[Letterhead of Cohen & Steers Advantage Income Realty Fund, Inc.]
November 15, 2004
OVERNIGHT DELIVERY AND EDGAR
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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
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Name: Hugh Haynes
Authorized Signatory