Exhibit (d)

PP

THIS CERTIFIES THAT

is the owner of

FULLY PAID AND NON-ASSESSABLE SHARES OF THE COMMON STOCK, $.001 PAR VALUE PER SHARE, OF

TREASURER PRESIDENT

INCORPORATED UNDER THE LAWS OF THE STATE OF MARYLAND

CUSIP 70806A 10 6

SEE REVERSE FOR IMPORTANT NOTICE

AND OTHER INFORMATION

COMMON STOCK

Number

PennantPark Floating Rate Capital Ltd.

(the “Corporation”) transferable on the books of the Corporation by the holder hereof in person or by its duly authorized attorney, upon surrender of this

Certificate properly endorsed. This Certificate and the shares represented hereby are issued and shall be held subject to all of the provisions of the charter of

the Corporation and the Bylaws of the Corporation and any amendments thereto. This Certificate is not valid unless countersigned and registered by the Transfer

Agent and Registrar.

IN WITNESS WHEREOF, the Corporation has caused this Certificate to be executed on its behalf by its duly authorized officers.

SHARES

COUNTERSIGNED AND REGISTERED:

AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC

(New York, NY)

TRANSFER AGENT AND REGISTRAR

BY:

AUTHORIZED SIGNATURE

CORPORATE

MA RYLA ND

PENNANTPARK FLOATING RATE CAPITAL LTD.

SEAL

Dated:

The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in

full according to applicable laws or regulations:

TEN COM

TEN ENT

JT TEN

as tenants in common

as tenants by the entireties

as joint tenants with right of

survivorship and not as tenants

in common

UNIF GIFT MIN ACT– Custodian

(Cust) (Minor)

under Uniform Gifts to Minors

Act

(State)

Additional abbreviations may also be used though not in the above list.

–

–

–

PLEASE INSERT SOCIAL SECURITY OR

OTHER IDENTIFYING NUMBER OF ASSIGNEE

shares

of the Common Stock of the Corporation represented by this Certificate and does

hereby irrevocably constitute and appoint

Attorney

to transfer the said shares of Common Stock on the books of the Corporation, with full

power of substitution in the premises.

Dated

(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)

THE SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS,

SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE

GUARANTEE MEDALLION PROGRAM), PURSUANT TO S.E.C. RULE 17Ad-15.

SIGNATURE(S) GUARANTEED:

THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THE

CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY NOTICE: CHANGE WHATEVER.

KEEP THIS CERTIFICATE IN A SAFE PLACE. IF IT IS LOST, STOLEN, MUTILATED OR DESTROYED, THE CORPORATION WILL

REQUIRE A BOND OF INDEMNITY AS A CONDITION TO THE ISSUANCE OF A REPLACEMENT CERTIFICATE.

For value received, hereby sell(s), assign(s) and transfer(s) unto

The Corporation will furnish to any stockholder, on request and without charge, a full statement of the information required by Section 2-211(b)

of the Corporations and Associations Article of the Annotated Code of Maryland with respect to the designations and any preferences, conversion and

other rights, voting powers, restrictions, limitations as to dividends and other distributions, qualifications, and terms and conditions of redemption of

the stock of each class which the Corporation has authority to issue and, if the Corporation is authorized to issue any preferred or special class in series,

(i) the differences in the relative rights and preferences between the shares of each series to the extent set, and (ii) the authority of the Board of

Directors to set such rights and preferences of subsequent series. The foregoing summary does not purport to be complete and is subject to and

qualified in its entirety by reference to the charter of the Corporation, a copy of which will be sent without charge to each stockholder who so requests.

Such request must be made to the Secretary of the Corporation at its principal office or to the Transfer Agent.