0000894189-15-003521.txt : 20150728 0000894189-15-003521.hdr.sgml : 20150728 20150728170357 ACCESSION NUMBER: 0000894189-15-003521 CONFORMED SUBMISSION TYPE: N-CSR/A PUBLIC DOCUMENT COUNT: 11 CONFORMED PERIOD OF REPORT: 20131231 FILED AS OF DATE: 20150728 DATE AS OF CHANGE: 20150728 EFFECTIVENESS DATE: 20150728 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PNMAC Mortgage Opportunity Fund, LLC CENTRAL INDEX KEY: 0001438050 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: N-CSR/A SEC ACT: 1940 Act SEC FILE NUMBER: 811-22229 FILM NUMBER: 151010353 BUSINESS ADDRESS: STREET 1: 6101 CONDOR DRIVE CITY: MOORPARK STATE: CA ZIP: 93021 BUSINESS PHONE: 1-818-224-7050 MAIL ADDRESS: STREET 1: 6101 CONDOR DRIVE CITY: MOORPARK STATE: CA ZIP: 93021 N-CSR/A 1 pnmac-llc_ncsra.htm AMENDED ANNUAL CERTIFIED SHAREHOLDER REPORT pnmac-llc_ncsra.htm

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT INVESTMENT COMPANIES



811-22229
Investment Company Act file number



PNMAC Mortgage Opportunity Fund, LLC
(Exact name of registrant as specified in charter)



6101 Condor Drive Moorpark , California 93021
(Address of principal executive offices) (Zip code)



Jeff Grogin, Secretary
PNMAC MORTGAGE OPPORTUNITY FUND, LLC
6101 Condor Drive
 Moorpark, California 93021
(Name and address of agent for service)

Copies to:
 
Richard T. Prins, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
Four Times Square
New York, New York 10036

(818) 224-7050
Registrant's telephone number, including area code


Date of fiscal year end: December 31


Date of reporting period:  December 31, 2013
 
 
EXPLANATORY NOTE
 
The Registrant is filing this amendment to its Form N-CSR for the fiscal year ended December 31, 2013, originally filed with the Securities and Exchange Commission on March 10, 2014. The purpose of this amendment is to include the audited financial statements relating to the Registrant’s Master Fund investee’s significant subsidiaries - PNMAC Mortgage Co. Funding, LLC and PNMAC Mortgage Co. Funding II, LLC – as of and for the year ended December 31, 2013 and updated certifications attached as Exhibit 99. Except as set forth above, this amendment does not amend, update or change any other items or disclosures found in the original Form N-CSR filing.
 
 
 
 

 
 
Item 1. Reports to Stockholders.
 
(PENNYMAC LOGO)
 
PNMAC Mortgage Opportunity Fund, LLC
 
Annual Report
As of and for the year ended December 31, 2013

 
 

 

PNMAC Mortgage Opportunity Fund, LLC
Table of Contents
 
 
   
Page
     
Letter to Shareholders
 
2-3
     
Financial Statements
   
     
Statement of Assets and Liabilities
 
4
     
Statement of Operations
 
5
     
Statements of Changes in Net Assets
 
6
     
Statement of Cash Flows
 
7
     
Financial Highlights
 
8
     
Notes to Financial Statements
 
9
     
Report of Independent Registered Public Accounting Firm
 
18
     
Additional Information
 
19
     
Directors and Officers
 
21
     
Contained herein:
   
     
Audited financial statements of PNMAC Mortgage Opportunity Fund, LP (“Master Fund”)
   

 
 

 
 
PNMAC Mortgage Opportunity Fund, LLC
Table of Contents
 
 
PNMAC Mortgage Opportunity Fund, LLC
Investment Update
 
Dear Shareholder:
 
We are pleased to present this annual report to shareholders of PNMAC Mortgage Opportunity Fund, LLC (the “Fund”) for the year ended December 31, 2013. The Fund ended the year with a net increase in net assets from operations of $31.7 million, and a total return of 11.49%.
 
Market Environment
 
The U.S. housing market showed many signs of strength in 2013. Home prices in December were 11 percent higher than in December 2012, marking the largest year-over-year change since 2005(1). Most of the increase occurred in the first half of the year, as a sharp rise in interest rates driven by the fears of “tapering” of the Federal Reserve’s bond purchase program, slowed the rate of home price appreciation in the second half of 2013. Future home price appreciation is expected to be supported by general improvement in the overall economy and hiring trends.
 
Rising home prices helped to spur an improvement in consumer demand for homes. Sales of new(2) and existing(3) homes were both up from the prior year and the inventory of unsold remained low, ending the year at 4.9 months of supply. Helping to drive the rise in sales were all-cash buyers which represented over 30% of total home purchases for 2013.
 
In May of 2013, the U.S. Treasury extended the Home Affordable Modification Program (HAMP) through the end of 2015, expanding the program’s eligibility criteria and encouraging increased use of principal forgiveness through greater financial incentives for investors and servicers. These changes to the program helped to increase the volume of the Fund’s modification activity in the second half of the year by 67% from the first half of the year.
 
For the twelve months ended December 31, 2013, the net assets of PNMAC Mortgage Opportunity Fund, LLC decreased as the fund continued to return capital to shareholders. The Fund benefited as home prices improved significantly throughout the year, outperforming our projections. Additionally, the Fund’s performing loan portfolio grew as a percentage of the total portfolio which contributed to financial performance. Negatively impacting performance was the extension of foreclosure timelines in states where judicial approval is required before the foreclosure process can be finalized.
 
The Fund’s liquidation activity declined from 2012 as the assets in the portfolio continued to pay down. REO sales continued to be the largest component of liquidation activity, accounting for over half of UPB liquidated in 2013. Payoff activity rose significantly as a percentage of total liquidations, driven by increased principal reduction incentives and effective utilization of the FHA’s negative equity refinance
 
(1) Corelogic
(2) Census Bureau
(3) National Association of Realtors
 
 
 

 
 
PNMAC Mortgage Opportunity Fund, LLC
Letter to Shareholders
 
 
program. Although short sales declined from 2012, they remained an effective tool to help to shorten realization timelines.
 
We thank you for your commitment to PennyMac and the Fund, and look forward to the Fund’s continued strong performance.
 
Sincerely,
 
-s- Stanford L. Kurland
Stanford L. Kurland
Chief Executive Officer, PNMAC Capital Management, LLC
 
The accompanying notes and the attached financial statements of the Master Fund are an integral part of these financial statements.

 
3

 
 
PNMAC Mortgage Opportunity Fund, LLC
Statement of Assets and Liabilities
December 31, 2013
 
Assets:
     
Investment in PNMAC Mortgage Opportunity Fund, LP, at fair value
  $ 304,323,367  
Investment in Short-Term Investment, at fair value (cost $187,223)
    187,223  
Other assets
    4,858  
      304,515,448  
Liabilities:
       
Payable to investment manager
    378,023  
Distributions payable to Series A preferred shares
    5,700  
Accrued expenses and other liabilities
    263,981  
      647,704  
Net Assets
  $ 303,867,744  
         
Net Assets Consist of:
       
Series A preferred shares
  $ -  
Common shares
    536  
Additional paid-in capital
    261,973,724  
Net unrealized appreciation on investments
    41,893,484  
    $ 303,867,744  
         
Net Asset Value per Share
       
Series A preferred shares
       
Net assets applicable to preferred shares at a liquidation preference of $500 per share
  $ 114,000  
Shares outstanding ($0.001 par value, 5,000 shares authorized)
    228  
Net asset value, offering and redemption price per Series A preferred share
  $ 500.00  
         
Common shares
       
Net assets applicable to common shares
  $ 303,753,744  
Shares outstanding ($0.001 par value, unlimited shares authorized)
    535,688  
Net asset value per common share
  $ 567.03  
 
The accompanying notes and the attached financial statements of the Master Fund are an integral part of these financial statements.

 
4

 
 
PNMAC Mortgage Opportunity Fund, LLC
Statement of Operations
Year Ended December 31, 2013
 
Investment income allocated from Master Fund:
     
Interest
  $ 209,182  
Dividends
    8,008,804  
      8,217,986  
         
Expenses allocated from Master Fund:
       
Investment advisory fees
    4,391,672  
Professional fees
    191,108  
Insurance
    309,107  
Directors’ fees
    306,057  
Administration and other fees
    203,180  
Portfolio accounting fees
    31,100  
Custody fees
    2,800  
      5,435,024  
Net Investment income allocated from Master Fund
    2,782,962  
         
Investment income:
       
Dividends
    123  
      123  
Expenses:
       
Shareholder services fee
    1,463,891  
Professional fees
    486,744  
Administration and other fees
    120,732  
Taxes
    72,700  
Custody fees
    4,866  
Insurance
    4,862  
      2,153,795  
Net investment income
    629,290  
         
Distributions to Series A preferred shareholders
    11,400  
         
Net unrealized gain on investments and carried interest allocated from Master Fund:
       
Net change in unrealized gain on investments
    38,971,781  
Net change in carried interest allocated from Master Fund
    (7,917,934 )
Net unrealized gain on investments and carried interest allocated from Master Fund
    31,053,847  
Net increase in net assets resulting from operations
  $ 31,671,737  
 
The accompanying notes and the attached financial statements of the Master Fund are an integral part of these financial statements.

 
5

 
PNMAC Mortgage Opportunity Fund, LLC
Statements of Changes in Net Assets
For the Years Ended December 31, 2013 and 2012
 
             
   
Year Ended
   
Year Ended
 
   
December 31,
   
December 31,
 
   
2013
   
2012
 
Increase in net assets resulting from operations:
           
Net investment income
  $ 629,290     $ 22,927,337  
Distributions to Series A preferred shareholders
    11,400       (11,400 )
Net realized loss on investments
    -       (3,162,046 )
Net change in unrealized gain on investments
    38,971,781       6,806,604  
Net change in carried interest allocated from Master Fund
    (7,917,934 )     (5,312,099 )
Net increase in net asses resulting from operations
    31,694,537       21,248,396  
                 
Decrease in net assets resulting from capital transactions
               
Distributions to common shareholders
    (59,000,000 )     (63,500,000 )
                 
Net decrease in net assets
    (27,305,463 )     (42,251,604 )
                 
Net Assets:
               
Beginning of year
    331,196,007       373,447,611  
End of year
  $ 303,890,544     $ 331,196,007  
 
The accompanying notes and the attached financial statements of the Master Fund are an integral part of these financial statements.
 
 
6

 
 
PNMAC Mortgage Opportunity Fund, LLC
Statement of Cash Flows
For the Year Ended December 31, 2013
 
       
Cash flows from operating activities:
     
       
Net increase in net assets resulting from operations
  $ 31,671,737  
         
Adjustments to reconcile net increase in net assets resulting from operations to net cash provided by operating activities:
       
         
Distributions from Master Fund
    60,997,001  
Net investment income allocated from Master Fund
    (2,782,962 )
Net unrealized gain on investments allocated from Master Fund
    (38,971,781 )
Allocation of carried interest to the General Partner from the Master Fund
    7,917,934  
Change in assets and liabilities:
       
Net Sales in short-term investments
    255,436  
Increase in other assets
    (810 )
Decrease in payable to Investment Manager
    (33,111 )
Decrease in accrued expenses and other liabilities
    (53,444 )
Net cash provided by operating activities
    59,000,000  
         
Cash flows from financing activities:
       
Payments of dividends-common shares
    (59,000,000 )
Increase in distributions payable-Series A preferred shares
    -  
Net cash used in financing activities
    (59,000,000 )
         
Change in cash
    -  
         
Cash at beginning of year
    -  
Cash at end of year
  $ -  
 
The accompanying notes and the attached financial statements of the Master Fund are an integral part of these financial statements.
 
 
7

 
 
PNMAC Mortgage Opportunity Fund, LLC
Financial Highlights
As of and for the Years ended December 31, 2013, 2012, 2011, 2010, and 2009
 
   
Year Ended
   
Year Ended
   
Year Ended
   
Year Ended
   
Year Ended
 
   
December
   
December
   
December
   
December
   
December
 
    31, 2013     31, 2012     31, 2011     31, 2010     31, 2009  
PER SHARE OPERATING PERFORMANCE:
         
(amounts applicable to common shares)
         
                                         
BEGINNING NET ASSET VALUE
  $ 618.05     $ 696.92     $ 716.12     $ 710.36     $ 861.24  
                                         
INCOME FROM INVESTMENT OPERATIONS:
                                       
Net investment income (1)(2)
    1.17       42.80       38.67       38.48       83.38  
Distributions to Series A preferred shares (1)
    (0.02 )     (0.02 )     (0.02 )     (0.03 )     (0.04 )
Net realized and unrealized gain (loss) from investments
    57.97       (3.11 )     (5.58 )     122.62       (48.86 )
Total income (loss) from investment operations
    59.12       39.67       33.07       161.07       34.48  
                                         
DISTRIBUTIONS
                                       
Investment income
    (24.46 )     (9.84 )     (52.27 )     (83.83 )     (17.67 )
Capital gains
    (32.49 )     (19.90 )     -       (71.48 )     (2.78 )
Return of capital
    (53.19 )     (88.80 )     -       -       (164.91 )
Total distributions
    (110.14 )     (118.54 )     (52.27 )     (155.31 )     (185.36 )
                                         
ENDING NET ASSET VALUE
  $ 567.03     $ 618.05     $ 696.92     $ 716.12     $ 710.36  
                                         
Total Return (3)
    11.49 %     6.16 %     4.72 %     22.98 %     5.19 %
Internal rate of return (4)
    9.72 %     9.40 %     10.50 %     13.69 %     -0.24 %
                                         
SUPPLEMENTAL DATA AND RATIOS:
                                       
Series A preferred shares:
                                       
Net assets attributable to preferred shares, end of period
  $ 114,000     $ 114,000     $ 114,000     $ 114,000     $ 114,000  
Total shares outstanding
    228       228       228       228       228  
Asset coverage ratio
    266,451 %     290,423 %     327,486 %     334,628 %     202,413 %
Involuntary liquidation preference per share
  $ 500     $ 500     $ 500     $ 500     $ 500  
                                         
Common Shares:
                                       
Ratio of net investment income to weighted average net assets (2)(5)
    0.22 %     6.35 %     5.40 %     4.85 %     11.17 %
Ratio of expenses to weighted average net assets (2)(5)
    -2.62 %     -3.06 %     -3.15 %     -3.14 %     -6.01 %
Net assets attributable to common shares at period end
  $ 303,753,744     $ 331,082,007     $ 373,333,611     $ 383,615,133     $ 230,636,310  
Portfolio turnover rate (6)
    0.00 %     0.00 %     0.00 %     19.00 %     0.00 %
 
(1)   Calculated using the average shares outstanding during the period.
(2)   Includes proportionate share of income and expenses of the Master Fund.
(3)   Total return is calculated for the common share class taken as a whole. An investor’s return may vary from these returns based on the timing of capital transactions.
(4)   Internal rate of return is calculated based on the actual dates of the cash inflows (capital contributions), outflows (distributions), with the exception of distributions declared but not paid, and shareholder accounts on a life-to date basis.
(5)   Ratios exclude distributions to Series A preferred shareholders.
(6)   Portfolio turnover rates do not include non-cash contributions or non-cash distributions from Mortgage Investments.
 
 
8

 
 
PNMAC Mortgage Opportunity Fund, LLC
Notes to Financial Statements
As of and for the Year Ended December 31, 2013
 
Note 1—Organization
 
PNMAC Mortgage Opportunity Fund, LLC (the “Fund”) is a limited liability company organized under the laws of the state of Delaware. The Fund is registered under the Investment Company Act of 1940, as amended, as a closed-end, non-diversified management company. Shares of the Fund were issued solely in private placement transactions that did not involve any “public offering” within the meaning of Section 4(2) of the Securities Act of 1933, as amended (the “1933 Act”). Investments in the Fund may be made only by “accredited investors” within the meaning of Regulation D under the 1933 Act. The investment objective of the Fund is to achieve attractive total returns by capitalizing on dislocations in the mortgage market through opportunistic investments primarily in U.S. residential mortgages and related assets, instruments and entities.
 
The Fund is managed by PNMAC Capital Management, LLC (the “Investment Manager”). The Investment Manager is a registered investment adviser with the Securities and Exchange Commission (“SEC”).
 
The Fund invests substantially all of its assets in a limited partnership interest of PNMAC Mortgage Opportunity Fund, LP (the “Master Fund”), a limited partnership formed under the laws of the state of Delaware. The general partner of the Master Fund is PNMAC Opportunity Fund Associates, LLC (the “General Partner”), a Delaware limited liability company, which along with the Investment Manager, is a wholly owned subsidiary of Private National Mortgage Acceptance Company, LLC (“PNMAC”), all of which are affiliates of the Fund.
 
The Master Fund operates as a master fund in a master-feeder fund structure. The Master Fund acts as a central investment mechanism for the Fund and the General Partner. The General Partner has the exclusive right to conduct the operations of the Master Fund. The Fund held an 89% interest in the Master Fund at December 31, 2013. The Fund is the sole limited partner in the Master Fund.
 
The Master Fund has the same investment objective as the Fund and conducts its operations through investments in mortgage-backed securities (“MBS”) as well as investments in PNMAC Mortgage Co. Funding, LLC, PNMAC Mortgage Co. Funding II, LLC, PNMAC Mortgage Co (FI), LLC and PNMAC Mortgage Co., LLC (the companies are referred to collectively as the “Mortgage Investments”).
 
PNMAC Mortgage Co. Funding, LLC is a wholly owned limited liability company. PNMAC Mortgage Co. Funding, LLC acquires, holds and works out distressed U.S. residential mortgage loans, and owns MBS resulting from securitization of such mortgage loans.
PNMAC Mortgage Co. Funding II, LLC is a wholly owned limited liability company. PNMAC Mortgage Co. Funding II, LLC acquires, holds and works out distressed U.S. residential mortgage loans, and owns MBS resulting from securitization of such mortgage loans.
PNMAC Mortgage Co (FI), LLC is an investment company that was formed to pool investor capital and take an interest in the proceeds of FNBN I, LLC (“FNBN”). FNBN is a limited liability company formed to own a pool of residential mortgage loans in a transaction with the Federal Deposit Insurance Corporation (the “FDIC”). The FDIC owns a substantial participation interest in the proceeds of the mortgage loans held by FNBN that depends on the amount of proceeds collected; the remaining share is owned by PNMAC Mortgage Co (FI), LLC. At December 31, 2013, the Master Fund owned 68% of PNMAC Mortgage Co (FI), LLC.
PNMAC Mortgage Co., LLC is a wholly owned limited liability company. PNMAC Mortgage Co., LLC acquires, holds and works out distressed U.S. residential mortgage loans.
 
 
9

 
 
PNMAC Mortgage Opportunity Fund, LLC
Notes to Financial Statements
As of and for the Year Ended December 31, 2013
 
As market conditions permit, PNMAC Mortgage Co., LLC may transfer the mortgage loans it owns to the Master Fund to be securitized for financing purposes or sale. The Master Fund may hold interests in pools of such securitized mortgages and invests directly in other mortgage-related investment securities.
 
The financial statements of the Master Fund are included elsewhere in this report and should be read with the Fund’s financial statements.
 
The Fund began operations on August 11, 2008 and will continue in existence through December 31, 2016, subject to three one-year extensions by the Investment Manager at its discretion, in accordance with the terms of the Limited Liability Company Agreement governing the Fund.
 
Note 2—Significant Accounting Policies
 
The Fund prepares its financial statements in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) as codified in the Financial Accounting Standards Board’s Accounting Standards Codification (the “Codification”). Following are the significant accounting policies adopted by the Fund:
 
Use of Estimates
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amount of assets and liabilities, recognition of distribution income and disclosure of contingent assets and liabilities at the date of the financial statements. Actual results will likely differ from those estimates.
 
Fair Value
The Fund carries its investments at their estimated fair values with changes in fair value recognized in current period results of operations. The Fund groups its assets and liabilities at fair value in three levels, based on the markets in which the assets and liabilities are traded and the observability of the assumptions used to determine fair value. The three levels are described below:
 
Level 1 – Quoted prices in active market for identical assets or liabilities.
 
Level 2 – Prices determined using other significant observable inputs. Observable inputs are inputs that other market participants would use in pricing an asset or liability and are developed based on market data obtained from sources independent of the Master Fund. These may include quoted prices for similar assets and liabilities, interest rates, prepayment speeds, credit risk and others.
 
Level 3 – Prices determined using significant unobservable inputs. In situations where quoted prices or observable inputs are unavailable (for example, when there is little or no market activity for an asset at the end of the period), unobservable inputs may be used. Unobservable inputs reflect the Investment Manager’s own assumptions about the factors that market participants use in pricing an asset or liability, and are based on the best information available in the circumstances.
 
While the Investment Manager believes its valuation methods are appropriate and consistent with those used by other market participants, the use of different methods or assumptions to estimate the fair value of certain financial instruments would likely result in a different estimate of fair value at the reporting date. Those estimated values may differ significantly from the values that would have been used had a readily
 
 
10

 
 
PNMAC Mortgage Opportunity Fund, LLC
Notes to Financial Statements
As of and for the Year Ended December 31, 2013
 
available market for such assets or liabilities existed, or had such assets or liabilities been liquidated, and those differences could be material to the financial statements.
 
Investment in Master Fund
The Fund receives a proportionate limited partnership interest in the Master Fund equal to its relative contribution of capital to the Master Fund. The net increase or decrease in net assets resulting from operations includes the Fund’s proportionate share of the Master Fund’s income and losses (including net investment income and net realized and unrealized gains and losses on investments) arising from its investment in the Master Fund as reported by the General Partner of the Master Fund.
 
The Fund carries its investment in the Master Fund based on the Master Fund’s estimated fair value and recognizes its proportional share of changes in the Master Fund’s fair value in current period operations. The fair value estimates of investments held by the Master Fund are based on the expected proportionate share of the discounted cash flow projections of the assets and liabilities of the Master Fund’s investments, which in turn are substantially dependent on the Master Fund’s proportionate share of the discounted cash flow projections of its investments in the Mortgage Investments.
 
Because the value of the Mortgage Investments has been estimated by the Investment Manager in the absence of readily determinable fair values, the Master Fund categorizes these investments as “Level 3” fair value financial statement items.
 
PNMAC Mortgage Co (FI), LLC’s operating agreement with the FDIC governing its investment in FNBN limits PNMAC Mortgage Co (FI), LLC’s ability to transfer any of its rights or interests in FNBN. PNMAC Mortgage Co (FI), LLC may only transfer all or any part of its interest or rights if (i) the transferee is a qualified transferee and (ii) it first obtains prior written consent of the FDIC. The contract specifies that the consent shall not be unreasonably withheld, delayed or conditioned, if the transferee is a qualified transferee.
 
Short-term Investment
The short-term investment, the BlackRock Liquidity Funds: TempFund Instituted Shares is carried at fair value with changes in fair value recognized in current period income. Short-term investment, which represents an investment in an institutional liquidity (or money market) fund, is valued based on the value per share published by the manager of the money market fund on the valuation date. The Fund’s short-term investment is classified as a “Level 1” fair value financial statement item.
 
Dividend Income
The Fund records dividend income on the ex-dividend date or, using reasonable diligence, when known to the Fund.
 
Expenses
The Fund is charged for those expenses that are directly attributable to it, such as, but not limited to, administration and custody fees. Expenses that are not directly attributable to the Fund are generally allocated among the Fund and other entities managed by the Investment Manager in proportion to their assets. All general and administrative expenses are recognized on the accrual basis of accounting.
 
Income Taxes
The Fund is treated as a separate taxable entity for Federal income tax purposes. The Fund’s policy is to comply with the provisions of the Internal Revenue Code of 1986, as amended, applicable to regulated investment companies and to distribute to shareholders all of its distributable net investment income and net realized gain on investments. Accordingly, no provision for Federal income or excise tax is necessary.
 
 
11

 
 
PNMAC Mortgage Opportunity Fund, LLC
Notes to Financial Statements
As of and for the Year Ended December 31, 2013
 
Management’s assessment of the requirement to provide for income taxes also includes an assessment of the liability arising from uncertain income tax positions. Management has concluded that there is no tax liability resulting from unrecognized tax benefits relating to uncertain income tax positions that will be taken on the tax returns for the fiscal year ended December 31, 2012. Management is also not aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly change in the next twelve months. In developing its conclusion, management of the Fund has analyzed all tax years that are open for examination by the relevant income taxing authority. As of December 31, 2013, open Federal and state income tax years include the tax years ended December 31, 2010 through 2013 and December 31, 2009 through 2013, respectively. The Fund has no examinations in progress.
 
If applicable, the Fund will recognize interest accrued related to unrecognized tax benefits in “interest expense” and penalties in “other expenses” on the statement of operations.
 
Distributions to Shareholders
The Fund has outstanding Series A preferred shares. The preferred shares have an 8% cumulative dividend preference and a liquidation preference totaling $114,000. In the event of a liquidation of the Fund, the accumulated preferred dividends and the remaining face amount of the preferred shares will be distributed before any distributions are made to common shareholders.
 
Distributions to shareholders are recorded on the ex-dividend date. The character of distributions to shareholders made during the year may differ from their ultimate characterization for federal income tax purposes. The Fund will distribute substantially all of its net investment income and all of its capital gains to shareholders at least annually. The character of distributions made during the year from net investment income or capital gains might differ from the characterization for federal income tax purposes due to differences in the recognition of income and expense items for financial statement and tax purposes.
 
Indemnifications
Under the Fund’s organizational documents, its officers and directors are indemnified against certain liabilities arising out of the performance of their duties to the Fund. In addition, in the normal course of business, the Fund may enter into contracts that provide general indemnification to other parties. The Fund’s maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Fund that have not yet occurred, and may not occur. However, the Fund has not had prior claims or losses pursuant to these contracts and expects the risk of loss to be remote.
 
Note 3—Fair Value of Investments
 
Following is a summary of financial statement items that are measured at estimated fair value on a recurring basis as of December 31, 2013:
 
   
Level 1
   
Level 2
   
Level 3
   
Total
 
Assets:
                       
Short-term investment
  $ 187,223     $ -     $ -     $ 187,223  
Investment in Master Fund
    -       -       304,323,367       304,323,367  
    $ 187,223     $ -     $ 304,323,367     $ 304,510,590  
 
There were no transfers between fair value hierarchy levels during the year ended December 31, 2013.
 
 
12

 
 
PNMAC Mortgage Opportunity Fund, LLC
Notes to Financial Statements
As of and for the Year Ended December 31, 2013
 
Following is a roll forward of the Fund’s Investment in Master Fund for the year ended December 31, 2013:
 
Balance at January 1, 2013
  $ 331,483,559  
Purchases
    -  
Distributions
    (60,997,001 )
Net investment income and unrealized gain, net of carried interest allocated from the Master Fund to General Partner
    33,836,809  
Balance at December 31, 2013
  $ 304,323,367  
 
Valuation Techniques and Assumptions
 
Most of the Fund’s assets are carried at fair value with changes in fair value recognized in current period income. A substantial portion of those assets are “Level 3” financial statement items which require the use of significant unobservable inputs in the estimation of the assets’ values. Unobservable inputs reflect the Fund’s own assumptions about the factors that market participants use in pricing an asset or liability, and are based on the best information available under the circumstances.
 
The Investment Manager has assigned the responsibility for estimating the fair values of “Level 3” financial statement items to its Financial Analysis and Valuation group (the “FAV group”), which is responsible for valuing and monitoring the Fund’s investment portfolios and maintenance of its valuation policies and procedures.
 
The FAV group reports to the Investment Manager’s valuation committee, which oversees and approves the valuations. The valuation committee includes the Investment Manager’s chief executive, financial, operating, credit, and asset/liability management officers.
 
The FAV group monitors the models used for valuation of the Fund’s “Level 3” financial statement items, including the models’ performance compared to actual results and reports those results to the valuation committee. The results developed in the FAV group’s monitoring activities are used to calibrate subsequent projections used for valuation.
 
The FAV group is responsible for reporting to the Investment Manager’s valuation committee on a monthly basis on the changes in the valuation of the portfolio, including major factors affecting the valuation and any changes in model methods and assumptions. To assess the reasonableness of its valuations, the FAV group presents an analysis of the effect on the valuation of each of the changes to the significant inputs to the models.
 
Investment in Master Fund
 
The Fund’s investment in the Master Fund is a “Level 3” financial statement item and the Fund’s estimate of the fair value of its investment in the Master Fund is based on the Fund’s expected proportionate share of the fair value of the assets and liabilities of the Master Fund’s investments, which in turn are substantially dependent of the Master Fund’s expected proportionate share of the fair value of its Mortgage Investments. Most of the Mortgage Investments’ assets are mortgage loans and real estate acquired in settlement of loans which are carried at fair value. Following are the valuation methods and assumptions applied in the measurement of the Mortgage Investments’ primary assets.
 
 
13

 
 
PNMAC Mortgage Opportunity Fund, LLC
Notes to Financial Statements
As of and for the Year Ended December 31, 2013
 
Note 4—Investment Transactions
 
During the year ended December 31, 2013, the Fund did not purchase any limited partnership interests in the Master Fund. The Fund received distributions from the Master Fund in the amount of $60,997,001.
 
Note 5—Shareholder Services Fee, Administration Fees and Custodian Fees
 
The Fund has a shareholder services agreement with the Investment Manager. Under the terms of the agreement, the Fund paid the Investment Manager a fee equal to an annual rate of 0.5% on capital commitments until December 31, 2011 and thereafter a fee equal to an annual rate of 0.5% of the Fund’s net asset value so long as the fee does not exceed 0.5% of the aggregate capital contributions to the Fund. The shareholder services fee is paid quarterly. The shareholder services fee for the year ended December 31, 2013 was $1,463,891.
 
The Fund has engaged U.S. Bancorp Fund Services, LLC, an indirect wholly-owned subsidiary of U.S. Bancorp, to serve as the Fund’s administrator, fund accountant, transfer agent, and dividend paying agent. The Fund pays the administrator a monthly fee computed at an annual rate of 0.02% of the first $1,000,000,000 of the Fund’s total monthly net assets, 0.015% on the next $1,000,000,000 of the Fund’s total monthly net assets and 0.01% on the balance of the Fund’s total monthly net assets subject to an annual minimum fee of $120,000. The administration fees for the year ended December 31, 2013 were $132,963.
 
U.S. Bank, N.A. serves as the Fund’s custodian. The Fund pays the custodian a monthly fee computed at an annual rate of 0.01% on the Fund’s average daily market value subject to an annual minimum fee of $28,800 across all fund complexes. The custody fee expense for the year ended December 31, 2013 was $4,866.
 
Note 6—Directors and Officers
 
The Fund and Master Fund share the same board of directors. The Master Fund’s board of directors has overall responsibility for monitoring and overseeing the investment program of the Master Fund and its management and operations. All directors’ fees and expenses are paid by the Master Fund. Independent directors receive an annual retainer of $64,800 and a fee per meeting of the board of directors or committees of $2,000, subject to a cap of $15,000 per year for all non-regularly-scheduled meetings. The audit committee chair receives an annual retainer of $10,000 in addition to the amounts above. Directors are reimbursed by the Master Fund for their travel expenses related to board meetings. The total director fees and expenses incurred at the Master Fund for the year ended December 31, 2013 were $306,057, of which $56,455 was payable at year-end.
 
One of the directors is an officer of the advisor and the Master Fund and receives no compensation from the Master Fund for serving as a director.
 
Certain officers of the Master Fund are affiliated with the Investment Manager. Such officers receive no compensation from the Master Fund for serving in their respective roles.
 
Note 7—Common Shareholders
 
The Fund is authorized to issue an unlimited number of common shares. The common shares have no preferential, preemptive, conversion, appraisal, exchange or redemption rights and there are no sinking fund provisions applicable to the shares. The Fund issues common shares at the net asset value per share
 
 
14

 
 
PNMAC Mortgage Opportunity Fund, LLC
Notes to Financial Statements
As of and for the Year Ended December 31, 2013
 
as calculated within 48 hours before receipt of capital called. Shareholders are not able to withdraw from the Fund other than through distributions made upon a realization of the Fund’s investments.
 
Common shares of the Fund were offered in private placements pursuant to Section 4(2) of the U.S. Securities Act of 1933, as amended on August 11, 2008 (the “Initial Closing”). The Fund raised $393,283,020 in aggregate capital commitments. No additional closings were held after the Initial Closing to accept new or additional capital commitments.
 
Common shares are distributed among three separate series based on the timing of capital contributions, which has affected the underlying calculation of carried interest for each series.
 
The Fund made distributions of $59,000,000 during the year ended December 31, 2013, none of which remains as a payable at December 31, 2013. These distributions are not subject to recall.
 
Note 8—Preferred Shares
 
Series A preferred shares of the Fund were created by the board of directors on August 11, 2008. The Fund is authorized to issue up to 5,000 Series A preferred shares at $500 per share. As of December 31, 2013 the Fund has issued 228 Series A preferred shares. Series A preferred shares are entitled to receive cumulative dividends in an amount equal to 10% per year. During the year ended December 31, 2013, $11,400 in dividends to preferred shareholders have been paid; accrued but unpaid dividends of $5,700 remained at year-end.
 
Upon redemption by the Fund, Series A preferred shareholders are entitled to the liquidation preference which is $500 per Series A preferred share plus accumulated and unpaid dividends. Series A preferred shareholders are not entitled to vote on any matter except matters submitted to a vote of the common shares that also affect the Series A preferred shares. The Fund shall not issue or sell any preferred shares or pay any dividend or distribution to the common shares unless the preferred shares have an asset coverage of at least 200% immediately following the given action.
 
Note 9—Income Tax Information
 
When appropriate, income tax basis reclassifications between net asset accounts are made for such differences that are permanent in nature. The reclassifications have no effect on net assets or net asset value per share. Following are the reclassifications recorded by the Fund for the year indicated:
                     
           
Accumulated Undistributed
   
Accumulated
 
Year
   
Paid In Capital
   
Net Investment Income
   
Net Realized Loss
 
                     
2013
    $ (28,495,394 )   $ 63,740,230     $ (35,244,836 )
 
The income tax basis reclassifications noted above primarily relate to Partnership adjustments and distribution reclassifications in 2013.
 
 
15

 
 
PNMAC Mortgage Opportunity Fund, LLC
Notes to Financial Statements
As of and for the Year Ended December 31, 2013

Following are the gross unrealized appreciation and depreciation of investments and distributable ordinary income and long-term capital gains for federal tax purposes for the year ended December 31, 2013:
         
Cost of investments
  $ 195,369,751  
         
Unrealized appreciation
  $ 79,886,958  
Unrealized depreciation
    (94,568,510 )
Net unrealized depreciation
  $ (14,681,552 )
         
Undistributed ordinary income
  $ -  
Undistributed long-term capital gains
    -  
Total distributable earnings
  $ -  
         
Other accumulated losses
  $ (518,336 )
         
Total accumulated losses
  $ (15,199,888 )
 
The tax character of distributions to shareholders during the year ended December 31, 2013, was as follows:
       
Distributions paid from:
     
Capital
  $ 28,495,394  
Ordinary income
    13,107,295  
Long-term capital gains
    17,408,711  
Total distributions
  $ 59,011,400  
 
At December 31, 2013 the Fund deferred, on a tax basis, post-October losses of:
         
  Currency
     Capital  
  $ -      $ -  
 
Note 10—Transactions with Affiliates
 
PNMAC Mortgage Opportunity (Offshore) Fund, Ltd. owns 29% of the Fund’s common shares.
 
The Fund paid $535,310 to PNMAC for reimbursable expenses paid on the Fund’s behalf during the year ended December 31, 2013.
 
PennyMac Loan Services, LLC (“PLS”) acts as the primary mortgage servicer for all mortgages owned by the Mortgage Investments held by the Master Fund. PLS is a wholly owned subsidiary of PNMAC. The servicing agreement between PLS and the Mortgage Investments generally provides for servicing fees of 50 to 100 basis points of unpaid principal balance per year, depending on the type and quality of the loans being serviced, plus other specified fees and charges. The servicing arrangement also requires that PLS will rebate to the Mortgage Investments an amount equal to 13% of the servicing fees charged to the Mortgage Investments to approximate overall “at cost” pricing with respect to loan servicing activities for such assets. Total servicing fees charged by PLS to the Mortgage Investments before such
 
 
16

 
 
 
PNMAC Mortgage Opportunity Fund, LLC
Notes to Financial Statements
As of and for the Year Ended December 31, 2013
 
waiver amounted to $4,311,923 for the year ended December 31, 2013. PLS provided servicing rebates to the Mortgage Investments relating to such charges totaling $713,951 for the year ended December 31, 2013.
 
The Fund’s short-term investment, the BlackRock Liquidity Funds: TempFund Institutional Shares, is managed by BlackRock Institutional Management Corporation which a wholly owned subsidiary of Blackrock, Inc. BlackRock Inc. is an affiliate of the Fund.
 
Note 11—Risk Factors
 
Because of the limitation on rights of redemption and the fact that the shares will not be traded on any securities exchange or other market and will be subject to substantial restrictions on transfer, and because of the fact that the Investment Manager invests the Fund’s assets in illiquid assets, an investment in the Fund is highly illiquid and involves a substantial degree of risk.
 
Due to the nature of the “master/feeder” structure, the Fund is materially affected by the actions of the Master Fund and other investors. Investment risks such as market and credit risks of the Master Fund’s investments are discussed in the notes to the Master Fund’s financial statements included herein.
 
Note 12—Subsequent Events
 
The Investment Manager has evaluated all events or transactions through the date of issuance of these financial statements. During this period the Fund received a distribution from the Master Fund in the amount of $378,664 for the payment of shareholder servicing fees.
 
****
 
 
17

 
 
   
(deloitte logo)
Deloitte & Touche LLP
 
Suite 200
 
350 South Grand Avenue
 
Los Angeles, CA 90071-3462
 
USA
 
Tel: +1 213 688 0800
 
Fax: +1 213 688 0100
 
www.deloitte.com
To the Board of Directors and Shareholders of
PNMAC Mortgage Opportunity Fund, LLC:
 
We have audited the accompanying statement of assets and liabilities of PNMAC Mortgage Opportunity Fund, LLC (the “Fund”) as of December 31, 2013, and the related statements of operations and cash flows for the year then ended, the statement of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended. These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.
 
We conducted our audits in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. Our procedures included confirmation of investments owned as of December 31, 2013, by correspondence with the custodian and brokers. We believe that our audits provide a reasonable basis for our opinion.
 
In our opinion, such financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of PNMAC Mortgage Opportunity Fund, LLC as of December 31, 2013, the results of its operations and its cash flows for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.
 
As discussed in Note 3 to the financial statements, the financial statements include an investment in PNMAC Mortgage Opportunity Fund, LP (the “Master Fund”), valued at $304,323,367 (99.9% of total assets) as of December 31, 2013, whose fair value has been estimated by management in the absence of readily determinable fair values. Management’s estimate is based on the Fund’s proportionate interest in the Master Fund’s partners’ capital, which is reported at fair value as of December 31, 2013. Management’s fair value estimate of the investments held by the Master Fund is based on management’s estimate of the expected proportionate share of the discounted cash flow projections of the assets and liabilities of the Master Fund.
     
 (logo)    
February 28, 2014
   
    Member of
Deloitte Touche Tohmatsu Limited
 
 
 

 
 
PNMAC Mortgage Opportunity Fund, LLC
Additional Information
 
Form N-Q
The Fund files its complete schedule of portfolio holdings for the first and third quarters of each fiscal year with the SEC on Form N-Q. The Fund’s Form N-Q is available without charge by visiting the SEC’s website at www.sec.gov and may be reviewed and copied at the SEC’s Public Reference Room in Washington D.C. You may obtain information on the operation of the Public Reference Room by calling (800) SEC-0330.
 
Proxy Voting
A description of the policies and procedures that the Fund uses to determine how to vote proxies relating to portfolio securities owned by the Fund and information regarding how the Fund voted proxies relating to the portfolio of securities are available to stockholders (i) without charge, upon request by calling the Fund collect at +1(818) 224-7442; and (ii) on the SEC’s website at www.sec.gov.
 
Board of Directors
The Fund’s Form N-2 includes additional information about the Fund’s directors and is available upon request without charge by calling the Fund collect at (818) 224-7442 or by visiting the SEC’s website at www.sec.gov.
 
Forward-Looking Statements
This report contains “forward-looking statements,’’ which are based on current management expectations. Actual future results, however, may prove to be different from expectations. You can identify forward-looking statements by words such as “may’’, “will’’, “believe’’, “attempt’’, “seem’’, “think’’, “ought’’, “try’’ and other similar terms. The Fund’s past investment performance and returns are not predictive of its future investment performance and returns. The Fund cannot promise future investment performance or returns. Management’s opinions are a reflection of its best judgment at the time this report is compiled, and it disclaims any obligation to update or alter forward-looking statements as a result of new information, future events, or otherwise.
 
Approval of Investment Management Agreement
On May 22, 2013, the Board of Directors of the Master Fund and the Fund (collectively, the “Funds”), including the “non-interested” Directors (the “Independent Directors”), met in person and voted to approve the continuance of the Investment Management Agreements (including the portions of the Master Fund’s partnership agreement referred to therein) with the Investment Manager for an additional year.
 
In considering whether to recommend approval of the Investment Management Agreements, the Independent Directors reviewed materials provided by the Investment Manager and counsel to the Independent Directors. The Independent Directors also met with senior personnel of the Investment Manager and discussed a number of topics affecting their determination, including the following:
 
(i) The nature, extent, and quality of services expected to be provided by the Investment Manager. The Independent Directors reviewed the services that the Investment Manager provided to the Funds since inception in August 2008 and are expected to continue to provide to the Funds. In addition, the Independent Directors considered the size, education, background, and experience of the Investment Manager’s staff, including the mortgage finance and capital markets experience of the Investment Manager’s senior management team. Lastly, the Independent Directors reviewed the Investment Manager’s ability to attract and retain quality and experienced personnel. The Independent Directors concluded that the scope of services provided since inception and expected to be provided by the Investment Manager to the Funds, and the experience and expertise of the personnel performing such services, was consistent with the nature, extent, and quality expected of an investment adviser of investment vehicles such as the Funds.
 
(ii) The investment performance of the Funds and the Investment Manager. The Independent Directors received information about the performance of the Funds and the Investment Manager in managing the
 
 
19

 
 
PNMAC Mortgage Opportunity Fund, LLC
Additional Information
 
Fund. The Directors also received performance information regarding the Funds compared to certain indexes, benchmarks, and/or registered and non-registered funds managed by other investment advisers that had somewhat comparable investment programs.
 
(iii) Cost of the services to be provided and profits to be realized by the Investment Manager and its affiliates from the relationship with the Funds. The Independent Directors considered the estimated cost of the services provided by the Investment Manager. As part of their analysis, the Independent Directors gave substantial consideration to the compensation payable to the Investment Manager. The Independent Directors noted that the compensation terms would remain the same. In reviewing the management compensation, the Independent Directors considered the management fees and operating expense ratios of other registered and non-registered funds managed by other investment advisers that had somewhat comparable investment programs. The Independent Directors also reviewed and took into account other relationships between the Funds and the Investment Manager and its related persons, including the shareholder servicing agreement between the Investment Manager and the Fund, the mortgage servicing agreements between the Master Fund and an affiliate of the Investment Manager, and an agreement with BlackRock, which has an investment in the Investment Manager’s parent company, for a portfolio valuation analytic model. The Independent Directors also considered the compensation charged by the Investment Manager to its other clients. Finally, the Independent Directors took those other service agreements into account in the context of evaluating the profitability of the Investment Manager in respect of the overall relationship of the Investment Manager and its related persons to the Funds.
 
(iv) Economies of Scale. The Independent Directors also considered that possible economies of scale from future growth of the Funds were not relevant inasmuch as the Funds were closed to any new investment and had limited terms.
 
The Independent Directors had an opportunity to have Executive Session with counsel to the Independent Directors. During the course of their deliberations at the meeting on May 22, the Independent Directors thoroughly reviewed and evaluated the factors to be considered for approval of the Investment Management Agreements including, but not limited to: the expenses incurred in performance of services by the Investment Manager; the compensation to be received by the Investment Manager under the Investment Management Agreements; the fees charged by the Investment Manager’s peers; the past performance of the Investment Manager; and the range and quality of services provided by the Investment Manager.
 
The Independent Directors expressed satisfaction with the information provided at the meeting on May 22 and prior meetings, and acknowledged that they had received sufficient information to consider and approve the continuance of the Investment Management Agreements. No single factor was determinative to the decision of the Independent Directors. Rather, after weighing all of the reasons discussed above, the Independent Directors unanimously approved the continuance of the Investment Management Agreements.
 
The Independent Directors concluded that the compensation that the Investment Manager would receive under the Investment Management Agreements was reasonable.
 
 
20

 
 
PNMAC Mortgage Opportunity Fund, LLC
Directors and Officers
                     
Name, Age, and
Address
 
Position(s) Held
with Master
Fund
 
Term of
Office and
Length of
Time Served
 
Principal
Occupation(s)
During Past Five
Years
 
Number of
Portfolios in
Master Fund
Complex
Overseen by
Director and
Officers
 
Other Directorships/
Trusteeships Held
                     
Independent Directors
                   
Nancy Corsiglia (57) c/o
PNMAC Capital
Management, LLC, 6101
Condor Drive,
Moorpark, CA 93021
 
Director; Audit Committee Member; Governance and Nominating Committee Chairman
 
Indefinite Term. Served since August 25, 2010.
 
Managing Partner of Devonshire Advisory Group since 2010. Managing Director of Strategic Risk Associates, LLC since 2012. Previously, Executive Vice President–Finance and Chief Financial Officer of the Bank of Virginia from 2010 to 2011. Previously, Executive Vice President and Chief Financial Officer of Federal Agricultural Mortgage Corp.
 
2
 
Trustee of the Stoneleigh-Burnham School and Member of Board of Directors of Partners for Haitian Children. Previously served on the Board of Directors of the National Symphony Orchestra
                     
Thomas P. Gybel (46)
c/o PNMAC Capital
Management, LLC, 6101
Condor Drive,
Moorpark, CA 93021
 
Director; Audit Committee Chairman; Governance and Nominating Committee Member
 
Indefinite Term. Served since May 29, 2008.
 
Senior advisor to financial services companies, Managing Director of White Mountains Capital Inc. from 2008 to 2010, and Managing Director of Global Finance for
 
2
 
Member of Board of Directors and Chairman of the Special Committee of Ambac Assurance Corporation and Member of Board of Directors of Det Danske Suzuki Institut
                     
Peter W. McClean (70)
c/o PNMAC Capital
Management, LLC, 6101
Condor Drive,
Moorpark, CA 93021
 
Director; Audit Committee Member; Governance and Nominating Committee Member
 
Indefinite Term. Served since May 29, 2008.
 
Managing Director of Gulfstream Advisors LLC since 2004 and President and Chief Executive Officer of Measurisk LLC from 2001 through 2003.
 
2
 
Member of Board of Directors of Northeast Bank, AZL Variable Insurance Products Trust and AZL Fund of Funds Trust (Allianz Funds).
                     
Interested Directors
                   
David A. Spector (50)
c/o PNMAC Capital
Management, LLC, 6101
Condor Drive,
Moorpark, CA 93021
 
Director, President, Chief Operating Officer, Authorized Person
 
Indefinite Term. Served since May 29, 2008.
 
Chief Investment Officer of the Investment Adviser; formerly, Co-Head of Global Residential Mortgages for Morgan Stanley and Senior Managing Director, Secondary Markets for Countrywide Financial Corporation.
 
2
 
Member of the Board of Directors of: PennyMac Financial Services, Inc.; PNMAC Mortgage Co., LLC; PennyMac Loan Services, LLC; PNMAC Opportunity Fund Associates, LLC; PennyMac Securities Holding, LLC; PennyMac GP OP, Inc.; PennyMac Corp; PennyMac Loan Services, Inc.; PNMAC Capital Management, LLC; and PMT Funding, LLC.Member of the Board of Trustees of PennyMac Mortgage Investment Trust.
 
 
21

 
 
PNMAC Mortgage Opportunity Fund, LLC
Directors and Officers
                     
Name, Age, and
Address
 
Position(s)
Held with
Master Fund
 
Term of Office
and Length of
Time Served
 
Principal
Occupation(s)
During Past Five
Years
 
Number of
Portfolios in
Master Fund
Complex
Overseen by
Director and
Officers
 
Other Directorships/
Trusteeships Held
                     
Stanford L. Kurland (61)
c/o PNMAC Capital
Management, LLC, 6101
Condor Drive,
Moorpark, CA 93021
 
Chief Executive Officer, Authorized Person
 
Indefinite Term. Served since May 29, 2008.
 
Founder, Chairman and Chief Executive Officer of the Investment Adviser; formerly, Chief Financial Officer and Chief Operating Officer of Countrywide Financial Corporation.
 
2
 
Member of the Board of Directors of: PennyMac Financial Services, Inc.; PNMAC Mortgage Co., LLC; PennyMac Loan Services, LLC; PNMAC Opportunity Fund Associates, LLC; PennyMac Securities Holding, LLC; PennyMac GP OP, Inc.; PennyMac Corp; PennyMac Loan
                     
David M. Walker (58)
c/o PNMAC Capital
Management, LLC, 6101
Condor Drive,
Moorpark, CA 93021
 
Chief Credit Officer (no title with the Master Fund, only with the Investment Adviser)
 
Indefinite Term. Served since May 29, 2008.
 
Chief Credit Officer of the Investment Adviser; formerly, Chief Lending Officer, Chief Credit Officer and Executive Vice President of Secondary
 
2
 
None
                     
Anne D. McCallion (59)
c/o PNMAC Capital
Management, LLC, 6101
Condor Drive,
Moorpark, CA 93021
 
Chief Financial Officer
 
Indefinite Term. Served since April 27, 2009.
 
Chief Financial Officer of the Investment Advisor; formerly Senior Managing Director and Deputy Chief Financial Officer
 
2
 
None
                     
Derek W. Stark (46) c/o
PNMAC Capital
Management, LLC, 6101
Condor Drive,
Moorpark, CA 93021
 
Secretary, Authorized person
 
Indefinite Term. Served since August 14, 2012.
 
Executive Vice President, General Counsel, Corporate and Securities and Assistant Secretary of the
 
2
 
None
                     
Gino Malaspina (45) c/o
PNMAC Capital
Management, LLC, 6101
Condor Drive,
Moorpark, CA 93021
 
Chief Compliance Officer
 
Indefinite Term.
 
Chief Compliance Officer of the Investment Advisor; Director, Cipperman Compliance Services, LLC; formerly, Associate Attorney
 
2
 
None
                     
Vandad Fartaj (39) c/o
PNMAC Capital
Management, LLC, 6101
Condor Drive,
Moorpark, CA 93021
 
Chief Capital Markets Officer (no title with the Master Fund, only with the Investment Adviser)
 
Indefinite Term. Served since March 3, 2010
 
Chief Capital Markets Officer of the Investment Advisor; formerly, Managing Director, Capital Markets for PNMAC Capital Markets, LLC, and Vice President,
 
2
 
None
 
 
22

 
 
PNMAC Mortgage Opportunity Fund, LLC
Directors and Officers
                     
Name, Age, and
Address
 
Position(s)
Held with
Master Fund
 
Term of Office
and Length of
Time Served
 
Principal
Occupation(s)
During Past Five
Years
 
Number of
Portfolios in
Master Fund
Complex
Overseen by
Director and
Officers
 
Other
Directorships/
Trusteeships
Held
                     
Andy S. Chang (36)
c/o PNMAC Capital
Management, LLC,
6101 Condor Drive,
Moorpark, CA 93021
 
Chief Development Officer (no title with the Master Fund, only with the Investment Adviser)
 
Indefinite Term. Served since May 29, 2008
 
Chief Business Development Officer of the Investment Advisor; formerly, Director at Blackrock and leader of its Advisory Services
 
2
 
None
 
 
23

 
(LOGO)
 
PNMAC Mortgage Opportunity Fund, LP
 
Annual Report
As of and for the year ended December 31, 2013
 
 
 

 
 
PNMAC Mortgage Opportunity Fund, LP
Table of Contents
 
 
    Page
     
Financial Statements
   
     
Statement of Assets and Liabilities
 
2
     
Schedule of Investments
 
3
     
Statement of Operations
 
4
     
Statements of Changes in Partners’ Capital
 
5
     
Statement of Cash Flows
 
6
     
Financial Highlights
 
7
     
Notes to Financial Statements
 
10
     
Report of Independent Registered Public Accounting Firm
 
24
     
Additional Information
 
25
     
Directors and Officers
 
27
 
 
 

 
 
PNMAC Mortgage Opportunity Fund, LP
Statement of Assets and Liabilities
December 31, 2013
 
Assets:
     
Investments at fair value (cost $263,256,245)
  $ 342,852,659  
Interest receivable
    23,898  
Other assets
    584,932  
Total assets
    343,461,489  
         
Liabilities:
       
Payable to investment manager
    1,134,019  
Accrued expenses
    299,495  
Total liabilities
    1,433,514  
         
Partners’ capital
  $ 342,027,975  
         
Partners’ capital consists of:
       
General partner
  $ 37,704,608  
Limited partner
    304,323,367  
Total partners’ capital
  $ 342,027,975  
 
The accompanying notes are an integral part of these financial statements.
 
 
2

 
 
PNMAC Mortgage Opportunity Fund, LP
Schedule of Investments
December 31, 2013
 
   
Shares or
       
   
Principal
       
Description
 
Amount
   
Fair Value
 
INVESTMENTS - 100%*
           
Mortgage Investments - 98%*
           
PNMAC Mortgage Co. Funding, LLC ^
  $ 124,413,641     $ 171,163,356  
PNMAC Mortgage Co. Funding II, LLC ^
    98,405,825       118,084,598  
PNMAC Mortgage Co (FI), LLC ^
    30,375,109       30,084,566  
PNMAC Mortgage Co., LLC ^
    1,469,712       14,266,242  
Total Mortgage Investments (Cost $254,664,287)
    254,664,287       333,598,762  
                 
Mortgage-Backed Security - 2% *
               
SWDNSI Trust Series 2010-2 ^
  $ 8,867,664       5,887,357  
Total Mortgage-Backed Security (Cost $5,225,418)
    8,867,664       5,887,357  
                 
Short-Term Investment - <1% *
               
BlackRock Liquidity Funds: TempFund Institutional Shares
    3,366,540       3,366,540  
Total Short-Term Investment (Cost $3,366,540)
    3,366,540       3,366,540  
                 
TOTAL INVESTMENTS (Cost $263,256,245)
            342,852,659  
                 
Liabilities in excess of other assets - <(1%)*
            (824,684 )
TOTAL PARTNERS’ CAPITAL - 100%*
          $ 342,027,975  
 
*
 Percentages are stated as a percent of partners’ capital
^
 Investment represents securities held or issued by related parties
 
All investments are in the United States of America.
 
The accompanying notes are an integral part of these financial statements.
 
 
3

 
 
PNMAC Mortgage Opportunity Fund, LP
Statement of Operations
For the Year Ended December 31, 2013
 
Investment income
     
Dividends
  $ 8,008,849  
Interest
    209,183  
Total investment income
    8,218,032  
         
Expenses
       
Investment advisory fees
    4,391,672  
Insurance
    309,108  
Directors’ fees and expenses
    306,059  
Administration fees
    199,236  
Professional fees
    191,110  
Custody fees
    2,800  
Other
    35,045  
Total expenses
    5,435,030  
         
Net investment income
    2,783,002  
         
Net change in unrealized gain on investments
       
Net change in unrealized gain on investments
    38,971,995  
Net increase in partners’ capital resulting from operations
  $ 41,754,997  
 
The accompanying notes are an integral part of these financial statements.
 
 
4

 
 
 
PNMAC Mortgage Opportunity Fund, LP
Statements of Changes in Partners’ Capital
For the Years Ended December 31, 2013 and 2012

   
General
   
Limited
       
   
Partner
   
Partner
   
Total
 
Partners’ capital, December 31, 2011
  $ 24,474,178     $ 378,888,045     $ 403,362,223  
                         
Distributions
    -       (70,904,708 )     (70,904,708 )
Increase in partners’ capital from operations:
                       
Net investment income
    137       25,167,763       25,167,900  
Net change in unrealized gain on investments
    6       3,644,558       3,644,564  
Net change in Carried Interest
    5,312,099       (5,312,099 )     -  
Net increase in partners’ capital from operations
    5,312,242       23,500,222       28,812,464  
                         
                         
Partners’ capital, December 31, 2012
    29,786,420       331,483,559       361,269,979  
                         
Distributions
    -       (60,997,001 )     (60,997,001 )
Increase in partners’ capital from operations:
                       
Net investment income
    40       2,782,962       2,783,002  
Net change in unrealized gain on investments
    214       38,971,781       38,971,995  
Net change in Carried Interest
    7,917,934       (7,917,934 )     -  
Net increase in partners’ capital from operations
    7,918,188       33,836,809       41,754,997  
                         
Partners’ capital, December 31, 2013
  $ 37,704,608     $ 304,323,367     $ 342,027,975  

The accompanying notes are an integral part of these financial statements.
 
 
5

 

PNMAC Mortgage Opportunity Fund, LP
Statement of Cash Flows
For the Year ended December 31, 2013

Cash flows from operating activities:
     
       
Net increase in partners’ capital resulting from operations
  $ 41,754,997  
         
Adjustments to reconcile net increase in partners’ capital resulting from operations to net cash provided by operating activities:
       
         
Purchases of Mortgage Investments
    (173,333 )
Distributions from Mortgage Investments
    5,000,000  
Sales and repayment of mortgage-backed securities
    635,690  
Net sales of short-term investment
    52,751,365  
Net change in unrealized gain on investments
    (38,971,995 )
Changes in other assets and liabilities:
       
Decrease in receivable from affiliates
    168,576  
Increase in interest receivable
    (10,962 )
Decrease in other assets
    9,414  
Decrease in payable to investment manager
    (99,383 )
Decrease in accrued expenses
    (67,368 )
Net cash provided by operating activities
    60,997,001  
         
Cash flows from financing activities:
       
Capital distributions
    (60,997,001 )
Net cash used in financing activities
    (60,997,001 )
         
Net change in cash
    -  
         
Cash at beginning of year
    -  
Cash at end of year
  $ -  

The accompanying notes are an integral part of these financial statements.
 
 
6

 

PNMAC Mortgage Opportunity Fund, LP
Financial Highlights
As of and for the Years ended December 31, 2013, 2012, 2011, 2010, 2009

For the year ended December 31, 2013
                 
   
General
   
Limited
       
   
Partner (1)
   
Partner
   
Total
 
Total Return (2)
                 
Before Carried Interest
    14.95 %     13.86 %     13.86 %
Carried Interest (3)
    11.63 %     -1.40 %     -  
After Carried Interest
    26.58 %     12.46 %     13.86 %
                         
Internal rate of return (4)
    605.95 %     10.79 %     12.72 %
                         
Ratio of net investment income to weighted average partners capital
    2.18 %     0.86 %     0.86 %
Ratio of expenses to weighted average partners’ capital (1)
    -0.31 %     -1.68 %     -1.68 %
Carried Interest
    430,447.69 %     -2.44 %     -  
Ratio of expenses and carried interest to weighted average partners’ capital
    430,447.38 %     -4.12 %     -1.68 %
                         
Partners’ capital, end of year
  $ 37,704,608     $ 304,323,367     $ 342,027,975  
Portfolio turnover rate (5)
                    0.00 %
                         
For the year ended December 31, 2012
                       
   
General
   
Limited
         
   
Partner (1)
   
Partner
   
Total
 
Total Return (2)
                       
Before Carried Interest
    9.13 %     7.70 %     7.70 %
Carried Interest (3)
    12.58 %     -0.97 %     -  
After Carried Interest
    21.71 %     6.73 %     7.70 %
                         
Internal rate of return (4)
    944.06 %     10.54 %     12.55 %
                         
Ratio of net investment income to weighted average partners capital
    8.44 %     6.57 %     6.57 %
Ratio of expenses to weighted average partners’ capital (1)
    -0.83 %     -2.30 %     -2.30 %
Carried Interest
    327,857.36 %     -1.39 %     -  
Ratio of expenses and carried interest to weighted average partners’ capital
    327,856.53 %     -3.69 %     -2.30 %
                         
Partners’ capital, end of year
  $ 29,786,420     $ 331,483,559     $ 361,269,979  
Portfolio turnover rate (5)
                    15.00 %

(Continued)

The accompanying notes are an integral part of these financial statements.
 
 
7

 

PNMAC Mortgage Opportunity Fund, LP
Financial Highlights
As of and for the Years ended December 31, 2013, 2012, 2011, 2010, 2009

For the year ended December 31, 2011
                 
   
General
   
Limited
       
   
Partner (1)
   
Partner
   
Total
 
Total Return (2)
                 
Before Carried Interest
    8.48 %     6.98 %     6.98 %
Carried Interest (3)
    29.87 %     -1.47 %     -  
After Carried Interest
    38.35 %     5.51 %     6.98 %
                         
Internal rate of return (4)
    1,872.29 %     11.80 %     14.16 %
                         
Ratio of net investment income to weighted average partners capital
    7.22 %     5.82 %     5.82 %
Ratio of expenses to weighted average partners’ capital (1)
    -0.83 %     -2.30 %     -2.30 %
Carried Interest
    451,547.69 %     -1.68 %     -  
Ratio of expenses and carried interest to weighted average partners’ capital
    451,546.86 %     -3.98 %     -2.30 %
                         
Partners’ capital, end of year
  $ 24,474,178     $ 378,888,045     $ 403,362,223  
Portfolio turnover rate (5)
                    7.00 %
                         
For the year ended December 31, 2010
                       
   
General
   
Limited
         
   
Partner (1)
   
Partner
   
Total
 
Total Return (2)
                       
Before Carried Interest
    30.97 %     29.05 %     29.05 %
Carried Interest (3)
    1,613,442.17 %     -4.89 %     -  
After Carried Interest
    1,613,473.14 %     24.16 %     29.05 %
                         
Internal rate of return (4)
    5,897.95 %     15.29 %     18.15 %
                         
Ratio of net investment income to weighted average partners capital
    8.27 %     5.51 %     5.51 %
Ratio of expenses to weighted average partners’ capital (1)
    -0.76 %     -2.36 %     -2.36 %
Carried Interest
    1,386,765.96 %     -4.77 %     -  
Ratio of expenses and carried interest to weighted average partners’ capital
    1,386,765.20 %     -7.13 %     -2.36 %
                         
Partners’ capital, end of year
  $ 17,689,725     $ 402,536,555     $ 420,226,280  
Portfolio turnover rate (5)
                    61.00 %
 
(Continued)
 
The accompanying notes are an integral part of these financial statements.
 
 
8

 

PNMAC Mortgage Opportunity Fund, LP
Financial Highlights
As of and for the Years ended December 31, 2013, 2012, 2011, 2010, 2009

For the year ended December 31, 2009
                 
   
General
   
Limited
       
   
Partner (1)
   
Partner
   
Total
 
Total Return (2)
                 
Before Carried Interest
    11.25 %     7.35 %     7.35 %
Carried Interest (3)
    -       -       -  
After Carried Interest
    11.25 %     7.35 %     7.35 %
                         
Internal rate of return (4)
    6.82 %     4.88 %     4.88 %
                         
Ratio of net investment income to weighted average partners capital
    16.51 %     12.63 %     12.63 %
Ratio of expenses to weighted average partners’ capital (1)
    -1.03 %     -4.21 %     -4.21 %
Carried Interest
    -       -       -  
Ratio of expenses and carried interest to weighted average partners’ capital
    -1.03 %     -4.21 %     -4.21 %
                         
Partners’ capital, end of year
  $ 1,096     $ 230,995,896     $ 230,996,992  
Portfolio turnover rate (5)
                    0.00 %

(1) In accordance with the Partnership Agreement, not all expenses are allocated to the General Partner (see Note 8).
(2) Total return is calculated for each partner class taken as a whole. An investor’s return may vary from these returns based on different fee arrangements (as applicable) and the timing of capital transactions.
(3) The carried interest is allocated (and subsequently distributed) by the Master Fund to the General Partner as allocable shares of the Master Fund’s gains.
(4) Internal rate of return is computed based on the actual dates of the cash inflows (capital contributions), outflows (distributions), with the exception of distributions declared but not paid, net of carried interest on a life-to date basis.
(5) Portfolio turnover rates do not include non-cash contributions or non-cash distributions from Mortgage Investments.

(Concluded)
 
The accompanying notes are an integral part of these financial statements.
 
 
9

 
PNMAC Mortgage Opportunity Fund, LP
Notes to Financial Statements
As of and for the Year ended December 31, 2013
 
Note 1—Organization
 
PNMAC Mortgage Opportunity Fund, LP (the “Master Fund”) is a limited liability partnership organized under the laws of the state of Delaware. The Master Fund is registered under the Investment Company Act of 1940, as amended. Interests in the Master Fund were issued solely in private placement transactions that do not involve any “public offering” within the meaning of Section 4(2) of the Securities Act of 1933, as amended. The investment objective of the Master Fund is to achieve attractive total returns by capitalizing on dislocations in the mortgage market through opportunistic investments primarily in U.S. residential mortgages and related assets, instruments, and entities.
 
The Master Fund is managed by PNMAC Capital Management, LLC (the “Investment Manager”). The Investment Manager is a registered investment adviser with the Securities and Exchange Commission (“SEC”). The general partner of the Master Fund is PNMAC Opportunity Fund Associates, LLC (the “General Partner”), a Delaware limited liability company. Both the Investment Manager and General Partner are wholly-owned subsidiaries of Private National Mortgage Acceptance Company, LLC (“PNMAC”).
 
The Master Fund operates as a master fund in a master-feeder fund structure. The Master Fund acts as a central investment mechanism for (i) PNMAC Mortgage Opportunity Fund, LLC (the “Fund” or “Limited Partner”) and (ii) the General Partner. The Fund owned 89% of the Master Fund at December 31, 2013 and is the sole limited partner. The General Partner has the exclusive right to conduct the operations of the Master Fund.
 
The Master Fund conducts its operations through investments in PNMAC Mortgage Co., LLC, PNMAC Mortgage Co. Funding, LLC, PNMAC Mortgage Co. Funding II, LLC and PNMAC Mortgage Co (FI), LLC (these companies are referred to collectively as the “Mortgage Investments”), as well as investments in mortgage-backed securities (“MBS”).
 
PNMAC Mortgage Co. Funding, LLC is a wholly owned limited liability company. PNMAC Mortgage Co. Funding, LLC acquires, holds and works out distressed U.S. residential mortgage loans and MBS resulting from securitization of such mortgage loans.
PNMAC Mortgage Co. Funding II, LLC is a wholly owned limited liability company. PNMAC Mortgage Co. Funding II, LLC acquires, holds and works out distressed U.S. residential mortgage loans and owns MBS resulting from securitization of such mortgage loans.
PNMAC Mortgage Co (FI), LLC is an investment company that was formed to pool investor capital and take an interest in the proceeds of FNBN I, LLC (“FNBN”). FNBN is a limited liability company formed to own a pool of residential mortgage loans in a transaction with the Federal Deposit Insurance Corporation (the “FDIC”). The FDIC owns a substantial participation interest in the proceeds of the mortgage loans held by FNBN that depends on the amount of proceeds collected; the remaining share is owned by PNMAC Mortgage Co (FI), LLC. At December 31, 2013, the Master Fund owned 68% of PNMAC Mortgage Co (FI), LLC.
PNMAC Mortgage Co., LLC is a wholly owned limited liability company. PNMAC Mortgage Co., LLC acquires, holds and works out distressed U.S. residential mortgage loans.
 
Through their mortgage servicing agreements with PennyMac Loan Services, LLC (“PLS”), the Mortgage Investments proactively work with borrowers to perform loan servicing and loss mitigation activities to maximize returns and minimize credit losses. PLS is a wholly owned subsidiary of PNMAC.
 
The accompanying notes are an integral part of these financial statements.
 
10

 

PNMAC Mortgage Opportunity Fund, LP
Notes to Financial Statements
As of and for the Year ended December 31, 2013
 
The Mortgage Investments seek to maximize the value of the mortgage loans that they acquire based on whether the acquired loans are performing or nonperforming:
 
 
The objective for performing loans is value enhancement through effective “high touch” servicing, which is based on significant levels of borrower outreach and contact, and the ability to implement long-term, sustainable loan modification and restructuring programs that address borrowers’ ability and willingness to pay their mortgage loans. Once a Mortgage Investment has improved the credit quality of a loan, the Master Fund may monetize the enhanced value through various disposition strategies.
 
When loan modifications and other efforts are unable to cure distressed loans, the Mortgage Investments’ objective is to effect timely acquisition and liquidation of the property securing the mortgage loan.
 
As market conditions permit, PNMAC Mortgage Co., LLC may transfer the mortgage loans it owns to the Master Fund to be securitized for financing purposes or sale. The Master Fund may hold interests in pools of such securitized mortgages and invests directly in other mortgage-related investment securities.
 
The Master Fund began operations on August 11, 2008 and will continue in existence through December 31, 2016, subject to three one-year extensions by the Investment Manager at its discretion, in accordance with the terms of the Limited Partnership Agreement governing the Master Fund.
 
Note 2—Significant Accounting Policies
 
The Master Fund prepares its financial statements in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) as codified by the Financial Accounting Standards Board (“FASB”) in its Accounting Standards Codification (the “Codification”). The Master Fund reports its investments in the Mortgage Investments in accordance with the Special Rules of General Application to Registered Investment Companies topic of the Codification and the AICPA Audit and Accounting Guide: Investment Companies. These rules do not permit the Master Fund to consolidate its ownership interest in its investments.
 
Following are the significant accounting policies adopted by the Master Fund:
 
Use of Estimates
The preparation of financial statements in conformity with U.S. GAAP requires the Investment Manager to make estimates and assumptions that affect the reported amount of assets and liabilities, recognition of distribution income and disclosure of contingent assets and liabilities at the date of the financial statements. Actual results will likely differ from those estimates.
 
Fair Value
The Master Fund carries its investments at their estimated fair values with changes in fair value recognized in current period results of operations. The Master Fund groups its assets and liabilities at fair value in three levels, based on the markets in which the assets and liabilities are traded and the observability of the assumptions used to determine fair value. The three levels are described below:
 
Level 1 – Quoted prices in active market for identical assets or liabilities.
 
Level 2 – Prices determined using other significant observable inputs. Observable inputs are inputs that other market participants would use in pricing an asset or liability and are developed
 
The accompanying notes are an integral part of these financial statements.
 
11

 

PNMAC Mortgage Opportunity Fund, LP
Notes to Financial Statements
As of and for the Year ended December 31, 2013
 
based on market data obtained from sources independent of the Master Fund. These may include quoted prices for similar assets and liabilities, interest rates, prepayment speeds, credit risk and others.
 
Level 3 – Prices determined using significant unobservable inputs. In situations where quoted prices or observable inputs are unavailable (for example, when there is little or no market activity for an investment at the end of the period), unobservable inputs may be used. Unobservable inputs reflect the Investment Manager’s own assumptions about the factors that market participants use in pricing an asset or liability, and are based on the best information available in the circumstances.
 
While the Investment Manager believes its valuation methods are appropriate and consistent with those used by other market participants, the use of different methods or assumptions to estimate the fair value of certain financial instruments would likely result in a different estimate of fair value at the reporting date. Those estimated values may differ significantly from the values that would have been used had a readily available market for such assets or liabilities existed, or had such assets or liabilities been liquidated, and those differences could be material to the financial statements.
 
Short-term Investment
The short-term investment is carried at fair value with changes in fair value recognized in current period income.  Short-term investment, which represents an investment in an institutional liquidity (or money market) fund, is valued based on the value per share published by the manager of the money market fund on the valuation date.  The Master Fund’s short-term investment is classified as a “Level 1” fair value financial statement item.
 
Mortgage-Backed Securities
The Master Fund records purchases and sales of MBS on the trade date basis of accounting. The Master Fund’s investments in MBS are carried at their estimated fair values with changes in the estimated fair value of MBS recognized in current period results of operations. Changes in fair value arising from amortization of purchase premiums and accrual of unearned discounts are recognized as a component of interest income. Realized gains and losses from security transactions are determined using the specific identification method. The Master Fund categorizes its investment in non-Agency MBS as a “Level 3” fair value financial statement item due to the present lack of an active market for such securities.
 
Interest Income Recognition
Interest income on MBS is recognized over the life of the security using the effective interest method. The Investment Manager estimates, at the time of purchase, the future expected cash flows and determines the effective interest rate based on the estimated cash flows and the Master Fund’s purchase price. The Investment Manager updates its cash flow estimates monthly.
 
Estimating cash flows is subject to a number of assumptions that are subject to uncertainties, including the rate and timing of principal repayments, the pass-through or coupon interest rate, interest rate fluctuations, interest payment shortfalls due to delinquencies on the underlying mortgage loans, the likelihood of modification and the timing of the magnitude of credit losses on the mortgage loans underlying the securities. The Investment Manager applies its judgment in developing its assumptions. These uncertainties are difficult to predict and are subject to future events whose outcomes will affect the Master Fund’s fair value estimates and interest income.
 
The accompanying notes are an integral part of these financial statements.
 
12

 

PNMAC Mortgage Opportunity Fund, LP
Notes to Financial Statements
As of and for the Year ended December 31, 2013
 
Mortgage Investments
The Mortgage Investments are carried at fair value. Changes in the estimated fair value of the Mortgage Investments are recognized in current period results of operations. The Mortgage Investments are valued based on the Master Fund’s proportionate ownership share of the fair value of the underlying assets and liabilities of companies comprising the Mortgage Investments given that the loans or loan participation interest and real estate acquired in settlement of loans (“REO”) held by the Mortgage Investments, net of collateralized borrowings,  represent substantially all of the net asset value held by these entities. Because the values of the Mortgage Investments have been estimated by the Investment Manager in the absence of readily determinable fair values, the Master Fund categorizes these investments as “Level 3” fair value financial statement items.
 
PNMAC Mortgage Co (FI), LLC’s operating agreement with the FDIC governing its investment in FNBN limits PNMAC Mortgage Co (FI), LLC’s ability to transfer any of its rights or interests in FNBN. PNMAC Mortgage Co (FI), LLC may only transfer all or any part of its interest or rights if (i) the transferee is a qualified transferee as defined in the operating agreement and (ii) it first obtains prior written consent of the FDIC. The contract specifies that the consent shall not be unreasonably withheld, delayed or conditioned, if the transferee is a qualified transferee.
 
Dividend Income
Dividend income is recorded on the ex-dividend date or, using reasonable diligence, when known to the Master Fund.
 
Expenses
The Master Fund is charged for those expenses that are directly attributable to it, such as, but not limited to advisory fees, custody fees, and interest expense. Expenses that are not directly attributable to the Master Fund are generally allocated among the entities in proportion to their assets. All general and administrative expenses are recognized on the accrual basis of accounting.
 
Income Taxes
The Master Fund has elected to be treated as a partnership for federal income tax purposes. Each partner is responsible for the tax liability or benefit relating to such partner’s distributive share of taxable income or loss. Accordingly, no provision for federal income taxes is reflected in the accompanying financial statements.
 
The Investment Manager’s assessment of the requirement to provide for income taxes also includes an assessment of the liability arising from uncertain income tax positions. The Investment Manager has concluded that there is no tax liability resulting from unrecognized tax benefits relating to uncertain income tax positions that will be taken on the tax return for the fiscal year ended December 31, 2012. The Investment Manager is not aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly change in the next twelve months. In developing its conclusion, the Investment Manager of the Master Fund has analyzed all tax years that are open for examination by the relevant income taxing authority. As of December 31, 2013, open federal and state income tax years include the tax years ended December 31, 2010 through 2013 and December 31, 2009 through 2013, respectively. The Master Fund has no examination in progress.
 
If applicable, the Master Fund will recognize interest accrued related to unrecognized tax benefits in “interest expense” and penalties in “other expenses” on the statement of operations.
 
The accompanying notes are an integral part of these financial statements.
 
13

 

PNMAC Mortgage Opportunity Fund, LP
Notes to Financial Statements
As of and for the Year ended December 31, 2013
 
No distributions will be made by the Master Fund to cover any taxes due on Limited Partners’ investments in the Master Fund. Investors may not redeem capital from the Master Fund, and they must have other sources of cash available to them to pay such taxes.
 
Partners’ Capital
Net profits or net losses of the Master Fund for each month are allocated to the capital accounts of partners as of the last day of each month in accordance with the partners’ respective investment ownership percentages of the Master Fund. Net profits or net losses are measured as the net change in the value of the partners’ capital of the Master Fund during the fiscal period, before giving effect to any repurchases of interest in the Master Fund, and excluding the amount of any items to be allocated to the capital accounts of the partners of the Master Fund, other than in accordance with the partners’ respective investment ownership percentages.
 
Capital Distributions and Carried Interest
Distributions are made in accordance with the following distribution priorities:
 
 
1.
First, 100% to the Limited Partner until the Limited Partner has received 100% of the Limited Partner’s capital contributions (irrespective of whether such capital contributions were used to make investment, pay management fees and expenses or any other purpose);
 
2.
Second, 100% to the Limited Partner, until the Limited Partner has received a preferred return on the amounts described in (1) above calculated at a rate of 8%, compounded annually;
 
3.
Third, 100% to the General Partner until the General Partner has received an amount equal to 20% of the sum of (a) the profits distributed to the Limited Partner pursuant to (2) above and (b) the amount paid to the General Partner pursuant to this item (3); and
 
4.
Thereafter, (i) 80% to the Limited Partner and (ii) 20% to the General Partner (the “Carried Interest”).
 
The Carried Interest is allocated (and subsequently distributed) by the Master Fund to the General Partner as allocable shares of the Master Fund’s gains.
 
Indemnifications
Under the Master Fund’s organizational documents, its officers and directors are indemnified against certain liabilities arising out of the performance of their duties to the Master Fund. In addition, in the normal course of business, the Master Fund may enter into contracts that provide general indemnification to other parties. The Master Fund’s maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Master Fund that have not yet occurred, and may not occur. However, the Master Fund has not had prior claims or losses pursuant to these contracts and expects the risk of loss to be remote.
 
The accompanying notes are an integral part of these financial statements. 
 
14

 

PNMAC Mortgage Opportunity Fund, LP
Notes to Financial Statements
As of and for the Year ended December 31, 2013
 
Note 3—Fair Value
 
Following is a summary of financial statement items that are measured at estimated fair value on a recurring basis for the year ended December 31, 2013:
 
   
Level 1
   
Level 2
   
Level 3
   
Total
 
Assets:
                       
Short-term investment
  $ 3,366,540     $ -     $ -     $ 3,366,540  
PNMAC Mortgage Co. Funding, LLC
    -       -       171,163,356       171,163,356  
PNMAC Mortgage Co. Funding II, LLC
    -       -       118,084,598       118,084,598  
PNMAC Mortgage Co (FI), LLC
    -       -       30,084,566       30,084,566  
PNMAC Mortgage Co., LLC
    -       -       14,266,242       14,266,242  
Mortgage-backed security
    -       -       5,887,357       5,887,357  
    $ 3,366,540     $ -     $ 339,486,119     $ 342,852,659  
 
There were no transfers of items measured at fair value between fair value hierarchy levels during the year ended December 31, 2013.
 
The following table presents a roll forward of the assets for which Level 3 inputs were used to determine value for the year ended December 31, 2013.
 
         
PNMAC
                         
   
PNMAC
   
Mortgage Co
   
PNMAC
   
PNMAC
   
Mortgage-
       
   
Mortgage Co
   
Funding II,
   
Mortgage Co
   
Mortgage Co,
   
Backed
       
   
Funding, LLC
   
LLC
   
(FI), LLC
   
LLC
   
Security
   
Total
 
Assets:
                                   
Balance at January 1, 2013
  $ 151,835,167     $ 102,662,950     $ 32,034,909     $ 14,424,116     $ 5,019,339     $ 305,976,481  
Purchases
    -       -       173,333       -       -       173,333  
Repayments
    -       -       -       -       (635,690 )     (635,690 )
Distributions
    (5,000,000 )     -       -       -       -       (5,000,000 )
Changes in fair value*
    24,328,189       15,421,648       (2,123,676 )     (157,874 )     1,503,708       38,971,995  
Balance at December 31, 2013
  $ 171,163,356     $ 118,084,598     $ 30,084,566     $ 14,266,242     $ 5,887,357     $ 339,486,119  
                                                 
Changes in fair value recognized during the year relating to assets still held at December 31, 2013
  $ 24,328,189     $ 15,421,648     $ (2,123,676 )   $ (157,874 )   $ 1,503,708     $ 38,971,995  
 
* Changes in fair value as a result of changes in instrument-specific credit risk relating to mortgage loans held by the Mortgage Investments totaled $7,008,600 for the year ended December 31, 2013.
 
Valuation Techniques and Assumptions
 
Most of the Master Fund’s assets are carried at fair value with changes in fair value recognized in current period income. A substantial portion of those assets are “Level 3” financial statement items which require the use of significant unobservable inputs in the estimation of the assets’ values. Unobservable inputs reflect the Master Fund’s own assumptions about the factors that market participants use in pricing an asset or liability, and are based on the best information available under the circumstances.
 
The accompanying notes are an integral part of these financial statements. 
 
15

 

PNMAC Mortgage Opportunity Fund, LP
Notes to Financial Statements
As of and for the Year ended December 31, 2013
 
The Investment Manager has assigned the responsibility for estimating the fair values of “Level 3” financial statement items to its Financial Analysis and Valuation group (the “FAV group”), which is responsible for valuing and monitoring the Fund’s investment portfolios and maintenance of its valuation policies and procedures.
 
The FAV group reports to the Investment Manager’s valuation committee, which oversees and approves the valuations. The valuation committee includes the Investment Manager’s chief executive, financial, operating, credit, and asset/liability management officers.
 
The FAV group monitors the models used for valuation of the Master Fund’s “Level 3” financial statement items, including the models’ performance versus actual results and reports those results to the valuation committee. The results developed in the FAV group’s monitoring activities are used to calibrate subsequent projections used for valuation.
 
The FAV group is responsible for reporting to the Investment Manager’s valuation committee on a monthly basis on the changes in the valuation of the portfolio, including major factors affecting the valuation and any changes in model methods and assumptions. To assess the reasonableness of its valuations, the FAV group presents an analysis of the effect on the valuation of each of the changes to the significant inputs to the models.
 
The following describes the methods used to estimate the fair values of Level 3 financial statement items:
 
Mortgage Investments
 
The Master Fund’s primary investments are the Mortgage Investments. Summarized financial information for these investments are presented in Note 4Mortgage Investments below. Most of the Mortgage Investments’ assets are mortgage loans and REO which are carried at fair value. Following are the valuation methods and assumptions applied in the measurement of these assets.
 
Mortgage Loans
 
The mortgage loans held by the Mortgage Investments are generally not saleable into active mortgage loan markets. Therefore the Master Fund classifies these assets as “Level 3” financial statement items, and their fair values are generally estimated using a discounted cash flow valuation model. Inputs to the model include current interest rates, loan amount, payment status and property type, and forecasts of future interest rates, home prices, prepayment speeds, default and loss severities.  
 
The Investment Manager incorporates lack of liquidity into its fair value estimates based on the type of asset or liability measured and the valuation method used. For example, for mortgage loans where the significant inputs have become unobservable due to illiquidity in the markets for distressed mortgage loans or non-Agency, non-conforming mortgage loans, a discounted cash flow technique is used to estimate fair value. This technique incorporates forecasting of expected cash flows discounted at an appropriate market discount rate that is intended to reflect the lack of liquidity in the market.
 
The valuation process includes the computation by stratum of the loan population and a review for reasonableness of various measures such as weighted average life, projected prepayment and default speeds, and projected default and loss percentages. The Investment Manager’s FAV staff computes the effect on the valuation of changes in input variables such as interest rates, home prices, and delinquency status to assess the reasonableness of changes in the loan valuation. The results of the estimates of fair value of the Mortgage Investments’ loans are reported to the Investment Manager’s valuation committee as part of its review and approval of monthly valuation results.
 
The accompanying notes are an integral part of these financial statements.
 
16

 
 
PNMAC Mortgage Opportunity Fund, LP
Notes to Financial Statements
As of and for the Year ended December 31, 2013
 
Changes in fair value attributable to investment-specific credit risk are measured by the effect the loan’s fair value of changes in respective loan’s delinquency status at period-end from the later of the beginning of the period or acquisition date.
 
The significant unobservable inputs used in the fair value measurement of the Master Fund’s mortgage loans are discount rate, home price projections, voluntary prepayment speeds and default speeds. Significant changes in any of those inputs in isolation could result in a significant change to the loans’ fair value measurement. Increases in home price projections are generally accompanied by an increase in voluntary prepayment speeds.
 
Following is a quantitative summary of key assumptions used in the valuation of mortgage loans at fair value:
         
       
Range
Valuation Techniques
 
Key Inputs
 
(Weighted average)
Discounted cash flow
 
Discount rate
 
7.2% - 17.3%
       
(11.3%)
   
Twelve-month housing price index change
 
2.4% - 4.2%
       
(3.7%)
   
Voluntary Prepayment speed (Life voluntary CRR) (1)
 
0.0% - 3.8%
       
(2.8%)
   
Total Prepayment speed (Life total CPR) (2)
 
1.0% - 25.3%
       
(18.5%)

(1)
Prepayment speed is measured using Constant Repayment Rate (“CRR”)
(2)
Prepayment speed is measured using Conditional Prepayment Rate (“CPR”)
 
Real Estate Acquired in Settlement of Loans
 
Fair value of REO is determined by using a current estimate of value from a broker’s price opinion, a full appraisal or the price given in a pending contract of sale. REO values are reviewed by the Investment Manager’s staff appraisers when the Master Fund obtains multiple indications of value and there are significant differences between the values received. The Investment Manager’s staff appraisers will attempt to resolve the differences between the indications of value. In circumstances where the appraisers are not able to generate adequate data to support a value conclusion, the staff appraisers will order an additional appraisal to resolve the property’s value.
 
REO may be subsequently revalued due to the Master Fund receiving greater access to the property, the property being held for an extended period or management receiving indications that the property’s value may not be supported by developing market conditions.
 
Mortgage-Backed Security
 
The Master Fund’s investment in MBS is a non-Agency MBS backed by distressed non-performing loans. Agency MBS refers to securities issued by the Federal Home Loan Mortgage Corporation, the Federal National Mortgage Association, and the Government National Mortgage Association.
 
The accompanying notes are an integral part of these financial statements.
 
17

 
 
PNMAC Mortgage Opportunity Fund, LP
Notes to Financial Statements
As of and for the Year ended December 31, 2013
 
Fair value of non-Agency MBS is determined based on whether the MBS is backed by loans held by the Master Fund or the Mortgage Investments, or by non-affiliates. MBS backed by mortgage loans held by the Master Fund or the Mortgage Investments are valued using the approach described under Mortgage Loans above. The Master Fund and the Mortgage Investments do not hold any MBS backed by loans held by non-affiliates.
         
       
Range
Valuation Techniques
 
Key Inputs
 
(Weighted average)
Discounted cash flow
 
Discount rate
 
7.2% - 15.0%
       
(11.1%)
   
Twelve-month housing price index change
 
3.0% - 6.1%
       
(3.3%)
   
Voluntary Prepayment speed (Life voluntary CRR) (1)
 
0.1% - 3.8%
       
(2.7%)
   
Total Prepayment speed (Life total CPR) (2)
 
1.0% - 25.3%
       
(19.7%)

(1)
Prepayment speed is measured using Constant Repayment Rate (“CRR”)
(2)
Prepayment speed is measured using Conditional Prepayment Rate (“CPR”)
 
Note 4—Mortgage Investments
 
Following is a summary of the condensed balance sheet of the Master Fund’s investments in the Mortgage Investments as of December 31, 2013:
                         
   
PNMAC
   
PNMAC
   
PNMAC
   
PNMAC
 
   
Mortgage Co.
   
Mortgage Co.
   
Mortgage Co
   
Mortgage Co.,
 
   
Funding, LLC
   
Funding II, LLC
   
(FI), LLC
   
LLC
 
Assets:
                       
Cash and short-term investments
  $ 5,349,169     $ 1,207,597     $ -     $ 8,824,259  
Mortgage loans at fair value
    158,263,440       121,421,477       38,446,629       10,386,319  
Real estate acquired in settlement of loans at fair value
    15,779,542       9,301,777       2,215,217       137,218  
Other assets
    15,205,945       13,042,875       3,852,857       2,017,324  
      194,598,096       144,973,726       44,514,703       21,365,120  
Liabilities:
                               
Collateralized borrowings
    22,936,600       26,813,113       -       5,911,254  
Other liabilities
    498,140       76,015       134,758       1,187,624  
      23,434,740       26,889,128       134,758       7,098,878  
Members’ equity
  $ 171,163,356     $ 118,084,598     $ 44,379,945     $ 14,266,242  
                                 
Master Fund’s investment in Mortgage Investments at December 31, 2013
  $ 171,163,356     $ 118,084,598     $ 30,084,566     $ 14,266,242  
 
The accompanying notes are an integral part of these financial statements.
 
18

 
 
PNMAC Mortgage Opportunity Fund, LP
Notes to Financial Statements
As of and for the Year ended December 31, 2013
 
Concentrations of Credit Risk
 
The Mortgage Investments have assumed a concentration of credit risk in connection with their investments in mortgage loans and REO. The following is a summary of the distribution of loans included in the Mortgage Investments’ portfolios as measured by fair value at December 31, 2013 and represents the Master Fund’s proportionate interest in such assets:
                   
               
Weighted
   
Fair
   
%
 
average
Loan Type
 
Value
   
Partners’ capital
 
note rate
ARM / Hybrid
  $ 141,658,351       41.42 %     5.15 %
Fixed
    136,961,699       40.04 %     5.94 %
Step Rate
    2,051,996       0.60 %     10.17 %
Balloon
    35,598,331       10.41 %     2.38 %
Other
    56,458       0.02 %     7.00 %
Total Portfolio
  $ 316,326,835       92.49 %     5.08 %
                         
                   
Weighted
   
Fair
   
%
 
average
Lien Position
 
Value
   
Partners’ capital
 
note rate
1st Lien
  $ 315,025,844       92.11 %     4.96 %
2nd Lien
    1,300,991       0.38 %     7.61 %
Total Portfolio
  $ 316,326,835       92.49 %     5.08 %
                         
                   
Weighted
   
Fair
   
%
 
average
Loan Age (1)
 
Value
   
Partners’ capital
 
note rate
Less than 24 months
  $ 327,754       0.10 %     4.91 %
24-36 months
    6,063       0.00 %     5.25 %
48-60 months
    809,399       0.24 %     2.94 %
36-48 months
    1,687,838       0.49 %     5.01 %
60 months or more
    313,495,781       91.66 %     5.09 %
Total Portfolio
  $ 316,326,835       92.49 %     5.08 %
                         
                   
Weighted
   
Fair
   
%
 
average
Current Loan-to-Value(2)
 
Value
   
Partners’ capital
 
note rate
Less than 80%
  $ 51,215,081       14.97 %     5.05 %
80%-99.99%
    69,682,145       20.37 %     4.71 %
100%-119.99%
    80,031,393       23.40 %     4.99 %
120% or Greater
    115,398,216       33.75 %     5.27 %
Total Portfolio
  $ 316,326,835       92.49 %     5.08 %
 
The accompanying notes are an integral part of these financial statements.
 
19

 
 
PNMAC Mortgage Opportunity Fund, LP
Notes to Financial Statements
As of and for the Year ended December 31, 2013
                   
               
Weighted
 
         
%
   
average
 
Geographic Distribution
 
Fair Value
   
Partners’ capital
   
note rate
 
California
  $ 64,934,163       18.99 %     3.77 %
Florida
    46,719,541       13.66 %     6.08 %
New York
    41,226,948       12.05 %     5.73 %
New Jersey
    21,149,905       6.18 %     5.47 %
Illinois
    13,379,460       3.91 %     5.16 %
Maryland
    13,065,134       3.82 %     4.46 %
Other
    115,851,684       33.88 %     5.02 %
Total Portfolio
  $ 316,326,835       92.49 %     5.08 %

1
Loan Age reflects the age of the loan as of December 31, 2013.
   
2
Current loan-to-value measures the ratio of the current balance of the loan and all superior liens (“Loan”) to the estimate of the value of the property securing the liens (“Value”) as of December 31, 2013.
 
Following is a summary of the distribution of REO:
             
         
%
Geographic Distribution
 
Fair Value
   
Partners’ capital
Florida
  $ 5,311,873       1.55 %
New York
    3,444,297       1.01 %
California
    2,879,560       0.84 %
Illinois
    1,859,247       0.54 %
New Jersey
    1,335,693       0.39 %
Other
    11,905,025       3.49 %
Total Portfolio
  $ 26,735,695       7.82 %
 
Note 5 – Mortgage-Backed Security
 
The MBS held by the Master Fund as of December 31, 2013 was issued by SWDNSI Trust Series 2010-2, a statutory trust created by PNMAC Mortgage Co, LLC. It is secured by non-agency distressed and non-performing mortgage loans held at PNMAC Mortgage Co, LLC which have a fair value of $5,887,357 and a market yield based on its fair value of 3.8% as of December 31, 2013.
 
Note 6—Investment Transactions
 
For the year ended December 31, 2013, the Master Fund purchased an additional interest in the PNMAC Mortgage Co (FI), LLC for $173,333.
 
For the year ended December 31, 2013, the Master Fund received a return of capital distribution from its investment in PNMAC Mortgage Co Funding, LLC for $5,000,000 and dividend distributions from its investment in PNMAC Mortgage Co (FI), LLC totaling $8,008,848.
 
The accompanying notes are an integral part of these financial statements.
 
20

 
 
PNMAC Mortgage Opportunity Fund, LP
Notes to Financial Statements
As of and for the Year ended December 31, 2013
 
Note 7—Investment Advisory, Administration and Custodian Fees
 
The Master Fund has an Investment Management Agreement with PNMAC Capital Management, LLC. Under the terms of the agreement, the Master Fund pays the Investment Manager a fee equal an annual rate of 1.5% of the Master Fund’s net asset value so long as the fee does not exceed 1.5% of the aggregate capital contributions to the Master Fund. The General Partner is not charged a management fee. The only expenses charged to the General Partner are those specifically relating to it.
 
Investment advisory fees for the year ended December 31, 2013 were $4,391,672, of which $1,134,019 was payable to the Investment Manager at year-end.
 
The Master Fund has engaged U.S. Bancorp Fund Services, LLC to serve as the Master Fund’s administrator, fund accountant, transfer agent, and dividend paying agent. The Master Fund pays the administrator a monthly fee computed at an annual rate of 0.04% of the first $1,000,000,000 of the Master Fund’s total monthly net assets, 0.03% on the next $1,000,000,000 of the Master Fund’s total monthly net assets, and 0.02% on the balance of the Master Fund’s total monthly net assets subject to an annual minimum fee of $180,000. The administration expense for the year ended December 31, 2013 was $199,236.
 
The Master Fund and an affiliated fund have engaged U.S. Bank, N.A. to provide mortgage loan accounting services for the mortgage loans held in the mortgage subsidiaries. The Master Fund and an affiliated fund pay U.S. Bank, N.A. a monthly fee computed at an annual rate of 0.9% of assets subject to an annual minimum fee of $20,000. The loan accounting fee charged to the Master Fund for the year ended December 31, 2013 was $49,217.
 
U.S. Bank, N.A. serves as the Master Fund’s custodian. The Master Fund pays the custodian a monthly fee computed at an annual rate of 0.01% on the Master Fund’s average daily market value subject to an annual minimum fee of $28,800 across all fund complexes. Custody fees charged to the Master Fund for the year ended December 31, 2013 were $2,800.
 
Note 8—Directors and Officers
 
The Fund and Master Fund share the same board of directors. The Master Fund’s board of directors has overall responsibility for monitoring and overseeing the investment program of the Master Fund and its management and operations. All directors’ fees and expenses are paid by the Master Fund. Independent directors receive an annual retainer of $64,800 and a fee per meeting of the board of directors or committees of $2,000, subject to a cap of $15,000 per year for all non-regularly-scheduled meetings. The audit committee chair receives an annual retainer of $10,000 in addition to the amounts above. Directors are reimbursed by the Master Fund for their travel expenses related to board meetings. The total director fees and expenses incurred for the year ended December 31, 2013 were $306,059, of which $56,455 was payable at year-end.
 
One of the directors is an officer of the advisor and the Master Fund and receives no compensation from the Master Fund for serving as a Director.
 
Certain officers of the Master Fund are affiliated with the Investment Manager. Such officers receive no compensation from the Master Fund for serving in their respective roles.
 
The accompanying notes are an integral part of these financial statements.
 
21

 
 
PNMAC Mortgage Opportunity Fund, LP
Notes to Financial Statements
As of and for the Year ended December 31, 2013
 
Note 9—Transactions with Affiliates
 
As of December 31, 2013, $37,702,654 in carried interest has been reallocated from the Limited Partners capital account to the General Partner’s capital account of which $7,917,934 was allocated in the year ended December 31, 2013 (as described in Note 2).
 
The Master Fund incurred investment advisory fees of $4,391,672 during the year ended December 31, 2013, of which $1,134,019 was payable to the Investment Manager at year end.
 
PLS acts as the primary mortgage servicer for all mortgages owned by the Mortgage Investments. The servicing agreement with the Mortgage Investments generally provides for servicing fees of 50 to 100 basis points of unpaid principal balance per year, depending on the type and quality of the loans being serviced, plus other specified fees and charges. The servicing arrangement also requires that PLS will rebate to the Mortgage Investments an amount equal to 13% of servicing-related fees charged to the Mortgage Investments to approximate overall “at cost” pricing with respect to loan servicing activities for such assets. Total servicing fees charged by PLS to the Mortgage Investments before such waiver amounted to $4,311,923 for the year ended December 31, 2013. PLS provided to the Mortgage Investments rebates relating to such charges totaling $713,951 for the year ended December 31, 2013.
 
The Master Fund’s short-term investment, the BlackRock Liquidity Funds: TempFund Institutional Shares, is managed by BlackRock Institutional Management Corporation which is a wholly owned subsidiary of BlackRock, Inc. BlackRock Inc. is an affiliate of the Master Fund. For the year ended December 31, 2013, the Master Fund received $2,600 of dividend income from this short-term investment.
 
Note 10—Risk Factors
 
The Master Fund’s investment activities expose it to various types and degrees of risk associated with the financial instruments and markets in which it invests.
 
Investments in MBS and mortgage loans have exposure to risk that includes interest rate risk, market risk, and default risk (the potential non-payment of principal and interest, including default or bankruptcy of the issuer or the intermediary in the case of a mortgage loan participation). Mortgage loans are also subject to prepayment risk, which will affect the maturity of, and yield on, such investments and any MBS into which such mortgage loans have been securitized.
 
Investments in REO are also subject to various risk factors. Generally, real estate investments could be adversely affected by a recession, natural disaster or general economic downturn in the area where the properties are located as well as the availability of similar properties in such area. Real estate investment performance is also subject to the effectiveness of a particular property manager in managing the property.
 
The Master Fund is indirectly subject to interest rate risk. Interest rate risk is the risk that investments in loans held by the Mortgage Investments will decline in value because of changes in market interest rates. Investments in mortgage loans with long-term maturities may experience significant decreases in value if long-term interest rates increase.
 
Market risk represents the potential loss in value of financial instruments caused by movements in market factors including, but not limited to, market liquidity, investor sentiment, interest rates and foreign
 
The accompanying notes are an integral part of these financial statements.
 
22

 
 
PNMAC Mortgage Opportunity Fund, LP
Notes to Financial Statements
As of and for the Year ended December 31, 2013
 
exchange rates. The Master Fund’s portfolio includes certain investments that are generally illiquid and have a greater amount of market risk than more liquid investments. These investments may trade in limited markets or have restrictions on resale or transfer and may not be able to be liquidated on demand if needed. The value assigned to these investments may differ significantly from the values that could be realized upon liquidation or that would have been used had a ready market existed. Such differences could be material to the financial statements.
 
Adverse changes in economic conditions are more likely to lead to a weakened capacity of borrowers to make principal interest payments. An economic downturn could severely affect the ability of highly leveraged borrowers to service their debt obligations or to repay their obligations. Under adverse market or economic conditions, the secondary market could contract further as well, increasing the illiquid nature of the loans. As a result, the Mortgage Investments could find it more difficult to sell loans or may be able to sell only at prices lower than if such investments were widely traded.
 
An investment in the Master Fund is subject to investment risk, including the possible loss of the entire investment. An investment in the Master Fund represents an indirect investment in the loans held by the Mortgage Investments. The value, like other market investments, may move up or down, sometimes rapidly and unpredictably. An investment in the Master Fund at any point in time may be worth less than the original investment. Investment values can fluctuate for several reasons including the general condition of the mortgage market or when political or economic events affecting the issuers occur.
 
As part of its investment strategy, the Master Fund may utilize borrowings. Master Fund investments may also use borrowings in the ordinary course of their operations. The use of borrowings, and the Master Fund’s ability to service the debt and comply with all of the covenants relating to such borrowings, may materially affect the operations of the Master Fund or its investments, and thus its ultimate value. Financing may not always be available on acceptable terms, in the necessary amounts, or for the period needed. This could have a material negative impact on the performance of the Master Fund.
 
The Master Fund clears substantially all of its investment purchases and sales and maintains substantially all of its investments and cash positions at U.S. Bank, N.A. Credit risk is measured by the loss the Master Fund would record if U.S. Bank, N.A. failed to perform pursuant to the terms of its obligations.
 
Due to the nature of the master fund/feeder fund structure, the Master Fund could be materially affected by subscription or redemption activity.
 
Note 11—Subsequent Events
 
Management has evaluated all events or transactions through the date of issuance of these financial statements. During this period, the Master Fund received dividends from a related party in the amount of $777,545 and paid a distribution to the Fund in the amount of $378,664 for the payment of shareholder servicing fees.
 
****
 
The accompanying notes are an integral part of these financial statements.
 
23

 
 
   
(deloitte logo)
Deloitte & Touche LLP
 
Suite 200
 
350 South Grand Avenue
 
Los Angeles, CA 90071-3462
 
USA
 
Tel: +1 213 688 0800
 
Fax: +1 213 688 0100
To the Board of Directors and Partners of
PNMAC Mortgage Opportunity Fund, LP:
www.deloitte.com
 
We have audited the accompanying statement of assets and liabilities of PNMAC Mortgage Opportunity Fund, LP (the “Master Fund”), including the schedule of investments, as of December 31, 2013, and the related statements of operations and cash flows for the year then ended, the statement of changes in partners’ capital for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended. These financial statements and financial highlights are the responsibility of the Master Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.
 
We conducted our audits in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. The Master Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Master Fund’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. Our procedures included confirmation of investments owned as of December 31, 2013, by correspondence with the custodian and brokers; where replies were not received from the custodian, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.
 
In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of PNMAC Mortgage Opportunity Fund, LP as of December 31, 2013, the results of its operations and its cash flows for the year then ended, the changes in its partners’ capital for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.
 
As discussed in Note 3 to the financial statements, the financial statements include investments in mortgage-backed securities, investment in PNMAC Mortgage Co, Funding LLC, investment in PNMAC Mortgage Co, Funding II, LLC, investment in PNMAC Mortgage Co (FI), LLC and investment in PNMAC Mortgage Co., LLC, valued at $339,486,119 (99.8% of total assets) as of December 31, 2013, whose fair values have been estimated by management in the absence of readily determinable fair values.
     
 (logo)    
February 28, 2014
   
    Member of
Deloitte Touche Tohmatsu Limited
 
 
 

 
 
PNMAC Mortgage Opportunity Fund,
LP Additional Information 

 
Form N-Q
The Master Fund files its complete schedule of portfolio holdings for the first and third quarters of each fiscal year with the SEC on Form N-Q. The Master Fund’s Form N-Q is available without charge by visiting the SEC’s Website at www.sec.gov and may be reviewed and copied at the SEC’s Public Reference Room in Washington D.C. You may obtain information on the operation of the Public Reference Room by calling (800) SEC-0330.

Proxy Voting
A description of the policies and procedures that the Master Fund uses to determine how to vote proxies relating to portfolio securities owned by the Master Fund and information regarding how the Master Fund voted proxies relating to the portfolio of securities are available to stockholders (i) without charge, upon request by calling the Master Fund collect at (818) 224-7442; and (ii) on the SEC’s Website at www.sec.gov.

Board of Directors
The Master Fund’s Form N-2 includes additional information about the Master Fund’s directors and is available upon request without charge by calling the Master Fund collect at (818) 224-7442 or by visiting the SEC’s Website at www.sec.gov.

Forward-Looking Statements
This report contains “forward-looking statements,’’ which are based on current management expectations. Actual future results, however, may prove to be different from expectations. You can identify forward-looking statements by words such as “may,’’ “will,’’ “believe,’’ “attempt,’’ “seem,’’ “think,’’ “ought,’’ “try,’’ and other similar terms. The Master Fund’s past investment performance and returns are not predictive of its future investment performance and returns. The Master Fund cannot promise future investment performance or returns. Management’s opinions are a reflection of its best judgment at the time this report is compiled, and it disclaims any obligation to update or alter forward-looking statements as a result of new information, future events, or otherwise.

Approval of Investment Management Agreement
On May 22, 2013, the Board of Directors of the Master Fund and the Fund (collectively, the “Funds”), including the “non-interested” Directors (the “Independent Directors”), met in person and voted to approve the continuance of the Investment Management Agreements (including the portions of the Master Fund’s partnership agreement referred to therein) with the Investment Manager for an additional year.
 
In considering whether to recommend approval of the Investment Management Agreements, the Independent Directors reviewed materials provided by the Investment Manager and counsel to the Independent Directors. The Independent Directors also met with senior personnel of the Investment Manager and discussed a number of topics affecting their determination, including the following:
 
(i) The nature, extent, and quality of services expected to be provided by the Investment Manager. The Independent Directors reviewed the services that the Investment Manager provided to the Funds since inception in August 2008 and are expected to continue to provide to the Funds. In addition, the Independent Directors considered the size, education, background, and experience of the Investment Manager’s staff, including the mortgage finance and capital markets experience of the Investment Manager’s senior management team. Lastly, the Independent Directors reviewed the Investment Manager’s ability to attract and retain quality and experienced personnel. The Independent Directors concluded that the scope of services provided since inception and expected to be provided by the Investment Manager to the Funds, and the experience and expertise of the personnel performing such
 
The accompanying notes are an integral part of these financial statements.
 
25

 

 
PNMAC Mortgage Opportunity Fund, LP
Additional Information
 

 
services, was consistent with the nature, extent, and quality expected of an investment adviser of investment vehicles such as the Funds.
 
(ii) The investment performance of the Funds and the Investment Manager. The Independent Directors received information about the performance of the Funds and the Investment Manager in managing the Fund. The Directors also received performance information regarding the Funds compared to certain indexes, benchmarks, and/or registered and non-registered funds managed by other investment advisers that had somewhat comparable investment programs.
 
(iii) Cost of the services to be provided and profits to be realized by the Investment Manager and its affiliates from the relationship with the Funds. The Independent Directors considered the estimated cost of the services provided by the Investment Manager. As part of their analysis, the Independent Directors gave substantial consideration to the compensation payable to the Investment Manager. The Independent Directors noted that the compensation terms would remain the same. In reviewing the management compensation, the Independent Directors considered the management fees and operating expense ratios of other registered and non-registered funds managed by other investment advisers that had somewhat comparable investment programs. The Independent Directors also reviewed and took into account other relationships between the Funds and the Investment Manager and its related persons, including the shareholder servicing agreement between the Investment Manager and the Fund, the mortgage servicing agreements between the Master Fund and an affiliate of the Investment Manager, and an agreement with BlackRock, which has an investment in the Investment Manager’s parent company, for a portfolio valuation analytic model. The Independent Directors also considered the compensation charged by the Investment Manager to its other clients. Finally, the Independent Directors took those other service agreements into account in the context of evaluating the profitability of the Investment Manager in respect of the overall relationship of the Investment Manager and its related persons to the Funds.
 
(iv) Economies of Scale. The Independent Directors also considered that possible economies of scale from future growth of the Funds were not relevant inasmuch as the Funds were closed to any new investment and had limited terms.
 
The Independent Directors had an opportunity to have Executive Session with counsel to the Independent Directors. During the course of their deliberations at the meeting on May 22, the Independent Directors thoroughly reviewed and evaluated the factors to be considered for approval of the Investment Management Agreements including, but not limited to: the expenses incurred in performance of services by the Investment Manager; the compensation to be received by the Investment Manager under the Investment Management Agreements; the fees charged by the Investment Manager’s peers; the past performance of the Investment Manager; and the range and quality of services provided by the Investment Manager.
 
The Independent Directors expressed satisfaction with the information provided at the meeting on May 22 and prior meetings, and acknowledged that they had received sufficient information to consider and approve the continuance of the Investment Management Agreements. No single factor was determinative to the decision of the Independent Directors. Rather, after weighing all of the reasons discussed above, the Independent Directors unanimously approved the continuance of the Investment Management Agreements.
 
The Independent Directors concluded that the compensation that the Investment Manager would receive under the Investment Management Agreements was reasonable.
 
The accompanying notes are an integral part of these financial statements.
 
26

 
PNMAC Mortgage Opportunity Fund, LP
Directors and Officers
 
                     
Name, Age, and
Address
 
Position(s) Held
with Master
Fund
 
Term of
Office and
Length of
Time Served
 
Principal
Occupation(s)
During Past Five
Years
 
Number of
Portfolios in
Master Fund
Complex
Overseen by
Director and
Officers
 
Other Directorships/
Trusteeships Held
                     
Independent Directors
                   
Nancy Corsiglia (57) c/o
PNMAC Capital
Management, LLC, 6101
Condor Drive,
Moorpark, CA 93021
 
Director; Audit Committee Member; Governance and Nominating Committee Chairman
 
Indefinite Term. Served since August 25, 2010.
 
Managing Partner of Devonshire Advisory Group since 2010. Managing Director of Strategic Risk Associates, LLC since 2012. Previously, Executive Vice President–Finance and Chief Financial Officer of the Bank of Virginia from 2010 to 2011. Previously, Executive Vice President and Chief Financial Officer of Federal Agricultural Mortgage Corp.
 
2
 
Trustee of the Stoneleigh-Burnham School and Member of Board of Directors of Partners for Haitian Children. Previously served on the Board of Directors of the National Symphony Orchestra
                     
Thomas P. Gybel (46)
c/o PNMAC Capital
Management, LLC, 6101
Condor Drive,
Moorpark, CA 93021
 
Director; Audit Committee Chairman; Governance and Nominating Committee Member
 
Indefinite Term. Served since May 29, 2008.
 
Senior advisor to financial services companies, Managing Director of White Mountains Capital Inc. from 2008 to 2010, and Managing Director of Global Finance for
 
2
 
Member of Board of Directors and Chairman of the Special Committee of Ambac Assurance Corporation and Member of Board of Directors of Det Danske Suzuki Institut
                     
Peter W. McClean (70)
c/o PNMAC Capital
Management, LLC, 6101
Condor Drive,
Moorpark, CA 93021
 
Director; Audit Committee Member; Governance and Nominating Committee Member
 
Indefinite Term. Served since May 29, 2008.
 
Managing Director of Gulfstream Advisors LLC since 2004 and President and Chief Executive Officer of Measurisk LLC from 2001 through 2003.
 
2
 
Member of Board of Directors of Northeast Bank, AZL Variable Insurance Products Trust and AZL Fund of Funds Trust (Allianz Funds).
                     
Interested Directors
                   
David A. Spector (50)
c/o PNMAC Capital
Management, LLC, 6101
Condor Drive,
Moorpark, CA 93021
 
Director, President, Chief Operating Officer, Authorized Person
 
Indefinite Term. Served since May 29, 2008.
 
Chief Investment Officer of the Investment Adviser; formerly, Co-Head of Global Residential Mortgages for Morgan Stanley and Senior Managing Director, Secondary Markets for Countrywide Financial Corporation.
 
2
 
Member of the Board of Directors of: PennyMac Financial Services, Inc.; PNMAC Mortgage Co., LLC; PennyMac Loan Services, LLC; PNMAC Opportunity Fund Associates, LLC; PennyMac Securities Holding, LLC; PennyMac GP OP, Inc.; PennyMac Corp; PennyMac Loan Services, Inc.; PNMAC Capital Management, LLC; and PMT Funding, LLC.Member of the Board of Trustees of PennyMac Mortgage Investment Trust.
 
 
 

 
 
PNMAC Mortgage Opportunity Fund, LP
Directors and Officers
 
                     
Name, Age, and
Address
 
Position(s)
Held with
Master Fund
 
Term of Office
and Length of
Time Served
 
Principal
Occupation(s)
During Past Five
Years
 
Number of
Portfolios in
Master Fund
Complex
Overseen by
Director and
Officers
 
Other Directorships/
Trusteeships Held
                     
Stanford L. Kurland (61)
c/o PNMAC Capital
Management, LLC, 6101
Condor Drive,
Moorpark, CA 93021
 
Chief Executive Officer, Authorized Person
 
Indefinite Term. Served since May 29, 2008.
 
Founder, Chairman and Chief Executive Officer of the Investment Adviser; formerly, Chief Financial Officer and Chief Operating Officer of Countrywide Financial Corporation.
 
2
 
Member of the Board of Directors of: PennyMac Financial Services, Inc.; PNMAC Mortgage Co., LLC; PennyMac Loan Services, LLC; PNMAC Opportunity Fund Associates, LLC; PennyMac Securities Holding, LLC; PennyMac GP OP, Inc.; PennyMac Corp; PennyMac Loan
                     
David M. Walker (58)
c/o PNMAC Capital
Management, LLC, 6101
Condor Drive,
Moorpark, CA 93021
 
Chief Credit Officer (no title with the Master Fund, only with the Investment Adviser)
 
Indefinite Term. Served since May 29, 2008.
 
Chief Credit Officer of the Investment Adviser; formerly, Chief Lending Officer, Chief Credit Officer and Executive Vice President of Secondary
 
2
 
None
                     
Anne D. McCallion (59)
c/o PNMAC Capital
Management, LLC, 6101
Condor Drive,
Moorpark, CA 93021
 
Chief Financial Officer
 
Indefinite Term. Served since April 27, 2009.
 
Chief Financial Officer of the Investment Advisor; formerly Senior Managing Director and Deputy Chief Financial Officer
 
2
 
None
                     
Derek W. Stark (46) c/o
PNMAC Capital
Management, LLC, 6101
Condor Drive,
Moorpark, CA 93021
 
Secretary, Authorized person
 
Indefinite Term. Served since August 14, 2012.
 
Executive Vice President, General Counsel, Corporate and Securities and Assistant Secretary of the
 
2
 
None
                     
Gino Malaspina (45) c/o
PNMAC Capital
Management, LLC, 6101
Condor Drive,
Moorpark, CA 93021
 
Chief Compliance Officer
 
Indefinite Term.
 
Chief Compliance Officer of the Investment Advisor; Director, Cipperman Compliance Services, LLC; formerly, Associate Attorney
 
2
 
None
                     
Vandad Fartaj (39) c/o
PNMAC Capital
Management, LLC, 6101
Condor Drive,
Moorpark, CA 93021
 
Chief Capital Markets Officer (no title with the Master Fund, only with the Investment Adviser)
 
Indefinite Term. Served since March 3, 2010
 
Chief Capital Markets Officer of the Investment Advisor; formerly, Managing Director, Capital Markets for PNMAC Capital Markets, LLC, and Vice President,
 
2
 
None
 
The accompanying notes are an integral part of these financial statements.
 
28

 
 
PNMAC Mortgage Opportunity Fund, LP
Directors and Officers
 
                     
Name, Age, and
Address
 
Position(s)
Held with
Master Fund
 
Term of Office
and Length of
Time Served
 
Principal
Occupation(s)
During Past Five
Years
 
Number of
Portfolios in
Master Fund
Complex
Overseen by
Director and
Officers
 
Other
Directorships/
Trusteeships
Held
                     
Andy S. Chang (36)
c/o PNMAC Capital
Management, LLC,
6101 Condor Drive,
Moorpark, CA 93021
 
Chief Development Officer (no title with the Master Fund, only with the Investment Adviser)
 
Indefinite Term. Served since May 29, 2008
 
Chief Business Development Officer of the Investment Advisor; formerly, Director at Blackrock and leader of its Advisory Services
 
2
 
None
 
The accompanying notes are an integral part of these financial statements.
 
29

 
 
 



PNMAC Mortgage Co. Funding, LLC

Financial Statements
as of and for the year ended December 31, 2013
 
 
 
 

 
 
PNMAC Mortgage Co. Funding, LLC
Table of Contents
 


 
Page
Financial Statements
 
   
Balance Sheet
2
   
Statement of Operations
3
   
Statement of Changes in Member’s Capital
4
   
Statement of Cash Flows
5
   
Notes to Financial Statements
6
   
Independent Auditors’ Report
18

 
 
 
 

 
 
PNMAC Mortgage Co. Funding, LLC
Balance Sheet
December 31, 2013

 
Assets:
     
Short-Term Investment at fair value deposited with related party-
     
BlackRock Liquidity Funds: Tempfund Institutional Shares
  $ 5,349,169  
Mortgage loans at fair value
    158,263,440  
Real estate acquired in settlement of mortgage loans
 
    16,770,218  
Receivable from PennyMac Loan Services, LLC
    9,847,756  
Interest receivable
    1,080,975  
Other assets
    546,504  
Total assets
  $ 191,858,062  
         
Liabilities and Member's Capital:
       
Asset-backed secured financing at fair value
  $ 22,871,056  
Interest payable
    65,545  
Accrued expenses
    33,959  
Other liabilities
    215,663  
Total liabilities
    23,186,223  
         
Member's capital
    168,671,839  
         
Total liabilities and member's capital
  $ 191,858,062  
 
 
 
The accompanying notes are an integral part of these financial statements.
 
 
2

 
 
PNMAC Mortgage Co. Funding, LLC
Statement of Operations
For the Year Ended December 31, 2013

 
Investment Income
     
Net gains on investments:
     
Mortgage loans
  $ 22,362,194  
Asset-backed secured financing
    199,042  
Net gains on investments
    22,561,236  
         
Interest from mortgage loans
    8,709,458  
Results of real estate acquired in settlement of mortgage loans
    (5,049,651 )
Home Affordable Modification Program incentive fees
    767,214  
Dividends from related party-
       
BlackRock Liquidity Funds: Tempfund Institutional Shares
    4,029  
Other income
    73,298  
         
Net investment income
    27,065,584  
         
Expenses
       
Mortgage loan servicing fees, net of rebate
    1,852,444  
Interest
    1,471,886  
Collection and liquidation expenses
    1,299,457  
Trustee fees
    81,247  
Taxes
    32,744  
Loan accounting fees
    26,653  
Professional fees
    21,902  
Administration fees
    15,820  
Custodian fees
    14,951  
Other
    7,821  
Total expenses
    4,824,925  
         
Net income
  $ 22,240,659  
 
 
The accompanying notes are an integral part of these financial statements.
 
 
3

 
 
PNMAC Mortgage Co. Funding, LLC
Statement of Changes in Member’s Capital
For the Year Ended December 31, 2013

 
   
Member's
 
   
capital
 
Member's Capital at January 1, 2013
  $ 151,431,180  
         
Net income
    22,240,659  
         
Distributions
    (5,000,000 )
         
Member's Capital at December 31, 2013
  $ 168,671,839  
 
 
 
The accompanying notes are an integral part of these financial statements.
 
 
4

 
 
PNMAC Mortgage Co. Funding, LLC
Statement of Cash Flows
As of and For the Year Ended December 31, 2013

 
Cash flows from operating activities:
     
Net income
  $ 22,240,659  
         
Adjustments to reconcile net income to net cash used in operating activities:
       
Net realized and unrealized gains on investments:
       
Mortgage loans
    (22,362,194 )
Asset-backed secured financing
    (199,042 )
Capitalized interest on mortgage loans
    (3,511,113 )
Results of real estate acquired in settlement of mortgage loans
    5,049,651  
         
Changes in other assets and liabilities:
       
Increase in receivable from PennyMac Loan Services, LLC
    (566,463 )
Increase in interest receivable
    (132,337 )
Decrease in other assets
    510,086  
Decrease in interest payable
    (126,331 )
Increase in accrued expenses
    8,931  
Increase in other liabilities
    68,434  
Net cash used in operating activities
    (21,260,378 )
         
Cash flows from investing activities:
       
Net decrease in short-term investment
    3,202,087  
Principal repayments on mortgage loans
    23,723,518  
Sales of real estate acquired in settlement of loans
    21,397,633  
Net cash provided by investing activities
    48,323,238  
         
Cash flows from financing activities:
       
Repayments of asset-backed secured financing
    (44,303,519 )
Distributions
    (5,000,000 )
Net cash used in financing activities
    (49,303,519 )
         
Net increase in cash
    -  
         
Cash at beginning of year
    -  
Cash at end of year
  $ -  
         
Supplemental cash flow information
       
Cash paid for interest
  $ 1,598,218  
Non cash investing activity - transfer of mortgage loans and receivable from
       
PennyMac Loan Services, LLC to real estate acquired in settlement of loans
  $ 24,372,511  
 
 
 
The accompanying notes are an integral part of these financial statements.
 
 
5

 
 
PNMAC Mortgage Co. Funding, LLC
Notes to Financial Statements
As of and For the Year Ended December 31, 2013

 
Note 1—Organization and Basis of Presentation
 
PNMAC Mortgage Co. Funding, LLC (the "Company") is a limited liability company organized under the laws of the state of Delaware. The Company's primary purpose is to acquire, hold and work out distressed U.S. residential mortgage loans and mortgage-backed securities resulting from securitization of such mortgage loans. The Company is wholly owned by its sole member, PNMAC Mortgage Opportunity Fund, LP (the “Parent” or “Master Fund”).

Consistent with the investment objective of the Parent, the Company’s investment objective is to maximize the fair value of the mortgage loans that it acquires, a substantial portion of which may be distressed and acquired at discounts to their unpaid principal balances, either through loan modification programs, special servicing and other initiatives focused on keeping borrowers in their homes, or, when necessary, through timely acquisition and liquidation of the property securing the mortgage loan.

The Company is managed by PNMAC Capital Management, LLC (the “Investment Manager”). The Investment Manager is a registered investment adviser with the Securities and Exchange Commission. The general partner of the Master Fund is PNMAC Opportunity Fund Associates, LLC (the “General Partner”), a Delaware limited liability company. The Company proactively works with borrowers to perform loan servicing and loss mitigation activities to maximize returns and minimize credit losses through its mortgage servicing agreement with PennyMac Loan Services, LLC (“PLS”).

The Investment Manager, the General Partner, and PLS are wholly-owned subsidiaries of Private National Mortgage Acceptance Company, LLC (“PNMAC”).

The Company has engaged U.S. Bank, N.A. to serve as the Company’s custodian and to provide mortgage loan accounting services for the mortgage loans held by the Company. The Company has engaged U.S. Bancorp Fund Services, LLC, an affiliate of U.S. Bank, N.A., to serve as the Master Fund's administrator, fund accountant, transfer agent, and dividend paying agent (the “Fund Administrator”).

The Company seeks to maximize the fair value of the mortgage loans that it acquires based on whether the acquired loans are performing or nonperforming:

·  
The objective for performing loans is fair value enhancement through effective “high touch” servicing, which is based on significant levels of borrower outreach and contact, and the ability to implement long-term, sustainable mortgage loan modification and restructuring programs that address borrowers’ ability and willingness to pay their mortgage loans. Once the Company has improved the credit quality of a mortgage loan, it may monetize the enhanced fair value through various disposition strategies.

·  
When mortgage loan modifications and other efforts are unable to cure distressed loans, the Company’s objective is to effect timely acquisition and liquidation of the property securing the mortgage loan.

As market conditions permit, the Company may transfer the mortgage loans it owns to the Master Fund to be securitized for financing purposes or sale.

The Company began operations on September 14, 2010 and shall have perpetual existence unless the Company is dissolved in accordance with the terms of the Limited Partnership Agreement of the Parent which governs the Company.
 
 
 
6

 
 
PNMAC Mortgage Co. Funding, LLC
Notes to Financial Statements
As of and For the Year Ended December 31, 2013

 
Note 2—Significant Accounting Policies
 
The Company prepares its financial statements in accordance with accounting principles generally accepted in the United States of America (“GAAP”) as codified by the Financial Accounting Standards Board in its Accounting Standards Codification.

Following are the significant accounting policies adopted by the Company:

Use of Estimates
The preparation of financial statements in conformity with GAAP requires the Investment Manager to make estimates and assumptions that affect the reported amount of assets and liabilities, recognition of interest income and disclosure of contingent assets and liabilities at the date of the financial statements. Actual results will likely differ from those estimates.

Fair Value
The Company carries its non-cash financial assets, including its short-term investment and mortgage loans at fair value with changes in fair value recognized in current period results of operations. The Company groups its assets and liabilities at fair value in three levels, based on the markets in which the assets and liabilities are traded and the observability of the inputs used to determine fair value. The three levels are described below:

Level 1 – Quoted prices in active market for identical asset or liability.
 
Level 2 – Prices determined using other significant observable inputs. Observable inputs are inputs that other market participants would use in pricing an asset or liability and are developed based on market data obtained from sources independent of the Company. These may include quoted prices for similar assets and liabilities, interest rates, prepayment speeds, credit risk and others.
 
Level 3 – Prices determined using significant unobservable inputs. In situations where observable inputs are unavailable (for example, when there is little or no market activity for an investment at the end of the period), unobservable inputs may be used. Unobservable inputs reflect the Investment Manager’s own assumptions about the factors that market participants use in pricing an asset or liability, and are based on the best information available in the circumstances.
 
While the Investment Manager believes its valuation methods are appropriate and consistent with those used by other market participants, the use of different methods or inputs to estimate the fair value of certain financial statement items would likely result in a different estimate of fair value at the reporting date. Those fair values may differ significantly from the fair values that would have been used had a readily available market for such financial statement items existed, or had such assets or liabilities been liquidated, and those differences could be material to the financial statements.
 
Changes in valuation techniques may also result in transfer in or out of an investment’s assigned level within the fair value hierarchy.
 
Short-Term Investment and Dividends
The short-term investment is carried at fair value with changes in fair value recognized in current period results of operations.  The fair value of the short-term investment, which represents an investment in an institutional liquidity (or money market) fund, is based on the fair value per share published by the manager of the money market fund on the reporting date.  The Company’s short-term investment is classified as a “Level 1” fair value financial statement item. Dividends on the short-term investment are
 
 
 
7

 
 
PNMAC Mortgage Co. Funding, LLC
Notes to Financial Statements
As of and For the Year Ended December 31, 2013

 
accrued based on the interest earned by the money market fund reduced by its operating expenses as reported by the money market fund for the reporting period.

Mortgage Loans
Mortgage loans are carried at their fair values. Changes in the fair value of mortgage loans are recognized in current period results of operations under the caption Net gain on investments: Mortgage loans. Mortgage loans are categorized as “Level 3” fair value financial statement items.

Interest Income Recognition
The Company has the ability but not the intent to hold mortgage loans for the foreseeable future. Therefore, interest income on mortgage loans at fair value is recognized over the life of the loans using the mortgage loans’ contractual interest rates.

Interest income recognition is suspended when mortgage loans become 90 days delinquent, or when, in the Investment Manager’s opinion, a full recovery of income and principal becomes doubtful. Interest income recognition is resumed when the loan becomes contractually current.

Real Estate Acquired in Settlement of Loans
Real estate acquired in settlement of loans (“REO”) is measured at the lower of the acquisition cost of the property (as measured by cost in the case of purchased REO; or the fair value of the property, reduced by estimated selling costs, at the time of acquisition in the case of acquisition in settlement of a loan) or its fair value reduced by estimated costs to sell. REO is categorized as a “Level 3” fair value financial statement item.

Changes in fair value to levels that are less than or equal to acquisition cost and gains or losses on sale of REO are recognized in the statement of operations under the caption Results of real estate acquired in settlement of mortgage loans.

Home Affordable Modification Program Incentive Fees
The Company receives incentive fees for successful modification of certain mortgage loans that are either delinquent or at risk of default under the U.S. Department of Housing and Urban Development’s Home Affordable Modification Program (“HAMP”). HAMP establishes standard mortgage loan modification guidelines for “at risk” homeowners and provides incentive payments to certain participants for achieving modifications and successfully remaining in the program. HAMP incentive fees are recognized as income when the Company receives the incentive payments.

Asset-Backed Secured Financing
Asset-backed secured financing is carried at their fair values. Changes in the fair value of asset-backed secured financing are recognized in current period results of operations under the caption Net gain on investments: Asset-backed secured financing. Asset-backed secured financing is categorized as “Level 3” fair value financial statement items.

Interest Expense Recognition
Interest relating to asset-backed secured financing is recognized using the interest method. Management estimates, at the time of issuance, the future expected cash flows and determines the effective interest cost based on the estimated cash flows and the underlying loans’ fair values. Management updates its cash flow estimates monthly.
 
 
 
8

 
 
PNMAC Mortgage Co. Funding, LLC
Notes to Financial Statements
As of and For the Year Ended December 31, 2013

 
Expenses
The Company is charged for those expenses that are directly attributable to it, such as, but not limited to advisory fees, custody fees, and interest. Expenses that are not directly attributable to the Company are generally allocated among the entities in proportion to their assets. All expenses are recognized on the accrual basis of accounting.

Income Taxes
The Company is treated as a disregarded entity for federal income tax purposes. The Company’s income is included in the tax return of the Parent. Accordingly, no provision for federal income taxes is reflected in the accompanying financial statements.

The Investment Manager’s assessment of the requirement to provide for income taxes includes an assessment of the liability arising from uncertain income tax positions. The Investment Manager has concluded that there is no tax liability resulting from unrecognized tax benefits relating to uncertain income tax positions taken on the Parent’s tax returns for the year ended December 31, 2013.
 
The Investment Manager is also not aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly change in the next twelve months. In developing its conclusion, the Investment Manager has analyzed all tax years that are open for examination by the relevant income taxing authority. As of December 31, 2013, open state income tax years include the tax years ended December 31, 2010 through 2013. The Company has no examination in progress.
 
If applicable, the Company will recognize interest accrued related to unrecognized tax benefits in “interest expense” and penalties in “other expenses” on the statement of operations.
 
 
Note 3—Fair Value
 
Fair Value Accounting Elections
The Investment Manager identified the Company’s non-cash financial assets, including its short-term investment and mortgage loans at fair value, as well as its asset backed secured financing to be accounted for at fair value so such changes in fair value will be reflected in income as they occur, will more timely reflect the results of the Company’s investment performance, and are carried in a manner consistent with the fair value accounting elections of the Parent.


Following is a summary of financial statement items that are measured at fair value on a recurring basis for the year ended December 31, 2013:
 
   
Level 1
   
Level 2
   
Level 3
   
Total
 
Assets:
                       
Short-term investment
  $ 5,349,169     $ -     $ -     $ 5,349,169  
Mortgage loans
    -       -       158,263,440       158,263,440  
    $ 5,349,169     $ -     $ 158,263,440     $ 163,612,609  
                                 
Liabilities:
                               
Asset-backed secured financing
  $ -     $ -     $ 22,871,056     $ 22,871,056  
    $ -     $ -     $ 22,871,056     $ 22,871,056  
                                 
 
There were no transfers of items measured at fair value between fair value hierarchy levels during the year ended December 31, 2013.
 
 
 
9

 
 
PNMAC Mortgage Co. Funding, LLC
Notes to Financial Statements
As of and For the Year Ended December 31, 2013

 
The following tables present a roll forward of the assets and liabilities for which significant Level 3 inputs were used to determine fair value for the year ended December 31, 2013:
 
Assets:
 
Mortgage 
loans
   
Balance at December 31, 2012
  $ 177,552,386    
Repayments
    (23,723,518 )  
Capitalization of interest
    3,511,113    
Transfers to REO
    (21,438,735 )  
Changes in fair value arising from:
         
Changes in mortgage loan-specific credit risk
    4,289,602    
Other factors
    18,072,592    
Balance at December 31, 2013
  $ 158,263,440    
           
Changes in fair value recognized during the year
         
relating to assets still held at December 31, 2013
  $ 17,922,084    
           
 
Liabilities:
 
Asset-backed
secured financing
   
Balance at December 31, 2012
  $ 67,373,617    
Repayments
    (44,303,519 )  
Changes in fair value
    (199,042 )  
Balance at December 31, 2013
  $ 22,871,056    
           
 
Following are the fair values and related principal amounts due upon maturity of mortgage loans and asset-backed financing accounted for under the fair value option as of December 31, 2013:
 
   
Fair value
   
Principal
amount due
upon maturity
   
Difference
   
Mortgage loans at fair value
                   
Current
  $ 66,386,189     $ 93,980,568     $ (27,594,379 )  
30 days delinquent
    11,260,555       16,691,933       (5,431,378 )  
60 days delinquent
    4,261,164       7,770,626       (3,509,462 )  
90 days or more delinquent
    26,745,725       44,587,456       (17,841,731 )  
Foreclosed
    49,609,808       77,811,979       (28,202,171 )  
    $ 158,263,440     $ 240,842,562     $ (82,579,122 )  
                           
Asset-backed secured financing
  $ 22,871,056     $ 22,985,986     $ (114,930 )  
                           
 
 
 
 
10

 
 
PNMAC Mortgage Co. Funding, LLC
Notes to Financial Statements
As of and For the Year Ended December 31, 2013

 
Following are the changes in fair value included in current period results of operations by statement of operations line item for financial statement items accounted for under the fair value option for the year ended December 31, 2013:
 
   
Net interest
income
   
Net gain on
investments
   
Total
   
Assets:
                   
Short-term investment
  $ -     $ -     $ -    
Mortgage loans at fair value
    -       22,362,194       22,362,194    
    $ -     $ 22,362,194     $ 22,362,194    
Liabilities:
                         
Asset-backed secured financing at fair value
  $ -     $ 199,042     $ 199,042    
    $ -     $ 199,042     $ 199,042    
                           
 
Financial Statement Items Measured at Fair Value on a Nonrecurring Basis
 
The Company measures REO at fair value on a nonrecurring basis. At December 31, 2013, REO with a fair value of $6,907,214 had been re-measured during the year. The Company recorded net losses totaling $1,615,932 in Results of real estate acquired in settlement of mortgage loans as a result of such re-measurement during the year ended December 31, 2013.

Valuation Techniques and Inputs
Most of the Company’s assets and liabilities are carried at fair value with changes in fair value recognized in current period results of operations. A substantial portion of those assets are “Level 3” financial statement items which require the use of significant unobservable inputs in the estimation of the assets’ fair values. Unobservable inputs reflect the Investment Manager’s own assumptions about the factors that market participants use in pricing an asset or liability, and are based on the best information available under the circumstances.
Because the fair value of “Level 3” financial statement items is difficult to estimate, the Investment Manager’s process includes estimation of these items’ fair value by a specialized staff and significant executive management oversight. The Investment Manager has assigned the responsibility for estimating the fair values of “Level 3” financial statement items to its Financial Analysis and Valuation group (the “FAV group”), which is responsible for estimating the fair value of and monitoring the Company’s investment portfolios and maintenance of its valuation policies and procedures.

The FAV group submits the results of its valuations including major factors affecting the fair value and any changes in model methods and inputs to the Investment Manager’s valuation committee, which oversees and approves the valuations before such valuations are included in the Company’s periodic financial statements. The Investment Manager’s valuation committee includes the chief executive, financial, operating, credit, and asset/liability management officers of PNMAC.

The FAV group monitors the models used for valuation of the Company’s “Level 3” financial statement items, including the models’ performance versus actual results and reports those results and the effect on  fair value of each of the changes to the significant inputs to the models to the valuation committee. The results developed in the FAV group’s monitoring activities are used to calibrate subsequent projections used to estimate fair value.
 
 
 
 
11

 
 
PNMAC Mortgage Co. Funding, LLC
Notes to Financial Statements
As of and For the Year Ended December 31, 2013

 
The following describes the methods used to estimate the fair values of Level 3 financial statement items:
 
Mortgage Loans

Fair values of mortgage loans held by the Company are generally estimated using a discounted cash flow valuation model. Inputs to the model include current interest rates, loan amount, payment status and property type, and forecasts of future interest rates, home prices, prepayment speeds, default and loss severities.
 
The Investment Manager incorporates lack of liquidity into its fair value estimates based on the type of asset or liability measured and the valuation method used. For example, for mortgage loans where the significant inputs have become unobservable due to illiquidity in the markets for distressed mortgage loans, a discounted cash flow technique is used to estimate fair value. This technique incorporates forecasting of expected cash flows discounted at an appropriate market discount rate that is intended to reflect the lack of liquidity in the market.
 
The valuation process includes the computation by stratum of the mortgage loan population and a review for reasonableness of various measures such as weighted average life, projected prepayment and default speeds, and projected default and loss percentages.

Changes in fair value attributable to mortgage loan-specific credit risk are measured by the effect on the mortgage loan’s fair value of changes in the respective mortgage loan’s delinquency status at period-end from the later of the beginning of the period or acquisition date.
 
The significant unobservable inputs used in the fair value measurement of the Company’s mortgage loans are discount rate, home price projections, voluntary prepayment speeds and default speeds. Significant changes in any of those inputs in isolation could result in a significant change to the mortgage loans’ fair value. Increases in home price projections are generally accompanied by an increase in voluntary prepayment speeds.

Following is a quantitative summary of key inputs used in the valuation of mortgage loans at fair value:
 
Valuation techniques
 
Key inputs
       
(Weighted average)
 
Discounted cash flow
 
Discount rate
7.25% - 15.00%
 
             
(10.59%)
 
   
Twelve-month housing price index change
2.08% - 5.67%
 
             
(3.76%)
 
   
Voluntary Prepayment speed (Life voluntary CRR) (1)
0.00% - 3.77%
 
             
(2.86%)
 
   
Total Prepayment speed (Life total CPR) (2)
1.03% - 25.25%
 
             
(18.71%)
 
(1) Prepayment speed is measured using Constant Repayment Rate ("CRR")
     
(2) Prepayment speed is measured using Conditional Prepayment Rate ("CPR")
     
                 
 
 
 
 
12

 
 
PNMAC Mortgage Co. Funding, LLC
Notes to Financial Statements
As of and For the Year Ended December 31, 2013

 
Real Estate Acquired in Settlement of Loans

REO is measured based on its fair value on a nonrecurring basis. Fair value of REO is established by using a current estimate of fair value from a broker’s price opinion or a full appraisal, or the price given in a current contract of sale.

REO fair values are reviewed by the Manager’s staff appraisers when the Company obtains multiple indications of fair value and there is a significant difference between the fair values received. The Investment Manager’s staff appraisers will attempt to resolve the difference between the indications of fair value. In circumstances where the appraisers are not able to generate adequate data to support a fair value conclusion, the staff appraisers will order an additional appraisal to determine the fair value.

REO may be subsequently revalued due to the Company receiving greater access to the property, the property being held for an extended period or management receiving indications that the property’s fair value may not be supported by developing market conditions.

Asset-Backed Secured Financing

The fair value of the Company’s asset-backed secured financing is estimated based on the fair value of the underlying mortgage loans as described under Mortgage Loans above.
 
Note 4— Concentrations of Risk
 
The Company has assumed a concentration of credit risk in connection with its investments in mortgage loans and REO.

The following is a summary of the distribution of mortgage loans held by the Company as measured by fair value at December 31, 2013:
 
               
Weighted
   
         
%
   
average
   
Lien Position
 
Fair value
   
Member's capital
   
note rate
   
1st Lien
  $ 157,850,185       93.58%       4.95%    
2nd Lien
    413,255       0.25%       4.01%    
Total Portfolio
  $ 158,263,440       93.83%       4.95%    
                           
 
 
               
Weighted
   
         
%
   
average
   
Loan Type
 
Fair value
   
Member's capital
   
note rate
   
Adjustable rate / Hybrid
  $ 75,644,963       44.85%       5.05%    
Fixed- interest rate
    62,887,210       37.28%       5.53%    
Step Rate
    18,173,906       10.77%       2.50%    
Balloon
    1,500,904       0.89%       6.32%    
Other
    56,457       0.04%       7.00%    
Total Portfolio
  $ 158,263,440       93.83%       4.95%    
                           
 
 
 
 
13

 
 
PNMAC Mortgage Co. Funding, LLC
Notes to Financial Statements
As of and For the Year Ended December 31, 2013

 
               
Weighted
   
         
%
   
average
   
Geographic Distribution
 
Fair value
   
Member's capital
   
note rate
   
California
  $ 37,347,489       22.14 %     3.81 %  
Florida
    21,581,954       12.80 %     6.12 %  
New York
    18,709,985       11.09 %     5.92 %  
New Jersey
    7,698,001       4.56 %     5.92 %  
Illinois
    6,702,281       3.97 %     4.97 %  
Maryland
    5,772,783       3.42 %     3.98 %  
Other
    60,450,947       35.85 %     4.83 %  
Total Portfolio
  $ 158,263,440       93.83 %     4.95 %  
                           
 
               
Weighted
   
         
%
   
average
   
Loan Age (1)
 
Fair value
   
Member's capital
   
note rate
   
Less than 24 months
  $ 160,092       0.09 %     5.09 %  
24-36 months
    6,063       0.00 %     5.25 %  
48-60 months
    138,284       0.08 %     3.54 %  
36-48 months
    1,000,689       0.59 %     5.91 %  
60 months or more
    156,958,312       93.07 %     4.94 %  
Total Portfolio
  $ 158,263,440       93.83 %     4.95 %  
                           
 
               
Weighted
   
         
%
   
average
   
Current Loan-to-Value (2)
 
Fair value
   
Member's capital
   
note rate
   
Less than 80%
  $
30,082,369
     
17.83
%    
4.98
%  
80%-99.99%
   
38,131,660
     
22.61
%    
4.47
%  
100%-119.99%
   
40,121,041
     
23.79
%    
5.28
%  
120% or Greater
   
49,928,370
     
29.60
%    
4.98
%  
Total Portfolio
  $ 158,263,440       93.83 %     4.95 %  
                           
 
1
Loan Age reflects the age of the loan as of December 31, 2013.
 
2
Current loan-to-value measures the ratio of the current balance of the loan and all superior liens (“Loan”) to the estimate of the fair value of the property securing the liens (“Value”) as of   December 31, 2013.
 
 
 
 
14

 
 
PNMAC Mortgage Co. Funding, LLC
Notes to Financial Statements
As of and For the Year Ended December 31, 2013

 
               
Weighted
   
         
%
   
average
   
Payment Status
 
Fair value
   
Member's capital
   
note rate
   
Current (3)
  $ 66,386,188       39.19 %     3.91 %  
30 days delinquent
    11,260,555       6.65 %     3.65 %  
60 days delinquent
    4,261,164       2.52 %     3.57 %  
90 days or more delinquent
    26,745,725       15.79 %     5.14 %  
In Forclosure
    49,609,808       29.29 %     6.50 %  
Total Portfolio
  $ 158,263,440       93.44 %     4.95 %  
                           
 
3
Current loans include loans in and adhering to a forbearance plans as of December 31, 2013.
 
Following is a summary of the distribution of REO:
 
         
%
   
Geographic Distribution
 
Carrying value
   
Member's capital
   
Florida
  $ 3,381,781       2.00 %  
New York
    3,090,743       1.83 %  
Illinois
    1,571,760       0.93 %  
California
    1,462,385       0.87 %  
South Carolina
    718,933       0.43 %  
Other
    6,544,616       3.88 %  
Total Portfolio
  $ 16,770,218       9.94 %  
                   
 
 
Note 5—Asset-backed Secured Financing
 
On September 14, 2012, the Company entered into a transaction to securitize its mortgage loans and REO by transferring them into a trust which then issued Asset-Backed Notes Series 2012-NPL1 (the “Notes”). Deutsche Bank National Trust Company serves as the Indenture Trustee. As of and for the year ended December 31, 2013, the remaining Notes issued and outstanding have a contractual maturity date of May 28, 2052 and a weighted average interest rate of 3.42%. Total interest expense relating to the Notes for the year ended December 31, 2013 was $1,471,886.
 
Note 6—Transactions with Affiliates
 
As of December 31, 2013, substantially all of the receivable from PLS of $9,847,756 on the Balance Sheet represents funds advanced to PLS to fund collection and liquidation costs relating to mortgage loans and REO serviced by PLS on the Company’s behalf as well as principal, interest, and REO sales proceeds collections receivable.

The Company paid $32,137 to the Investment Manager for reimbursable expenses paid on the Company’s behalf during the year ended December 31, 2013. Of this amount, $25,066 was for professional fees and $7,071 was for other expenses.

PLS acts as the primary mortgage servicer for all mortgage loans owned by the Company. The servicing agreement between PLS and the Company generally provides for servicing fees of 50 to 100 basis points of unpaid principal balance per year, depending on the type and quality of the mortgage loans being serviced, plus other specified fees and charges. The servicing arrangement also requires that PLS will
 
 
 
 
15

 
 
PNMAC Mortgage Co. Funding, LLC
Notes to Financial Statements
As of and For the Year Ended December 31, 2013

 
rebate to the Company an amount equal to 13% of servicing-related fees charged to the Company to approximate overall “at cost” pricing with respect to loan servicing activities for such assets. Total servicing fees before the rebate for the year ended December 31, 2013 totaled $2,267,490 and PLS reduced servicing fees by providing a rebate of $415,046.

The Company’s short-term investment, the BlackRock Liquidity Funds: TempFund Institutional Shares, is managed by BlackRock Institutional Management Corporation which is a wholly owned subsidiary of BlackRock, Inc. BlackRock, Inc. is an affiliate of the Company. The Company had $5,349,169 invested in the short-term investment at December 31, 2013, and for the year ended December 31, 2013, the Company received $4,029 of dividend income from this short-term investment.
 
Note 7— Risk Factors
 
The Company’s investment activities expose it to various types and degrees of risk associated with the assets and markets in which it invests.

Investments in mortgage loans have exposure to risks that includes interest rate risk, market risk, and default risk (the potential non-payment of principal and interest, including default or bankruptcy of the issuer or the intermediary in the case of a mortgage loan participation). Mortgage loans are also subject to prepayment risk, which will affect the maturity of, and yield on, such investments.

Investments in REO are also subject to various risk factors. Generally, real estate investments could be adversely affected by a recession, natural disaster or general economic downturn in the area where the properties are located as well as the availability of similar properties in such area. Real estate investment performance is also subject to the effectiveness of a particular property manager in managing the property.

The Company is subject to interest rate risk. Interest rate risk is the risk that investments in mortgage loans held by the Company will decrease in fair value because of changes in market interest rates. Investments in mortgage loans with long-term maturities may experience significant decreases in fair value if long-term mortgage interest rates increase.

Market risk represents the potential adverse change in fair value of financial statement items caused by movements in market factors including, but not limited to, market liquidity, investor sentiment, interest rates and foreign exchange rates. The Company’s portfolio includes certain investments that are generally illiquid and have a greater amount of market risk than more liquid investments. These investments may trade in limited markets or have restrictions on resale or transfer and may not be able to be liquidated on demand if needed. The fair value assigned to these investments may differ significantly from the fair values that could be realized upon liquidation or that would have been used had a ready market existed. Such differences could be material to the financial statements.

Adverse changes in economic conditions are more likely to lead to a weakened capacity of borrowers to make principal and interest payments. An economic downturn could severely affect the ability of highly leveraged borrowers to service their debt obligations or to repay their obligations. Under adverse market or economic conditions, the secondary market could contract further as well, increasing the illiquid nature of the mortgage loans. As a result, the Company could find it more difficult to sell mortgage loans or may be able to sell only at prices lower than if such investments were widely traded.

An investment in the Company is subject to investment risk, including the possible loss of the entire investment. An investment in the Company represents an indirect investment in the mortgage loans held by the Company. The fair value, like other market investments, may move up or down, sometimes rapidly
 
 
 
16

 
 
PNMAC Mortgage Co. Funding, LLC
Notes to Financial Statements
As of and For the Year Ended December 31, 2013


and unpredictably. An investment in the Company at any point in time may be worth less than the original investment. Investment fair values can fluctuate for several reasons including the general condition of the mortgage market or when political or economic events affecting the issuers occur.

As part of its investment strategy, the Company may utilize borrowings. The use of borrowings, and the Company’s ability to service and comply with all of the covenants relating to such borrowings, may materially affect the operations of the Company or its investments, and thus its ultimate fair value. Financing may not always be available on acceptable terms, in the necessary amounts, or for the period needed. This could have a material negative effect on the performance of the Company.

The Company clears substantially all of its investment purchases and sales and maintains substantially all of its investments and cash positions at U.S. Bank, N.A. Credit risk is measured by the loss the Company would record if U.S. Bank, N.A. failed to perform pursuant to the terms of its obligations.
 
Note 8—Subsequent Events
 
The Investment Manager has evaluated all events or transactions through the date of issuance of these financial statements. On April 9 and May 8, 2015, the Company received a capital contribution from its Parent of approximately $111.9 million in the form of the net assets of an affiliate, PNMAC Mortgage Co. Funding II, LLC, and certain net assets of an affiliate, PNMAC Mortgage Co, LLC. Such net assets were comprised primarily of mortgage loans at fair value and REO, receivables from PLS relating to servicing advances, principal and interest collections receivable and short-term investment.

Upon receipt of the capital contribution, the Company pooled the trust certificates representing beneficial interests in most of the mortgage loans and REO received in the capital contribution along with a portion of its mortgage loans at fair value and REO and issued asset-backed notes (the “Notes”) with original unpaid principal balance of $232.3 million. The Notes bear interest at a weighted-average annual interest rate of 2.53% and mature on March 25, 2055. The Company sold Notes with an unpaid principal balance totaling $111.2 million bearing interest at a rate of 4.00% and retained the remaining Notes.
 
******
 
 
 
 
17

 
 
PNMAC Mortgage Co. Funding, LLC
Independent Auditors’ Report

 
   
(deloitte logo)
Deloitte & Touche LLP
 
Suite 200
 
350 South Grand Avenue
 
Los Angeles, CA 90071-3462
 
USA
 
Tel: +1 213 688 0800
 
Fax: +1 213 688 0100
 
www.deloitte.com
 
To the Managing Member of PennyMac Mortgage Co. Funding, LLC and
The Board of Directors of PNMAC Mortgage Opportunity Fund, L.P.

We have audited the accompanying financial statements of PennyMac Mortgage Co. Funding, LLC (the "Company"), which comprise the balance sheet as of December 31, 2013, and the related statements of operations, changes in member’s capital, and cash flows for the year then ended, and the related notes to the financial statements.

Management's Responsibility for the Financial Statements
Management is responsible for the preparation and fair presentation of these financial statements in accordance with accounting principles generally accepted in the United States of America; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error.

Auditors' Responsibility
Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company's preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of PennyMac Mortgage Co. Funding, LLC as of December 31, 2013, and the results of its operations and its cash flows for the year then ended in accordance with accounting principles generally accepted in the United States of America.

     
 (logo)    
July 16, 2015
   
    Member of
Deloitte Touche Tohmatsu Limited
 
 
 
18

 
 
 
 
 
PNMAC Mortgage Co. Funding II, LLC

Financial Statements
as of and for the year ended December 31, 2013
 
 
 
 
 
 

 
 
PNMAC Mortgage Co. Funding II, LLC
Table of Contents



 
Page
Financial Statements
 
   
Balance Sheet
2
   
Statement of Operations
3
   
Statement of Changes in Member’s Capital
4
   
Statement of Cash Flows
5
   
Notes to Financial Statements
6
   
Independent Auditors’ Report
18

 
 
 
 

 
 
PNMAC Mortgage Co. Funding II, LLC
Balance Sheet
December 31, 2013

 
Assets:
     
Short-Term Investment at fair value deposited with related party-
     
BlackRock Liquidity Funds: Tempfund Institutional Shares
  $ 1,207,597  
Mortgage loans at fair value
    121,422,476  
Real estate acquired in settlement of mortgage loans
    10,098,677  
Receivable from PennyMac Loan Services, LLC
    9,537,333  
Interest receivable
    965,686  
Other assets
    499,992  
Total assets
  $ 143,731,761  
         
Liabilities and Member's Capital:
       
Asset-backed secured financing at fair value
  $ 26,701,856  
Interest payable
    111,258  
Accrued expenses
    26,736  
Other liabilities
    196,739  
Total liabilities
    27,036,589  
         
Member's capital
    116,695,172  
         
Total liabilities and member's capital
  $ 143,731,761  
         
 
 
 
 
The accompanying notes are an integral part of these financial statements.
 
 
2

 
 
PNMAC Mortgage Co. Funding II, LLC
Statement of Operations
For the Year Ended December 31, 2013

 
 
Investment Income
     
Net gains on investments:
     
Mortgage loans
  $ 14,594,548  
Asset-backed secured financing
    128,383  
Net gains on investments
    14,722,931  
         
Interest from mortgage loans
    6,504,487  
Results of real estate acquired in settlement of mortgage loans
    (3,493,672 )
Home Affordable Modification Program incentive fees
    714,725  
Dividends from related party-
       
BlackRock Liquidity Funds: Tempfund Institutional Shares
    999  
Other income
    50,445  
         
Net investment income
    18,499,915  
         
Expenses
       
Interest
    1,696,862  
Collection and liquidation expenses
    1,347,236  
Mortgage loan servicing fees, net of rebate
    1,316,831  
Trustee fees
    52,901  
Professional fees
    50,848  
Taxes
    24,436  
Loan accounting fees
    20,772  
Administration fees
    15,000  
Custodian fees
    6,294  
Other
    5,810  
Total expenses
    4,536,990  
         
Net income
  $ 13,962,925  
         
 
 
 
The accompanying notes are an integral part of these financial statements.
 
 
3

 
 
PNMAC Mortgage Co. Funding II, LLC
Statement of Changes in Member’s Capital
For the Year Ended December 31, 2013

 
 
   
Member's
 
   
capital
 
Member's Capital at January 1, 2013
  $ 102,732,247  
         
Net income
    13,962,925  
         
Member's Capital at December 31, 2013
  $ 116,695,172  
         
 
 
 
 
The accompanying notes are an integral part of these financial statements.
 
 
4

 
 
PNMAC Mortgage Co. Funding II, LLC
Statement of Cash Flows
As of and For the Year Ended December 31, 2013

 
 
Cash flows from operating activities:
     
Net income
  $ 13,962,925  
         
Adjustments to reconcile net income to net cash used in operating activities:
       
Net realized and unrealized gains on investments:
       
Mortgage loans
    (14,594,548 )
Asset-backed secured financing
    (128,383 )
Capitalized interest on mortgage loans
    (2,917,124 )
Amortization of premium on asset-backed secured financing
    (178,510 )
Results of real estate acquired in settlement of mortgage loans
    3,493,672  
         
Changes in other assets and liabilities:
       
Decrease in receivable from PennyMac Loan Services, LLC
    5,475  
Increase in interest receivable
    (215,047 )
Decrease in other assets
    387,303  
Decrease in interest payable
    (109,263 )
Increase in accrued expenses
    17,272  
Decrease in other liabilities
    (26,462 )
Net cash used in operating activities
    (14,265,615 )
         
Cash flows from investing activities:
       
Decrease in short-term investment
    399,201  
Principal repayments on mortgage loans
    15,236,573  
Sales of real estate acquired in settlement of loans
    10,052,365  
Net cash provided by investing activities
    25,688,139  
         
Cash flows from financing activities:
       
Repayments of asset-backed secured financing
    (25,385,449 )
Net cash used in financing activities
    (25,385,449 )
         
Net increase in cash
    -  
         
Cash at beginning of year
    -  
Cash at end of year
  $ -  
         
Supplemental cash flow information
       
Cash paid for interest
  $ 1,984,635  
Non cash investing activity - transfer of mortgage loans and receivable from
       
PennyMac Loan Services, LLC to real estate acquired in settlement of loans
  $ 14,665,825  
         
 
 
 
 
The accompanying notes are an integral part of these financial statements.
 
 
5

 
 
PNMAC Mortgage Co. Funding II, LLC
Notes to Financial Statements
As of and For the Year Ended December 31, 2013

 
Note 1—Organization and Basis of Presentation
 
PNMAC Mortgage Co. Funding II, LLC (the "Company") is a limited liability company organized under the laws of the state of Delaware. The Company's primary purpose is to acquire, hold and work out distressed U.S. residential mortgage loans and mortgage-backed securities resulting from securitization of such mortgage loans. The Company is wholly owned by its sole member, PNMAC Mortgage Opportunity Fund, LP (the “Parent” or “Master Fund”).

Consistent with the investment objective of the Parent, the Company’s investment objective is to maximize the fair value of the mortgage loans that it acquires, a substantial portion of which may be distressed and acquired at discounts to their unpaid principal balances, either through loan modification programs, special servicing and other initiatives focused on keeping borrowers in their homes, or, when necessary, through timely acquisition and liquidation of the property securing the loan.

The Company is managed by PNMAC Capital Management, LLC (the “Investment Manager”). The Investment Manager is a registered investment adviser with the Securities and Exchange Commission. The general partner of the Master Fund is PNMAC Opportunity Fund Associates, LLC (the “General Partner”), a Delaware limited liability company. The Company proactively works with borrowers to perform loan servicing and loss mitigation activities to maximize returns and minimize credit losses through its mortgage servicing agreement with PennyMac Loan Services, LLC (“PLS”).

The Investment Manager, the General Partner, and PLS are wholly-owned subsidiaries of Private National Mortgage Acceptance Company, LLC (“PNMAC”).

The Company has engaged U.S. Bank, N.A. to serve as the Company’s custodian and to provide mortgage loan accounting services for the mortgage loans held by the Company. The Company has engaged U.S. Bancorp Fund Services, LLC, an affiliate of U.S. Bank, N.A., to serve as the Master Fund's administrator, fund accountant, transfer agent, and dividend paying agent (the “Fund Administrator”).

The Company seeks to maximize the fair value of the mortgage loans that it acquires based on whether the acquired loans are performing or nonperforming:

·  
The objective for performing loans is fair value enhancement through effective “high touch” servicing, which is based on significant levels of borrower outreach and contact, and the ability to implement long-term, sustainable mortgage loan modification and restructuring programs that address borrowers’ ability and willingness to pay their mortgage loans. Once the Company has improved the credit quality of a mortgage loan, it may monetize the enhanced fair value through various disposition strategies.

·  
When mortgage loan modifications and other efforts are unable to cure distressed loans, the Company’s objective is to effect timely acquisition and liquidation of the property securing the mortgage loan.

As market conditions permit, the Company may transfer the mortgage loans it owns to the Master Fund to be securitized for financing purposes or sale.

The Company began operations on April 30, 2012 and shall have perpetual existence unless the Company is dissolved in accordance with the terms of the Limited Partnership Agreement of the Parent which governs the Company. As discussed in Note 8 – Subsequent Events, during April and May of 2015, the Company distributed its net assets to the Parent and the Investment Manager intends to dissolve the Company during 2015.
 
 
 
6

 
 
PNMAC Mortgage Co. Funding II, LLC
Notes to Financial Statements
As of and For the Year Ended December 31, 2013

 
Note 2—Significant Accounting Policies
 
The Company prepares its financial statements in accordance with accounting principles generally accepted in the United States of America (“GAAP”) as codified by the Financial Accounting Standards Board in its Accounting Standards Codification.

Following are the significant accounting policies adopted by the Company:

Use of Estimates
The preparation of financial statements in conformity with GAAP requires the Investment Manager to make estimates and assumptions that affect the reported amount of assets and liabilities, recognition of interest income and disclosure of contingent assets and liabilities at the date of the financial statements. Actual results will likely differ from those estimates.

Fair Value
The Company carries its non-cash financial assets, including its short-term investment and mortgage loans at fair value with changes in fair value recognized in current period results of operations. The Company groups its assets and liabilities at fair value in three levels, based on the markets in which the assets and liabilities are traded and the observability of the inputs used to determine fair value. The three levels are described below:

Level 1 – Quoted prices in active market for identical asset or liability.
 
Level 2 – Prices determined using other significant observable inputs. Observable inputs are inputs that other market participants would use in pricing an asset or liability and are developed based on market data obtained from sources independent of the Company. These may include quoted prices for similar assets and liabilities, interest rates, prepayment speeds, credit risk and others.
 
Level 3 – Prices determined using significant unobservable inputs. In situations where observable inputs are unavailable (for example, when there is little or no market activity for an investment at the end of the period), unobservable inputs may be used. Unobservable inputs reflect the Investment Manager’s own assumptions about the factors that market participants use in pricing an asset or liability, and are based on the best information available in the circumstances.
 
While the Investment Manager believes its valuation methods are appropriate and consistent with those used by other market participants, the use of different methods or inputs to estimate the fair value of certain financial statement items would likely result in a different estimate of fair value at the reporting date. Those fair values may differ significantly from the fair values that would have been used had a readily available market for such financial statement items existed, or had such assets or liabilities been liquidated, and those differences could be material to the financial statements.
 
Changes in valuation techniques may also result in transfer in or out of an investment’s assigned level within the fair value hierarchy.
 
Short-Term Investment and Dividends
The short-term investment is carried at fair value with changes in fair value recognized in current period results of operations.  The fair value of the short-term investment, which represents an investment in an institutional liquidity (or money market) fund, is based on the fair value per share published by the manager of the money market fund on the reporting date.  The Company’s short-term investment is classified as a “Level 1” fair value financial statement item. Dividends on the short-term investment are
 
 
 
7

 
 
PNMAC Mortgage Co. Funding II, LLC
Notes to Financial Statements
As of and For the Year Ended December 31, 2013

 
accrued based on the interest earned by the money market fund reduced by its operating expenses as reported by the money market fund for the reporting period.

Mortgage Loans
Mortgage loans are carried at their fair values. Changes in the fair value of mortgage loans are recognized in current period results of operations under the caption Net gain on investments: Mortgage loans. Mortgage loans are categorized as “Level 3” fair value financial statement items.

Interest Income Recognition
The Company has the ability but not the intent to hold mortgage loans at fair value for the foreseeable future. Therefore, interest income on mortgage loans at fair value is recognized over the life of the loans using the mortgage loans’ contractual interest rates.

Interest income recognition is suspended when mortgage loans become 90 days delinquent, or when, in the Investment Manager’s opinion, a full recovery of income and principal becomes doubtful. Interest income recognition is resumed when the loan becomes contractually current.

Real Estate Acquired in Settlement of Loans
Real estate acquired in settlement of loans (“REO”) is measured at the lower of the acquisition cost of the property (as measured by cost in the case of purchased REO; or the fair value of the property, reduced by estimated selling costs, at the time of acquisition in the case of acquisition in settlement of a loan) or its fair value reduced by estimated costs to sell. REO is categorized as a “Level 3” fair value financial statement item.

Changes in fair value to levels that are less than or equal to acquisition cost and gains or losses on sale of REO are recognized in the statement of operations under the caption Results of real estate acquired in settlement of mortgage loans.

Asset-Backed Secured Financing
Asset-backed secured financing is carried at their fair values. Changes in the fair value of asset-backed secured financing are recognized in current period results of operations under the caption Net gain on investments: Asset-backed secured financing. Asset-backed secured financing is categorized as “Level 3” fair value financial statement items.

Interest Expense Recognition
Interest relating to asset-backed secured financing is recognized using the interest method. Management estimates, at the time of issuance, the future expected cash flows and determines the effective interest cost based on the estimated cash flows and the underlying loans’ fair values. Management updates its cash flow estimates monthly.

Home Affordable Modification Program Incentive Fees
The Company receives incentive fees for successful modification of certain mortgage loans that are either delinquent or at risk of default under the U.S. Department of Housing and Urban Development’s Home Affordable Modification Program (“HAMP”). HAMP establishes standard mortgage loan modification guidelines for “at risk” homeowners and provides incentive payments to certain participants for achieving modifications and successfully remaining in the program. HAMP incentive fees are recognized as income when the Company receives the incentive payments.

Expenses
The Company is charged for those expenses that are directly attributable to it, such as, but not limited to advisory fees, custody fees, and interest. Expenses that are not directly attributable to the Company are
 
 
 
8

 
 
PNMAC Mortgage Co. Funding II, LLC
Notes to Financial Statements
As of and For the Year Ended December 31, 2013

 
generally allocated among the entities in proportion to their assets. All expenses are recognized on the accrual basis of accounting.

Income Taxes
The Company is treated as a disregarded entity for federal income tax purposes. The Company’s income is included in the tax return of the Parent. Accordingly, no provision for federal income taxes is reflected in the accompanying financial statements.

The Investment Manager’s assessment of the requirement to provide for income taxes includes an assessment of the liability arising from uncertain income tax positions. The Investment Manager has concluded that there is no tax liability resulting from unrecognized tax benefits relating to uncertain income tax positions taken on the Parent’s tax returns for the year ended December 31, 2013.
 
The Investment Manager is also not aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly change in the next twelve months. In developing its conclusion, the Investment Manager has analyzed all tax years that are open for examination by the relevant income taxing authority. As of December 31, 2013, open state income tax years include the tax years ended December 31, 2012 through 2013. The Company has no examination in progress.
 
If applicable, the Company will recognize interest accrued related to unrecognized tax benefits in “interest expense” and penalties in “other expenses” on the statement of operations.
 
 
Note 3—Fair Value
 
Fair Value Accounting Elections
The Investment Manager identified the Company’s non-cash financial assets, including its short-term investment and mortgage loans at fair value, as well as its asset backed secured financing to be accounted for at fair value so such changes in fair value will be reflected in income as they occur, will more timely reflect the results of the Company’s investment performance, and are carried in a manner consistent with the fair value accounting elections of the Parent.

Following is a summary of financial statement items that are measured at fair value on a recurring basis for the year ended December 31, 2013:
 
   
Level 1
   
Level 2
   
Level 3
   
Total
 
Assets:
                       
Short-term investment
  $ 1,207,597     $ -     $ -     $ 1,207,597  
Mortgage loans
    -       -       121,422,476       121,422,476  
    $ 1,207,597     $ -     $ 121,422,476     $ 122,630,073  
                                 
Liabilities:
                               
Asset-backed secured financing
  $ -     $ -     $ 26,701,856     $ 26,701,856  
    $ -     $ -     $ 26,701,856     $ 26,701,856  
                                 
 
There were no transfers of items measured at fair value between fair value hierarchy levels during the year ended December 31, 2013.
 
 
 
9

 
 
PNMAC Mortgage Co. Funding II, LLC
Notes to Financial Statements
As of and For the Year Ended December 31, 2013

 
The following tables present a roll forward of the assets and liabilities for which significant Level 3 inputs were used to determine fair value for the year ended December 31, 2013:
 
Assets:
 
Mortgage 
loans
   
Balance at December 31, 2012
  $ 131,683,402    
Repayments
    (15,236,573 )  
Capitalization of interest
    2,917,124    
Transfers to REO
    (12,536,025 )  
Changes in fair value arising from:
         
Changes in mortgage loan-specific credit risk
    2,584,340    
Other factors
    12,010,208    
Balance at December 31, 2013
  $ 121,422,476    
           
Changes in fair value recognized during the year
         
relating to assets still held at December 31, 2013
  $ 13,797,278    
           
 
Liabilities:
 
Asset-backed
secured financing
   
Balance at December 31, 2012
  $ 52,394,198    
Repayments
    (25,385,449 )  
Amortization of premium
    (178,510 )  
Changes in fair value
    (128,383 )  
Balance at December 31, 2013
  $ 26,701,856    
           
 
Following are the fair values and related principal amounts due upon maturity of mortgage loans and asset-backed financing accounted for under the fair value option as of December 31, 2013:
 
   
Fair value
   
Principal
amount due
upon maturity
   
Difference
   
Mortgage loans at fair value:
                   
Current
  $ 46,280,570     $ 70,064,094     $ (23,783,524 )  
30 days delinquent
    6,658,798       10,864,860       (4,206,062 )  
60 days delinquent
    3,169,658       5,875,132       (2,705,474 )  
90 days or more delinquent
    19,868,278       35,067,243       (15,198,965 )  
Foreclosed
    45,445,173       75,657,220       (30,212,047 )  
    $ 121,422,476     $ 197,528,549     $ (76,106,073 )  
                           
Asset-backed secured financings
  $ 26,701,856     $ 26,701,856     $ -    
 
 
 
 
10

 
 
PNMAC Mortgage Co. Funding II, LLC
Notes to Financial Statements
As of and For the Year Ended December 31, 2013


Following are the changes in fair value included in current period results of operations by statement of operations line item for financial statement items accounted for under the fair value option for the year ended December 31, 2013:
 
   
Net interest
income
   
Net gain on
investments
   
Total
   
Assets:
                   
Short-term investment
  $ -     $ -     $ -    
Mortgage loans at fair value
    -       14,594,548       14,594,548    
    $ -     $ 14,594,548     $ 14,594,548    
Liabilities:
                         
Asset-backed secured financing at fair value
  $ 178,510     $ 128,383     $ 306,893    
    $ 178,510     $ 128,383     $ 306,893    
                           
 
Financial Statement Items Measured at Fair Value on a Nonrecurring Basis
 
The Company measures REO at fair value on a nonrecurring basis. At December 31, 2013, REO with a fair value of $3,017,459 had been re-measured during the year. The Company recorded net losses totaling $857,915 in Results of real estate acquired in settlement of mortgage loans as a result of such re-measurement during the year ended December 31, 2013.

Valuation Techniques and Inputs
Most of the Company’s assets and liabilities are carried at fair value with changes in fair value recognized in current period results of operations. A substantial portion of those assets are “Level 3” financial statement items which require the use of significant unobservable inputs in the estimation of the assets’ fair values. Unobservable inputs reflect the Investment Manager’s own assumptions about the factors that market participants use in pricing an asset or liability, and are based on the best information available under the circumstances.

Because the fair value of “Level 3” financial statement items is difficult to estimate, the Investment Manager’s process includes estimation of these items’ fair value by a specialized staff and significant executive management oversight. The Investment Manager has assigned the responsibility for estimating the fair values of “Level 3” financial statement items to its Financial Analysis and Valuation group (the “FAV group”), which is responsible for estimating the fair value of and monitoring the Company’s investment portfolios and maintenance of its valuation policies and procedures.

The FAV group submits the results of its valuations including major factors affecting the fair value and any changes in model methods and inputs to the Investment Manager’s valuation committee, which oversees and approves the valuations before such valuations are included in the Company’s periodic financial statements. The Investment Manager’s valuation committee includes the chief executive, financial, operating, credit, and asset/liability management officers of PNMAC.

The FAV group monitors the models used for valuation of the Company’s “Level 3” financial statement items, including the models’ performance versus actual results and reports those results and the effect on fair value of each of the changes to the significant inputs to the models to the valuation committee. The results developed in the FAV group’s monitoring activities are used to calibrate subsequent projections used to estimate fair value.
 
 
 
11

 
 
PNMAC Mortgage Co. Funding II, LLC
Notes to Financial Statements
As of and For the Year Ended December 31, 2013

 
The following describes the methods used to estimate the fair values of Level 3 financial statement items:
 
Mortgage Loans

Fair values of mortgage loans held by the Company are generally estimated using a discounted cash flow valuation model. Inputs to the model include current interest rates, loan amount, payment status and property type, and forecasts of future interest rates, home prices, prepayment speeds, default and loss severities.
 
The Investment Manager incorporates lack of liquidity into its fair value estimates based on the type of asset or liability measured and the valuation method used. For example, for mortgage loans where the significant inputs have become unobservable due to illiquidity in the markets for distressed mortgage loans, a discounted cash flow technique is used to estimate fair value. This technique incorporates forecasting of expected cash flows discounted at an appropriate market discount rate that is intended to reflect the lack of liquidity in the market.
 
The valuation process includes the computation by stratum of the mortgage loan population and a review for reasonableness of various measures such as weighted average life, projected prepayment and default speeds, and projected default and loss percentages.

Changes in fair value attributable to mortgage loan-specific credit risk are measured by the effect on the mortgage loan’s fair value of changes in the respective mortgage loan’s delinquency status at period-end from the later of the beginning of the period or acquisition date.
 
The significant unobservable inputs used in the fair value measurement of the Company’s mortgage loans are discount rate, home price projections, voluntary prepayment speeds and default speeds. Significant changes in any of those inputs in isolation could result in a significant change to the mortgage loans’ fair value. Increases in home price projections are generally accompanied by an increase in voluntary prepayment speeds.

Following is a quantitative summary of key inputs used in the valuation of mortgage loans at fair value:
 
             
Range
 
Valuation techniques
 
Key inputs
       
(Weighted average)
 
Discounted cash flow
 
Discount rate
7.25% - 15.00%
 
             
(10.93%)
 
   
Twelve-month housing price index change
2.70% - 4.19%
 
             
(3.75%)
 
   
Voluntary Prepayment speed (Life voluntary CRR) (1
0.06% - 3.77%
 
             
(2.77%)
 
   
Total Prepayment speed (Life total CPR) (2
1.03% - 25.25%
 
             
(19.45%)
 
(1) Prepayment speed is measured using Constant Repayment Rate ("CRR")
     
(2) Prepayment speed is measured using Conditional Prepayment Rate ("CPR")
     
 
 
 
 
12

 
 
PNMAC Mortgage Co. Funding II, LLC
Notes to Financial Statements
As of and For the Year Ended December 31, 2013


Real Estate Acquired in Settlement of Loans

REO is measured based on its fair value on a nonrecurring basis. Fair value of REO is established by using a current estimate of fair value from a broker’s price opinion or a full appraisal, or the price given in a current contract of sale.

REO fair values are reviewed by the Manager’s staff appraisers when the Company obtains multiple indications of fair value and there is a significant difference between the fair values received. The Investment Manager’s staff appraisers will attempt to resolve the difference between the indications of fair value. In circumstances where the appraisers are not able to generate adequate data to support a fair value conclusion, the staff appraisers will order an additional appraisal to determine the fair value.

REO may be subsequently revalued due to the Company receiving greater access to the property, the property being held for an extended period or management receiving indications that the property’s fair value may not be supported by developing market conditions.

Asset-Backed Secured Financing

The fair value of the Company’s asset-backed secured financing is estimated based on the fair value of the underlying mortgage loans as described under Mortgage Loans above.
 
Note 4— Concentrations of Risk
 
The Company has assumed a concentration of credit risk in connection with its investments in mortgage loans and REO.

The following is a summary of the distribution of mortgage loans held by the Company as measured by fair value at December 31, 2013:
 
               
Weighted
   
         
%
   
average
   
Lien Position
 
Fair value
   
Member's capital
   
note rate
   
1st Lien
  $ 121,322,088       103.96 %     5.03 %  
2nd Lien
    100,388       0.09 %     3.53 %  
Total Portfolio
  $ 121,422,476       104.05 %     5.02 %  
                           
 
               
Weighted
   
         
%
   
average
   
Loan Type
 
Fair value
   
Member's capital
   
note rate
   
Adjustable rate / Hybrid
  $ 55,298,008       47.39 %     4.97 %  
Fixed- interest rate
    55,535,820       47.59 %     5.61 %  
Step Rate
    183,591       0.16 %     3.96 %  
Balloon
    10,405,057       8.91 %     2.20 %  
Total Portfolio
  $ 121,422,476       104.05 %     5.02 %  
                           
 
 
 
 
13

 
 
PNMAC Mortgage Co. Funding II, LLC
Notes to Financial Statements
As of and For the Year Ended December 31, 2013


 
               
Weighted
   
         
%
   
average
   
Geographic Distribution
 
Fair value
   
Member's capital
   
note rate
   
California
  $ 23,179,450       19.86 %     3.27 %  
Florida
    21,421,555       18.36 %     6.10 %  
New York
    15,070,382       12.91 %     5.49 %  
New Jersey
    10,733,740       9.20 %     5.42 %  
Maryland
    6,287,502       5.39 %     4.89 %  
Massachusetts
    5,852,905       5.02 %     5.17 %  
Other
    38,876,942       33.31 %     5.04 %  
Total Portfolio
  $ 121,422,476       104.05 %     5.02 %  
 
               
Weighted
   
         
%
   
average
   
Loan Age (1)
 
Fair value
   
Member's capital
   
note rate
   
Less than 24 months
  $ 24,212       0.02 %     2.79 %  
48-60 months
    670,135       0.57 %     2.59 %  
36-48 months
    681,450       0.58 %     4.29 %  
60 months or more
    120,046,679       102.88 %     5.04 %  
Total Portfolio
  $ 121,422,476       104.05 %     5.02 %  
 
               
Weighted
   
         
%
   
average
   
Current Loan-to-Value (2)
 
Fair value
   
Member's capital
   
note rate
   
Less than 80%
  $
17,028,264
     
14.59
%    
5.27
%  
80%-99.99%
   
24,827,772
     
21.28
%    
4.76
%  
100%-119.99%
   
29,526,513
     
25.30
%    
4.87
%  
120% or Greater
   
50,039,927
     
42.88
%    
5.13
%  
Total Portfolio
  $
121,422,476
     
104.05
%     5.02 %  
                           
 
1
Loan Age reflects the age of the loan as of December 31, 2013.

2
Current loan-to-value measures the ratio of the current balance of the loan and all superior liens (“Loan”) to the estimate of the fair value of the property securing the liens (“Value”) as of   December 31, 2013.
 
 
 
 
14

 
 
PNMAC Mortgage Co. Funding II, LLC
Notes to Financial Statements
As of and For the Year Ended December 31, 2013

 
               
Weighted
   
         
%
   
average
   
Payment Status
 
Fair value
   
Member's capital
   
note rate
   
Current (3)
  $ 46,280,570       39.66 %     3.69 %  
30 days delinquent
    6,658,798       5.71 %     3.52 %  
60 days delinquent
    3,169,658       2.72 %     4.62 %  
90 days or more delinquent
    19,868,278       17.03 %     4.92 %  
In Forclosure
    45,445,172       38.93 %     6.55 %  
Total Portfolio
  $ 121,422,476       104.05 %     5.02 %  
                           
 
3
Current loans include loans in and adhering to a forbearance plans as of December 31, 2013.

Following is a summary of the distribution of REO:
 
         
%
   
Geographic Distribution
 
Carrying value
   
Member's capital
   
Florida
  $ 2,194,812       1.88 %  
New Jersey
    1,297,780       1.11 %  
California
    1,210,178       1.04 %  
Massachusetts
    957,375       0.82 %  
Pennsylvania
    650,240       0.56 %  
Other
    3,788,292       3.24 %  
Total Portfolio
  $ 10,098,677       8.65 %  
                   
 
 
Note 5—Asset-backed Secured Financing
 
On November 29, 2011 an affiliate, PNMAC Mortgage Co. Funding, entered into a transaction to securitize its mortgage loans and REO by transferring them into a trust which then issued Asset-Backed Notes Series 2011-NPL1 (the “Notes”). Deutsche Bank National Trust Company serves as the Indenture Trustee. Upon the Company’s formation, the mortgage loans and REO collateralizing the Notes as well as the Notes were transferred by PNMAC Mortgage Co. Funding to the Parent and then from the Parent to the Company.

As of and for the year ended December 31, 2013, the remaining Notes issued and outstanding have a contractual maturity date of September 25, 2051 and a weighted average interest rate of 5.07% during the year and 5.00% at year-end. Total interest expense relating to the Notes for the year ended December 31, 2013 was $1,696,862.
 
Note 6—Transactions with Affiliates
 
As of December 31, 2013, substantially all of the receivable from PLS of $9,537,333 on the Balance Sheet represents funds advanced to PLS to fund collection and liquidation costs relating to mortgage loans and REO serviced by PLS on the Company’s behalf as well as principal, interest, and REO sales proceeds collections receivable.

The Company paid $42,774 to the Investment Manager for reimbursable expenses paid on the Company’s behalf during the year ended December 31, 2013. Of this amount, $40,060 was for professional fees and $2,714 was for other expenses.
 
 
 
 
15

 
 
PNMAC Mortgage Co. Funding II, LLC
Notes to Financial Statements
As of and For the Year Ended December 31, 2013

 
PLS acts as the primary mortgage servicer for all mortgage loans owned by the Company. The servicing agreement between PLS and the Company generally provides for servicing fees of 50 to 100 basis points of unpaid principal balance per year, depending on the type and quality of the mortgage loans being serviced, plus other specified fees and charges. The servicing arrangement also requires that PLS will rebate to the Company an amount equal to 13% of servicing-related fees charged to the Company to approximate overall “at cost” pricing with respect to loan servicing activities for such assets. Total servicing fees before the rebate for the year ended December 31, 2013 totaled $1,584,021 and PLS reduced servicing fees by providing a rebate of $267,190.

The Company’s short-term investment, the BlackRock Liquidity Funds: TempFund Institutional Shares, is managed by BlackRock Institutional Management Corporation which is a wholly owned subsidiary of BlackRock, Inc. BlackRock, Inc. is an affiliate of the Company. The Company had $1,207,597 invested in the short-term investment at December 31, 2013, and for the year ended December 31, 2013, the Company received $999 of dividend income from this short-term investment.
 
Note 7— Risk Factors
 
The Company’s investment activities expose it to various types and degrees of risk associated with the assets and markets in which it invests.

Investments in mortgage loans have exposure to risks that includes interest rate risk, market risk, and default risk (the potential non-payment of principal and interest, including default or bankruptcy of the issuer or the intermediary in the case of a mortgage loan participation). Mortgage loans are also subject to prepayment risk, which will affect the maturity of, and yield on, such investments.

Investments in REO are also subject to various risk factors. Generally, real estate investments could be adversely affected by a recession, natural disaster or general economic downturn in the area where the properties are located as well as the availability of similar properties in such area. Real estate investment performance is also subject to the effectiveness of a particular property manager in managing the property.

The Company is subject to interest rate risk. Interest rate risk is the risk that investments in mortgage loans held by the Company will decrease in fair value because of changes in market interest rates. Investments in mortgage loans with long-term maturities may experience significant decreases in fair value if long-term mortgage interest rates increase.

Market risk represents the potential adverse change in fair value of financial statement items caused by movements in market factors including, but not limited to, market liquidity, investor sentiment, interest rates and foreign exchange rates. The Company’s portfolio includes certain investments that are generally illiquid and have a greater amount of market risk than more liquid investments. These investments may trade in limited markets or have restrictions on resale or transfer and may not be able to be liquidated on demand if needed. The fair value assigned to these investments may differ significantly from the fair values that could be realized upon liquidation or that would have been used had a ready market existed. Such differences could be material to the financial statements.

Adverse changes in economic conditions are more likely to lead to a weakened capacity of borrowers to make principal and interest payments. An economic downturn could severely affect the ability of highly leveraged borrowers to service their debt obligations or to repay their obligations. Under adverse market or economic conditions, the secondary market could contract further as well, increasing the illiquid nature of the mortgage loans. As a result, the Company could find it more difficult to sell mortgage loans or may be able to sell only at prices lower than if such investments were widely traded.
 
 
 
16

 
 
PNMAC Mortgage Co. Funding II, LLC
Notes to Financial Statements
As of and For the Year Ended December 31, 2013

 
An investment in the Company is subject to investment risk, including the possible loss of the entire investment. An investment in the Company represents an indirect investment in the mortgage loans held by the Company. The fair value, like other market investments, may move up or down, sometimes rapidly and unpredictably. An investment in the Company at any point in time may be worth less than the original investment. Investment fair values can fluctuate for several reasons including the general condition of the mortgage market or when political or economic events affecting the issuers occur.

As part of its investment strategy, the Company may utilize borrowings. The use of borrowings, and the Company’s ability to service and comply with all of the covenants relating to such borrowings, may materially affect the operations of the Company or its investments, and thus its ultimate fair value. Financing may not always be available on acceptable terms, in the necessary amounts, or for the period needed. This could have a material negative effect on the performance of the Company.

The Company clears substantially all of its investment purchases and sales and maintains substantially all of its investments and cash positions at U.S. Bank, N.A. Credit risk is measured by the loss the Company would record if U.S. Bank, N.A. failed to perform pursuant to the terms of its obligations.
 
Note 8—Subsequent Events
 
The Investment Manager has evaluated all events or transactions through the date of issuance of these financial statements. On April 9 and May 8, 2015, the Company distributed its net assets of approximately $105.6 million to the Parent. Such net assets were comprised primarily of mortgage loans and REO at fair value and the related asset backed secured financing of such mortgage loans and REO, receivables from PLS relating to servicing advances, principal and interest collections receivable and the Company’s short-term investment. The Investment Manager intends to dissolve the Company during 2015.

 
******
 
 
 
 
17

 
 
PNMAC Mortgage Co. Funding II, LLC
Independent Auditors’ Report

 
   
(deloitte logo)
Deloitte & Touche LLP
 
Suite 200
 
350 South Grand Avenue
 
Los Angeles, CA 90071-3462
 
USA
 
Tel: +1 213 688 0800
 
Fax: +1 213 688 0100
 
www.deloitte.com
 
To the Managing Member of PennyMac Mortgage Co. Funding II, LLC and
The Board of Directors of PNMAC Mortgage Opportunity Fund, L.P.

We have audited the accompanying financial statements of PennyMac Mortgage Co. Funding II, LLC (the "Company"), which comprise the balance sheet as of December 31, 2013, and the related statements of operations, changes in member’s capital, and cash flows for the year then ended, and the related notes to the financial statements.

Management's Responsibility for the Financial Statements
Management is responsible for the preparation and fair presentation of these financial statements in accordance with accounting principles generally accepted in the United States of America; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error.

Auditors' Responsibility
Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company's preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of PennyMac Mortgage Co. Funding II, LLC as of December 31, 2013, and the results of its operations and its cash flows for the year then ended in accordance with accounting principles generally accepted in the United States of America.
 
     
 (logo)    
July 16, 2015
   
    Member of
Deloitte Touche Tohmatsu Limited
 
 
 
 
18

 
 
Item 2. Code of Ethics.

The registrant has adopted a code of ethics that applies to the registrant’s principal executive officer and principal financial officer.  The registrant has not made any amendments to its code of ethics during the period covered by this report.  The registrant has not granted any waivers from any provisions of the code of ethics during the period covered by this report.

The registrant undertakes to provide to any person without charge, upon request, a copy of its code of ethics by mail when they call the registrant at 1-818-224-7442.

Item 3. Audit Committee Financial Expert.

The registrant’s board of trustees has determined that there is at least one audit committee financial expert serving on its audit committee.  Mr. Peter W. McClean is the “audit committee financial expert” and is considered to be “independent” as each term is defined in Item 3 of Form N CSR.

Item 4. Principal Accountant Fees and Services.

The registrant has engaged its principal accountant to perform audit services, and tax services during the past two fiscal years. “Audit services” refer to performing an audit of the registrant's annual financial statements or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years “Tax services” refer to professional services rendered by the principal accountant for tax compliance, tax advice, and tax planning. The following table details the aggregate fees billed or expected to be billed for each of the last two fiscal years for audit fees, and tax fees by the principal accountant.

 
FYE  12/31/2013
FYE  12/31/2012
Audit Fees
$193,160
$150,530
Audit-Related Fees
$0
$ 0
Tax Fees
$23,539
$26,046
All Other Fees
$0
$0

The audit committee has adopted pre-approval policies and procedures that require the audit committee to pre-approve all audit and non-audit services of the registrant, including services provided to any entity affiliated with the registrant.

The percentage of fees billed by Deloitte & Touche LLP applicable to non-audit services pursuant to waiver of pre-approval requirement were as follows:

 
FYE  12/31/2013
FYE  12/31/2012
Audit-Related Fees
0%
0%
Tax Fees
0%
0%
All Other Fees
0%
0%
 
 
 
 

 

 
All of the principal accountant’s hours spent on auditing the registrant’s financial statements were attributed to work performed by full-time permanent employees of the principal accountant.  (If more than 50 percent of the accountant’s hours were spent to audit the registrant's financial statements for the most recent fiscal year, state how many hours were attributed to work performed by persons other than the principal accountant's full-time, permanent employees.)

The following table indicates the non-audit fees billed or expected to be billed by the registrant’s accountant for services to the registrant and to the registrant’s investment adviser (and any other controlling entity, etc.—not including any sub-adviser) for the last two years.  The audit committee of the board of trustees/directors has considered whether the provision of non-audit services that were rendered to the registrant's investment adviser is compatible with maintaining the principal accountant's independence and has concluded that the provision of such non-audit services by the accountant has not compromised the accountant’s independence.

Non-Audit Related Fees
FYE  12/31/2013
FYE  12/31/2012
Registrant
None
None
Registrant’s Investment Adviser
None
None


Item 5. Audit Committee of Listed Registrants.

Not applicable to registrants who are not listed issuers (as defined in Rule 10A-3 under the Securities Exchange Act of 1934).

Item 6. Investments.

(a)  
Schedule of Investments is included as part of the report to shareholders filed under Item 1 of this Form.
(b)  
Not applicable.

Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.

Not applicable.

Item 8. Portfolio Managers of Closed-End Management Investment Companies.

(a) (1) The Five persons with the most significant responsibility for the day-to-day management of the Registrant’s portfolio are Stanford L. Kurland, David A. Spector, David M. Walker, Andy S. Chang, and Vandad Fartaj.  The titles, business experience, and length of service of Messrs. Kurland, Spector, Walker, Chang, and Fartaj are included in the following table:
 
 
 
 

 

 
Name
Title
Length of Service
Business Experience
During Past 5 Years
Role of Portfolio Manager
Stanford L. Kurland (61)
c/o PNMAC Capital Management, LLC, 6101 Condor Drive, Moorpark, California 93021
Founder, Chairman and Chief Executive Officer of the Investment Adviser
Served since May 29, 2008
Chairman and Chief Executive Officer of PennyMac Financial Services, Inc. (since 2012) and  Private National Mortgage Acceptance Company, LLC (since 2008); Chairman and Chief Executive Officer of PennyMac Loan Services, LLC (since 2008); Chairman of the Board of Trustees and Chief Executive Officer of PennyMac Mortgage Investment Trust (since 2009).
Chairman and Chief Executive Officer of the Investment Adviser
David A. Spector (50)
c/o PNMAC Capital Management, LLC, 6101 Condor Drive, Moorpark, California 93021
Chief Investment Officer
Served since May 29, 2008
President and Chief Operating Officer of PennyMac Financial Services, Inc. (since 2012); President and Chief Investment Officer of Private National Mortgage Acceptance Company, LLC (since 2008); Member of the Board of Directors of PNMAC Mortgage Opportunity Fund, LLC (since 2008) and  PNMAC Mortgage Opportunity Fund, LP (since 2008) and Member of the Board of Trustees of PennyMac Mortgage Investment Trust and President and Chief Operating Officer (since 2009).
As Chief Investment Officer, is responsible for oversight of all activities pertaining to investments, and directs the activities of portfolio management, capital markets, and credit as each relates to mortgage credit and company credit risk
David M. Walker (58)
c/o PNMAC Capital Management, LLC, 6101 Condor Drive, Moorpark, California 93021
Chief Credit Officer of the Investment Adviser
Served since May 29, 2008
Chief Credit and Enterprise Risk Officer of PennyMac Financial Services, Inc. (since 2012) and Private National Mortgage Acceptance Company, LLC (since 2008); Chief Operating Officer of Private National Mortgage Acceptance Company, LLC (since 2011).
As Chief Credit Officer, is responsible for developing and maintaining the loan grading system, default curves, the loan loss severity matrix, new loan underwriting and modification standards, overseeing representation and warranty claims.
Andy S. Chang (36)
c/o PNMAC Capital Management, LLC, 6101 Condor Drive, Moorpark, California 93021
Chief Business Development Officer of the Investment Adviser
Served since May 29, 2008
Chief Business Development Officer of PennyMac Financial Services, Inc. (since 2012) and Private National Mortgage Acceptance Company, LLC (since 2009). Formerly, Chief Fund Administration Officer of Private National Mortgage Acceptance Company, LLC (2008 to 2009) and Director at Blackrock and a senior member of  its Advisory Services practice (2005 to 2008).
As Chief Business Development Officer, is responsible for establishing relationships with sellers, negotiating purchase/sales agreements, and coordinating transaction details.
Vandad Fartaj (39)
c/o PNMAC Capital Management, LLC, 6101 Condor Drive, Moorpark, California 93021
Chief Capital Markets Officer of the Investment Adviser
Served since March 3, 2010
Chief Capital Markets Officer of PennyMac Financial Services, Inc. (since 2012) and Private National Mortgage Acceptance Company, LLC (since 2010); Formerly, Managing Director, Capital Markets, for Private National Mortgage Acceptance Company, LLC (2008 to 2010), and Vice President, Whole Loan Trading for Countrywide Securities Corporation (1999 to 2008).
As Chief Capital Markets Officer, is responsible for all capital markets activities including asset valuation, trading, hedging and research.



 
 

 
 

(2) The following table provides information about the other accounts managed on a day-to-day basis by each of the portfolio managers as of December 31, 2013:


 Name of Manager
Total Number of Accounts Managed
Total Assets in Accounts Managed
Number of Accounts for Which Advisory Fee is Based on Performance
Assets in Accounts for Which Advisory Fee is Based on Performance
Stanford L. Kurland
       
Registered investment companies
2
$645,895,719
2
$645,895,719
Other pooled investment vehicles
3
$1,771,477,427
2
$1,771,477,427
Other accounts
     
$0
David A. Spector
       
Registered investment companies
2
$645,895,719
2
$645,895,719
Other pooled investment vehicles
3
$1,771,477,427
2
$1,771,477,427
Other accounts
     
$0
Vandad Fartaj
       
Registered investment companies
2
$645,895,719
2
$645,895,719
Other pooled investment vehicles
3
$1,771,477,427
2
$1,771,477,427
Other accounts
     
$0
David M. Walker
       
Registered investment companies
2
$645,895,719
2
$645,895,719
Other pooled investment vehicles
3
$1,771,477,427
2
$1,771,477,427
Other accounts
     
$0
Andy S. Chang
       
Registered investment companies
2
$645,895,719
2
$645,895,719
Other pooled investment vehicles
3
$1,771,477,427
2
$1,771,477,427
Other accounts
     
$0
 
 
 
 

 

 
 Potential Material Conflicts of Interests:

The Investment Adviser and its respective affiliates, members and employees may manage or advise other clients, including other investment vehicles and entities ("Other Accounts"). Investment opportunities will be apportioned among the Fund and Other Accounts pursuant to an allocation methodology that assesses the risk/ expected return of loans in a given population such that each Fund and Other Accounts receive a pro-rata share based on capital available for investment. There is no assurance that the Fund will be offered any specific investment opportunities that come to the attention of the Investment Adviser or that the Fund will be permitted to invest the full amount it desires to invest in any such opportunity that is made available.

(3) Compensation:

Messrs. Kurland, Spector, Walker, Chang, and Fartaj receive a fixed salary from Private National Mortgage Acceptance Company, LLC (“PennyMac”), the parent company of the Investment Adviser. Additionally, each of the managers will receive pro rata distributions of the profits of PennyMac based on his equity interest therein. During the year ended December 31, 2013, Messrs. Kurland, Spector, Walker, Chang, and Fartaj received from one of the managed accounts restricted stock units, which vest over a four year period.  None of Messrs. Kurland, Spector, Walker, Chang and Fartaj receive any direct compensation from the Registrant.

(4) The following table provides information about the dollar range of equity securities in the registrant beneficially owned by each of the portfolio managers as of December 31, 2013:

Name of Manager
Aggregate Dollar Range of Holdings in the Registrant
Stanford L. Kurland
None
David A. Spector
None
David M. Walker
None
Andy S. Chang
None
Vandad Fartaj
None

(b)           Not applicable.

Item 9. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers.

Not applicable.

Item 10. Submission of Matters to a Vote of Security Holders.

The registrant’s nominating committee charter does not contain any changes to procedures by which shareholders may recommend nominees to the registrant’s board of directors.
 
 
 
 

 

 
Item 11. Controls and Procedures.

(a)  
The Registrant’s Chief Executive Officer and Chief Financial Officer have reviewed the Registrant's disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940 (the “Act”)) as of a date within 90 days of the filing of this report, as required by Rule 30a-3(b) under the Act and Rules 13a-15(b) or 15d-15(b) under the Securities Exchange Act of 1934.  Based on their review, such officers have concluded that the disclosure controls and procedures are effective in ensuring that information required to be disclosed in this report is appropriately recorded, processed, summarized and reported and made known to them by others within the Registrant and by the Registrant’s service provider.

(b)  
There were no changes in the Registrant's internal control over financial reporting (as defined in Rule 30a-3(d) under the Act) that occurred during the second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the Registrant's internal control over financial reporting.

Item 12. Exhibits.

(a)  
(1) Any code of ethics or amendment thereto, that is the subject of the disclosure required by Item 2, to the extent that the registrant intends to satisfy Item 2 requirements through filing an exhibit. Not applicable during this period.

(2) A separate certification for each principal executive and principal financial officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.  Filed herewith.

(3) Any written solicitation to purchase securities under Rule 23c-1 under the Act sent or given during the period covered by the report by or on behalf of the registrant to 10 or more persons.  Not applicable to during this period.

Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.  Furnished herewith.
 
 
 
 

 
 
 
SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


(Registrant)  PNMAC Mortgage Opportunity Fund, LLC                                                                                                                                        
 
 
By (Signature and Title)  /s/ Stanford L. Kurland                                 
                                                  Stanford L. Kurland, CEO

Date    July 28, 2015                                                                                   

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
 
 
By (Signature and Title)  /s/ Stanford L. Kurland                                 
                                                  Stanford L. Kurland, CEO

Date    July 28, 2015                                                                                   
 
 
By (Signature and Title)  /s/ Anne D. McCallion                                  
                                                  Anne D. McCallion, CFO

Date    July 28, 2015                                                                                   
 

EX-99.CERT 2 certs.htm CERTIFICATIONS certs.htm

 
EX.99.CERT
 
CERTIFICATIONS
I, Anne D. McCallion, certify that:
 
1.  
I have reviewed this report on Form N-CSR of PNMAC Mortgage Opportunity Fund, LLC;
 
2.  
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
 
3.  
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report;
 
4.  
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have:
 
(a)  
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
 
(b)  
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
 
(c)  
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and
 
(d)  
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
 
5.  
The registrant’s other certifying officer(s) and I have disclosed to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
 
(a)  
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information; and
 
(b)  
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:   July 28, 2015                      
 
/s/ Anne D. McCallion                             
Anne D. McCallion
Chief Financial Officer
 
 
 
 

 
 
EX.99.CERT
 
CERTIFICATIONS
I, Stanford L. Kurland, certify that:
 
1.  
I have reviewed this report on Form N-CSR of PNMAC Mortgage Opportunity Fund, LLC;
 
2.  
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
 
3.  
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report;
 
4.  
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have:
 
(a)  
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
 
(b)  
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
 
(c)  
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and
 
(d)  
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
 
5.  
The registrant’s other certifying officer(s) and I have disclosed to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
 
(a)  
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information; and
 
(b)  
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
 
Date:   July 28, 2015                      
 
/s/ Stanford L. Kurland                         
Stanford L. Kurland
Chief Executive Officer
 

EX-99.906 CERT 3 sox_cert.htm SARBANES-OXLEY CERTIFICATION sox_cert.htm

 
EX.99.906CERT
 
Certification Pursuant to Section 906 of the Sarbanes-Oxley Act

Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, each of the undersigned officers of the PNMAC Mortgage Opportunity Fund, LLC, does hereby certify, to such officer’s knowledge, that the report on Form N-CSR of the PNMAC Mortgage Opportunity Fund, LLC for the period ended December 31, 2013 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as applicable, and that the information contained in the Form N-CSR fairly presents, in all material respects, the financial condition and results of operations of the PNMAC Mortgage Opportunity Fund, LLC for the stated period.


/s/ Stanford L. Kurland                                                  
Stanford L. Kurland
CEO, PNMAC Mortgage Opportunity Fund, LLC
 
/s/ Anne D. McCallion                             
Anne D. McCallion
CFO, PNMAC Mortgage Opportunity Fund, LLC
Dated:    July 28, 2015                                         
 


This statement accompanies this report on Form N-CSR pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not be deemed as filed by the PNMAC Mortgage Opportunity Fund, LLC for purposes of Section 18 of the Securities Exchange Act of 1934.
 

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