UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No.
)
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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[X]
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Pursuant to Sec. 240.14a-12
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REAVES UTILITY INCOME FUND
(Name of Registrant as Specified In Its Charter)
ALPS Fund Services, Inc.
Attn: J. Tison Cory
1290 Broadway, Suite 1100
Denver, CO 80203
720-917-0693
Payment of Filing
Fee (Check the appropriate box):
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[X]
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No fee required
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11
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Title of each class of securities to which transaction applies:
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Aggregate number of securities to which transaction applies:
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated
and state how it was determined):
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Proposed maximum aggregate value of transaction:
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Fee paid previously with preliminary materials.
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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1)
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Amount Previously Paid:
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Form, Schedule or Registration Statement No.:
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Filing Party:
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Date Filed:
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REAVES UTILITY INCOME FUND
1290 Broadway, Suite 1100
Denver, CO 80203
(800) 644-5571
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON APRIL 30, 2012
To the Shareholders of Reaves Utility Income
Fund:
Notice is hereby given that the Annual Meeting of Shareholders (the Meeting) of the Reaves Utility Income
Fund (the Trust) will be held at the offices of the Trust, 1290 Broadway, Suite 1100, Denver, Colorado 80203, on April 30, 2012 at 10:00 a.m. (Mountain time), for the following purposes:
1. Shareholders of the Trust are being asked to elect two (2) Trustees of the Trust, to be elected by the holders of
the Trusts Shares (Shares) (PROPOSAL 1); and
2. To consider and vote upon such other
matters, including adjournments, as may properly come before the Meeting or any adjournments thereof.
These items are discussed in greater detail in the attached Proxy Statement.
The close of business on March 2, 2012 has been fixed as the record date for the determination of shareholders entitled to notice of and to vote at the Meeting and any adjournments thereof.
YOUR VOTE IS IMPORTANT REGARDLESS OF THE SIZE OF YOUR HOLDINGS IN THE TRUST. WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING,
WE ASK THAT YOU PLEASE COMPLETE AND SIGN THE ENCLOSED PROXY CARD AND RETURN IT PROMPTLY IN THE ENCLOSED ENVELOPE, WHICH NEEDS NO POSTAGE IF MAILED IN THE UNITED STATES.
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By Order of the Board of Trustees
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Jeremy O. May
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President and
Chairman of the Board
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March 14, 2012
REAVES UTILITY INCOME FUND
ANNUAL MEETING OF SHAREHOLDERS
APRIL 30, 2012
PROXY STATEMENT
This Proxy Statement is furnished in connection with the solicitation of proxies by the Board of Trustees of the Reaves
Utility Income Fund (the Trust) for use at the Annual Meeting of Shareholders of the Trust to be held on April 30, 2012 at 10:00 a.m. (Mountain time) at the offices of the Trust, 1290 Broadway, Suite 1100, Denver, Colorado 80203,
and at any adjournments thereof (the Meeting).
Internet Availability of Proxy Materials
The Trust is furnishing proxy materials to its shareholders on the Internet, rather than mailing paper copies to each
shareholder. The Notice of Internet Availability of Proxy Materials (Notice) tells you how to access and review the proxy materials and vote your shares via the Internet. If you would like to receive a paper copy of the Trusts
proxy materials free of charge, please follow the instructions in the Notice. The Notice of Annual Meeting of Shareholders or the Proxy Statement with the accompanying proxy card were mailed to shareholders on or about March 14, 2012.
Other Methods of Proxy Solicitation
In addition to the solicitation of proxies by Internet or mail, officers of the Trust and officers and regular employees of The Bank of New York Mellon (BNY) (the Trusts transfer agent),
ALPS Fund Services, Inc. (ALPS) (the Trusts administrator), and affiliates of BNY, ALPS or other representatives of the Trust also may solicit proxies by telephone or in person. The expenses incurred in connection with preparing
the Proxy Statement and its enclosures will be paid by ALPS. ALPS will also reimburse brokerage firms and others for their expenses in forwarding solicitation materials to the beneficial owners of Trust shares. In addition, the Trust has engaged
Broadridge Financial Solutions, Inc. (Broadridge) to assist in the proxy effort for the Trust. Under the terms of the engagement, Broadridge will be providing a web site for the dissemination of these proxy materials and tabulation
services.
THE TRUSTS MOST RECENT ANNUAL REPORT, INCLUDING AUDITED FINANCIAL STATEMENTS FOR THE FISCAL
YEAR ENDED OCTOBER 31, 2011, IS AVAILABLE UPON REQUEST, WITHOUT CHARGE, BY WRITING TO THE TRUST AT 1290 BROADWAY, SUITE 1100, DENVER, COLORADO 80203 OR BY CALLING THE TRUST AT 800-644-5571 OR VIA THE INTERNET AT WWW.UTILITYINCOMEFUND.COM.
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If the enclosed proxy card is properly executed and returned in time to be
voted at the Meeting, the Shares (as defined below) represented thereby will be voted FOR the proposal listed in the accompanying Notice of Annual Meeting of Shareholders, unless instructions to the contrary are marked thereon, and in
the discretion of the proxy holders as to the transaction of any other business that may properly come before the Meeting. Any shareholder who has given a proxy has the right to revoke it at any time prior to its exercise either by attending the
Meeting and voting his or her Shares in person or by submitting a letter of revocation or a later-dated proxy to the Trust at the above address prior to the date of the Meeting.
If a quorum is not present at the Meeting, or if a quorum is present at the Meeting but sufficient votes to approve any
of the proposed items are not received, the persons named as proxies may propose one or more adjournments of such Meeting to permit further solicitation of proxies. A shareholder vote may be taken on one or more of the proposals in this Proxy
Statement prior to such adjournment if sufficient votes have been received for approval and it is otherwise appropriate. Any such adjournment will require the affirmative vote of a majority of those Shares present at the Meeting in person or by
proxy. If a quorum is present, the persons named as proxies will vote those proxies which they are entitled to vote FOR any proposal in favor of such adjournment and will vote those proxies required to be voted AGAINST any
proposal against such adjournment.
The close of business on March 2, 2012 has been fixed as the
Record Date for the determination of shareholders entitled to notice of and to vote at the Meeting and all adjournments thereof.
The Trust has one class of capital stock which is referred to as the Shares (the Shares). The holders of Shares are each entitled to one vote for each full Share and an appropriate fraction of
a vote for each fractional Share held. As of the Record Date, there were 23,078,058 outstanding Shares.
The
following table shows the ownership of Shares by each of the Trustees, the Trustees and Officers of the Trust as a group and the persons or organizations known to the Trust to be beneficial owners of more than 5% of the Trusts outstanding
Shares.
Trustees
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Name & Address
1
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Percentage of
Shares
Held
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Total Shares
Owned
2
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Non-Interested Trustees
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Mary K. Anstine
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Less than 1%
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1,000
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Jeremy W. Deems
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None
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None
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Michael F. Holland
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Less than 1%
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1,000
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Larry W. Papasan
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Less than 1%
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2,200
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Interested Trustees
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Jeremy O. May
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Less than 1%
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550
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All Trustees and Executive Officers as a group
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Less than 1%
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4,750
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2
5% or Greater Shareholders
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Name & Address
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Percentage of
Shares Held
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Total Shares
Owned
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Merrill Lynch
101 Hudson Street, 9
th
Floor
Jersey City, NJ 07302
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23.72%
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5,400,777
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First Clearing LLC
2801 Market Street
9F Mail Code MO3540
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11.93%
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2,716,495
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St. Louis, MO 63103
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Charles Schwab & Co., Inc.
Attn: Proxy
P.O.
Box 64930
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9.40%
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2,139,508
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Phoenix, AZ 85082-4930
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National Financial Services LLC
Attn: Lew Trezza
P.O. Box 673004
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8.72%
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1,986,172
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Dallas, TX 75267-3004
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(1) The mailing address for each Trustee is 1290 Broadway, Suite 1100, Denver, Colorado 80203.
(2) The following table shows the Trustees and Executive Officers ownership of Shares as of
December 31, 2011.
(3) The following table shows 5% or greater shareholders ownership of Shares as of March
2, 2012.
In order that your Shares may be represented at the Meeting, you are requested to vote on the
following matters:
PROPOSAL 1: TO ELECT TWO (2) TRUSTEES OF THE TRUST
NOMINEES FOR THE BOARD OF TRUSTEES
The Board of Trustees is divided into three classes, each class having a term of three years. Each year the term of office of one class of Trustees expires. Larry W. Papasans and Everett L.
Morriss terms will expire at the upcoming annual shareholder meeting. Mr. Papasan has been nominated by the Board of Trustees for a three-year term to expire at the Trusts 2015 Annual Meeting of Shareholders or until his successors
are duly elected and qualified.
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Mr. Morris has elected to not seek re-election. Therefore, his current
term expires effective immediately upon his replacements election at the Trusts 2012 Annual Meeting of Shareholders.
At the March 5, 2012 Board Meeting, the Board of Trustees approved the nomination of E. Wayne Nordberg to stand for election as Trustee for a three year term, to expire at the Trusts 2015
Annual Meeting of Shareholders, or until his successor is duly elected or qualified.
Unless authority is
withheld, it is the intention of the persons named in the proxy to vote the proxy FOR the election of the nominees named above. Each nominee has indicated that he has consented to serve as a Trustee if elected at the Meeting. If a
designated nominee declines or otherwise becomes unavailable for election, however, the proxy confers discretionary power on the persons named therein to vote in favor of a substitute nominee or nominees.
Information About Each Nominees Professional Experience And Qualifications
Provided below is a brief summary of the specific experience, qualifications, attributes or skills for each Nominee that warranted their
consideration as a Trustee candidate to the Board of Trustees of the Trust which is structured as an individual investment company under the Investment Company Act of 1940, as amended (1940 Act).
Larry W. Papasan
Mr. Papasan is currently a Trustee or Director of BioMimetics Therapeutics, Inc., Mimedx, Inc.
AxioMed Spine, Bio Medical Tissues Technologies, and Cagenix, Inc., each a medical services company. Mr. Papasan is also currently a Trustee or Director of SSR Engineering and Triumph Bankshares, Inc. Mr. Papasan was a former Trustee of
First Funds mutual fund complex from 1992 to 2005, Chairman and President of Smith & Nephew, Inc. from 1991 to 2002 and President of Memphis Light Gas and Water Division during his 28 year tenure. Mr. Papasan has further enhanced his
experience and skills, in conjunction with the other Trustees, through the Boards ongoing oversight of the Trust officers in dealing with a diverse range of topics, to include but not limited to, portfolio management, legal and regulatory
matters, compliance oversight, preparation of financial statements and oversight of the Trusts multiple service providers. Mr. Papasan has served as Trustee for the Trust since its inception. Mr. Papasan has also served as a member
of the Audit Committee and the Nominating and Corporate Governance Committee for the Trust since their inception. The Board of Trustees, in its consideration of Mr. Papasans nearly 40 years of professional experience in a variety of
senior management positions in a diverse group of industries at numerous stages of the corporate lifecycle, believes Mr. Papasans experiences complements the professional composition of the current Board Members and warrants his continued
selection as a nominee to be a Trustee.
E. Wayne Nordberg
Mr. Nordberg is currently the Chairman
and Chief Investment Officer of Hollow Brook Associates, LLC, a private investment management firm serving family offices, foundations, charities and pensions. He has over 50 years of
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experience in investment research and portfolio management. Mr. Nordberg also currently serves as a Director of Annaly Capital Management, Inc., the largest mortgage real estate investment
trust listed on the New York Stock Exchange. In addition, he is also currently serving on the Board of Directors of PetroQuest Energy, Inc., an oil and gas exploration company. From 2003 to 2007, Mr. Nordberg was a Senior Director at
Ingalls & Snyder LLC, a privately owned registered investment advisor. He also formerly served on the Board of Directors of Lord, Abbett & Co., a mutual fund family, from 1988 to 1998. Mr. Nordberg was recommended for consideration
as a nominee by an employee of W.H. Reaves & Co., Inc., the Trusts investment adviser. The Board of Trustees, in its judgment of Mr. Nordbergs extensive experience in senior management positions with a variety of portfolio
management firms and as a board director for a variety of companies, believes that Mr. Nordberg contributes a tenured perspective to the Board that warrants his selection as a nominee for election as a Trustee of the Trust.
Information About Each Trustees Professional Experience And Qualifications
Provided below is a brief summary of the specific experience, qualifications, attributes or skills for each Trustee that warranted their
consideration as a Trustee to the Board of Trustees of the Trust which is structured as an individual investment company under the Investment Company Act of 1940, as amended (1940 Act).
Mary K. Anstine
Ms. Anstine was President and Chief Executive Officer of HealthOne Alliance in Denver Colorado
from 1995 to 2004. Ms. Anstine has also served in various executive positions with several philanthropic organizations such as the AV Hunter Trust, Colorado Uplift Board, Denver Area Council of the Boy Scouts of America and Denver Area Council
of the Girl Scouts of America. Prior to that, Ms. Anstine was an Executive Vice President of First Interstate Bank of Denver, Colorado and formerly a Director of Trust Bank of Colorado (now known as Northern Trust Bank). In addition,
Ms. Anstine served on the Executive Committee of the American Bankers Association. Ms. Anstine is currently a Trustee of ALPS ETF Funds, Financial Investors Variable Insurance Trust, Westcore Funds. Ms. Anstine has served as Trustee
for the Trust since its inception. Ms. Anstine also served as a member of the Audit Committee and Nominating and Corporate Governance Committee since their inception. Ms. Anstine has further enhanced her experience and skills, in
conjunction with the other Trustees, through the Boards oversight of the Trusts officers in dealing with a diverse range of topics, to include but not limited to, portfolio management, legal and regulatory matters, compliance oversight,
preparation of financial statements and oversight of the Trusts multiple service providers. The Board of Trustees, in its judgment of Ms. Anstines professional experience in management and oversight of a variety corporate and
non-profit organization and as Trustees of several other investment companies with diverse product lines, believes Ms. Anstine contributes a seasoned perspective to the Board that warrants her continued selection as a nominee to be a Trustee.
Jeremy W. Deems
Mr. Deems is currently Co-Founder and Chief Financial Officer of Green Alpha
Advisors, LLC an investment management firm. Mr. Deems was formerly the Chief Financial Officer and Treasurer of Forward Management, LLC, an investment management firm, ReFlow Management Co., LLC, a liquidity resourcing company, and
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ReFlow Fund, LLC, a private investment fund. Mr. Deems was also Chief Financial Officer and Treasurer of Sutton Place Management, LLC and administrative services company from 2004 and 2007.
Prior to that, Mr. Deems served as Controller of Forward Management, LLC, ReFlow Management Co., LLC, ReFlow Fund, LLC and Sutton Place Management, LLC. Mr. Deems currently serves as Trustee of ALPS ETF Trust, Financial Investors Variable
Trust. In addition, Mr. Deems has earned a Certified Public Accountant license. Mr. Deems has been a Trustee since 2008 for the Trust. Mr. Deems also served as a Chairman of the Audit Committee and as a member of the Nominating and
Corporate Governance Committee during his Trust tenure. Mr. Deems has further enhanced his experience and skills, in conjunction with the other Trustees, through the Boards oversight of the Trust officers in dealing with a diverse range
of topics, to include but not limited to, portfolio management, legal and regulatory matters, compliance oversight, preparation of financial statements and oversight of the Trusts multiple service providers. The Board of Trustees, in its
judgment of Mr. Deems professional experience in management and oversight of firms specializing in financial services and as Trustees of several other investment companies with diverse product lines, believes Mr. Deems contributes an
extensive experience in investment company operations and accounting oversight to the Board that warrants his continued selection as a nominee to be a Trustee.
Michael F. Holland
Mr. Holland is currently the Chairman of Holland & Company, an investment management firm, since 1995 and has over 40 years of experience in the
financial services industry. Mr. Holland also currently serves as Chairman and Trustee of the State Street Master Funds, Director of the Holland Series Funds, Inc., and as Trustee of the Blackstone/GSO Senior Floating Rate Term Fund, the China
Fund, Inc., the Taiwan Fund, Inc. and Scottish Widows Emerging Market Fund. Mr. Holland began his career at J.P. Morgan in 1968 spending twelve years managing both equity and fixed income assets for major institutional clients and high net
worth individuals. He also served as Chief Executive Officer of First Boston Asset Management in the early 1980s and later served as Chairman of Salomon Brothers Asset Management. He has also been a General Partner of the Blackstone Group,
Chief Executive Officer of Blackstone Alternative Asset Management and a former Vice Chairman of Oppenheimer & Co., Inc. Mr. Holland has served as Trustee for the Trust since its inception. Mr. Holland has also served as a member
of the Audit Committee and Nominating and Corporate Governance Committee for the Trust since their inception. Mr. Holland has further enhanced his experience and skills, in conjunction with the other Trustees, through the Boards oversight
of the Trust officers in dealing with a diverse range of topics, to include but not limited to, portfolio management, legal and regulatory matters, compliance oversight, preparation of financial statements and oversight of the Trusts multiple
service providers. The Board of Trustees, in its judgment of Mr. Hollands professional experience in efficient and effective operations of an investment adviser and oversight of closed-end investment companies, believes Mr. Holland
contributes a wealth of industry experience in investment company operations that warrants his continued selection as a nominee to be a Trustee.
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Jeremy O. May
Mr. May joined ALPS in 1995 and is currently the
President of ALPS and a Director of ALPS Holdings, Inc., ALPS Advisors, Inc., ALPS Distributors, Inc., and FTAM Distributors, Inc. Each of these organizations specialize in the day-to-day operations associated with both open- and closed-end
investment companies, exchange-traded funds and hedge funds. In addition, Mr. May is also currently Trustee of the ALPS Variable Insurance Trust, an open-end investment company and Treasurer of the Liberty All-Star Equity Fund, Liberty All-Star
Growth Fund, Inc., Clough Global Allocation Fund, Clough Global Equity Fund and Clough Global Opportunities Fund, each a closed-end investment company. Mr. May is also a member of the Board of Directors and the Audit Committee for the
University of Colorado Foundation. Mr. May has served as the Trusts Treasurer since the Trusts inception and was appointed to the Board in 2009. Mr. May is an interested trustee and therefore does not serve as a member of the
Audit Committee or the Nominating and Corporate Governance Committee. In addition, Mr. May has further enhanced his experience and skills, in conjunction with the other Trustees, through the Boards oversight of the Trusts officers
in dealing with a diverse range of topics, to include but not limited to, portfolio management, legal and regulatory matters, compliance oversight, preparation of financial statements and oversight of the Trusts multiple service providers. The
Board of Trustees, in its judgment of Mr. Mays long-term professional experience with operating closed-end investment companies, believes Mr. May contributes a depth of knowledge concerning day-to-day operations that further
supplements the Boards supervision and warrants his continued selection as a nominee to be a Trustee.
Also, additional
information regarding each Nominees and Trustees current age, principal occupations and other directorships, if any, that have been held by the Trustees for the past five years is provided in the table below.
Leadership Structure of the Board of Trustees
The Board of Trustees (Board), which has overall responsibility for the oversight of the Trusts investment programs and business affairs, believes that it has structured itself in a
manner that allows it to effectively perform its oversight obligations. Mr. May, the Chairman of the Board (Chairman), is not an Independent Trustee and the Trustees have not appointed a lead Independent Trustee. The Board believes
that the use of an Interested Trustee as Chairman is the appropriate leadership structure for the Trust given (i) Mr. Mays role in the day to day operations of the Trusts Administrator, (ii) the extent to which the work of
the Board is conducted through the Audit Committee and Nominating and Corporate Governance Committee (each of whose meetings is chaired by an Independent Trustee) (iii) the frequency that Independent Trustees meet with their independent legal
counsel and auditors in the absence of members of the Trusts Board who are Interested Trustees of the Trust and management, (iv) relatively small size of the Board, and (v) the overall sophistication of the Independent Trustees, both
individually and collectively. The Trustees also complete an annual self-assessment during which the Trustees review their overall structure and consider where and how its structure remains appropriate in light of the Trusts current
circumstances. The Chairmans role is to preside at all meetings of the Board and in between Board meetings to generally act as
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the liaison between the Board and the Trusts officers, attorneys and various other service providers, including but not limited to, the Trusts investment adviser, administrator and
other such third parties servicing the Trust. The Board believes that having an interested person serve as Chairman of the Board enables Mr. May to more effectively carry out these liaison activities. The Board also believes that it benefits
during its meetings from having a person intimately familiar with the operation of the Trust to set the agenda for Board meetings to ensure that important matters are brought to the Boards attention and considered.
The Trust has four standing committees, each of which enhances the leadership structure of the Board: the Audit Committee; the Nominating
and Corporate Governance Committee; the Executive Committee; and the Fair Value Committee. The Audit Committee and Nominating and Corporate Governance Committee are each chaired by, and composed of, members who are Independent Trustees. The
Executive Committee consists of two Interested Trustees and one Independent Trustee. The Fair Value Committee consists of various officers of the Trust and employees of W.H. Reaves & Co, Inc. and ALPS Fund Services, Inc., as well as one
Independent Trustee.
Oversight of Risk Management
The Trust is confronted with a multitude of risks, such as investment risk, counter party risk, valuation risk, political risk, risk of operational failures, business continuity risk, regulatory risk,
legal risk and other risks not listed here. The Board recognizes that not all risk that may affect the Trust can be known, eliminated or even mitigated. In addition, there are some risks that may not be cost effective or an efficient use of the
Trusts limited resources to moderate. As a result of these realities, the Board, through its oversight and leadership, has and will continue to deem it necessary for shareholders of the Trust to bear certain and undeniable risks, such as
investment risk, in order for the Trust to operate in accordance with its prospectus, statement of additional information and other related documents.
However, as required under the 1940 Act, the Board has adopted on the Trusts behalf a vigorous risk program that mandates the Trusts various service providers, including the investment
adviser, to adopt a variety of processes, procedures and controls to identify various risks, mitigate the likelihood of such adverse events from occurring and/or attempt to limit the effects of such adverse events on the Trust. The Board fulfills
its leadership role by receiving a variety of quarterly written reports prepared by the Trusts Chief Compliance Officer (CCO) that (1) evaluate the operation, policies and policies of the Trusts service providers,
(2) makes known any material changes to the policies and procedures adopted by the Trusts or their service providers since the CCOs last report and (3) disclose any material compliance matters that occurred since the date of the last
CCO report. In addition, the Independent Trustees meet quarterly in executive sessions without the presence of any Interested Trustees, the investment adviser, the administrator, or any of their affiliates. This configuration permits the Independent
Trustees to effectively receive the information and have private discussions necessary to perform its risk oversight role, exercise independent judgment, and allocate areas of
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responsibility between the full Board, its various committees and certain officers of the Trust. Furthermore the Independent Trustees have engaged independent legal counsel and auditors to assist
the Independent Trustees in performing their oversight responsibilities. As discussed above and in consideration of other factors not referenced herein, the Board has determined its leadership role concerning risk management, as one of oversight and
not active management of the Trusts day-to-day risk management operations.
ADDITIONAL INFORMATION ABOUT NOMINEES,
TRUSTEES, AND OFFICERS
Set forth in the table below are the existing Trustees and nominees for election
to the Board of Trustees of the Trust and officers, including information relating to their respective positions held with the Trust, a brief statement of their principal occupations during the past five years and other directorships, if any.
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Name, Position(s),
Address,
1
Age and
Position(s) Held with the
Trust
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Term of Office
and Length of
Time
Served
2
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Principal Occupation(s) During
Past
Five Years
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Other Directorships
Held by Trustee or
Nominee
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Non-Interested Nominees
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Larry W. Papasan
Trustee
Age: 71
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Since
Inception***
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Mr. Papasan is currently the Chairman of BioMimetics Therapeutics Inc., a
medical services company, and is Director/Trustee of Mimedx Inc., AxioMed Spine, Bio Medical Tissue Technologies, and Cagenix, Inc., each a medical services company, SSR Engineering, an engineering company, and Triumph Bank.
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None
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E. Wayne Nordberg
Nominee
Age: 70
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Pending***
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Mr. Nordberg is currently the Chairman and Chief Investment Officer of Hollow
Brook Associates, LLC, a private investment management firm. Mr. Nordberg was formerly a Senior Director at Ingalls & Snyder LLC, a privately owned registered investment advisor (2003-2007).
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Mr. Nordberg is ; and a Director of Annaly Capital
Management, Inc., a real estate investment trust and PetroQuest Energy, Inc., an oil and gas exploration company.
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Non-Interested Trustees
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Mary K. Anstine
Trustee
Age: 71
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Since
Inception**
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Ms. Anstine is a Trustee of A.V. Hunter Trust and Director of the Colorado
Uplift Board. Ms. Anstine was formerly the President/Chief Executive Officer of HealthONE Alliance (hospital group). Ms. Anstine is a Trustee of ALPS ETF Trust; Financial Investors Trust; Financial Investors Variable Insurance Trust; and the
Westcore Funds.
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Ms. Anstine is a Trustee of ALPS ETF Trust (5);
Financial Investors Trust (19); Financial Investors Variable Insurance Trust (5); and Westcore Funds (12).
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Name, Position(s),
Address,
1
Age and
Position(s) Held with the
Trust
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Term of Office
and Length of
Time Served
2
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Principal Occupation(s) During
Past
Five Years
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Other Directorships
Held by Trustee or
Nominee
4
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Non-Interested Trustees
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Jeremy W. Deems
Trustee
Age: 35
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Since 2008*
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Mr. Deems is the Co-Founder, Chief Financial Officer, and Chief Operating
Officer of Green Alpha Advisors, LLC. 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 June 2007).
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Mr. Deems is a Trustee of ALPS ETF Trust (5); Financial
Investors Trust (19); and Financial Investors Variable Insurance Trust (5).
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Michael F. Holland
Trustee
Age: 67
|
|
Since
Inception**
|
|
Mr. Holland is Chairman of Holland & Company, an investment management
company.
|
|
Mr. Holland is a Director of Blackstone/GSO Senior Floating
Rate Term Fund (1), Holland Series Funds, Inc. (1); and Trustee of State Street Master Funds (5); China Fund, Inc. (1); Taiwan Fund, Inc. (1); and Scottish Widows Emerging Market Fund (1).
|
Interested Trustees
|
Jeremy O. May
3
Chairman, Trustee and President
Age:
41
|
|
Chairman & Trustee
Since 2009*
President
Since 2010
|
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Mr. May joined ALPS in 1995 and is currently President and Director of ALPS and
Director and Executive Vice President of ALPS Holdings Inc. (AHI), ALPS Advisors, Inc. (AAI), ALPS Distributors, Inc.(ADI) and FTAM Distributors, Inc. (FDI) Because of his positions with ALPS, AHI,
AAI, ADI and FDI, Mr. May is deemed an affiliate of the Trust as defined under the 1940 Act. Mr. May is currently on the Board of Directors and the Audit Committee of the University of Colorado Foundation. Mr. May is also the Treasurer of the
Liberty All-Star Equity Fund, Liberty All-Star Growth Fund, Inc., Clough Global Allocation Fund, Clough Global Equity Fund, Clough Global Opportunities Fund, Financial Investors Trust and Financial Investors Variable Insurance Trust.
|
|
Mr. May is on the Board of Directors and Audit Committee of
the University of Colorado.
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10
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Name, Position(s),
Address,
1
Age and
Position(s) Held with the
Trust
|
|
Term of Office
and Length
of
Time Served
2
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|
Principal Occupation(s) During Past
Five
Years
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Other Directorships
Held by Trustee
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Officers
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J. Tison Cory
Secretary
Age: 43
|
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Since 2008
|
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Mr. Cory joined ALPS in 2005 as a Senior Paralegal. Mr. Cory is also currently
an Adjunct Professor at Metropolitan State College of Denver (2000-present). Because of his position with ALPS, Mr. Cory is deemed an affiliate of the Trust as defined under the 1940 Act. Mr. Cory is Assistant Secretary for the RiverNorth
Funds.
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N/A
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Lauren E. Johnson
Treasurer
Age: 31
|
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Treasurer
Since 2010
Assistant Treasurer
2008 - 2010
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Ms. Johnson is Assistant Vice President of ALPS, and joined in September 2005
as a Trust Controller. Because of her position with ALPS, Ms. Johnson is deemed an affiliate of the Trust as defined under the 1940 Act. Ms. Johnson is Assistant Treasurer for the Caldwell & Orkin Market Opportunity Fund. Ms. Johnson was
formerly the Assistant Treasurer of the Clough Global Allocation Fund, Clough Global Equity Fund, and Clough Global Opportunities Fund.
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N/A
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Ted J. Uhl
Chief Compliance Officer
Age: 37
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Since 2010
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Mr. Uhl joined ALPS in October 2006, and is currently Deputy Chief Compliance
Officer of ALPS. Prior to his current role, Mr. Uhl served as Senior Risk Manager for ALPS from October 2006 until June 2010. Because of his position with ALPS, Mr. Uhl is deemed an affiliate of the Trust as defined under the 1940 Act. Mr. Uhl also
serves as Chief Compliance Officer of Clough Global Allocation Fund, Clough Global Equity Fund and Clough Global Opportunities Fund, Cook & Bynum Fund, Financial Investor Trust and Transparent Value Trust.
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N/A
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(1)
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Address: 1290 Broadway, Suite 1100, Denver, Colorado 80203, unless otherwise noted.
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(2)
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The Trust commenced operations on February 24, 2004. The Trusts 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.
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*
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Term expires at the Trusts 2013 Annual Meeting of Shareholders.
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**
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Term expires at the Trusts 2014 Annual Meeting of Shareholders.
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***
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Term expires at the Trusts 2015 Annual Meeting of Shareholders.
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(3)
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Mr. May is considered to be an interested person (as defined in the 1940 Act) because of his affiliation with ALPS, which acts
as the Trusts sponsor.
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(4)
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The numbers enclosed in the parentheticals represent the number of funds overseen in each respective directorship held by the Trustee.
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11
BENEFICIAL OWNERSHIP OF SHARES HELD IN THE TRUST AND THE FUND COMPLEX FOR EACH TRUSTEE AND
NOMINEE FOR ELECTION AS TRUSTEE
Set forth in the table below is the dollar range of equity securities
held in the Trust by each of the Trusts Trustees. Since the Trust is not affiliated or associated with any Fund Complex, as defined under the 1940 Act, the aggregate dollar range of equity securities in the Fund Complex
beneficially owned by each Trustee and nominee for election as Trustee is not applicable to the Trust.
|
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Name of Trustee/Nominee
|
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Dollar Range of Equity Securities Held
in the Trust
1,
2
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Non-Interested Trustees
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Mary K. Anstine
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$10,001 - $50,000
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Jeremy W. Deems
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None
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Michael F. Holland
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$10,001 - $50,000
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Larry W. Papasan
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$50,001 - $100,000
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E. Wayne Nordberg
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Over $100,000
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Interested Trustees
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Jeremy O. May
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$10,001 - $50,000
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(1) This information has been furnished by each Trustee and nominee for election as Trustee as of
December 31, 2011. Beneficial Ownership is determined in accordance with Section 16a-1(a)(2) of the Securities Exchange Act of 1934, as amended (the 1934 Act).
(2) Ownership amount constitutes less than 1% of the total shares outstanding.
Independent Trustee Transactions with Trust Affiliates
As of December 31, 2011, neither the Independent Nominee or Trustees (as such term is defined by the NYSE Amex listing standards) nor members of their immediate families owned securities,
beneficially or of record, of W.H. Reaves & Co., Inc. (the Adviser), or an affiliate or person directly or indirectly controlling, controlled by, or under common control with the Adviser. In addition, over the past five years,
neither the Independent Nominee or Trustees nor members of their immediate families have had any direct or indirect interest, the value of which exceeds $120,000, in the Adviser or any of its affiliates. Further, during each of the last two fiscal
years, neither the Independent Trustees nor member of their immediate families have conducted any transactions (or series or transactions) or maintained any direct or indirect relationship in which the amount involved exceeds $120,000 and to which
the Adviser or any of its affiliates was a party.
AUDIT COMMITTEE
The role of the Trusts Audit Committee is to assist the Board of Trustees in its oversight of (i) the quality
and integrity of Trusts financial statements, reporting process and the independent registered public accounting firm (the independent accountants) and reviews thereof, (ii) the Trusts accounting and financial reporting
policies and practices, its internal controls and, as appropriate, the internal controls of certain service
12
providers, (iii) the Trusts compliance with legal and regulatory requirements and (iv) the independent accountants qualifications, independence and performance. The Audit
Committee is also required to prepare an audit committee report pursuant to the rules of the Securities and Exchange Commission (the SEC) for inclusion in the Trusts annual proxy statement. The Audit Committee operates pursuant to
the Audit Committee Charter (the Charter) that was most recently reviewed and approved by the Board of Trustees on September 12, 2011. The Charter is available at the Funds website,
www.utilityincomefund.com
. As set forth in the Charter, management
is responsible for maintaining appropriate systems for accounting and internal control, and the Trusts independent accountants are responsible for planning and carrying out proper audits and reviews. The independent accountants are ultimately
accountable to the Board of Trustees and to the Audit Committee, as representatives of shareholders. The independent accountants for the Trust report directly to the Audit Committee.
Based on the findings of the Board of Trustees, the Board of Trustees has determined that it has two audit
committee financial experts, as defined in the rules promulgated by the SEC, and as required by NYSE Amex listing standards; namely, Jeremy W. Deems and Michael E. Holland.
The Audit Committee met two times during the fiscal year ended October 31, 2011. The Audit Committee is composed of four
of the Trusts Independent Trustees (as such term is defined by the NYSE Amex listing standards (the NYSE Amex Listing Standards)); namely, Ms. Mary K. Anstine and Messrs. Jeremy W. Deems, Michael F. Holland and Larry W. Papasan.
None of the members of the Audit Committee are interested persons of the Trust.
Audit Committee Report
At a meeting held on December 12, 2011, the Audit Committee reviewed and discussed with management of the Trust and
the independent accountants, Deloitte & Touche LLP (Deloitte), the audited financial statements of the Trust as of and for the fiscal year ended October 31, 2011, and discussed the audit of such financial statements with
Deloitte.
In addition, the Audit Committee discussed with the independent accountants the accounting
principles applied by the Trust and such other matters brought to the attention of the Audit Committee by the independent accountants required by Statement of Auditing Standards No. 114,
The Auditors Communication With Those Charged
With Governance
, as currently modified or supplemented and No. 61, as amended (AICPA,
Professional Standards
, Vol. 1 AU section 380), as adopted by the Public Company Accounting Oversight Board (PCAOB) in Rule 3200T. The
Audit Committee also received from the independent accountants the written disclosures and letters required by PCAOB Ethics and Independence Rule 3526 (
Communication with Audit Committees Concerning Independence)
and discussed the
relationships between the independent accountants and the Trust and the impact that any such relationships might have on the objectivity and independence of the independent accountants.
The members of the Audit Committee are not, and do not represent themselves to be, professionally engaged in the practice
of auditing or accounting and are not employed by the Trust for accounting, financial management or internal control purposes. Moreover, the Audit Committee relies on and makes no independent verification of the facts presented to it or
representations made by management or independent verification of the facts presented to it or representations made by management or the Trusts independent accountants. Accordingly, the Audit Committees oversight does not provide an
independent basis to determine that management has maintained appropriate
13
accounting and/or financial reporting principles and policies, or internal controls and procedures, designed to assure compliance with accounting standards and applicable laws and regulations.
Furthermore, the Audit Committees considerations and discussions referred to above do not provide assurance that the audit of the Trusts financial statements has been carried out in accordance with generally accepted accounting standards
or that the financial statements are presented in accordance with generally accepted accounting principles.
Based on its consideration of the audited financial statements and the discussions referred to above with management and
the Trusts independent accountants, and subject to the limitations on the responsibilities and role of the Audit Committee set forth in the Charter and those discussed above, the Audit Committee recommended to the Board of Trustees that the
Trusts audited financial statements be included in the Trusts Annual Report for the fiscal year ended October 31, 2011.
SUBMITTED BY THE AUDIT COMMITTEE OF THE TRUSTS BOARD OF TRUSTEES
Jeremy W. Deems, Chairman
Mary K. Anstine
Michael F. Holland
Larry W. Papasan
December 12, 2011
NOMINATING AND CORPORATE GOVERNANCE COMMITTEE
The Board of Trustees has a Nominating and Corporate Governance Committee composed of four Independent
Trustees as such term is defined by the NYSE Amex Listing Standards; namely, Ms. Mary K. Anstine and Messrs. Jerremy W. Deems, Michael F. Holland and Larry W. Papasan. The Nominating Committee met once during the fiscal year ended
October 31, 2011. None of the members of the Nominating and Corporate Governance Committee are interested persons of the Trust. The
14
Nominating and Corporate Governance Committee is responsible for identifying and recommending to the Board of Trustees individuals believed to be qualified to become Board members in the event
that a position is vacated or created. The Nominating and Corporate Governance Committee will consider Trustee candidates recommended by shareholders. In considering candidates submitted by shareholders, the Nominating and Corporate Governance
Committee will take into consideration the needs of the Board of Trustees, the qualifications of the candidate and the interests of shareholders. The Nominating and Corporate Governance Committee has not determined any minimum qualifications
necessary to serve as a Trustee of the Trust.
The shareholder recommendation described above must be sent to
the Trusts Secretary c/o ALPS Fund Services, Inc. The Trusts Nominating and Corporate Governance Committee has not adopted a charter. If a charter is adopted in the future, it will be available at the time on the Trusts website
(
www.utilityincomefund.com
).
EXECUTIVE COMMITTEE
The Executive Committee meets
periodically to take action, as authorized by the Board of Trustees, if the Board of Trustees cannot meet. Members of the Executive Committee are currently Ms. Anstine, Mr. Morris and Mr. May. During the fiscal year ended
October 31, 2011, the Executive Committee did met once.
COMPENSATION COMMITTEE
The Trust does not have a compensation committee.
Other Board Related Matters
The Trust does not require
Trustees to attend the Annual Meeting of Shareholders. No Trustees attended the Trusts Annual Meeting of Shareholders in 2011.
The following table sets forth certain information regarding the compensation of the Trusts Trustees for the fiscal year ended October 31, 2011. The Trust does not have a pension or retirement
plan. Trustees and Officers of the Trust who are employed by ALPS or Reaves receive no compensation or expense reimbursement from the Trust.
15
Compensation Table For The Fiscal Period Ended October 31, 2011
|
|
|
Name of Person and Position
|
|
Aggregate Compensation Paid
From the Trust*
|
Non-Interested Trustees
|
Mary K. Anstine,
Trustee
|
|
$24,000
|
Jeremy W. Deems
Trustee
|
|
$25,000
|
Michael F. Holland,
Trustee
|
|
$24,000
|
Larry Papasan,
Trustee
|
|
$24,000
|
Interested Trustees
|
Jeremy O. May,
Chairman of the Board and Trustee
|
|
None
|
* Represents the total compensation paid to such persons during the fiscal year ended October 31,
2011 by the Trust. The Trust is not a member or affiliate of any Fund Complex.
The Trust pays each
Independent Trustee not affiliated with ALPS or W.H. Reaves & Co., Inc. (Reaves or Adviser) or their affiliates, a quarterly retainer of $3,500 per year plus $2,000 per meeting attended in person and by telephone,
together with the Independent Trustees actual out-of-pocket expenses relating to their attendance at such meetings. Mr. Deems as the Audit Committee Chairman receives an additional per meeting fee equal to $500 per meeting attended in
person and by telephone due to the additional duties associated with his position on the Audit Committee. The aggregate remuneration (not including out-of-pocket expenses) paid by the Trust to all Independent Trustees during the fiscal year ended
October 31, 2011 amounted to $97,000. During the fiscal year ended October 31, 2011, the Trustees of the Trust met five times. Each Trustee then serving in such capacity attended at least 75% of the meetings of Trustees and of any
committee of which he or she is a member.
REQUIRED VOTE
The election of each of the listed nominees for Trustee of the Trust requires the affirmative vote of the holders of a
plurality of the votes cast by the holders of Shares represented at the Meeting, if a quorum is present.
THE
BOARD OF TRUSTEES, INCLUDING THE INDEPENDENT TRUSTEES, UNANIMOUSLY RECOMMENDS THAT THE SHAREHOLDERS VOTE FOR THE ELECTION OF EACH NOMINEE.
16
ADDITIONAL INFORMATION
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Deloitte & Touche LLP (Deloitte), 555 17
th
Street, 36
th
Floor, Denver, Colorado 80202, has been selected to serve as the Trusts independent registered public accounting
firm for the Trusts fiscal year ending October 31, 2012. The Trust knows of no direct financial or material indirect financial interest of Deloitte in the Trust. A representative of Deloitte will not be present at the Meeting, but will be
available by telephone and will have an opportunity to make a statement, if asked, and will be available to respond to appropriate questions.
Principal Accounting Fees and Services
Audit Fees
: The aggregate fees billed for each of the last two fiscal years for professional services rendered by Deloitte for the audit of the Trusts annual financial statements or services
that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for fiscal years 2011 and 2010 were $33,500 and $33,500, respectively.
Audit-Related Fees
: The aggregate fees billed in each of the last two fiscal years for assurance and related
services by Deloitte that are reasonably related to the performance of the audit of the Trusts financial statements and are not reported above under Audit Fees for fiscal years 2011 and 2010 were $0 and $0, respectively.
Tax Fees
: The aggregate fees billed in each of the last two fiscal years for professional services
rendered by Deloitte for tax compliance, tax advice and tax planning for fiscal years 2011 and 2010 were $4,525 and $4,410, respectively. These fees were for services for the review of federal and state income tax returns, December dividend
distributions and compliance with Revenue Rule 89-91 of the Internal Revenue Code.
All Other Fees
: The
aggregate fees billed in each of the last two fiscal years for products and services provided by Deloitte other than the services reported in above under Audit Fees, Audit-Related Fees and Tax Fees for fiscal years 2011 and 2010 were $0 and $9,800,
respectively. The nature of the services provide in 2010 were for agreed upon procedures relating to the Auction Market Preferred Shares which were redeemed in December 2010.
The Trusts Audit Committee Charter requires that the Audit Committee pre-approve all audit and non-audit services
to be provided by the auditors to the Trust and all non-audit services to be provided by the auditors to the Trusts investment adviser and service providers controlling, controlled by or under common control with the Trusts investment
adviser (affiliates) that provide on-going services to the Trust (a Covered Services Provider), if the engagement relates directly to the operations and financial reporting of the Trust. The Audit Committee may delegate its
responsibility to pre-
17
approve any such audit and permissible non-audit services to the Chairman of the Audit Committee, and the Chairman must report to the Audit Committee, at its next regularly scheduled meeting
after the Chairmans pre-approval of such services, his decision(s). The Audit Committee may also establish detailed pre-approval policies and procedures for pre-approval of such services in accordance with applicable laws, including the
delegation of some or all of the Audit Committees pre-approval responsibilities to other persons (other than the Adviser or the Trusts officers). Pre-approval by the Audit Committee of any permissible non-audit services is not required
so long as: (i) the aggregate amount of all such permissible non-audit services provided to the Trust, the investment adviser and any Covered Services Provider constitutes not more than 5% of the total amount of revenues paid by the Trust to
its independent accountants during the fiscal year in which the permissible non-audit services are provided; (ii) the permissible non-audit services were not recognized by the Trust at the time of the engagement to be non-audit services; and
(iii) such services are promptly brought to the attention of the Audit Committee and approved by the Audit Committee or the Chairman prior to the completion of the audit. All of the audit, audit-related, tax services and all other services
described above for which Deloitte billed the Trust fees for the fiscal years ended October 31, 2011 and October 31, 2010 were pre-approved by the Audit Committee.
THE INVESTMENT ADVISER AND ADMINISTRATOR
W. H. Reaves and
Co., Inc. is the Trusts investment adviser, and its business address is 10 Exchange Place, Jersey City, New Jersey 07302.
ALPS Fund Services, Inc. is the Trusts administrator, and its business address is 1290 Broadway, Suite 1100, Denver, Colorado 80203.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the 1934 Act and Section 30(h) of the 1940 Act, and the rules thereunder, require the
Trusts officers and Trustees, officers and Directors of the Adviser, affiliated persons of the Adviser, and persons who beneficially own more than 10% of a registered class of the Trusts Shares, to file reports of ownership and changes
in ownership with the SEC and the NYSE Amex and to furnish the Trust with copies of all Section 16(a) forms they file. Based solely on a review of the reports filed with the SEC and upon representations that no applicable Section 16(a)
forms they filed, the Trust believes that during fiscal year 2011, all Section 16(a) filing requirements applicable to Trust officers, Trustees and greater than 10% beneficial owners were complied with except in one instance. A Trustee bought
1,000 shares of the Trust in 2004 in accordance with the Trust policies and procedures however ALPS failed to file the appropriate Form 4 with the SEC. This error was ALPS identified by ALPS during an audit process. The correcting documentation was
filed with the SEC on February 7, 2011.
18
BROKER NON-VOTES AND ABSTENTIONS
The affirmative vote of a plurality of votes cast for each nominee by the holders entitled to vote for a particular
nominee is necessary for the election of a nominee.
For the purpose of electing nominees, abstentions or
broker non-votes will not be counted as votes cast and will have no effect on the result of the election. Abstentions or broker non-votes, however, will be considered to be present at the Meeting for purposes of determining the existence of a
quorum.
Shareholders of the Trust will be informed of the voting results of the Meeting in the Trusts
Semi-Annual Report dated April 30, 2012.
OTHER MATTERS TO COME BEFORE THE MEETING
The Trustees of the Trust do not intend to present any other business at the Meeting, nor are they aware that any
shareholder intends to do so. If, however, any other matters, including adjournments, are properly brought before the Meeting, the persons named in the accompanying form of proxy will vote thereon in accordance with their judgment.
SHAREHOLDER COMMUNICATIONS WITH THE BOARD OF TRUSTEES
Shareholders may mail written communications to the full Board, to committees of the Board or to specified individual
Trustees in care of the Secretary of the Trust, 1290 Broadway, Suite 1100, Denver, Colorado 80203. All shareholder communications received by the Secretary will be forwarded promptly to the full Board, the relevant Board committee or the specified
individual Trustees, as applicable, except that the Secretary may, in good faith, determine that a shareholder communication should not be so forwarded if it does not reasonably relate to the Trust or its operations, management, activities,
policies, service providers, board, officers, shareholders or other matters relating to an investment in the Trust or is purely ministerial in nature.
SHAREHOLDER PROPOSALS
Any shareholder proposal to be
considered for inclusion in the Trusts proxy statement and form of proxy for the annual meeting of shareholders to be held in 2012 should have been received by the Secretary of the Trust no later than December 31, 2011. In addition,
pursuant to the Trusts By-Laws, a shareholder is required to give to the Trust notice of, and specified information with respect to, any proposals that such shareholder intends to present at the 2012 annual meeting no earlier than
December 1, 2011 and no later than December 31, 2011. Under the circumstances described in, and upon compliance with, Rule 14a-4(c) under the 1934 Act, a Trust may solicit proxies in connection with the 2012 annual meeting which confer
discretionary authority to vote on any shareholder proposals of which the Secretary the Trust does not receive notice in
19
accordance with the aforementioned date. Timely submission of a proposal does not guarantee that such proposal will be included.
IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY. SHAREHOLDERS WHO DO NOT EXPECT TO ATTEND THE MEETING ARE THEREFORE
URGED TO COMPLETE, SIGN, DATE AND RETURN THE PROXY CARD AS SOON AS POSSIBLE IN THE ENCLOSED POSTAGE-PAID ENVELOPE.
[remainder of this page was intentionally left blank]
20
REAVES UTILITY INCOME FUND
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES
The undersigned hereby appoints Lauren E. Johnson and J. Tison Cory, and each of them, attorneys and proxies of the undersigned, with full powers of substitution and revocation, to represent the
undersigned and to vote on behalf of the undersigned all shares of Reaves Utility Income Fund (the Trust) which the undersigned is entitled to vote at the Annual Meeting of Shareholders of the Trust to be held at the offices of the
Trust, 1290 Broadway, Suite 1100, Denver, Colorado 80203 on Monday, April 30, 2012 at 10:00 a.m., Mountain time, and at any adjournments thereof (the Meeting). The undersigned hereby acknowledges receipt of the Notice of Meeting and
Proxy Statement and hereby instructs said attorneys and proxies to vote said shares of the Trust as indicated herein. In their discretion, the proxies are authorized to vote upon such other business as may properly come before the Meeting.
A majority of the proxies present and acting at the Meeting in person or by substitute (or, if only one shall be so present,
then that one) shall have and may exercise all of the power and authority of said proxies hereunder. The undersigned hereby revokes any proxy previously given.
This proxy, if properly executed, will be voted in the manner directed by the undersigned shareholder. If no direction is made, this proxy will be voted FOR Proposal No. 1 and in the discretion of
the proxy holder as to any other matter that may properly come before the Meeting. Please refer to the Proxy Statement for a discussion of Proposal No. 1.
PLEASE VOTE, DATE AND SIGN ON REVERSE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE.
Please sign this proxy exactly as your name(s) appear(s) in the records of the Trust. If joint owners, either may sign. Trustees and other fiduciaries should indicate the capacity in which they sign, and
where more than one name appears, a majority must sign. If a corporation, this signature should be that of an authorized officer who should state his or her title.
PLEASE MARK YOUR VOTE WITH AN X
To Elect (2) Trustees of the Trust:
Common Shares
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(1) LarryW. Papasan
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For
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Withhold
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Nominee
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Authority
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(2) E.Wayne Nordberg
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For
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Withhold
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Nominee
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Authority
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REAVES UTILITY INCOME FUND
Please be sure to sign and date this proxy.
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Signature:
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Date:
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Co-owner:
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Date:
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