0001398344-19-020375 Sample Contracts

SUB-PLACEMENT AGENT AGREEMENT ALPS Distributors, Inc.
Sub-Placement Agent Agreement • November 14th, 2019 • Reaves Utility Income Fund • New York

From time to time ALPS Distributors, Inc. (the "Distributor", "we" or "us") will act as manager of registered at-the-market offerings by Reaves Utility Income Fund, a Delaware statutory trust (the "Fund"), of up to 5,500,000 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").

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DISTRIBUTION AGREEMENT
Distribution Agreement • November 14th, 2019 • Reaves Utility Income Fund • New York

This DISTRIBUTION AGREEMENT (this "Agreement") made as of November 4, 2019 by and between Reaves Utility Income Fund, a Delaware statutory trust (the "Fund"), and ALPS Distributors, Inc., a Colorado corporation (the "Distributor").

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