SecProbe.io

[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