August 2, 2011
VIA FACSIMILE AND EDGAR
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
American Capital Mortgage Investment Corp.
Registration Statement on Form S-11 (File No. 333-173238)
Ladies and Gentlemen:
Pursuant to Rule 461, promulgated under the Securities Act of 1933, as amended (the “Securities Act”), as the Representatives of the underwriters of the proposed public offering of Common Stock that is the subject matter of the above-captioned Registration Statement, we hereby join in the request of the issuer that the effective date of the Registration Statement be accelerated so that such Registration Statement will become effective on August 3, 2011 at 4:00 p.m., Eastern, or as soon thereafter as practical.
The following is supplemental information supplied under Rule 418(a)(7) and Rule 460 under the Securities Act of 1933:
| (i) | Date of preliminary prospectus: July 20, 2011 |
| (ii) | Approximate dates of distribution: July 20, 2011 - August 3, 2011 |
| (iii) | Number of prospective underwriters and dealers to whom the preliminary prospectus was furnished: 8 |
| (iv) | Number of prospectuses so distributed: approximately14,000 |
| (v) | Compliance with Rule 15c2-8 under the Securities Exchange Act of 1934: Included in Master Agreement Among Underwriters of Citigroup Global Markets Inc. dated May 20, 2011. |
We have taken reasonable steps to make the information contained in the Registration Statement conveniently available to underwriters and dealers who will participate in the distribution of the securities registered thereunder.
[Signature Page Follows.]
Securities and Exchange Commission
Page 2
August 2, 2011
If you have questions or comments regarding this request, please call Trevor K. Ross. of Hunton & Williams LLP at (404) 888-4130.
| Very truly yours, | ||
| CITIGROUP GLOBAL MARKETS INC. | ||
| By: | /s/ Gerrit B. Parker, Jr. | |
| Name: | Gerrit B. Parker, Jr. | |
| Title: | Managing Director | |
| DEUTSCHE BANK SECURITIES INC. | ||
| By: | /s/ John Reed | |
| Name: | John Reed | |
| Title: | Director | |
| By: | /s/ Frank Windels | |
| Name: | Frank Windels | |
| Title: | Directors | |
| UBS SECURITIES LLC | ||
| By: | /s/ Halle J. Bennett | |
| Name: | Halle J. Bennett | |
| Title: | Managing Director | |
| By: | /s/ Ethan Elzen | |
| Name: | Ethan Elzen | |
| Title: | Associate Director | |
| WELLS FARGO SECURITIES, LLC | ||
| By: | /s/ David Herman | |
| Name: | David Herman | |
| Title: | Director | |
| cc: | Samuel A. Flax |
| David J. Goldschmidt |
