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CORRESP
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filename1.htm

CORRESP

 1900 K Street, NW

Washington, DC 20006-1110

 +1 202 261 3300
Main

 +1 202 261 3333 Fax

www.dechert.com

 David J. Harris

 david.harris@dechert.com

 +1 202 261 3385 Direct

 +1 202 261 3085 Fax

 August 7, 2013

 VIA EDGAR AND EMAIL

 United States Securities and Exchange
Commission

 Division of Investment Management

 100 F Street, N.E.

 Washington, D.C. 20549

Attn: Laura L. Solomon

Re:
PennantPark Investment Corporation, et al.

 File Number 812-14134

 Ladies and Gentlemen:

PennantPark Investment Corporation, a Maryland corporation (collectively with the other applicants named in the Application, the
“Applicants”), has today filed with the Securities and Exchange Commission (the “Commission”) amendment no. 1 (“Amendment No. 1”) to its application for an order pursuant to Sections 17(d) and
Section 57(i) of the Investment Company Act of 1940, as amended (the “1940 Act”), and Rule 17d-1 under the 1940 Act to permit certain joint transactions otherwise prohibited by Section 17(d) or Section 57(a)(4) of the
1940 Act (File Number 812-14134) (the “Application”). On behalf of the Applicants, we hereby respond to the comments raised by the staff (the “Staff”) of the Commission pursuant to a letter dated July 9, 2013
from Laura L. Solomon, Senior Counsel, to David J. Harris and William J. Tuttle of Dechert LLP, outside counsel to the Applicants. For your convenience, the Staff’s comments are included in this letter, and each comment is followed by the
applicable response. As requested, we have included a PDF file of Amendment No. 1 marked to show the changes from the initial Application. Capitalized terms used in this letter and not otherwise defined herein shall have the meanings specified
in the Application.

1.
On page 2, in paragraph 1, please delete each reference to “consolidated subsidiary(ies)” and describe the entities included in the term “consolidated
subsidiary(ies).” Please add as Applicants any subsidiaries that will be involved in the joint transactions, explain their role in the transactions and how the conditions of the application will apply to them.

Response:

 As requested, the Applicants have revised the Application to remove each reference to “consolidated subsidiary(ies)” and to describe the entities included in such term.

 United States Securities and

 Exchange Commission

 August 7, 2013

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2.
With respect to the request for relief described on page 2, we note that applicants have introduced the possibility of involving future registered funds, both
open-end and closed-end investment companies, as well as other BDCs. As a result, although we are comfortable with references to the PennantPark BDCs specifically where applicants describe particular attributes of the PennantPark BDCs, we believe
that the application in most cases should address the regulated funds generally to discuss how the policy considerations (e.g., benefits to participating entity) and the safeguards described in the application apply equally to
all. This view informs some of the following comments and should inform any other revisions to the application.

 Response:

 The Applicants respectfully submit that no relief is sought as
to open-end investment companies. With respect to closed-end investment companies, the Applicants have attempted to address such funds generally to discuss how the policy considerations and safeguards apply equally to all.

3.
On page 2, please replace the first sentence of the second paragraph with the following and revise the remainder of the application accordingly:

 In particular, the relief requested in this application (the “Application”)
would allow a PennantPark BDC or another Regulated Fund [FN1] and one or more Co-Investment Affiliates [FN2] to participate in the same investment opportunities where such participation would otherwise be prohibited under section 17(d) or 57(a)(4)
and the rules under the Act.

 FN1 – “Regulated Fund” means the PennantPark BDCs and
any management investment company (a) that is registered under the Act or has elected to be regulated as a BDC (as defined below) and (b) whose investment adviser is Pennant Park Investment Advisers LLC, or any other investment adviser
that is controlling, controlled by or under common control with Pennant Park Investment Advisers LLC (included in the term “Adviser”).

 FN2 – “Co-Investment Affiliate” means the PennantPark BDCs, PCOF and any other entity advised by the Adviser that in the future will rely or will intend to rely, on the requested order.

 United States Securities and

 Exchange Commission

 August 7, 2013

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 Response:

As requested, the Applicants have revised the Application as instructed.

4.
Throughout the application, please replace “Investor” with “Regulated Fund.”

Response:

 As requested, the Applicants have revised the Application as instructed.

5.
On page 2, please revise paragraph 3 by putting a period after “Applicants.” Please replace the remainder of the paragraph with: “Any other existing
or future entity that relies on the Order in the future will comply with the terms and conditions of the Application.”

 Response:

 As requested, the Applicants have revised the Application as
instructed.

6.
On page 2, footnote 1, please delete the parenthetical and revise the rest of the application accordingly.

Response:

 As requested, the Applicants have revised the Application as instructed.

7.
On page 3, in the top carryover paragraph, please revise the definition of “Objectives and Strategies” to include all Regulated Funds. Please also
reference Form N-1A or revise the application to clarify that Co-Investment Affiliates will not include open-end funds.

 Response:

 As requested, the Applicants have revised the Application as
instructed in this comment to clarify that no relief is sought with respect to open-end funds.

 United States Securities and

 Exchange Commission

 August 7, 2013

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8.
On page 3, in the first full paragraph, please insert “Applicants state that no Independent Director of a Regulated Fund will have a financial interest in any
Co-Investment Transaction, other than through ownership of securities in a Co-Investment Affiliate and none will participate individually in any Co-Investment Transaction.”

Response:

 As requested, the Applicants have revised the Application as instructed.

9.
On page 4, first paragraph, please revise the first sentence to read “Any Co-Investment Affiliates will be advised by an Adviser.”

 Response:

 As requested, the Applicants have revised the Application as instructed.

10.
On page 4, second paragraph, please revise the second sentence as follows: “PennantPark Investment Advisers LLC is and each Adviser will be registered with the
Commission ….”

 Response:

As requested, the Applicants have revised the Application as instructed.

11.
On page 4, fourth paragraph, please revise the definition of “Co-Investment Transaction” to read “means any transaction in which a Regulated Fund
participated together with a Co-Investment Affiliate in reliance on the Order.” Please make the same change to the definition of “Potential Co-Investment Transaction.”

Response:

 As requested, the Applicants have revised the Application as instructed.

12.
Please revise the application to discuss any current and future arrangements that will make it possible for Applicants to comply with condition l’s requirement
that an Adviser consider for any Regulated Fund any Potential Co-Investment Transaction falling within the Regulated Fund’s Objectives and Strategies that an investment adviser considers for a Co-Investment Affiliate (e.g.,
substantial overlap of the members of the investment committees of the Adviser and any other relevant investment adviser).

 United States Securities and

 Exchange Commission

 August 7, 2013

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 Response:

The Applicants respectfully submit that, as of the date hereof, PNNT, PFLT and PCOF and their respective subsidiaries share a common
investment adviser and that there are presently no arrangements in place with respect to investment advisers that may be formed in the future. To the extent a new Adviser is formed in the future, the Applicants expect that PennantPark Investment
Advisers, LLC would develop appropriate policies, procedures and other arrangements to ensure that each Adviser is made aware of each Potential Co-Investment Transaction that falls within a Regulated Fund’s Objectives and Strategies, such as a
staffing agreement whereby investment personnel are made available to such new Adviser or allocation policies and procedures that address the existence of multiple Advisers under common control.

13.
On page 4, paragraph 6, please make the following changes:

a.
Revise the first sentence to read: “In such cases, following issuance of the requested Order, all Potential Co-Investment Transactions within a Regulated
Fund’s Objectives and Strategies will be referred to that Regulated Fund, and such investment opportunities may result in a Co-Investment Transaction.”

b.
Explain how the capital available for investment in the asset class being allocated will be determined.1

 Response:

 As requested, the Applicants have revised the Application as
instructed.

14.
In section II.A.1., please briefly discuss the factors and methods used to determine appropriate and equitable allocations. Please discuss whether the Adviser has
allocation policies and procedures, whether the Board reviews or approves those policies and how they provide investor protection.

1
See, e.g., the discussion in Medley Capital Corp., et al. application in SEC File No. 812-13787, filed on Feb. 24, 2012.

 United States Securities and

 Exchange Commission

 August 7, 2013

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 Response:

As requested, the Applicants have revised the Application to reflect that Potential Co-Investment Transactions will be allocated pursuant
to written allocation policies and procedures adopted by the Adviser and reviewed by the Board of each PennantPark BDC.

15.
On page 4, please replace the last full paragraph with the following and retain footnote 5 at the end of the paragraph:

If the Adviser determines that an opportunity is appropriate for a Regulated Fund (and the Adviser approves the
investment for the Regulated Fund), and a Co-Investment Affiliate has confirmed its desire to also participate, the Adviser will present the investment opportunity and the proposed allocation to the directors eligible to vote under
Section 57(o) of the 1940 Act (the “Eligible Directors”) prior to the actual investment by the Regulated Fund. A Potential Co-Investment Transaction will be consummated only after approval by a required majority
of the Eligible Directors within the meaning of Section 57(o) (“Required Majority”).

Response:

 As requested, the Applicants have revised the Application as instructed.

16.
Please revise footnote 5 by changing “BDC’s” to “Regulated Fund’s” and inserting at the beginning of the footnote: “With respect
to Regulated Funds that are not BDCs, the defined terms Eligible Directors and Required Majority apply as if each Regulated Fund were a BDC subject to section 57(o) of the Act.”

Response:

 As requested, the Applicants have revised the Application as instructed.

17.
On page 5, in the top carryover paragraph please insert “or sell” following “purchase” in the first sentence, and insert “or sale”
following “purchase” in each instance it appears in the second sentence.

 United States Securities and

 Exchange Commission

 August 7, 2013

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 Response:

As requested, the Applicants have revised the Application as instructed.

18.
On page 5, full paragraph 5, please delete “closed-end” in each instance it appears.

Response:

 As requested, the Applicants have revised the Application as instructed.

19.
In the last paragraph on page 5, following “transaction in which the BDC” please insert “(or a company controlled by such BDC)” and following
“participation by the BDC” insert “(or a controlled company).”

 Response:

 As requested, the Applicants have revised the Application as instructed.

20.
On page 6, in the first paragraph, please insert “(or controlled companies)” following “or BDCs.”

Response:

 As requested, the Applicants have revised the Application as instructed.

21.
On page 6, paragraph 2, in the first sentence, following “Section 57(b) of the 1940 Act” please insert “, as modified by Rule 57b-1,”.

 Response:

 As requested, the Applicants have revised the Application as instructed.

22.
On page 6, following paragraph 2, please insert:

 Rule 57b-1 under the 1940 Act exempts certain persons otherwise related to a BDC in a manner described in Section 57(b)(2) of the 1940 Act from being subject to the prohibitions of
Section 57(a). Specifically, this rule states that the provisions of Section 57(a) shall not apply to any person: (a) solely because that person is directly or indirectly controlled by a BDC, or (b) solely because that

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 Exchange Commission

 August 7, 2013

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person is directly or indirectly controlling, controlled by, or under common control with a person described in (a) of the rule or is an officer, director, partner, copartner, or employee of
a person described in (a) of the rule.

 Response:

As requested, the Applicants have revised the Application as instructed.

23.
On page 6, please revise the third paragraph as follows:

a.
Insert at the end of the first sentence, as modified by Rule 57b-1 thereunder.”

b.
Revise the paragraph to reflect the fact that a joint transaction may also be prohibited on account of a registered investment company’s participation even when
a BDC is not a participant.

 Response:

As requested, the Applicants have revised the Application as instructed.

24.
Please update the discussion of precedent on page 6 to include Corporate Capital Trust, Inc. et al., Release No. IC-30494 (Apr. 25, 2013)
(notice) and discuss fully any differences from precedent, specifically with respect to Gladstone Capital Corp., et al., Release No. IC-30125 (Jun. 29, 2012) (notice). Please include a discussion of how participation of
closed-end and open end registered investment companies may impact the analysis.

 Response:

 As noted in the response to comment 2, the Applicants are not seeking relief with respect to open-end registered
investment companies. The Applicants respectfully submit that the relief sought by the Applicants is consistent that granted to the Gladstone entities and that participation by a closed-end fund would not impact the analysis.

25.
On page 7, in the full paragraph, please replace “BDC” with “registered investment company or a BDC, or an entity controlled by such registered
investment company or BDC.”

 United States Securities and

 Exchange Commission

 August 7, 2013

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 Response:

As requested, the Applicants have revised the Application as instructed.

26.
Please revise section “F. The Applicants’ Legal Arguments” to include the following:

Other than pro rata dispositions and follow-on investments as provided in conditions 7 and 8, and after making the
determinations required in conditions 1 and 2(a), the Adviser will present each Potential Co-Investment Transaction and the proposed allocation to the Eligible Directors, and the Required Majority will approve each Co-Investment Transaction prior to
any investment by the participating Regulated Fund. With respect to the pro rata dispositions and follow-on investments provided in conditions 7 and 8, a Regulated Fund may participate in a pro rata disposition or follow-on investment without
obtaining prior approval of the Required Majority if, among other things: (i) the proposed participation of each Regulated Fund in such disposition or follow on investment is proportionate to its outstanding investments in the issuer
immediately preceding the disposition or follow-on investment, as th