PennantPark Floating Rate Capital : Other Report or Announcement

No. [ ]

EXPEDITED REVIEW REQUESTED UNDER 17 CFR 270.0-5(d)

U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

APPLICATION FOR AN ORDER PURSUANT TO SECTIONS 17(d) AND 57(i) OF THE INVESTMENT COMPANY ACT OF 1940 AND RULE 17d-1 UNDER THE ACT TO PERMIT CERTAIN JOINT TRANSACTIONS OTHERWISE PROHIBITED BY SECTIONS 17(d) AND 57(a)(4) OF THE ACT AND RULE 17d-l UNDER THE ACT

PENNANTPARK INVESTMENT ADVISERS, LLC, PENNANTPARK INVESTMENT CORPORATION, PENNANTPARK FLOATING RATE CAPITAL LTD., PENNANTPARK CREDIT OPPORTUNITIES FUND II, LP, PENNANTPARK CREDIT OPPORTUNITIES FUND III, LP, PENNANTPARK SENIOR CREDIT FUND, LLC, PENNANTPARK SENIOR CREDIT FUND LEVERED, LP, BERKELEY ROAD WC FUNDING SPV, LP, BERKELEY ROAD WC FUNDING SPV 2, LP, SP CREDIT ACQUISITIONS LLC, PENNANTPARK SENIOR CREDIT FUND, SMA, LP

All Communications, Notices and Orders to:

Arthur H. Penn

PennantPark Investment Advisers, LLC

590 Madison Avenue, 15th Floor New York, NY 10022

1. 905-1000

Copies to:

Thomas J. Friedman

David J. Harris

Dechert LLP

One International Place,

40th Floor, 100 Oliver Street,

Boston, MA, 02110-2605

1. 728-7120
   January 28, 2022

1. INTRODUCTION

1. Requested Relief

PennantPark Investment Corporation, PennantPark Floating Rate Capital Ltd. and their related entities, identified in section I.B. below, hereby request an order (the "Order") pursuant to Sections 17(d) and 57(i) of the Investment Company Act of 1940 (the "Act")1 and Rule 17d-1 thereunder2 authorizing certain joint transactions that otherwise would be prohibited by either or both of Sections 17(d) and 57(a)(4) as modified by the exemptive rules adopted by the U.S. Securities and Exchange Commission (the "Commission") under the Act.

In particular, the relief requested in this application (the "Application") would allow one or more Regulated Funds (including one or more BDC Downstream Funds) and/or one or more Affiliated Funds (each as defined below) 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. All existing entities that currently intend to rely on the Order have been named as Applicants (defined below) and any existing or future entities that may rely on the Order in the future will comply with the terms and conditions set forth in this application (the "Conditions").

The Order sought by this Application would supersede the order, dated April 15, 2014, issued by the Commission to PennantPark Investment Corporation, et al. under Section 17(d) and 57(i) of the Act and Rule 17d-1 under the Act permitting certain joint transactions otherwise prohibited by Sections 17(d) and 57(a)(4) of the Act and Rule 17d-1 under the Act (the "Prior Order")3 with the result that no person will continue to rely on the Prior Order if the Order is granted.

1. Applicants Seeking Relief:
2. • PennantPark Investment Corporation ("PNNT"), a closed-end management investment company that has elected to be regulated as a BDC (defined below);
   • PennantPark Floating Rate Capital Ltd. ("PFLT" and together with PNNT, the "Existing Regulated Funds"), a closed-end management investment company that has elected to be regulated as a BDC;
   • PennantPark Investment Advisers, LLC ("PennantPark"), a Delaware limited liability company that serves as the investment adviser to certain Existing Affiliated Funds (as defined below and identified in Schedule 1 hereto), each of which is a separate and distinct legal entity and each of which would be an investment company but for Section 3(c)(7) of the Act (the "Existing Affiliated Funds"), on behalf of itself and its successors;4 and
   • The Existing Affiliated Funds (the Existing Regulated Funds, PennantPark, and the Existing Affiliated Funds, the "Applicants").
3. Defined Terms

"Adviser" means PennantPark and any Future Adviser (defined below).

"Affiliated Fund" means (i) any Existing Affiliated Fund; (ii) any PennantPark Proprietary Account (defined below); and (iii) any entity

(a) whose investment adviser (or sub-adviser(s), if any) is an Adviser, (b) that

• Unless otherwise indicated, all section references herein are to the Act.

• Unless otherwise indicated, all rule references herein are to rules under the Act.

• PennantPark Investment Corp., et al., (File No. 812-14134) Release No. 30985 (March 19, 2014) (notice), Release No. 31015 (April 15, 2014) (order).

• The term successor, as applied to each Adviser, means an entity which results from a reorganization into another jurisdiction or change in the type of business organization.

either (x) would be an investment company but for Section 3(c)(1), 3(c)(5)(C), or 3(c)(7) of the Act, or (y) relies on Rule 3a-7 under the Act, (c) that is not a BDC Downstream Fund, and (d) that intends to participate in the Co-Investment Program.

"BDC" means a business development company under the Act.5

"BDC Downstream Fund" means, with respect to any Regulated Fund that is a BDC, an entity (i) that the BDC directly or indirectly controls,

1. that is not controlled by any person other than the BDC (except a person that indirectly controls the entity solely because it controls the BDC),
2. that would be an investment company but for Section 3(c)(1) or 3(c)(7) of the Act, (iv) whose investment adviser (and sub-adviser(s), if any) are an Adviser, (v) that is not a Wholly-Owned Investment Sub and (vi) that intends to participate in the Co-Investment Program.

"Board" means (i) with respect to a Regulated Fund other than a BDC Downstream Fund, the board of directors (or the equivalent) of the applicable Regulated Fund and (ii) with respect to a BDC Downstream Fund, the Independent Party of the BDC Downstream Fund.

"Board-EstablishedCriteria" means criteria that the Board of a Regulated Fund may establish from time to time to describe the characteristics of Potential Co-Investment Transactions regarding which the Adviser to the Regulated Fund should be notified under Condition 1. The Board-Established Criteria will be consistent with the Regulated Fund's Objectives and Strategies (defined below). If no Board-Established Criteria are in effect, then the Regulated Fund's Adviser will be notified of all Potential Co-Investment Transactions that fall within the Regulated Fund's then-current Objectives and Strategies. Board-Established Criteria will be objective and testable, meaning that they will be based on observable information, such as industry/sector of the issuer, minimum EBITDA of the issuer, asset class of the investment opportunity or required commitment size, and not on characteristics that involve a discretionary assessment. The Adviser to the Regulated Fund may from time to time recommend criteria for the Board's consideration, but Board-Established Criteria will only become effective if approved by a majority of the Independent Directors (defined below). The Independent Directors of a Regulated Fund may at any time rescind, suspend or qualify their approval of any Board-Established Criteria, though Applicants anticipate that, under normal circumstances, the Board would not modify these criteria more often than quarterly.

"Close Affiliate" means the Advisers, the Regulated Funds, the Affiliated Funds and any other person described in Section 57(b) (after giving effect to Rule 57b-1) in respect of any Regulated Fund (treating any registered investment company or series thereof as a BDC for this purpose) except for limited partners included solely by reason of the reference in Section 57(b) to Section 2(a)(3)(D).

"Co-InvestmentProgram" means the proposed co-investment program that would permit one or more Regulated Funds and/or one or more Affiliated Funds to participate in the same investment opportunities where such participation would otherwise be prohibited under Section 57(a)(4) and Rule 17d-1 by (a) co-investing with each other in securities issued by issuers in private placement transactions in which an Adviser negotiates terms in addition to price;6 and (b) making Follow-On Investments (as defined below).

"Co-InvestmentTransaction" means any transaction in which a Regulated Fund (or its Wholly-Owned Investment Sub) participated together with one or more Affiliated Funds and/or one or more other Regulated Funds in reliance on the Order.

"Disposition" means the sale, exchange, or other disposition of an interest in a security of an issuer.

• Section 2(a)(48) defines a BDC to be any closed-end investment company that operates for the purpose of making investments in securities described in Section 55(a)(1) through 55(a)(3) and makes available significant managerial assistance with respect to the issuers of such securities.

• The term "private placement transactions" means transactions in which the offer and sale of securities by the issuer are exempt from registration under the Securities Act of 1933 (the "Securities Act").

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"Eligible Directors" means, with respect to a Regulated Fund and a Potential Co-Investment Transaction, the members of the Regulated Fund's Board eligible to vote on that Potential Co-Investment Transaction under Section 57(o) of the Act (treating any registered investment company or series thereof as a BDC for this purpose).

"Follow-OnInvestment" means an additional investment in the same issuer, including, but not limited to, through the exercise of warrants, conversion privileges or other rights to purchase securities of the issuer.

"Future Adviser" means any future investment adviser that (i) controls, is controlled by, or is under common control with PennantPark, (ii) (a) is registered as an investment adviser under the Investment Advisers Act of 1940, as amended (the "Advisers Act") or (b) is a relying adviser of an investment adviser that is registered under the Advisers Act and that controls, is controlled by, or is under common control with, PennantPark, and (iii) is not a Regulated Fund or a subsidiary of a Regulated Fund.

"Future Regulated Fund" means a closed-end management investment company (a) that is registered under the Act or has elected to be regulated as a BDC, (b) whose investment adviser (and sub-adviser(s), if any) is an Adviser, and (c) that intends to participate in the Co-Investment Program.

"Independent Director" means a member of the Board of any relevant entity who is not an "interested person" as defined in Section 2(a)(19) of the Act. No Independent Director of a Regulated Fund (including any non-interested member of an Independent Party) will have a financial interest in any Co-Investment Transaction, other than indirectly through share ownership in one of the Regulated Funds.

"Independent Party" means, with respect to a BDC Downstream Fund, (i) if the BDC Downstream Fund has a board of directors (or the equivalent), the board or (ii) if the BDC Downstream Fund does not have a board of directors (or the equivalent), a transaction committee or advisory committee of the BDC Downstream Fund.

"JT No-ActionLetters" means SMC Capital, Inc., SEC No-Action Letter (pub. avail. Sept. 5, 1995) and Massachusetts Mutual Life Insurance Company, SEC No-Action Letter (pub. avail. June 7, 2000).

"Objectives and Strategies" means (i) with respect to any Regulated Fund other than a BDC Downstream Fund, its investment objectives and strategies, as described in its most current registration statement on Form N-2, other current filings with the Commission under the Securities Act or under the Securities Exchange Act of 1934, as amended, and its most current report to stockholders, and (ii) with respect to any BDC Downstream Fund, those investment objectives and strategies described in its disclosure documents (including private placement memoranda and reports to equity holders) and organizational documents (including operating agreements).

"PennantPark Proprietary Account" means any account of an Adviser or its affiliates or any company that is an indirect, wholly- or majority- owned subsidiary of an Adviser or its affiliates, which, from time to time, may hold various financial assets in a principal capacity.

"Potential Co-InvestmentTransaction" means any investment opportunity in which a Regulated Fund (or its Wholly-Owned Investment Sub) could not participate together with one or more Affiliated Funds and/or one or more other Regulated Funds without obtaining and relying on the Order.

"Pre-BoardingInvestments" are investments in an issuer held by a Regulated Fund as well as one or more Affiliated Funds and/or one or more other Regulated Funds that were acquired prior to participating in any Co-Investment Transaction:

1. in transactions in which the only term negotiated by or on behalf of such funds was price in reliance on one of the JT No-Action Letters; or
2. in transactions occurring at least 90 days apart and without coordination between the Regulated Fund and any Affiliated Fund or other Regulated Fund.

"Regulated Funds" means the Existing Regulated Funds, the Future Regulated Funds and the BDC Downstream Funds.

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"Related Party" means (i) any Close Affiliate and (ii) in respect of matters as to which any Adviser has knowledge, any Remote Affiliate.

"Remote Affiliate" means any person described in Section 57(e) in respect of any Regulated Fund (treating any registered investment company or series thereof as a BDC for this purpose) and any limited partner holding 5% or more of the relevant limited partner interests that would be a Close Affiliate but for the exclusion in that definition.

"Required Majority" means a required majority, as defined in Section 57(o) of the Act.7

"SBIC Subsidiary" means a Wholly-Owned Investment Sub that is licensed by the Small Business Administration (the "SBA") to operate under the Small Business Investment Act of 1958, as amended, (the "SBA Act") as a small business investment company (an "SBIC").

"Tradable Security" means a security that meets the following criteria at the time of Disposition:

1. it trades on a national securities exchange or designated offshore securities market as defined in rule 902(b) under the Securities Act;
2. it is not subject to restrictive agreements with the issuer or other security holders; and
3. it trades with sufficient volume and liquidity (findings as to which are documented by the Advisers to any Regulated Funds holding investments in the issuer and retained for the life of the Regulated Fund) to allow each Regulated Fund to dispose of its entire position remaining after the proposed Disposition within a short period of time not exceeding 30 days at approximately the value (as defined by section 2(a)(41) of the Act) at which the Regulated Fund has valued the investment.

"Wholly-OwnedInvestment Sub" means an entity (i) that is a wholly-owned subsidiary8 of a Regulated Fund (with such Regulated Fund at all times holding, beneficially and of record, directly or indirectly, 95% or more of the voting and economic interests); (ii) whose sole business purpose is to hold one or more investments on behalf of such Regulated Fund (and, in the case of an SBIC Subsidiary, maintain a license under the SBA Act and issue debentures guaranteed by the SBA); (iii) with respect to which such Regulated Fund's Board has the sole authority to make all determinations with respect to the entity's participation under the Conditions to this application; and (iv) (A) that would be an investment company but for Section 3(c)(1), 3(c)(5)(C), or 3(c)(7) of the Act, or (B) that qualifies as a real estate investment trust ("REIT") within the meaning of Section 856 of the Internal Revenue Code ("Code") because substantially all of its assets would consist of real properties.

1. APPLICANTS

1. PennantPark Investment Corporation

PNNT was organized as a Maryland corporation on January 11, 2007. PNNT is a closed-end, externally managed, non-diversified investment company that has elected to be regulated as a BDC. under the Act. PNNT has elected to be treated as a regulated investment company ("RIC") under Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code"), and intends to continue to qualify as a RIC in the future.

• In the case of a Regulated Fund that is a registered closed-end fund, the Board members that make up the Required Majority will be determined as if the Regulated Fund were a BDC subject to Section 57(o). In the case of a BDC Downstream Fund with a board of directors (or the equivalent), the members that make up the Required Majority will be determined as if the BDC Downstream Fund were a BDC subject to Section 57(o). In the case of a BDC Downstream Fund with a transaction committee or advisory committee, the committee members that make up the Required Majority will be determined as if the BDC Downstream Fund were a BDC subject to Section 57(o) and as if the committee members were directors of the fund.

• A "wholly-owned subsidiary" of a person is as defined in Section 2(a)(43) of the Act and means a company 95% or more of the outstanding voting securities of which are owned by such person.

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