CORRESP 1 corresp.txt ADVANTAGE INCOME REALTY FUND, INC. [Letterhead of Cohen & Steers Advantage Income Realty Fund, Inc.] November 15, 2004 OVERNIGHT DELIVERY AND EDGAR ---------------------------- Securities & Exchange Commission 450 Fifth Street, N.W. Washington, D.C. 20549 Attention: Mr. Keith O'Connell Re: Cohen & Steers Advantage Income Realty Fund, Inc. Registration Statement on Form N-2 Filed on November 12, 2004 File Nos.: 333-119488 and 811-09993 Dear Mr. O'Connell: Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, Cohen & Steers Advantage Income Realty Fund, Inc. (the "Fund") hereby requests that the effective date of the Registration Statement on Form N-2 (File Nos.: 333-119488 and 811-09993) (the "Registration Statement") be accelerated so that it will be declared effective as soon as practicable on Wednesday, November 17, 2004. We have also been advised that the National Association of Securities Dealers, Inc. has no objection to the underwriting arrangements. In addition, the Fund hereby acknowledges that: o in declaring the Registration Statement effective, neither the Securities and Exchange Commission (the "Commission") nor the staff of the Commission (the "Staff") forecloses itself from taking any action with respect to the Registration Statement; o the action of the Commission or the Staff in declaring the filing effective does not relieve the Fund from its full responsibility for the adequacy and accuracy of the disclosure in the Registration Statement; and o 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. Very truly yours, COHEN & STEERS ADVANTAGE INCOME REALTY Fund, Inc. By: /s/ Lawrence B. Stoller Name: Lawrence B. Stoller November 15, 2004 Mr. Keith O'Connell Securities and Exchange Commission 450 Fifth Street, N.W. Washington, D.C. 20549 Re: Cohen & Steers Advantage Income Realty Fund, Inc. (the "Fund") Form N-2 Registration Statement No. 333-119488 Investment Company Act File No. 811-09993 Dear Mr. O'Connell: Pursuant to Rule 460 of the General Rules and Regulations under the Securities Act of 1933, as amended (the "Securities Act"), we on behalf of the several underwriters, wish to advise you that the amended Registration Statement, Form N-2 as filed on November 12, 2004, and Preliminary Prospectus dated November 12, 2004, will be electronically distributed during the period November 15, 2004 through pricing on November 17, 2004 as follows: approximately 350 copies of the Preliminary Prospectus and a limited number of Registration Statements will be sent to underwriters, dealers and institutions. In accordance with Rule 461 of the General Rules and Regulations under the Securities Act, the undersigned, on behalf of the underwriters of the offering of up to 2,600 preferred shares of beneficial interest of the Fund, Series T7, hereby joins in the request of the Fund for acceleration of the effective date of the above-named Registration Statement so that it becomes effective on November 17, 2004, or as soon as possible thereafter. Very truly yours, MERRILL LYNCH & CO. MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED On behalf of the several Underwriters By: MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED /s/ Hugh Haynes ------------------------ Name: Hugh Haynes Authorized Signatory