EX-99.(D)(3) 3 d46666dex99d3.htm EX-99.(D)(3) EX-99.(d)(3)

Ex. (d)(3)

NOTICE OF GUARANTEED DELIVERY

For Common Stock of

Cohen & Steers Infrastructure Fund, Inc.

Subscribed for under the Primary Subscription and

Pursuant to the Over-Subscription Privilege

As set forth in the Prospectus Supplement, dated September 22, 2025, and the accompanying Prospectus, dated September 10, 2025 (collectively, the “Prospectus”), this form or one substantially equivalent hereto may be used as a means of effecting subscription and payment for all of Cohen & Steers Infrastructure Fund, Inc., (the “Fund”) common stock subscribed for under the primary subscription and pursuant to the over-subscription privilege (the “Common Stock”). Such form may be delivered by first class mail, overnight courier or sent by email transmission to the Subscription Agent and must be received prior to 5:00 p.m., Eastern Time, on October 16, 2025, unless such time is extended by Fund as described in the Prospectus (such date and time, as the same may be extended, the “Expiration Date”). The terms and conditions of the Offer set forth in the Prospectus are incorporated by reference herein. Capitalized terms used and not otherwise defined herein have the meaning attributed to them in the Prospectus.

 

     The Subscription Agent is:      
  LOGO   
If By Mail:  

   

  

      Computershare Trust Company, N.A.

     Attn: Corporate Actions Voluntary Offer

  

          

        P.O. Box 43011   
          Providence, RI 02940-3011   
If By Overnight Courier:     

     Computershare Trust Company, N.A.

     Attn: Corporate Actions Voluntary Offer

  
    

    150 Royall Street, Suite V

   Canton, MA 02021

  
If By Email:         canoticeofguarantee@computershare.com   

For information call the information agent, Georgeson LLC: 800-261-1047

DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR TRANSMISSION VIA AN EMAIL ADDRESS OTHER THAN ONE LISTED ABOVE DOES NOT CONSTITUTE A VALID DELIVERY. THE ABOVE EMAIL ADDRESS CAN ONLY BE USED FOR DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY. ANY TRANSMISSION OF OTHER MATERIALS WILL NOT BE ACCEPTED AND WILL NOT BE CONSIDERED A VALID SUBMISSION FOR THE OFFER.

The undersigned, a member firm of the NYSE, Nasdaq or other national exchange, or bank or trust company which completes this form must communicate this guarantee and the number of Common Stock subscribed for in connection with this guarantee (separately disclosed as to the primary subscription and the over-subscription privilege) to the Subscription Agent and must deliver this Notice of Guaranteed Delivery, to the Subscription Agent, prior to 5:00 p.m., New York City time, on the Expiration Date, guaranteeing delivery of a properly completed and signed subscription certificate (which certificate must then be delivered to the Subscription Agent no later than the close of business on the first business day after the Expiration Date). Failure to do so will result in a forfeiture of the Rights.

VOLUNTARY CORPORATE ACTIONS COY: UTF

03QL4B


GUARANTEE

The undersigned, a member firm of the NYSE, Nasdaq or other national exchange, or a bank or trust company, having an office or correspondent in the United States, guarantees delivery to the Subscription Agent prior to 5:00 p.m., Eastern Time, on the First Business Day after October 16, 2025, which is the Expiration Date, unless extended, as described in the Prospectus) of a properly completed and executed subscription certificate. Participants should notify the Depositary prior to covering through the submission of a physical security directly to the Depositary based on a guaranteed delivery that was submitted via the PTOP platform of The Depository Trust Company (“DTC”).

Price for shares of Common Stock subscribed for under the primary subscription and for any additional shares of Common Stock subscribed for pursuant to the over-subscription privilege, is subject, in the case of the over-subscription privilege, to proration, as described in the Prospectus, as subscription for such shares of Common Stock is indicated herein or in the subscription certificate.

 

Cohen & Steers Infrastructure Fund, Inc.

   
   

Broker Assigned Control #

 

        

1. Primary

 

Number of Rights to be

 

Number of shares of

 

Payment to be made in

 subscription

 

exercised

 

Common Stock under the

 

connection with the shares

   

primary subscription

 

of Common Stock

   

requested for

 

subscribed for under the

   

which you are

 

primary subscription

   

guaranteeing delivery of

 
   

Rights and payment

 
 

     Rights

 

    Shares of

 

$       

   

Common Stock

 
   

(Rights ÷ 5)

 

2. Over-subscription

     

 privilege

   

Number of Shares of

 

Payment to be made in

   

Common Stock requested

 

connection with the shares

   

pursuant to the over-

 

of Common Stock

   

subscription privilege for

 

requested pursuant to the

   

which you are

 

over-subscription privilege

   

guaranteeing payment

 
     

$       

   

     Shares of

 
   

Common Stock

 

3. Totals

 

Total number of Rights to

 

Total number of shares of

 
 

be delivered

 

Common Stock subscribed

 
   

for and/or requested

 
 

     Rights

 

    Shares of

 

$       

   

Common Stock

 

Total Payment

Method of delivery of the Notice of Guaranteed Delivery (circle one) A. Through DTC

B. Direct to Computershare, as Subscription Agent.

Please reference below the registration of the Rights to be delivered.

 

 

VOLUNTARY CORPORATE ACTIONS COY: UTF


PLEASE ASSIGN A UNIQUE CONTROL NUMBER FOR EACH GUARANTEE SUBMITTED. This number needs to be referenced on any direct delivery of Rights or any delivery through DTC.

 

 

 

 

 

 

    

Name of Firm

   

Authorized Signature

 

DTC Participant Number

   

Title

 

Address

   

Name (Please Type or Print)

 

Zip Code

   

Phone Number

 

Contact Name

   

Date

 

 

VOLUNTARY CORPORATE ACTIONS COY: UTF