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Exhibit 2A
ARTICLES OF INCORPORATION
OF
COHEN & STEERS ADVANTAGE INCOME FUND, INC.
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 Advantage 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.
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.
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FIFTH: (1) The total number of shares of stock of all classes which
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.
(d) 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.
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(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 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 these Articles of Incorporation.
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). 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
qualified, are Robert H. Steers and Martin Cohen.
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(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 stockholders, or thereafter in each case when their
respective successors are elected and qualified. 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
qualified. 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.
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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
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.
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(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 declare dividends out of funds legally
available therefor on shares of each class of stock of the Corporation payable
in such amounts and at such times as it determines, including declaration by
means of a formula or similar method and including dividends declared or payable
more frequently than meetings of the Board of Directors; and
(g) 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 reserves 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 other method of determination, at meetings held less frequently than the
frequency of the effectiveness of such declarations; and to establish payment
dates for dividends or any other distributions on any basis, including dates
occurring less frequently than the effectiveness of declarations thereof.
(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
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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.
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 ?% 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;
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(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;
(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 (a), (b) and (c) 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.
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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 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
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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
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, 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.
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(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 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 the 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
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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, the provisions of these Articles of Incorporation setting the maximum
number of Directors at twelve (12), 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) 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.
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.
/s/ Lawrence B. Stoller
__________________________
Lawrence B. Stoller
Dated: June 20, 2000
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