SecProbe.io

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>rmkcommentletter.txt
<DESCRIPTION>COMMENT LETTER
<TEXT>

   October 7, 2004

VIA FACSIMILE AND U.S. MAIL

Jennifer R. Gonzalez, Esq.
Kirkpatrick & Lockhart LLP
1800 Massachusetts Avenue, NW
Suite 200
Washington, D.C.  20036-1221

   Re:	RMK Advantage Income Fund, Inc.
      (File Nos. 333-18846 and 811-21631)

Dear Ms. Gonzalez:

      On September 7, 2004, your firm filed a registration
statement
on Form N-2 for the RMK Advantage Income Fund, Inc. ("Fund").  We
have reviewed the registration statement and have set forth our
comments below.  For convenience, we generally organize our
comments
using the headings in the registration statement.

Prospectus

1.	Please state the amount of "certain additional compensation
to
the [Lead Underwriter]."

2.	Please confirm that the pricing table and explanatory
disclosure
regarding the over-allotment option will be located on the outside
front cover of the prospectus.  See Item 1.1.g. of Form N-2.

3.	Confirm that the statement that the Fund has no history of
public trading will appear prominently on the front cover of the
prospectus.  See Item 1.1.i. of Form N-2.

4.	In the Prospectus Summary, please remove "Philosophy and
Process" in the heading titled "Investment Objectives."

5.	In the "Investment Policies" section, please be more specific
and state what is meant by a "majority" of the Fund`s total assets
in
a diversified portfolio.

6.	If the investment of up to 15% of total assets in foreign
debt
and equity securities and up to 25% of total assets in domestic
equity securities is part of the Fund`s principal strategy, please
mention this on the cover page.

7.	Supplementally inform the staff under what circumstances
there
would be a consistency between the Fund`s primary investment
objective (seeking a high level of current income) and its
secondary
investment objective (seeking capital growth).

8.	Please clarify what is meant by the following sentence:
"This
`bottom-up` approach generally focuses on `out-of-favor` and/or
undervalued sectors and/or issuers."  Also, please revise this
sentence in plain English.

9.	After the "Table of Contents," please add disclosure that the
Fund will amend the prospectus if there are any subsequent,
material
changes to its operating condition.

10.	Please supplementally inform the staff the authority for the
holders of preferred shares, voting separately as a class,
electing
two of the Fund`s directors.

11.	Under the section "Investment Adviser and Administrator,"
please
supplementally inform the staff the names of the Advisor`s
predecessors.

12.	Please advise whether the NASD has reviewed and approved the
terms of the underwriting agreement.

13.	The statement that "[t]he Fund anticipates that it will limit
its offering ___ common shares, not including any exercise by the
Underwriters of their over-allotment option" should be repeated
and
expanded upon in the Prospectus Summary section.

14.	In the Summary of Fund Expenses, please confirm that the
table
in footnote 3 will be minimized in order to show that it is part
of
the footnote.

Statement of Additional Information

15.	Under the "Investment Adviser and Administrator" section, it
states that discussion of the board consideration of advisory
agreement to be filed by amendment.  The disclosure should contain
a
reasonably detailed discussion of the material factors that formed
the basis for the board of directors approving the investment
advisory contract.  Please include the disclosure required by
Instruction to Item 18.13 of Form N-2.  Supplementally confirm
with
the staff that such review and approval of the advisory agreement
will take place prior to the registration statement being declared
effective.

16.	Please define "Regulations" referenced in the section titled
"Sale or Redemption of Shares."

Part C

17.	Please provide the financial statements and exhibits required
by
Item 24 of Section C of Form N-2 not already filed with the
Commission.

General Comments

18.	We note that portions of the filing are incomplete.  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 information supplied supplementally, or on exhibits added in
any
pre-effective amendments.

19.	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.

20.	Please advise us if you have submitted or expect to submit an
exemptive application or no-action request in connection with your
registration statement.

21.	Response to this letter should be in the form of a pre-
effective
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 and briefly state the
basis for your position.

22.	Supplementally inform the staff of the status of the Fund`s
application for listing
on the New York Stock Exchange.

*     *     *     *     *

 	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.

	In connection with responding to our comments, please
provide,
in writing, a statement from the Fund acknowledging that:

* The Fund is responsible for the adequacy and accuracy of the
disclosure in the filings;
*
* Staff comments or changes to disclosure in response to staff
comments in the filings reviewed by the staff do not foreclose the
Commission from taking any action with respect to the filing; and
*
* The Fund may not assert staff comments as defense in any
proceeding
initiated by the Commission or any person under the federal
securities laws of the United States.

	In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division 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 acceleration are aware of their
respective
responsibilities.  We will act on the request and, pursuant to
delegated authority, grant acceleration of the effective date.

	Please respond to this letter by filing a pre-effective
amendment pursuant to Rule 472 under the Securities Act of 1933.
Please respond to all comments.  Where no changes will be made in
the
filing in response to a comment, please inform us in a
supplemental
letter and state the basis for your position.

	If you have any questions prior to filing a pre-effective
amendment, please call me at (202) 942-0520.

							Sincerely,

Valerie J. Lithotomos
Senior Counsel

   .

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