AGREEMENT AND PLAN OF REORGANIZATION AGREEMENT AND PLAN OF REORGANIZATION dated as of June 9, 2009 (the "Agreement"), between COHEN & STEERS EUROPEAN REALTY SHARES, INC., a Maryland corporation (the "Fund"), and COHEN & STEERS INTERNATIONAL REALTY...Agreement and Plan of Reorganization Agreement and Plan of Reorganization • June 29th, 2009 • Cohen & Steers European Realty Shares, Inc.
AGREEMENT AND PLAN OF REORGANIZATION AGREEMENT AND PLAN OF REORGANIZATION dated as of June 9, 2009 (the "Agreement"), between COHEN & STEERS EUROPEAN REALTY SHARES, INC., a Maryland corporation (the "Fund"), and COHEN & STEERS INTERNATIONAL REALTY FUND, INC., a Maryland corporation (the "Acquiring Fund"). This Agreement is intended to be and is adopted as a "plan of reorganization" within the meaning of the regulations under Section 368(a) of the United States Internal Revenue Code of 1986, as amended (the "Code"). The reorganization will consist of the transfer of all of the assets of the Fund to the Acquiring Fund in exchange solely for the Acquiring Fund's Class A, Class C and Class I shares ("Acquiring Fund Shares") of common stock, par value$.001 per share, and the assumption by the Acquiring Fund of the liabilities of the Fund as described herein, and the distribution, after the Closing Date hereinafter referred to, of the Acquiring Fund Shares to the shareholders of the Fund in
