0001047469-04-021554 Sample Contracts

AUCTION AGENCY AGREEMENT dated as of June [ ], 2004 Relating to Auction Market Preferred Shares ("AMPS"), Series M7 Series F7 and Series W28 of REAVES UTILITY INCOME FUND
Auction Agency Agreement • June 24th, 2004 • Reaves Utility Income Fund • New York

This Auction Agency Agreement (this "Agreement"), dated as of June [ ], 2004, is between REAVES UTILITY INCOME FUND (the "Fund") and The Bank of New York, a New York banking corporation.

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BROKER-DEALER AGREEMENT
Broker-Dealer Agreement • June 24th, 2004 • Reaves Utility Income Fund • New York

This Broker-Dealer Agreement dated as of June [ ], 2004, is between The Bank of New York, a New York banking corporation (the "Auction Agent") (not in its individual capacity, but solely as agent of Reaves Utility Income Trust, a statutory trust organized under the laws of the State of Delaware, as the same may be amended from time to time (the "Fund"), pursuant to authority granted to it in the Auction Agency Agreement between the Fund and the Auction Agent (the "Auction Agency Agreements") and BROKER-DEALER (together with its successors and assigns, "BD").

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