<Page>

Section 240.14a-101 Schedule 14A.
Information required in proxy statement.
Schedule 14A Information
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
(Amendment No. )
Filed by the Registrant [X]
Filed by a party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted
by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12

Cohen & Steers REIT and Utility Income Fund, Inc.
..................................................................
(Name of Registrant as Specified In Its Charter)

..................................................................
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11

(1) Title of each class of securities to which transaction
applies:

............................................................

(2) Aggregate number of securities to which transaction
applies:

.......................................................

(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (set forth the amount
on which the filing fee is calculated and state how it was
determined):

.......................................................

(4) Proposed maximum aggregate value of transaction:

.......................................................

(5) Total fee paid:

.......................................................

[ ] Fee paid previously with preliminary materials.

[ ] Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for
which the offsetting fee was paid previously. Identify the
previous filing by registration statement number, or the
Form or Schedule and the date of its filing.

(1) Amount Previously Paid:

.......................................................

(2) Form, Schedule or Registration Statement No.:

.......................................................

(3) Filing Party:

.......................................................

(4) Date Filed:

.......................................................

<Page>

COHEN & STEERS REIT AND UTILITY
INCOME FUND, INC.
757 THIRD AVENUE, NEW YORK, NEW YORK 10017
(212) 832-3232

-------------------

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
APRIL 28, 2005

-------------------

To the Stockholders of
COHEN & STEERS REIT AND UTILITY INCOME FUND, INC.:

NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders (the
'Meeting') of Cohen & Steers REIT and Utility Income Fund, Inc. (the 'Fund')
will be held at the offices of the Fund, 757 Third Avenue, 20th Floor, New York,
New York 10017, on April 28, 2005 at 10:00 a.m. New York City time, for the
following purposes, all of which are more fully described in the accompanying
Proxy Statement dated March 18, 2005:

1. To elect nine Directors of the Fund, to hold office for a term of
one, two or three years, as the case may be, and until their successors are
duly elected and qualified; and

2. To transact such other business as may properly come before the
Meeting or any adjournment thereof.

The holders of the Fund's Taxable Auction Market Preferred Shares have equal
voting rights with the holders of the Fund's common stock (i.e., one vote per
share), and will vote together with the holders of common stock as a single
class on the proposal to elect seven of the nine Directors and other business
that may properly come before the Meeting. The holders of Taxable Auction Market
Preferred Shares, voting separately as a class, will vote for the election of
two Directors, Martin Cohen and Willard H. Smith Jr., who have been designated
as representing the holders of the Fund's Taxable Auction Market Preferred
Shares (see 'Proposal One: Election of Directors').

The Directors have fixed the close of business on March 10, 2005 as the
record date for the determination of stockholders entitled to notice of and to
vote at the Meeting or any adjournment thereof. The enclosed proxy is being
solicited on behalf of the Directors.

By order of the Board of Directors,

ROBERT H. STEERS

ROBERT H. STEERS
Secretary

New York, New York
March 18, 2005

- --------------------------------------------------------------------------------

YOUR VOTE IS IMPORTANT

PLEASE INDICATE YOUR VOTING INSTRUCTIONS ON THE ENCLOSED PROXY CARD, SIGN
AND DATE IT, AND RETURN IT IN THE ENVELOPE PROVIDED, WHICH NEEDS NO POSTAGE IF
MAILED IN THE UNITED STATES. IN ORDER TO SAVE THE FUND ANY ADDITIONAL EXPENSE OF
FURTHER SOLICITATION, PLEASE MAIL YOUR PROXY PROMPTLY.

- --------------------------------------------------------------------------------

<Page>

PROXY STATEMENT
TABLE OF CONTENTS

<Table>
<Caption>
PAGE
----

Introduction................................................ 1
Proposal One: Election of Directors......................... 2
Independent Registered Public Accounting Firm............... 8
Fees Paid to PricewaterhouseCoopers LLP..................... 8
Certain Information Regarding the Investment Manager and the
Administrator............................................. 9
Officers of the Fund........................................ 10
Submission of Proposals for the Next Annual Meeting of
Stockholders.............................................. 10
Stockholder Communications.................................. 11
Other Matters............................................... 11
Votes Required.............................................. 11
</Table>

<Page>

PROXY STATEMENT

COHEN & STEERS REIT AND UTILITY
INCOME FUND, INC.
757 THIRD AVENUE
NEW YORK, NEW YORK 10017
(212) 832-3232

-------------------
ANNUAL MEETING OF STOCKHOLDERS
APRIL 28, 2005
-------------------

INTRODUCTION

This Proxy Statement is furnished in connection with the solicitation of
proxies on behalf of the Board of Directors of Cohen & Steers REIT and Utility
Income Fund, Inc., a Maryland corporation (the 'Fund'), to be voted at the
Annual Meeting of Stockholders of the Fund, to be held at the offices of the
Fund, 757 Third Avenue, 20th Floor, New York, New York 10017, on April 28, 2005
at 10:00 a.m. New York City time, and at any adjournments thereof (collectively,
the 'Meeting'). The solicitation will be by mail and the cost (including
printing and mailing this Proxy Statement, meeting notice and form of proxy, as
well as any necessary supplementary solicitation) will be borne by the Fund
pursuant to the terms of the investment advisory agreement described below. The
Notice of Meeting, Proxy Statement and Proxy are being mailed to stockholders on
or about March 18, 2005.

In accordance with the Fund's by-laws, the presence in person or by proxy of
the holders of record of a majority of the shares of the Fund issued and
outstanding and entitled to vote thereat shall constitute a quorum at the
Meeting. If, however, a quorum shall not be present or represented at the
Meeting or if fewer shares are present in person or by proxy than is the minimum
required to take action with respect to any proposal presented at the Meeting,
the holders of a majority of the shares of the Fund present in person or by
proxy shall have the power to adjourn the Meeting from time to time, without
notice other than announcement at the Meeting, until the requisite number of
shares entitled to vote at the Meeting shall be present. At any adjourned
Meeting, if the relevant quorum is subsequently constituted, any business may be
transacted which might have been transacted at the Meeting as originally called.
For purposes of determining the presence of a quorum for transacting business at
the Meeting, abstentions and broker 'non-votes' (that is, proxies from brokers
or nominees indicating that they have not received instructions from the
beneficial owner or other persons entitled to vote shares on a particular matter
with respect to which the brokers or nominees do not have discretionary power)
will be treated as shares that are present but which have not been voted. For
this reason, abstentions and broker non-votes will have no effect on obtaining
the requisite approval of each proposal.

The Board of Directors has fixed the close of business on March 10, 2005 as
the record date for the determination of stockholders entitled to notice of and
to vote at the Meeting. The outstanding voting shares of the Fund as of
March 10, 2005 consisted of 58,805,857 shares of common stock and 25,800 Taxable
Auction Market Preferred Shares, liquidation preference $25,000 per share, each
share being entitled to one vote. All properly executed proxies received prior
to the Meeting will be voted at the Meeting in accordance with the instructions
marked thereon or as otherwise provided therein. Accordingly, unless
instructions to the contrary are marked, proxies will be voted for the election
of the Directors. Any stockholder may revoke his proxy at any time prior to
exercise thereof by giving written

<Page>

notice to the Secretary of the Fund at its offices at 757 Third Avenue, New
York, New York 10017, or by signing another proxy of a later date or by
personally casting his vote at the Meeting.

THE MOST RECENT ANNUAL AND SEMI-ANNUAL REPORTS OF THE FUND, INCLUDING
FINANCIAL STATEMENTS, HAVE BEEN PREVIOUSLY MAILED TO STOCKHOLDERS. IF YOU HAVE
NOT RECEIVED THESE REPORTS OR WOULD LIKE TO RECEIVE ADDITIONAL COPIES FREE OF
CHARGE, PLEASE CONTACT LAWRENCE B. STOLLER, ASSISTANT SECRETARY OF THE FUND AT
757 THIRD AVENUE, NEW YORK, NEW YORK 10017, (800) 330-7348, AND THEY WILL BE
SENT PROMPTLY BY FIRST-CLASS MAIL.

PROPOSAL ONE
ELECTION OF DIRECTORS

At the Meeting, nine Directors will be elected to serve for a term of one,
two or three years, as the case may be, and until their successors are duly
elected and qualified. The nominees for Director are George Grossman, Robert H.
Steers and C. Edward Ward, Jr., for terms to expire in 2006; Martin Cohen,
Richard J. Norman and Frank K. Ross, for terms to expire in 2007; and Bonnie
Cohen, Richard E. Kroon and Willard H. Smith Jr., for terms to expire in 2008.
It is the intention of the persons named in the enclosed proxy to nominate and
vote in favor of the nominees. Mr. Ross was elected as a Director by the other
Directors of the Fund effective as of March 5, 2004. Mr. Kroon and Mr. Ward were
elected as Directors by the other Directors of the Fund effective as of
November 4, 2004. Mr. Ross, Mr. Kroon and Mr. Ward were nominated by the
Nominating Committee of the Fund's Board of Directors after first being
identified as potential Directors by several members of that Committee. At the
Meeting, the holders of the Fund's Taxable Auction Market Preferred Shares will
have equal voting rights with the holders of the Fund's common stock (i.e., one
vote per share), and will vote together with the holders of the Fund's common
stock as a single class on the election of Messrs. Grossman, Kroon, Norman,
Ross, Steers, Ward and Ms. Cohen. The holders of the Fund's Taxable Auction
Market Preferred Shares, voting separately as a class, have the right to elect
two Directors of the Fund. The holders of the Fund's common stock do not have
the right to vote with respect to the election of these two Directors, who are
Martin Cohen and Willard H. Smith Jr. In addition to the Fund, each nominee also
currently serves as Director of the thirteen other funds within the Cohen &
Steers Fund Complex.

SUMMARY OF VOTING RIGHTS ON PROPOSAL 1

<Table>
<Caption>
TAXABLE
COMMON AUCTION MARKET
SHAREHOLDERS PREFERRED SHAREHOLDERS
------------ ----------------------

Bonnie Cohen................................................ 58,805,857 25,800
George Grossman............................................. 58,805,857 25,800
Richard E. Kroon............................................ 58,805,857 25,800
Richard J. Norman........................................... 58,805,857 25,800
Frank K. Ross............................................... 58,805,857 25,800
Robert H. Steers............................................ 58,805,857 25,800
C. Edward Ward, Jr. ........................................ 58,805,857 25,800
Martin Cohen................................................ N/A 25,800
Willard H. Smith Jr. ....................................... N/A 25,800
</Table>

Because the Directors are being elected to serve staggered terms, the term
of office of only a single class of Directors will expire each year. As a result
of this system, only those Directors in any one class may be changed in any one
year, and it would require two years or more to change a majority of the Board
of Directors. This system of electing Directors, which may be regarded as an
'anti-takeover' provision, may have the effect of maintaining the continuity of
management and, thus, make it more difficult for the Fund's stockholders to
change the majority of Directors.

<Page>

The nominees have consented to serve as Directors. The Board of Directors of
the Fund knows of no reason why a nominee would be unable to serve, but in the
event of such unavailability, the proxies received will be voted for such
substitute nominee as the Board of Directors may recommend.

Certain information concerning the nominees is set forth as follows:

<Table>
<Caption>
NUMBER OF
FUNDS
WITHIN
FUND
COMPLEX
OVERSEEN BY
PRINCIPAL OCCUPATION DURING PAST DIRECTOR
POSITION HELD FIVE YEARS (INCLUDING OTHER LENGTH OF TERM (INCLUDING
NAME, ADDRESS AND AGE* WITH FUND DIRECTORSHIPS HELD) TIME SERVED OF OFFICE THE FUND)
---------------------- --------- ------------------- ----------- --------- ---------

Disinterested Directors
Bonnie Cohen ................. Director Private Consultant. Prior Since 2003 2008'D' 14
Age: 62 thereto, Undersecretary of
State, United States Department
of State. Board Member of
Wellsford Real Properties, Inc.
George Grossman .............. Director Attorney-at-Law. Since 2003 2006'D' 14
Age: 51
Richard E. Kroon ............. Director Board member of Finlay Since 2008'D' 14
Age: 62 Enterprises, Inc. (operator of November
department store fine jewelry 2004
leased departments), and several
private companies; member of
Investment Subcommittee,
Monmouth University. Retired
Chairman and Managing Partner of
Sprout Group venture capital
funds, then an affiliate of
Donaldson, Lufkin and Jenrette
Securities Corporation; and
former chairman of the National
Venture Capital Association.
Richard J. Norman ............ Director Private Investor. President of Since 2003 2007'D' 14
Age: 61 the Board of Directors of
Maryland Public Television,
Board Member of The Salvation
Army. Prior thereto, Investment
Representative of Morgan Stanley
Dean Witter.
Frank K. Ross ................ Director Professor of Accounting, Howard Since March 2007'D' 14
Age: 61 University; Board member of 2004
NCRIC Group, Inc. (insurance)
and Pepco Holdings, Inc.
(electric utility). Formerly,
Midatlantic Area Managing
Partner for Audit and Risk
Advisory Services at KPMG LLP
and Managing Partner of its
Washington, DC office.
Willard H. Smith Jr. ........ Director Board member of Essex Property Since 2003 2008'D' 14
Age: 68 Trust, Inc., Highwoods
Properties, Inc., Realty Income
Corporation and Crest Net Lease,
Inc. Managing Director at
Merrill Lynch & Co., Equity
Capital Markets Division, from
1983 to 1995.
</Table>

(table continued on next page)

<Page>

(table continued from previous page)

C. Edward Ward, Jr. ......... Director Member of The Board of Trustees Since 2006'D' 14
Age: 58 of Manhattan College, Riverdale, November
New York. Formerly head of 2004
closed-end fund listing for the
New York Stock Exchange
Interested Directors**
Martin Cohen ................. Director, President Co-Chairman and Co-Chief Since 2003 2007'D' 14
Age: 56 and Treasurer Executive Officer of Cohen &
Steers Capital Management, Inc.,
the Fund's Adviser, and its
parent company, Cohen & Steers,
Inc. Prior thereto, President of
the Adviser.
Robert H. Steers ............. Director, Chairman Co-Chairman and Co-Chief Since 2003 2006'D' 14
Age: 52 of the Board and Executive Officer of Cohen &
Secretary Steers Capital Management, Inc.,
the Fund's Adviser, and its
parent company, Cohen & Steers
Inc. Prior thereto, Chairman of
the Adviser.
</Table>

- ---------

* The address of each Director is 757 Third Avenue, New York, NY 10017.

** 'Interested person,' as defined in the Investment Company Act of 1940, as
amended, of the Fund because of the affiliation with Cohen & Steers Capital
Management, Inc., the Fund's investment manager and its parent company,
Cohen & Steers, Inc.

'D' If elected at the Meeting.

The Fund does not have a policy with regard to the Directors' attendance at
annual meetings.

During the Fund's fiscal year ended December 31, 2004, the Board of
Directors met seven times. Each Director attended at least 75% of the aggregate
number of meetings of the Board of Directors and the Committees for which he or
she was eligible. The Fund maintains four standing Board Committees, the Audit
Committee, the Nominating Committee, the Contract Review Committee and the
Governance Committee of the Board of Directors. The Directors serving on each
Committee are not 'interested persons' of the Fund, as defined in Section
2(a)(19) of the Investment Company Act of 1940, as amended (the 'Act'), and
otherwise satisfy the applicable standards for independence of a committee
member of an investment company issuer under the federal securities laws and
under applicable listing standards of the New York Stock Exchange. The members
of the Nominating and Contract Review Committees are Ms. Cohen and Messrs.
Kroon, Grossman, Norman, Ross, Smith and Ward. The members of the Governance
Committee are Messrs. Norman, Ward and Smith. The members of the Audit Committee
are Ms. Cohen and Messrs. Ross, Kroon and Grossman. The Board of Directors
determined that Mr. Ross meets the requirements necessary to serve as an audit
committee financial expert and that the Audit Committee members are financially
literate, for purposes of the New York Stock Exchange listing standards.

<Page>

The Audit Committee met three times during the fiscal year ended
December 31, 2004 and operates pursuant to a written charter adopted by the
Board. A current copy of the charter is attached as Exhibit A to this Proxy
Statement. The main function of the Audit Committee is to oversee the Fund's
accounting and financial reporting policies and practices and its internal
controls, including by assisting with the Board's oversight of the integrity of
the Fund's financial statements, the Fund's compliance with legal and regulatory
requirements, the selection, retention, qualifications and independence of the
Fund's independent auditors and the performance of the Fund's internal control
systems and independent auditors.

The Nominating Committee met twice during the fiscal year ended
December 31, 2004 and operates pursuant to a written charter adopted by the
Board. A current copy of the charter is not available on the Fund's website, but
is attached as Exhibit B to this Proxy Statement. The main functions of the
Nominating Committee are (i) to identify individuals qualified to become members
of the Board in the event that a position is vacated or created, (ii) to select
the Director nominees for the next annual meeting of stockholders and (iii) to
set any necessary standards or qualifications for service on the Board. The
Nominating Committee will consider director candidates recommended by
stockholders, provided that any such stockholder recommendation is submitted in
writing to the Fund, to the attention of the Secretary, at the address of the
principal executive offices of the Fund and further provided that such
recommendation includes all other information specified in the charter.

The Nominating Committee requires that Director candidates have a college
degree or equivalent business experience. The Committee may take into account a
wide variety of factors in considering Director candidates, including (but not
limited to): (i) availability and commitment of a candidate to attend meetings
and perform his or her responsibilities on the Board, (ii) relevant industry and
related experience, (iii) educational background, (iv) financial and other
relevant experience, (v) an assessment of the candidate's character, integrity,
ability and judgment (vi) whether or not the candidate serves on boards of, or
is otherwise affiliated with, competing financial service organizations or their
related mutual fund complexes, (vii) whether or not the candidate has any
relationships that might impair his or her independence and (viii) overall
interplay of a candidate's experience, skill and knowledge with that of other
Committee members. In identifying potential nominees for the Board, the
Committee may consider candidates recommended by one or more of the following
sources: (i) the Fund's current Directors, (ii) the Fund's officers, (iii) the
Fund's investment manager, (iv) the Fund's stockholders (see above) and (v) any
other source the Committee deems to be appropriate. The Committee may, but is
not required to, retain a third party search firm at the Fund's expense to
identify potential candidates.

The Contract Review Committee met twice during the fiscal year ended
December 31, 2004 and operates pursuant to a written charter adopted by the
Board in September 2004. The main functions of the Contract Review Committee are
to make recommendations to the Board of Directors after reviewing advisory and
other contracts that the Fund has with the Adviser and to select third parties
to provide evaluative reports and other information regarding the services
provided by the Adviser to the Board.

The Governance Committee did not meet during the fiscal year ended
December 31, 2004. It operates pursuant to a written charter adopted by the
Board in September 2004. The main function of the Governance Committee is to
assist the Board in the oversight of appropriate and effective governance of the
Fund. The Governance Committee oversees, among other things, the structure and
composition of the Board committees, the size of the Board and the compensation
of independent directors for service on the Board and any Board committee.

<Page>

AUDIT COMMITTEE REPORT

The Audit Committee has met with PricewaterhouseCoopers LLP, the Fund's
independent registered public accounting firm, to discuss the scope of the
engagement, review the Fund's financial statements, and discuss the statements
and audit results with management. The Audit Committee discussed with
PricewaterhouseCoopers LLP the matters required to be discussed by the Statement
on Auditing Standards 61, received the written disclosures and the letter from
PricewaterhouseCoopers LLP required by the Independence Standards Board Standard
No. 1 and discussed with PricewaterhouseCoopers LLP the independent registered
public accounting firm's independence. Based on these reviews and discussions,
the Audit Committee recommended to the Board of Directors that the audited
financial statements of the Fund be included in the Fund's annual report to
stockholders for the last fiscal year.

March 8, 2005

Submitted by the Audit Committee of the Fund's Board of Directors
Bonnie Cohen
George Grossman
Richard E. Kroon
Richard J. Norman
Frank K. Ross
Willard H. Smith Jr.
C. Edward Ward, Jr.

* * *

As of March 10, 2005, the Directors and officers of the Fund as a group
owned less than 1% of the outstanding securities of the Fund. To the knowledge
of management, no person, owned of record or owned beneficially more than 5% of
the Fund's common shares or Taxable Auction Market Preferred Shares outstanding
as of that date, except that Cede & Co., a nominee for participants in the
Depository Trust Company, held of record 58,805,857 common shares, equal to
approximately 99.91% of the Fund's outstanding common shares, and 25,800 Taxable
Auction Market Preferred Shares, equal to approximately 100% of the Fund's
outstanding preferred shares.

As of March 10, 2005, none of the Directors who are not interested persons
of the Fund nor any of their immediate family members owned any securities in
the Adviser or any person directly or indirectly controlling, controlled by or
under common control with the Adviser.

<Page>

The following table provides information concerning the dollar range of the
Fund's equity securities owned by each Director and the aggregate dollar range
of securities owned in the Cohen & Steers Fund Complex by each Director.

<Table>
<Caption>
AGGREGATE DOLLAR RANGE OF
DOLLAR RANGE OF EQUITY EQUITY SECURITIES IN THE
SECURITIES IN THE FUND AS OF COHEN & STEERS FUND COMPLEX
MARCH 10, 2005 AS OF MARCH 10, 2005
-------------- --------------------

Robert H. Steers............................ Over $100,000 Over $100,000
Martin Cohen................................ Over $100,000 Over $100,000
Bonnie Cohen................................ $50,001 - $100,000 Over $100,000
George Grossman............................. $10,001 - $50,000 Over $100,000
Richard E. Kroon............................ $1 - $10,000 $10,001 - $50,000
Richard J. Norman........................... Over $100,000 Over $100,000
Frank K. Ross............................... none Over $100,000
Willard H. Smith Jr. ....................... Over $100,000 Over $100,000
C. Edward Ward, Jr.......................... $1 - $10,000 $10,001 - $50,000
</Table>

COMPENSATION OF DIRECTORS AND OFFICERS. Directors of the Fund who are not
interested persons of the Fund are paid by the Fund an annual retainer of $4,500
and a fee of $500 for each regular meeting attended and are reimbursed for the
expenses of attendance at such meetings and, for the fiscal year ended
December 31, 2004, such fees and expenses paid by the Fund totaled $51,559.

The following table sets forth information regarding compensation of
Directors by the Fund and by the Cohen & Steers Fund Complex for the fiscal year
ended December 31, 2004. Officers of the Fund, other than the Chief Compliance
Officer who receives less than $60,000 from the Fund, and Directors who are
interested persons of the Fund do not receive any compensation from the Fund or
any other fund in the Cohen & Steers Fund Complex which is a U.S. registered
investment company. In the column headed 'Total Compensation to Directors by
Fund Complex,' the compensation paid to each Director represents the twelve
funds that each Director served in the Cohen & Steers Fund Complex during 2004.
The Directors do not receive any pension or retirement benefits from the Cohen &
Steers Fund Complex.

COMPENSATION TABLE
FISCAL YEAR ENDED DECEMBER 31, 2004

<Table>
<Caption>
TOTAL
COMPENSATION
AGGREGATE PAID TO
COMPENSATION DIRECTORS BY
NAME OF PERSON, POSITION FROM FUND FUND COMPLEX
------------------------ --------- ------------

Bonnie Cohen, Director...................................... $7,500 $85,625
Martin Cohen*, Director and President....................... $ 0 $ 0
George Grossman, Director................................... $7,500 $85,625
Richard E. Kroon, Director.................................. $2,125 $25,500
Richard J. Norman, Director................................. $7,500 $85,625
Frank K. Ross, Director..................................... $5,875 $71,000
Willard H. Smith Jr., Director.............................. $7,500 $85,625
Robert H. Steers*, Director and Chairman.................... $ 0 $ 0
C. Edward Ward, Jr., Director............................... $2,125 $25,500
</Table>

- ---------

* 'Interested person,' as defined in the Act, of the Fund because of the
affiliation with Cohen & Steers Capital Management, Inc., the Fund's
investment manager and its parent company, Cohen & Steers, Inc.

<Page>

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE. Section 16(a) of
the Securities Exchange Act of 1934, as amended (the 'Exchange Act'), and
Section 30(h) of the Act, as applied to the Fund, require certain of the Fund's
officers, Directors and investment adviser, affiliates of the investment
adviser, and persons who beneficially own more than 10% of a registered class of
the Fund's outstanding securities ('Reporting Persons') to file reports of
ownership of the Fund's securities and changes in such ownership with the
Securities and Exchange Commission and the New York Stock Exchange. Those
persons are required by Securities and Exchange Commission regulations to
furnish the Fund with copies of all filings. In June 2004, Joseph M. Harvey was
elected as a Vice President of the Fund. A Form 3 was filed on Mr. Harvey's
behalf in August 2004.

THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS OF THE FUND VOTE FOR
THE ELECTION OF EACH NOMINEE TO SERVE AS A DIRECTOR OF THE FUND.

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Audit Committee, at a meeting held on March 8, 2005, selected
PricewaterhouseCoopers LLP, an independent registered public accounting firm, to
audit the accounts of the Fund for the fiscal year ending December 31, 2005.
Their selection also was ratified and approved by the vote, cast in person, of a
majority of the Directors of the Fund, including a majority of the Directors who
are not 'interested persons' of the Fund within the meaning of the Act and who
are 'independent' as defined in the New York Stock Exchange listing standards,
at a meeting held on March 8, 2005. PricewaterhouseCoopers LLP has audited the
accounts of the Fund since prior to the Fund's commencement of business on
January 30, 2004 and does not have any direct financial interest or any material
indirect financial interest in the Fund. A representative of
PricewaterhouseCoopers LLP is expected to be available for the Meeting and to
have the opportunity to make a statement and respond to appropriate questions
from the stockholders. The Audit Committee of the Board of Directors meets at
least twice each year with representatives of PricewaterhouseCoopers LLP to
discuss the scope of their engagement, and review the financial statements of
the Fund and the results of their examination thereof.

FEES PAID TO PRICEWATERHOUSECOOPERS LLP

Aggregate fees billed to the Fund for the last two fiscal years for
professional services rendered by PricewaterhouseCoopers LLP were as follows:

<Table>
<Caption>
2004 2003
---- ----

Audit Fees.................................................. $123,390 N/A
Audit-Related Fees.......................................... 40,000 N/A
Tax Fees.................................................... 12,600 N/A
All Other Fees.............................................. -- N/A
</Table>

Audit-related fees were billed in connection with the preparation and
issuance of certification reports to rating agencies relating to the
registrant's preferred shares. Tax fees were billed in connection with the
preparation of tax returns, calculation and designation of dividends and other
miscellaneous tax services.

Aggregate fees billed by PricewaterhouseCoopers LLP for the last two fiscal
years for non-audit services provided to the Adviser (not including a
sub-adviser whose role is primarily portfolio management and is subcontracted or
overseen by another investment adviser) and any entity

<Page>

controlling, controlled by, or under common control with the Adviser that
provides ongoing services to the registered investment company, where the
engagement relates directly to the operations and financial reporting of the
registrant, were as follows:

<Table>
<Caption>
2004 2003
---- ----

Audit-Related Fees.......................................... -- N/A
Tax Fees.................................................... -- N/A
All Other Fees.............................................. $62,500 N/A
</Table>

These other fees were billed in connection with internal control reviews and
AIMR performance reviews.

The Audit Committee is required to pre-approve audit and non-audit services
performed for the Fund by its principal accountant. The Audit Committee also is
required to pre-approve non-audit services performed by the Fund's principal
accountant for the Adviser and any sub-adviser (not including any sub-adviser
whose role is primarily portfolio management and is subcontracted with or
overseen by another investment adviser) and/or to any entity controlling,
controlled by or under common control with the registrant's investment adviser
that provides ongoing services to the Fund, if the engagement for services
relates directly to the operations and financial reporting of the Fund.

The Audit Committee may delegate pre-approval authority to one or more of
its members who are independent members of the board of directors of the Fund.
The member or members to whom such authority is delegated shall report any
pre-approval decisions to the Audit Committee at its next scheduled meeting. The
Audit Committee may not delegate its responsibility to pre-approve services to
be performed by the Fund's principal accountant for the Adviser.

None of the services described above were approved by the Audit Committee
pursuant to paragraphs (c)(7)(i)(C) of Rule 2-01 of Regulation S-X.

For the fiscal year ended December 31, 2004, the aggregate fees billed by
PricewaterhouseCoopers LLP for non-audit services rendered to the Fund and for
non-audit services rendered to the Adviser (not including any sub-adviser whose
role is primarily portfolio management and is subcontracted with or overseen by
another investment adviser) and/or to any entity controlling, controlled by or
under common control with the Adviser that provides ongoing services to the
registrant were $120,600.

The Audit Committee considered whether the provision of non-audit services
that were rendered to the Adviser (not including any sub-adviser whose role is
primarily portfolio management and is subcontracted with or overseen by another
investment adviser) and/or to any entity controlling, controlled by or under
common control with the Adviser that provides ongoing services to the Fund that
were not pre-approved pursuant to paragraph (c)(7)(ii) of Rule 2-01 of
Regulation S-X was compatible with maintaining the principal accountant's
independence.

CERTAIN INFORMATION REGARDING THE INVESTMENT MANAGER AND
THE ADMINISTRATOR

The Fund has retained Cohen & Steers Capital Management, Inc., a New York
corporation with offices at 757 Third Avenue, New York, New York 10017, to serve
as its investment manager and administrator (the 'Adviser') under an investment
management agreement dated January 27, 2004 and an administration agreement,
dated January 27, 2004. Martin Cohen and Robert H. Steers are 'controlling
persons' of the Adviser on the basis of their ownership of more than 25% of the
stock of the Adviser's parent company, Cohen & Steers, Inc. Their address is 757
Third Avenue, New York, New

<Page>

York 10017. State Street Bank and Trust Company, with offices at 225 Franklin
Street, Boston, Massachusetts 02110, serves as sub-administrator to the Fund.

OFFICERS OF THE FUND

The principal officers of the Fund and their principal occupations during
the past five years are set forth below. The address of each of the following
persons is 757 Third Avenue, New York, New York 10017.

Robert H. Steers, Chairman of the Board and Secretary (see Proposal One,
'Election of Directors,' at page 4 for biographical information).

Martin Cohen, President and Treasurer (see Proposal One, 'Election of
Directors,' at page 4 for biographical information).

Adam M. Derechin, Vice President and Assistant Treasurer, age 40, joined the
Adviser in 1993 and has been the Chief Operating Officer since 2003 and prior to
that was a Senior Vice President since 1998.

Joseph M. Harvey, Vice President, age 41, joined the Advisor in 1992 as a
Senior Vice President and has served as President of the Advisor since 2003.
Prior to joining Cohen & Steers, Mr. Harvey was a vice president with Robert A.
Stanger Co. for five years, where he was an analyst specializing in real estate
and related securities for the firm's research and consulting activities.

Robert Becker, Vice President, age 36, joined the Adviser in 2003 as a
Senior Vice President. Prior to joining the Adviser, he was a co-portfolio
manager of the Franklin Utilities Fund at Franklin Templeton Investments.
Mr. Becker has previously held positions in equity research for the utility
sector at Salomon Smith Barney and Scudder, Stevens and Clark.

William F. Scapell, Vice President, age 38, joined the Adviser in 2003 as a
Senior Vice President. Prior to joining the Adviser, he was the chief strategist
for preferred securities at Merrill Lynch & Co.

Lawrence B. Stoller, Assistant Secretary, age 41, joined the Adviser in 1999
and has been an Executive Vice President and General Counsel of the Adviser
since 2005. From 1999 to 2005 he was a Senior Vice President of the Adviser. For
the five years prior to that time, he was Associate General Counsel at Neuberger
Berman Management Inc. (1998-1999) and Assistant General Counsel of The Dreyfus
Corporation (1995-1998).

John E. McLean, Chief Compliance Officer, age 34, joined the Adviser in 2003
as Vice President and Associate General Counsel. Prior to that, he served as
President, Law & Regulation at J. & W. Seligman & Co. and as an associate at
Battle Fowler LLP.

SUBMISSION OF PROPOSALS FOR THE NEXT
ANNUAL MEETING OF STOCKHOLDERS

All proposals by stockholders of the Fund which are intended to be presented
at the Fund's next Annual Meeting of Stockholders, to be held in 2006, must be
received by the Fund (address to Cohen & Steers REIT and Utility Income Fund,
Inc., 757 Third Avenue, New York, New York 10017) for inclusion in the Fund's
proxy statement and proxy relating to that meeting no later than November 18,
2005. Any stockholder who desires to bring a proposal for consideration at the
Fund's 2006 Annual Meeting of Stockholders without including such proposal in
the Fund's proxy statement must deliver written notice thereof to the Secretary
or Assistant Secretary of the Fund (address to Cohen & Steers

<Page>

REIT and Utility Income Fund, Inc., 757 Third Avenue, New York, New York 10017)
during the 30 day period from December 29, 2005 to January 28, 2006.

STOCKHOLDER COMMUNICATIONS

Stockholders may send written communications to the Board to the attention
of the Board of Directors, c/o Cohen & Steers Funds, 757 Third Avenue, New York,
NY 10017. Stockholder communications must be signed by the stockholder and
identify the class and number of shares held by the stockholder. Each properly
submitted stockholder communication shall be provided to the Board at its next
regularly scheduled meeting or if such communication requires more immediate
attention, it will be forwarded to the Directors promptly after receipt.

OTHER MATTERS

Management does not know of any matters to be presented at the Meeting other
than those mentioned in this Proxy Statement. If any of the persons listed above
is unavailable for election as a director, an event not now anticipated, or if
any other matters properly come before the Meeting, the shares represented by
proxies will be voted with respect thereto in accordance with the best judgment
of the person or persons voting the proxies.

VOTES REQUIRED

The presence in person or by proxy of the holders of a majority of the
outstanding shares is required to constitute a quorum at the Meeting. The
election of the Directors representing the Fund's common stock, as set forth in
Proposal 1, will require a vote of the holders of a plurality of the Fund's
shares present at the Meeting. The vote of the holders of a plurality of the
Fund's Taxable Auction Market Preferred Shares is required to elect Messrs.
Cohen and Smith, who have been designated as representing the holders of the
Fund's Taxable Auction Market Preferred Shares.

If the accompanying form of proxy is executed properly and returned, shares
represented by it will be voted at the Meeting in accordance with the
instructions on the proxy. However, if no instructions are specified, shares
will be voted for the election of the Directors and for any other proposals.

By order of the Board of Directors,

ROBERT H. STEERS

ROBERT H. STEERS
Secretary

March 18, 2005
New York, New York

<Page>

EXHIBIT A

COHEN & STEERS FUNDS

AUDIT COMMITTEE CHARTER
(Adopted as of March 2, 2004)

The Board of Directors (the 'Board') of each of the investment companies for
which Cohen & Steers Capital Management, Inc. ('Cohen & Steers') serves as
investment manager or adviser listed on Schedule I hereto, as it may be amended
from time to time (each, a 'Fund' and collectively, the 'Funds'), has adopted
this Charter to govern the activities of the Audit Committee (the 'Committee')
with respect to its oversight of the Fund. This Charter supercedes and replaces
any audit committee charter previously adopted by the Board or a committee of
the Board.

STATEMENT OF PURPOSE AND FUNCTIONS

The Committee's general purpose is to oversee the Fund's accounting and
financial reporting policies and practices and its internal controls, including
by assisting with the Board's oversight of the integrity of the Fund's financial
statements, the Fund's compliance with legal and regulatory requirements, the
qualifications and independence of the Fund's independent auditors, and the
performance of the Fund's internal audit function and independent auditors. The
Committee's purpose is also to prepare reports required by Securities and
Exchange Commission (the 'SEC') rules to be included in the Fund's annual proxy
statement, if any.

The Committee's function is oversight. While the Committee has the
responsibilities set forth in this Charter, it is not the responsibility of the
Committee to plan or conduct audits, to prepare or determine that the Fund's
financial statements are complete and accurate and are in accordance with
generally accepted accounting principles, or to assure compliance with laws,
regulations or any internal rules or policies of the Fund. Fund management is
responsible for: (1) the preparation, presentation and integrity of the Fund's
financial statements; (2) the maintenance of appropriate accounting and
financial reporting principles and policies; and (3) the maintenance of internal
control over financial reporting and other procedures designed to assure
compliance with accounting standards and related laws and regulations. The
Fund's independent auditors are responsible for planning and carrying out an
audit consistent with applicable legal and professional standards and the terms
of their engagement letter. Nothing in this Charter shall be construed to reduce
the responsibilities or liabilities of the Fund's service providers, including
the Fund's independent auditors. Members of the Committee are not employees of
the Funds and, in serving on this Committee, are not, and do not hold themselves
out to be, acting as accountants or auditors. It is not the duty or
responsibility of the Committee or its members to conduct 'field work' or other
types of auditing or accounting reviews or procedures. In discharging their
duties, the members of the Committee are entitled to rely on information,
opinions, reports, or statements, including financial statements and other
financial data, if prepared or presented by: (1) one or more officers of the
Fund whom the Directors reasonably believe to be reliable and competent in the
matters presented; (2) legal counsel, public accountants, or other persons as to
matters the Directors reasonably believe are within the person's professional or
expert competence; or (3) a Board committee of which the Directors are not
members.

A-1

<Page>

MEMBERSHIP

The Committee shall be comprised of as many directors as the Board shall
determine, but, in any event, no less than three. Each member of the Committee
must be a member of the Board. The Board may remove or replace any member of the
Committee at any time in its sole discretion. One or more members of the
Committee may be designated by the Board as the Committee's chairman or co-
chairman, as the case may be.

Each member of the Committee may not be an 'interested person' of the Fund,
as defined in Section 2(a)(19) of the Investment Company Act of 1940, as amended
(the '1940 Act'), and must otherwise satisfy the standards for independence of
an audit committee member of an investment company as set forth in Rule 10A-3(b)
(taking into account any exceptions to those requirements set forth in the rule)
under the Securities Exchange Act of 1934, as amended, (the '1934 Act') and,
with respect to New York Stock Exchange ('NYSE') listed Funds, under applicable
listing standards of the NYSE. In addition, with respect to listed funds, each
member of the Committee must be 'financially literate' (or must become so within
a reasonable time after his or her appointment to the Committee) and at least
one member of the Committee must have 'accounting or related financial
management expertise,' in each case as the Board interprets such qualification
in its business judgment under NYSE listing standards. The Board shall determine
annually whether: (i) the Committee has at least one member who is an 'audit
committee financial expert' ('ACFE'), as such term is defined in the rules
adopted under Section 407 of the Sarbanes-Oxley Act of 2002, and (ii) with
respect to NYSE listed Funds, simultaneous service on more than three public
company audit committees by a member of the Committee would not impair the
ability of such member to effectively serve on the Committee. The designation of
a person as an ACFE is not intended to impose any greater responsibility or
liability on that person than the responsibility and liability imposed on such
person as a member of the Committee, nor does it decrease the duties and
obligations of other Committee members or the Board.

RESPONSIBILITIES AND DUTIES

The Committee's policies and procedures shall remain flexible to facilitate
the Committee's ability to react to changing conditions and to generally
discharge its functions. The following describe areas of attention in broad
terms. The Committee shall:

1. Determine the selection, retention or termination of the Fund's
independent auditors based on an evaluation of their independence and the
nature and performance of the audit and any permitted non-audit services.
Decisions by the Committee concerning the selection, retention or
termination of the independent auditors shall be submitted to the Board for
ratification in accordance with the requirements of Section 32(a) of the
1940 Act. The Fund's independent auditors must report directly to the
Committee, which shall be responsible for overseeing the work of the
independent auditors and be responsible for the resolution of disagreements
between management and the independent auditors relating to financial
reporting.

2. Consider the independence of the Fund's independent auditors at least
annually, and in connection therewith receive on a periodic basis formal
written disclosures and letters from the independent auditors as required by
the Independence Standards Board Standard No.1. In particular, the Committee
should consider whether: (i) the provision of each non-audit service to the
Fund by the Fund's independent auditors is compatible with maintaining the
independence of such independent auditors and (ii) the provision of each
non-audit service to the Fund's investment

A-2

<Page>

adviser or any adviser affiliate (as defined below) that provides ongoing
services to the Fund is compatible with maintaining the independence of such
independent auditors.

3. To the extent required by applicable regulations, pre-approve (i) all
audit and permitted non-audit services rendered by the independent auditors
to the Fund and (ii) all non-audit services rendered by the independent
auditors to the Fund's investment adviser (including any sub-advisers) or
any entity controlling, controlled by, or under common control with the
investment adviser ('adviser affiliate') that provides ongoing services to
the Fund, if the engagement by the adviser affiliate relates directly to the
operations and financial reporting of the Fund. The Committee may implement
policies and procedures pursuant to which these services are approved other
than by the full Committee.

4. Review the fees charged by the independent auditors to the Fund, the
investment adviser and certain affiliates of the investment adviser for
audit, audit related and permitted non-audit services.

5. Set clear policies for the hiring of employees or former employees of
the Fund's independent auditors by the Fund, the Fund's investment adviser,
or an adviser affiliate.

6. Obtain and review at least annually a report from the independent
auditors describing (i) the accounting firm's internal quality-control
procedures; (ii) any material issues raised (a) by the accounting firm's
most recent internal quality-control review or peer review or (b) by any
governmental or other professional inquiry or investigation performed within
the preceding five years respecting one or more independent audits carried
out by the firm, and any steps taken to address any issues; and (iii) all
relationships between the independent auditors and the Fund.

7. Review with the Fund's independent auditors arrangements for and the
scope of the annual audit and any special audits, including the form of any
opinion proposed to be rendered to the Board and stockholders of the Fund.

8. Discuss with management and the independent auditors the Fund's
audited financial statements, including any narrative discussion by
management concerning the Fund's financial condition and investment
performance; discuss with the independent auditors matters required by
Statement of Accounting Standards No. 61 and any other matters required to
be reported to the Committee under applicable law, including, without
limitation, any adjustment to such financial statements recommended by such
independent auditors, or any other results of any audit; and provide a
statement whether, based on its review of the Fund's audited financial
statements, the Committee recommends to the Board that the audited financial
statements be included in the Fund's Annual Report.

9. Review the Fund's unaudited financial statements with Fund management
and the Fund's independent auditors.

10. Review with the independent auditors any audit problems or
difficulties encountered in the course of their audit work and management's
responses thereto.

11. Review with management management's guidelines and policies with
respect to risk assessment and risk management.

12. Discuss with management any press releases discussing the Fund's
investment performance and other financial information about the Fund, as
well as any financial information provided by management to analysts or
rating agencies. The Committee may discharge this responsibility by

A-3

<Page>

discussing the general types of information to be disclosed by the Fund and
the form of presentation (i.e., a case-by-case review is not required) and
need not discuss in advance each release of this information.

13. Establish procedures for (i) the receipt, retention, and treatment
of complaints received by the Fund regarding accounting, internal accounting
controls, or auditing matters; and (ii) the confidential, anonymous
submission by employees of the Fund, the Fund's investment adviser,
administrator, principal underwriter (if any) or any other provider of
accounting-related services for the Fund or of concerns regarding
questionable accounting or auditing matters.

14. Investigate or initiate the investigation of any improprieties or
suspected improprieties in the Fund's accounting operations or financial
reporting and to address reports received from attorneys relating to the
possible violation of federal or state law or fiduciary duty.

15. Review with counsel legal and regulatory matters that have a
material impact on the Fund's financial and accounting reporting policies
and practices or its internal controls.

16. Report to the Board on a regular basis (at least annually) on the
Committee's activities.

17. Receive and review annually a written report from the Fund's
independent auditors regarding any: (i) critical accounting policies to be
used; (ii) alternative accounting treatments that have been discussed with
the Fund's management along with a description of the ramifications of the
use of such alternative treatments and the treatment preferred by the
independent auditors; and (iii) material written communications between the
auditor and management of the Fund, such as any management letter or
schedule of unadjusted differences.

18. Receive and consider specific representations from the Fund's
independent auditors with respect to audit partner rotation and conflicts of
interest as described in Section 10A(l) of the 1934 Act.

19. Consider information and comments from the Fund's independent
auditors with respect to the Fund's accounting and financial reporting
policies, procedures and internal control over financial reporting
(including the Fund's critical accounting policies and practices) and
management's responses to any such comments.

20. Consider information and comments from the Fund's independent
auditors with respect to, and meet with such independent auditors to discuss
any matters of concern relating to, the Fund's financial statements,
including any adjustments to such statements recommended by such independent
auditors, and to review the independent auditors' opinion on the Fund's
financial statements.

21. Receive reports from the Fund's principal executive officer and
principal financial officer, or persons performing similar functions,
regarding: (i) all significant deficiencies in the design or operation of
the Fund's internal controls that could adversely affect the Fund's ability
to record, process, summarize, and report financial data and the
identification for the Fund's independent auditors of any material
weaknesses in internal controls; (ii) any fraud, whether or not material,
that involves Fund management or other employees or employees of the
investment adviser who have a significant role in the Fund's internal
controls; and (iii) whether or not there were significant changes in the
Fund's internal controls or in other factors that could significantly affect
the Fund's internal controls subsequent to the date of their evaluation,
including any corrective actions with regard to significant deficiencies and
material weaknesses.

A-4

<Page>

22. Perform such other functions consistent with this Charter, the
Articles of Incorporation and Bylaws applicable to the Fund, and applicable
law or regulation, as the Committee or the Board deems necessary or
appropriate.

The Committee may delegate any portion of its authority and responsibilities
as set forth in this Charter to a subcommittee of one or more members of the
Committee; provided, however, that the Committee may not delegate its
responsibilities in Item 1 above. Among other things, the subcommittee may act
on behalf of the Committee to pre-approve services proposed to be provided by
the independent auditors which have not otherwise been approved at a meeting of
the Committee. The subcommittee shall inform the other members of the Committee
of any services pre-approved pursuant to the foregoing in due course, or in any
event, at the next meeting of the Committee.

MEETINGS

At least annually, the Committee shall meet separately with the independent
auditors, with Fund management, and with those persons responsible for the
Fund's internal audit function, if any. The Committee shall hold other regular
or special meetings as and when it deems necessary or appropriate. The Committee
may request any officer or employee of Cohen & Steers or the Fund's legal
counsel (or counsel to the Board members who are not 'interested persons' of the
Fund) or independent auditors to attend a meeting of the Committee or to meet
with any members of, or consultants to, the Committee. Any action of the
Committee requires the vote of a majority of the Committee members present,
whether in person or otherwise, at the meeting at which such action is
considered. Members of the Committee may participate in a meeting of the
Committee by means of conference call or similar communications equipment by
means of which all persons participating in such meeting can hear each other.

OUTSIDE RESOURCES AND ASSISTANCE FROM MANAGEMENT

The appropriate officers of the Fund shall provide or arrange to provide
such information, data and services as the Committee may request. The Committee
shall have the authority to engage at the Fund's expense independent counsel and
other experts and consultants whose expertise the Committee considers necessary
to carry out its responsibilities. The Fund shall provide for appropriate
funding, as determined by the Committee, in its capacity as a committee of the
Board, for payment of: (i) compensation of the Fund's independent auditors for
the preparation or issuance of an audit report relating to the Fund's financial
statements or the performance of other audit, review or attest services for the
Fund; (ii) compensation of independent legal counsel or other advisers retained
by the Committee; and (iii) ordinary administrative expenses of the Committee
that are necessary or appropriate in fulfilling its purposes or carrying out its
responsibilities under this Charter.

ANNUAL EVALUATIONS

The Committee shall review and reassess the adequacy of this Charter at
least annually and recommend any changes to the Board. In addition, the
Committee shall review its performance at least annually. The Committee shall
assist the Fund, if necessary, in preparing any written affirmation or written
certification required to be filed with the NYSE in connection with any NYSE
listed Fund.

ADOPTION AND AMENDMENTS

The Board shall adopt and approve this Charter and may amend the Charter at
any time on the Board's own motion.

A-5

<Page>

SCHEDULE I

FUNDS IN THE COHEN & STEERS COMPLEX OF FUNDS

OPEN-END

Cohen & Steers Realty Income Fund, Inc.

Cohen & Steers Institutional Realty Shares, Inc.

Cohen & Steers Realty Shares, Inc.

Cohen & Steers Realty Focus Fund, Inc.

Cohen & Steers Utility Fund, Inc.

Cohen & Steers VIF Realty Fund, Inc.

CLOSED-END

Cohen & Steers Advantage Income Realty Shares, Inc.

Cohen & Steers Dividend Majors Fund, Inc.

Cohen & Steers Premium Income Realty Fund, Inc.

Cohen & Steers Quality Income Realty Fund, Inc.

Cohen & Steers REIT and Preferred Income Fund, Inc.

Cohen & Steers REIT and Utility Income Fund, Inc.

Cohen & Steers Select Utility Fund, Inc.

Cohen & Steers Total Return Realty Fund, Inc.

A-6

<Page>

EXHIBIT B

COHEN & STEERS FUNDS

NOMINATING COMMITTEE CHARTER
(Adopted as of March 2, 2004)

STATEMENT OF PURPOSES AND RESPONSIBILITIES

The primary purposes and responsibilities of the Committee are (i) to
identify individuals qualified to become members of the Board in the event that
a position is vacated or created, (ii) to select the Director nominees for the
next annual meeting of stockholders and (iii) to set any necessary standards or
qualifications for service on the Board.

ORGANIZATION AND GOVERNANCE

The Committee shall be comprised of as many Directors as the Board shall
determine, but in any event not less than two (2) Directors. The Committee must
consist entirely of Board members who are not 'interested persons' of the Fund
('Independent Directors'), as defined in Section 2(a)(19) of the Investment
Company Act of 1940, as amended (the '1940 Act'). The Board may remove or
replace any member of the Committee at any time in its sole discretion.

One or more members of the Committee may be designated by the Board as the
Committee's chairman or co-chairman, as the case may be.

The Committee will not have regularly scheduled meetings. Committee meetings
shall be held as and when the Committee or the Board determines necessary.

QUALIFICATIONS FOR DIRECTOR NOMINEES

The Committee requires that Director candidates have a college degree or
equivalent business experience. The Committee may take into account a wide
variety of factors in considering Director candidates, including (but not
limited to): (i) availability and commitment of a candidate to attend meetings
and perform his or her responsibilities on the Board, (ii) relevant industry and
related experience, (iii) educational background, (iv) financial and other
relevant experience, (v) an assessment of the candidate's character, integrity,
ability and judgment (vi) whether or not the candidate serves on boards of, or
is otherwise affiliated with, competing financial service organizations or their
related mutual fund complexes, (vii) whether or not the candidate has any
relationships that might impair his or her independence, such as any business,
financial or family relationships with Cohen & Steers, Fund service providers or
their affiliates and (viii) overall interplay of a candidate's experience, skill
and knowledge with that of other Committee members.

B-1

<Page>

SOURCES FOR IDENTIFICATION OF NOMINEES

In identifying potential nominees for the Board, the Committee may consider
candidates recommended by one or more of the following sources: (i) the Fund's
current Directors, (ii) the Fund's officers, (iii) Cohen & Steers and/or the
Fund's other investment advisers, if any, (iv) the Fund's stockholders (see
below) and (v) any other source the Committee deems to be appropriate. The
Committee may, but is not required to, retain a third party search firm at the
Fund's expense to identify potential candidates.

CONSIDERATION OF CANDIDATES RECOMMENDED BY STOCKHOLDERS

The Committee will consider and evaluate nominee candidates properly
submitted by stockholders on the same basis as it considers and evaluates
candidates recommended by other sources. Appendix A to the Charter, as it may be
amended from time to time by the Committee, sets forth procedures that must be
followed by stockholders to properly submit a nominee candidate to the Committee
(recommendations not properly submitted in accordance with Appendix A will not
be considered by the Committee).

DELEGATION

The Committee may delegate any portion of its authority and responsibilities
as set forth in this Charter to a subcommittee of one or more members of the
Committee.

B-2

<Page>

SCHEDULE I

FUNDS IN THE COHEN & STEERS COMPLEX OF FUNDS

OPEN-END

Cohen & Steers Realty Income Fund, Inc.

Cohen & Steers Institutional Realty Shares, Inc.

Cohen & Steers Realty Shares, Inc.

Cohen & Steers Realty Focus Fund, Inc.

Cohen & Steers Utility Fund, Inc.

Cohen & Steers VIF Realty Fund, Inc.

CLOSED-END

Cohen & Steers Advantage Income Realty Shares, Inc.

Cohen & Steers Dividend Majors Fund, Inc.

Cohen & Steers Premium Income Realty Fund, Inc.

Cohen & Steers Quality Income Realty Fund, Inc.

Cohen & Steers REIT and Preferred Income Fund, Inc.

Cohen & Steers REIT and Utility Income Fund, Inc.

Cohen & Steers Select Utility Fund, Inc.

Cohen & Steers Total Return Realty Fund, Inc.

B-3

<Page>

APPENDIX A

PROCEDURES FOR STOCKHOLDERS TO SUBMIT NOMINEE CANDIDATES
(As of March 2, 2004)

A Fund shareholder must follow these procedures in order to properly submit
a nominee recommendation for the Committee's consideration.

1. The shareholder must submit any such recommendation (a 'Shareholder
Recommendation') in writing to the Fund, to the attention of the Secretary, at
the address of the principal executive offices of the Fund.

2. The Shareholder Recommendation must include: (i) a statement in writing
setting forth (A) the name, age, date of birth, business address, residence
address and nationality of the person recommended by the shareholder (the
'candidate'); (B) the class or series and number of all shares of the Fund owned
of record or beneficially by the candidate, as reported to such shareholder by
the candidate; (C) any other information regarding the candidate called for with
respect to director nominees by paragraphs (a), (d), (e) and (f) of Item 401 of
Regulation S-K or paragraph (b) of Item 22 of Rule 14a-101 (Schedule 14A) under
the Securities Exchange Act of 1934, as amended (the 'Exchange Act'), adopted by
the Securities and Exchange Commission (the 'SEC') (or the corresponding
provisions of any regulation or rule subsequently adopted by the SEC or any
successor agency applicable to the Fund); (D) any other information regarding
the candidate that would be required to be disclosed if the candidate were a
nominee in a proxy statement or other filing required to be made in connection
with solicitation of proxies for election of directors pursuant to Section 14 of
the Exchange Act and the rules and regulations promulgated thereunder; and (E)
whether the recommending shareholder believes that the candidate is or will be
an 'interested person' of the Fund (as defined in the 1940 Act) and, if not an
'interested person,' information regarding the candidate that will be sufficient
for the Fund to make such determination; (ii) the written and signed consent of
the candidate to be named as a nominee and to serve as a director if elected;
(iii) the recommending shareholder's name as it appears on the Fund's books;
(iv) the class or series and number of all shares of the Fund owned beneficially
and of record by the recommending shareholder; and (v) a description of all
arrangements or understandings between the recommending shareholder and the
candidate and any other person or persons (including their names) pursuant to
which the recommendation is being made by the recommending shareholder. In
addition, the Committee may require the candidate to furnish such other
information as it may reasonably require or deem necessary to determine the
eligibility of such candidate to serve on the Board.

B-4

<Page>
Appendix I

COHEN & STEERS REIT AND UTILITY INCOME FUND

757 Third Avenue
New York, New York 10017

PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

Revoking any such prior appointments, the undersigned appoints Jay J. Chen and
Lawrence B. Stoller (or, if only one shall act, then that one) proxies with the
power of substitution to vote all the common stock of Cohen & Steers REIT and
Utility Income Fund, Inc. (the "Fund") registered in the name of the undersigned
at the Annual Meeting of Stockholders to be held at the offices of Cohen &
Steers Capital Management, Inc., 757 Third Avenue, New York, New York 10017 on
April 28, 2005 at 10:00 a.m., and at any adjournments thereof.

- --------------------------------------------------------------------------------
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY IN THE ENCLOSED
ENVELOPE.
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
Please sign exactly as your name(s) appear(s) on the books of the Fund. Joint
owners should each sign personally. Trustees and other fiduciaries should
indicate the capacity in which they sign, and where more than one name appears,
a majority must sign. If a corporation, this signature should be that of an
authorized officer who should state his or her title.
- --------------------------------------------------------------------------------

HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?

- ---------------------------- ----------------------------
- ---------------------------- ----------------------------
- ---------------------------- ----------------------------

<Page>

3871
Please mark
|X| votes as in
this example.

- -------------------------------------------
COHEN & STEERS REIT AND UTILITY INCOME FUND
- -------------------------------------------
COMMON SHARES

1. Election of Directors. 2. To transact such other business as may properly come before
Nominees: (01) Bonnie Cohen, (02) George Grossman, the meeting.
(03) Richard E. Kroon, (04) Richard J. Norman,
(05) Frank K. Ross, (06) Robert H. Steers
and (07) C. Edward Ward Jr.
____ ____
FOR | | | | WITHHELD
ALL | | | | FROM ALL
NOMINEES |____| |____| NOMINEES

____
| |
| |
|____| __________________________________________
For all nominee(s) except as written above The shares of common stock represented by this Proxy will be voted in
accordance with the specifications made above. If no specifications are
made, such shares will be voted FOR the election of all nominees for
Director.

Please be sure to sign and date this Proxy.

Signature:______________________ Date:__________ Signature:______________________ Date:__________

<Page>
Appendix II

COHEN & STEERS REIT AND UTILITY INCOME FUND

757 Third Avenue
New York, New York 10017

PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

Revoking any such prior appointments, the undersigned appoints Jay J. Chen and
Lawrence B. Stoller (or, if only one shall act, then that one) proxies with the
power of substitution to vote all the Auction Market Preferred Shares of Cohen &
Steers REIT and Utility Income Fund (the "Fund") registered in the name of the
undersigned at the Annual Meeting of Stockholders to be held at the offices of
Cohen & Steers Capital Management, Inc., 757 Third Avenue, New York, New York
10017 on April 28, 2005 at 10:00 a.m., and at any adjournments thereof.

HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?

- ---------------------------- ----------------------------
- ---------------------------- ----------------------------
- ---------------------------- ----------------------------

<Page>

3779
Please mark
|X| votes as in
this example.

- -------------------------------------------
COHEN & STEERS REIT AND UTILITY INCOME FUND
- -------------------------------------------
AUCTION MARKET PREFERRED SHARES

1. Election of Directors. 2. To transact such other business as may properly come before
Nominees: (01) Bonnie Cohen, (02) Martin Cohen, the meeting.
(03) George Grossman, (04) Richard E. Kroon,
(05) Richard J. Norman, (06) Frank K. Ross,
(07) Robert H. Steers, (08) Willard H. Smith Jr.
and (09) C. Edward Ward Jr.
____ ____
FOR | | | | WITHHELD
ALL | | | | FROM ALL
NOMINEES |____| |____| NOMINEES

____
| |
| |
|____| __________________________________________
For all nominee(s) except as written above The shares of Auction Market Preferred Shares represented by this Proxy
will be voted in accordance with the specifications made above. If no
specifications are made, such shares will be voted FOR the election of
all nominees for Director.

Please be sure to sign and date this Proxy.

Signature:______________________ Date:__________ Signature:______________________ Date:__________

STATEMENT OF DIFFERENCES
------------------------

The dagger symbol shall be expressed as ................................. 'D'