0001047469-04-014796 Sample Contracts

CUSTODY AGREEMENT
Custody Agreement • April 30th, 2004 • Reaves Utility Income Fund • New York

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

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STOCK TRANSFER AGENCY AGREEMENT
Transfer Agency Agreement • April 30th, 2004 • Reaves Utility Income Fund • New York

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

ADMINISTRATION, BOOKKEEPING AND PRICING SERVICES AGREEMENT
Pricing Services Agreement • April 30th, 2004 • Reaves Utility Income Fund • Colorado

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

INVESTMENT ADVISORY AND MANAGEMENT AGREEMENT
And Management Agreement • April 30th, 2004 • Reaves Utility Income Fund • Delaware

THIS AGREEMENT is made and entered into as of February 24, 2004, by and between REAVES UTILITY INCOME FUND (the "Fund"), a Delaware statutory trust registered as a closed-end investment company under the Investment Company Act of 1940, as amended (the "Investment Company Act"), and W. H. REAVES & CO., INC. (the "Adviser"), a Delaware corporation registered as an investment adviser under the Investment Advisers Act of 1940, as amended (the "Advisers Act").

SUBSCRIPTION AGREEMENT
Reaves Utility Income Fund • April 30th, 2004

WHEREAS, there has been organized under the laws of the State of Delaware, a statutory trust known as the Reaves Utility Income Fund (the "Fund").

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