SecProbe.io

April 13, 2012

Thomas Friedmann, Esq.
Dechert LLP 1775 I Street, NW Washington, DC  20006-2401
Re: PennantPark Floating Rate Capital Ltd.
File Nos. 333-180084 & 814-891
Dear Mr. Friedmann:
We have reviewed the registration statemen t for PennantPark Floating Rate Capital Ltd.
(the “Fund”) filed on Form N-2 on March 14, 2012, in connection the shelf registration of
common stock, preferred stock, warrants, subscripti on rights, and debt secu rities.  Based on our
review of the registration statement, we have  the following comments.  The captions we use
below correspond to the captions the Fund uses in its registration statement.
PROSPECTUS:

Prospectus Summary — General Business of PennantPark Floating Rate Capital Ltd.
(Page 1)

1. The third paragraph of this section provides that at least 80% of the value of Managed
Assets "will be invested in Floating Rate Loans and investments with similar economic
characteristics,  including cash equivalents invested in money market funds. "  Please identify
or describe the investments that  will be deemed to have similar economic characteristics to
Floating Rate Loans, including whether such invest ments will include deri vative instruments.
Please explain how such investments will be valued for purposes of the Fund's 80% policy,
including whether the notional va lue of derivative instruments w ould be used.  Finally, please
explain to us why cash equivalent s invested in money market funds  would be considered to have
similar economic characteristics of Floating Rate Loans.
Risk Factors — Risks Related to Our Investme nts — Our Investments in foreign securities
may involve significant risks in addition to the risks inherent in U.S. investments (Page 19)

2. This section states that the investment st rategy contemplates potential investments in
securities of companies located outside the United States.  Please disclose that such assets would
not meet the requirements for qualifying assets unde r paragraphs (1) throu gh (6) of Section 55(a)
of the Investment Company Act of 1940.

Thomas Friedmann, Esq.
April 13, 2012 Page 2

Certain Relationships and Transactions — Investment Management Agreement —
Investment Advisory Agreement  (Page 62)

3. The first paragraph of this section provides that the base management fee is based on "the
average value of our average adjusted gross assets  at the end of the two most recently completed
calendar quarters, and ap propriately adjusted for any share issuances or repurchases during the
current calendar quarter."  Please provide us an ex ample of how the average adjusted gross assets
is calculated.  Please disclose how derivatives will be valued for purposes of determining gross assets.  Confirm that the Fund will not use notional value for purposes of calculating gross assets.
Please also explain to us how gro ss assets differ from Managed Assets.

PART C — OTHER INFORMATION:

Item 34  Undertakings
4. Please include the undertaking provided in It em 34.1 of Form N-2.  Alternatively, please
explain to us why the unde rtaking is not required.

GENERAL COMMENTS:

5. Where a comment is made in one location, it is applicable to a ll similar disclosure
appearing elsewhere in the registration statement.  6. We note that portions of the filing are inco mplete.  We may have additional comments on
such portions when you complete them in a pre- effective amendment, on disclosures made in
response to this letter, on info rmation supplied supplementally, or on exhibits added in any pre-
effective amendments.  7. If you intend to omit certain information from  the form of prospectus included with the
registration statement that is d eclared effective in reliance on Rule 430A under the Securities Act
of 1933 ("Securities Act"), pleas e identify the omitted inform ation to us supplementally,
preferably before filing the final pre-effective amendment.  8. Please advise us if you have submitted or expect to submit an exemptive application or no-action request in connection wi th your registration statement.
 9. Response to this letter shoul d be in the form of a pre-e ffective amendment filed pursuant
to Rule 472 under the Securities Act.   Where no change will be made  in the filing in response to
a comment, please indicate this fact in a supplemental letter a nd briefly state the basis for your
position.  10. We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filings reviewed by the staff to be certain  that they have provided all information investors

Thomas Friedmann, Esq.
April 13, 2012 Page 3

 require for an informed decision.  Since the Fund  and its management are in possession of all
facts relating to the Fund’s disclosure, they are responsible for the accuracy and adequacy of the
disclosures they have made.

 Notwithstanding our comments, in the ev ent the Fund requests acceleration of the
effective date of the pending registration statement,  it should furnish a letter, at the time of such
request, acknowledging that

 should the Commission or the staff, acting purs uant to delegated authority, declare the
filing effective, it does not foreclose the Co mmission from taking any action with respect
to the filing;
 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the F und from its full responsibility for the
adequacy and accuracy of the disclosure in the filing; and
 the Fund may not assert this action as de fense in any proceeding initiated by the
Commission or any person under the federal securities laws of  the United States.
  In addition, please be advi sed that the Division of En forcement has access to all
information you provide to the staff of the Divi sion of Investment Management in connection
with our review of your filing or in response to our comments on your filing.

 We will consider a written request for acceleration of the effective date of the registration
statement as a confirmation of the fact that those requesting accelerat ion are aware of their
respective responsibilities.  We will act on the request and, pursuant to delegated authority, grant
acceleration of the effective date.
* * * * * * *
 If you have any questions prior to filing a pr e-effective amendment, please call me at
(202) 551-6945.

Sincerely,

  John M. Ganley
Senior Counsel