SecProbe.io

November 21, 2025
Via Email
Thomas J. Friedmann, Esq.
Dechert LLPOne International Place, 40
thFloor
Boston, MA 02110
Re: PennantPark Private Income Fund
File No. 000-56787
Dear Mr. Friedmann:
On October 10, 2025, you filed a Registrati on Statement on Form 10 on behalf of
PennantPark Private Income Fund (the “Company”), in connection with the registration of the
Company’s common stock under section 12(g) of  the Securities Exchange Act of 1934 (the
“Exchange Act”). We have reviewed the Re gistration Statement and provided our comments
below. Where a comment is made in one location, it is applicable to simila r disclosure appearing
elsewhere in the Registration Statement. All capitalized terms not otherwise defined in this letter have the meaning given to them  in the Registration Statement.
Please respond to this letter by either am ending the filing, providing the requested
information, or advising us when you will provi de the requested information. We may have
additional comments after reviewing your res ponses to the following comments, or any
amendment to the filing.
We note that the Company is voluntarily regi stering shares of its common stock under
section 12(g) of the Exchange Act. Please note that a filing on Form 10 goes effective
automatically by lapse of time 60 days after the original filing date, pursuant to section 12(g)(1) of the Exchange Act. After effectiveness, the Company will be subject to the reporting requirements of Section 12(a) of the Exchange Act. However, we will continue to review the filing until all our comments have been satisfactorily addressed.
REGISTRATION STATEMENT
Explanatory Note (page 1)1. Please add the following two bullet points in  bold font to the list of bullet points.
a. The Company intends to invest primarily in  privately held companies for which very
little public information exists.  Such companie s are also generally more vulnerable to
economic downturns and may experience subs tantial variations in operating results.
b. The privately held companies and below-investment grade securities in which the
Company invests will be difficult to value and are illiquid.

Thomas Friedmann, Esq.
November 21, 2025 Page 2  Item 1.  Business – PennantPark Private Income Fund (pages 3 – 4)
2. The first sentence states that the Company intends to be regulated as a BDC under the
Investment Company Act of 1940 (“1940 Act”).  Inasmuch as the Company filed a Form N-
54A on October 31, 2025, please revise  this sentence to state that.
3. The second paragraph of this section states  that the Company intends to execute its
investment strategy directly and through wholly owned subsidiaries.  Please respond to the
following comments regarding the Company’s use of such subsidiaries.
a. Disclose that the Company complies with  the provisions of the 1940 Act governing
capital structure and leverage (Section 18, as  modified by Section 61) on an aggregate
basis with the subsidiaries so that the Company treats the subsidiaries’ debt as its own for purposes of Section 18, as modified by Section 61.
b. In the first sentence on page 4, please replace “We” with “The subsidiaries”.
c. Disclose that, if PPIFA serves as investment adviser to a subsidiary, PPIFA will comply
with the provisions of the 1940 Act relating to investment advisory contracts (Section 15)
as if it were an investment adviser to the Company.
d. Confirm that any investment advisory agreem ent between a subsidiary and its investment
adviser will be filed as an exhibit to the Registration Statement.
e. Explain to us whether the financial statements of subsidiaries will be consolidated with
those of the Company.  If not, explain to us why not.
f. Confirm that the subsidiaries and their boards of directors will agree to inspection by the
staff of the subsidiaries’ books and records, wh ich will be maintained in accordance with
Section 31 of the 1940 Act and the rules thereunder.
g. If any subsidiary is organized in a foreign ju risdiction, confirm that the subsidiary and its
board of directors will agree to designate an agent for service of process in the U.S.
Item 1. Business – Ou r Adviser (page 4)
4. The last paragraph of this section states that PPIA will make a portion of the time and efforts
of certain investment professi onals on PPIA’s investment team available to PPIFA for certain
tasks.  As it appears that PPIFA will use investment professionals employed by PPIA to manage the Company, please describe to us the following items.
a. further describe the specific services PPIA and PPIA’s employees will provide on PPIFA’s
behalf and why those services do not amount to  investment advisory services provided to
the Company;
b. the extent to which PPIFA will depend on PPIA’s personnel in providing investment
advisory services to the Company;
c. whether personnel of PPIA who pr ovide investment advice w ith respect to the Company
will be supervised persons of PPIA under Sec tion 202(a)(25) of the Investment Advisers
Act of 1940;
d. whether and what fees are paid to PPIA for th e described services and whether or not they
are paid pursuant to a personnel or resource sharing agreement;

Thomas Friedmann, Esq.
November 21, 2025 Page 3
e. whether PPIA is considered to be a fiduciary  with respect to the Company in connection
with providing the described services;
f. by whom the personnel being provided for us e by PPIFA are employed and how PPIA is
affiliated with PPIFA ( i.e., a controlled subsidiary, wholly or majority-owned subsidiary);
and
g. the registration status of PPI A and where it is domiciled.
5. Please explain to us if the Company or PPIFA are relying on any no-acti on relief with respect
to any personnel or resource sharing agreem ent between the Company, PPIFA and PPIA.
6. Please provide us with a copy of any such personnel or resource sharing agreement.
Item 1. Business – Ongoing Relationships with Portfolio Companies (pages 9 – 10)
7. On page 10, the first sentence under “Investments”  states that the Company intends to create
a “diversified portfolio”.  In asmuch as the Company is non-di versified, please revise the
reference to “diversified” to avoid confusion.
Item 1. Business – Private Offering of Our Common Shares (pages 12 – 13)
8. On page 12, the third to last sentence of the firs t paragraph states that the cost of placement
or distribution fees could be borne by an affiliate of the Investment Adviser.  Please clarify who will bear the cost of placement or distribu tion fees, rather than saying they “could be
borne” by an affiliate of the Investment Adviser.
9. On page 12, the second paragraph describes Dr awdown Subscription Agreements.  Please tell
us whether the terms of the Drawdown Subscrip tion Agreements are the same as the terms
for the shares being offered under the Subscr iption Agreements with immediate funding.  If
terms are different, please explain to us how  using Drawdown Subscription Agreements and
Subscription Agreements with immediate funding, each with different terms, would comply
with Section 18, as modified by Section 61, of the 1940 Act.  Also, if terms are different,
please disclose (i) whether these different term s could have a material, negative effect on
other Company investors; (ii) whether such different terms will be disclosed to investors and how they will be disclosed, including the timing of such disclosure; (iii) whether there are any preferential redemption or w ithdrawal rights; and (iv) whet her there will be a direct or
indirect effect on the management  fee attributable to the applicable shareholders with whom
such agreements were made.
10. If accurate, please disclose that the Company did not and will not enter into any Drawdown
Subscription Agreements after it f iled its N-54A on October 31, 2025.
11. On page 12, the first sentence of the last pa ragraph states that th e Company will cease
accepting Capital Commitments pursuant to Subscription Agreements that call for the immediate funding of committed capital, pr ovided that the Company may accept
commitments from investors to participate al ongside other investors in the Company’s
monthly closings.  Please reconcile  this proviso with the first part of the sentence to clarify
whether the Company will continue to accept capital commitments or only require immediate
funding.

Thomas Friedmann, Esq.
November 21, 2025 Page 4  Item 1.  Business – Investment Advisory  Management Agreement (pages 14 – 16)
12. Please consider disclosing a fee table that conf orms to the requirements of Item 3.1 of Form
N-2 adjacent to this section.  Please also consider disclosing an expense example that
conforms to the requirements of Instruc tion 11 to Item 3.1 of Form N-2.
13. On pages 15 to 16, disclosure describes the incen tive fee.  Please disclose examples that
illustrate the operation of the incentive fee.
14. On page 16, the second paragraph states that the Investment Adviser has agreed to waive
certain fees through the earlier of the Compa ny’s election to be regulated as a BDC and
March 15, 2026.  To clarify that the waiver has expired, please disclose that the Company’s
election to be regulated as a BDC was filed on October 31, 2025.
Item 1. Business – Reportin g Obligations (page 23)
15. This section describes the reporting obliga tions under the Exchange Act to which the
Company will be subject.  Please identify the incurrence of costs to fulfill such reporting obligations in Item 1.A., which de scribes the Company’s risks.
Item 1A.  Risks – Risks Relating to Our Busi ness and Structure – We are exposed to risks
associated with changes in interest rates that may affect our cost of capital and investment
income .  (pages 40 – 41)
16. Please consider consolidating this risk factor with the first risk factor on page 38 as there
appears to be overlap in these risk factors.
 Item 1A.  Risks – Risks Relating to Our In vestments – Our investments in prospective
portfolio companies may be risky, and an investor could lose all or part of an
investment.  (pages 51 – 54)
17. On page 51, the second sentence references floati ng rate loans rated belo w investment grade.
Please add a reference to “junk” to this sentence.
Item 1A.  Risks – Risks Relating to Our In vestments – We may ma ke investments that
cause our shareholders to bear  investment advisory fees and other expenses on such
investments in addition to our man agement fees and expenses.  (page 57)
18. Inasmuch as this risk factor describes the ri sks of investing in othe r investment companies,
please disclose such investments in the descri ption of the Company’s principal strategies
under Item 1. Business.
Item 1A.  Risks – Risks Relati ng to Our Investments – We m ay invest in derivatives or
other assets that expose us to certain ri sks, including market risk, liquidity risk,
counterparty risk, operational and legal risk, and other risks similar to those associated
with the use of leverage.  (page 58)
19. Inasmuch as this risk factor describes the risks of derivatives, pleas e disclose derivatives
investments in the description of  the Company’s principal strategi es under Item 1. Business.

Thomas Friedmann, Esq.
November 21, 2025 Page 5  Item 5.  Trustees and Executi ve Officers (pages 73 – 79)
20. For each director and officer, please disclose the term of office and length of time served.
See Item 5 of Form 10; Item 401(a) of Regulation S-K.
21. On page 77, under “Compensation Committee”, please disclose the members of such
committee.   See Item 407(b)(3) of Regulation S-K.
22. On page 80, under “Compensation of Trustees”, the second sentence states that the fees for
the trustees who do not also serve in an executive officer capacity for the Company or the Investment Adviser will be established by the Board at a later date following the Company’s organizational meeting.  Pleas e disclose the compensation of such directors.  See Item 6 of
Form 10; Item 402(k) of Regulation S-K.
Item 7.  Certain Relationships and Related Transactions, and Trustee Independence (pages
80 – 82)
23. Please add any disclosure require d by Item 407 of Regulation S-K ( e.g., disclosure regarding
the nominating committee pursuant to It em 407(c) of Regulation S-K).  See Item 7 of Form
10.
Item 10.  Recent Sales of Unregistered Securities (page 84) 24. Please disclose the name of the person or identi fy the class of persons to whom the securities
were sold.  See Item 9 of Form 10; Item  701(b) of Regulation S-K.
Item 11.  Description of Re gistrant’s Securities to be  Registered (pages 84 – 91)
25. On page 90, the first sentence of each of the fi rst and second paragraphs are almost identical.
Please delete one of these sentences.
Item 15.  Financial Statemen ts and Exhibits (page 93)
26. Please file an amendment to the Registration Statement with complete  financial statements
prior to the date of effectiveness.
27. Please file actual agreements as exhibits and delete “Form of” in the Exhibit Index.
28. Please respond to the following comments regard ing the Amended and Restated Declaration
of Trust, filed as Exhibit 3.2 to the Registration Statement.
a. We understand that Delaware law permits a fund to eliminate or alte r the fiduciary duties
of trustees, shareholders or other persons and replace them with a standard set forth in the Declaration of Trust.  Provisions eliminating or altering the fiduciary duties of a fund’s
trustees, officers or investment adviser are in consistent with federa l securities laws and
the Commission’s express views on su ch persons’ fiduciary duties ( see, e.g. Sections
2.6(a) and 3.1 of Declaration of Trust).  Pl ease add a provision to the Declaration of
Trust, or modify Sections 2.6(a) and 3.1 of th e Declaration of Trust, to clarify explicitly
that, notwithstanding anything to the contrary in  the Declaration of Trust, nothing in the
Declaration of Trust modifyi ng, restricting or eliminating th e duties or liabilities of any
such person shall apply to, or in any way limit, the duties (including state law duties of loyalty and care) or liabilities of such persons with respect  to matters arising under the
federal securities laws.

Thomas Friedmann, Esq.
November 21, 2025 Page 6
b. Section 12.4 of the Declaration of Trust states  that the Trust indemn ifies the Indemnified
Parties, except to the extent the same shall have been finally adjudicated by a court of
competent jurisdiction to have been direc tly caused by the Delaware Trustee’s gross
negligence or willful misconduct.  Please revise  this exception to track Section 17(h) of
the 1940 Act ( i.e., willful misfeasance, bad faith, gross negligence or reckless disregard
of the duties involved in the conduct of his office).
c. Section 16.5 of the Declaration of Trust stat es that the Advisor and/or affiliates of the
Advisor may negotiate Side Le tters with certain shareholders.  Please respond to the
following comments regarding Side Letters.
i. Explain to us: (1) how having Side Lette r with different terms would comply with
Section 18, as modified by Section 61, of th e 1940 Act; (2) whether different terms in
any Side Letters could have a material, negative effect on other Company investors;
(3) whether the terms of different Side Le tters will be disclo sed to all Company
investors, and how they will be disclosed, including the timing of such disclosure; (4) whether the terms of any Side Letters can include preferential redemption or
withdrawal rights, or about portfolio holdi ngs or exposures; and (5) whether the terms
of any Side Letters can have a direct or  indirect effect on the management fee
attributable to the applicable shareholders with whom such agreements are made.
ii. Confirm the following, and also make any related revisions to the Declaration of
Trust, or otherwise explain how such terms comply with the federal securities laws (e.g., adviser’s fiduciary dut y, Regulation F-D).
x The Investment Adviser will not provide investors or others with information that
would allow thos