0001193125-12-238427 Sample Contracts

CUSTODY AGREEMENT
Custody Agreement • May 17th, 2012 • Reaves Utility Income Fund • New York

AGREEMENT, dated as of February 24, 2004, between Reaves Utility Income Fund, a statutory trust organized and existing under the laws of the State of Delaware having its principal office and place of business at 1625 Broadway, Suite 2200, Denver, Colorado 80202 (the “Fund”) and The Bank of New York, a New York corporation authorized to do a banking business having its principal office and place of business at One Wall Street, New York, New York 10286 (“Custodian”).

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STOCK TRANSFER AGENCY AGREEMENT
Stock Transfer Agency Agreement • May 17th, 2012 • Reaves Utility Income Fund • New York

AGREEMENT, made as of February 24, 2004, by and between the REAVES UTILITY INCOME FUND, a statutory trust organized and existing under the laws of the State of Delaware (hereinafter referred to as the “Customer”), and THE BANK OF NEW YORK, a New York trust company (hereinafter referred to as the “Bank”).

CHIEF COMPLIANCE OFFICER SERVICES AGREEMENT (this “Agreement) dated September 8, 2009 (the “Effective Date”) between Reaves Utility Income Fund (the “Trust”), and ALPS Fund Services, Inc. (“ALPS”), a Colorado corporation.
Chief Compliance Officer Services Agreement • May 17th, 2012 • Reaves Utility Income Fund • Colorado

In a joint effort between the Trust and ALPS to ensure the Trust is in compliance with Rule 38a-1 (the “Rule”) under the Investment Company Act of 1940, as amended (the “1940 Act”), ALPS has agreed to render services to the Trust by entering into a formal agreement with respect thereto effective from and after the Effective Date.

INVESTMENT ADVISORY AND MANAGEMENT AGREEMENT
Investment Advisory and Management Agreement • May 17th, 2012 • Reaves Utility Income Fund • Delaware

THIS AGREEMENT is made and entered into as of August 26, 2010 (the “Effective Date”), by and between REAVES UTILITY INCOME FUND (the “Fund”), a Delaware statutory trust registered as a closed-end investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”), and W. H. REAVES & CO., INC. (the “Adviser”), a Delaware corporation registered as an investment adviser under the Investment Advisers Act of 1940, as amended (the “Advisers Act”).

ADMINISTRATION, BOOKKEEPING AND PRICING SERVICES AGREEMENT
Bookkeeping And • May 17th, 2012 • Reaves Utility Income Fund • Colorado

THIS AGREEMENT is made as of February 24, 2004, between Reaves Utility Income Fund, a Delaware Statutory Trust (the “Fund”), and ALPS Mutual Funds Services, Inc., a Colorado corporation (“ALPS”).

Addendum to Administration, Bookkeeping, and Pricing Services Agreement Dated February 24, 2004 Between ALPS Mutual Funds Services, Inc. and Reaves Utility Income Fund
Services Agreement • May 17th, 2012 • Reaves Utility Income Fund

THIS ADDENDUM is made as of September 1, 2006, by and between ALPS Mutual Funds Services, Inc. (“ALPS”), and Reaves Utility Income Fund (“Trust”).

Rehypothecation Side Letter
Reaves Utility Income Fund • May 17th, 2012

This Rehypothecation Side Letter (the “Side Letter”) is entered into between REAVES UTILITY INCOME FUND (“Customer”) and BNP PARIBAS PRIME BROKERAGE, INC. (“Counterparty”), on behalf of itself and as agent for the BNPP Entities.

SPECIAL CUSTODY and PLEDGE AGREEMENT
Special Custody and Pledge Agreement • May 17th, 2012 • Reaves Utility Income Fund • New York

AGREEMENT, (hereinafter “Agreement”) dated as of November 9, 2010 among Reaves Utility Income Fund (“Customer”), BNP Paribas Prime Brokerage, Inc. (“Counterparty”) and The Bank of New York Mellon as Custodian hereunder (“Custodian”).

Committed Facility Agreement
Committed Facility Agreement • May 17th, 2012 • Reaves Utility Income Fund • New York

BNP PARIBAS PRIME BROKERAGE, INC. (“BNPP PB, Inc.”) and the counterparty specified on the signature page (“Customer”), hereby enter into this Committed Facility Agreement (this “Agreement”), dated as of the date specified on the signature page.

AMENDMENT TO THE ADMINISTRATION, BOOKKEEPING AND PRICING SERVICES AGREEMENT
Bookkeeping and Pricing Services Agreement • May 17th, 2012 • Reaves Utility Income Fund

This Amendment (“Amendment”) is made as of December 12, 2011, by and between the Reaves Utility Income Fund, a registered investment company (the “Trust”), and ALPS Fund Services, Inc. (“ALPS”), the administrator to the Trust.

Contract
Account Agreement • May 17th, 2012 • Reaves Utility Income Fund • New York

This U.S. PB Agreement (including all terms, schedules, supplements and exhibits attached hereto, this “Agreement”) is entered into between the customer specified below (“Customer”) and BNP Paribas Prime Brokerage, Inc. (“BNPP PB, Inc.”) on behalf of itself and as agent for the BNPP Entities (as defined in the Account Agreement attached as Exhibit A hereto). The Agreement sets forth the terms and conditions on which BNPP PB, Inc. will transact business with Customer. Customer and BNPP PB, Inc., on behalf of itself and as agent for the BNPP Entities, have also entered into the Account Agreement.

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