<DOCUMENT>
<TYPE>EX-99.2(A)
<SEQUENCE>3
<FILENAME>efc4-0288_5425469ex992a.txt
<TEXT>

                                                               Exhibit 99.2(a)



                           ARTICLES OF INCORPORATION
                                      OF
                   CAPITAL AND INCOME STRATEGIES FUND, INC.



     THE UNDERSIGNED, MICHAEL J. BERG, whose post-office address is c/o Sidley
Austin Brown & Wood LLP, 787 Seventh Avenue, New York, New York 10019, being
at least eighteen (18) years of age, does hereby act as incorporator, under
and by virtue of the General Laws of the State of Maryland authorizing the
formation of corporations and with the intention of forming a corporation.

                                  ARTICLE I.

                                     NAME
                                     ----

     The name of the corporation is CAPITAL AND INCOME STRATEGIES FUND, INC.
(the "Corporation").

                                  ARTICLE II.

                              PURPOSES AND POWERS
                              -------------------

     The purpose or purposes for which the Corporation is formed is to act as
a closed-end, management investment company under the federal Investment
Company Act of 1940, as amended, and in effect from time to time (the
"Investment Company Act"), and to exercise and enjoy all of the powers, rights
and privileges granted to, or conferred upon, corporations by the General Laws
of the State of Maryland now or hereafter in force.

                                 ARTICLE III.

                      PRINCIPAL OFFICE AND RESIDENT AGENT
                      -----------------------------------

     The post-office address of the principal office of the Corporation in the
State of Maryland is c/o The Corporation Trust Incorporated, 300 East Lombard
Street, Baltimore, Maryland 21202. The name of the resident agent of the
Corporation in this State is The Corporation Trust Incorporated, a corporation
of this State, and the post-office address of the resident agent is The
Corporation Trust Incorporated, 300 East Lombard Street, Baltimore, Maryland
21202.

                                  ARTICLE IV.

                                 CAPITAL STOCK
                                 -------------

     (1) The total number of shares of capital stock which the Corporation
shall have authority to issue is 200,000,000 shares, all initially classified
as one class called Common Stock, of the par value of Ten Cents ($0.10) per
share, and of the aggregate par value of Twenty Million Dollars ($20,000,000).


<PAGE>


     (2) The Board of Directors may classify and reclassify any unissued
shares of capital stock into one or more additional or other classes or series
as may be established from time to time by setting or changing in any one or
more respects the designations, preferences, conversion or other rights,
voting powers, restrictions, limitations as to dividends, qualifications or
terms or conditions of redemption of such shares of stock and pursuant to such
classification or reclassification to increase or decrease the number of
authorized shares of any existing class or series provided, however, that the
total amount of shares of all classes or series shall not exceed the total
number of shares of capital stock authorized in the Charter.

     (3) Unless otherwise expressly provided in the Charter of the
Corporation, including any Articles Supplementary creating any class or series
of capital stock, the holders of each class or series of capital stock shall
be entitled to dividends and distributions in such amounts and at such times
as may be determined by the Board of Directors, and the dividends and
distributions paid with respect to the various classes or series of capital
stock may vary among such classes and series.

     (4) Unless otherwise expressly provided in the Charter of the
Corporation, including any Articles Supplementary creating any class or series
of capital stock, on each matter submitted to a vote of stockholders, each
holder of a share of capital stock of the Corporation shall be entitled to one
vote for each share standing in such holder's name on the books of the
Corporation, irrespective of the class or series thereof, and all shares of
all classes and series shall vote together as a single class; provided,
however, that as to any matter with respect to which a separate vote of any
class or series is required by the Investment Company Act, or any rules,
regulations or orders issued thereunder, or by the Maryland General
Corporation Law, such requirement as to a separate vote by that class or
series shall apply in lieu of a general vote of all classes and series as
described above.

     (5) Notwithstanding any provision of the Maryland General Corporation Law
requiring a greater proportion than a majority of the votes of all classes or
series of capital stock of the Corporation (or of any class or series entitled
to vote thereon as a separate class or series) to take or authorize any
action, the Corporation is hereby authorized (subject to the requirements of
the Investment Company Act, and any rules, regulations and orders issued
thereunder) to take such action upon the concurrence of a majority of the
votes entitled to be cast by holders of capital stock of the Corporation (or a
majority of the votes entitled to be cast by holders of a class or series as a
separate class or series) unless a greater proportion is specified in the
Charter.

     (6) Unless otherwise expressly provided in the Charter of the
Corporation, including any Articles Supplementary creating any class or series
of capital stock, in the event of any liquidation, dissolution or winding up
of the Corporation, whether voluntary or involuntary, the holders of each
class or series of capital stock of the Corporation shall be entitled, after
payment or provision for payment of the debts and other liabilities of the
Corporation, to share ratably in the remaining net assets of the Corporation.

     (7) Any fractional shares shall carry proportionately all of the rights
of a whole share, excepting any right to receive a certificate evidencing such
fractional share, but including, without limitation, the right to vote and the
right to receive dividends.


                                      2
<PAGE>


     (8) The presence in person or by proxy of the holders of shares entitled
to cast one-third of the votes entitled to be cast shall constitute a quorum
at any meeting of stockholders, except with respect to any matter which
requires approval by a separate vote of one or more classes or series of
stock, in which case the presence in person or by proxy of the holders of
shares entitled to cast one-third of the votes entitled to be cast by each
class or series entitled to vote as a separate class shall constitute a
quorum.

     (9) All persons who shall acquire stock in the Corporation shall acquire
the same subject to the provisions of the Charter and the By-Laws of the
Corporation. As used in the Charter of the Corporation, the terms "Charter"
and "Articles of Incorporation" shall mean and include the Articles of
Incorporation of the Corporation as amended, supplemented and restated from
time to time by Articles of Amendment, Articles Supplementary, Articles of
Restatement or otherwise.

     (10) Upon the approval of a majority of the entire Board of Directors of
the Corporation, the Board of Directors of the Corporation may amend the
Charter to increase or decrease the aggregate number of shares of stock of the
Corporation or the number of shares of stock of any class the Corporation has
authority to issue without any action by the holders of the capital stock of
the Corporation.

                                  ARTICLE V.

                     PROVISIONS FOR DEFINING, LIMITING AND
                 REGULATING CERTAIN POWERS OF THE CORPORATION
                     AND OF THE DIRECTORS AND STOCKHOLDERS
                 --------------------------------------------

     (1) The initial number of directors of the Corporation shall be three
(3), which number may be increased or decreased pursuant to the By-Laws of the
Corporation but shall never be less than the minimum number permitted by the
General Laws of the State of Maryland. The names of the directors who shall
act until the first annual meeting or until their successors are duly elected
and qualify are:

                              Bradley J. Lucido
                              Alice A. Pellegrino
                              Brian D. Stewart

     (2) The Board of Directors of the Corporation is hereby empowered to
authorize the issuance from time to time of shares of capital stock of any
class or series, whether now or hereafter authorized, for such consideration
as the Board of Directors may deem advisable, without any action by the
stockholders, subject to such limitations as may be set forth in these
Articles of Incorporation or in the By-Laws of the Corporation or in the
General Laws of the State of Maryland.

     (3) No holder of stock of the Corporation shall, as such holder, have any
right to purchase or subscribe for any shares of the capital stock of the
Corporation or any other security of the Corporation which it may issue or
sell (whether out of the number of shares authorized by these Articles of
Incorporation, or out of any shares of the capital stock of the Corporation


                                      3
<PAGE>


acquired by it after the issue thereof, or otherwise) other than such right,
if any, as the Board of Directors, in its discretion, may determine.

     (4) Each director and each officer of the Corporation shall be
indemnified and advanced expenses by the Corporation to the full extent
permitted by the General Laws of the State of Maryland now or hereafter in
force, including the advance of expenses under the procedures and to the full
extent permitted by law subject to the requirements of the Investment Company
Act. The foregoing rights of indemnification shall not be exclusive of any
other rights to which those seeking indemnification may be entitled. No
amendment of these Articles of Incorporation or repeal of any provision hereof
shall limit or eliminate the benefits provided to directors and officers under
this provision in connection with any act or omission that occurred prior to
such amendment or repeal.

     (5) To the fullest extent permitted by the General Laws of the State of
Maryland or decisional law, as amended or interpreted, subject to the
requirements of the Investment Company Act, no director or officer of the
Corporation shall be personally liable to the Corporation or its security
holders for money damages. No amendment of these Articles of Incorporation or
repeal of any provision hereof shall limit or eliminate the benefits provided
to directors and officers under this provision in connection with any act or
omission that occurred prior to such amendment or repeal.

     (6) The Board of Directors of the Corporation is vested with the sole
power, to the exclusion of the stockholders, to make, alter or repeal from
time to time any of the By-Laws of the Corporation except any particular
By-Law which is specified as not subject to alteration or repeal by the Board
of Directors, subject to the requirements of the Investment Company Act.

     (7) A director elected by the holders of capital stock may be removed
(with or without cause), but only by action taken by the holders of at least
sixty-six and two-thirds percent (66 2/3%) of the shares of capital stock then
entitled to vote in an election to fill that directorship.

     (8) The enumeration and definition of the particular powers of the Board
of Directors included in the Charter shall in no way be limited or restricted
by reference to or inference from the terms of any other clause of this or any
other Article of the Charter of the Corporation, or construed as or deemed by
inference or otherwise in any manner to exclude or limit any powers conferred
upon the Board of Directors under the General Laws of the State of Maryland
now or hereinafter in force.

     (9) The Board of Directors of the Corporation, in considering a potential
acquisition of control of the Corporation, may consider the effect of the
potential acquisition of control on: (i) holders of the capital stock of the
Corporation, (ii) employees, suppliers, customers and creditors of the
Corporation, and (iii) communities in which offices or other establishments of
the Corporation are located.


                                      4
<PAGE>


                                  ARTICLE VI.

                          DENIAL OF PREEMPTIVE RIGHTS
                          ---------------------------

     No stockholder of the Corporation shall by reason of his holding shares
of capital stock have any preemptive or preferential right to purchase or
subscribe to any shares of capital stock of the Corporation, now or hereafter
to be authorized, or any notes, debentures, bonds or other securities
convertible into shares of capital stock, now or hereafter to be authorized,
whether or not the issuance of any such shares, or notes, debentures, bonds or
other securities would adversely affect the dividend or voting rights of such
stockholder; except that the Board of Directors, in its discretion, may issue
shares of any class of the Corporation, or any notes, debentures, bonds, other
securities convertible into shares of any class, either in whole or in part,
to the existing stockholders or holders of any class, series or type of stock
or other securities at the time outstanding to the exclusion of any or all of
the holders of any or all of the classes, series or types of stock or other
securities at the time outstanding.

                                 ARTICLE VII.

                             DETERMINATION BINDING
                             ---------------------

     Any determination made in good faith and consistent with applicable law,
so far as accounting matters are involved, in accordance with accepted
accounting practice by or pursuant to the direction of the Board of Directors,
as to the amount of assets, obligations or liabilities of the Corporation, as
to the amount of net income of the Corporation from dividends and interest for
any period or amounts at any time legally available for the payment of
dividends, as to the amount of any reserves or charges set up and the
propriety thereof, as to the time of or purpose for creating reserves or as to
the use, alteration or cancellation of any reserves or charges (whether or not
any obligation or liability for which such reserves or as to the use,
alteration or cancellation of any reserves or charges shall have been created,
shall have been paid or discharged or shall be then or thereafter required to
be paid or discharged), as to the price of any security owned by the
Corporation or as to any other matters relating to the issuance, sale,
redemption or other acquisition or disposition of securities or shares of
capital stock of the Corporation, and any reasonable determination made in
good faith by the Board of Directors as to whether any transaction constitutes
a purchase of securities on "margin," a sale of securities "short," or an
underwriting or the sale of, or a participation in any underwriting or selling
group in connection with the public distribution of, any securities, shall be
final and conclusive, and shall be binding upon the Corporation and all
holders of its capital stock, past, present and future, and shares of the
capital stock of the Corporation are issued and sold on the condition and
understanding, evidenced by the purchase of shares of capital stock or
acceptance of share certificates, that any and all such determinations shall
be binding as aforesaid. No provision in this Charter shall be effective to
(a) require a waiver of compliance with any provision of the Securities Act of
1933, as amended, or the Investment Company Act, or of any valid rule,
regulation or order of the Securities and Exchange Commission thereunder or
(b) protect or purport to protect any director or officer of the Corporation
against any liability to the Corporation or its security holders 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.


                                      5
<PAGE>


                                 ARTICLE VIII.

                       PRIVATE PROPERTY OF STOCKHOLDERS
                       --------------------------------

     The private property of stockholders shall not be subject to the payment
of corporate debts to any extent whatsoever.

                                  ARTICLE IX.

                        CONVERSION TO OPEN-END COMPANY
                        ------------------------------

     Notwithstanding any other provisions of these Articles of Incorporation
or the By-Laws of the Corporation, a favorable vote of the holders of at least
sixty-six and two-thirds percent (66 2/3%) of the outstanding shares of
capital stock of the Corporation entitled to be voted on the matter shall be
required to approve, adopt or authorize an amendment to these Articles of
Incorporation of the Corporation that makes the Common Stock a "redeemable
security" (as that term is defined in section 2(a) (32) the Investment Company
Act) unless such action has previously been approved, adopted or authorized by
the affirmative vote of at least two-thirds of the total number of directors
fixed in accordance with the By-Laws of the Corporation, in which case the
affirmative vote of the holders of a majority of the outstanding shares of
capital stock of the Corporation entitled to vote thereon shall be required.

                                  ARTICLE X.

                      MERGER, SALE OF ASSETS, LIQUIDATION
                      -----------------------------------

     Notwithstanding any other provisions of these Articles of Incorporation
or the By-Laws of the Corporation, a favorable vote of the holders of at least
sixty-six and two-thirds percent (66 2/3%) of the outstanding shares of
capital stock of the Corporation entitled to be voted on the matter shall be
required to approve, adopt or authorize (i) a merger or consolidation or
statutory share exchange of the Corporation with any other corporation, (ii) a
sale of all or substantially all of the assets of the Corporation (other than
in the regular course of its investment activities), or (iii) a liquidation or
dissolution of the Corporation, unless such action has previously been
approved, adopted or authorized by the affirmative vote of at least two-thirds
of the total number of directors fixed in accordance with the By-Laws of the
Corporation, in which case the affirmative vote of the holders of a majority
of the outstanding shares of capital stock of the Corporation entitled to vote
thereon shall be required.

                                  ARTICLE XI.

                              PERPETUAL EXISTENCE
                              -------------------

     The duration of the Corporation shall be perpetual.


                                      6
<PAGE>


                                 ARTICLE XII.

                                   AMENDMENT
                                   ---------

     The Corporation reserves the right to amend, alter, change or repeal any
provision contained in its Charter, in any manner now or hereafter prescribed
by statute, including any amendment which alters the contract rights, as
expressly set forth in the Charter, of any outstanding stock and substantially
adversely affects the stockholders' rights, and all rights conferred upon
stockholders herein are granted subject to this reservation. Notwithstanding
any other provisions of these Articles of Incorporation or the By-Laws of the
Corporation (and notwithstanding the fact that a lesser percentage may be
specified by law, these Articles of Incorporation or the By-Laws of the
Corporation), the amendment or repeal of Section (5) of Article IV, Section
(1), Section (4), Section (5), Section (6) and Section (7) of Article V,
Article VIII, Article IX, Article X, Article XI or this Article XII, of these
Articles of Incorporation shall require the affirmative vote of the holders of
at least sixty-six and two-thirds percent (66 2/3%) of the outstanding shares
of capital stock of the Corporation entitled to be voted on the matter.


                                      7
<PAGE>


     IN WITNESS WHEREOF, the undersigned incorporator of CAPITAL AND INCOME
STRATEGIES FUND, INC. hereby executes the foregoing Articles of Incorporation
and acknowledges the same to be her act.

Dated this 5th day
of February, 2004




                                    ------------------------
                                    Michael J. Berg


                                      8

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