ALPS DISTRIBUTORS, INC. AMENDMENT NO. 2 TO SUB-PLACEMENT AGENT AGREEMENT

Exhibit(h)(3)

ALPS DISTRIBUTORS, INC.

AMENDMENT NO. 2 TO
SUB-PLACEMENT AGENT AGREEMENT

October 6, 2020

UBS Securities LLC

0000 Xxxxxx xx xxx Xxxxxxxx

Xxx Xxxx, Xxx Xxxx 00000

Ladies and Gentlemen:

Reference is made to the Sub-Placement Agent Agreement, dated November 14, 2019, by and between UBS Securities LLC, as sub-placement agent (the “Agent”), and ALPS Distributors, Inc. (the “Distributor”), as amended by Amendment No. 1 thereto, dated August 12, 2020 (the “Sub-Placement Agent Agreement”), regarding the offer and sale of up to 5,500,000 shares of beneficial interest, no par value, of Xxxxxx Utility Income Fund, a Delaware statutory trust, from time to time, through the Sub-Placement Agent, in transactions that are deemed to be “at the market” as defined in Rule 415 under the Securities Act of 1933, as amended.

A. Amendments to Sub-Placement Agent Agreement. The Sub-Placement Agent Agreement is further amended as follows, effective as of the date hereof:

1. The first paragraph of the Sub-Placement Agent Agreement is hereby deleted and replaced in its entirety with the following:

“From time to time ALPS Distributors, Inc. (the "Distributor", "we" or "us") will act as manager of registered at-the-market offerings by Xxxxxx Utility Income Fund, a Delaware statutory trust (the "Fund"), of up to 11,000,000 shares (the "Shares") of beneficial interest, no par value, of the Fund (the "Common Shares"). In the case of such offerings, the Fund has agreed with the Distributor to issue and sell through the Distributor, as sales agent, the Shares (the "Distribution Agreement").”

B. No Other Amendments. Except as set forth in Part A above, all the terms and provisions of the Sub-Placement Agent Agreement shall continue in full force and effect.

C. Counterparts. This Amendment may be signed by the parties in one or more counterparts which together shall constitute one and the same agreement among the parties.

D. Governing Law. This Amendment and any claim, counterclaim or dispute of any kind or nature whatsoever arising out of or in any way relating to this Amendment, directly or indirectly, shall be governed by, and construed in accordance with, the internal laws of the State of New York.

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Exhibit(h)(3)

If the foregoing correctly sets forth the understanding between us, please so indicate in the space provided below for that purpose.

	Very truly yours,
	ALPS DISTRIBUTORS, INC.
	By:	/s/ Xxxxxxx X. Xxxxxxx
		Name:	Xxxxxxx X. Xxxxxxx
		Title:	President, Director & Chief Operating Officer
	ACCEPTED as of the date first above written:
	UBS SECURITIES LLC
	By:	/s/ Xxxxxx Xxxxxxxx
		Name:	Xxxxxx Xxxxxxxx
		Title:	Managing Director
	By:	/s/ Xxxxxxx XxXxxxx
		Name:	Xxxxxxx XxXxxxx
		Title:	Associate Director