UTG Reaves Utility Income Fund

 

UNITED STATES 

SECURITIES AND EXCHANGE COMMISSION 

Washington, D.C. 20549

 

FORM N-CSR

 

CERTIFIED SHAREHOLDER REPORT OF

REGISTERED MANAGEMENT INVESTMENT COMPANIES

 

Investment Company Act File Number: 

811-21432

 

Reaves Utility Income Fund 

(Exact Name of Registrant as Specified in Charter)

 

1700 Broadway, Suite 1850 

Denver, CO 80290 

(Address of Principal Executive Offices) (Zip Code)

 

Chris Moore 

Reaves Utility Income Fund 

1700 Broadway, Suite 1850 

Denver, CO 80290

(Name and Address of Agent for Service)

 

Registrant’s Telephone Number, including Area Code: 

800.644.5571

 

Date of Fiscal Year End: October 31^st

 

Date of Reporting Period: November 1, 2022 – October 31, 2023

 

 

 

Item 1. Reports to Stockholders.

 

(a)

The Report to Stockholders is attached herewith.

 

 

Section 19(b) Disclosure

October 31, 2023 (Unaudited)

 

Reaves Utility Income Fund (the “Fund”), acting pursuant to a Securities and Exchange Commission (“SEC”) exemptive order and with the approval of the Fund’s Board of Trustees (the “Board”), has adopted a plan, consistent with its investment objectives and policies to support a level distribution of income, capital gains and/or return of capital (the “Plan”). In accordance with the Plan, the Fund currently distributes $0.19 per share on a monthly basis.

 

The fixed amount distributed per share is subject to change at the discretion of the Fund’s Board. Under the Plan, the Fund will distribute all available investment income to its shareholders, consistent with its primary investment objectives and as required by the Internal Revenue Code of 1986, as amended (the “Code”). If sufficient investment income is not available on a monthly basis, the Fund will distribute long-term capital gains and/or return of capital to shareholders in order to maintain a level distribution. Each monthly distribution to shareholders is expected to be at the fixed amount established by the Board, except for extraordinary distributions and potential distribution rate increases or decreases to enable the Fund to comply with the distribution requirements imposed by the Code.

 

Shareholders should not draw any conclusions about the Fund’s investment performance from the amount of these distributions or from the terms of the Plan. The Fund’s total return performance on net asset value is presented in its financial highlights table.

 

The Board may amend, suspend or terminate the Fund’s Plan without prior notice if it deems such action to be in the best interest of the Fund or its shareholders. The suspension or termination of the Plan could have the effect of creating a trading discount (if the Fund’s stock is trading below net asset value) or widening an existing trading discount. The Fund is subject to risks that could have an adverse impact on its ability to maintain level distributions. Examples of potential risks include, but are not limited to, economic downturns impacting the markets, increased market volatility, companies suspending or decreasing corporate dividend distributions and changes in the Code.

 

Please refer to Additional Information for a cumulative summary of the Section 19(a) notices for the Fund’s current fiscal period. Section 19(a) notices for the Fund, as applicable, are available on the Fund’s website www.utilityincomefund.com.

 

Reaves Utility Income Fund

Table of Contents

 

Shareholder Letter	2
Report of Independent Registered Public Accounting Firm	7
Statement of Investments	8
Statement of Assets and Liabilities	12
Statement of Operations	13
Statements of Changes in Net Assets	14
Statement of Cash Flows	15
Financial Highlights	16
Notes to Financial Statements	21
Additional Information	29
Trustees & Officers	33
Summary of Fund Expenses	37
Summary of Updated Information Regarding the Fund	39

 

Annual Report | October 31, 2023

1

Reaves Utility Income Fund

Shareholder Letter

October 31, 2023 (Unaudited)

 

To our Shareholders:

 

Fiscal 2023 Investment Portfolio Returns

 

Total net assets of the Fund were $1.894 billion on October 31, 2023, or $24.53 of net asset value (“NAV”) per common share. One year ago, net assets totaled $1.994 billion representing $27.71 of net asset value per common share.

 

The changes include distributions to shareholders totaling $170.2 million or $2.28 per share. Changes in the market price of the Fund can and do differ from the underlying changes in the net asset value per common share. As a result, the market return to common shares can be higher or lower than the NAV return.

 

The fiscal 2023 market return for shareholders was -3.40% as is reflected in the table below. The share price of the Fund traded at a premium of 0.12% to the NAV at fiscal year-end versus a discount of 0.32% at the beginning of the fiscal year.

 

	One Year	Three Years^	Five Years^	Ten Years^	Since Inception^*
UTG (NAV)**	-3.83%	-0.20%	1.86%	5.69%	8.69%
UTG (Market)**	-3.40%	-0.88%	2.79%	6.48%	8.44%
S&P 500 Utilities Index1	-7.72%	1.67%	5.51%	8.05%	8.62%
Dow Jones Utility Average2	-6.40%	2.20%	5.88%	8.81%	9.58%

 

^	Annualized.

*	Index data since February 29, 2004

**	Assumes all dividends being reinvested

1	S&P 500 Utilities Index is a capitalization-weighted index containing 30 Electric and Gas Utility stocks (including multi-utilities and independent power producers).

2	The Dow Jones Utility Average is a price-weighted average of 15 utility stocks traded in the United States.

 

The performance data quoted represents past performance. Past performance is no guarantee of future results.

 

Distributions to Common Shareholders

 

Since the Fund’s first distribution in April 2004, distributions to shareholders have totaled over $1.3 billion consisting of dividend income and realized capital gains with no returns of capital.

 

The monthly distribution has increased on 12 occasions from the initial monthly amount of $0.0967 per share to the current amount of $0.19 per share, representing a cumulative increase of 96.5%. The Trustees of the Fund regularly review the amount of the monthly distribution.

 

For the calendar year 2022, all distributions from the Fund were paid from net investment income including realized capital gains. We anticipate that all distributions for the 12 months ending December 31, 2023, will also be characterized as paid from net investment income and realized capital gains.

 

Leverage Facility

 

The Fund ended the fiscal year with $520 million in debt, up from $500 million at the end of fiscal 2022. Leverage stood at 27.46% (21.44% on total assets) versus 25.07% of net assets (20.02% on total assets) on October 31, 2022. For details about the facility please refer to Note 5 of the accompanying financial statements.

 

www.utilityincomefund.com

2

Reaves Utility Income Fund

Shareholder Letter

October 31, 2023 (Unaudited)

 

Overview

 

The Federal Reserve continued its efforts to rein in inflation, raising the Federal Funds rate six times from a range of 3.00%-3.25% to 5.25%-5.50% in the 12-month period ending October 31, 2023. Yields of U.S. Treasury securities also moved higher, with the 2-year and 10-year notes ending the period at 5.07% and 4.88%, respectively. The rise in both the short and long end of the interest rate curve created a macroeconomic headwind for many of the Fund’s investments as the dividend yields of many holdings became less competitive in this environment. Elevated borrowing costs also negatively impacted the Fund.

 

After a relatively strong 2022, utilities have been the worst performing market sector year-to-date. Most of the weakness can be attributed to rising interest rates as fixed income alternatives became more attractive for income investors. Despite the negative returns, we believe that the financial impact of the current macroeconomic backdrop for most companies in the sector will be small. For regulated utilities, expenses are passed through to customers, leaving previously forecasted long-term growth rates achievable, though there can be a lag between when the company experiences higher costs and when customer bills increase to allow recovery. Companies possessing weaker balance sheets have been forced to sell assets and raise equity, but this financial repair has largely been accomplished, leaving the sector in a much better place entering 2024.

 

In communications infrastructure, where the Fund invests in cable, data centers, wireless towers and traditional telecom, returns were mixed. Cable stocks rebounded after poor performance in the prior fiscal year. Data centers also contributed to performance due to the continued migration of enterprises to cloud computing, in addition to the potential tailwinds from Artificial Intelligence. These utility-like businesses offer the steady revenue and dividend growth we seek, and their increasing electricity consumption offers another potential reason to be enthused about our core electric utility holdings.

 

Wireless tower stocks were negatively impacted by a slowdown in wireless carrier capital spending. We believe carriers will need to spend significantly more with towers in future years as they continue to make 5G technology and infrastructure ubiquitous, but we acknowledge that a reacceleration in spending may take a few quarters to develop.

 

The Fund’s pipeline and rail investments contributed positively to performance. Both industries benefited from stronger than expected economic activity. Pipeline companies generate more free cash flow and carry less balance sheet leverage than they have historically, while rails continue to focus on improving operating metrics.

 

Despite the challenging macroeconomic environment, the Fund continues to pay distributions to shareholders from earned dividends and long-term capital gains with no returns of capital. Looking forward, we anticipate that the Federal Reserve is near the end of its tightening cycle, which could usher in a more supportive backdrop for utilities and other income-oriented equities.

 

Sincerely,

 

Timothy O. Porter, CFA, Portfolio Manager, Reaves Asset Management-CIO

 

John P. Bartlett, CFA, Portfolio Manager, Reaves Asset Management-President

 

Jay Rhame, Fund President, Portfolio Manager, Reaves Asset Management-CEO

 

Sources of distributions to shareholders may include net investment income, net realized short-term capital gains, net realized long-term capital gains and return of capital. If a distribution includes anything other than net investment income, the Fund provides a Section 19(a) notice of the best estimate of its distribution sources at that time. Please refer to Additional Information for a cumulative summary of the Section 19(a) notices for the Fund’s current period. The actual

 

Annual Report | October 31, 2023

3

Reaves Utility Income Fund

Shareholder Letter

October 31, 2023 (Unaudited)

 

amounts and sources of distributions for tax reporting purposes will depend upon the Fund’s investment experience during the remainder of its fiscal year and may be subject to changes based on tax regulations. The estimates may not match the final tax characterization (for the full year’s distributions) contained in the shareholder’s Form 1099-DIV. Distribution payments are not guaranteed; distribution rates may vary.

 

You cannot invest directly in an index.

 

www.utilityincomefund.com

4

Reaves Utility Income Fund

Shareholder Letter

October 31, 2023 (Unaudited)

 

Growth of a hypothetical $10,000 investment

 

The graph below illustrates the growth of a hypothetical $10,000 investment assuming the purchase of common shares at NAV or the closing market price (NYSE: UTG) of $25.92 on October 31, 2013, and tracking its progress through October 31, 2023.

 

 

 

Past performance does not guarantee future results. Performance will fluctuate with changes in market conditions. Current performance may be lower or higher than the performance data shown. Performance information does not reflect the deduction of taxes that shareholders would pay on Fund distributions or the sale of Fund shares. An investment in the Fund involves risk, including loss of principal.

 

Annual Report | October 31, 2023

5

Reaves Utility Income Fund

Shareholder Letter

October 31, 2023 (Unaudited)

 

INDUSTRY ALLOCATION AS OF OCTOBER 31, 2023

 

 

 

Industries are displayed as a % of net assets. Holdings are subject to change.

 

www.utilityincomefund.com

6

	Report of Independent Registered
Reaves Utility Income Fund	Public Accounting Firm

 

To the shareholders and the Board of Trustees of Reaves Utility Income Fund

 

Opinion on the Financial Statements and Financial Highlights

 

We have audited the accompanying statement of assets and liabilities of Reaves Utility Income Fund (the “Fund”), including the statement of investments, as of October 31, 2023, the related statements of operations and cash flows for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, the financial highlights for each of the ten years in the period then ended, and the related notes. In our opinion, the financial statements and financial highlights present fairly, in all material respects, the financial position of the Fund as of October 31, 2023, and the results of its operations and its cash flows for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the ten years in the period then ended in conformity with accounting principles generally accepted in the United States of America.

 

Basis for Opinion

 

These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on the Fund’s financial statements and financial highlights based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Fund in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement, whether due to error or fraud. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly, we express no such opinion.

 

Our audits included performing procedures to assess the risks of material misstatement of the financial statements and financial highlights, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements and financial highlights. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements and financial highlights. Our procedures included confirmation of securities owned as of October 31, 2023, by correspondence with the custodian and brokers; when replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

 

 

 

Denver, Colorado

December 22, 2023

We have served as the auditor of Reaves Utility Income Fund since 2005.

 

Annual Report | October 31, 2023

7

Reaves Utility Income Fund	Statement of Investments
	October 31, 2023

 

		SHARES				VALUE
COMMON STOCKS - 124.04%
Diversified Telecommunications Services - 17.70%
BCE, Inc.			1,946,500			$	72,273,545
Cogent Communications Holdings, Inc.(a)			185,000				12,021,300
Deutsche Telekom AG			4,268,042				92,465,437
Rogers Communications, Inc., Class B			1,365,000				50,574,148
Telus Corp.			4,170,100				67,238,822
Verizon Communications, Inc.(a)			1,153,102				40,508,473
							335,081,725
Electric Utilities - 30.37%
American Electric Power Co., Inc.			675,000				50,989,500
Duke Energy Corp.(a)			906,000				80,534,340
Edison International(a)			835,000				52,655,100
Entergy Corp.			918,900				87,837,652
Exelon Corp.(a)			1,175,161				45,760,769
FirstEnergy Corp.(a)			348,100				12,392,360
Fortis, Inc.			53,000				2,105,690
NextEra Energy, Inc.			1,100,000				64,130,000
Pinnacle West Capital Corp.			698,000				51,777,640
PPL Corp.			3,315,046				81,450,680
Southern Co.			677,300				45,582,290
							575,216,021
Gas Utilities - 0.22%
Atmos Energy Corp.(a)			20,000				2,153,200
Northwest Natural Holding Co.			55,000				2,019,050
							4,172,250
Independent Power and Renewable Electricity Producers - 3.75%
Constellation Energy Corp.			600,667				67,827,318
Vistra Corp.(a)			100,000				3,272,000
							71,099,318
Media - 5.86%
Charter Communications, Inc., Class A(a)(b)			70,500				28,397,400
Comcast Corp., Class A(a)			2,000,000				82,580,000
							110,977,400
Multi-Utilities - 36.32%
Alliant Energy Corp.(a)			1,503,103				73,336,395
Ameren Corp.(a)			716,000				54,208,360
CMS Energy Corp.(a)			1,570,500				85,340,970
DTE Energy Co.			580,200				55,919,676

 

See Accompanying Notes to Financial Statements.

www.utilityincomefund.com

8

Reaves Utility Income Fund	Statement of Investments
			October 31, 2023

 

		SHARES				VALUE
Multi-Utilities - 36.32% (continued)
Enel SpA			6,465,257			$	40,963,251
NiSource, Inc.(a)			3,804,966				95,732,945
OGE Energy Corp.			1,739,971				59,507,008
PG&E Corp.(b)			2,517,500				41,035,250
Public Service Enterprise Group, Inc.			813,000				50,121,450
Sempra Energy			809,600				56,696,288
WEC Energy Group, Inc.(a)			123,300				10,035,387
Xcel Energy, Inc.(a)			1,096,300				64,977,701
							687,874,681
Oil, Gas & Consumable Fuels - 8.16%
DT Midstream, Inc.			770,000				41,556,900
ONEOK, Inc.(a)			250,000				16,300,000
TC Energy Corp.			1,220,000				42,029,000
Williams Cos., Inc.(a)			1,590,000				54,696,000
							154,581,900
Real Estate Investment Trusts (REITs) - 9.69%
American Tower Corp.(a)			267,072				47,589,560
Crown Castle, Inc.(a)			312,500				29,056,250
Digital Realty Trust, Inc.(a)			152,000				18,902,720
Equinix, Inc.(a)			51,000				37,211,640
Rexford Industrial Realty, Inc.			295,000				12,755,800
SBA Communications Corp., Class A			181,700				37,908,071
							183,424,041
Road & Rail - 8.20%
Canadian National Railway Co.			80,000				8,462,400
Canadian Pacific Kansas City Ltd.			562,000				39,885,140
Norfolk Southern Corp.			235,100				44,854,729
Union Pacific Corp.(a)			299,100				62,096,151
							155,298,420
Water Utilities - 2.34%
American Water Works Co., Inc.(a)			376,619				44,309,225
Wireless Telecommunication Services - 1.43%
Telenor ASA			1,012,388				10,345,055

 

See Accompanying Notes to Financial Statements.

Annual Report | October 31, 2023

9

Reaves Utility Income Fund	Statement of Investments
			October 31, 2023

 

		SHARES				VALUE
Wireless Telecommunication Services - 1.43% (continued)
T-Mobile US, Inc.(b)			116,700			$	16,788,462
							27,133,517
TOTAL COMMON STOCKS
(Cost $2,510,720,602)							2,349,168,498
CORPORATE BONDS - 0.10%
Cable & Satellite - 0.10%
CSC Holdings, LLC, 6/1/2024, 5.250%			2,000,000				1,871,816
TOTAL CORPORATE BONDS
(Cost $1,952,806)							1,871,816
LIMITED PARTNERSHIPS - 0.14%
Energy - 0.14%
Enterprise Products Partners L.P.			100,000				2,604,000
TOTAL LIMITED PARTNERSHIPS
(Cost $2,744,890)							2,604,000
PREFERRED STOCKS - 0.09%
Utilities - 0.09%
SCE Trust III, Class H, Perpetual Maturity, 5.750%(a)(c)			15,473				373,518
SCE Trust IV, Class J, Perpetual Maturity, 5.375%(a)(c)			63,125				1,240,406
							1,613,924
TOTAL PREFERRED STOCKS
(Cost $1,485,034)							1,613,924
MONEY MARKET FUNDS - 3.40%
Federated Treasury Obligations Money Market Fund, 5.220% (7-Day Yield)			64,383,095				64,383,095
TOTAL MONEY MARKET FUNDS
(Cost $64,383,095)							64,383,095
TOTAL INVESTMENTS - 127.77%
(Cost $2,581,286,427)							2,419,641,333

 

See Accompanying Notes to Financial Statements.

www.utilityincomefund.com

10

Reaves Utility Income Fund	Statement of Investments
	October 31, 2023

 

		VALUE
Leverage Facility - (27.46)%			(520,000,000	)
Other Liabilities in Excess of Assets - (0.31%)			(5,872,735	)
NET ASSETS - 100%		$	1,893,768,598

 

(a)	Pledged security; a portion or all of the security is pledged as collateral for borrowings as of October 31, 2023.

(b)	Non-income producing security.

(c)	This security has no contractual maturity date, is not redeemable and contractually pays an indefinite stream of interest.

 

Percentages are stated as a percent of the net assets applicable to common shareholders.

 

See Accompanying Notes to Financial Statements.

Annual Report | October 31, 2023

11

 

Reaves Utility Income Fund

Statement of Assets and Liabilities

October 31, 2023

 

ASSETS:
Investments at value
Cost ($2,581,286,427)		$	2,419,641,333
Cash			693,755
Foreign currency, at value (Cost $299,072)			300,763
Dividends receivable			3,440,020
Interest receivable			322,823
Receivable for shares sold			894,552
Prepaid offering costs (Note 4)			22,008
Total Assets			2,425,315,254
LIABILITIES:
Loan payable			520,000,000
Interest payable on loan outstanding			778,531
Payable for investments purchased			9,263,058
Investment advisory fees payable (Note 7)			1,172,840
Administration fees payable (Note 7)			288,904
Trustees’ fees payable (Note 7)			2,352
Accrued expenses and other payables			40,971
Total Liabilities			531,546,656
NET ASSETS APPLICABLE TO COMMON SHAREHOLDERS		$	1,893,768,598
NET ASSETS (APPLICABLE TO COMMON SHAREHOLDERS) CONSIST OF:
Paid-in capital			2,045,165,667
Total distributable earnings			(151,397,069	)
NET ASSETS APPLICABLE TO COMMON SHAREHOLDERS		$	1,893,768,598
Shares of common stock outstanding of no par value, unlimited shares authorized			77,203,272
Net asset value per common share		$	24.53

  

See Accompanying Notes to Financial Statements.

www.utilityincomefund.com

12

 

 

Reaves Utility Income Fund	Statement of Operations
	For the Year Ended October 31, 2023

 

INVESTMENT INCOME:
Dividends
(net of foreign withholding taxes $3,128,447)		$	88,701,971
Total Investment Income			88,701,971
EXPENSES:
Interest on loan			28,454,389
Loan commitment fees			26,875
Investment advisory fees			14,859,528
Administration fees			3,593,187
Trustees’ fees			415,532
Miscellaneous fees			448,026
Total Expenses			47,797,537
Net Investment Income			40,904,434
REALIZED AND UNREALIZED GAIN/(LOSS) ON INVESTMENTS:
Net realized gain/(loss) on:
Investments			121,523,568
Written options			191,936
Foreign currency related transactions			(56,827	)
Net realized gain			121,658,677
Net change in unrealized appreciation/(depreciation) on:
Investments			(236,938,957	)
Foreign currency related translations			4,469
Net change in unrealized depreciation			(236,934,488	)
NET REALIZED AND UNREALIZED LOSS ON INVESTMENTS			(115,275,811	)
NET DECREASE IN NET ASSETS APPLICABLE TO COMMON SHAREHOLDERS RESULTING FROM OPERATIONS		$	(74,371,377	)

 

See Accompanying Notes to Financial Statements.

Annual Report | October 31, 2023

13

 

 

Reaves Utility Income Fund

Statements of Changes in Net Assets

 

		For the Year Ended October 31, 2023				For the Year Ended October 31, 2022
OPERATIONS:
Net investment income		$	40,904,434			$	35,285,674
Net realized gain			121,658,677				134,244,184
Net change in unrealized depreciation			(236,934,488	)			(391,548,851	)
Net Decrease in Net Assets Applicable to Common Shareholders Resulting from Operations			(74,371,377	)			(222,018,993	)
DISTRIBUTIONS TO COMMON SHAREHOLDERS:
From distributable earnings			(170,208,291	)			(157,015,699	)
Total Distributions: Common Shareholders			(170,208,291	)			(157,015,699	)
CAPITAL SHARE TRANSACTIONS:
Dividends reinvested			7,820,219				5,313,072
Shares sold, net of offering costs (Note 4)			135,810,703				210,386,361
Net Increase in Net Assets from Capital Share Transactions			143,630,922				215,699,433
Net Decrease in Net Assets Applicable to Common Shareholders			(100,948,746	)			(163,335,259	)
NET ASSETS:
Beginning of period			1,994,717,344				2,158,052,603
End of period		$	1,893,768,598			$	1,994,717,344

 

See Accompanying Notes to Financial Statements.

www.utilityincomefund.com

14

 

 

Reaves Utility Income Fund	Statement of Cash Flows
	For the year ended October 31, 2023

 

CASH FLOWS FROM OPERATING ACTIVITIES:
Net decrease in net assets from operations		$	(74,371,377	)
Adjustments to reconcile change in net assets from operations to net cash provided by operating activities:
Purchase of investment securities			(877,486,812	)
Net sales of short-term investment securities			44,566,450
Proceeds from disposition of investment securities			798,274,278
Amortization of premium and accretion of discount on investments			(98,215	)
Premiums received from written options transactions			301,116
Net realized (gain)/loss on:
Investments			(121,523,568	)
Written options			(191,936	)
Net change in unrealized (appreciation)/depreciation on:
Investments			236,938,957
(Increase)/Decrease in assets:
Dividends receivable			(1,084,576	)
Interest receivable			(166,116	)
Prepaid offering costs			81,536
Increase/(Decrease) in liabilities:
Interest payable on loan outstanding			(364,309	)
Loan commitment fees			(20,000	)
Investment advisory fees			(6,071	)
Administration fees			(1,074	)
Trustee fees			(20,228	)
Accrued expenses and other payables			8,071
Net Cash Provided by Operating Activities			4,836,126
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from bank borrowing		$	20,000,000
Proceeds from sales of shares, net of offering costs			137,920,643
Cash distributions paid on common shares			(162,388,072	)
Net Cash Used in Financing Activities			(4,467,429	)
Net increase in cash			368,697
Cash, beginning balance		$	625,821
Cash and foreign cash, ending balance		$	994,518
SUPPLEMENTAL DISCLOSURE OF CASHFLOW INFORMATION
Cash paid for interest on loan outstanding during the period was:		$	28,818,698
Non-cash financing activities not included in herein consist of reinvestment of distributions of:			7,820,219

 

See Accompanying Notes to Financial Statements.

Annual Report | October 31, 2023

15

 

 

Reaves Utility Income Fund

Financial Highlights

Contained below is selected data for a share of common stock outstanding, total investment return, ratios to average net assets and other supplemental data for the periods indicated. This information has been determined based upon information provided in the financial statements and market price data for the Fund’s shares.

 

OPERATING PERFORMANCE:

Net asset value — Beginning of Period

INCOME FROM INVESTMENT OPERATIONS:

Net investment income(a)

Net realized and unrealized gain/(loss) on investments

Net Increase/(Decrease) from Operations Applicable to Common Shareholders

DISTRIBUTIONS TO COMMON SHAREHOLDERS:

Distributions from net investment income

Distributions from net realized capital gains

Total Distributions Paid to Common Shareholders

CAPITAL SHARE TRANSACTIONS:

Change due to rights offering(b)

Common share offering costs charged to paid-in capital

Total Capital Share Transactions

Common Share Net Asset Value — End of Period

Common Share Market Price — End of Period

Total Return, Net Asset Value(d)

Total Return, Market Price(d)

RATIOS AND SUPPLEMENTAL DATA

Net Assets Applicable to Common Shareholders, End of Period (000s)

Ratio of operating expenses to average net assets attributable to common shares

Ratio of operating expenses excluding interest to average net assets attributable to common shares

Ratio of net investment income to average net assets attributable to common shares

Portfolio turnover rate

BORROWINGS AT END OF PERIOD

Aggregate Amount Outstanding (000s)

Asset Coverage Per $1,000(e)

 

See Accompanying Notes to Financial Statements.

www.utilityincomefund.com

16

 

 

Reaves Utility Income Fund

Financial Highlights

 

For the Year Ended October 31, 2023				For the Year Ended October 31, 2022				For the Year Ended October 31, 2021				For the Year Ended October 31, 2020				For the Year Ended October 31, 2019
$	27.71			$	33.09			$	30.77			$	36.52			$	31.74
	0.55				0.51				0.57				0.65				0.65
	(1.45	)			(3.61	)			3.95				(4.24	)			6.21
	(0.90	)			(3.10	)			4.52				(3.59	)			6.86
	(0.53	)			(0.53	)			(0.57	)			(0.85	)			(0.64	)
	(1.75	)			(1.75	)			(1.63	)			(1.31	)			(1.44	)
	(2.28	)			(2.28	)			(2.20	)			(2.16	)			(2.08	)
	—				—				—				—				—
	0.00	(c)			0.00	(c)			0.00	(c)			0.00	(c)			—
	0.00	(c)			0.00	(c)			0.00	(c)			0.00	(c)			—
$	24.53			$	27.71			$	33.09			$	30.77			$	36.52
$	24.56			$	27.62			$	33.96			$	31.45			$	37.09
	(3.83	%)			(10.05	%)			14.92	%			(9.89	%)			22.38	%
	(3.40	%)			(12.64	%)			15.39	%			(9.32	%)			29.94	%
$	1,893,769			$	1,994,717			$	2,158,053			$	1,659,754			$	1,779,985
	2.32	%			1.42	%			1.23	%			1.50	%			2.06	%
	0.94	%			1.04	%			1.05	%			1.09	%			1.17	%
	1.98	%			1.60	%			1.70	%			2.00	%			1.93	%
	32	%			37	%			20	%			38	%			22	%
$	520,000			$	500,000			$	450,000			$	345,000			$	445,000
	4,642				4,989				5,796				5,811				5,000

 

See Accompanying Notes to Financial Statements.

Annual Report | October 31, 2023

17

 

 

Reaves Utility Income Fund

Financial Highlights

 

OPERATING PERFORMANCE:

Net asset value — Beginning of Period

INCOME FROM INVESTMENT OPERATIONS:

Net investment income(a)

Net realized and unrealized gain/(loss) on investments

Net Increase/(Decrease) from Operations Applicable to Common Shareholders

DISTRIBUTIONS TO COMMON SHAREHOLDERS:

Distributions from net investment income

Distributions from net realized capital gains

Total Distributions Paid to Common Shareholders

CAPITAL SHARE TRANSACTIONS:

Change due to rights offering(b)

Common share offering costs charged to paid-in capital

Total Capital Share Transactions

Common Share Net Asset Value — End of Period

Common Share Market Price — End of Period

Total Return, Net Asset Value(d)

Total Return, Market Price(d)

RATIOS AND SUPPLEMENTAL DATA

Net Assets Applicable to Common Shareholders, End of Period (000s)

Ratio of operating expenses to average net assets attributable to common shares

Ratio of operating expenses excluding interest to average net assets attributable to common shares

Ratio of net investment income to average net assets attributable to common shares

Portfolio turnover rate

BORROWINGS AT END OF PERIOD

Aggregate Amount Outstanding (000s)

Asset Coverage Per $1,000(e)

 

See Accompanying Notes to Financial Statements.

www.utilityincomefund.com

18

 

 

Reaves Utility Income Fund

Financial Highlights

 

For the Year Ended October 31, 2018				For the Year Ended October 31, 2017				For the Year Ended October 31, 2016				For the Year Ended October 31, 2015				For the Year Ended October 31, 2014
$	33.14			$	32.53			$	30.29			$	32.71			$	27.91
	0.84				1.00				0.84				0.84				1.80
	(0.25	)			3.87				3.89				(1.47	)			4.64
	0.59				4.87				4.73				(0.63	)			6.44
	(0.83	)			(1.04	)			(0.99	)			(0.89	)			(1.50	)
	(1.16	)			(1.80	)			(0.83	)			(0.90	)			(0.14	)
	(1.99	)			(2.84	)			(1.82	)			(1.79	)			(1.64	)
	0.00	(c)			(1.42	)			(0.67	)			—				—
	—				—				—				—				—
	0.00	(c)			(1.42	)			(0.67	)			—				—
$	31.74			$	33.14			$	32.53			$	30.29			$	32.71
$	30.36			$	31.02			$	30.00			$	29.67			$	30.88
	2.39	%			11.04	%			14.31	%			(1.78	%)			24.24	%
	4.63	%			12.70	%			7.62	%			1.91	%			26.29	%
$	1,544,961			$	1,612,865			$	1,116,576			$	878,952			$	949,088
	1.90	%			1.66	%			1.59	%			1.62	%			1.71	%
	1.10	%			1.09	%			1.14	%			1.15	%			1.16	%
	2.62	%			2.97	%			2.66	%			2.67	%			6.10	%
	24	%			15	%			34	%			32	%			26	%
$	445,000			$	320,000			$	320,000			$	320,000			$	290,000
	4,472				6,040				4,489				3,747				4,273

 

See Accompanying Notes to Financial Statements.

Annual Report | October 31, 2023

19

 

 

Reaves Utility Income Fund

Financial Highlights

 

(a)

Calculated based on the average number of common shares outstanding during each fiscal period.

(b)

Effect of rights offerings for common shares at a price below market price.

(c)

Amount represents less than $0.005 per common share.

(d)

Total return based on per share net asset value reflects the effects of changes in net asset value on the performance of the Fund during each fiscal period. Total return based on common share market value assumes the purchase of common shares at the market price on the first day and sale of common shares at the market price on the last day of the period indicated. Dividends and distributions, if any, are assumed to be reinvested at prices obtained under the Fund’s distribution reinvestment plan.

(e)

Calculated by subtracting the Fund’s total liabilities (excluding the principal amount of Leverage Facility) from the Fund’s total assets and dividing by the principal amount of the Leverage Facility and then multiplying by $1,000.

 

See Accompanying Notes to Financial Statements.

www.utilityincomefund.com

20

 

 

Reaves Utility Income Fund

Notes to Financial Statements

October 31, 2023

 

NOTE 1. SIGNIFICANT ACCOUNTING AND OPERATING POLICIES

  

Reaves Utility Income Fund (the “Fund”) is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as a closed-end management investment company. The Fund was organized under the laws of the state of Delaware by an Agreement and Declaration of Trust dated September 15, 2003. The Fund’s investment objective is to provide a high level of after-tax income and total return consisting primarily of tax-advantaged dividend income and capital appreciation. The Fund is a diversified investment company for purpose of the 1940 Act. The Agreement and Declaration of Trust provides that the Trustees may authorize separate classes of shares of beneficial interest. The Fund’s common shares are listed on the NYSE American LLC (the “Exchange”) and trade under the ticker symbol “UTG”.

 

The following is a summary of significant accounting policies followed by the Fund in the preparation of its financial statements. The preparation of financial statements is in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”), which requires management to make estimates and assumptions that affect the reported amounts and disclosures in the financial statements. Actual results could differ from those estimates. The Fund is considered an investment company under U.S. GAAP and follows the accounting and reporting guidance applicable to investment companies in the Financial Accounting Standards Board Accounting Standards Codification Topic 946.

 

Investment Valuation: The net asset value per common share (“NAV”) of the Fund is determined no less frequently than daily, on each day that the Exchange is open for trading, as of the close of regular trading on the Exchange (normally 4:00 p.m. New York time). The NAV is determined by dividing the value of the Fund’s total assets less its liabilities by the number of shares outstanding.

 

The Board of Trustees (the “Board”) has established the following procedures for valuation of the Fund’s asset values under normal market conditions. For domestic equity securities, foreign equity securities and funds that are traded on an exchange, the market price is usually the closing sale or official closing price on that exchange. In the case of a domestic and foreign equity security not traded on an exchange, or if such closing prices are not otherwise available, the mean of the closing bid and ask price will be used. The fair value for debt obligations is generally the evaluated mean price supplied by the Fund’s primary and/or secondary independent third-party pricing service, approved by the Board. An evaluated mean is considered to be a daily fair valuation price which may use a matrix, formula or other objective method that takes into consideration various factors, including, but not limited to: structured product markets, fixed income markets, interest rate movements, new issue information, trading, cash flows, yields, spreads, credit quality and other pertinent information as determined by the pricing services evaluators and methodologists. If the Fund’s primary and/ or secondary independent third-party pricing services are unable to supply a price, or if the price supplied is deemed to be unreliable, the market price may be determined using quotations received from one or more broker-dealers that make a market in the security. Investments in non-exchange traded funds are fair valued at their respective net asset values. Exchange-traded options are valued at the close price.

 

Pursuant to Rule 2a-5 under the 1940 Act, the Board has designated the Fund’s investment adviser, Reaves Asset Management (“Reaves” or the “Adviser”), as the valuation designee with respect to the fair valuation of the Fund’s portfolio securities, subject to oversight by and periodic reporting to the Board. Fair valued securities are those for which market quotations are not readily available, including circumstances under which the Adviser determines that prices received are not reflective of their market values. In fair valuing the Fund’s investments, consideration is given to several factors, which may include, among others, the following: the fundamental business data relating to

 

Annual Report | October 31, 2023

21

Reaves Utility Income Fund

Notes to Financial Statements

October 31, 2023

 

the issuer, borrower or counterparty; an evaluation of the forces which influence the market in which the investments are purchased and sold; the type, size and cost of the investment; the information as to any transactions in or offers for the investment; the price and extent of public trading in similar securities (or equity securities) of the issuer, or comparable companies; the coupon payments, yield data/cash flow data; the quality, value and saleability of collateral, if any, securing the investment; the business prospects of the issuer, borrower or counterparty, as applicable, including any ability to obtain money or resources from a parent or affiliate and an assessment of the issuer’s, borrower’s or counterparty’s management; the prospects for the industry of the issuer, borrower or counterparty, as applicable, and multiples (of earnings and/or cash flow) being paid for similar businesses in that industry; one or more non-affiliated independent broker quotes for the sale price of the portfolio security; and other relevant factors.

 

The Fund discloses the classification of its fair value measurements following a three-tier hierarchy based on the inputs used to measure fair value. Inputs refer broadly to the assumptions that market participants would use in pricing the asset or liability, including assumptions about risk. Inputs may be observable or unobservable. Observable inputs reflect the assumptions market participants would use in pricing the asset or liability that are developed based on market data obtained from sources independent of the reporting entity. Unobservable inputs reflect the reporting entity’s own assumptions about the assumptions market participants would use in pricing the asset or liability that are developed based on the best information available.

 

Various inputs are used in determining the value of the Fund’s investments as of the end of the reporting period. When inputs used fall into different levels of the fair value hierarchy, the level in the hierarchy within which the fair value measurement falls is determined based on the lowest level input that is significant to the fair value measurement in its entirety. The designated input levels are not necessarily an indication of the risk or liquidity associated with these investments. These inputs are categorized in the following hierarchy under applicable financial accounting standards:

 

Level 1 —

Unadjusted quoted prices in active markets for identical investments, unrestricted assets or liabilities that the Fund has the ability to access at the measurement date;

 

Level 2 —

Quoted prices which are not active, quoted prices for similar assets or liabilities in active markets or inputs other than quoted prices that are observable (either directly or indirectly) for substantially the full term of the asset or liability; and

 

Level 3 —

Significant unobservable prices or inputs (including the Fund’s own assumptions in determining the fair value of investments) where there is little or no market activity for the asset or liability at the measurement date.

 

www.utilityincomefund.com

22

Reaves Utility Income Fund

Notes to Financial Statements

October 31, 2023

 

The following is a summary of the Fund’s investments in the fair value hierarchy as of October 31, 2023:

 

Investments in Securities at Value*		Level 1				Level 2				Level 3				Total
Common Stocks		$	2,349,168,498			$	—			$	—			$	2,349,168,498
Corporate Bonds			—				1,871,816				—				1,871,816
Limited Partnerships			2,604,000				—				—				2,604,000
Preferred Stocks			1,613,924				—				—				1,613,924
Money Market Funds			64,383,095				—				—				64,383,095
TOTAL		$	2,417,769,517			$	1,871,816			$	—			$	2,419,641,333

*	For detailed descriptions and other security classifications, see the accompanying Statement of Investments.

  

The Fund may hold assets and/or liabilities in which the fair value approximates the carrying amount for financial statement purposes. As of October 31, 2023 the Fund’s outstanding borrowings of $520,000,000 under its Credit Agreement are categorized as Level 2 within the fair value hierarchy.

 

Foreign Currency Translation: The books and records of the Fund are maintained in U.S. dollars. Investment valuations and other assets and liabilities initially expressed in foreign currencies are converted each business day the Exchange is open into U.S. dollars based upon current exchange rates. Prevailing foreign exchange rates may generally be obtained at the close of the Exchange (normally, 4:00 p.m. New York time). The portion of realized and unrealized gains or losses on investments due to fluctuations in foreign currency exchange rates is not separately disclosed and is included in realized and unrealized gains or losses on investments, when applicable.

 

Distributions to Shareholders: The Fund intends to make a level distribution each month to common shareholders after payment of interest on any outstanding borrowings. The level distribution rate may be modified by the Board from time to time. Any net capital gains earned by the Fund are distributed at least annually. Distributions to shareholders are recorded by the Fund on the ex-dividend date.

 

Income Taxes: The Fund’s policy is to comply with the provisions of the Code applicable to regulated investment companies and to distribute all of its taxable income and gains to its shareholders. See Note 3.

 

Investment Transactions: Investment security transactions are accounted for as of trade date. Dividend income is recorded on the ex-dividend date, or as soon as information is available to the Fund. Interest income, which includes amortization of premium and accretion of discount, is accrued as earned. Realized gains and losses from investment transactions are determined using the identified cost basis for both financial reporting and income tax purposes.

 

Options Writing/Purchasing: The Fund may purchase or write (sell) put and call options. The Fund utilizes options to generate return, facilitate portfolio management and mitigate risks. One of the risks associated with purchasing an option among others, is that the Fund pays a premium whether or not the option is exercised. Additionally, the Fund bears the risk of loss of premium and change in value should the counterparty not perform under the contract. The cost of securities acquired through the exercise of call options is increased by premiums paid. The proceeds from securities sold through the exercise of put options are decreased by the premiums paid. The Fund is obligated to

 

Annual Report | October 31, 2023

23

Reaves Utility Income Fund

Notes to Financial Statements

October 31, 2023

 

pay interest to the broker for any debit balance of the margin account relating to options. The Fund pledges cash or liquid assets as collateral to satisfy the current obligations with respect to written options.

 

When the Fund writes an option, an amount equal to the premium received by the Fund is recorded as a liability and is subsequently adjusted to the current value of the option written. Premiums received from writing options that expire unexercised are treated by the Fund on the expiration date as realized gains. The difference between the premium received and the amount paid on effecting a closing purchase transaction, including brokerage commissions, is recorded as a realized gain or loss. If a call option is exercised, the premium is added to the proceeds from the sale of the underlying security or currency in determining whether the Fund has realized a gain or loss. If a put option is exercised, the premium reduces the cost basis of the securities purchased by the Fund. The Fund, as writer of an option, bears the market risk of an unfavorable change in the price of the security underlying the written option. The Fund engaged in written options during the year ended October 31, 2023.

 

For the year ended October 31, 2023, the effects of derivative instruments on the Statement of Operations were as follows:

 

Risk Exposure		Statement of Operations Location		Realized Gain/ (Loss) on Derivatives				Change in Unrealized Appreciation/ (Depreciation) on Derivatives
Equity Contracts (Written Options)		Net realized gain on written options/Net change in unrealized appreciation on written options		$	191,936			$	—
Total				$	191,936			$	—

 

The average monthly notional value of written option contracts, for the period the Fund held written options, was $8,386,000 during the year ended October 31, 2023.

 

NOTE 2. RISKS

 

The Fund may have elements of risk, including the risk of loss of equity. There is no assurance that the investment process will consistently lead to successful results. An investment concentrated in sectors and industries may involve greater risk and volatility than a more broadly diversified investment.

 

Concentration Risk. The Fund invests a significant portion of its total assets in securities of utility companies, which may include companies in the electric, gas, water, and telecommunications sectors, as well as other companies engaged in other infrastructure operations. This may make the Fund particularly susceptible to adverse economic, political or regulatory occurrences affecting those sectors. As concentration of the Fund’s investments in a sector increases, so does the potential for fluctuation in the net asset value of common shares.

 

Risk of Foreign Securities. The Fund may directly purchase securities of foreign issuers. Investing in securities of foreign issuers involves special risks not typically associated with investing in securities of U.S. issuers. The risks include possible revaluation of currencies, the inability to repatriate foreign currency, less complete financial information about companies and possible future adverse political and economic developments. Moreover, securities of many foreign issuers and their markets may be

 

www.utilityincomefund.com

24

Reaves Utility Income Fund

Notes to Financial Statements

October 31, 2023

 

less liquid and their prices more volatile than those of securities of comparable U.S. issuers.

 

Market Disruption and Geopolitical Risk. The value of your investment in the Fund is based on the values of the Fund’s investments, which may change due to economic and other events that affect markets generally, as well as those that affect particular regions, countries, industries, companies or governments. These movements, sometimes called volatility, may be greater or less depending on the types of securities the Fund owns and the markets in which the securities trade. Securities in the Fund’s portfolio may underperform due to inflation (or expectations for inflation), interest rates, global demand for particular products or resources, natural disasters, pandemics, epidemics, terrorism, regulatory events and governmental or quasi-governmental actions. The occurrence of global events similar to those in recent years, such as the war in Ukraine, terrorist attacks around the world, natural disasters, social and political discord or debt crises and downgrades, among others, may result in market volatility and may have long term effects on both the U.S. and global financial markets. The occurrence of such events may be sudden and unexpected, and it is difficult to predict when similar events affecting the U.S. or global financial markets may occur, the effects that such events may have and the duration of those effects. Any such event(s) could have a significant adverse impact on the value, liquidity and risk profile of the Fund’s portfolio, as well as its ability to sell securities to meet redemptions. There is a risk that you may lose money by investing in the Fund.

 

Social, political, economic and other conditions and events, such as natural disasters, health emergencies (e.g., epidemics and pandemics), tariffs and trade disruptions, recession, changes in currency rates, terrorism, wars, conflicts and social unrest, may occur and could significantly impact issuers, industries, governments and other systems, including the financial markets. As global systems, economies and financial markets are increasingly interconnected, events that once had only local impact are now more likely to have regional or even global effects. Events that occur in one country, region or financial market will, more frequently, adversely impact issuers in other countries, regions or markets. For example, developments in the banking or financial services sectors could adversely impact a wide range of companies and issuers. These impacts can be exacerbated by failures of governments and societies to adequately respond to an emerging event or threat. These types of events quickly and significantly impact markets in the U.S. and across the globe leading to extreme market volatility and disruption. The extent and nature of the impact on supply chains or economies and markets from these events is unknown. These events could reduce consumer demand or economic output, result in market closures, travel restrictions or quarantines, and generally have a significant impact on the economies and financial markets and the Adviser’s investment advisory activities and services of other service providers, which in turn could adversely affect the Fund’s investments and other operations. The value of the Fund’s investments may decrease as a result of such events, particularly if these events adversely impact the operations and effectiveness of the Adviser or key service providers or if these events disrupt systems and processes necessary or beneficial to the investment advisory or other activities on behalf the Fund.

 

NOTE 3. INCOME TAXES AND TAX BASIS INFORMATION

 

The Fund complies with the requirements under Subchapter M of the Code applicable to regulated investment companies and intends to distribute substantially all of its net taxable income and net capital gains, if any, each year. The Fund is not subject to income taxes to the extent such distributions are made.

 

As of and during the year ended October 31, 2023, the Fund did not have a liability for any unrecognized tax benefits in the accompanying financial statements. The Fund files U.S. federal, state, and local tax returns as required. The Fund’s tax returns are subject to examination by the relevant tax authorities until expiration of the applicable statute of limitations, which is generally

 

Annual Report October 31, 2023

25

Reaves Utility Income Fund

Notes to Financial Statements

October 31, 2023

 

three years after the filing of the tax return but which can be extended to six years in certain circumstances. Tax returns for open years have incorporated no uncertain tax positions that require a provision for income taxes.

 

Net investment income (loss) and net realized gain (loss) may differ for financial statement and tax purposes. The character of distributions made during the year from net investment income or net realized gains may differ from its ultimate characterization for federal income tax purposes. Also, due to the timing of dividend distributions, the fiscal year in which amounts are distributed may differ from the fiscal year in which the income or realized gain was recorded by the Fund.

 

The tax character of the distributions paid by the Fund were as follows:

 

		For the Year Ended October 31, 2023
Distributions Paid From:
Ordinary Income		$	39,221,471
Long-Term Capital Gain			130,986,820
Total		$	170,208,291

		For the Year Ended October 31, 2022
Distributions Paid From:
Ordinary Income		$	36,286,616
Long-Term Capital Gain			120,729,083
Total		$	157,015,699

 

As of October 31, 2023, the components of distributable earnings on a tax basis were as follows:

 

Accumulated Capital Gain		$	12,145,833
Unrealized Depreciation			(163,542,902	)
Total		$	(151,397,069	)

 

The tax components of distributable earnings are determined in accordance with income tax regulations which may differ from composition of net assets reported under U.S. GAAP.

 

The tax basis components of capital differ from the amounts reflected in the Statement of Assets and Liabilities due to temporary book/tax differences primarily arising from wash sales and investments in partnership.

 

As of October 31, 2023, net unrealized appreciation/depreciation of investments based on federal tax cost were as follows:

 

Gross appreciation (excess of value over tax cost)			148,691,941
Gross depreciation (excess of tax cost over value)			(312,226,038	)
Net depreciation of foreign currency			(8,805	)
Net unrealized depreciation		$	(163,542,902	)
Cost of investments for income tax purposes		$	2,583,175,430

 

www.utilityincomefund.com

26

Reaves Utility Income Fund

Notes to Financial Statements

October 31, 2023

 

NOTE 4. CAPITAL TRANSACTIONS

 

Common Shares: There are an unlimited number of no par value common shares of beneficial interest authorized.

 

The Fund has a registration statement on file with the SEC (the “Shelf Registration Statement”), pursuant to which the Fund may offer common shares, from time to time, in one or more offerings, up to a maximum aggregate offering price of $600,000,000 on terms to be determined at the time of the offering.

 

On September 19, 2022, the Fund entered into a distribution agreement (the “Distribution Agreement”) with Paralel Distributors LLC (“Paralel Distributors”), pursuant to which the Fund may offer and sell up to 8,000,000 of the Fund’s common shares from time to time through Paralel Distributors and a sub-placement agent in transactions deemed to be “at the market” as defined in Rule 415 under the Securities Act of 1933, as amended.

 

The Distribution Agreement replaced the materially similar distribution agreement (“ADI Agreement”) between the Fund and ALPS Distributors, Inc. (“ADI”), which originally became effective November 14, 2019 and continued through September 19, 2022. Under the ADI Agreement, the Fund could offer up offer and sell up to 23,000,000 of the Fund’s common shares through ADI and a sub-placement agent in transactions deemed to be “at the market.”

 

During the year ended October 31, 2023, 4,937,304 common shares were sold totaling $135,810,703 in proceeds to the Fund, net of offering costs of $86,398. For the shares sold during the year ended October 31, 2023 pursuant to the Distribution Agreement, commissions totaling $1,372,716 were paid, of which $274,543 was retained by Paralel Distributors with the remainder paid to a sub-placement agent.

 

Offering costs paid as a result of the Fund’s Shelf Registration Statement but not yet incurred as of October 31, 2023 are approximately $22,008.

 

Transactions in common shares were as follows:

 

			Year Ended October 31, 2023				Year Ended October 31, 2022
Common Shares outstanding - beginning of period				71,977,353				65,211,164
Common Shares issued from sale of shares				4,937,304				6,600,257
Common Shares issued as reinvestment of dividends				288,615				165,932
Common Shares outstanding - end of period				77,203,272				71,977,353

 

NOTE 5. BORROWINGS

 

On April 27, 2022, the Fund entered into a Credit Agreement with State Street Bank and Trust Company. Under the terms of the Credit Agreement, the Fund is allowed to borrow up to $650,000,000 (“Commitment Amount”). Interest is charged at a rate of the one month SOFR (“Secured Overnight Financing Rate”) plus 0.65%. Borrowings under the Credit Agreement are secured by all or a portion of assets of the Fund that are held by the Fund’s custodian in a memo-pledged account (the “pledged collateral”). Borrowing commenced under the terms of the Credit Agreement on April 27, 2022. Under the terms of the Credit Agreement, effective June 27, 2022, a commitment fee applies when the amount outstanding is less than 80% of the Commitment Amount. This commitment fee is equal to 0.15% times the Commitment Amount less the amount outstanding under the Credit Agreement and is computed daily and payable quarterly in arrears.

 

Annual Report | October 31, 2023

27

Reaves Utility Income Fund

Notes to Financial Statements

October 31, 2023

 

For the year ended October 31, 2023, the average amount borrowed under the Credit Agreement was $517,643,836, at a weighted average rate of 5.42%. As of October 31, 2023, the amount of outstanding borrowings was $520,000,000, the interest rate was 5.99% and the value of pledged collateral was $ $1,040,000,020.

 

NOTE 6. PORTFOLIO SECURITIES

 

Purchases and sales of investment securities, other than short-term securities, for the year ended October 31, 2023, aggregated $886,372,831 and $792,376,453, respectively.

 

NOTE 7. MANAGEMENT FEES, ADMINISTRATION FEES AND TRANSACTIONS WITH AFFILIATES

 

Reaves serves as the Fund’s investment adviser pursuant to an Investment Advisory and Management Agreement (the “Advisory Agreement”) with the Fund. As compensation for its services to the Fund, Reaves receives an annual investment advisory fee of 0.575% on assets up to $2.5 billion and 0.525% based on the Fund’s average daily total assets, computed daily and payable monthly 0.575% annually on assets up to $2.5 billion and 0.525% annual on assets over $2.5 billion.

 

Paralel Technologies LLC (“Paralel”) serves as the Fund’s administrator pursuant to an administration and fund accounting agreement (the “Administration Agreement”) with the Fund. As compensation for its services to the Fund, Paralel receives an annual administration fee based on the Fund’s average daily total assets, computed daily and payable monthly. From its fees, Paralel pays all routine operating expenses incurred by the Fund with the exception of advisory fees; taxes and governmental fees; expenses related to portfolio transactions and management of the portfolio; expenses associated with secondary offerings of shares; trustee fees and expenses; expenses associated with tender offers and other share repurchases; and other extraordinary expenses.

 

NOTE 8. INDEMNIFICATIONS

 

In the normal course of business, the Fund enters into contracts that contain a variety of representations which provide general indemnifications. The Fund’s maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Fund that have not yet occurred.

 

www.utilityincomefund.com

28

Reaves Utility Income Fund

Additional Information

October 31, 2023 (Unaudited)

 

DIVIDEND REINVESTMENT PLAN

 

Unless the registered owner of Common Shares elects to receive cash by contacting DST Systems, Inc. (the “Plan Administrator”), all dividends declared on Common Shares will be automatically reinvested by the Plan Administrator for shareholders in the Fund’s Dividend Reinvestment Plan (the “Plan”), in additional Common Shares. Shareholders who elect not to participate in the Plan will receive all dividends and other distributions in cash paid by check mailed directly to the shareholder of record (or, if the Common Shares are held in street or other nominee name, then to such nominee) by the Plan Administrator as dividend disbursing agent. You may elect not to participate in the Plan and to receive all dividends in cash by contacting the Plan Administrator, as dividend disbursing agent, at the address set forth below. Participation in the Plan is completely voluntary and may be terminated or resumed at any time without penalty by notice if received and processed by the Plan Administrator prior to the dividend record date; otherwise, such termination or resumption will be effective with respect to any subsequently declared dividend or other distribution. Some brokers may automatically elect to receive cash on your behalf and may re-invest that cash in additional Common Shares for you. If you wish for all dividends declared on your Common Shares to be automatically reinvested pursuant to the Plan, please contact your broker.

 

The Plan Administrator will open an account for each Common Shareholder under the Plan in the same name in which such Common Shareholder’s Common Shares are registered. Whenever the Fund declares a dividend or other distribution (together, a “Dividend”) payable in cash, nonparticipants in the Plan will receive cash and participants in the Plan will receive the equivalent in Common Shares. The Common Shares will be acquired by the Plan Administrator for the participants’ accounts, depending upon the circumstances described below, either (i) through receipt of additional unissued but authorized Common Shares from the Fund (“Newly Issued Common Shares”) or (ii) by purchase of outstanding Common Shares on the open market (“Open-Market Purchases”) on the NYSE American LLC or elsewhere. If, on the payment date for any Dividend, the closing market price plus estimated brokerage commissions per Common Share is equal to or greater than the net asset value per Common Share, the Plan Administrator will invest the Dividend amount in Newly Issued Common Shares on behalf of the participants. The number of Newly Issued Common Shares to be credited to each participant’s account will be determined by dividing the dollar amount of the Dividend by the net asset value per Common Share on the payment date; provided that, if the net asset value is less than or equal to 95% of the closing market value on the payment date, the dollar amount of the Dividend will be divided by 95% of the closing market price per Common Share on the payment date. If, on the payment date for any Dividend, the net asset value per Common Share is greater than the closing market value plus estimated brokerage commissions, the Plan Administrator will invest the Dividend amount in Common Shares acquired on behalf of the participants in Open-Market Purchases. In the event of a market discount on the payment date for any Dividend, the Plan Administrator will have until the last business day before the next date on which the Common Shares trade on an “ex-dividend” basis or 30 days after the payment date for such Dividend, whichever is sooner (the “Last Purchase Date”), to invest the Dividend amount in Common Shares acquired in Open-Market Purchases. It is contemplated that the Fund will pay monthly income Dividends. Therefore, the period during which Open-Market Purchases can be made will exist only from the payment date of each Dividend through the date before the next “ex-dividend” date which typically will be approximately ten days. If, before the Plan Administrator has completed its Open-Market Purchases, the market price per Common Share exceeds the net asset value per Common Share, the average per Common Share purchase price paid by the Plan Administrator may exceed the net asset value of the Common Shares, resulting in the acquisition of fewer Common Shares than if the Dividend had been paid in Newly Issued Common Shares on the Dividend payment date. Because of the foregoing difficulty with respect to Open-Market Purchases, the Plan provides that if the Plan

 

Annual Report | October 31, 2023

29

Reaves Utility Income Fund

Additional Information

October 31, 2023 (Unaudited)

 

Administrator is unable to invest the full Dividend amount in Open-Market Purchases during the purchase period or if the market discount shifts to a market premium during the purchase period, the Plan Administrator may cease making Open-Market Purchases and may invest the uninvested portion of the Dividend amount in Newly Issued Common Shares at the net asset value per Common Share at the close of business on the Last Purchase Date, provided that, if the net asset value is less than or equal to 95% of the then current market price per Common Share, the dollar amount of the Dividend will be divided by 95% of the market price on the payment date.

 

The Plan Administrator maintains all shareholders’ accounts in the Plan and furnishes written confirmation of all transactions in the accounts, including information needed by shareholders for tax records. Common Shares in the account of each Plan participant will be held by the Plan Administrator on behalf of the Plan participant, and each shareholder proxy will include those shares purchased or received pursuant to the Plan. The Plan Administrator will forward all proxy solicitation materials to participants and vote proxies for shares held under the Plan in accordance with the instructions of the participants.

 

In the case of Common Shareholders such as banks, brokers or nominees which hold shares for others who are the beneficial owners, the Plan Administrator will administer the Plan on the basis of the number of Common Shares certified from time to time by the record shareholder’s name and held for the account of beneficial owners who participate in the Plan.

 

There will be no brokerage charges with respect to Common Shares issued directly by the Fund. However, each participant will pay a pro rata share of brokerage commissions incurred in connection with Open-Market Purchases. The automatic reinvestment of Dividends will not relieve participants of any federal, state or local income tax that may be payable (or required to be withheld) on such Dividends. Participants that request a sale of Common Shares through the Plan Administrator are subject to brokerage commissions.

 

The Fund reserves the right to amend or terminate the Plan. There is no direct service charge to participants with regard to purchases in the Plan; however, the Fund reserves the right to amend the Plan to include a service charge payable by the participants.

 

All correspondence or questions concerning the Plan should be directed to the Plan Administrator, DST Systems, Inc., 333 West 11th Street, 5th Floor, Kansas City, Missouri 64105.

 

FUND PROXY VOTING POLICIES & PROCEDURES

 

A description of the policies and procedures that the Fund uses to determine how to vote proxies relating to portfolio securities is available without charge upon request by calling toll-free 1-800-644-5571, or on the Fund’s website at https://www.utilityincomefund.com. Information regarding how the Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30 is also available without charge upon request by calling toll-free 1-800-644-5571, or on the SEC’s website at https://www.sec.gov.

 

PORTFOLIO HOLDINGS

 

The Fund files its complete schedule of portfolio holdings with the Commission for the first and third quarters of each fiscal year on Form N-PORT. Copies of the Fund’s Forms N-PORT are available on the Commission’s website at https://www.sec.gov. Quarterly Holdings statements as of the first and third quarter of each fiscal year, and information on the Fund’s Forms N-PORT, are available on the Fund’s website at https://www.utilityincomefund.com, and are available without a charge, upon request, by contacting the Fund at 1-800-644-5571.

 

www.utilityincomefund.com

30

Reaves Utility Income Fund

Additional Information

October 31, 2023 (Unaudited)

 

NOTICE

 

Notice is hereby given in accordance with Section 23(c) of the Investment Company Act of 1940 that the Fund may purchase at market prices from time to time common shares in the open market.

 

PRIVACY STATEMENT

  

Pursuant to SEC Regulation S-P (Privacy of Consumer Financial Information) the Board established the following policy regarding information about the Fund’s shareholders. We consider all shareholders data to be private and confidential, and we hold ourselves to the highest standards in its safekeeping and use.

 

The Fund has in effect the following policy with respect to nonpublic personal information about its customers:

 

Only such information received from customers, through application forms or otherwise, and information about customers’ Fund transactions will be collected. None of such information about customers (or former customers) will be disclosed to anyone, except as permitted by law (which includes disclosure to employees necessary to service your account). Policies and procedures (including physical, electronic and procedural safeguards) are in place that are designed to protect the confidentiality and properly disposal of such information. The Fund does not currently obtain consumer information. If the Fund were to obtain consumer information at any time in the future, it would employ appropriate procedural safeguards that comply with federal standards to protect against unauthorized access to and properly dispose of consumer information.

 

TAX INFORMATION

 

The Fund designates the following for federal income tax purposes for distributions made during the calendar year ended December 31, 2022 qualified dividend income (“QDI”) and as qualifying for the corporate dividends received deduction (“DRD”):

 

	QDI	DRD
Reaves Utility Income Fund	100%	100%

 

In early 2023, if applicable, shareholders of record received this information for the distributions paid to them by the Fund during the calendar year 2022 via Form 1099. The Fund will notify shareholders in early 2024 of amounts paid to them by the Fund, if any, during the calendar year 2023.

 

Pursuant to Section 852(b)(3) of the Internal Revenue Code, the Fund designated $130,986,820 as long-term capital gain distribution for the year ended October 31, 2023.

 

SECTION 19(A) NOTICES

 

The following table sets forth the estimated amount of the sources of distribution for purposes of Section 19 of the Investment Company Act of 1940, as amended, and the related rules adopted there under. The Fund estimates the following percentages, of the total distribution amount per share, attributable to (i) current and prior fiscal year net investment income, (ii) net realized short-term capital gain, (iii) net realized long-term capital gain and (iv) return of capital or other capital source as a percentage of the total distribution amount. These percentages are disclosed for the fiscal year-to-date cumulative distribution amount per share for the Fund.

 

Annual Report | October 31, 2023

31

Reaves Utility Income Fund

Additional Information

October 31, 2023 (Unaudited)

 

The amounts and sources of distributions reported in these 19(a) notices are only estimates and not for tax reporting purposes. The actual amounts and sources of the amounts for tax reporting purposes will depend upon the Fund’s investment experience during the remainder of its fiscal year and may be subject to changes based on tax regulations. Shareholders will receive a Form 1099-DIV for the calendar year that will tell you how to report these distributions for federal income tax purposes.

 

Total Cumulative Distributions for the fiscal year ended October 31, 2023				% Breakdown of the Total Cumulative Distributions for the fiscal year ended October 31, 2023
Net Investment	Net Realized Capital Gains	Return of Capital	Total Per Common Share	Net Investment Income	Net Realized Capital Gains	Return of Capital	Total Per Common Share
$0.58175	$1.69825	$—	$2.28000	25.52%	74.48%	—%	100.00%

 

The Fund’s dividend policy is to distribute all or a portion of its net investment income to its shareholders on a monthly basis. In order to provide shareholders with a more stable level of dividend distributions, the Fund may at times pay out less than the entire amount of net investment income earned in any particular month and may at times in any particular month pay out such accumulated but undistributed income in addition to net investment income earned in that month. As a result, the dividends paid by the Fund for any particular month may be more or less than the amount of net investment income earned by the Fund during such month. The Fund’s current accumulated but undistributed net investment income, if any, is disclosed in the Statement of Assets and Liabilities, which comprises part of the financial information included in this report.

 

Shareholders should not draw any conclusions about the Fund’s investment performance from the amount of the distribution or from the terms of the Fund’s Plan.

 

www.utilityincomefund.com

32

Reaves Utility Income Fund

Trustees & Officers

October 31, 2023 (Unaudited)

 

The following table includes information regarding the Fund’s trustees and officers, and their principal occupations and other affiliations during the past five years. The address for all trustees is 1700 Broadway, Suite 1850, Denver, CO 80290. The “independent trustees” consist of those trustees who are not “interested persons” of the Fund, as that term is defined under the 1940 Act.

 

NON-INTERESTED TRUSTEES

Name and Age	Position(s) Held with Fund	Term of Office and Length of Time Served(1)	Principal Occupation(s) During Past 5 Years	Number of Portfolios in Fund Complex Overseen by Trustee(2)	Other Directorships Held by Trustee or Nominee(3)
Mary K. Anstine Birth Year: 1940	Trustee	Since Inception ***	Ms. Anstine is also a trustee of A.V. Hunter Trust. Ms. Anstine was formerly a Director of the Bank of Colorado (later purchased and now known as Northern Trust Bank), and a member of The American Bankers Association and Trust Executive Committee.	1	Ms. Anstine is a Trustee of ALPS ETF Trust (23 funds); Financial Investors Trust (28 funds); and ALPS Variable Investment Trust (7 funds).
Jeremy W. Deems Birth Year: 1976	Chairman and Trustee	Chairman Since 2017 Trustee Since 2008**	Mr. Deems is the Co-Founder, Chief Financial Officer of Green Alpha Advisors, LLC, a registered investment adviser, and Co-Portfolio Manager of the AXS Green Alpha ETF. Prior to joining Green Alpha Advisors, Mr. Deems was Chief Financial Officer and Treasurer of Forward Management, LLC, ReFlow Management, Co. LLC, ReFlow Fund, LLC, a private investment fund, and Sutton Place Management, LLC, an administrative services company from 2004 to 2007.	1	Mr. Deems is a Trustee of ALPS ETF Trust (23 funds); Financial Investors Trust (28 funds); and ALPS Variable Investment Trust (7 funds).
Michael F. Holland Birth Year: 1944	Trustee	Since Inception ***	Mr. Holland is Chairman of Holland & Company, an investment management company.	1	None

 

Annual Report | October 31, 2023

33

Reaves Utility Income Fund				Trustees & Officers
				October 31, 2023 (Unaudited)

 

Name and Age	Position(s) Held with Fund	Term of Office and Length of Time Served(1)	Principal Occupation(s) During Past 5 Years	Number of Portfolios in Fund Complex Overseen by Trustee(2)	Other Directorships Held by Trustee or Nominee(3)
JoEllen L. Legg Birth Year: 1961	Trustee	Since 2022**	Ms. Legg was formerly Counsel with Practus, LLP, a law firm (2017-2019).	1	None
E. Wayne Nordberg Birth Year: 1938	Trustee	Since 2012*	Mr. Nordberg is currently the Chairman and Co-Chief Investment Officer of Hollow Brook Wealth Management, LLC, a private investment management firm and is a Director/Trustee for Riley Exploration Permian. Mr. Nordberg was formerly a Senior Director at Ingalls & Snyder LLC, a privately owned registered investment adviser.	1	Mr. Nordberg is a Director/ Trustee for Riley Exploration Permian.

 

www.utilityincomefund.com

34

Reaves Utility Income Fund	Trustees & Officers
	October 31, 2023 (Unaudited)

OFFICERS
Name and Age	Position(s) Held with Fund	Term of Office and Length of Time Served(1)	Principal Occupation(s) During Past 5 Years	Number of Portfolios in Fund Complex Overseen by Trustee(2)	Other Directorships Held by Trustee or Nominee(3)
Joseph Rhame, III Birth Year: 1981	President	President Since 2021	Mr. Rhame is currently the CEO at Reaves Asset Management and prior to 2019 was Portfolio Manager and Analyst at Reaves.	N/A	N/A
Jill Kerschen Birth Year: 1975	Treasurer	Treasurer Since 2022	Ms. Kerschen joined Paralel in 2021 and is currently Director of Fund Administration. Prior to joining Paralel she was Vice President at ALPS Advisors, Inc. from 2019 to 2021 and from 2013 to 2019 she served as Vice President and Fund Controller at ALPS Fund Services, Inc.	N/A	N/A
Bradley J. Swenson Birth Year: 1972	Chief Compliance Officer	Chief Compliance Officer Since 2022	Mr. Swenson is President and Chief Compliance Officer, Paralel Distributors LLC, since May 2022; Chief Compliance Officer, Paralel Technologies, since May 2022; President, TruePeak Consulting, LLC, since August 2021; President, ALPS Fund Services, Inc. (“ALPS”) June 2019 to June 2021; Chief Operating Officer, ALPS 2015 to 2019	N/A	N/A

  

Annual Report | October 31, 2023

35

Reaves Utility Income Fund				Trustees & Officers
				October 31, 2023 (Unaudited)

Name and Age	Position(s) Held with Fund	Term of Office and Length of Time Served(1)	Principal Occupation(s) During Past 5 Years	Number of Portfolios in Fund Complex Overseen by Trustee(2)	Other Directorships Held by Trustee or Nominee(3)
Christopher Moore Birth Year: 1984	Secretary	Secretary Since 2022	Mr. Moore is General Counsel of Paralel Technologies LLC and Paralel Advisors LLC since 2021. Mr. Moore served as Deputy General Counsel and Legal Operations Manager of RiverNorth Capital Management, LLC from 2020-2021; VP and Senior Counsel of ALPS Fund Services, Inc. from 2016-2020	N/A	N/A

 

(1)	The Trust commenced operations on February 24, 2004. The Trust’s Board of Trustees is divided into three classes, each class serves for a term of three years. Each year the term of office of one class expires and the successors elected to such class serve for a term of three years.

*

Term expires at the Trust’s 2024 Annual Meeting of Shareholders.

**

Term expires at the Trust’s 2025 Annual Meeting of Shareholders.

***

Term expires at the Trust’s 2026 Annual Meeting of Shareholders.

(2)

The term “Fund Complex” means two or more registered investment companies that hold themselves out to investors as related companies for purposes of investment and investor services; or have a common investment adviser or that have an investment adviser that is an affiliated person of the investment adviser of any of the other registered investment companies.

(3)	The numbers enclosed in the parentheticals represent the number of funds overseen in each respective directorship held by the Trustee.

 

www.utilityincomefund.com

36

Reaves Utility Income Fund

Summary of Fund Expenses

October 31, 2023 (Unaudited)

 

The following information is intended to assist investors in understanding the fees and expenses (annualized) that an investor in common shares of the Fund would bear, directly or indirectly. The table is based on the capital structure of the Fund as of October 31, 2023.

 

The table assumes the use of leverage in the form of amounts borrowed by the Fund under a credit agreement in an amount equal to 21.44% of the Fund’s total assets as of October 31, 2023 (including the amounts of any additional leverage obtained through the use of borrowed funds) and shows Fund expenses as a percentage of net assets attributable to common shares. The following table should not be considered a representation of the Fund’s future expenses. Actual expenses may be greater or less than those shown below. Interest payments on borrowings are included in the total annual expenses of the Fund.

 

Shareholder Transaction Expenses (as a percentage of offering price) 

Sales Load(a)	—%
Offering Expenses Borne by Common Shareholders(a)	—%
Dividend Reinvestment Plan Fees(b)	None

 

Annual Expenses	Percentage of Net Assets Attributable to Common Shares
Investment Advisory Fees(c)	0.72%
Interest Payments on Borrowed Funds(d)	1.38%
Other Expenses(e)	0.22%
Acquired Fund Fees & Expenses	0.01%
Total Annual Fund Operating Expenses	2.33%

 

(a)

If common shares are sold to or through underwriters, the applicable prospectus supplement will set forth any applicable sales load and the estimated offering expenses borne by the Fund. Under the Fund’s effective registration statement (“Shelf Registration Statement”), as of October 31, 2023, the Fund had commenced an offering of its shares made at-the-market with a maximum sales load paid by investors of 1.00% of the offering price.

(b)

There will be no brokerage charges with respect to common shares of beneficial interest issued directly by the Fund under the dividend reinvestment plan. You will pay brokerage charges in connection with open market purchases or if you direct the plan agent to sell your common shares held in a dividend reinvestment account.

(c)	The investment advisory fee is charged as a percentage of the Fund’s average daily total assets.

(d)	Assumes the use of leverage in the form of borrowing under the Credit Agreement representing 21.44% of the Fund’s total assets as of October 31, 2023 (including any additional leverage obtained through the use of borrowed funds) at an average annual interest rate cost to the Fund of 5.42%.

(e)	Other Expenses are estimated based on estimated amounts for the current fiscal year.

 

Example

The purpose of the following table is to help a holder of common shares understand the fees and expenses that such holder would bear directly or indirectly. The following example illustrates the expenses that you would pay on a $1,000 investment in common shares of the Fund assuming (1) that the Fund incurs total annual expenses of 2.33% of its net assets in years 1 through 10 (assuming borrowing equal to 21.44% of the Fund’s total assets) and (2) a 5% annual return.

 

Annual Report | October 31, 2023

37

Reaves Utility Income Fund	Summary of Fund Expenses
	October 31, 2023 (Unaudited)

 

www.utilityincomefund.com

38

	Summary of Updated Information
Reaves Utility Income Fund	Regarding the Fund
	October 31, 2023 (Unaudited)

 

The following information in this annual report is a summary of certain information about the Fund and changes since the most recent annual report dated October 31, 2022 (the “prior disclosure date”). This information may not reflect all of the changes that have occurred since you purchased shares of the Fund.

 

Investment Objective

There have been no material changes in the Fund’s investment objective since the prior disclosure date that have not been approved by shareholders. The Fund’s investment objective is to provide a high level of after-tax income and total return consisting primarily of tax-advantaged dividend income and capital appreciation.

 

Principal Investment Strategies.

There have been no material changes in the Fund’s Principal Investment Strategies and Policies since the prior disclosure date.

 

The Fund pursues its investment objective by investing at least 80% of its total assets in the securities of domestic and foreign companies involved to a significant extent in providing products, services or equipment for (i) the generation or distribution of electricity, gas or water, (ii) telecommunications activities or (iii) infrastructure operations, such as airports, toll roads and municipal services (“Utilities” or the “Utility Industry”).

 

A company will be deemed to be involved in the Utility Industry to a significant extent if at least 50% of its assets, gross income or profits are committed to or derived from activities in the areas described above. The remaining 20% of the Fund’s total assets may be invested in other securities including stocks, debt obligations and money market instruments, as well as certain derivative instruments (described below) and other investments.

 

As used in the Annual Report, as well as the Fund’s Prospectus Supplement and the accompanying Prospectus and Statement of Additional Information, the terms “debt securities” and “debt obligations” refer to bonds, debentures and similar long and intermediate term debt investments and do not include short-term fixed income securities such as money market instruments in which the Fund may invest temporarily pending investment of the proceeds of an offering and during periods of abnormal market conditions. The Fund may invest in preferred stocks and bonds of below investment grade quality (i.e., “junk bonds”).

 

Under normal market conditions, the Fund invests at least 80% of its total assets in dividend-paying common and preferred stocks of companies in the Utility Industry. In pursuing its objective, the Fund invests primarily in common and preferred stocks that pay dividends that qualify for federal income taxation at rates applicable to long-term capital gains (“tax-advantaged dividends”).

 

The Fund may invest in the securities of both domestic and foreign issuers, including those located in emerging market countries (i.e., a country not included in the MSCI World Index, a free float-adjusted market capitalization weighted index that is designed to measure the equity market performance of developed markets).

 

As an alternative to holding foreign-traded securities, the Fund may invest in dollar-denominated securities of foreign companies that trade on U.S. exchanges or in the U.S. over-the-counter market (including depositary receipts, which evidence ownership in underlying foreign securities).

 

To date, the Fund’s derivatives usage has been limited to equity options, including writing covered calls, the purchase of calls and the sale of puts. Options may be used as both hedges against the value of existing holdings or as speculative trades as part of the Fund’s overall investment strategy.

 

Annual Report | October 31, 2023

39

	Summary of Updated Information
Reaves Utility Income Fund	Regarding the Fund
	October 31, 2023 (Unaudited)

 

www.utilityincomefund.com

40

	Summary of Updated Information
Reaves Utility Income Fund	Regarding the Fund
	October 31, 2023 (Unaudited)

 

 

Effects of Leverage

The following table is furnished in response to requirements of the SEC. It is designed to illustrate the effect of leverage on total return on common shares, assuming investment portfolio total returns (comprised of income, net expenses and changes in the value of investments held in the Fund’s portfolio) of -10%, -5%, 0%, 5% and 10%. These assumed investment portfolio returns are hypothetical figures and are not necessarily indicative of what the Fund’s investment portfolio

 

Annual Report | October 31, 2023

41

	Summary of Updated Information
Reaves Utility Income Fund	Regarding the Fund
	October 31, 2023 (Unaudited)

 

 

Risk Factors

Investing in any investment company security involves risk, including the risk that you may receive little or no return on your investment or even that you may lose part or all of your investment. Investors should consider the following risk factors and special considerations associated with investing in the Fund’s common shares:

 

Risks Associated with Offerings of Additional Common Shares. The voting power of current shareholders will be diluted to the extent that current shareholders do not purchase shares in any future offerings of shares or do not purchase sufficient shares to maintain their percentage interest. If the Fund is unable to invest the proceeds of such offering as intended, the Fund’s per common share distribution may decrease and the Fund may not participate in market advances to the same extent as if such proceeds were fully invested as planned. If the Fund sells common shares at a price below NAV pursuant to the consent of shareholders, shareholders will experience a dilution of the aggregate NAV per common share because the sale price will be less than the Fund’s then-current NAV per common share. Similarly, were the expenses of the offering to exceed the amount by which the sale price exceeded the Fund’s then current NAV per common share, shareholders would experience a dilution of the aggregate NAV per common share. This dilution will be experienced by all shareholders, irrespective of whether they purchase common shares in any such offering.

 

Additional Risks of Rights. There are additional risks associated with an offering of subscription rights to purchase common shares (“Rights”). Shareholders who do not exercise their Rights may, at the completion of such an offering, own a smaller proportional interest in the Fund than if they exercised their Rights. As a result of such an offering, a shareholder may experience dilution in NAV per share if the subscription price per share is below the NAV per share on the expiration date. If the subscription price per share is below the NAV per share of the Fund’s common shares on the expiration date, a shareholder will experience an immediate dilution of the aggregate NAV of such shareholder’s

 

www.utilityincomefund.com

42

	Summary of Updated Information
Reaves Utility Income Fund	Regarding the Fund
	October 31, 2023 (Unaudited)

 

Annual Report | October 31, 2023

43

	Summary of Updated Information
Reaves Utility Income Fund	Regarding the Fund
	October 31, 2023 (Unaudited)

 

www.utilityincomefund.com

44

	Summary of Updated Information
Reaves Utility Income Fund	Regarding the Fund
	October 31, 2023 (Unaudited)

 

Annual Report | October 31, 2023

45

	Summary of Updated Information
Reaves Utility Income Fund	Regarding the Fund
	October 31, 2023 (Unaudited)

 

www.utilityincomefund.com

46

	Summary of Updated Information
Reaves Utility Income Fund	Regarding the Fund
	October 31, 2023 (Unaudited)

 

Annual Report | October 31, 2023

47

	Summary of Updated Information
Reaves Utility Income Fund	Regarding the Fund
	October 31, 2023 (Unaudited)

 

www.utilityincomefund.com

48

	Summary of Updated Information
Reaves Utility Income Fund	Regarding the Fund
	October 31, 2023 (Unaudited)

 

Portfolio Manager Information 

Since the prior disclosure date, Jay Rhame became a portfolio manager of the Fund. Mr. Rhame’s information is set forth below:

 

Jay Rhame joined Reaves Asset Management in 2005 and was named Chief Executive Officer in January 2019. Previously he served as a telecommunications, energy, and utility analyst. Mr. Rhame has been a co-portfolio manager of the Reaves Utility Income Fund since 2023 and the Virtus Reaves Utilities ETF since that Fund’s inception in 2015. In June 2021, Mr. Rhame was appointed to serve as President of the Reaves Utility Income Fund. He is a member of the portfolio review and risk management committees. Mr. Rhame received a B.A. from St. Mary’s College of Maryland and is a CFA Charterholder.

 

Fund Organizational Structure 

Since the prior disclosure date, there have been no changes in the Fund’s charter or by-laws that would delay or prevent a change of control of the Fund that have not been approved by shareholders.

 

Other Disclosures

 

Delaware Statutory Trust Act – Control Share Acquisitions Under Delaware law applicable to the Fund as of August 1, 2022, if a shareholder acquires direct or indirect ownership or power to direct the voting of shares of the Fund in an amount that equals or exceeds certain percentage thresholds specified under Delaware law (beginning at 10% or more of shares of the Fund), the shareholder’s ability to vote certain of these shares may be limited.

 

Market and Net Asset Value Information 

The common shares are listed on the NYSE American under the symbol “UTG” and began trading on the NYSE American on February 24, 2004. Shares of closed-end investment companies often trade on an exchange at prices lower than NAV. The Fund’s common shares have traded in the market at both premiums to and discounts from NAV. The following table shows, for each fiscal quarter since the quarter ended January 31, 2021; (i) high and low NAVs per common share, (ii) the high and low sale prices per common share, as reported in the consolidated transaction reporting system, and (iii) the percentage by which the common shares traded at a premium over, or discount from, the high and low NAVs per common share. The Fund’s NAV per common share is determined on a daily basis.

 

Annual Report | October 31, 2023

49

	Summary of Updated Information
Reaves Utility Income Fund	Regarding the Fund
	October 31, 2023 (Unaudited)

 

As of October 31, 2023, the last reported closing sale price for the Fund’s Common Shares was $24.56 per share and the reported NAV on that date for the Fund’s Common Shares was $24.53, representing a premium to NAV of 0.12%. Market prices on that same date ranged from $24.58 to a low of $24.06, representing a premium to NAV of 0.20% and a discount to NAV of (1.92)%, respectively.

 

www.utilityincomefund.com

50

 

REAVES UTILITY INCOME FUND

1700 Broadway, Suite 1850

Denver, CO 80290

1-800-644-5571

 

Paralel Technologies LLC’s affiliate, Paralel Distributors LLC, a FINRA member, serves as underwriter to the Fund’s at the market offering.

 

 

(b)

Not applicable.

 

Item 2. Code of Ethics.

 

(a)

As of the end of the period covered by this report, the registrant has adopted a code of ethics that applies to the registrant’s principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, regardless of whether these individuals are employed by the registrant or a third party.

 

(b)

For purposes of this item, “code of ethics” means written standards that are reasonably designed to deter wrongdoing and to promote:

 

(1)

Honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;

(2)

Full, fair, accurate, timely, and understandable disclosure in reports and documents that a registrant files with, or submits to, the Commission and in other public communications made by the registrant;

(3)

Compliance with applicable governmental laws, rules, and regulations;

(4)

The prompt internal reporting of violations of the code to an appropriate person or persons identified in the code; and

(5)

Accountability for adherence to the code.

 

(c)

During the period covered by this report, there were no amendments to the provisions of the code of ethics adopted in Item 2(a) of this report.

 

(d)

During the period covered by this report, the registrant had not granted any express or implicit waivers from the provisions of the code of ethics adopted in Item 2(a) of this report.

 

(e)

Not applicable.

 

(f)

The registrant’s code of ethics referred to in Item 2(a) above is attached as Exhibit 13(a)(l), hereto.

 

Item 3. Audit Committee Financial Expert.

 

The Board of Trustees of the registrant has determined that the registrant has at least one audit committee financial expert serving on its audit committee. The Board of Trustees has designated Jeremy W. Deems and Michael F. Holland as the registrant’s “audit committee financial expert(s).” Mr. Deems and Mr. Holland are each “independent” as defined in paragraph (a)(2) of Item 3 to Form N-CSR.

 

Item 4. Principal Accountant Fees and Services.

 

(a)

Audit Fees: For the registrant’s last two fiscal years ended October 31, 2022 and October 31, 2023, the aggregate fees billed for professional services rendered by the principal accountant for the audit of the registrant’s annual financial statements or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements were $46,500 and $50,220, respectively.

 

(b)

Audit-Related Fees: For the registrant’s last two fiscal years ended October 31, 2022 and October 31, 2023, the aggregate fees billed for assurance and related services by the principal accountant that are reasonably related to the performance of the audit of the registrant’s financial statements and not otherwise reported under paragraph (a) of Item 4 of this report were $0 and $0, respectively. Such fees related to consents filed with respect to the registrant’s registration statements.

 

(c)

Tax Fees: For the registrant’s last two fiscal years ended October 31, 2022 and October 31, 2023, the aggregate fees billed for professional services rendered by the principal accountant for tax compliance, tax advice and tax planning, which were comprised of the preparation of excise filings and income tax returns for the registrant, were $6,650 and $6,850, respectively.

 

(d)

All Other Fees: For the registrant’s last two fiscal years ended October 31, 2022 and October 31, 2023, the aggregate fees billed for products and services, provided by the principal accountant, other than the services reported in paragraphs (a) through (c) of Item 4 of this report, were $0 and $0, respectively.

 

(e)

(1)      The audit committee’s pre-approval policies and procedures require that all services to be performed by the registrant’s principal accountant must be pre-approved by the registrant’s audit committee.

 

(2)      No services described in paragraphs (b) through (d) of Item 4 of this report were approved by the registrant’s audit committee pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X.

 

(f)

Not applicable to the registrant.

 

(g)

The aggregate non-audit fees billed by the Registrant’s accountant for services rendered to the Registrant, and rendered to the Registrant’s investment adviser, and any entity controlling, controlled by, or under common control with the investment adviser that provides ongoing services to the Registrant for each of the last two fiscal years of the Registrant were $6,650 in 2022 and $6,850 in 2023. These amounts consist of the tax fees disclosed in Item 4(c) above.

 

(h)

Not applicable to the registrant.

 

(i)

Not applicable to the registrant.

 

(j)

Not applicable to the registrant.

 

Item 5. Audit Committee of Listed Registrants.

 

(a)

The registrant has a separately designated standing audit committee established in accordance with Section 3(a) (58)(A) of the Exchange Act and is comprised of the following members:

 

Mary K. Anstine 

Jeremy W. Deems (designated audit committee financial expert)

Michael F. Holland (designated audit committee financial expert) 

JoEllen Legg 

E. Wayne Nordberg

 

(b)

Not applicable.

 

Item 6. Investments.

 

(a)

The schedule of investments is included as part of the Reports to Stockholders filed under Item 1 of this report.

 

(b)

Not applicable to the registrant.

 

 

Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.

 

A closed-end management investment company that is filing an annual report on this Form N-CSR must, unless it invests exclusively in non-voting securities, describe the policies and procedures that it uses to determine how to vote proxies relating to portfolio securities, including the procedures that the company uses when a vote presents a conflict between the interests of its shareholders, on the one hand, and those of the company’s investment adviser; principal underwriter; or any affiliated person (as defined in section 2(a)(3) of the Investment Company Act of 1940 (15 U.S.C. 80a-2(a)(3)) and the rules thereunder) of the company, its investment adviser, or its principal underwriter, on the other. Include any policies and procedures of the company’s investment adviser, or any other third party, that the company uses, or that are used on the company’s behalf, to determine how to vote proxies relating to portfolio securities.

 

These policies are included as Appendix A.

 

Item 8. Portfolio Managers of Closed-End Management Investment Companies.

 

(a)(l) The registrant’s Portfolio Managers as of December 31, 2023 are:

 

Name	Title	Length of Service	Business Experience 5 Years
John P. Bartlett	Co-Portfolio Manager	Since April 2017	PM, Reaves Asset Management 1995-present
Timothy O. Porter	Co-Portfolio Manager	Since December 2018	PM, Reaves Asset Management 2004-present
Joseph Rhame, III	Co-Portfolio Manager	Since June 2023	PM, Reaves Asset Management 2005-present

 

(a)(2) Other accounts managed by the registrant’s Portfolio Managers as of October 31, 2023:

 

PM Name	Registered Investment Companies, Total Assets	Other Pooled Investments Vehicles, Total Assets	Other Accounts, Total Assets
John P. Bartlett	$42,163,797  1 account	0	0
Timothy O. Porter	$26,790,942  1 account	0	$331,649,330  494 accounts
Joseph Rhame, III	$442,163,797  1 account	0	$331,649,330  494 accounts

 

Other Accounts Managed by Portfolio Managers. There may be certain inherent conflicts of interest that arise in connection with the portfolio managers’ management of the registrant’s investments and the investments of any other accounts they manage. Such conflicts could include aggregation of orders for all accounts managed by a particular portfolio manager, the allocation of purchases across all such accounts, the allocation of IPOs and any soft dollar arrangements that the registrant’s investment adviser may have in place that could benefit the registrant and/or such other accounts. The investment adviser has adopted policies and procedures designed to address any such conflicts of interest to ensure that all management time, resources and investment opportunities are allocated equitably.

 

None of the accounts disclosed pursuant to Item 8(a)(2) of Form N-CSR have an advisory fee based on the performance of an account.

 

(a)(3) Portfolio Manager compensation as of October 31, 2023:

 

Compensation of Portfolio Managers. Compensation paid by Reaves Assets Management, Inc. (the “Adviser”)

 

 

to the portfolio managers is designed to be competitive and attractive, and primarily consists of a fixed base salary, based on market factors and each person’s level of responsibility, and a bonus. The amount of the bonus is based on the overall after- tax profitability of the Adviser, each fiscal-year, and the contribution of each portfolio manager to the Adviser’s overall performance.

 

Individual compensation is designed to reward the overall contribution of portfolio managers to the performance of the Adviser. To date, the Adviser has not linked bonuses to the performance of any particular portfolio. Compensation levels are set by senior management following a review of overall performance. From time to time, the Adviser has engaged industry consultants to ensure that compensation remains competitive and to identify and plan for new and emerging compensation trends. Equity holders within the Adviser, including the portfolio managers, receive only a modest return on their capital investment, usually a mid-single digit percentage of their share of the Adviser’s book value. The Adviser believes this practice is consistent with industry standards and that it allows the Adviser to maximize the incentive compensation pool. This pool is critical in the Adviser’s ability to continue to attract and retain professionals of the highest quality while simultaneously growing the intrinsic value of the Adviser. The Adviser has no deferred compensation, stock option or other equity programs. Given the portfolio manager compensation policy described above and the fact that the Adviser has no performance-based advisory relationships, the Adviser does not believe that any material compensation conflicts exist.

 

(a)(4) Dollar range of securities owned by the registrant’s Portfolio Managers as of October 31, 2023:

 

Portfolio Manager	Dollar Range of Equity Securities Held in Registrant1
John P. Bartlett	$100,001 - $500,000
Timothy O. Porter	$10,001 - $50,000
Joseph Rhame, III	$100,001 - $500,000

 

¹“Beneficial Ownership” is determined in accordance with Section 16a-l(a)(2) of the Securities Exchange Act of 1934, as amended.

 

(b)

Not applicable.

 

Item 9. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers.

 

None

 

Item 10. Submission of Matters to a Vote of Security Holders.

 

No material changes to the procedures by which the shareholders may recommend nominees to the registrant’s Board of Trustees have been implemented after the registrant last provided disclosure in response to the requirements of Item 407(c) (2)(iv) of Regulation S-K (17 CFR 229.407) (as required by Item 22(b)(l5) of Schedule 14A (17 CFR 240.14a-101)), or this Item.

 

Item 11. Controls and Procedures. 

 

(a)

Based on an evaluation of the registrant’s disclosure controls and procedures (as defined in Rule 30a-3(c) under the 1940 Act), the registrant’s principal executive officer and principal financial officer have concluded that the registrant’s disclosure controls and procedures are effective as of a date within 90 days of the filing date of this report.

 

(b)

There were no significant changes in the registrant’s internal control over financial reporting that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, the registrant’s internal control over financial reporting.

 

 

Item 12. Disclosure of Securities Lending Activities for Closed-End Management Investment Companies.

 

None.

 

Item 13. Exhibits.

 

(a)(1) The Code of Ethics that applies to the registrant’s principal executive officer, principal financial officer, principal accounting officer or controller or persons performing similar functions is attached hereto as Exhibit 13(a)(1).

 

(a)(2) The certifications required by Rule 30a-2(a) of the Investment Company Act of 1940, as amended, and Section 302 of the Sarbanes-Oxley Act of 2002 are attached hereto as Ex-99.Cert.

 

(b) A certification for the registrant’s Principal Executive Officer and Principal Financial Officer, as required by Rule 30a-2(b) of the Investment Company Act of 1940, as amended, and Section 906 of the Sarbanes-Oxley Act of 2002 are attached hereto as Ex-99.906Cert.

 

(c) Pursuant to the Securities and Exchange Commission’s Order granting relief from Section 19(b) of the Investment Company Act of 1940 dated August 10, 2009, the form of 19(a) Notices to Beneficial Owners are attached hereto as Exhibit 13(c).

 

(d) Consent of the Independent Registered Public Accounting Firm is attached hereto as Exhibit 13(d).

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

REAVES UTILITY INCOME FUND

 

By:	/s/ Joseph Rhame III
	Joseph Rhame III
	President (Principal Executive Officer)
Date:	January 5, 2024

 

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

 

By:	/s/ Joseph Rhame III
	Joseph Rhame III
	President (Principal Executive Officer)
Date:	January 5, 2024

  

By:	/s/ Jill Kerschen
	Jill Kerschen
	Treasurer (Principal Financial Officer)
Date:	January 5, 2024

 

APPENDIX A

 

PROXY VOTING POLICIES AND PROCEDURES

1.

BACKGROUND

 

The act of managing assets of clients may include the voting of proxies related to such managed assets. Where the power to vote in person or by proxy has been delegated, directly or indirectly, to the investment adviser, the investment adviser has the fiduciary responsibility for (a) voting in a manner that is in the best interests of the client, and (b) properly dealing with potential conflicts of interest arising from proxy proposals being voted upon.

 

The policies and procedures of W. H. Reaves & Company, Inc. ("WHR") ("the Adviser") for voting proxies received for accounts managed by the Adviser are set forth below and are applicable if:

 

•

The underlying advisory agreement entered into with the client expressly provides that the Adviser shall be responsible to vote proxies received in connection with the client's account; or

•

The underlying advisory agreement entered into with the client is silent as to whether or not the Adviser shall be responsible to vote proxies received in connection with the client's account and the Adviser has discretionary authority over investment decisions for the client's account; or

•

In case of an employee benefit plan, the client (or any plan trustee or other fiduciary) has not reserved the power to vote proxies in either the underlying advisory agreement entered into with the client or in the client's plan documents.

 

These Proxy Voting Policies and Procedures are designed to ensure that proxies are voted in an appropriate manner and should complement the Adviser's investment policies and procedures regarding its general responsibility to monitor the performance and/or corporate events of companies which are issuers of securities held in managed accounts. Any questions about these policies and procedures should be directed to WHR's Compliance Department.

 

PROXY VOTING POLICIES

 

In the absence of specific voting guidelines from a client, WHR will vote proxies in a manner that is in the best interest of the client, which may result in different voting results for proxies for the same issuer. The Adviser shall consider only those factors that relate to the client's investment or dictated by the client's written instructions, including how its vote will economically impact and affect the value of the client's investment (keeping in mind that, after conducting an appropriate cost-benefit analysis, not voting at all on a presented proposal may be in the best interest of the client). WHR believes that voting proxies in accordance with the following policies is in the best interests of its clients.

 

A.

Specific Voting Policies

 

1.

Routine Items:

•

The Adviser will generally vote for the election of directors (where no corporate governance issues are implicated).

•

The Adviser will generally vote for the selection of independent auditors.

•

The Adviser will generally vote for increases in or reclassification of common stock.

•

The Adviser will generally vote for management recommendations adding or amending indemnification provisions in charter or by-laws.

•

The Adviser will generally vote for changes in the board of directors.

•

The Adviser will generally vote for outside director compensation.

•

The Adviser will generally vote for proposals that maintain or strengthen the shared interests of shareholders and management

•

The Adviser will generally vote for proposals that increase shareholder value

•

The Adviser will generally vote for proposals that will maintain or increase shareholder influence over the issuer's board of directors and management

•

The Adviser will generally vote for proposals that maintain or increase the rights of shareholders

 

2.

Non-Routine and Conflict of Interest Items:

•

The Adviser will generally vote for management proposals for merger or reorganization if the transaction appears to offer fair value.

•

The Adviser will generally vote against shareholder resolutions that consider only non-financial impacts of mergers

•

The Adviser will generally vote against anti-greenmail provisions.

 

B.

General Voting Policy

 

If the proxy includes a Routine Item that implicates corporate governance changes, a Non-Routine Item where no specific policy applies or a Conflict of Interest Item where no specific policy applies, then the Adviser may engage an independent third party to determine how the proxies should be voted.

In voting on each and every issue, the Adviser and its employees shall vote in a prudent and timely fashion and only after a careful evaluation of the issue(s) presented on the ballot.

 

In exercising its voting discretion, the Adviser and its employees shall avoid any direct or indirect conflict of interest raised by such voting decision. The Adviser will provide adequate disclosure to the client if any substantive aspect or foreseeable result of the subject matter to be voted upon raises an actual or potential conflict of interest to the Adviser or:

 

•

any affiliate of the Adviser. For purposes of these Proxy Voting Policies and Procedures, an affiliate means:

(i)

any person directly, or indirectly through one or more intermediaries, controlling, controlled by or under common control with the Adviser;

(ii)

any officer, director, principal, partner, employer, or direct or indirect beneficial owner of any 10% or greater equity or voting interest of the Adviser; or

(iii)

any other person for which a person described in clause (ii) acts in any such capacity;

 

•

any issuer of a security for which the Adviser (or any affiliate of the Adviser) acts as a sponsor, advisor, manager, custodian, distributor, underwriter, broker, or other similar capacity; or

 

•

any person with whom the Adviser (or any affiliate of the Adviser) has an existing, material contract or business relationship that was not entered into in the ordinary course of the Adviser's (or its affiliate's) business.

 

 

After informing the client of any potential conflict of interest, the Adviser will take other appropriate action as required under these Proxy Voting Policies and Procedures, as provided below.

 

The Adviser shall keep certain records required by applicable law in connection with its proxy voting activities for clients and shall provide proxy-voting information to clients upon their written or oral request.

 

3.

PROXY VOTING PROCEDURES

 

A.

The Account Representative or the Portfolio Manager the "Responsible Party") shall be designated by the Adviser to make discretionary investment decisions for the client's account will be responsible for voting the proxies related to that account. The Responsible Party should assume that he or she has the power to vote all proxies related to the client's account if any one of the three circumstances set forth in Section 1 above regarding proxy voting powers is applicable.

 

B.

All proxies and ballots received by WHR will be forwarded to the Responsible Party and then logged in upon receipt in the "Receipt of Proxy Voting Material" log.

 

C.

Prior to voting, the Responsible Party will verify whether his or her voting power is subject to any limitations or guidelines issued by the client (or in the case of an employee benefit plan, the plan's trustee or other fiduciaries).

 

D.

Prior to voting, the Responsible Party will verify whether an actual or potential conflict of interest with the Adviser or any Interested Person exists in connection with the subject proposal(s) to be voted upon. The determination regarding the presence or absence of any actual or potential conflict of interest shall be adequately documented by the Responsible Party (i.e., comparing the apparent parties affected by the proxy proposal being voted upon against the Adviser's internal list of Interested Persons and, for any matches found, describing the process taken to determine the anticipated magnitude and possible probability of any conflict of interest being present), which shall be reviewed and signed off on by the Responsible Party's direct supervisor (and if none, by the board of directors or a committee of the board of directors of the Adviser).

 

E.

If an actual or potential conflict is found to exist, written notification of the conflict (the "Conflict Notice") shall be given to the client or the client's designee (or in the case of an employee benefit plan, the plan's trustee or other fiduciary) in sufficient detail and with sufficient time to reasonably inform the client (or in the case of an employee benefit plan, the plan's trustee or other fiduciary) of the actual or potential conflict involved.

 

Specifically, the Conflict Notice should describe:

 

•

the proposal to be voted upon;

•

the actual or potential conflict of interest involved;

•

the Adviser's vote recommendation (with a summary of material factors supporting the recommended vote); and

•

if applicable, the relationship between the Adviser and any Interested Person.

The Conflict Notice will either request the client's consent to the Adviser's vote recommendation or may request the client to vote the proxy directly or through another designee of the client. The Conflict Notice and consent thereto may be sent or received, as the case may be, by mail, fax, electronic transmission or any other reliable form of communication that may be recalled, retrieved, produced, or printed in accordance with the recordkeeping policies and procedures of the Adviser. If the client (or in the case of an employee benefit plan, the plan's trustee or other fiduciary) is unreachable or has not affirmatively responded before the response deadline for the matter being voted upon, the Adviser may:

 

•

engage a non-Interested Party to independently review the Adviser's vote recommendation if the vote recommendation would fall in favor of the Adviser's interest (or the interest of an Interested Person) to confirm that the Adviser's vote recommendation is in the best interest of the client under the circumstances;

•

cast its vote as recommended if the vote recommendation would fall against the Adviser's interest (or the interest of an Interested Person) and such vote recommendation is in the best interest of the client under the circumstances; or

•

abstain from voting if such action is determined by the Adviser to be in the best interest of the client under the circumstances.

 

F.

The Responsible Party will promptly vote proxies received in a manner consistent with the Proxy Voting Policies and Procedures stated above and guidelines (if any) issued by client (or in the case of an employee benefit plan, the plan's trustee or other fiduciaries if such guidelines are consistent with ERISA).

 

G.

In accordance with SEC Rule 204-2(c)(2), as amended, the Responsible Party shall retain in the respective client's file, the following:

 

•

A copy of the proxy statement received (unless retained by a third party for the benefit of the Adviser or the proxy statement is available from the SEC's Electronic Data Gathering, Analysis, and Retrieval (EDGAR) system);

•

A record of the vote cast (unless this record is retained by a third party for the benefit of the Adviser and the third party is able to promptly provide the Adviser with a copy of the voting record upon its request);

•

A record memorializing the basis for the vote cast;

•

A copy of any document created by the Adviser or its employees that was material in making the decision on how to vote the subject proxy; and,

•

A copy of any Conflict Notice, conflict consent or any other written communication (including emails or other electronic communications) to or from the client (or in the case of an employee benefit plan, the plan's trustee or other fiduciaries) regarding the subject proxy vote cast by, or the vote recommendation of, the Adviser.

 

The above copies and records shall be retained in the client's file for a period not less than five (5) years (or in the case of an employee benefit plan, no less than six (6) years), which shall be maintained at the appropriate office of the Adviser.

 

H.

Periodically, but no less than annually, the Adviser will:

 

1.

Verify that all annual proxies for the securities held in the client's account have been received;

 

2.

Verify that each proxy received has been voted in a manner consistent with the Proxy Voting Policies and Procedures and the guidelines (if any) issued by the client (or in the case of an employee benefit plan, the plan's trustee or other fiduciaries);

 

3.

Review the files to verify that records of the voting of the proxies have been properly maintained;

 

4.

Prepare a written report for each client regarding compliance with the Proxy Voting Policies and Procedures; and

 

5.

Maintain an internal list of Interested Persons.

 

Proxies and Class Action Lawsuits

 

WHR will be required to take action and render advice with respect to voting of proxies solicited by or with respect to the issuers of securities in which assets of the Account may be invested from time to time. However, WHR will not take any action or render any advice with respect to any securities held in the Account, which are named in or subject to class action lawsuits. WHR may, only at the client's request, offer clients advice regarding corporate actions

 

 

 

Reaves Utility Income Fund N-CSR

Exhibit 99.13(a)(1)

 

Reaves Utility Income Fund

 

Code of Ethics for Principal Executive and Financial Officers

 

I.

Purpose of the Code

 

The Reaves Utility Income Fund (the “Fund”) code of ethics (this “Code”) is intended to serve as the code of ethics described in Section 406 of the Sarbanes-Oxley Act of 2002 and Item 2 of Form N-CSR. This Code shall be the sole code of ethics adopted by the Fund for purposes of Section 406 of the Sarbanes-Oxley Act and the rules and forms applicable to registered investment companies thereunder. Insofar as other policies or procedures of the Fund, the Fund’s adviser, principal underwriter, or other service providers govern or purport to govern the behavior or activities of the Covered Officers, as defined herein, who are subject to this Code, they are superseded by this Code to the extent that they overlap or conflict with the provisions of this Code. The Fund’s and its investment adviser’s, and principal underwriter’s codes of ethics pursuant to Rule 17j-1 under the Investment Company Act of 1940 (the “1940 Act”) are separate requirements applying to the Covered Officers and others, and are not part of this Code.

 

All Covered Officers must become familiar and fully comply with this Code. Because this Code cannot and does not cover every applicable law or provide answers to all questions that might arise, all Covered Officers are expected to use common sense about what is right and wrong, including a sense of when it is proper to seek guidance from others on the appropriate course of conduct.

 

The purpose of this Code is to set standards for the Covered Officers that are reasonably designed to deter wrongdoing and to promote:

 

●

honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;

 

●

full, fair, accurate, timely, and understandable disclosure in reports and documents that the Fund files with, or submits to, the Securities and Exchange Commission (the “SEC”) and in any other public communications by the Fund;

 

●

compliance with applicable governmental laws, rules and regulations;

 

●

the prompt internal reporting of violations of the Code to the appropriate persons as set forth in the Code; and

 

●

accountability for adherence to the Code.

 

II.

Covered Persons

 

This Code applies to the Fund’s Principal Executive Officers and Principal Financial Officers, or any persons performing similar functions on behalf of the Fund (the “Covered Officers”). Each Covered Person should adhere to a high standard of business ethics and should be sensitive to situations that may give rise to actual as well as apparent conflicts of interest. Covered Officers are expected to act in accordance with the standards set forth in this Code.

 

 

III.

Honest and Ethical Conduct

 

A.

Honesty, Diligence and Professional Responsibility

 

Covered Officers are expected to observe both the form and the spirit of the ethical principles contained in this Code. Covered Officers must perform their duties and responsibilities for the Fund:

 

●

with honesty, diligence, and a commitment to professional and ethical responsibility;

 

●

carefully, thoroughly and in a timely manner; and

 

●

in conformity with applicable professional and technical standards.

 

Covered Officers who are certified public accountants are expected to carry out their duties and responsibilities in a manner consistent with the principles governing the accounting profession, including any guidelines or principles issued by the Public Company Accounting Oversight Board or the American Institute of Certified Public Accountants from time to time.

 

B.

Objectivity/Avoidance of Undisclosed Conflicts of Interest

 

Covered Officers are expected to maintain objectivity and avoid undisclosed conflicts of interest. In the performance of their duties and responsibilities for the Fund, Covered Officers must not subordinate their judgment to personal gain and advantage, or be unduly influenced by their own interests or by the interests of others. Covered Officers must avoid participation in any activity or relationship that constitutes a conflict of interest unless that conflict has been completely disclosed to affected parties and waived by the Trustees on behalf of the Fund. Further, Covered Officers should avoid participation in any activity or relationship that could create the appearance of a conflict of interest.

 

A conflict of interest would generally arise if, for instance, a Covered Officer directly or indirectly participates in any investment, interest, association, activity or relationship that may impair or appear to impair the Covered Officer’s objectivity or interfere with the interests of, or the Covered Officer's service to, the Fund.

 

Any Covered Officer who may be involved in a situation or activity that might be a conflict of interest or give the appearance of a conflict of interest must report such situation or activity using the reporting procedures set forth in Section VI of this Code.

 

Each Covered Officer must not:

 

●

use his or her personal influence or personal relationships improperly to influence investment decisions or financial reporting by the Fund whereby the Covered Officer would benefit personally to the detriment of the Fund;

 

●

cause the Fund to take action, or fail to take actions, for the individual personal benefit of the Covered Officer rather than the benefit of the Fund; or

 

 

●

use material non-public knowledge of portfolio transactions made or contemplated for the Fund to trade personally or cause others to trade personally in contemplation of the market effect of such transactions.

 

Each Covered Officer is responsible for his or her compliance with this conflict of interest policy.

 

C.

Preparation of Financial Statements

 

Covered Officers must not knowingly make any misrepresentations regarding the Fund’s financial statements or any facts in the preparation of the Fund’s financial statements, and must comply with all applicable laws, standards, principles, guidelines, rules and regulations in the preparation of the Fund’s financial statements. This section is intended to prohibit:

 

●

making, or permitting or directing another to make, materially false or misleading entries in the Fund’s financial statements or records;

 

●

failing to correct the Fund’s financial statements or records that are materially false or misleading when he or she has the authority to record an entry; and

 

●

signing, or permitting or directing another to sign, a document containing materially false or misleading financial information.

 

Covered Officers must be scrupulous in their application of generally accepted accounting principles. No Covered Officer may (i) express an opinion or state affirmatively that the financial statements or other financial data of the Fund are presented in conformity with generally accepted accounting principles, or (ii) state that he or she is not aware of any material modifications that should be made to such statements or data in order for them to be in conformity with generally accepted accounting principles, if such statements or data contain any departure from generally accepted accounting principles then in effect in the United States.

 

Covered Officers must follow the laws, standards, principles, guidelines, rules and regulations established by all applicable governmental bodies, commissions or other regulatory agencies in the preparation of financial statements, records and related information. If a Covered Officer prepares financial statements, records or related information for purposes of reporting to such bodies, commissions or regulatory agencies, the Covered Officer must follow the requirements of such organizations in addition to generally accepted accounting principles.

 

If a Covered Officer and his or her supervisor have a disagreement or dispute relating to the preparation of financial statements or the recording of transactions, the Covered Officer should take the following steps to ensure that the situation does not constitute an impermissible subordination of judgment:

 

●

The Covered Officer should consider whether (i) the entry or the failure to record a transaction in the records, or (ii) the financial statement presentation or the nature or omission of disclosure in the financial statements, as proposed by the supervisor, represents the use of an acceptable alternative and does not materially misrepresent the facts or result in an omission of a material fact. If, after appropriate research or consultation, the Covered Officer concludes that the matter has authoritative support and/or does not result in a material misrepresentation, the Covered Officer need do nothing further.

 

 

●

If the Covered Officer concludes that the financial statements or records could be materially misstated as a result of the supervisor’s determination, the Covered Officer should follow the reporting procedures set forth in Section VI of this Code.

 

D.

Obligations to the Independent Auditor of the Fund

 

In dealing with the Fund’s independent auditor, Covered Officers must be candid and not knowingly misrepresent facts or knowingly fail to disclose material facts, and must respond to specific inquiries and requests by the Fund’s independent auditor.

 

Covered Officers must not take any action, or direct any person to take any action, to fraudulently influence, coerce, manipulate or mislead the Fund’s independent auditor in the performance of an audit of the Fund’s financial statements for the purpose of rendering such financial statements materially misleading.

 

IV.

Full, Fair, Accurate, Timely and Understandable Disclosure

 

It is the Fund’s policy to provide full, fair, accurate, timely, and understandable disclosure in reports and documents that the Fund files with, or submits to, the SEC and in any other public communications by the Fund. The Fund has designed and implemented Disclosure Controls and Procedures to carry out this policy.

 

Covered Officers are expected to familiarize themselves with the disclosure requirements generally applicable to the Fund, and to use their best efforts to promote, facilitate, and prepare full, fair, accurate, timely, and understandable disclosure in all reports and documents that the Fund files with, or submits to, the SEC and in any other public communications by the Fund.

 

Covered Officers must review the Fund’s Disclosure Controls and Procedures to ensure they are aware of and carry out their duties and responsibilities in accordance with the Disclosure Controls and Procedures and the disclosure obligations of the Fund. Covered Officers are responsible for monitoring the integrity and effectiveness of the Fund’s Disclosure Controls and Procedures.

 

V.

Compliance with Applicable Laws, Rules and Regulations

 

Covered Officers are expected to know, respect and comply with all laws, rules and regulations applicable to the conduct of the Fund’s business. If a Covered Officer is in doubt about the legality or propriety of an action, business practice or policy, the Covered Officer should seek advice from the Covered Officer’s supervisor or the Fund’s legal counsel.

 

In the performance of their work, Covered Officers must not knowingly be a party to any illegal activity or engage in acts that are discreditable to the Fund.

 

 

Covered Officers are expected to promote the Fund’s compliance with applicable laws, rules and regulations. To promote such compliance, Covered Officers may establish and maintain mechanisms to educate employees carrying out the finance and compliance functions of the Fund about any applicable laws, rules or regulations that affect the operation of the finance and compliance functions and the Fund generally.

 

VI.

Reporting and Accountability

 

All Covered Officers will be held accountable for adherence to this Code. Each Covered Officer must, upon the Fund’s adoption of this Code (or thereafter as applicable, upon becoming a Covered Officer), affirm in writing to the Board that he/she has received, read, and understands this Code by signing the Acknowledgement Form attached hereto as Appendix A. Thereafter, each Covered Officer, on an annual basis, must affirm to the Board that he/she has complied with the requirements of this Code.

 

Covered Officers may not retaliate against any other Covered Officer of the Fund or their affiliated persons for reports of potential violations that are made in good faith.

 

The Fund will follow these procedures in investigating and enforcing this Code:

 

A.

Any Covered Officer who knows of any violation of this Code or who questions whether a situation, activity or practice is acceptable must immediately report such practice to the Fund’s Audit Committee. The Audit Committee shall take appropriate action to investigate any reported potential violations. If, after such investigation, the Audit Committee believes that no violation has occurred, the Audit Committee is not required to take any further action. Any matter that the Audit Committee believes is a violation will be reported to the Chairman of the Board of Trustees. The Audit Committee shall respond to the Covered Officer within a reasonable period of time.

 

B.

If the Covered Officer is not satisfied with the response of the Audit Committee, the Covered Officer shall report the matter to the Chairman of the Board of Trustees. If the Chairman is unavailable, the Covered Officer may report the matter to any other member of the Board of Trustees. The person receiving the report shall consider the matter, refer it to the full Board of Trustees if he or she deems appropriate, and respond to the Covered Officer within a reasonable amount of time. If the Board of Trustees concurs that a violation has occurred, it will consider appropriate action, which may include review of and appropriate modifications to applicable policies and procedures or notification to appropriate personnel of the investment adviser or its board.

 

C.

If the Board of Trustees determines that a Covered Officer violated this Code, failed to report a known or suspected violation of this Code, or provided intentionally false or malicious information in connection with an alleged violation of this Code, the Board of Trustees may take disciplinary action against any such Covered Officer to the extent the Board of Trustees deems appropriate. No Covered Officer will be disciplined for reporting a concern in good faith.

 

 

To the extent possible and as allowed by law, reports will be treated as confidential. The Fund may report violations of the law to the appropriate authorities.

 

VII.

Disclosure of this Code

 

This Code shall be disclosed to the public by at least one of the following methods in the manner prescribed by the SEC, unless otherwise required by law:

 

●

Filing a copy of this Code as an exhibit to the Fund’s annual report on Form N-CSR;

 

●

Posting the text of this Code on the Fund’s Internet website and disclosing, in its most recent report on Form N-CSR, its Internet address and the fact that it has posted this Code on its Internet website; or

 

●

Providing an undertaking in the Fund’s most recent report on Form N-CSR to provide a copy of this Code to any person without charge upon request, and explaining the manner in which such a request may be made.

 

VIII.

Waivers

 

Any waiver of this Code, including an implicit waiver, granted to a Covered Officer may be made only by the Board of Trustees or a committee of the Board to which such responsibility has been delegated, and must be disclosed by the Fund in the manner prescribed by law and as set forth above in Section VII (Disclosure of this Code).

 

IX.

Amendments

 

This Code may be amended by the affirmative vote of a majority of the Board of Trustees, including a majority of the independent Trustees. Any amendment of this Code must be disclosed by the Fund in the manner prescribed by law and as set forth above in Section VII (Disclosure of this Code), unless such amendment is deemed to be technical, administrative, or otherwise non-substantive. Any amendments to this Code will be provided to the Covered Officers.

 

X.

Confidentiality

 

All reports and records prepared or maintained pursuant to this Code will be considered confidential and shall be maintained and protected accordingly. Except as otherwise required by law or this Code, such matters shall not be disclosed to anyone other than the Board of Trustees of the Fund, the Audit Committee, the legal counsel to the Fund, legal counsel to the independent trustees and such other persons as a majority of the Board of Trustees, including a majority of the independent Trustees, shall determine to be appropriate.

 

 

Appendix A

 

 

REAVES UTILITY INCOME FUND

 

 

PRINCIPAL EXECUTIVE AND PRINCIPAL FINANCIAL OFFICER ANNUAL CERTIFICATE

 

 

Pursuant to the requirements of the Code of Ethics of the Reaves Utility Income Fund, the undersigned hereby certifies as follows:

 

 

1.

I have read the Fund's Code of Ethics for Principal Executive and Principal Financial Officers.

 

2.

I understand the Code of Ethics for Principal Executive and Principal Financial Officers and acknowledge that I am subject to it.

3.

4.

I affirm that I have complied with the requirements of this Code.

 

 

 

Date		Print Name
		Signature

 

 

 

Reaves Utility Income Fund N-CSR

Exhibit 99.CERT

 

I, Joseph Rhame III, President (Principal Executive Officer) of the Reaves Utility Income Fund (the “registrant”), certify that:

 

1.

I have reviewed this report on Form N-CSR of the registrant;

 

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report;

 

4.

The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have:

 

a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

c)

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and

 

d)

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5.

The registrant’s other certifying officer(s) and I have disclosed to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information; and

 

b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

	Date:	January 5, 2024	By:	/s/ Joseph Rhame, III
				Joseph Rhame, III
				President (Principal Executive Officer)

 

 

I, Jill Kerschen, Treasuer (Principal Financial Officer) of the Reaves Utility Income Fund (the “registrant”), certify that:

 

1.

I have reviewed this report on Form N-CSR of the registrant;

 

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report;

 

4.

The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have:

 

a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

c)

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and

 

d)

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5.

The registrant’s other certifying officer(s) and I have disclosed to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information; and

 

b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

	Date:	January 5, 2024	By:	/s/ Jill Kerschen
				Jill Kerschen
				Treasurer (Principal Financial Officer)

 

 

Reaves Utility Income Fund N-CSR

Exhibit 99.906CERT

 

Certifications Under Section 906

of the Sarbanes-Oxley Act of 2002

 

Joseph Rhame, III, President and Principal Executive Officer, and Jill Kerschen, Treasurer and Principal Financial Officer of the Reaves Utility Income Fund (the “registrant”), each certify to the best of their knowledge that:

 

1.

The registrant’s periodic report on Form N-CSR for the period ended October 31, 2023 (the “Form N-CSR”) fully complies with the requirements of sections 13(a) or 15(d) of the Securities and Exchange Act of 1934, as amended; and

 

2.

The information contained in the Form N-CSR fairly presents, in all material respects, the financial condition and results of operations of the registrant.

 

By:	/s/ Joseph Rhame III
	Joseph Rhame III
	President (Principal Executive Officer)
Date:	January 5, 2024
By:	/s/ Jill Kerschen
	Jill Kerschen
	Treasurer (Principal Financial Officer)
Date:	January 5, 2024

  

The foregoing certification is being furnished pursuant to 18 U.S.C. Section 1350. It is not being filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and it is not being incorporated by reference into any filing of the Company, regardless of any general incorporation language in such filing.

 

Reaves Utility Income Fund N-CSR

Exhibit 99.(13)(c)

 

 

REAVES UTILITY INCOME FUND SECTION 19(a) NOTICE

 

Statement Pursuant to Section 19(a) of the Investment Company Act of 1940

 

On May 31, 2023, the Reaves Utility Income Fund (NYSE American: UTG) (the “Fund”), a closed-end sector fund, paid a monthly distribution on its common stock of $0.19 per share to shareholders of record at the close of business on May 18, 2023.

 

The following table sets forth the estimated amount of the sources of distribution for purposes of Section 19 of the Investment Company Act of 1940, as amended, and the related rules adopted thereunder. In accordance with generally accepted accounting principles (“GAAP”), the Fund estimates the following percentages, of the total distribution amount per share, attributable to (i) current and prior fiscal year net investment income, (ii) net realized short-term capital gain, (iii) net realized long-term capital gain and (iv) return of capital or other capital source as a percentage of the total distribution amount. These percentages are disclosed for the current distribution as well as the fiscal year-to-date cumulative distribution amount per share for the Fund.

 

Current Distribution from:	Per Share ($)	%
Net Investment Income	0.05983	31.49%
Net Realized Short-Term Capital Gain	0.00089	0.47%
Net Realized Long-Term Capital Gain	0.12928	68.04%
Return of Capital or other Capital Source	0.00000	0.00%
Total (per common share)	0.19000	100.00%
Fiscal Year-to-Date Cumulative
Distributions from:	Per Share ($)	%
Net Investment Income	0.39200	29.47%
Net Realized Short-Term Capital Gain	0.03231	2.43%
Net Realized Long-Term Capital Gain	0.90569	68.10%
Return of Capital or other Capital Source	0.00000	0.00%
Total (per common share)	1.33000	100.00%

 

The timing and character of distributions for federal income tax purposes are determined in accordance with income tax regulations which may differ from GAAP. As such, all or a portion of this distribution may be reportable as taxable income on your 2023 federal income tax return. The final tax character of any distribution declared in 2023 will be determined in January 2024 and reported to you on IRS Form 1099-DIV.

 

The amounts and sources of distributions reported in this 19(a) Notice are only estimates and not for tax reporting purposes. The actual amounts and sources of the amounts for tax reporting purposes will depend upon the Fund’s investment experience during the remainder of its fiscal year and may be subject to changes based on tax regulations. The Fund will send you a Form 1099-DIV for the calendar year that will tell you how to report these distributions for federal income tax purposes.

 

 

Presented below are return figures, based on the change in the Fund’s Net Asset Value per share (“NAV”), compared to the annualized distribution rate for this current distribution as a percentage of the NAV on the last day of the month prior to distribution record date.

 

Fund Performance & Distribution Information

 

Fiscal Year to Date (11/01/2022 through 4/30/2023)
Annualized Distribution Rate as a Percentage of NAV^	7.89%
Cumulative Distribution Rate on NAV^	4.61%
Cumulative Total Return on NAV*	8.40%
Average Annual Total Return on NAV for the 5 Year Period Ended 4/30/2023**	5.66%

 

^ Based on the Fund’s NAV as of April 30, 2023.

 

*Cumulative fiscal year-to-date return is based on the change in NAV including distributions paid and assuming reinvestment of these distributions for the period November 1, 2022 through April 30, 2023.

 

**The 5 year average annual total return is based on change in NAV including distributions paid and assuming reinvestment of these distributions and is through the last business day of the month prior to the month of the current distribution record date.

 

While the NAV performance may be indicative of the Fund’s investment performance, it does not measure the value of a shareholder’s investment in the Fund. The value of a shareholder’s investment in the Fund is determined by the Fund’s market price, which is based on the supply and demand for the Fund’s shares in the open market. Past performance does not guarantee future results. Shareholders should not draw any conclusions about the Fund’s investment performance from the amount of this distribution or from the terms of the Fund’s Managed Distribution Plan.

 

Furthermore, the Board of Trustees reviews the amount of any potential distribution and the income, capital gain or capital available. The Board of Trustees will continue to monitor the Fund’s distribution level, taking into consideration the Fund’s net asset value and the financial market environment. The Fund’s distribution policy is subject to modification by the Board of Trustees at any time. The distribution rate should not be considered the dividend yield or total return on an investment in the Fund.

 

Paralel Distributors LLC, FINRA Member Firm.

 

Contact info:

 

Website: https://www.utilityincomefund.com

 

Email: info@utilityincomefund.com

 

 

REAVES UTILITY INCOME FUND SECTION 19(a) NOTICE

 

Statement Pursuant to Section 19(a) of the Investment Company Act of 1940

 

On June 30, 2023, the Reaves Utility Income Fund (NYSE American: UTG) (the “Fund”), a closed-end sector fund, paid a monthly distribution on its common stock of $0.19 per share to shareholders of record at the close of business on June 16, 2023.

 

The following table sets forth the estimated amount of the sources of distribution for purposes of Section 19 of the Investment Company Act of 1940, as amended, and the related rules adopted thereunder. In accordance with generally accepted accounting principles (“GAAP”), the Fund estimates the following percentages, of the total distribution amount per share, attributable to (i) current and prior fiscal year net investment income, (ii) net realized short-term capital gain, (iii) net realized long-term capital gain and (iv) return of capital or other capital source as a percentage of the total distribution amount. These percentages are disclosed for the current distribution as well as the fiscal year-to-date cumulative distribution amount per share for the Fund.

 

Current Distribution from:	Per Share ($)	%
Net Investment Income	0.07944	41.81%
Net Realized Short-Term Capital Gain	0.00000	0.00%
Net Realized Long-Term Capital Gain	0.11056	58.19%
Return of Capital or other Capital Source	0.00000	0.00%
Total (per common share)	0.19000	100.00%
Fiscal Year-to-Date Cumulative
Distributions from:	Per Share ($)	%
Net Investment Income	0.47144	31.01%
Net Realized Short-Term Capital Gain	0.03231	2.13%
Net Realized Long-Term Capital Gain	1.01625	66.86%
Return of Capital or other Capital Source	0.00000	0.00%
Total (per common share)	1.52000	100.00%

 

The timing and character of distributions for federal income tax purposes are determined in accordance with income tax regulations which may differ from GAAP. As such, all or a portion of this distribution may be reportable as taxable income on your 2023 federal income tax return. The final tax character of any distribution declared in 2023 will be determined in January 2024 and reported to you on IRS Form 1099-DIV.

 

The amounts and sources of distributions reported in this 19(a) Notice are only estimates and not for tax reporting purposes. The actual amounts and sources of the amounts for tax reporting purposes will depend upon the Fund’s investment experience during the remainder of its fiscal year and may be subject to changes based on tax regulations. The Fund will send you a Form 1099-DIV for the calendar year that will tell you how to report these distributions for federal income tax purposes.

 

 

Presented below are return figures, based on the change in the Fund’s Net Asset Value per share (“NAV”), compared to the annualized distribution rate for this current distribution as a percentage of the NAV on the last day of the month prior to distribution record date.

 

Fund Performance & Distribution Information

 

Fiscal Year to Date (11/01/2022 through 5/31/2023)
Annualized Distribution Rate as a Percentage of NAV^	8.57%
Cumulative Distribution Rate on NAV^	5.72%
Cumulative Total Return on NAV*	0.52%
Average Annual Total Return on NAV for the 5 Year Period Ended 5/31/2023**	4.14%

 

^ Based on the Fund’s NAV as of May 31, 2023.

 

*Cumulative fiscal year-to-date return is based on the change in NAV including distributions paid and assuming reinvestment of these distributions for the period November 1, 2022 through May 31, 2023.

 

**The 5 year average annual total return is based on change in NAV including distributions paid and assuming reinvestment of these distributions and is through the last business day of the month prior to the month of the current distribution record date.

 

While the NAV performance may be indicative of the Fund’s investment performance, it does not measure the value of a shareholder’s investment in the Fund. The value of a shareholder’s investment in the Fund is determined by the Fund’s market price, which is based on the supply and demand for the Fund’s shares in the open market. Past performance does not guarantee future results. Shareholders should not draw any conclusions about the Fund’s investment performance from the amount of this distribution or from the terms of the Fund’s Managed Distribution Plan.

 

Furthermore, the Board of Trustees reviews the amount of any potential distribution and the income, capital gain or capital available. The Board of Trustees will continue to monitor the Fund’s distribution level, taking into consideration the Fund’s net asset value and the financial market environment. The Fund’s distribution policy is subject to modification by the Board of Trustees at any time. The distribution rate should not be considered the dividend yield or total return on an investment in the Fund.

 

Paralel Distributors LLC, FINRA Member Firm.

 

Contact info:

 

Website: https://www.utilityincomefund.com

 

Email: info@utilityincomefund.com

 

 

REAVES UTILITY INCOME FUND SECTION 19(a) NOTICE

 

Statement Pursuant to Section 19(a) of the Investment Company Act of 1940

 

Denver, CO/ACCESSWIRE/July 31, 2023/ On July 31, 2023, the Reaves Utility Income Fund (NYSE American: UTG) (the “Fund”), a closed-end sector fund, paid a monthly distribution on its common stock of $0.19 per share to shareholders of record at the close of business on July 21, 2023.

 

The following table sets forth the estimated amount of the sources of distribution for purposes of Section 19 of the Investment Company Act of 1940, as amended, and the related rules adopted thereunder. In accordance with generally accepted accounting principles (“GAAP”), the Fund estimates the following percentages, of the total distribution amount per share, attributable to (i) current and prior fiscal year net investment income, (ii) net realized short-term capital gain, (iii) net realized long-term capital gain and (iv) return of capital or other capital source as a percentage of the total distribution amount. These percentages are disclosed for the current distribution as well as the fiscal year-to-date cumulative distribution amount per share for the Fund.

 

Current Distribution from:	Per Share ($)	%
Net Investment Income	0.00000	0.00%
Net Realized Short-Term Capital Gain	0.00000	0.00%
Net Realized Long-Term Capital Gain	0.19000	100.00%
Return of Capital or other Capital Source	0.00000	0.00%
Total (per common share)	0.19000	100.00%
Fiscal Year-to-Date Cumulative
Distributions from:	Per Share ($)	%
Net Investment Income	0.47144	27.57%
Net Realized Short-Term Capital Gain	0.03231	1.89%
Net Realized Long-Term Capital Gain	1.20625	70.54%
Return of Capital or other Capital Source	0.00000	0.00%
Total (per common share)	1.71000	100.00%

 

The timing and character of distributions for federal income tax purposes are determined in accordance with income tax regulations which may differ from GAAP. As such, all or a portion of this distribution may be reportable as taxable income on your 2023 federal income tax return. The final tax character of any distribution declared in 2023 will be determined in January 2024 and reported to you on IRS Form 1099-DIV.

 

The amounts and sources of distributions reported in this 19(a) Notice are only estimates and not for tax reporting purposes. The actual amounts and sources of the amounts for tax reporting purposes will depend upon the Fund’s investment experience during the remainder of its fiscal year and may be subject to changes based on tax regulations. The Fund will send you a Form 1099-DIV for the calendar year that will tell you how to report these distributions for federal income tax purposes.

 

 

Presented below are return figures, based on the change in the Fund’s Net Asset Value per share (“NAV”), compared to the annualized distribution rate for this current distribution as a percentage of the NAV on the last day of the month prior to distribution record date.

 

Fund Performance & Distribution Information

 

Fiscal Year to Date (11/01/2022 through 6/30/2023)
Annualized Distribution Rate as a Percentage of NAV^	8.32%
Cumulative Distribution Rate on NAV^	6.24%
Cumulative Total Return on NAV*	4.26%
Average Annual Total Return on NAV for the 5 Year Period Ended 6/30/2023**	4.16%

 

^ Based on the Fund’s NAV as of June 30, 2023.

 

*Cumulative fiscal year-to-date return is based on the change in NAV including distributions paid and assuming reinvestment of these distributions for the period November 1, 2022 through June 30, 2023.

 

**The 5 year average annual total return is based on change in NAV including distributions paid and assuming reinvestment of these distributions and is through the last business day of the month prior to the month of the current distribution record date.

 

While the NAV performance may be indicative of the Fund’s investment performance, it does not measure the value of a shareholder’s investment in the Fund. The value of a shareholder’s investment in the Fund is determined by the Fund’s market price, which is based on the supply and demand for the Fund’s shares in the open market. Past performance does not guarantee future results. Shareholders should not draw any conclusions about the Fund’s investment performance from the amount of this distribution or from the terms of the Fund’s Managed Distribution Plan.

 

Furthermore, the Board of Trustees reviews the amount of any potential distribution and the income, capital gain or capital available. The Board of Trustees will continue to monitor the Fund’s distribution level, taking into consideration the Fund’s net asset value and the financial market environment. The Fund’s distribution policy is subject to modification by the Board of Trustees at any time. The distribution rate should not be considered the dividend yield or total return on an investment in the Fund.

 

Paralel Distributors LLC, FINRA Member Firm.

 

Contact info:

 

Website: https://www.utilityincomefund.com

 

Email: info@utilityincomefund.com

 

 

REAVES UTILITY INCOME FUND SECTION 19(a) NOTICE

 

Statement Pursuant to Section 19(a) of the Investment Company Act of 1940 

 

Denver, CO/ACCESSWIRE/August 31, 2023/ On August 31, 2023, the Reaves Utility Income Fund (NYSE American: UTG) (the “Fund”), a closed-end sector fund, paid a monthly distribution on its common stock of $0.19 per share to shareholders of record at the close of business on August 18, 2023.

 

The following table sets forth the estimated amount of the sources of distribution for purposes of Section 19 of the Investment Company Act of 1940, as amended, and the related rules adopted thereunder. In accordance with generally accepted accounting principles (“GAAP”), the Fund estimates the following percentages, of the total distribution amount per share, attributable to (i) current and prior fiscal year net investment income, (ii) net realized short-term capital gain, (iii) net realized long-term capital gain and (iv) return of capital or other capital source as a percentage of the total distribution amount. These percentages are disclosed for the current distribution as well as the fiscal year-to-date cumulative distribution amount per share for the Fund.

 

Current Distribution from:
	Per Share ($)	%
Net Investment Income	0.03207	16.88%
Net Realized Short-Term Capital Gain	0.00000	0.00%
Net Realized Long-Term Capital Gain	0.15793	83.12%
Return of Capital or other Capital Source	0.00000	0.00%
Total (per common share)	0.19000	100.00%