0001398344-15-007476 Sample Contracts

Subscription Agent Agreement Between Reaves Utility Income Fund and Computershare Trust Company, N.A. and Computershare Inc.
Agent Agreement • November 6th, 2015 • Reaves Utility Income Fund • New York

THIS SUBSCRIPTION AGENT AGREEMENT (the "Agreement") is entered into as of this _____day of ______________ 20__ (the "Effective Date") by and among Reaves Utility Income Fund, a company organized and existing under the laws of the State of Delaware (the "Company"), and Computershare Trust Company, N.A., a national banking association ("Trust Company"), and Computershare Inc., a Delaware corporation ("Computershare" and, collectively with Trust Company, the "Agent").

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October 9, 2015
Reaves Utility Income Fund • November 6th, 2015 • New York

This Letter of Agreement, including the Appendix attached hereto (collectively, this "Agreement"), sets forth the terms and conditions of the engagement of Georgeson Inc. ("Georgeson") by Reaves Utility Income Fund (the "Company") to act as Information Agent in connection with the Company's upcoming rights offering (the "Offering"). The term of this Agreement shall be the term of the Offering, including any extensions thereof.

December 9, 2013
Master Custodian Agreement • November 6th, 2015 • Reaves Utility Income Fund

Reference is hereby made to the Master Custodian Agreement (the "Custodian Agreement") dated as of June 3, 2013, effective as of December 9, 2013, by and among Reaves Utility Income Fund (the "Fund") and State Street Bank and Trust Company ("State Street") pursuant to which State Street provides custodial services to the Fund in respect of specified securities. The Fund has entered into a securities lending arrangement with BNP Paribas Prime Brokerage International, Ltd. (the "Lending Agent") pursuant to which the Lending Agent acting on behalf of the Fund will loan certain securities held by State Street to third parties. In connection with aforementioned lending activities, State Street, the Fund and the Lending Agent have agreed on certain State Street Third Party Lending Operational Procedures ("Lending Operational Procedures") which are attached hereto as Exhibit A.

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