REAVES UTILITY INCOME FUND

In addition to the solicitation of proxies by mail, officers of the Fund and employees of Paralel Technologies LLC (“PTL”) (the Fund’s administrator) or other representatives of the Fund also may solicit proxies by telephone or Internet. The expenses incurred in connection with preparing the Proxy Statement and its enclosures will be paid by PTL. PTL will also reimburse brokerage firms and others for their expenses in forwarding solicitation materials to the beneficial owners of Fund shares. In addition, the Fund has engaged Computershare to assist in the proxy effort for the Fund. Under the terms of the engagement, Computershare will be providing a website for the dissemination of these proxy materials and tabulation services.

THE FUND’S MOST RECENT ANNUAL REPORT INCLUDING AUDITED FINANCIAL STATEMENTS FOR THE FISCAL YEAR ENDED OCTOBER 31, 2023, AND THE PROXY MATERIALS ARE AVAILABLE UPON REQUEST, WITHOUT CHARGE, BY WRITING TO THE FUND AT 1700 BROADWAY, SUITE 1850, DENVER, COLORADO 80290 OR BY CALLING THE FUND AT 800-644-5571 OR VIA THE INTERNET ATWWW.UTILITYINCOMEFUND.COM.

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 virtually attending the Meeting and voting his or her Shares by conference call or by submitting a letter of revocation or a later-dated proxy to the Fund 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 by conference call 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 January 30, 2024 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 Fund has one class of capital stock (common shares) which is referred to herein 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 79,037,478 outstanding Shares.

The following table shows the beneficial ownership of Shares by each of the Trustees and Executive Officers of the Fund as a group as of December 31, 2023. Beneficial ownership is determined in accordance with Rule 13d-3 under the 1934 Act.