SecProbe.io

CORRESP
 1
 filename1.htm

 CORRESP

 One International Place 40th Floor
 100 Oliver Street Boston, MA 02110-2605
 +1 617 728 7100 Main +1 617 426 6567 Fax
 www.dechert.com
 THOMAS FRIEDMANN
 Partner
 thomas.friedmann@dechert.com +1 617 728 7120 Direct
 +1 617 275 8389 Fax
 July 30, 2026 Via
EDGAR Megan Miller, Staff Accountant Division of
Investment Management Disclosure Review and Accounting Office
 U.S. Securities and Exchange Commission 100 F Street N.E.
 Washington, D.C. 20549

 RE:
 PennantPark Floating Rate Capital Ltd. (the “ Company ”) – SEC Comments (File No. 814-00891) Dear Ms. Miller:
 We are writing in response to comments provided by the Staff of the Division of Investment Management (the “ Staff ”) of the
Securities and Exchange Commission in a telephone conversation on July 20, 2026 regarding a review of the Company’s Annual Report on Form 10-K for the year ended September 30, 2025, filed on
November 24, 2025 (the “ Form 10-K ”), as required by the Sarbanes-Oxley Act of 2002, as amended. For your convenience, summaries of each of the Staff’s comments are numbered and
presented in bold, italicized text below, and each comment is followed by the response of the Company.

 1.
 In the Schedule of Investments, please disclose the class of shares held of other registered funds as
part of the title of “issue.” The Company will revise future disclosure to include the class of shares of each of
its investments in other registered funds.

 2.
 The Staff notes that the Company engaged in more than one kind of debt transaction. The Staff notes that
the average dollar amounts of borrowings and average interest rate was disclosed individually by type of debt but not disclosed in aggregate across the Company. Please update in future filings to also include the aggregate disclosure required by
Regulation § S-X 6-07.3.
 The Company acknowledges the Staff’s comment. The Company respectfully directs the Staff to the language of Regulation § S-X 6-07.3 which states (emphasis added): “ Provide in the body of the statements or in the footnotes , the average dollar amount of
borrowings and the average interest rate .” The Company has provided aggregate disclosure of these items: (i) Note 10 (Financial highlights) discloses the Company’s weighted average debt outstanding of $1.4 billion for the
fiscal year ended September 30, 2025 (as well as

 July 30, 2026
 Page 2

comparable information for the fiscal years ended September 30, 2024, 2023, 2022 and 2021), and (ii) Note 11 (Debt) discloses that the annualized weighted average cost of debt was 6.8%
for the fiscal year ended September 30, 2025 (and comparable information for the fiscal years ended September 30, 2024 and 2023). The Company believes these disclosures satisfy the requirements of Regulation
 S-X 6-07.3. For added clarity, the Company can add both figures required by Regulation § S-X
 6-07.3 in Note 11 (Debt) in future Form 10-K filings.

 3.
 Please discuss in correspondence how the Company has complied with the Financial Highlights presentation
requirements given the Company has filed a registration statement pursuant to General Instruction A.2 of Form N-2. See Division of Investment Management Dear CFO Item
 2023-01 (“Item 2023-01”). The
Company supplementally confirms that, while its registration statement on Form N-2 (File No. 333-279726, declared effective by the Staff on July 17, 2024)
includes 10 years of financial highlights on page 9, the Company will revise future disclosures on Form 10-K to comply with Item 2023-01.
 * *  * If you have
any questions, please feel free to contact the undersigned by telephone at (617) 728-7120 (or by email at thomas.friedmann@dechert.com).

 Sincerely,

 /s/ Thomas Friedmann

 Thomas Friedmann

 cc:
 Richard Allorto, PennantPark Investment Corporation
 Eric Leeds, PennantPark Investment Administration, LLC
 Adam Katz, PennantPark Investment Advisers, LLC
 Stephen Pratt, Dechert LLP Ross
MacConnell, Dechert LLP

CORRESP
1
filename1.htm

CORRESP

 One International Place, 40th Floor

100 Oliver Street

 Boston, MA 02110-2605

+1 617 728 7100 Main

 +1 617 426 6567 Fax

www.dechert.com

THOMAS J. FRIEDMANN

 thomas.friedmann@dechert.com

 +1 617 728 7120
Direct

 June 21, 2024

 VIA
EDGAR

 United States Securities and Exchange Commission

Division of Investment Management

 100 F Street, N.E.

Washington, DC 20549

 Attn: Anu Dubey

Re:

PennantPark Floating Rate Capital Ltd.

Registration Statement on Form N-2

File Number 333-279726

 Dear Ms. Dubey:

On behalf of PennantPark Floating Rate Capital Ltd., a Maryland corporation (the “Fund”), we hereby respond to the comments
raised by the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) on telephone calls held on June 10, 2024 between Anu Dubey of the Staff and Thomas Friedmann of Dechert LLP,
outside counsel to the Fund, regarding the Registration Statement on Form N-2 (Registration No. 333-279726) of the Fund (the “Registration
Statement”) filed on May 24, 2024 and the prospectus included therein. On the date hereof, the Fund has also filed with the Commission a pre-effective amendment No. 1 to the Registration
Statement (the “Amendment”).

 For your convenience, a transcription of the Staff’s comments is included in this
letter, and each comment is followed by the applicable response. Capitalized terms used in this letter and not otherwise defined herein shall have the meanings specified in the Amendment.

1. Please review Form N-2 requirements and confirm that information incorporated by reference to satisfy each
disclosure requirement in Form N-2 is done in a way consistent with Rule 411(e). For example, add section references to specifically describe management and management fees (Items 9.1 and 20) and fund
directors (Item 18). Identify where in the incorporated document you have taken the relevant information. For example, add a heading for directors as you have for “Risk Factors.”

 United States Securities and

 Exchange
Commission

 June 21, 2024

  Page
 2

 Response: The
Fund has revised the disclosure in response to the Staff’s comment.

 2. The Fund must disclose compliance with various subsidiaries
as follows:

(a)
 Please create a defined term of “Subsidiary” to include all of the Fund’s wholly owned
subsidiaries and supplementally confirm if any subsidiaries are not wholly owned, other than PSSL.

 Response: The Fund has
created a defined term of “Subsidiary” to include all of the Fund’s wholly owned subsidiaries in the Amendment and supplementally confirms that all of the Fund’s subsidiaries are wholly owned by the Fund. The Fund supplementally
confirms that PSSL is an unconsolidated joint venture (rather than a Subsidiary) in which the Fund owns a 50% voting interest.

(b)
 Please disclose that the Fund complies with provisions of the 1940 Act governing capital structure and
leverage (Section 18) on an aggregate basis with each Subsidiary, so that the Fund treats the Subsidiary’s debt as its own debt under Section 18.

Response: As requested, the Fund has revised the disclosure under the heading, “Organization and Structure of PennantPark Floating Rate Capital
Ltd.” in the Amendment to provide that the Fund complies with Section 18 of the 1940 Act governing capital structure and leverage on an aggregate basis.

(c)
 Please respond supplementally that any investment adviser to a Subsidiary complies with 1940 Act provisions
relating to advisory contracts (Section 15) as if it were an adviser to the Fund. Confirm that any such advisory contract is filed as an exhibit to the Form N-2. If the same adviser and advisory contract
governs all Subsidiaries, so disclose.

 Response: The Fund supplementally confirms that any investment adviser to a
Subsidiary will comply with 1940 Act provisions relating to advisory contracts (Section 15) as if it were an adviser to the Fund. To the extent that any investment adviser provides investment advisory services to any subsidiary, the advisory
contract is filed as an exhibit to the Amendment and the Fund confirms it will file any such contract entered into in the future in an Exchange Act filing, if applicable.

(d)
 Please disclose that each Subsidiary complies with 1940 Act provisions related to affiliated transactions
and custody (Section 17). Identify custodian of a Subsidiary, if any. If the same as the Fund’s custodian, so disclose.

 United States Securities and

 Exchange
Commission

 June 21, 2024

  Page
 3

 Response: As
requested, the Fund revised the disclosure under the heading, “Organization and Structure of PennantPark Floating Rate Capital Ltd.” in the Amendment to clarify that each Subsidiary complies and intends to continue complying with the
affiliate transaction rules and custody rules set forth in the 1940 Act. The Fund supplementally confirms that each subsidiary uses either the Fund’s custodian (The Bank of New York Mellon) or, alternatively, U.S. Bank National Association or
Wilmington Trust, National Association.

(e)
 Please supplementally explain whether financial statements of the Subsidiaries are consolidated with those
of the Fund. If not, explain why not.

 Response: The Fund supplementally confirms that the financial statements of all
Subsidiaries are consolidated with the financial statements of the Fund.

(f)
 Please supplementally confirm that each of the Subsidiaries and its board agree to inspection by Staff of
the Subsidiary’s books and records, which will be maintained in accordance with Section 31 of the 1940 Act and rules thereunder.

Response: As requested, the Fund supplementally confirms that each Subsidiary maintains its books and records in accordance with Section 31 of the
1940 Act and the rules thereunder. In addition, the Fund hereby agrees that it will permit members of the Staff to inspect such Subsidiary’s books and records upon request.

(g)
 Please confirm that a Subsidiary’s management fee, if any, will be included in a Management Fee line
item, and the Subsidiary’s other expenses will be included in the “other expenses” line item in the fee table.

Response: The Fund supplementally confirms that there is no separate management fee payable by any Subsidiary and the Management Fee of the Fund is
calculated on a consolidated basis with the Subsidiary. Expenses are likewise calculated, and reported in the Prospectus, on a consolidated basis.

(h)
 For a Subsidiary organized outside the United States, please confirm that the Subsidiary and its board agree
to designate an agent for service of process in the United States.

 Response: As requested, the Fund supplementally confirms
that each Subsidiary and its board agree to designate an agent for service of process in the United States.

 United States Securities and

 Exchange
Commission

 June 21, 2024

  Page
 4

(i)
 Please disclose that, if the Fund will only invest through Subsidiaries, the Fund does not, or does not
intend to, create or acquire primary control of any entity which engages in investment activities in securities or other assets, other than entities wholly-owned by the Fund.

Response: The Fund respectfully submits that it does not intend to invest solely through wholly owned subsidiaries. In addition, the Fund may from time
to time may invest in operating companies that, in the course of their business, invest in assets other than securities. Accordingly, the Fund respectfully declines to add the requested disclosure.

3. In “General Business of PennantPark Floating Rate Capital,” please disclose what “managed assets” means for the purposes of
the 80% policy.

 Response: The Fund has revised the disclosure in response to the Staff’s comment.

4. In “Risks associated with our Business,” please add hyperlinks to the latest Forms 10-K and 10-Q as required by Rule 0-4(d) under the 1940 Act.

 Response: The
Fund has added hyperlinks to the relevant disclosure in response to the Staff’s comment.

 5.  If the Fund is investing in covenant lite
loans and such investing is a principal strategy, please add disclosure of risks of such loans or show supplementally where in the Form 10-K these risks are disclosed.

Response: The Fund confirms that investing in covenant lite loans is not a principal strategy of the Fund.

6. Please confirm whether the costs associated with preferred stock, rights, warrants and debt are reflected in the fee table.

Response: The Fund will include the costs associated with preferred stock, rights, warrants and/or debt in the applicable prospectus supplement in
connection with the issuance of any such securities.

 7. Please make sure that all acronyms used in the Form
N-2 are defined. We did not find PTSF’s definition.

 Response: The Fund has added the definition
of “PTSF” in response to the Staff’s comment.

 United States Securities and

 Exchange
Commission

 June 21, 2024

  Page
 5

 8. Under
“Risk Factors” heading, add hyperlink to the Form 10-K referenced in the second sentence as required by Rule 0-4(d) under the 1940 Act. Also, clarify what
“accepted” means in the same sentence.

 Response: The Fund has revised the disclosure in response to the Staff’s comment.

 9. Please reconcile the disclosure of use of proceeds under “Use of Proceeds” with the disclosure under “Prospectus
Summary.” State the approximate amount to be used for each purpose (Item 7.1 for Form N-2) and undertake to provide all necessary form requirements, such as for repayment of debt. Specifically, if a
material part of the proceeds will be used to discharge indebtedness, state the interest rate and maturity of the indebtedness.

 Response: The
Fund has revised the disclosure in the Amendment to reconcile the disclosure of use of proceeds under “Use of Proceeds” with the disclosure under “Prospectus Summary.” The Fund will include the requested disclosures in the
relevant prospectus supplements in connection with any offering under the Amendment.

 10. Under “Senior Securities” heading, add
hyperlink to the Form 10-K referenced in the second sentence as required by Rule 0-4(d) under the 1940 Act and clarify what “accepted” means.

Response: The Fund has revised the disclosure to address the Staff’s comments.

11. Under “Portfolio Management”, if any of the individuals identified are portfolio managers, please so disclose and use the term
portfolio manager. Please disclose information required by Item 21.1 for each portfolio manager that manages these other accounts.

 Response:
The Fund has revised the disclosure in response to the Staff’s comments.

 12. Immediately following the sentence “Our charter
contains such a provision, which eliminates directors’ and officers’ liability to the maximum extent permitted by Maryland law, subject to the requirements of the 1940 Act”, please add a statement that says “nothing in the
charter modifying, restricting or eliminating the duties or liabilities of directors will apply to, or in any way limit, the duties (including state law fiduciary duties of loyalty and care) or liabilities of such persons with respect to matters
arising under the federal securities laws.”

 Response: The Fund has revised the disclosure in response to the Staff’s comment.

 United States Securities and

 Exchange
Commission

 June 21, 2024

  Page
 6

 13. File
the actual agreements rather than forms of agreements for exhibits (h)(1) (Form of Underwriting Agreement for debt), (h)(2) (Form of Underwriting Agreement for equity), (j) (Form of Custodian Agreement), (k)(1) (Form of Stock Transfer Agency
Agreement) and (k)(3) (Form of Trademark License Agreement).

 Response: The Fund respectfully confirms that it has filed its existing
underwriting agreements for equity under its at-the-market program equity program as exhibits (h)(3), (h)(4) and (h)(5) in the Amendment. The form of underwriting
agreement (h)(1) and the form of underwriting agreement (h)(2) for debt are illustrative forms only; to the extent any such agreement is entered into in connection with any issuance of securities under the registration statement, the applicable
underwriting agreement will be filed with the SEC and incorporated into the prospectus by reference. The Fund has filed the executed custodian agreement, stock transfer agency agreement and trademark license agreement as exhibits (j), (k)(1) and
k(3), respectively.

 14. Please confirm that the prospectus supplement for any Rights Offering will disclose an example showing the extent of the
dilutive effect when the subscription price is below NAV on the pricing date. Please enhance first sentence after Table of Contents of such prospectus supplement to say that the offering may substantially dilute the aggregate NAV of shares owned by
those stockholders who do not fully exercise their rights, and these stockholders should expect to own a smaller proportional interest in the Fund upon completion of the offering than before the offering. Please also include that disclosure on the
cover page of the prospectus supplement.

 Response: The Fund confirms that any prospectus supplement for any Rights Offering will include the
above disclosure.

 15.  Please file the power of attorney for the signatures page as a separate exhibit (Rule 483(b)).

Response: The Fund has added the power of attorney as a separate exhibit.

* * * * * * * * * *

 If you have
any questions, please contact the undersigned by telephone at 617.728.7120 (or by email at thomas.friedmann@dechert.com). Thank you for your cooperation and attention to this matter.

 United States Securities and

 Exchange
Commission

 June 21, 2024

  Page
 7

 Sincerely,

/s/ Thomas J. Friedmann

 Thomas J. Friedmann

 cc: 

Arthur H. Penn

Richard T. Allorto, Jr.

 PennantPark Floating Rate Capital Ltd.

Stephen R. Pratt

Ross A. MacConnell

Paul Stevens

 Dechert LLP

CORRESP
1
filename1.htm

CORRESP

 January 28, 2020

 VIA
EDGAR

 United States Securities and Exchange Commission

Division of Investment Management

 100 F Street, N.E.

Washington, DC 20549

 Attn: John Ganley and Megan F. Miller

Re:
 PennantPark Floating Rate Capital Ltd.

 Registration Statement on Form N-2

 File Number 333-235532

Ladies and Gentlemen:

 On behalf of PennantPark
Floating Rate Capital Ltd., a Maryland corporation (the “Company”), we hereby respond to the comments raised by the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”)
on telephone calls held on January 16, 2020 and January 17, 2020 between John Ganley and Megan F. Miller of the Staff, respectively, and Stephen Pratt of Dechert LLP, outside counsel to the Company, regarding the Registration Statement on
Form N-2 (Registration No. 333-235532) of the Company (the “Registration Statement”) filed on December 16, 2019 and the prospectus included
therein. On the date hereof, the Company has also filed with the Commission a pre-effective amendment No. 1 to the Registration Statement (the “Amendment”).

For your convenience, a transcription of the Staff’s comments is included in this letter, and each comment is followed by the applicable
response. Capitalized terms used in this letter and not otherwise defined herein shall have the meanings specified in the Registration Statement.

LEGAL COMMENTS

1.
 Footnote 6 to the registration fee table makes reference to the carry forward provision of Rule 415(a)(6)
and the offset of the registration fee under Rule 457(p). Please clarify.

 Response:

The Company has revised footnote 6 to the fee table in the Amendment to remove the reference to Rule 457(p). The Company is relying on Rule 415(a)(6) to carry
forward $332,653,200 in aggregate offering price of securities that remain unsold under the Company’s Form N-2 (File No. 333-215111) filed on December 15,
2016 and declared effective on January 19, 2017. The Company has paid a registration fee of $21,721.61 to register an additional $167,346,800 in aggregate offering price of securities.

 United States Securities and

 Exchange
Commission

 January 28, 2020

 Page 2

2.
 In future filings, please insert the date the most recent Annual Report on Form 10-K was filed by the Company on EDGAR where referenced in the “Risk Factors.”

Response:

 The Company acknowledges the Staff’s
comment and has revised the disclosure in the Amendment accordingly.

 ACCOUNTING COMMENTS

3.
 Please supplementally confirm that the Company evaluated the guidance in ASC
825-10-45-5.

Response:

 The Company supplementally confirms that it
evaluated the guidance in ASC 825-10-45-5 in preparing the financial statements incorporated by reference into the Registration
Statement.

4.
 Please supplementally confirm whether any of the Company’s investments set forth in the schedule of
investments included in the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2019 are “restricted securities.”

Response:

 The Company supplementally confirms that
consistent with footnote 669 to the Investment Company Reporting Modernization Final Rule, the Company has not identified as restricted securities those securities subject to Rule 144A that the Company can sell to qualified institutional buyers.
None of the investments set forth in the schedule of investments included in the Company’s Form 10-K for the fiscal year ended September 30, 2019 are otherwise restricted securities. In future
filings, the Company will mark restricted securities with an appropriate symbol noting the applicable restriction consistent with Regulation S-X 12-12.

 United States Securities and

 Exchange
Commission

 January 28, 2020

 Page 3

5.
 In future filings, please clarify by way of footnote disclosure what is included in the ratio of debt
related expenses to average net assets that appears in the financial highlights.

 Response:

In future filings, the Company will include the requested disclosure to clarify what is included in the ratio of debt related expenses to average net assets.

6.
 We note that all of the Company’s indebtedness is presented as one class of senior securities in the
senior securities table. Please supplementally confirm that this presentation is appropriate.

 Response:

The Company supplementally confirms that the presentation of its indebtedness as one class of senior securities in the senior securities table is appropriate.
However, the Company has updated the senior securities table in the Amendment to separately disclose its secured credit facility, unsecured notes and 2031 asset-backed indebtedness.

* * * * * * * * * *

 If you have
any questions, please feel free to contact the undersigned by telephone at 617.728.7120 (or by email at thomas.friedmann@dechert.com). Thank you for your cooperation and attention to this matter.

Sincerely,

 /s/ Thomas J. Friedmann

Thomas J. Friedmann

cc:
 Arthur H. Penn, PennantPark Investment Advisers, LLC

 Aviv Efrat, PennantPark Floating Rate Capital Ltd.

 Stephen Pratt, Dechert LLP

CORRESP
1
filename1.htm

Response Letter

 One International Place, 40th Floor

 100 Oliver
Street

 Boston, MA 02110-2605

 +1 617 728 7100 Main

+1 617 426 6567 Fax

 www.dechert.com

 THOMAS FRIEDMANN

thomas.friedmann@dechert.com

 +1 617 728 7120 Direct

 February 5, 2019

VIA EDGAR

 United States Securities and Exchange
Commission

 Division of Investment Management

 100 F Street,
N.E.

 Washington, DC 20549

 Attn: John Ganley and Megan
Miller

Re:
 PennantPark Floating Rate Capital Ltd.

Post-Effective Amendment No. 4 to Registration Statement

on Form N-2

File Number 333-215111

Ladies and Gentlemen:

 On behalf of PennantPark Floating Rate
Capital Ltd., a Maryland corporation (the “Company”), we hereby respond to the comments raised by the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) pursuant to
telephone calls on February 4, 2019 between John Ganley and Megan Miller, respectively, of the Staff and Thomas Friedmann of Dechert LLP, outside counsel to the Company, regarding Post-Effective Amendment No. 4 to the Company’s
Registration Statement on Form N-2 (Registration No. 333-215111) (as amended, the “Registration Statement”) and the prospectus included therein.

 For your convenience, a transcription of the Staff’s comments is included in this letter, and each comment is followed by the applicable response.
Capitalized terms used in this letter and not otherwise defined herein shall have the meanings specified in the Registration Statement.

 ACCOUNTING
COMMENTS

1.
 Please confirm that the amount of debt outstanding and the amount of interest expense reflected in the Fees
and Expenses table is appropriate.

 United States Securities and

 Exchange
Commission

 February 5, 2019

 Page 2

 Response:

The Company hereby acknowledges the Staff’s comment and confirms the amount of debt outstanding and the amount of interest expense reflected in the Fees
and Expense table was determined based upon the indebtedness of the Company as of September 30, 2018 and the interest thereon, and the Company believes that it provides a reasonable and appropriate basis for the amounts set forth in the Fees
and Expenses table.

2.
 On page 7 of the Annual Report on Form 10-K, under the caption
Investment Advisory Fees, the definition of base management fees was revised so as to omit the term “excluding cash and cash equivalents.” Please revise or explain the basis of this revision.

 Response:

 The Company hereby
acknowledges the Staff’s comment and notes that the reason for the omission was that the disclosure was duplicative and potentially misleading. The exclusion of “cash and cash equivalents” appeared twice in the same parenthetical that
described the calculation of the base management fee. In addition to the text that was deleted, the beginning of the same parenthetical also states that the base management fee is calculated “net of U.S. Treasury Bills, temporary draws under
any credit facility, cash and cash equivalents . . . .” The Company respectfully submits that the disclosure on the Registration Statement, as revised, eliminates duplication and makes the fee calculation easier to understand.

3.
 Please confirm the disclosure of investments in the Schedule of Investments complies with Footnote 8 of Rule
12.12 under Regulation S-X. Specifically, each investment that is a “restricted” investment should be indicated as such in the Schedule.

Response:

 The Company hereby acknowledges the
Staff’s comment and, going forward, will include the disclosure required by Footnote 8 of Rule 12-12 under Regulation S-X in the Company’s financial
statements.

4.
 Define “Taxable Subsidiary” in the Company’s financial statements.

 United States Securities and

 Exchange
Commission

 February 5, 2019

 Page 3

 Response:

The Company respectfully submits that “Taxable Subsidiary” is defined on page 1 of the Annual Report on Form
10-K and the Registration Statement.

5.
 Please confirm that the Company has performed the significant subsidiary tests required by Rule 1-02(w) of Regulation S-X. Please explain whether any of the Company’s investments exceeded the thresholds requiring separate disclosure under Rule 4.08(g) or 4.09
thereof for the periods covered and provide, if applicable, copies of such calculations supplementally.

 Response:

The Company hereby acknowledges the Staff’s comment and confirms that (i) it has performed the significant subsidiary tests required by Rule 1-02(w) of Regulation S-X and (ii) none of the Company’s investments exceeded the thresholds requiring separate disclosure under Rule 4.08(g) or 4.09 thereof as of
September 30, 2018. In addition, the Company notes that PennantPark Investment Corporation, managed by the same investment adviser, failed one of the significant subsidiary tests required by Rule 1-02(w)
and appropriate disclosure was included its financial statements included with its Annual Report on Form 10-K.

LEGAL COMMENTS

6.
 Please include disclosure explaining what the anticipated decrease in asset coverage means for the Company.
Specifically, state that a 200% asset coverage ratio means that an investment company may incur $1 of debt for each $1 of equity on its balance sheet and a 150% asset coverage ratio means that such company may incur $2 of debt for each $1 of equity
on its balance sheet.

 Response:

The Company acknowledges the Staff’s comment and, going forward, will include the requested disclosure in a form similar to the below.

Under the existing 200% minimum asset coverage ratio, the Company is permitted to borrow up to one dollar for investment purposes for every one dollar of
investor equity and, under the 150% minimum asset coverage ratio, the Company will be permitted to borrow up to two dollars for investment purposes for every one dollar of investor equity. In other words, Section 61(a)(2) of the 1940 Act
permits BDCs to potentially increase their debt-to-equity ratio from a maximum of 1-to-1
to a maximum of 2-to-1.

 United States Securities and

 Exchange
Commission

 February 5, 2019

 Page 4

 * * * * * * * * * *

If you have any questions, please feel free to contact the undersigned by telephone at 617.728.7120 (or by email at thomas.friedmann@dechert.com). Thank you
for your cooperation and attention to this matter.

 Sincerely,

/s/ Thomas J. Friedmann

 Thomas J. Friedmann

cc:
 Arthur H. Penn, PennantPark Investment Advisers, LLC

Aviv Efrat, PennantPark Floating Rate Capital Ltd.

CORRESP
1
filename1.htm

Acceleration Request

 PENNANTPARK FLOATING RATE CAPITAL LTD.

590 MADISON AVENUE, 15TH FLOOR

 NEW
YORK, NY 10022

 February 5, 2019

VIA EDGAR

 United States Securities and Exchange
Commission

 Division of Investment Management

 100 F Street,
N.E.

 Washington, DC 20549

 Attn: John Ganley and Megan
Miller

Re:
 PennantPark Floating Rate Capital Ltd.

Registration Statement on Form N-2

File Number 333-215111

Dear Commissioners:

 Pursuant to Rule 461 under the Securities
Act of 1933, as amended, PennantPark Floating Rate Capital Ltd. (the “Company”) respectfully requests acceleration of the effective date of Post-Effective Amendment No. 4 to its Registration Statement on Form N-2 (Registration No. 333-215111) (the “Registration Statement”) so that such Registration Statement may be declared effective on February 6, 2019,
or as soon as practicable thereafter.

 We request that we be notified of such effectiveness by a telephone call to Thomas J. Friedmann of Dechert LLP at
(617) 728-7120, and that such effectiveness also be confirmed in writing.

Very truly yours,

PennantPark Floating Rate Capital Ltd.

By:

 /s/ Aviv Efrat

Name: Aviv Efrat

Title: Chief Financial Officer

CORRESP
1
filename1.htm

CORRESP

 PENNANTPARK FLOATING RATE CAPITAL LTD.

590 MADISON AVENUE, 15TH FLOOR

 NEW
YORK, NY 10022

 January 29, 2018

VIA EDGAR

 United States Securities and Exchange
Commission

 Division of Investment Management

 100 F Street,
N.E.

 Washington, DC 20549

 Attn: Ashley Vroman-Lee and Megan
Miller

Re:
PennantPark Floating Rate Capital Ltd.

Registration Statement on Form N-2

File Number 333-215111

 Dear Commissioners:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, PennantPark Floating Rate Capital Ltd. (the “Company”) respectfully
requests acceleration of the effective date of Post-Effective Amendment No. 3 to its Registration Statement on Form N-2 (Registration No. 333-215111) (the
“Registration Statement”) so that such Registration Statement may be declared effective on January 31, 2018, or as soon as practicable thereafter.

We request that we be notified of such effectiveness by a telephone call to William J. Tuttle of Dechert LLP at (202)
261-3352, and that such effectiveness also be confirmed in writing.

 Very truly yours,

PennantPark Floating Rate Capital Ltd.

By:

/s/ Aviv Efrat

Name:

Aviv Efrat

Title:

Chief Financial Officer

CORRESP
1
filename1.htm

CORRESP

 1900 K Street, NW

 Washington, DC 20006-1110

+1 202 261 3300 Main

 +1 202 261 3333 Fax

www.dechert.com

 WILLIAM J. TUTTLE

william.tuttle@dechert.com

 +1 202 261 3352 Direct

+1 202 261 3009 Fax

 January 29, 2018

VIA EDGAR

 United States Securities and Exchange
Commission

 Division of Investment Management

 100 F Street,
N.E.

 Washington, DC 20549

 Attn: Ashley Vroman-Lee and Megan Miller

Re:
PennantPark Floating Rate Capital Ltd.

Post-Effective Amendment No. 3 to Registration Statement on Form N-2

File Number 333-215111

 Ladies and Gentlemen:

On behalf of PennantPark Floating Rate Capital Ltd., a Maryland corporation (the “Company”), we hereby respond to the comments raised by the
staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) pursuant to telephone calls on January 10, 2018 between Ms. Megan Miller of the Staff and William Tuttle of Dechert LLP,
outside counsel to the Company, and on January 24, 2018 between Ms. Ashley Vroman-Lee of the Staff and Mr. Tuttle regarding Post-Effective Amendment No. 3 to the Company’s Registration
Statement on Form N-2 (Registration No. 333-215111) (as amended, the “Registration Statement”) and the prospectus included therein. For your
convenience, a transcription of the Staff’s comments is included in this letter, and each comment is followed by the applicable response. Capitalized terms used in this letter and not otherwise defined herein shall have the meanings specified
in the Registration Statement.

 ACCOUNTING COMMENTS

1.
Please revise footnote 1 to the Senior Securities table to disclose the fair value of the Company’s senior securities as of the end of each fiscal year.

Response:

 As requested, the Company will revise the
Senior Securities table to disclose the fair value of the Company’s senior securities as of the end of each fiscal year in a prospectus filed pursuant to Rule 497 under the Securities Act on the date of the effectiveness of the Registration
Statement (the “497 Prospectus”).

 United States Securities and

 Exchange
Commission

 January 29, 2018

  Page
 2

2.
Please supplementally advise the Staff whether any changes to the disclosure under the heading “Material U.S. Federal Income Tax Considerations” will be included in the 497 Prospectus as a result of the Tax
Cuts and Jobs Act of 2017.

 Response:

The Company supplementally advises the Staff that it has evaluated the Tax Cuts and Jobs Act of 2017 and that the disclosure under the heading “Material
U.S. Federal Income Tax Considerations” included in the 497 Prospectus will be updated to reflect the changes in the maximum tax rates payable set forth in the Tax Cuts and Jobs Act of 2017.

3.
We note that Note 2 to the Consolidated Financial Statements states that the Consolidated Financial Statements are prepared in accordance with Article 6 and 10 of Regulation
S-X, as appropriate. In future financial statements, please revise this disclosure to add reference to Article 12 of Regulation S-X.

Response:

 As requested, in connection with future
financial statements, the Company will revise the above-referenced disclosure to reference Article 12 of Regulation S-X.

4.
We note footnote 1 to the Schedules of Investments states that floating rate instruments accrue interest at a predetermined spread relative to an index. In future financial statements, please identify with greater
specificity the relevant index for each debt investment (i.e., 1-month LIBOR, 3-month LIBOR and 6-month LIBOR).

 Response:

 As requested, in
future financial statements, the Company will identify with greater specificity the relevant index for each debt investment.

 LEGAL COMMENTS

5.
We note that portions of the filing are incomplete. We may have additional comments on such portions when you complete them.

Response:

 The Company respectfully submits that the
Registration Statement is complete with the exception of stockholder transaction fee information in the Fees and Expenses table and other information

 United States Securities and

 Exchange
Commission

 January 29, 2018

  Page
 3

that may be omitted under the Securities Act because it is dependent on the public offering price of any offering of securities under the Registration Statement. This information will be included
where applicable in the prospectus supplement for any offering of securities pursuant to the Registration Statement.

6.
Please advise the Staff supplementally if the Company intends to apply for an amendment to its exemptive relief for certain co-investment transactions to add PSSL as an
applicant.

 Response:

 The Company
supplementally advises the Staff that it does not intend to apply for an amendment to its exemptive relief for certain co-investment transactions to add PSSL as an applicant.

7.
Please disclose under the heading “Prospectus Summary—Distributions on Common Stock” that distributions may include a return of capital.

Response:

 As requested, the Company has included in the
497 Prospectus disclosure under the heading “Prospectus Summary—Distributions on Common Stock” that distributions may include a return of capital.

8.
Please disclose under the heading “Prospectus Summary—Recent Developments” that the 2023 Notes are subordinated to any secured indebtedness the Company or its subsidiaries have currently incurred and
may incur in the future.

 Response:

As requested, the Company has included in the 497 Prospectus disclosure under the heading “Prospectus Summary—Recent Developments” that the
2023 Notes are subordinated to any secured indebtedness the Company or its subsidiaries have currently incurred and may incur in the future.

9.
We note that the sales load is to be completed by a prospectus supplement. Please state supplementally if the sales load and other transaction expenses are greater than ten percent (10%).

Response:

 The Company respectfully submits that it does
not expect the sales load and other transaction expenses to exceed ten percent (10%).

 United States Securities and

 Exchange
Commission

 January 29, 2018

  Page
 4

10.
Please advise the Staff supplementally if the Company has had a return of capital since its inception.

Response:

 The Company respectfully submits that it has
not had a return of capital since its inception.

 * * * * * * * * * *

If you have any questions, please feel free to contact the undersigned by telephone at 202.261.3352 (or by email at william.tuttle@dechert.com) or Thomas J.
Friedmann at 617.728.7120 (or by email at thomas.friedmann@dechert.com). Thank you for your cooperation and attention to this matter.

 Sincerely,

/s/ William J. Tuttle

 William J. Tuttle

cc:
Arthur H. Penn, PennantPark Investment Advisers, LLC

Aviv Efrat, PennantPark Floating Rate Capital Ltd.

Thomas J. Friedmann, Dechert LLP

CORRESP
1
filename1.htm

Acceleration request

 PENNANTPARK FLOATING RATE CAPITAL LTD.

590 MADISON AVENUE, 15TH FLOOR

 NEW
YORK, NY 10022

 January 17, 2017

VIA EDGAR

 United States Securities and Exchange
Commission

 Division of Investment Management

 100 F Street,
N.E.

 Washington, DC 20549

 Attn: Ashley Vroman-Lee and John
M. Ganley

Re:
PennantPark Floating Rate Capital Ltd.

Registration Statement on Form N-2

File Number 333-215111

 Dear Commissioners:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, PennantPark Floating Rate Capital Ltd. (the “Company”) respectfully
requests acceleration of the effective date of its Registration Statement on Form N-2 (Registration No. 333-215111) (the “Registration Statement”) so that such Registration Statement may be declared effective at 4:00 p.m. on
January 19, 2017, or as soon as practicable thereafter.

 We request that we be notified of such effectiveness by a telephone call to William J.
Tuttle of Dechert LLP at (202) 261-3352, and that such effectiveness also be confirmed in writing.

Very truly yours,

PennantPark Floating Rate Capital Ltd.

By:

 /s/ Aviv Efrat

Name:

Aviv Efrat

Title:

Chief Financial Officer

CORRESP
1
filename1.htm

CORRESP

 January 17, 2017

VIA EDGAR

 United States Securities and Exchange
Commission

 Division of Investment Management

 100 F Street,
N.E.

 Washington, DC 20549

 Attn: Ashley Vroman-Lee, Megan Miller and John M. Ganley

Re:
PennantPark Floating Rate Capital Ltd.

 Registration Statement on Form N-2

 File Number 333-215111

Ladies and Gentlemen:

 On behalf of PennantPark Floating Rate
Capital Ltd., a Maryland corporation (the “Company”), we hereby respond to the comments raised by the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) pursuant to
telephone calls on January 12, 2017 between Ms. Ashley Vroman-Lee of the Staff and William Tuttle and Elizabeth Reale of Dechert LLP, outside counsel to the Company, and between Ms. Megan Miller
of the Staff and Mr. Tuttle regarding the Company’s Registration Statement on Form N-2 (Registration No. 333-215111) (the “Registration
Statement”) and the prospectus included therein. For your convenience, a transcription of the Staff’s comments is included in this letter, and each comment is followed by the applicable response. Capitalized terms used in this letter
and not otherwise defined herein shall have the meanings specified in the Registration Statement.

 PROSPECTUS

General

1.
We remind you that the Company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the Staff.

 Response:

 The Company
acknowledges the Staff’s comment.

 United States Securities and

 Exchange
Commission

 January 17, 2017

  Page
 2

2.
We note that portions of the filing are incomplete. We may have additional comments on such portions when you complete them.

Response:

 The Company respectfully submits that the
Registration Statement is complete with the exception of stockholder transaction fee information in the Fees and Expenses table and other information that may be omitted under the Securities Act because it is dependent on the public offering price
of any offering of securities under the Registration Statement. This information will be included where applicable in the prospectus supplement for any offering of securities pursuant to the Registration Statement.

Fees and Expenses

3.
We note that the sales load is to be completed by a prospectus supplement. Please state supplementally if the sales load and other transaction expenses are greater than ten percent (10%).

Response:

 The Company respectfully submits that it does
not expect the sales load and other transaction expenses to exceed ten percent (10%).

 Risk Factors – Risks Relating to Our Business and Structure
– Because we intend to distribute substantially all of our income to our stockholders to maintain our tax status as a RIC, we will need to raise additional capital to finance our growth. If funds are not available to us, we may need
to curtail new investments, and our comments stock could decline.

4.
Please delete the word “generally” from the first sentence of the second paragraph of the above-captioned risk factor.

Response:

 As requested, the Company will eliminate the
word “generally” from the first sentence of the second paragraph of the above-captioned risk factor in a prospectus filed pursuant to Rule 497 under the Securities Act on the date of the effectiveness of the Registration Statement (the
“497 Prospectus”).

 Risk Factors – Risks Relating to Our Business and Structure – Regulations governing our
operation as a BDC will affect our ability to, and the way in which we, raise additional capital.

5.
Under “Additional Common Stock,” we note the statement that there is an “extensive” process to determine the quarterly NAV per share of the Company’s common stock. Please
summarize that process and include a cross-reference to “Determination of Net Asset Value.”

 United States Securities and

Exchange Commission

 January 17, 2017

 Page
 3

 Response:

 As requested,
the Company will summarize the process to determine the quarterly NAV per share of the Company’s common stock and include a cross-reference to “Determination of Net Asset Value” in the 497 Prospectus.

Risk Factors – Risks Relating to Our Business and Structure – We currently use borrowed funds to make investments and are exposed to
the typical risks associated with leverage.

6.
We note the statement that “Any convertible or exchangeable securities that we issue in the future may have rights, preferences and privileges more favorable than those of our common stock and may also carry
leverage related risks.” Briefly describe these leverage-related risks.

 Response:

As requested, the Company will briefly describe those leverage-related risks in the 497 Prospectus.

Risk Factors – Risks Relating to Our Business and Structure – There are significant potential conflicts of interest which could impact
our investment returns.

7.
We note the statements that “There are significant potential conflicts of interest which could impact our investment returns” and that certain “arrangements may create conflicts of interest that our
board of directors must monitor.” Please confirm supplementally that there are internal procedures in place to ensure that the Company is not at a disadvantage or treated unfairly and for the board of directors to monitor potential conflicts of
interest due to these arrangements.

 Response:

The Company hereby confirms that it and the Investment Adviser have in place internal procedures designed to reasonably ensure that the Company is not
disadvantaged or treated unfairly and for the board of directors to monitor potential conflicts of interest due to these arrangements.

8.
We note the disclosure that the Company “may co-invest on a concurrent basis with any other affiliates that the Investment Adviser currently has or forms in the
future.” Please advise us whether the Company has received exemptive relief for certain negotiated co-investment transactions.

 United States Securities and

 Exchange
Commission

 January 17, 2017

  Page
 4

 Response:

 The Company
respectfully submits that it received an exemptive order on April 15, 2014 (File No. 812-14134) with respect to certain negotiated co-investment transactions.

9.
We note the statement that “there may be times when the management team of the Investment Adviser has interests that differ from those of our stockholders, giving rise to a conflict.” Please clarify how the
interests differ between the Investment Adviser and the stockholders.

 Response:

As requested, the Company will include clarifying disclosure in the 497 Prospectus.

Risk Factors – Risks Relating to Our Business and Structure – We are subject to risks associated with cybersecurity and cyber
incidents.

10.
Please disclose how the Company is mitigating cybersecurity risks.

 Response:

As requested, the Company will include in the 497 Prospectus disclosure regarding how it mitigates cybersecurity risks.

Risk Factors – Risks Related to Our Investments – Our investments in prospective portfolio companies may be risky, and you could lose
all or part of your investment.

11.
Under “4. Equity Investments” we note the statement that the Company “may hold equity investments in partnerships through a taxable subsidiary for federal income tax
purposes.” Please disclose any taxable subsidiary that holds equity investments in partnerships.

 Response:

The Company respectfully submits that its taxable subsidiary that holds equity investments in partnerships, PFLT Investment Holdings, LLC, is disclosed in
Item 28. The Company will disclose, in future filings, the names of taxable subsidiaries that hold equity investments in partnerships.

 United States Securities and

 Exchange
Commission

 January 17, 2017

  Page
 5

 Management’s Discussion and Analysis of Financial Condition and Results of Operations – Liquidity and Capital
Resources – Contractual Obligations

12.
Please confirm that the Company has a reasonable belief that its assets as of September 30, 2016 provided adequate coverage to allow it to satisfy all of its unfunded commitments and explain the basis for such
belief.

 Response:

 The Company
represents that it reasonably believes that its assets as of September 30, 2016 provided adequate coverage to allow the Company to satisfy all of its unfunded commitments, which totaled $20.0 million as of such date. The bases for the
Company’s belief are primarily that (i) the Company maintained cash and cash equivalents of $28.9 million as of September 30, 2016 and (ii) the Credit Facility permitted additional borrowings of more than $100.0 million
as of September 30, 2016.

 Senior Securities

13.
Refrain from using the word “senior” in the title of any notes of the Company, or when describing and/or identifying their ranking, if the notes are not senior in right or repayment to other notes
outstanding at the time of issue.

 Response:

As requested, the Company will refrain from using the word “senior” in the title of any notes of the Company, or when describing and/or identifying
their ranking, if the notes are not senior in right or repayment to other notes outstanding at the time of issue.

 Business – Legal Proceedings

14.
Please remove the phrases “in the ordinary course of business” and “incidental to the normal course of business” from the disclosure in this section.

Response:

 As requested, the Company will eliminate the
phrases “in the ordinary course of business” and “incidental to the normal course of business” in the 497 Prospectus.

 Investment
Objectives and Policies – Investment Policy Overview

15.
Please add to this section the disclosure regarding the term “junk bonds” appearing elsewhere in the Registration Statement.

 United States Securities and

 Exchange
Commission

 January 17, 2017

  Page
 6

 Response:

 As requested,
the Company will add to this section the disclosure regarding the term “junk bonds” appearing elsewhere in the Registration Statement.

Portfolio Companies

16.
Please confirm that the portfolio companies table complies with Item 8.6(a)(4) of Form N-2 with respect to the general terms of all loans to portfolio companies.

 Response:

 As requested, the
Company will disclose the general terms (the basis point spread above an index or fixed rate, as applicable, and the maturity date) of each loan in the portfolio companies table included in the 497 Prospectus.

Determination of Net Asset Value

17.
Please add additional disclosure regarding the inputs into determination of fair value of investments. Please also advise the Staff whether the Company has the authority to issue shares below NAV.

 Response:

 As requested, the
Company will add additional disclosure regarding the inputs into determination of fair value of investments in the 497 Prospectus. The Company hereby confirms that it does not currently have the authority to issue shares below NAV.

PART C – OTHER INFORMATION

 Item 34.
Undertakings

18.
Please confirm supplementally that the Company will file an unqualified validity opinion and underwriting agreement in connection with any offering pursuant to the Registration Statement.

Response:

 As requested, the Company will file in a
post-effective amendment to the Registration Statement an unqualified validity opinion and underwriting agreement in connection with any offering pursuant to the Registration Statement.

 United States Securities and

 Exchange
Commission

 January 17, 2017

  Page
 7

 ACCOUNTING COMMENTS

19.
We note your disclosure regarding settlement of proceeds of $3.3 million in the fiscal year ended September 30, 2016. In future filings, please provide the disclosure required by Item 303(a)(3) of
Regulation S-K regarding unusual or infrequent events or transactions.

 Response:

As requested, the Company will include in the management’s discussion and analysis of financial condition and results of operations in the 497 Prospectus
and disclosures accompanying future audited financial statements the disclosures required by Item 303(a)(3) of Regulation S-K regarding unusual or infrequent events or transactions.

20.
Please confirm whether there were any changes in the valuation techniques of the Level 3 investments that should be disclosed in accordance with ASC 820-10-50-2.

 Response:

The Company hereby confirms that there were no changes in the valuation techniques of the Level 3 investments that should be disclosed in accordance with
ASC 820-10-50-2.

21.
We note the disclosure on page 60 of the Company’s Annual Report on Form 10-K that “As a result, any change in any one of these factors may have a significant impact
on the valuation of an investment.” In future financial statements, please consider disclosing whether a change in these factors would result in a higher or lower value.

Response:

 As requested, in connection with future
financial statements, the Company will consider disclosing whether such a change would result in a higher or lower value.

22.
We note the tables on page 61 of the Company’s Annual Report on Form 10-K. In future filings, please include rows for each of first lien, second lien and subordinated
debt/corporate notes in the tables regarding the characterization of the Level 3 valuation techniques, unobservable inputs and ranges.

Response:

 As requested, the Company will include in
future financial statements rows for each of first lien, second lien and subordinated debt/corporate notes in the tables regarding the characterization of the Level 3 valuation techniques, unobservable inputs and ranges.

 United States Securities and

 Exchange
Commission

 January 17, 2017

  Page
 8

 * * * * * * * * * *

If you have any questions, please feel free to contact the undersigned by telephone at 202.261.3352 (or by email at william.tuttle@dechert.com) or Thomas J.
Friedmann at 617.728.7120 (or by email at thomas.friedmann@dechert.com). Thank you for your cooperation and attention to this matter.

 Sincerely,

/s/ William J. Tuttle

 William J. Tuttle

cc:
Arthur H. Penn, PennantPark Investment Advisers, LLC

 Aviv Efrat, PennantPark Floating Rate
Capital Ltd.

 Thomas J. Friedmann, Dechert LLP

CORRESP
1
filename1.htm

CORRESP

 December 15, 2016

 VIA EDGAR

 United
States Securities and Exchange Commission

 Division of Investment Management

100 F Street, N.E.

 Washington, DC 20549

Attn: Ashley Vroman-Lee

Re:
PennantPark Floating Rate Capital Ltd.

Registration Statement on Form N-2

 Ladies and Gentlemen:

PennantPark Floating Rate Capital Ltd., a Maryland corporation (the “Company”), has today filed with the Securities and Exchange Commission a
Registration Statement on Form N-2, which registers an aggregate $500 million of securities that may be offered by the Company from time to time in reliance on Rule 415 under the Securities Act of 1933,
as amended.

 If you have any questions, please feel free to contact Thomas J. Friedmann at 617.728.7120 (or by email at thomas.friedmann@dechert.com) or
the undersigned by telephone at 202.261.3352 (or by email at william.tuttle@dechert.com). Thank you for your cooperation and attention to this matter.

Sincerely,

 /s/ William J. Tuttle

William J. Tuttle

cc:
Arthur H. Penn, PennantPark Floating Rate Capital Ltd.

Aviv Efrat, PennantPark Floating Rate Capital Ltd.

Thomas J. Friedmann, Dechert LLP

CORRESP
1
filename1.htm

Response Letter

 1900 K Street, NW

 Washington, DC 20006-1110

+1 202 261 3300 Main

 +1 202 261 3333 Fax

www.dechert.com

 WILLIAM J. TUTTLE

 william.tuttle@dechert.com

+1 202 261 3352 Direct

 +1 202 261 3009 Fax

 June 24, 2015

 VIA
EDGAR

 United States Securities and Exchange Commission

Division of Investment Management

 100 F Street, N.E.

Washington, DC 20549

 Attn: Ashley Vroman-Lee

Re:
PennantPark Floating Rate Capital Ltd.

Pre-Effective Amendment No. 1 to Registration Statement on Form N-14

File Numbers 333-204272 and 814-00891

 Ladies and Gentlemen:

On behalf of PennantPark Floating Rate Capital Ltd., a Maryland corporation (“PFLT”), we hereby respond to the comments to PFLT’s
Registration Statement on Form N-14 (Registration No. 333-204272) (the “Registration Statement”) raised by the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”)
pursuant to a telephone call on June 23, 2015 between Ms. Ashley Vroman-Lee of the Staff and Mr. William Tuttle of Dechert LLP, outside counsel to PFLT. For your convenience, a transcription of the Staff’s comments is included in this
letter, and each comment is followed by the applicable response. Capitalized terms used in this letter and not otherwise defined herein shall have the meanings specified in the Registration Statement.

Comparative Fees and Expenses

1.
Please revise the comparative fees and expenses table to use actual amounts for each of PFLT and MCG.

Response:

 PFLT respectfully submits that the comparative
fees and expenses table is based on actual amounts for each of PFLT and MCG and hereby agrees to modify the disclosure in the joint proxy statement and prospectus to be mailed to holders of PFLT Common Stock and MCG Common Stock (and filed by PFLT
with the Commission pursuant to Rule 497 under the Securities Act) to clarify accordingly.

 United States Securities and Exchange Commission

June 24, 2015

 Page 2

2.
In footnote 4, please remove the disclosure that comparison of the individual items of PFLT and MCG set forth under “Annual expenses” may not be useful.

Response:

 PFLT hereby agrees to modify the disclosure
in the joint proxy statement and prospectus, to be mailed to holders of PFLT Common Stock and MCG Common Stock (and filed by PFLT with the Commission pursuant to Rule 497 under the Securities Act) to remove the above-referenced disclosure.

* * * * * * * * * *

 PFLT hereby acknowledges
that (i) it is responsible for the adequacy and accuracy of the disclosure in its filings with the Commission, (ii) Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with
respect to any filing and (iii) PFLT may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

* * * * * * * * * *

 If you have any questions,
please feel free to contact the undersigned by telephone at 202.261.3352 (or by email at william.tuttle@dechert.com) or Thomas J. Friedmann at 202.261.3313 (or by email at thomas.friedmann@dechert.com). Thank you for your cooperation and attention
to this matter.

 Sincerely,

 /s/ William J. Tuttle

 William J. Tuttle

cc:
Arthur H. Penn, PennantPark Floating Rate Capital Ltd.

 Aviv Efrat, PennantPark Floating Rate
Capital Ltd.

 Thomas J. Friedmann, Dechert LLP

CORRESP
1
filename1.htm

Acceleration Request

 PENNANTPARK FLOATING RATE CAPITAL LTD.

590 Madison Avenue, 15th Floor

New York, New York 10022

 VIA EDGAR

 June 24, 2015

 Ashley Vroman-Lee

Division of Investment Management

 Securities and Exchange
Commission

 100 F Street, N.E.

 Washington, D.C. 20549-0504

Re:
PennantPark Floating Rate Capital Ltd.

 Registration Statement on Form N-14

File Nos. 333-204272; 814-00891

Dear Ms. Vroman-Lee:

 Pursuant to Rule 461 under the Securities
Act of 1933, as amended, PennantPark Floating Rate Capital Ltd. (“Registrant”) hereby requests that the effective date of the above-referenced Registration Statement on Form N-14 be accelerated so that the Registration Statement may become
effective at 4:00 pm, Eastern Time, on June 25, 2015, or as soon as practicable thereafter.

 In connection with this request, the Registrant hereby
acknowledges that (i) should the U.S. Securities and Exchange Commission (“Commission”) or its staff, acting pursuant to delegated authority, declare the Registration Statement effective, such action will not foreclose the Commission from
taking any action with respect to the Registration Statement; (ii) the action of the Commission or its staff, acting pursuant to delegated authority, in declaring the Registration Statement effective, will not relieve the Registrant from its full
responsibility for the adequacy and accuracy of the disclosure in the Registration Statement; and (iii) the Registrant may not assert such action as a defense in any proceeding initiated by the Commission or any other person under the federal
securities laws of the United States.

 The Registrant requests that notification of such effectiveness be made by telephone call to William J. Tuttle of
Dechert LLP, legal counsel to the Registrant at 202-261-3352.

 Very truly yours,

PENNANTPARK FLOATING RATE CAPITAL LTD.

By:

 /s/ Arthur H. Penn

Name:

Arthur H. Penn

Title:

Chief Executive Officer

CORRESP
1
filename1.htm

CORRESP

 1900 K Street, NW

 Washington, DC 20006-1110

+1 202 261 3300 Main

 +1 202 261 3333 Fax

www.dechert.com

 WILLIAM J. TUTTLE

 william.tuttle@dechert.com

+1 202 261 3352 Direct

 +1 202 261 3009 Fax

 June 16, 2015

 VIA
EDGAR

 United States Securities and Exchange Commission

Division of Investment Management

 100 F Street, N.E.

Washington, DC 20549

 Attn: Ashley Vroman-Lee and Kenneth
Ellington

Re:
PennantPark Floating Rate Capital Ltd.

Registration Statement on Form N-14

File Numbers 333-204272 and 814-00891

 Ladies and Gentlemen:

PennantPark Floating Rate Capital Ltd., a Maryland corporation ( “PFLT”), has today filed with the Securities and Exchange Commission (the
“Commission”) Pre-Effective Amendment No. 1 (“Amendment No. 1”) to its Registration Statement on Form N-14 (Registration No. 333-204272) (the “Registration Statement”). On behalf of
PFLT, we hereby respond to the comments raised by the staff (the “Staff”) of the Commission pursuant to a telephone call on June 11, 2015 between Ms. Ashley Vroman-Lee and Mr. Kenneth Ellington of the Staff and
Messrs. William Tuttle and Shashi Khiani of Dechert LLP, outside counsel to PFLT. For your convenience, a transcription of the Staff’s comments is included in this letter, and each comment is followed by the applicable response. We will also
provide courtesy copies of Amendment No. 1, as filed and marked against the initial filing of the Registration Statement. Capitalized terms used in this letter and not otherwise defined herein shall have the meanings specified in the
Registration Statement.

 ACCOUNTING COMMENTS:

General

1.
In the updated consent of Warren Averett, LLC, please include the Securities Act file number for the Registration Statement.

Response:

 As requested, the updated consent of Warren
Averett, LLC includes the Securities Act file number for the Registration Statement.

2.
Please provide the accounting and performance survivor analysis (NAST analysis) for the Merger.

Response:

 In the North American Security Trust no-action
letter (avail. August 5, 1994), the Staff articulated the five factors that should be considered in assessing whether a fund created by the combination of three funds should be permitted to use the predecessor performance of one of the
predecessor funds and, if so, which predecessor fund. Specifically, the Staff stated that an analysis should be conducted on each of the five factors to determine whether the combined or resulting fund more closely resembles one or another fund in
each of these areas. The Staff has subsequently endorsed these same factors more generally in determining the performance survivor of transactions involving a combination of funds.

Similarly, the American Institute of Certified Public Accountants Audit and Accounting Guide for Investment Companies Committee (“Audit
Guide”) cites the same five factors in determining which fund, based on continuity or dominance in these areas, should be the survivor for financial reporting purposes following a combination transaction.

The five factors articulated in both North American Security Trust and the Audit Guide (in declining order of importance) are (1) portfolio management;
(2) portfolio composition; (3) investment objectives, policies, and restrictions; (4) expense structures and expense ratios; and (5) asset size.

Each of these factors, as applied to the proposed Merger, is analyzed as follows:

Portfolio Management – The PFLT Investment Adviser had served as investment adviser to PFLT since its inception and will serve as investment
adviser to the combined company following completion of the Merger. By contrast, MCG has been internally managed by an investment team whose employment is being terminated by MCG immediately prior to closing of the Merger. Thus, the combined entity
will most closely resemble PFLT in terms of the identity of its historical portfolio management.

 Investment Objectives, Policies and
Strategies – Although both PFLT and MCG have substantially the same investment objective (current income and capital gains), PFLT’s leveraged portfolio is invested primarily in Floating Rate Loans to U.S. middle market companies, while
MCG’s portfolio is unlevered and consists primarily of cash and cash equivalents. In addition, the combined company’s policies and strategies will be identical to those of PFLT and different than the historical policies and strategies of
MCG. Thus, the combined company will most closely resemble PFLT with respect to investment objectives, policies and strategies.

 Portfolio
Composition – As noted above, PFLT’s total assets are invested primarily in Floating Rate Loans to U.S. middle market companies while MCG’s remaining portfolio consists of loans to lower middle market companies (with the balance
of its assets invested in cash and cash equivalents). The PFLT Investment Adviser intends for the combined company’s total assets to be invested primarily in Floating Rate Loans to U.S. middle market companies and will therefore most closely
resemble PFLT with respect to current portfolio composition.

 Expense Structures and Expense Ratios – PFLT historically has been an externally managed BDC while
MCG historically has been an internally managed BDC. Following completion of the Merger the combined entity will have a fee schedule and expense structure identical to that of PFLT. Thus, the combined company will most closely resemble PFLT in
expense structures and ratios.

 Asset Size – As of March 31, 2015 the total assets of PFLT were $354.4 million while the total
assets of the MCG were $180.9 million. Given that the total assets of PFLT were nearly twice that of MCG, the combined entity will more closely resemble PFLT.

For these reasons, we respectfully submit that it is appropriate to treat PFLT as the accounting and performance survivor of the Merger.

3.
Please confirm that the PFLT Investment Adviser is paying $8.3 million of specified transaction costs and ensure that the disclosure throughout the Registration Statement is consistent.

Response:

 PFLT hereby confirms that the PFLT Investment
Adviser is paying $8.3 million of specified transaction costs. As requested, PFLT has ensured that the associated disclosure is consistent throughout the Registration Statement.

Questions and Answers about the Special Meetings and the Merger

4.
In the first question and answer on page 4, please include the estimated expenses of each of PFLT and MCG relating to completion of the Merger.

Response:

 As requested, PFLT has disclosed the estimated
expenses of PFLT and MCG relating to completion of the Merger.

5.
In the discussion of whether the Merger is expected to be taxable to MCG stockholders, please discuss the loss of capital loss carryforwards and provide any available estimate of taxable income that MCG stockholders
will recognize in the Merger.

 Response:

As requested, PFLT has included disclosure on the amount of the loss of capital loss carryforwards in connection with the Merger in the discussion of whether
the Merger is expected to be taxable to MCG stockholders. PFLT respectfully submits that no estimate of taxable income the MCG stockholders will recognize in the Merger is available because the determination is dependent on a variety of independent
factors, including the price at which an investor acquired shares in MCG. PFLT, however, has added a cross-reference to the tax disclosures contained elsewhere in the Registration Statement to direct MCG stockholders to the disclosures that will aid
them in determining the taxable income that they will recognize in the Merger.

 Comparative Fees and Expenses

6.
Please revise the column “Pro Forma Combined” to include reference to PFLT.

 Response:

 As requested, PFLT has revised the heading “Pro Forma Combined” to “Pro Forma PFLT Combined.”

7.
Please explain to the Staff why the pro forma combined management fees are expected to decrease.

Response:

 We supplementally inform the Staff that, as
disclosed on page 191 of the Registration Statement and also in PFLT’s periodic filings, PFLT does not charge base management fees on cash and cash equivalents. Because a significant portion of MCG’s assets consist of cash and cash
equivalents, the pro forma combined management fees will decrease as a percentage of net assets at the time of closing of the Merger.

8.
Please explain why the pro forma combined other expenses significantly exceed PFLT’s legacy other expenses.

Response:

 Consistent with the requirements of Form N-14,
PFLT computed the pro forma combined other expenses based on the expenses set forth in the Unaudited Pro Forma Condensed Statement of Operations for the six months ended March 31, 2015. We supplementally inform the Staff that the pro forma
combined other expenses significantly exceed PFLT’s legacy other expenses because the table is required to give effect to the legacy expenses of MCG, excluding historic salary and benefits payments, which exceed PFLT’s level of expenses as
a percentage of net assets.

9.
Please advise as to PFLT’s intentions regarding potential increases in borrowings during the first year following the Merger.

Response:

 We supplementally advise the Staff that PFLT
does not intend to increase its borrowings during the first year following the Merger. The amount of leverage that PFLT will use following closing of the Merger will depend on its assessment of market conditions and other factors at the time of any
proposed borrowing.

 Unaudited Pro Forma Condensed Consolidated Financial Statements

10.
Please include pro forma adjustments for MCG on the balance sheet and schedule of investments.

Response:

 As requested, PFLT has included pro forma
adjustments for MCG on the balance sheet and schedule of investments.

11.
Please include the pro forma adjustments on the face of the pro forma financial statements, rather than in the notes to pro forma condensed consolidated financial statements.

Response:

 As requested, PFLT has included the pro forma
adjustments on the face of the pro forma financial statements, rather than in the notes to pro forma condensed consolidated financial statements.

12.
In the notes to pro forma condensed consolidated financial statements, please disclose the capital loss carryforwards for each of PFLT and MCG and any future limitation on such capital loss carryforwards as a result
of the Merger.

 Response:

 As
requested, PFLT has included disclosure on the capital loss carryforwards for MCG. As a result of the Merger, MCG’s capital loss carryforwards is expected to be limited by Section 382 of the Code. However, certain transactions that may be
undertaken after the Merger may further restrict or eliminate the usage of MCG’s capital loss carryforward. PFLT respectfully submits that it has no capital loss carryforwards.

13.
In note 3, please disclose with more granular detail the various legal, advisory, severance and other transaction related costs.

Response:

 As requested, PFLT has disclosed with more
granular detail the various legal, advisory, severance and other transaction related costs referenced in note 3.

14.
Please add a discussion of the sale of MCG’s investment in Broadview Networks Holdings, Inc. in a subsequent events footnote.

Response:

 As requested, PFLT has included a discussion
of the sale of MCG’s investment in Broadview Networks Holdings, Inc. in a subsequent events footnote.

 Capitalization

15.
Please include a column for the Merger-related adjustments.

 Response:

As requested, PFLT has revised the capitalization table to include a column for the Merger-related adjustments.

16.
Please define “Total capitalization” in a footnote.

 Response:

As requested, PFLT has defined “Total capitalization” in a footnote to the capitalization table.

The Merger

17.
We note the discussion of the potential monetization of MCG’s investments prior to closing. Please confirm that any sales of any assets are appropriately reflected in the financial statements along with the
costs of disposition.

 Response:

MCG has confirmed that the sales of any assets by MCG during the pendency of the Merger will be appropriately reflected in its financial statements along with
the costs of disposition. In addition, PFLT intends to evaluate whether any such sales require disclosure in the subsequent events footnote to the pro forma condensed consolidated financial statements.

18.
We note the assumption regarding the receipt of $3 million from the successful resolution of pending litigation claims. Please discuss whether this $3 million should be reflected in the pro forma financial
statements.

 Response:

 PFLT
respectfully submits that the receipt of $3 million from the successful resolution of pending litigation claims should not be reflected in the pro forma financial statements because the GAAP requirements for recording of an asset have not been
satisfied.

 Accounting Treatment

19.
Please confirm that PFLT’s independent accounting firm concurs in the proposed treatment of the Merger as an asset acquisition for accounting purposes.

Response:

 PFLT respectfully submits that McGladrey LLP
concurs in the proposed treatment of the Merger as an asset acquisition for accounting purposes.

 LEGAL COMMENTS

General

20.
Please confirm that the Registration Statement is revised to reflect all material developments since May 18, 2015, including with respect to the unsolicited proposal by HC2 and the litigation associated with the
Merger. Please also disclose how any outstanding legal proceedings may impact the Merger.

 Response:

As requested, PFLT has updated the disclosure to reflect all material developments since May 18, 2015, including with respect to the unsolicited proposal
by HC2 and the litigation associated with the Merger. PFLT has also disclosed how the outstanding legal proceedings may impact the Merger.

21.
Please confirm that each of PFLT and MCG is in compliance with Section 55(a) of the 1940 Act.

Response:

 PFLT hereby confirms that it is in compliance
with the requirements of Section 55(a) of the 1940 Act. In addition, MCG has confirmed to PFLT that it is in compliance with the requirements of Section 55(a) of the 1940 Act.

22.
Please discuss why it is appropriate for MCG stockholders to pay a termination fee if the merger agreement is terminated in certain circumstances and whether payment of such a fee is consistent with the fiduciary
duties of MCG and its directors to stockholders.

 Response:

PFLT and MCG respectfully advise the Staff that termination fee provisions of the type included in the Merger Agreement are customary deal protections found in
virtually all transactions involving the acquisition of a public company. A study published by the Practical Law Company,1 based on a survey of all acquisitions of U.S. publicly reporting
companies with an equity value at signing in excess of $100 million (excluding REITs and debt-only issuers)2 found 146 of the 150 total transactions included a termination fee provision. In all
146 transactions, the termination fee was payable by the target in certain circumstances in the event the target’s board of directors changed its recommendation in favor of the merger agreement, and 139 of the 146 (including all of the
transactions where the target had the right to terminate the merger agreement in favor of an alternative transaction) included a termination fee payable in the event the target accepts a third-party proposal for an alternative transaction. A
separate study published by the Mergers and Acquisitions Committee of the American Bar Association’s Business Law Section,3 which analyzed all publicly available merger agreements for
acquisitions of U.S. public companies by public companies or other strategic buyers announced in 2013, reached a similar conclusion (99% of transactions included a termination fee payable in certain circumstances on a chang

CORRESP
1
filename1.htm

SEC Response Letter

 1900 K Street, NW

 Washington,
DC 20006-1110

 +1 202 261 3300 Main

 +1 202 261 3333 Fax

www.dechert.com

 WILLIAM J. TUTTLE

 william.tuttle@dechert.com

+1 202 261 3352 Direct

 +1 202 261 3009 Fax

 January 12, 2015

VIA EDGAR

 United States Securities and Exchange
Commission

 Division of Investment Management

 100 F Street,
N.E.

 Washington, DC 20549

 Attn: Ashley Vroman-Lee

Re:

PennantPark Floating Rate Capital Ltd.

Registration Statement on Form N-2

File Numbers 333-190602 and 814-00891

 Ladies and Gentlemen:

 On
behalf of PennantPark Floating Rate Capital Ltd., a Maryland corporation (the “Company”), we hereby respond to the comments raised by the staff (the “Staff”) of the Securities and Exchange Commission (the
“Commission”) pursuant to a telephone call on January 8, 2015 between Ms. Ashley Vroman-Lee and Messrs. William Tuttle and Shashi Khiani of Dechert LLP, outside counsel to the Company, regarding Post-Effective Amendment
No. 2 to the Company’s Registration Statement on Form N-2 (Registration No. 333-190602) (the “Registration Statement”) and the prospectus included therein. For your convenience, a transcription of the Staff’s
comments is included in this letter, and each comment is followed by the applicable response. Capitalized terms used in this letter and not otherwise defined herein shall have the meanings specified in the Registration Statement.

PROSPECTUS:

 Prospectus Summary—General
Business of PennantPark Floating Rate Capital Ltd.

1.
At the end of the third paragraph, please add a cross-reference to where the material terms of the Credit Facility are described.

Response:

 As requested, the Company will include in a
prospectus filed pursuant to Rule 497 under the Securities Act on the date of effectiveness of the Registration Statement Post-Effective Amendment No. 2 (the “497 Prospectus”) and subsequent filings of the prospectus a
cross-reference at the end of the fourth paragraph under the heading “Prospectus Summary—General Business of PennantPark Floating Rate Capital Ltd.” stating “For a description of our Credit Facility, please see
‘Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources.’”

 United States Securities and

    Exchange Commission

 January 12, 2015

 Page
 2

 Fees and Expenses

2.
Please confirm that there are no fees charged to participating stockholder accounts under the Company’s Dividend Reinvestment Plan.

Response:

 The Company confirms that there are no fees
charged to participating stockholder accounts under the Company’s Dividend Reinvestment Plan.

 Risk Factors—Risks Relating to our Business
and Structure

3.
Under the risk factor captioned “Volatility or a prolonged disruption in the credit markets could materially damage our business”, please replace the use of “protracted disruption” with a plain
English equivalent.

 Response:

 As
requested, in the 497 Prospectus and subsequent filings of the prospectus, the Company will replace “protracted disruption” with “lengthy disruption”.

4.
We note the disclosure under the risk factor captioned “Holders of any preferred stock that we may issue will have the right to elect members of the board of directors and have class voting rights on certain
matters.” Please confirm that common stockholders and prospective preferred stockholders will have equal voting rights as required by Section 61(a) of the 1940 Act. In addition, please delete “changes in fundamental investment
restrictions and” from the second sentence unless the Company currently has fundamental investment restrictions and clarify that common and preferred stockholders, voting together as a single class, also could veto certain actions.

 Response:

 The Company confirms
that common stockholders and prospective preferred stockholders will have equal voting rights as required by Section 61(a) of the 1940 Act. As requested, in the 497 Prospectus and subsequent filings of the prospectus, the Company will delete
“changes in fundamental investment restrictions and” from the second sentence of the risk factor and add “in addition to any ability of common and preferred stockholders, voting together as a single class, to veto such matters”
to the end of such sentence.

 United States Securities and

    Exchange Commission

 January 12, 2015

 Page
 3

 Management’s Discussion and Analysis of Financial Condition and Results of Operations—Revenues

5.
We note the disclosure that the Company may generate income from debt obligations that are treated as having original issue discount (“OID”) under the federal income tax law (such as zero coupon bonds debt
instruments with PIK interest, debt instruments that issued with warrants, and deferred loan origination fees that are paid after origination of the loan). Accordingly, please summarize the following risks in the prospectus.

(a)
The Company must include in income each year a portion of the OID that accrues over the life of the obligation, regardless of whether cash representing such income is received by the Company in the same taxable year.
Because any OID or other amounts accrued will be included in investment company taxable income for the year of the accrual, the Company may be required to make a distribution to shareholders in order to satisfy its annual distribution requirement,
even though it will not have received any corresponding cash amount. As a result, the Company may have to sell some of its investments at times and/or at prices that would not be advantageous, raise additional debt or equity capital or forgo new
investment opportunities for this purpose.

(b)
Please disclose that the higher interest rates on OID instruments reflect the payment deferral and, in the case of loan obligations, the credit risk associated with the collectability of deferred payments.

(c)
Please disclose that even if the accounting conditions for income accrual are met, the borrower could still default when the Company’s actual collection is scheduled to occur upon maturity of the obligation.

(d)
OID securities may have unreliable valuations because their continuing accruals require continuing judgments about the collectability of the deferred payments and the value of any associated collateral.

(e)
Distributions of OID income may come from investors’ paid-in capital without having to be reported as such to the investors. For accounting purposes, any cash distributions to shareholders representing OID
income are not treated as coming from paid-in capital, even though the cash to pay them may come from the offering proceeds. Thus, despite the fact that a distribution of OID income comes from the cash invested by the shareholders,
Section 19(a) of the 1940 Act does not require that shareholders be given notice of this fact by reporting it as a return of capital.

 United States Securities and

    Exchange Commission

 January 12, 2015

 Page
 4

(f)
PIK interest has the effect of generating investment income and increasing the incentive fees at a compounding rate. In addition, the deferral of PIK interest also reduces the loan-to-value ratio at a compounding
rate.

(g)
OID securities create the risk that incentive fees will be paid to the Investment Adviser based on non-cash accruals that ultimately may not be realized, but the Investment Adviser will be under no obligation to
reimburse the Company for these fees.

 Response:

(a)
The Company respectfully submits that this item is addressed through the second paragraph under the risk factor entitled “We may have difficulty paying our required distributions if we recognize income before or
without receiving cash representing such income.”

(b)
The Company respectfully submits that it would be inaccurate to state that OID instruments necessarily have increased credit risk or that they represent a significantly higher credit risk than coupon loans. In the 497
Prospectus and subsequent filings of the prospectus, the Company, however, will include disclosure in the risk factor entitled “Our borrowers may default on their payments, which may have a materially negative effect on our financial
performance.” noting that “Our investments with a deferred interest feature, such as OID income, could represent a higher credit risk than investments that must pay interest in full in cash on a regular basis.”

(c)
The Company respectfully submits that the risk factor entitled “We may have difficulty paying our required distributions if we recognize income before or without receiving cash representing such income.”
states that it is possible that interest accrued and used in the calculation of the incentive fee may become uncollectible, which the Company believes addresses the Staff’s comment.

(d)
The Company believes that any uncertainty in valuations of privately issued securities is equally true for debt securities with OID income as for debt securities without OID income. Accordingly, the Company respectfully
submits that it would be inappropriate to single out OID income securities. The Company respectfully submits that the risk factor entitled “We invest in illiquid assets, and our valuation procedures with respect to such assets may result in
recording values that are materially different than the values we ultimately receive upon disposition of such assets.” describes the inherent uncertainty and potential fluctuations in the valuation of a majority of the Company’s
investments.

(e)
The Company does not believe there is any uncertainty regarding the source of its cash distributions at the time at which Section 19(a) notices are required to be delivered. Further, the cash to pay distributions
with respect to accruals of OID income is as likely to come from repayments on or sales of other instruments as it is to come from proceeds of an offering. Accordingly, the Company respectfully submits that it would be inaccurate to disclose
uncertainty regarding the source of cash distributions. The Company supplementally advises the Staff that it historically has delivered, and will continue to deliver, Section 19(a) notices when required.

 United States Securities and

    Exchange Commission

 January 12, 2015

 Page
 5

(f)
The Company respectfully submits that the risk factor captioned “Our incentive fee may induce the Investment Adviser to make speculative investments.” addresses the first sentence of this item. With respect to
the second sentence of this item, whether or not the deferral of PIK interest will reduce the loan-to-value of a security will depend on other factors, which primarily include the performance of the portfolio company. Accordingly, the Company
respectfully submits that it would be inaccurate to state that the deferral of PIK interest reduces the loan-to-value ratio at a compounding rate.

(g)
The Company respectfully submits that the risk factor captioned “Our incentive fee may induce the Investment Adviser to make speculative investments.” includes disclosure that addresses the Staff’s
comment in this item. Such disclosure states in relevant part: “The part of our incentive fee payable by us to PennantPark Investment Advisers that relates to net investment income is computed and paid on income that has been accrued but that
has not been received in cash. PennantPark Investment Advisers is not obligated to reimburse us for any such incentive fees even if we subsequently incur losses or never receive in cash the deferred income that was previously accrued. As a result,
there is a risk that we will pay incentive fees with respect to income that we never receive in cash.”

 Distributions

6.
Please add a column to the table showing the portion of each distribution that represents a return of capital. Alternatively, please revise the final sentence of the first paragraph to eliminate reference to returns
of capital.

 Response:

 The
Company respectfully submits that there were no returns of capital during the fiscal years ended September 30, 2013 and 2014. As requested, the Company will revise in the 497 Prospectus and subsequent filings of the prospectus the final
sentence of the first paragraph under the heading “Distributions” to eliminate reference to returns of capital.

 Investment Objectives and
Policies

7.
We note the statement that “We may also co-invest in the future on a concurrent basis with our affiliates, subject to compliance with applicable regulations and our trade allocation procedures.” Please
confirm that the Company has received exemptive relief with respect to certain joint transactions under Sections 17(d), 57(a)(4) and 57(i) of the 1940 Act.

 United States Securities and

    Exchange Commission

 January 12, 2015

 Page
 6

 Response:

The Company confirms that it has received exemptive relief with respect to certain joint transactions under Sections 17(d), 57(a)(4) and 57(i) of the 1940
Act. Reference to this exemptive relief is included in the paragraph preceding the extracted disclosure.

 Certain Relationships and
Transactions—Investment Management Agreement—Investment Advisory Fees

8.
In the first sentence, please close the parenthetical after “if any”.

 Response:

As requested, the Company will close the parenthetical in the first sentence after “if any” in the 497 Prospectus and subsequent prospectus filings.

 PennantPark Floating Rate Capital Ltd. and Subsidiary Consolidated Schedule of Investments

9.
Please provide an indication in the Consolidated Schedule of Investments of those investments that are not qualifying investments under Section 55(a) of the 1940 Act and, in a footnote, briefly explain the
significance of non-qualification.

 Response:

In the 497 Prospectus and subsequent prospectus filings, the Company will include disclosure regarding which of the Company’s investments are not
qualifying investments under Section 55(a) of the 1940 Act and the significance of such non-qualification under the section of the prospectus captioned “Portfolio Companies” stating “The investment is treated as a non-qualifying
asset under Section 55(a) of the 1940 Act. Under the 1940 Act, we may not acquire any non-qualifying asset unless, at the time the acquisition is made, qualifying assets represent at least 70% of our total assets.” In addition, in its
financial statements going forward, the Company hereby undertakes to include such information in the Consolidated Schedule of Investments.

 PART C
– OTHER INFORMATION

 Item 34. Undertakings

10.
Please provide an undertaking that the Company will not use the term “senior” to describe any debt securities that it may issue in a registered offering unless such debt securities are senior in priority to
other indebtedness of the Company.

 United States Securities and

    Exchange Commission

 January 12, 2015

 Page
 7

 Response:

The Company hereby undertakes that it will not use the term “senior” to describe any debt securities that it may issue in a registered offering
unless such debt securities are senior in priority to other indebtedness of the Company.

 * * * * * * * * * *

The Company hereby acknowledges that (i) it is responsible for the adequacy and accuracy of the disclosure in its filings with the Commission,
(ii) Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to any filing and (iii) the Company may not assert Staff comments as a defense in any proceeding
initiated by the Commission or any person under the federal securities laws of the United States.

 * * * * * * * * * *

If you have any questions, please feel free to contact the undersigned by telephone at 202.261.3352 (or by email at william.tuttle@dechert.com) or Thomas J.
Friedmann at 202.261.3313 (or by email at thomas.friedmann@dechert.com). Thank you for your cooperation and attention to this matter.

 Sincerely,

 /s/ William J. Tuttle

 William J. Tuttle

Cc:

Arthur

CORRESP
1
filename1.htm

Acceleration Letter

 PENNANTPARK FLOATING RATE CAPITAL LTD.

590 MADISON AVENUE, 15TH FLOOR

 NEW
YORK, NY 10022

 January 12, 2015

VIA EDGAR

 United States Securities and Exchange
Commission

 Division of Investment Management

 100 F Street,
N.E.

 Washington, DC 20549

 Attn: Ashley Vroman-Lee

Re:

 PennantPark Floating Rate Capital Ltd.

Registration Statement on Form N-2

 File Numbers 333-190602 and
814-00891

 Dear Commissioners:

 Pursuant
to Rule 461 under the Securities Act of 1933, as amended, PennantPark Floating Rate Capital Ltd. (the “Company”) respectfully requests acceleration of the effective date of Post-Effective Amendment No. 2 to its
Registration Statement on Form N-2 (Registration No. 333-190602) (the “Registration Statement”) so that such Registration Statement may be
declared effective on January 15, 2015, or as soon as practicable thereafter.

 We request that we be notified of such effectiveness by a telephone
call to William J. Tuttle of Dechert LLP at (202) 261-3352, and that such effectiveness also be confirmed in writing.

The Company hereby acknowledges that (i) should the Securities and Exchange Commission (the “Commission”) or the staff of the Commission
(the “Staff”), acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing; (ii) the action of the Commission or the Staff, acting
pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and (iii) the Company may not assert this action as a
defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

 Very truly yours,

PennantPark Floating Rate Capital Ltd.

By:

/s/ Aviv Efrat

Name:

Aviv Efrat

Title:

Chief Financial Officer

CORRESP
1
filename1.htm

SEC Letter

 1900 K Street, N.W.

 Washington, DC
20006

 +1 202 261 3300 Main

 +1 202 261 3333 Fax

www.dechert.com

 WILLIAM J. TUTTLE

 william.tuttle@dechert.com

 +1 202 261 3352 Direct

 +1 202 261 3009 Fax

 November 25, 2014

 VIA EDGAR

 United States Securities and Exchange Commission

Division of Investment Management

 100 F Street,
N.E.

 Washington, D.C. 20549

 Attn:
John Ganley

 Re: PennantPark Floating Rate Capital Ltd.

Ladies and Gentlemen:

 PennantPark Floating
Rate Capital Ltd., a Maryland corporation (the “Company”), has today filed with the Securities and Exchange Commission (the “Commission”) Post-Effective Amendment No. 2 to the Registration Statement on Form N-2
( Registration No. 333-190602, as amended from time to time, the “Registration Statement”), which registered an aggregate of $800,000,000 of the Company’s common stock, preferred stock, warrants representing rights to
purchase shares of its common stock, preferred stock or debt securities, subscription rights or debt securities for offering to the public by the Company from time to time in accordance with Rule 415 under the Securities Act of 1933, as amended. The
Company respectfully requests that the Staff of the Commission afford the Registration Statement selective review in accordance with Securities Act Release No. 6510 (February 15, 1984). Since the time of the effectiveness of the Registration
Statement on January 30, 2014, there have been no material changes in its investment strategy, management team or other disclosures regarding its business and associated risks. The disclosure in the Registration Statement, however, reflects
certain changes in the Company’s disclosure as updated in the Company’s most recently filed Annual Report on Form 10-K, including updated financial information for the fiscal year ended September 30, 2014.

* * * * * * * * * *

 The
Company hereby acknowledges that (i) it is responsible for the adequacy and accuracy of the disclosure in its filings with the Commission, (ii) Staff comments or changes to disclosure in response to Staff comments do not foreclose the
Commission from taking any action with respect to any filing and (iii) it may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

* * * * * * * * * *

 John Ganley

November 25, 2014

 Page
2

 If you have any questions, please feel free to contact the undersigned by telephone at 202.261.3352 (or
by email at william.tuttle@dechert.com) or Thomas J. Friedmann at 202.261.3313 (or by email at thomas.friedmann@dechert.com). Thank you for your cooperation and attention to this matter.

Sincerely,

 /s/ William J. Tuttle

William J. Tuttle

September 12, 2013
 VIA E-MAIL
 Thomas Friedmann, Esq. Dechert LLP 1900 K Street, NW Washington, DC  20006-1110
Re: PennantPark Floating Rate Capital Ltd.
File Nos. 333-190602 & 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 August 13, 2013, in  connection with 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 — Leverage (Page 2)

1. This section states that the F und expects to continue to use le verage to make investments.
Please disclose the amount of leverage the Fund exp ects to use as a percentage of net assets and
as a percentage of managed assets.  Please also disclose that the Fund cu rrently borrows from a
Credit Facility.
Fees and Expenses — Example (Page 4)

2. The example provides two lines showing the hypothetical costs of an investment, one
assuming that the Fund’s 5% retu rn is due entirely to realized capital gains.  Currently, the
captions for both lines are the same.  Please cons ider adding parentheticals to the captions to
indicate that one assumes all returns are due to realized capital gains.

GENERAL COMMENTS:

3. Where a comment is made in one location, it is applicable to a ll similar disclosure
appearing elsewhere in the registration statement.

Thomas Friedmann, Esq.
September 12, 2013 Page 2

 4. 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.  5. 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.  6. 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.
 7. 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.  8. 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
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 accelera tion are aware of their

Thomas Friedmann, Esq.
September 12, 2013 Page 3

 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,
               /s/ John M. Ganley
  John M. Ganley
Senior Counsel

CORRESP
1
filename1.htm

SEC Response Letter

 1900 K Street, NW

 Washington, DC
20006-1110

 +1 202 261 3300 Main

 +1 202 261 3333 Fax

www.dechert.com

 WILLIAM J. TUTTLE

william.tuttle@dechert.com

 +1 202 261 3352 Direct

+1 202 261 3009 Fax

 September 18, 2013

VIA EDGAR

 United States Securities and Exchange
Commission

 Division of Investment Management

 100 F Street,
N.E.

 Washington, DC 20549

 Attn: John M. Ganley

Re:
PennantPark Floating Rate Capital Ltd.

Registration Statement on Form N-2

File Numbers 333-190602; 814-00891

 Ladies and Gentlemen:

PennantPark Floating Rate Capital Ltd., a Maryland corporation (the “Fund”), has today filed with the Securities and Exchange Commission (the
“Commission”) Pre-effective Amendment No. 1 (“Amendment No. 1”) to its Registration Statement on Form N-2 (Registration No. 333-190602) (the “Registration Statement” and the
prospectus contained therein, the “Prospectus”). On behalf of the Fund, we hereby respond to the comments raised by the staff (the “Staff”) of the Securities and Exchange Commission (the
“Commission”) in the letter dated September 12, 2013 from John M. Ganley, Senior Counsel, to Thomas J. Friedmann of Dechert LLP, outside counsel to the Fund. For your convenience, a transcription of the comments provided by the
Staff of the Commission to the Fund regarding the Registration Statement is included in this letter, and each question or comment is followed by the applicable response. We will also provide to you under separate cover courtesy copies of Amendment
No. 1, as filed and marked to show the changes from the Registration Statement initially filed on August 13, 2013. Capitalized terms not defined herein shall have the meanings set forth in the Registration Statement.

PROSPECTUS

 Prospectus Summary — Leverage
(Page 2)

1.
This section states that the Fund expects to continue to use leverage to make investments. Please disclose the amount of leverage the Fund expects to use as a percentage of net assets and as a percentage of managed
assets. Please also disclose that the Fund currently borrows from a Credit Facility.

 Response:

As requested, the Company has revised the disclosure under the heading “Prospectus Summary—Leverage” to disclose the amount of leverage the Fund
expects to use as a percentage of net assets and as a percentage of managed assets and that the Fund currently borrows under the Credit Facility.

 United States Securities and Exchange Commission

September 18, 2013

  Page
 2

 Fees and Expenses — Example (Page 4)

2.
The example provides two lines showing the hypothetical costs of an investment, one assuming that the Fund’s 5% return is due entirely to realized capital gains. Currently, the captions for both lines are the
same. Please consider adding parentheticals to the captions to indicate that one assumes all returns are due to realized capital gains.

Response:

 As requested, the Fund has revised the example
to the fees and expenses table to include parentheticals to the captions to indicate that one assumes all returns are due to realized capital gains.

GENERAL COMMENTS

3.
Where a comment is made in one location, it is applicable to all similar disclosure appearing elsewhere in the registration statement.

Response:

 The Fund acknowledges the Staff’s comment
and has made conforming changes throughout the Registration Statement where appropriate.

4.
We note that portions of the filing are incomplete. 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 information
supplied supplementally, or on exhibits added in any pre-effective amendments.

 Response:

The Fund respectfully submits that Amendment No. 1 is complete with the exception of the stockholder transaction fee information in the Fees and Expenses
table and other information that may be omitted under the Securities Act because it is dependent on the public offering price of any offering of securities under the Registration Statement.

5.
If you intend to omit certain information from the form of prospectus included with the registration statement that is declared effective in reliance on Rule 430A under the Securities Act of 1933 (“Securities
Act”), please identify the omitted information to us supplementally, preferably before filing the final pre-effective amendment.

 United States Securities and Exchange Commission

September 18, 2013

  Page
 3

 Response:

The Fund respectfully submits that it does not intend to omit information from the form of prospectus in reliance on Rule 430A under the Securities Act.
Rather, the Fund supplementally advises the Staff that, in accordance with its undertaking pursuant to Item 34.4 of Form N-2 and Rule 430C under the Securities Act, it expects that information related to any offering of securities under the
Registration Statement will be contained in a prospectus supplement that will be filed, together with the accompanying prospectus, in accordance with Rule 497 of the Securities Act (and deemed to be part of and included in the Registration Statement
on the date it is first used after effectiveness).

6.
Please advise us if you have submitted or expect to submit an exemptive application or no-action request in connection with your registration statement.

Response:

 The Fund supplementally informs the Staff that,
although no exemptive or no-action relief has been requested with respect to the Registration Statement, the Fund has an exemptive application under review with the Staff regarding a co-investment program.

7.
Response to this letter should be in the form of a pre-effective 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 and briefly state the basis for your position.

 Response:

The Fund acknowledges the Staff’s comment.

8.
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 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.

Response:

 The Fund acknowledges the Staff’s comment
and advises that Staff that all persons who are responsible for the accuracy and adequacy of the disclosure in the Fund’s filings with the Commission have confirmed that the Registration Statement provides all information investors require for
an informed decision.

 * * * * * * * * * *

 United States Securities and Exchange Commission

September 18, 2013

  Page
 4

 The Fund hereby acknowledges that (i) it is responsible for the adequacy and accuracy of the disclosure
in its filings with the Commission, (ii) Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to any filing and (iii) the Fund may not assert Staff
comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

* * * * * * * * * *

 If you have any questions,
please feel free to contact the undersigned by telephone at 202.261.3352 (or by facsimile at 202.261.3333) or Thomas J. Friedmann by telephone at 202.261.3313 (or by facsimile at 202.261.3333). Thank you for your cooperation and attention to this
matter.

 Sincerely,

 /s/ William J. Tuttle

 William J. Tuttle

Cc:
Arthur H. Penn, PennantPark Floating Rate Capital Ltd.

Aviv Efrat, PennantPark Floating Rate Capital Ltd.

CORRESP
1
filename1.htm

Acceleration Request

 PENNANTPARK FLOATING RATE CAPITAL LTD.

590 MADISON AVENUE, 15TH FLOOR

 NEW
YORK, NY 10022

 September 18, 2013

 VIA
EDGAR

 United States Securities and Exchange Commission

Division of Investment Management

 100 F Street, N.E.

Washington, DC 20549

 Attn: John M. Ganley

Re:
PennantPark Floating Rate Capital Ltd.

Registration Statement on Form N-2

File Numbers 333-190602; 814-00891

 Dear Commissioners:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, PennantPark Floating Rate Capital Ltd. (the “Company”) respectfully requests
acceleration of the effective date of Pre-Effective Amendment No. 1 to its Registration Statement on Form N-2 (Registration No. 333-190602) (the “Registration Statement) so that such Registration Statement may be declared effective on
Friday, September 20, 2013, or as soon as practicable thereafter.

 We request that we be notified of such effectiveness by a telephone call to
William J. Tuttle of Dechert LLP at (202) 261-3352, and that such effectiveness also be confirmed in writing.

 The Company hereby acknowledges that
(i) should the Securities and Exchange Commission (the “Commission”) or the staff of the Commission (the “Staff”), acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission
from taking any action with respect to the filing; (ii) the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the
adequacy and accuracy of the disclosure in the filing; and (iii) the Company may not assert this action as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Very truly yours,

PennantPark Floating Rate Capital Ltd.

By:

 /s/ Aviv Efrat

Name:

Aviv Efrat

Title:

Chief Financial Officer

CORRESP
1
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

 Page
 2

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

 Page
 3

 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

 Page
 4

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

 Page
 5

 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

 Page
 6

 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

 Page
 7

 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

 United States Securities and

 Exchange Commission

 August 7, 2013

 Page
 8

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

 Page
 9

 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

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

CORRESP
1
filename1.htm

Acceleration Request

 PENNANTPARK FLOATING RATE CAPITAL LTD.

590 MADISON AVENUE, 15TH FLOOR

 NEW YORK, NY 10022

Via EDGAR

July 25, 2012

 United States Securities and Exchange Commission

 Division of Investment Management

 100 F Street, N.E.

Washington, D.C. 20549

 Attn: John M. Ganley

Re:
PennantPark Floating Rate Capital Ltd.

 Registration Statement on Form N-2 (File Nos. 333-180084 and 814-00891)

 Dear Commissioners:

 Pursuant to Rule 461 under the Securities Act of 1933, as amended, PennantPark Floating Rate Capital Ltd. (the “Company”)
respectfully requests acceleration of the effective date of Pre-Effective Amendment No. 2 to its Registration Statement on Form N-2 (File Nos. 333-180084; 814-00891) so that such Registration Statement may be declared effective on Wednesday,
July 25, 2012, or as soon as practicable thereafter.

 We request that we be notified of such effectiveness by a telephone call to William
J. Tuttle of Dechert LLP at (202) 261-3352, and that such effectiveness also be confirmed in writing.

 The Company hereby acknowledges
that (i) should the Securities and Exchange Commission (the “Commission”) or the staff (the “Staff”), acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any
action with respect to the filing; (ii) the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and
accuracy of the disclosure in the filing; and (iii) the Company may not assert this action as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

 Very truly yours,

PennantPark Floating Rate Capital Ltd.

By:

/s/ Aviv Efrat

 Name:   Aviv Efrat

Title:     Chief Financial Officer

CORRESP
1
filename1.htm

Acceleration Request

 PENNANTPARK FLOATING RATE CAPITAL LTD.

590 MADISON AVENUE, 15TH FLOOR

 NEW YORK, NY 10022

Via EDGAR

July 3, 2012

 United States Securities and Exchange Commission

 Division of Investment Management

 100 F Street, N.E.

Washington, D.C. 20549

 Attn: John M. Ganley

Re:
PennantPark Floating Rate Capital Ltd.

 Registration Statement on Form N-2 (File Nos. 333-180084 and 814-00891)

 Dear Commissioners:

 Pursuant to Rule 461 under the Securities Act of 1933, as amended, PennantPark Floating Rate Capital Ltd. (the “Company”)
respectfully requests acceleration of the effective date of Pre-Effective Amendment No. 1 to its Registration Statement on Form N-2 (File Nos. 333-180084; 814-00891) so that such Registration Statement may be declared effective on Friday,
July 6, 2012, or as soon as practicable thereafter.

 We request that we be notified of such effectiveness by a telephone call to William
J. Tuttle of Dechert LLP at (202) 261-3352, and that such effectiveness also be confirmed in writing.

 The Company hereby acknowledges
that (i) should the Securities and Exchange Commission (the “Commission”) or the staff (the “Staff”), acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any
action with respect to the filing; (ii) the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and
accuracy of the disclosure in the filing; and (iii) the Company may not assert this action as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

 Very truly yours,

PennantPark Floating Rate Capital Ltd.

By:

/s/ Aviv Efrat

 Name:   Aviv Efrat

Title:     Chief Financial Officer

CORRESP
1
filename1.htm

Response Letter

 1775 I Street, N.W.

Washington, DC 20006-2401

 +1 202 261 3300
Main

 +1 202 261 3333 Fax

www.dechert.com

 WILLIAM J. TUTTLE

 william.tuttle@dechert.com

 +1 202 261 3352 Direct

 +1 202 261 3009 Fax

July 3, 2012

 VIA EDGAR

 United States Securities and Exchange Commission

Division of Investment Management

 100 F Street,
N.E.

 Washington, DC 20549

 Attn: John
Ganley

Re:    PennantPark Floating Rate Capital Ltd.

 Registration Statement on Form N-2

 File Numbers 333-180084 and 814-00891

 Ladies and Gentlemen:

 On behalf of PennantPark Floating Rate Capital Ltd., a Maryland
corporation (the “Company”), we hereby respond to the comments raised by the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) pursuant to a telephone call on
May 30, 2012 and subsequent discussions between Mr. Ganley and Thomas Friedmann and William Tuttle of Dechert LLP, outside counsel to the Company, regarding Amendment No. 1 (“Amendment No. 1”) to the
Company’s Registration Statement on Form N-2 (Registration No. 333-180084) (the “Registration Statement”) and the prospectus included therein. For your convenience, a transcription of the Staff’s comments is included
in this letter, and each comment is followed by the applicable response. Capitalized terms used in this letter and not otherwise defined herein shall have the meanings specified in the Registration Statement.

1.      We do not believe it is appropriate to treat money market funds as
floating rate instruments for purposes of assessing the Company’s compliance with Rule 35d-1 under the 1940 Act. Please eliminate reference to money market funds in the description of floating rate instruments and confirm that money market
funds will not be treated as floating rate instruments for purposes of assessing the Company’s compliance with Rule 35d-1 under the 1940 Act.

 Response:

 The Company confirms that it will not treat money market funds as
floating rate instruments for purposes of assessing the Company’s compliance with Rule 35d-1 under the 1940 Act. As requested, the Company will eliminate from its disclosure in any post-effective amendment to the Registration Statement, in any
new registration statement on Form N-2, in any prospectus

 US
Austin   Boston   Charlotte   Hartford   Los Angeles   New York   Orange County   Philadelphia   Princeton   San Francisco   Silicon
Valley   Washington DC   EUROPE   Brussels   Dublin   Frankfurt   London   Luxembourg   Moscow   Munich   Paris   ASIA
Beijing   Hong Kong

 John Ganley

 July 3,
2012

  Page
 2

supplement and, to the extent applicable, in any report with the Commission under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) any reference
to money market funds in the description of floating rate instruments.

2.      Please provide us with examples of the types of variable rate derivative
instruments in which the Company may invest and confirm that the Company will value such variable rate derivative instruments in a manner consistent with applicable Staff guidance.

 Response:

 The Company believes that futures, hedging and swap contracts,
including currency futures contracts, interest rate swaps and total return swaps, are types of variable rate derivative instruments in which it may invest. The Company hereby confirms that it will value such variable rate derivative instruments in a
manner consistent with applicable Staff guidance.

3.      Under the heading “Price Range of Common Stock,” please revise
the numbers in the columns entitled “Discount of High Sales Price to NAV” and “Discount of Low Sales Price to NAV” to include either minus signs or parentheses around the numbers.

 Response:

 As requested, the Company will include in its disclosure in any
post-effective amendment to the Registration Statement, in any new registration statement on Form N-2 and in any prospectus supplement in the columns entitled “Discount of High Sales Price to NAV” and “Discount of Low Sales Price to
NAV” under the heading “Price Range of Common Stock” and, to the extent applicable, in any report filed with the Commission under the Exchange Act, either minus signs or parentheses around the numbers.

4.      Please include under the heading “Certain Relationships and
Transactions — Investment Management Agreement — Investment Advisory Agreement” the example of how the average adjusted gross assets is calculated as set forth in your response letter dated May 9,
2012.

 Response:

 As requested, the Company will include in its disclosure in any
post-effective amendment to the Registration Statement, in any new registration statement on Form N-2 and in any prospectus supplement under the heading “Certain Relationships and Transactions — Investment Management Agreement —
Investment Advisory Agreement” and, to the extent applicable, in any report filed with the Commission under the Exchange Act, the example of how the average adjusted gross assets is calculated as set forth in our response letter dated
May 9, 2012.

 * * * * * * * * *
*

 John Ganley

 July 3,
2012

  Page
 3

The Company hereby acknowledges that (i) it is responsible for the adequacy and accuracy of the disclosure in its filings with the Commission, (ii) Staff comments or
changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to any filing and (iii) the Company may not assert Staff comments as a defense in any proceeding initiated by the Commission
or any person under the federal securities laws of the United States.

 * * * * * * * * *
*

 If you have any questions, please feel free to contact the
undersigned by telephone at 202.261.3352 (or by facsimile at 202.261.3333) or Thomas J. Friedmann at 202.261.3313 (or by facsimile at 202.261.3333). Thank you for your cooperation and attention to this matter.

 Sincerely,

 /s/ William J.
Tuttle

 William J.
Tuttle

Cc:    Arthur H. Penn, PennantPark Floating Rate Capital Ltd.

 Aviv Efrat, PennantPark Floating Rate Capital Ltd.

 Thomas J. Friedmann, Dechert LLP

 17276933

CORRESP
1
filename1.htm

		2012 Proxy Comment Correspondance

 1775 I Street, N.W.

Washington, DC  20006-2401

+1 202 261 3300 Main

+1 202 261 3333 Fax

 THOMAS J. FRIEDMANN

 thomas.friedmann@dechert.com

 +1 202 261 3313 Main

 +1 202 261 3016 Fax

December 7, 2011

VIA EDGAR

United States Securities and Exchange Commission

Division of Investment Management

100 F Street, N.E.

Washington, D.C. 20549

Attn: John Ganley

Re:

 PennantPark Investment Corporation and PennantPark Floating Rate Capital Ltd.

 Preliminary Proxy Statement

 File Numbers 814-00736, 814-00891

Ladies and Gentlemen:

PennantPark Investment Corporation, a Maryland corporation, and PennantPark Floating Rate Capital Ltd., a Maryland corporation (together, the “Companies”), have today filed with the Securities and Exchange Commission (the “Commission”) a Definitive Proxy Statement on Schedule 14A (the “Definitive Proxy Statement”) for a special meeting of stockholders to be held on February 7, 2012.  On behalf of the Companies, we hereby respond to the comments raised by the staff (the “Staff”) of the Commission pursuant to telephone conversations with John Ganley of the Staff and Thomas Friedmann and William Tuttle of Dechert LLP, outside counsel to the Companies.  For your convenience, a transcription of the Staff's comments is included in this letter, and each comment is followed by the applicable response.

1.

 Please explain why the Companies are proposing to obtain stockholder approval for sales of their common stock at a price below current net asset value at a special meeting, rather than an annual meeting, of stockholders.

Response:

Section 63(2) of the Investment Company Act of 1940, as amended (the “1940 Act”), provides that a proposal by a business development company to sell its common stock at a price below current net asset value must receive the affirmative vote of a majority of the outstanding voting securities of such business development company and the holders of a majority of such company's outstanding voting securities that are not affiliated persons.  For purposes of the 1940 Act, the vote of a majority of the outstanding voting securities of a company requires either (a) 67% of the voting securities present at an annual or special meeting (if more than 50% of the outstanding voting securities of such company are present or represented by proxy) or (b) more than 50% of the outstanding voting securities of such company, whichever is less.  For purposes of this computation, broker non-votes are considered present and can help to achieve the requirement that more than 50% of the

US  Austin  Boston  Charlotte  Hartford  New York  Orange County  Philadelphia  Princeton  San Francisco  Silicon Valley  Washington DC

EUROPE  Brussels  London  Luxembourg  Moscow  Munich  Paris  ASIA  Beijing  Hong Kong

 John Ganley

December 7, 2011

Page 2

voting securities of a company are present in (a) above.  However, broker non-votes are treated as negative votes for purposes of tabulating votes toward meeting the 67% requirement in (a) above.

The agenda for the Companies' annual meetings includes seeking ratification of the independent registered public accounting firm.  This proposal is considered a routine matter for purposes of New York Stock Exchange Rule 452 and, accordingly, is a matter on which brokers may exercise discretionary voting authority with respect to shares over which the holders have not provided voting instructions.  Because of the potential for the Companies to receive a large number of broker non-votes on this routine matter at their annual meetings, which will be considered present at the meeting, the Companies are concerned that the required 67% of affirmative votes for passage of the proposal related to the issuance of shares at a price below net asset value may not be obtained despite expected widespread approval by stockholders voting on such proposal.  Accordingly, the Companies are convening the special meetings at which there will be no routine matters on the agenda for which broker discretionary voting is permitted.  Therefore, it is anticipated that no broker non-votes will be present at the special meetings, permitting stockholders actually voting on the proposal to determine whether it is approved, provided more than 50% of the outstanding voting securities of a Company are present at the meeting.  We note that this approach is consistent with the approach described in the no-action letter issued to Kohlberg Capital Corporation on March 12, 2009.

2.

 Please include in the Definitive Proxy Statement all of the examples of the dilutive effect the issuance of shares below net asset value that are included in the Registration Statement on Form N-2 of PennantPark Investment Corporation declared effective by the Commission on September 7, 2011.

Response:

As requested, the Companies have included in the Definitive Proxy Statement all of the examples of the dilutive effect of the issuance of shares below net asset value that are included in the Registration Statement on Form N-2 of PennantPark Investment Corporation, which was declared effective by the Commission on September 7, 2011.

* * * * * * * * * *

Each Company hereby acknowledges that (i) it is responsible for the adequacy and accuracy of the disclosure in its filings with the Commission, (ii) Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to any filing and (iii) it may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

* * * * * * * * * *

If you have any questions, please feel free to contact the undersigned by telephone at 202.261.3313 (or by facsimile at 202.261.3333) or William J. Tuttle at 202.261.3352 (or by facsimile at 202.261.3333).  Thank you for your cooperation and attention to this matter.

Sincerely,

/s/ Thomas J. Friedmann

Thomas J. Friedmann

US  Austin  Boston  Charlotte  Hartford  New York  Orange County  Philadelphia  Princeton  San Francisco  Silicon Valley  Washington DC

EUROPE  Brussels  London  Luxembourg  Moscow  Munich  Paris  ASIA  Beijing  Hong Kong

CORRESP
1
filename1.htm

Correspondence Letter

 1775 I Street, N.W.

 Washington, DC 20006-2401

 +1 202 261 3300 Main

 +1 202 261 3333 Fax

 www.dechert.com

 THOMAS FRIEDMANN

thomas.friedmann@dechert.com

 +1 202 261 3313 Direct

+1 202 261 3016 Fax

 April 8, 2011

 Securities and
Exchange Commission

 100 F Street, N.E.

Washington, DC 20549

 Re: PennantPark Floating Rate Capital Ltd., Registration Statement on Form N-2

 File Nos.
333-170243 and 811-22489 (the “Registration Statement”)

 Dear
Mr. Ganley:

 This letter is being submitted on
behalf of PennantPark Floating Rate Capital Ltd. (the “Company”) in connection with Pre-Effective Amendment No. 7 (“Amendment 7”) to the Company’s Registration Statement in order to address whether there is a need for
the Company to recirculate a preliminary prospectus to prospective investors in its initial public offering.

This Amendment 7 relates to 6,700,000 shares of common stock, par value $0.001 (the “Common Stock”), rather than 10,000,000
shares of Common Stock. Pre-Effective Amendment No. 4 to the Company’s Registration Statement dated March 31, 2011 (“Amendment 4”), which included the preliminary prospectus used for marketing purposes, had contemplated an
offering of 10,000,000 shares. The Company does not consider this change in the size of the offering to be material because it does not materially change the disclosure contained in Amendment 4. In particular, the change in offering size will not
change the Company’s proposed use of proceeds, the description of the Company’s business or management’s discussion and analysis of the Company’s business. Furthermore, the underwriters have agreed to reimburse the Company for a
portion of the Company’s offering expenses such that the amount of offering expenses as a percentage of the total offering size will remain the same.

Nevertheless, to prevent investors from investing unknowingly in a fund smaller than they had expected, the Company and the
underwriters hereby commit to you to transmit to each investor via email prior to confirming any sales, copies of (1) Amendment 7 and (2) a 497 AD pricing information term sheet, each as an attachment in PDF format. The email will state that the
fees associated with an investment in the Company have increased as a result of the reduction in offering size. We believe that providing investors with this information will be sufficient to apprise investors of the changed offering size and the
consequences of that change, eliminating the need for the protracted recirculation of physical prospectuses.

US Austin Boston Charlotte Hartford New York Orange County Philadelphia Princeton San Francisco Silicon Valley Washington DC

EUROPE Brussels Dublin London Luxembourg Moscow Munich Paris ASIA Beijing Hong Kong

 SEC Registration Statement on Form N-2

 April 8, 2011

 Page 2

 In light of the immaterial impact on the information contained in the preliminary prospectus, and after discussions with the representatives of the Company and the underwriters’ legal counsel, we
have concluded (and the underwriters’ legal counsel and the Company agree) that recirculation of a printed preliminary prospectus is unnecessary in this instance.

Should you have any questions or comments with respect to this filing, please call me at (202) 261-3313.

Sincerely,

 /s/ Thomas
Friedmann

CORRESP
1
filename1.htm

Company Acceleration Request

 PENNANTPARK FLOATING RATE CAPITAL LTD.

590 MADISON AVENUE, 15TH FLOOR

 NEW YORK, NY 10022

 April 7, 2011

VIA EDGAR

 Securities and Exchange Commission

 100 F Street, N.E.

 Washington, DC
20549

 Attention: John M. Ganley

Re:
PennantPark Floating Rate Capital Ltd.

 Registration Statement on Form N-2 (File Nos. 333-170243 and 811-22489)

 Dear Commissioners:

 Pursuant to Rule 461 under the Securities Act of 1933, as amended, PennantPark Floating Rate Capital Ltd. (the “Company”)
respectfully requests acceleration of the effective date of its Registration Statement on Form N-2 (File Nos. 333-170243 and 811-22489) (the “Registration Statement”) so that such Registration Statement may be declared effective at 8:00
a.m. (Eastern Standard Time) on Friday, April 8, 2011, or as soon as practicable thereafter.

 We request that we be notified of such
effectiveness by a telephone call to Thomas J. Friedmann of Dechert LLP at (202) 261-3313, and that such effectiveness also be confirmed in writing.

 The Company hereby acknowledges that (i) should the Securities and Exchange Commission (the “Commission”) or the staff of the Commission (the “Staff”), acting pursuant to
delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing; (ii) the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the
filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and (iii) the Company may not assert this action as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the United States.

Very truly yours,

PennantPark Floating Rate Capital Ltd.

By:

 /s/ Aviv Efrat

Name:

Aviv Efrat

Title:

Chief Financial Officer

CORRESP
1
filename1.htm

Company Acceleration Request

 PENNANTPARK FLOATING RATE CAPITAL LTD.

590 MADISON AVENUE, 15TH FLOOR

 NEW YORK, NY 10022

 April 5, 2011

VIA EDGAR

 Securities and Exchange Commission

 100 F Street, N.E.

 Washington, DC
20549

 Attention: John M. Ganley

Re:
PennantPark Floating Rate Capital Ltd.

 Registration Statement on Form N-2 (File Nos. 333-170243 and 811-22489)

 Dear Commissioners:

 Pursuant to Rule 461 under the Securities Act of 1933, as amended, PennantPark Floating Rate Capital Ltd. (the “Company”)
respectfully requests acceleration of the effective date of its Registration Statement on Form N-2 (File Nos. 333-170243 and 811-22489) (the “Registration Statement”) so that such Registration Statement may be declared effective at 2:00
p.m. (Eastern Standard Time) on Thursday, April 7, 2011, or as soon as practicable thereafter.

 We request that we be notified of such
effectiveness by a telephone call to Thomas J. Friedmann of Dechert LLP at (202) 261-3313, and that such effectiveness also be confirmed in writing.

 The Company hereby acknowledges that (i) should the Securities and Exchange Commission (the “Commission”) or the staff of the Commission (the “Staff”), acting pursuant to
delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing; (ii) the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the
filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and (iii) the Company may not assert this action as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the United States.

Very truly yours,

PennantPark Floating Rate Capital Ltd.

By:

 /s/ Aviv Efrat

Name:

Aviv Efrat

Title:

Chief Financial Officer

CORRESP
1
filename1.htm

SEC Response Letter

 THOMAS FRIEDMANN

thomas.friedmann@dechert.com

 +1 202 261 3313 Direct

 +1 202 261 3016 Fax

March 31, 2011

 VIA EDGAR

 John M. Ganley

 Senior Counsel

 Division of Investment Management

Securities and Exchange Commission

 100 F
Street, N.E.

 Washington, DC 20549

Re:
PennantPark Floating Rate Capital Ltd. (the “Company”)

Registration Statement on Form N-2—File Nos. 333-170243 and 811-22489

 Dear Mr. Ganley:

 Thank you for your comments on March 30, 2011,
regarding Pre-Effective Amendment No. 3 to the Company’s Registration Statement on Form N-2 (Registration Nos. 333-170243 and 811-22489; “PEA 3”) filed with the Securities and Exchange Commission (the
“Commission”) on March 29, 2011. We describe below the changes that we intend to make in response to your comments in Pre-Effective Amendment No. 4 (“PEA 4”) to the Registration Statement that the Company
expects to file on March 31, 2011. For your convenience, your comments are numbered and presented in italicized text below, and each comment is followed by our proposed response. We will also provide you under separate cover courtesy copies of
PEA 4 as-filed and marked to reflect the changes from PEA 3.

 1. Please discuss whether the agreement of PennantPark Investment Advisers
LLC (the “Investment Adviser”) to pay to the underwriters an additional 2% sales load, or $3,000,000 ($3,450,000 if the underwriters exercise their overallotment option in full) in the aggregate, with respect to this offering of
shares of the Company’s common stock is an impermissible joint transaction with an affiliate under the joint transaction provisions of the Investment Company Act of 1940 (the “1940 Act”).

We have reviewed the provisions of Section 57(d) of the 1940 Act, which regulates joint transactions involving a business
development company (“BDC”), such as the Company, and certain of its affiliates. Specifically, Section 57(d) makes it unlawful for an affiliate of a BDC “[k]nowingly to effect any transaction in which such [BDC] is a joint and
several participant in contravention of such rules and regulations as the Commission may prescribe for the purposes of

 John M. Ganley

 March 31,
2011

  Page
 2

limiting or preventing participation by such [BDC] . . . on a basis less advantageous than that of such affiliated person.”

As disclosed in PEA 4, the Investment Adviser has agreed to pay the underwriters an additional 2% sales load, or $3,000,000 ($3,450,000
if the underwriters exercise their overallotment option in full), with respect to this offering of shares of the Company’s common stock (the “Additional Sales Load”). Under the terms of a proposed agreement between the Company and the
Investment Adviser (the “Additional Sales Load Agreement”), the Company has agreed to repay to the Investment Adviser the amount of such Additional Sales Load in cash if, during any four consecutive calendar quarters during the period from
the closing of this offering through the fourth anniversary of the closing of this offering, the Company’s Pre-Incentive Net Investment Income surpasses the Hurdle (as such terms are defined in the Registration Statement). We have updated the
disclosure in PEA 4 to reflect that this contingent repayment obligation will not bear interest at any time.

 We respectfully
submit that these arrangements are not prohibited under the 1940 Act and are fully consistent with the policy and purpose of the 1940 Act to protect shareholders. Under Section 57 of the 1940 Act, it is unlawful for an affiliate of a business
development company, acting as principal, “knowingly to borrow money or other property from such business development company.” However, Section 57 does not prohibit the Investment Adviser and the Company from entering into an agreement
whereby the Company will have a contingent obligation to repay the Investment Adviser the Additional Sales Load. In addition, we believe that the Investment Adviser’s agreement to pay the Additional Sales Load to the underwriters, taken
together with the Additional Sales Load Agreement between it and the Company does not constitute a joint transaction for purposes of Sections 57 or 17(d) of the 1940 Act. It is well recognized that not every transaction or investment that involves
both an investment company and its investment adviser should be considered a prohibited joint transaction. Rather, before a transaction can be considered “joint,” there must be some benefit to, or sharing of the profits from, the venture
from the standpoint of the investment adviser. In this case, the agreements related to the Additional Sales Load, eliminate entirely any possibility that the Investment Adviser will benefit or profit from such arrangement. In fact, the best the
Investment Adviser can hope for is the repayment without interest of amounts it paid to facilitate an offering that benefits the Company and its stockholders. Repayment, if any, of such Additional Sales Load by the Company to the Investment Advisor
under the terms of such agreement would constitute, at best, a repayment of an expense paid by the Investment Adviser, analogous to a return of capital, with no profit in the form of interest or otherwise to the Investment Adviser. Indeed, under
this arrangement, the Investment Adviser will bear a significant cost due to the lost time value of the Additional Sales Load and a significant risk that such amount may never be repaid by the Company under the terms of such agreement.

It is also worth noting that the context of this arrangement is not neutral from the perspective of the Company and, in fact, constitutes
a boon to the Company and, indirectly, its stockholders. The Company will benefit from the initial payment of the Additional Sales Load by

 John M. Ganley

 March 31,
2011

  Page
 3

the Investment Adviser in terms of reduced upfront expenses which the Company would otherwise be required to pay to the underwriters. We would also note that the Investment Adviser’s payment
of the Additional Sales Load will enable the Company to garner a larger pool of assets in this offering that it may invest immediately, which is likely to have the effect of increasing returns to investors, because to the extent the Company has
positive performance, such performance will be on a larger pool of assets.

 The Company and the Investment Adviser intend to
enter into the Additional Sales Load Agreement prior to the effectiveness of the Registration Statement.

 2. Please state whether the
agreement of the Investment Adviser to pay to the underwriters an additional 2% sales load, or $3,000,000 ($3,450,000 if the underwriters exercise their overallotment option in full) in the aggregate, with respect to this offering of shares of the
Company’s common stock violates the rules promulgated by the Financial Industry Regulatory Authority (“FINRA”).

 We have reviewed the FINRA rules related to the compensation to underwriters and believe that the Additional Sales Load arrangements do not violate any FINRA rule. As you are aware, this filing is
currently being reviewed by FINRA as part of the offering, and FINRA will have issued a “no-objections” opinion on the underwriting terms and arrangements prior to the effectiveness of the registration statement.

3. Please state whether the Company intends to treat its contingent obligation under the Additional Sales Load Agreement as a senior security for
purposes of determining its compliance with the asset coverage test under the 1940 Act.

 We believe that the
Company’s agreement in connection with the Additional Sales Load is and should be treated by the Company as a senior security under the 1940 Act. For as long as the Additional Sales Load Agreement remains in place, the Company will have an
unrecorded contingent obligation to repay the Investment Adviser the Additional Sales Load amount, and the Company will include such contingent obligation for purposes of calculating its compliance with the asset coverage test under the 1940 Act.

 4. You have asked us to confirm that the numbers used in the Expense Example table in the “Fees and Expenses” section of PEA
3 are correct.

 We have reviewed our calculations and confirm that these numbers are correct and consistent with the
assumptions stated in the paragraph immediately preceding the Expense Example Table. We note that, as stated in PEA 3, these calculations assume a 5% sales load, which is consistent with the sales load that will be ultimately be paid by the
stockholders in the offering.

 John M. Ganley

 March 31,
2011

  Page
 4

However, after further discussions with you we have revised the Fee Table, Expense Example Table and the accompanying disclosure to reflect a sales load of 7%.

In addition, to provide clarity for investors, we have added disclosure in PEA 4 in the paragraph immediately following the Expense
Example table which states; “In addition, we may be obligated in the future to repay the additional sales load paid by the Investment Adviser. See “Obligations and Indebtedness” for more information. Because we may be required to
repay this additional sales load in the future, the example assumes inclusion of the sales load of 7.00% in the first year and reinvestment of all dividends and other distributions at net asset value.”

5. The Consent of Independent Registered Public Accounting Firm, Exhibit (n), is not dated within 5 days of the date of PEA 3.

As requested, we have confirmed that the Consent of the Independent Registered Public Accounting Firm filed as Exhibit (n) to PEA 3
via EDGAR was dated March 28, 2011, and we are providing a signed copy of such consent to you supplementally.

 * * * * * *
*

 If you have any further comments, or if you require additional information, please do not hesitate to contact me at
(202) 261-3313 or David Harris at (202) 261-3385.

 Sincerely,

 /s/ Thomas J. Friedmann

Cc:
Arthur Penn

Aviv Efrat

    PennantPark Floating Rate Capital Ltd.

David J. Harris

    Dechert LLP

[SEC Letterhead]

December 1, 2010

Thomas Friedmann, Esq.
Dechert LLP 1775 I Street, NW Washington, DC  20006-2401
Re: PennantPark Senior Floating Rate Fund Inc.
File Nos. 333-170243 & 811-22489
Dear Mr. Friedman:
We have reviewed the registration statemen t for PennantPark Senior Floating Rate Fund
Inc. (the “Fund”) filed on Fo rm N-2 on November 1, 2010, in conn ection with the registration of
its common stock.  Based on our review of the re gistration statement, we have the following
comments.  The captions we use below correspond to the captions the Fund uses in its registration statement.

PROSPECTUS
:
 Cover Page
1. The first sentence of the third paragraph st ates that under normal market conditions, at
least 80% of the Fund’s Managed Assets will be invested in Senior Loan s and investments with
similar economic characteristics.  Since the Fund  has senior floating ra te in its name, please
revise this section to state that  the Fund will invest 80% of its “assets” in senior “floating rate”
securities.  See
 Rule 35d-1 under the Invest ment Company Act of 1940.
 2. The fifth sentence of the third paragraph st ates that securities rated below investment
grade are often referred to as “leveraged loans” or  “high yield” securities.  Please also disclose in
this sentence that securities ra ted below investment grade are also  frequently referred to as “junk
bonds.”  See
 Letter from Carolyn B. Lewis to  Investment Company Institute
(February 23, 1990).

Thomas Friedmann, Esq.
December 1, 2010
Page 2

Prospectus Summary – Investment Strategies (Page 1)

3. The last paragraph on page 2 st ates that the Fund may invest  in a variety of derivative
instruments, including synthetic co llateralized loan obligations or collateralized debt obligations,
options, futures contracts, options on futures c ontracts, options on forw ard contracts, credit-
linked notes, commodity-linked notes, single-name credit default swaps, single-name loan credit
default swaps and total return swaps.  Please cons ider the staff observations set forth in the letter
from Barry D. Miller, Associate Director, Office of Legal and Disclosure, to Karrie McMillan, General Counsel, Investment Compa ny Institute dated July 30, 2010.  See

http://www.sec.gov/divisions/i nvestment/guidance/ici073010.pdf .

Prospectus Summary – Leverage (Page 5)

4. This section explains that the Fund ma y use leverage in an amount up to 33 ⅓% of its
Managed Assets.  Please also express the amount  of leverage in terms of the amount of net
assets.
Prospectus Summary – Risk Factors — Genera l Risks Associated with Derivatives (Page
10)

5. The first bullet of this section describes cred it risk as the risk th at a counterparty in a
derivative transaction will be una ble to honor its financial obliga tion to the Fund.  Please inform
us whether the Fund will have any limits on the am ount of exposure it may have to a particular
counterparty.  We may have additional comments after reviewing your response.

Prospectus Summary – Distributions (Page 16)

6. The fourth sentence of the third paragraph stat es that distributions may result in a return
of capital to shareholders.  Please explain in this section that a return of capital is effectively a
return of an investor’s initial investment rather  than a distribution made from the Fund’s earnings
and profits.
Summary of Fund Expenses (Page 18)

7. The first and second captions to the table st ate “Sales load paid by you (as a percentage
of common share offering price) ” and “Offering expenses borne by the Fund (as a percentage of
common share offering price).”  Since all of the f ees and expenses described in this section are
borne directly or indirectly by stockholders, please delete the wo rds “paid by you” from the first
caption and “borne by the Fund” from the second  caption; these words are confusing in these
captions.

Thomas Friedmann, Esq.
December 1, 2010
Page 3

8. Please revise the “Advisory Fees” caption to “Management Fees”.  See  Item 3 of Form
N-2.
The Fund’s Investments – Portfolio Compos ition – Loan Participations (Page 23)

9. This section describes the Fund’s inve stments in Senior Loans through loan
participations.  Please explain to us the extent  to which the Fund expects to invest in loan
participations.  In addition, please expl ain to us what types of entities ( e.g., investment banks,
insurance companies) the Fund expects to be the lenders (and thus the counterparties to the
Fund) in the loan participation programs to be purchased by the Fund.
Risk Factors – Principal Risks Relating To  Fund Operations – Anti-Takeover Provisions
(Page 43)

10. This section states that the Fund’s charte r and bylaws contain provi sions that may delay,
defer or prevent a transaction or a change in control of the Fund.  Recently, we have taken the position that it would be inconsis tent with section 18(i) of th e Investment Company Act of 1940
for a closed-end fund organized as Maryland corporat ion to opt-in to prov isions of the Maryland
Control Shares Acquisition Act (Md. Code A nn., Corps. & Ass’ns §§ 3-701 et seq.).  See

Boulder Total Return Fund, Inc. (SEC No-action letter pub. avail. Nov. 15, 2010) (http://www.sec.gov/divisions/investmen t/noaction/2010/bouldertotalreturn111510.htm
).  Please
confirm to us that the Fund, which is organized as a Maryland corporation, will not opt in to the
Maryland Control Shares Acquisition Act.
Management of the Fund – Board of Direc tors – Biographical Information (Page 46)

11. Please revise the last column header of the table to reflect  that this column describes
other directorships held by the direct ors during the past five years.  See  Item 18.6(b) of
Form N-2.  Please note that disclosure should be provided not only for directorships of public
companies, but also for any company registered as an investment company under the Investment
Company Act of 1940.
 12. We note that headings have been provided for information to come concerning the board structure, the role of the board in risk oversight, and committees of  the board.  Please also ensure
that information is provided concerning the speci fic experience, qualifica tions, attributes, or
skills that led to the conclusion that the pe rson should serve as a di rector the Fund.  See
 Item
18.17 of Form N-2.
GENERAL COMMENTS

13. Where a comment is made in one location, it is applicable to a ll similar disclosure
appearing elsewhere in the registration statement.

Thomas Friedmann, Esq.
December 1, 2010
Page 4

14. 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.  15. If you intend to omit certain information from  the form of prospectus included with the
registration statement that is declared effective in reliance on Rule 430A under the Securities
Act, please identify the omitted information to us supplementally, preferably before filing the final pre-effective amendment.  16. 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.
 17. 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.  18. 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
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

Thomas Friedmann, Esq.
December 1, 2010
Page 5

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