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<TYPE>EX-99.2A
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<FILENAME>ex99-2a.txt
<DESCRIPTION>EXHIBIT 2(A)
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                            ARTICLES OF INCORPORATION

                                       OF

          COHEN & STEERS REIT AND PREFERRED BALANCED INCOME FUND, INC.

                  Cohen & Steers REIT and Preferred Balanced Income Fund, Inc.,
a Maryland corporation, hereby certifies to the State Department of Assessments
and Taxation that:

         FIRST:            (1) The name of the incorporator is Lawrence B.
         Stoller.

                           (2) The incorporator's post office address is 757
         Third Avenue, New York, New York 10017.

                           (3) The incorporator is over eighteen years of age.

                           (4) The incorporator is forming the corporation named
         in these Articles of Incorporation under the general laws of the State
         of Maryland.

         SECOND:  The name of the corporation (hereinafter called the
         "Corporation") is "Cohen & Steers REIT and Preferred Balanced Income
         Fund, Inc."

         THIRD:            (1) The purpose for which the Corporation is formed
         is to conduct, operate and carry on the business of a closed-end
         investment company registered under the Investment Company Act of 1940,
         as amended.

                           (2) The Corporation may engage in any other business
         and shall have all powers conferred upon or permitted to corporations
         by the Maryland General Corporation Law.






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         FOURTH:           The post office address of the principal office of
         the Corporation within the State of Maryland is 300 East Lombard
         Street, Baltimore, Maryland 21202 in care of The Corporation Trust
         Incorporated; and the resident agent of the Corporation in the State
         of Maryland is The Corporation Trust Incorporated, 300 East Lombard
         Street, Baltimore, Maryland 21202.

         FIFTH:            (1) The total number of shares of stock of all
         classes which the Corporation shall have authority to issue is one
         hundred million (100,000,000), all of which shall initially be Common
         Stock, having a par value of one-tenth of one cent ($.001) per share
         and an aggregate par value of one hundred thousand dollars ($100,000).
         Such shares and the holders thereof shall be subject to the following
         provisions:

                           (a) Shares of Common Stock shall be entitled to
         dividends or distributions, in cash, in property or in shares of stock
         of any class, as may be declared from time to time by the board of
         Directors, acting in its sole discretion, out of the assets lawfully
         available therefor.

                           (b) The Board of Directors is authorized, from time
         to time, to classify, reclassify, and designate as to series or class
         any unissued shares of stock of the Corporation, whether now or
         hereafter authorized, by setting, changing or eliminating the
         preferences, conversion or other rights, voting powers, restrictions,
         limitations as to dividends, qualifications or terms and conditions of
         or rights to require redemption of the stock, and otherwise in any
         manner and to the extent now or hereafter permitted by the Maryland
         General Corporation Law.




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                           (c) The Corporation may issue shares of stock in
         fractional denominations to the same extent as its whole shares, and
         shares in fractional denominations shall be shares of stock having
         proportionately to the respective fractions represented thereby all the
         rights of whole shares, including without limitation, the right to
         vote, the right to receive dividends and distributions, and the right
         to participate upon the liquidation of the Corporation, but excluding
         any right to receive a stock certificate representing fractional
         shares.

                           (2) No stockholder shall be entitled to any
         preemptive or other right to purchase or subscribe for any shares of
         the Corporation's capital stock or any other security that the
         Corporation may issue or sell other than as the Board of Directors may
         establish.

                           (3) No stockholder shall be entitled to exercise the
         rights of an objecting stockholder under Subtitle 2 of Title 3 of the
         Maryland General Corporation Law, or under any successor statutory
         provisions with respect to objecting stockholders.

                           (4) All persons who shall acquire shares of capital
         stock in the Corporation shall acquire the same subject to the
         provisions of the Charter and By-Laws of the Corporation.

                           (5) Notwithstanding any provision of the Maryland
         General Corporation Law requiring any action to be taken or authorized
         by the affirmative vote of the holders of a greater proportion of the
         votes of all classes or of any class of stock of the Corporation,
         such action shall be effective and valid if taken


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         or authorized by the affirmative vote of a majority of the total number
         of votes entitled to be cast thereon, except as otherwise provided in
         the Charter.

         SIXTH:             (1) The number of Directors of the Corporation
         shall initially be two. The number of Directors of the Corporation may
         be changed pursuant to the By-Laws of the Corporation but shall at no
         time be less than the minimum number required under the Maryland
         General Corporation Law nor more than twelve (12), except that the
         number of Directors of the Corporation may be increased to more than
         twelve (12) pursuant to Articles Supplementary filed by the
         Corporation with respect to any preferred stock issued by the
         Corporation in accordance with the Investment Company Act of 1940, as
         amended. The names of the initial Directors, each of whom shall serve
         until the first annual meeting of stockholders or until his successor
         is duly chosen and qualifies, are Robert H. Steers and Martin Cohen.

                            (2) Beginning with the first annual meeting of
         stockholders held after the initial public offering of the shares of
         the Corporation (the "first annual meeting") and if at such time, the
         number of Directors shall be three (3) or more, the Board of Directors
         of the Corporation shall be divided into three classes: Class I, Class
         II and Class III. At the first annual meeting, Directors of Class I
         shall be elected to the Board of Directors for a term expiring at the
         next succeeding annual meeting of stockholders, Directors of Class II
         shall be elected to the Board of Directors for a term expiring at the
         second succeeding annual meeting of stockholders and Directors of Class
         III shall be elected to the Board of Directors for a term expiring at
         the third succeeding annual meeting of


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         stockholders, or thereafter in each case when their respective
         successors are elected and qualify. At each subsequent annual
         meeting of stockholders, the Directors chosen to succeed those
         whose terms are expiring shall be identified as being of the same class
         as the Directors whom they succeed and shall be elected for a term
         expiring at the time of the third succeeding annual meeting of
         stockholders subsequent to their election, or thereafter in each case
         when their respective successors are elected and qualify. The number of
         directorships shall be apportioned among the classes by the Board of
         Directors so as to maintain the number of Directors in each class as
         nearly equal as possible, but in no case shall a decrease in the number
         of Directors shorten the term of any incumbent Director.

                            (3) A Director of the Corporation may be removed
         from office only for cause and then only by vote of the holders of at
         least seventy-five percent (75%) of the votes entitled to be cast for
         the election of Directors.

         SEVENTH:           The following provisions are inserted for the
         purpose of defining, limiting and regulating the powers of the
         Corporation and of the Board of Directors and stockholders.

                            (1) In addition to its other powers explicitly or
         implicitly granted under these Articles of Incorporation, the By-Laws
         of the Corporation, by law or otherwise, the Board of Directors of the
         Corporation:

                            (a) is expressly and exclusively authorized to make,
         alter, amend or repeal the By-Laws of the Corporation;

                            (b) may from time to time determine whether, to what
         extent, at what times and places, and under what conditions and
         regulations the accounts


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         and books of the Corporation, or any of them shall be open to
         inspection of the stockholders, and no stockholder shall have any right
         to inspect any account, book or document of the Corporation except as
         conferred by statute or as authorized by the Board of Directors of the
         Corporation;

                            (c) is empowered to authorize, without stockholder
         approval, the issuance and sale from time to time of shares of stock of
         the Corporation of any class, and securities convertible into stock of
         the Corporation of any class, whether now or hereafter authorized, for
         such consideration as the Board may deem advisable;

                            (d) is empowered, without the assent or vote of the
         stockholders, to authorize the Corporation to issue obligations of the
         Corporation, secured or unsecured, as the Board of Directors may
         determine, and to authorize and cause to be executed mortgages and
         liens upon the real or personal property of the Corporation.

                            (e) is authorized to establish the basis or method
         for determining the value of the assets and the amount of the
         liabilities of the Corporation and the net asset value of shares of any
         class of the Corporation's stock;

                            (f) is authorized to determine what accounting
         periods shall be used by the Corporation for any purpose; to set apart
         out of any funds of the Corporation reserved for such purposes as it
         shall determine and to abolish the same; to declare and pay any
         dividends and distributions in cash, securities or other property from
         any funds legally available therefor, at such intervals as it shall
         determine; to declare dividends or distributions by means of a formula
         or



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         other method of determination, at meetings held less frequently than
         the frequency of the effectiveness of such declarations; to establish
         payment dates for dividends or any other distributions on any basis,
         including dates occurring less frequently than the effectiveness of
         declarations thereof, and to authorize dividends payable in one class
         of the Corporation's stock to the holders of another class of the
         Corporation's stock.

                            (2) Any determination made in good faith by or
         pursuant to the direction of the Board of Directors, as to the amount
         of the assets, debts, obligations, or liabilities of the Corporation,
         as to the amount of any reserves or charges set up and the propriety
         thereof, as to the time of or purpose for creating such reserves or
         charges, as to the use, alteration or cancellation of any reserves or
         charges (whether or not any obligation or liability for which the
         reserves or charges have been created has been paid or discharged, or
         is then or thereafter required to be paid or discharged), as to the
         value of or the method of valuing any investment owned or held by the
         Corporation, as to the number of shares of the Corporation outstanding,
         as to the estimated expense to the Corporation in connection with
         purchases of its shares, as to the ability to liquidate investments in
         orderly fashion, or as to any other matters relating to the issue,
         sale, redemption or other acquisition or disposition of investments or
         shares of the Corporation, shall be final and conclusive and shall be
         binding upon the Corporation and all holders of its shares, past,
         present, and future, and shares of the Corporation are issued and sold
         on the condition and understanding that any and all such determination
         shall be binding as aforesaid.




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         EIGHTH:           (1) Notwithstanding any other provision of these
         Articles of Incorporation, the affirmative vote of the holders of
         (a) eighty percent (80%) of the votes entitled to be cast thereon by
         stockholders of the Corporation and (b) in the case of a Business
         Combination (as defined below), 66 2/3% of the votes entitled to be
         cast thereon by stockholders of the Corporation other than votes
         entitled to be cast thereon by an Interested Party (as defined below)
         who is (or whose Affiliate or Associate (each as defined below) is) a
         party to a Business Combination (as defined below) or by an Affiliate
         or Associate of the Interested Party, in addition to the affirmative
         vote of seventy-five percent (75%) of the entire Board of Directors,
         shall be required to advise, approve, adopt or authorize any of the
         following:

                            (i) a merger, consolidation or statutory share
         exchange of the Corporation with or into another person;

                            (ii) issuance or transfer by the Corporation (in one
         or a series of transactions in any 12 month period) of any securities
         of the Corporation to any person or entity for cash, securities or
         other property (or combination thereof) having an aggregate fair market
         value of $1,000,000 or more, excluding (a) issuances or transfers of
         debt securities of the Corporation, (b) sales of securities of the
         Corporation in connection with a public offering, (c) issuances of
         securities of the Corporation pursuant to a dividend reinvestment plan
         adopted by the Corporation, (d) issuances of securities of the
         Corporation upon the exercise of any stock subscription rights
         distributed by the Corporation and (e) portfolio transactions effected
         by the Corporation in the ordinary course of business;





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                            (iii) sale, lease, exchange, mortgage, pledge,
         transfer or other disposition by the Corporation (in one or a series of
         transactions in any 12 month period) to or with any person or entity of
         any assets of the Corporation having an aggregate fair market value of
         $1,000,000 or more except for portfolio transactions (including pledges
         of portfolio securities in connection with borrowings) effected by the
         Corporation in the ordinary course of its business (transactions within
         clauses (i), (ii) and (iii) above being known individually as a
         "Business Combination");

                            (iv) the voluntary liquidation or dissolution of the
         Corporation, or an amendment to these Articles of Incorporation to
         terminate the Corporation's existence; or

                            (v) any stockholder proposal as to specific
         investment decisions made or to be made with respect to the
         Corporation's assets.

                            However, the stockholder vote described in Paragraph
         (1) of this Article EIGHTH will not be required with respect to the
         foregoing transactions (other than those set forth in (v) above) if
         they are approved by a vote of seventy-five percent (75%) of the
         Continuing Directors (as defined below). In that case, if Maryland law
         requires stockholder approval, the affirmative vote of a majority of
         the votes entitled to be cast shall be required, and if Maryland law
         does not require stockholder approval, no stockholder approval will be
         required.

                            (i) "Continuing Director" means any member of the
         Board of Directors of the Corporation who is not an Interested Party or
         an Affiliate of an Interested Party and has been a member of the Board
         of Directors for a period of




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         at least 12 months, or has been a member of the Board of Directors
         since the Corporation's initial public offering of its Common Stock,
         or is a successor of a Continuing Director who is unaffiliated with an
         Interested Party and is recommended to succeed a Continuing Director
         by a majority of the Continuing Directors then on the Board of
         Directors.

                            (ii) "Interested Party" shall mean any person, other
         than an investment company advised by the Corporation's initial
         investment manager, or any of its Affiliates, that enters, or proposes
         to enter, into a Business Combination with the Corporation.

                            (iii) "Affiliate" and "Associate" shall have the
         meaning ascribed to each such respective term in Rule 12b-2 of the
         General Rules and Regulations under the Securities Exchange Act of
         1934, as amended.

                            (2) Continuing Directors of the Corporation acting
         by vote of at least 75% shall have the power and duty to determine, on
         the basis of information known to them after reasonable inquiry, all
         facts necessary to determine (a) whether a person is an Affiliate or
         Associate of another, and (b) whether the assets that are the subject
         of any Business Combination have, or the consideration to be received
         for the issuance or transfer of securities by the Corporation in any
         Business Combination has, an aggregate Fair Market Value of $1,000,000
         or more.

                            (3) Notwithstanding any other provision of these
         Articles of Incorporation, the affirmative vote of seventy-five percent
         (75%) of the entire Board of Directors shall be required to advise,
         approve, adopt or authorize the


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         conversion of the Corporation from a "closed-end company" to an
         "open-end company" (as those terms are defined in the Investment
         Company Act of 1940, as amended), and any amendments to Article THIRD
         and otherwise to these Articles of Incorporation necessary to effect
         the conversion. Such conversion or any such amendment shall also
         require the approval of the holders of seventy-five percent (75%) of
         the votes entitled to be cast thereon by stockholders of the
         Corporation unless approved by a vote of seventy-five percent (75%) of
         the Continuing Directors (as defined above), in which event such
         conversion and amendment shall require the approval of the holders of a
         majority of the votes entitled to be cast thereon by stockholders of
         the Corporation.

         NINTH:            (1) To the full extent that limitations on
         the liability of directors and officers are permitted by the Maryland
         General Corporation Law, no director or officer of the Corporation
         shall have any liability to the Corporation or its stockholders for
         money damages. This limitation on liability applies to events occurring
         at the time a person serves as a director or officer of the Corporation
         whether or not that person is a director or officer at the time of any
         proceeding in which liability is asserted.

                            (2) The Corporation shall indemnify and advance
         expenses to its currently acting and its former directors to the full
         extent that indemnification of directors is permitted by the Maryland
         General Corporation Law. The Corporation shall indemnify and advance
         expenses to it officers to the same extent as its directors and may do
         so to such further extent as is consistent with law. The Board of
         Directors may by By-Law, resolution or agreement make




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         further provision for indemnification of directors, officers,
         employees and agents to the full extent permitted by the Maryland
         General Corporation Law. This indemnification applies to events
         occurring at the time a person serves as a director or officer of the
         Corporation whether or not such person is a director or officer at the
         time of any proceeding in which liability is asserted.

                            (3) No provision of this Article shall be effective
         to protect or purport to protect any director or officer of the
         Corporation against any liability to the Corporation or its
         stockholders to which he would otherwise be subject by reason of
         willful misfeasance, bad faith, gross negligence or reckless disregard
         of the duties involved in the conduct of his office.

                            (4) References to the Maryland General Corporation
         Law in this Article are to that law as from time to time amended. No
         amendment to the Charter shall affect any right of any person under
         this Article based on any event, omission or proceeding prior to the
         amendment.

         TENTH:             (1) The Corporation reserves the right to amend,
         alter, change or repeal any provision contained in its Charter
         in the manner now or hereafter prescribed by the laws of the State of
         Maryland, including any amendment which alters the contract rights, as
         expressly set forth in the Charter, of any outstanding stock, and all
         rights conferred upon stockholders herein are granted subject to this
         reservation.

                            (2) In addition to the voting requirements imposed
         by law or by any other provision of these Articles of Incorporation,
         the provisions set forth in this Article TENTH, the provisions of
         Paragraphs (2) and (3) of Article SIXTH,





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         the provisions of these Articles of Incorporation setting the maximum
         number of Directors at twelve (12) (except as otherwise provided in
         Paragraph (1) of Article SIXTH), the provisions of Article EIGHTH,
         and the provisions of Article NINTH, may not be amended, altered or
         repealed in any respect, nor may any provision inconsistent with this
         Article TENTH, the provisions of Paragraphs (2) and (3) of Article
         SIXTH, the provision setting the maximum number of Directors at twelve
         (12) (except as otherwise provided in Paragraph (1) of Article SIXTH)
         or the provisions of Article EIGHTH OR NINTH be adopted, unless such
         action is advised by seventy-five percent (75%) of the entire Board of
         Directors and approved by the affirmative vote of the holders of at
         least seventy-five percent (75%) of the votes entitled to be cast by
         stockholders of the Corporation.



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         IN WITNESS WHEREOF, the undersigned, being the incorporator of the
Corporation, has adopted and signed these Articles of Incorporation and does
hereby acknowledge that the adoption and signing are his act.



                                           -------------------
                                           Lawrence B. Stoller

Dated:   March 24, 2003

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