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)

 

1290 Broadway, Suite 1000, Denver, Colorado 80203
(Address of principal executive offices) (Zip code)

 

Sareena Khwaja-Dixon, Esq.
Reaves Utility Income Fund
1290 Broadway, Suite 1000
Denver, Colorado 80203
(Name and address of agent for service)

 

Registrant’s telephone number, including area code: 303-623-2577

 

Date of fiscal year end:    October 31

 

Date of reporting period:  April 30, 2022

 

 

Item 1. Reports to Stockholders.

 

(a)

 

 

Section 19(b) Disclosure

 

April 30, 2022 (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 Reaves Utility Income Fund website www.utilityincomefund.com.

 

 

Reaves Utility Income Fund Table of Contents
 

 

Shareholder Letter 2
Statement of Investments 6
Statement of Assets and Liabilities 9
Statement of Operations 10
Statement of Changes in Net Assets 11
Statement of Cash Flows 12
Financial Highlights 14
Notes to Financial Statements 17
Additional Information 26
Privacy Policy 32

 

 
Semi-Annual Report | April 30, 2022 1

 

 

Reaves Utility Income Fund Shareholder Letter
 

April 30, 2022 (Unaudited)

 

To our Shareholders:

 

Investment Portfolio Returns: 6 months ended April 30, 2022

Total net assets of the Fund were $2.26 billion on April 30, 2022, or $32.96 of net asset value (“NAV”) per common share. On October 31, 2021, net assets totaled $2.16 billion representing $33.09 of net asset value per common 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 market return for shareholders in the first half of fiscal 2022 was 1.34%, as is reflected in the table below. The share price of the Fund traded at a premium of 0.91% to the NAV at 4/30/2022 versus a premium of 2.63% at the beginning of the fiscal year.

 

  Period Ended April 30, 2022
  Six
Months
One
Year
Three
Years+
Five
Years+
Ten
Years+
Since
Inception+**
Total investment return – Net Asset Value* 3.07% 2.54% 5.22% 5.90% 9.78% 10.50%
Total investment return – Market Price* 1.34% 2.58% 5.39% 5.81% 9.11% 10.28%
S&P 500 Utilities Index1 8.17% 10.12% 10.24% 10.28% 11.07% 10.16%
Dow Jones Utility Average2 11.08% 12.58% 11.82% 10.89% 11.71% 11.27%

 

+ Annualized
* Assumes all dividends being reinvested

** Index data since 02/29/04

 

1 S&P 500 Utilities Index is a capitalization-weighted index containing 29 Electric and Gas Utility stocks (including multi-utilities and independent power producers). Prior to July 1996, this index included telecommunications equities.
2 The Dow Jones Utility Average is a price-weighted average of 15 utility stocks traded in the United States.

 

Distributions to Common Shareholders

The Fund’s annual distribution rate of $2.28 was unchanged. For the first half of 2022 fiscal year the Fund expects total distributions to come from earned income (dividend income) and capital gains. For any given month, however, part of the distribution may be temporarily classified as a return of capital given the irregular realization of capital gains over the course of the year.

 

 
2 www.utilityincomefund.com

 

 

Reaves Utility Income Fund Shareholder Letter
 

April 30, 2022 (Unaudited)

 

Leverage Facility

The Fund ended the period with $450 million in leverage, unchanged from October 31, the end of fiscal 2021. As a result, net leverage was about 20% of assets on April 30, 2022. For details about the facility please refer to Note 4 of the accompanying financial statements.

 

Portfolio Discussion and Outlook

The Reaves Utility Income Fund continued to generate tax advantaged income for investors. The Fund maintained its leverage at about 20% of net assets, which we think is a prudent level given market conditions. The individual companies in which the Fund invests proved resilient during the period. Many holdings grew earnings and increased dividends throughout the year, highlighting the defensiveness of the business models in which the Fund invests.

 

In the six-month period ending April 30, the Fund generated a total return of about 3.07%. It paid $76.8 million ($1.14 per share) in investor distributions. We would note that the results coincide with a near doubling in the 10-year treasury yields, from about 1.55% at the end of October 2021 to over 2.93% by the end of April 2022. Rising interest rates generally are a short-term headwind for our investments as investors typically prioritize risk over safety and growth over value in such environments. Over a longer-term, rising rates tend to be less impactful, though. This is because we typically invest in businesses that grow cash flows and dividend payments more quickly than sector averages and faster than inflation.

 

Return generation was concentrated in utilities and traditional telecommunications, companies that typically serve as safe havens during periods of volatility. The first calendar quarter of 2022 was punctuated with central banks raising interest rates to fight inflation and the military invasion of Russian forces into Ukraine which resulted in shortages of oil, gas and some agricultural products. These two catalysts spurred widespread reduction in investor risk appetite and greater demand for companies with less business risk such as regulated utilities and traditional telecommunications companies.

 

Fundamentally, we continue to believe that the utility industry is uniquely well-positioned to benefit from the longer-term energy transition away from fossil fuels, a dynamic that became more urgent in the context of spiking commodity prices. Grid reliability remains an important public issue as well. Between the two, utilities have spending backlogs that are well above historic levels and will remain there for the next decade. It is also based on a much wider variety of projects, making it inherently lower risk. Please note that utilities set rates on the size of their investment balances. Thus, the higher the level of utility investment, the higher the level of earnings and the greater the potential for dividend growth.

 

The cost of power remains an issue we watch very carefully. What we refer to as “bill pressure” will affect utilities very differently across the industry depending on their respective sources of generation. We expect the issue to become more prominent over the course of the coming year and are working diligently to avoid places where a political problem could emerge. Well-managed utilities should be able to limit customer bill growth, certainly to a rate less than underlying inflation.

 

Communications experienced mixed results. The positive contribution of traditional telecoms partly reflected the aforementioned shift in investor preference for lower beta securities and prioritization of dividend income overgrowth. Offsetting that was poor performance in our cable company investments.

 

 
Semi-Annual Report | April 30, 2022 3

 

 

Reaves Utility Income Fund Shareholder Letter
 

April 30, 2022 (Unaudited)

 

We remain optimistic about digital connectivity growth and fifth generation wireless networks. In the US, telecom giants are actively constructing and improving fifth generation wireless networks. While this is a highly competitive market, we expect infrastructure companies like wireless towers and data centers to be key beneficiaries of this buildout. In Canada, where competition is less acute, we are optimistic that population and economic growth will continue to underpin growing dividend income.

 

While the Fund invests primarily in utilities and telecommunications, we also retain a small portion of the portfolio in transportation/logistics for diversification and inflation sensitivity. Here, returns were negatively impacted by extreme supply chain tightness and positively impacted by strong warehouse demand. Rail operators had a difficult winter but emerged with better confidence that some of the more difficult network challenges were being resolved though self-help efforts and better labor productivity.

 

Sincerely,

 

Timothy O. Porter, Chief Investment Officer

 

John P. Bartlett, President

 

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 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.

 

 
4 www.utilityincomefund.com

 

 

Reaves Utility Income Fund Shareholder Letter
 

April 30, 2022 (Unaudited)

 

Industry Allocation as of April 30, 2022

 

 

* Includes Money Market Funds

 

Holdings are subject to change

 

 
Semi-Annual Report | April 30, 2022 5

 

 

Reaves Utility Income Fund Statement of Investments
 

April 30, 2022 (Unaudited)

 

    SHARES     VALUE  
COMMON STOCKS 116.49%(1)                
Diversified Telecommunication Services 16.40%                
BCE, Inc.     2,110,000     $ 112,188,700  
Deutsche Telekom AG     4,017,447       74,465,449  
Shaw Communications, Inc., Class B     1,074,000       31,986,331  
TELUS Corp.     3,520,100       88,067,578  
Verizon Communications, Inc.     1,374,703       63,648,749  
              370,356,807  
                 
Electric Utilities 27.61%                
Duke Energy Corp.     706,000       77,772,960  
Entergy Corp.     850,000       101,022,500  
Eversource Energy     770,000       67,298,000  
Exelon Corp.     1,489,957       69,700,188  
FirstEnergy Corp.     1,000,000       43,310,000  
Fortis, Inc.     1,350,600       65,706,690  
NextEra Energy, Inc.     1,179,200       83,746,784  
PPL Corp.     700,000       19,817,000  
The Southern Co.     1,299,600       95,377,644  
              623,751,766  
                 
Equity Real Estate Investment Trust (REIT) 2.80%                
SBA Communications Corp.     181,700       63,069,887  
                 
Independent Power and Renewable Electricity Producers 1.98%                
Constellation Energy Group, Inc.     755,333       44,723,287  
                 
Media 5.02%                
Charter Communications, Inc., Class A(2)     112,862       48,360,238  
Comcast Corp., Class A     1,637,900       65,122,904  
              113,483,142  
                 
Multi-Utilities 36.50%                
Alliant Energy Corp.     1,533,100       90,161,611  
Ameren Corp.     1,094,000       101,632,600  
CMS Energy Corp.     1,235,500       84,866,495  
DTE Energy Co.     719,200       94,243,968  
Enel SpA     7,650,000       50,181,663  
NiSource, Inc.     1,766,966       51,454,050  
PG&E Corp.(2)     4,338,300       54,879,495  
Public Service Enterprise Group, Inc.     1,144,000       79,691,040  
Sempra Energy     243,200       39,242,752  
WEC Energy Group, Inc.     812,100       81,250,605  

 

 
6 www.utilityincomefund.com

 

 

Reaves Utility Income Fund Statement of Investments
 

April 30, 2022 (Unaudited)

 

    SHARES     VALUE  
Multi-Utilities (continued)                
Xcel Energy, Inc.     1,320,600     $ 96,747,156  
              824,351,435  
                 
Oil, Gas & Consumable Fuels 0.41%                
DT Midstream, Inc.     173,100       9,304,125  
                 
Real Estate Investment Trusts (REITs) 13.19%                
American Tower Corp.     220,959       53,255,538  
Crown Castle International Corp.     325,600       60,304,376  
Equinix, Inc.     83,000       59,683,640  
Prologis, Inc.     460,100       73,749,429  
Realty Income Corp.     735,000       50,979,600  
              297,972,583  
                 
Road & Rail 8.05%                
Canadian Pacific Railway, Ltd.     738,000       54,036,360  
Norfolk Southern Corp.     252,100       65,011,548  
Union Pacific Corp.     267,900       62,766,291  
              181,814,199  
                 
Water Utilities 4.53%                
American States Water Co.     295,000       23,204,700  
American Water Works Co., Inc.     513,800       79,166,304  
              102,371,004  
                 
TOTAL COMMON STOCKS                
(Cost $2,220,390,841)             2,631,198,235  
                 
LIMITED PARTNERSHIPS 0.00%                
Oil, Gas & Consumable Fuels 0.00%                
Bastion Energy LLC (Anglo Dutch)(2)(3)(4)             0  
                 
TOTAL LIMITED PARTNERSHIPS                
(Cost $0)             0  
                 
MONEY MARKET FUNDS 3.77%                
Federated Treasury Obligations Money Market Fund, 0.154% (7-Day Yield)     85,208,738       85,208,738  
                 
TOTAL MONEY MARKET FUNDS                
(Cost $85,208,738)             85,208,738  

 

 
Semi-Annual Report | April 30, 2022 7

 

 

Reaves Utility Income Fund Statement of Investments
 

April 30, 2022 (Unaudited)

 

    SHARES     VALUE  
Oil, Gas & Consumable Fuels (continued)                
TOTAL INVESTMENTS - 120.26%                
(Cost $2,305,599,579)           $ 2,716,406,973  
                 
LEVERAGE FACILITY - (19.92%)             (450,000,000 )
                 
LIABILITIES IN EXCESS OF OTHER ASSETS - (0.34%)             (7,693,267 )
                 
NET ASSETS - 100.00%           $ 2,258,713,706  

 

(1) All securities are available as collateral for leverage provided by State Street Bank and Trust as of April 30, 2022. (See Note 5)
(2) Non-Income Producing Security.
(3) Restricted security. Investment represents a non-public partnership interest and is not unitized. (See Note 6)
(4) Level 3 Asset fair valued by management, pursuant to procedures approved by the Board of Trustees, using significant unobservable inputs. (See Note 1)

 

Common Abbreviations:

Co. - Company

Corp. - Corporation

Inc. - Incorporated

LLC - Limited Liability Company

Ltd. - Limited

 

See Notes to Financial Statements. 

 
8 www.utilityincomefund.com

 

 

Reaves Utility Income Fund Statement of Assets and Liabilities
 

April 30, 2022 (Unaudited)

 

ASSETS:        
Investments, at value (Cost $2,305,599,579)   $ 2,716,406,973  
Foreign currency, at value (Cost $70,418)     70,174  
Dividends receivable     2,198,259  
Interest receivable     11,488  
Receivable for shares sold     117,396  
Receivable for investments sold     197  
Other assets (Note 4)     177,297  
Total Assets     2,718,981,784  
         
LIABILITIES:        
Loan payable     450,000,000  
Payable for investments purchased     7,448,270  
Accrued investment advisory fees     1,322,783  
Accrued administration fees     1,219,188  
Accrued trustees' fees     48,269  
Accrued chief compliance officer fees     7,018  
Other payables and accrued expenses     222,550  
Total Liabilities     460,268,078  
Net Assets Applicable to Common Shareholders   $ 2,258,713,706  
         
COMPOSITION OF NET ASSETS ATTRIBUTABLE TO COMMON SHARES:        
Paid-in capital   $ 1,795,737,899  
Total distributable earnings     462,975,807  
Net Assets Applicable to Common Shareholders   $ 2,258,713,706  
         
Shares of common stock outstanding of no par value, unlimited shares authorized     68,525,646  
Net asset value per common share   $ 32.96  

 

See Notes to Financial Statements.

 
Semi-Annual Report | April 30, 2022 9

 

 

Reaves Utility Income Fund Statement of Operations
 

For the Six Months Ended April 30, 2022 (Unaudited)

 

INVESTMENT INCOME:      
Dividends (Net of foreign withholding taxes of $1,253,645)   $ 37,935,008  
Total Investment Income     37,935,008  
         
EXPENSES:        
Interest on loan     2,048,670  
Investment advisory fees     7,673,180  
Administration fees     3,534,279  
Chief compliance officer fees     20,018  
Trustees' fees     143,689  
Miscellaneous fees     185,797  
Total Expenses     13,605,633  
         
Net Investment Income     24,329,375  
         
Net realized gain/(loss) on:        
Investment securities     99,270,380  
Foreign currency transactions     (42,203 )
Change in unrealized appreciation/(depreciation) of:        
Investment securities     (56,024,648 )
Translation of assets and liabilities denominated in foreign currencies     (6,226 )
Net gain on investments and foreign currency transactions     43,197,303  
         
Net Increase in Net Assets Attributable to Common Shares from Operations   $ 67,526,678  

 

See Notes to Financial Statements.

 
10 www.utilityincomefund.com

 

 

Reaves Utility Income Fund Statement of Changes in Net Assets
 

 

    For the Six
Months Ended
April 30, 2022
(Unaudited)
    For the
Year Ended
October 31, 2021
 
COMMON SHAREHOLDER OPERATIONS:                
Net investment income   $ 24,329,375     $ 33,417,443  
Net realized gain     99,228,177       86,819,284  
Change in unrealized appreciation/(depreciation)     (56,030,874 )     129,586,653  
Net increase in net assets attributable to common shares from operations     67,526,678       249,823,380  
                 
DISTRIBUTIONS TO COMMON SHAREHOLDERS:                
Total amount of distributions     (76,768,162 )     (129,509,500 )
Net decrease in net assets from distributions to common shareholders     (76,768,162 )     (129,509,500 )
                 
CAPITAL SHARE TRANSACTIONS:                
Proceeds from common shares issued to shareholders from reinvestment of dividends     2,348,510       4,575,025  
Proceeds from sales of shares, net of offering costs (See Note 4)     107,554,077       373,409,491  
Net increase from capital share transactions     109,902,587       377,984,516  
                 
Net Increase in Net Assets Attributable to Common Shares     100,661,103       498,298,396  
                 
NET ASSETS ATTRIBUTABLE TO COMMON SHAREHOLDERS:                
Beginning of period   $ 2,158,052,603     $ 1,659,754,207  
End of period   $ 2,258,713,706     $ 2,158,052,603  

 

See Notes to Financial Statements.

 
Semi-Annual Report | April 30, 2022 11

 

 

Reaves Utility Income Fund Statement of Cash Flows
 

For the Six Months Ended April 30, 2022 (Unaudited)

 

CASH FLOWS FROM OPERATING ACTIVITIES:      
Net increase in net assets from operations   $ 67,526,678  
Adjustments to reconcile net increase in net assets from operations to net cash used in operating activities:        
Purchase of investment securities     (563,900,383 )
Proceeds from disposition of investment securities     562,481,873  
Net purchases of short-term investment securities     (62,193,240 )
Net realized (gain)/loss on:        
Investment securities     (99,270,380 )
Net change in unrealized (appreciation)/depreciation on:        
Investments     56,024,648  
(Increase)/Decrease in assets:        
Dividends receivable     344,394  
Interest receivable     (11,222 )
Other assets     (177,297 )
Increase/(Decrease) in liabilities:        
Interest payable on loan outstanding     (131,830 )
Accrued investment advisory fees     72,051  
Accrued administration fees     72,303  
Accrued trustees' fees     (30,811 )
Accrued chief compliance officer fees     518  
Accrued expenses for offering costs (See Note 4)     (138,621 )
Other payables and accrued expenses     18,280  
Net Cash Used in Operating Activities     (39,313,039 )
         
CASH FLOWS FROM FINANCING ACTIVITIES:        
Proceeds from sales of shares, net of offering costs     112,440,755.88  
Cash distributions paid on Common Shares     (74,419,652 )
Net Cash Provided by Financing Activities     38,021,104  
Effect of exchange rates on cash     (244 )
         
Net Decrease in cash     (1,292,179 )
Cash and foreign cash, beginning of year   $ 1,362,353  
Cash and foreign cash, end of year   $ 70,174  
         
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:        
Cash paid during the period for interest from bank borrowing   $ 2,180,500  
Non-cash financing activities not included herein consist of reinvestment of distributions of:     2,348,510  

 

See Notes to Financial Statements.

 
12 www.utilityincomefund.com

 

 

Page Intentionally Left Blank

 

 

Reaves Utility Income Fund

 

 

PER COMMON SHARE OPERATING PERFORMANCE:
Net asset value per share, beginning of year
INCOME/LOSS FROM INVESTMENT OPERATIONS:
Net investment income(1)
Net realized and unrealized gain/(loss)
Total income/(loss) from investment operations
 
DISTRIBUTIONS TO COMMON SHAREHOLDERS:
From net investment income
From net realized gains
Total distributions to common shareholders
Change due to rights offering
Common share offering costs charged to paid-in capital
Total distributions and offerings
 
Net asset value per common share, end of period
Market price per common share, end of period
 
Total Investment Return - Net Asset Value(4)
Total Investment Return - Market Price(4)
 
RATIOS AND SUPPLEMENTAL DATA
Net assets attributable to common shares, end of period (000s)
Ratio of expenses to average net assets attributable to common shares
 
Ratio of expenses excluding interest expense 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(7)

 

See Notes to Financial Statements.

 
14 www.utilityincomefund.com

 

 

Financial Highlights

 

 

For the Six
Months
Ended 4/30/22
(Unaudited)
    For the
Year Ended
10/31/21
    For the
Year Ended
10/31/20
    For the
Year Ended
10/31/19
    For the
Year Ended
10/31/18
    For the
Year Ended
10/31/17
 
$ 33.09     $ 30.77     $ 36.52     $ 31.74     $ 33.14     $ 32.53  
                                             
  0.36       0.57       0.65       0.65       0.84       1.00  
  0.65       3.95       (4.24 )     6.21       (0.25 )     3.87  
  1.01       4.52       (3.59 )     6.86       0.59       4.87  
                                             
  (1.14 )     (0.57 )     (0.85 )     (0.64 )     (0.83 )     (1.04 )
        (1.63 )     (1.31 )     (1.44 )     (1.16 )     (1.80 )
  (1.14 )     (2.20 )     (2.16 )     (2.08 )     (1.99 )     (2.84 )
                          (0.00 )(2)     (1.42 )(3)
  N/A       0.00 (2)     0.00 (2)     N/A       N/A       N/A  
  (1.14 )     (2.20 )     (2.16 )     (2.08 )     (1.99 )     (4.26 )
                                             
$ 32.96     $ 33.09     $ 30.77     $ 36.52     $ 31.74     $ 33.14  
$ 33.26     $ 33.96     $ 31.45     $ 37.09     $ 30.36     $ 31.02  
                                             
  3.07 %(5)     14.92 %     (9.89 )%     22.38 %     2.39 %     11.04 %
  1.34 %(5)     15.39 %     (9.32 )%     29.94 %     4.63 %     12.70 %
                                             
$ 2,258,714     $ 2,158,053     $ 1,659,754     $ 1,779,985     $ 1,544,961     $ 1,612,865  
  1.22 %(6)     1.23 %     1.50 %     2.06 %     1.90 %     1.66 %
                                             
  1.04 %(6)     1.05 %     1.09 %     1.17 %     1.10 %     1.09 %
                                             
  2.18 %(6)     1.70 %     2.00 %     1.93 %     2.62 %     2.97 %
  21 %(5)     20 %     38 %     22 %     24 %     15 %
                                             
$ 450,000     $ 450,000     $ 345,000     $ 445,000     $ 445,000     $ 320,000  
$ 6,019     $ 5,796     $ 5,811     $ 5,000     $ 4,472     $ 6,040  

 

See Notes to Financial Statements.

 
Semi-Annual Report | April 30, 2022 15

 

 

Reaves Utility Income Fund Financial Highlights
 

 

(1) Calculated using average common shares outstanding.
(2) Less than $(0.005).
(3) Effect of rights offerings for common shares at a price below market price.
(4) Total investment return is calculated assuming a purchase of a common share at the opening on the first day and a sale at closing on the last day of each period reported. Total investment return excludes any sales charges. Dividends and distributions, if any, are assumed for purposes of this calculation to be reinvested at prices obtained under the Fund’s dividend reinvestment plan.
(5) 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 Notes to Financial Statements.

 
16 www.utilityincomefund.com

 

 

Reaves Utility Income Fund Notes to Financial Statements
 

April 30, 2022 (Unaudited)

 

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.

 

Securities, for which market quotations or valuations are not available, are valued at fair value in good faith by or at the direction of the Board. When applicable, fair value of an investment is determined by the Fund’s Fair Valuation Committee as a designee of the Board. 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 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.

 

 
Semi-Annual Report | April 30, 2022 17

 

 

Reaves Utility Income Fund Notes to Financial Statements
 

April 30, 2022 (Unaudited)

 

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.

 

 
18 www.utilityincomefund.com

 

 

Reaves Utility Income Fund Notes to Financial Statements
 

April 30, 2022 (Unaudited)

 

The following is a summary of the Fund’s investments in the fair value hierarchy as of April 30, 2022:

 

    Valuation Inputs          
Investments in Securities at Value*   Level 1     Level 2     Level 3     Total  
Common Stocks   $ 2,631,198,235     $     $     $ 2,631,198,235  
Limited Partnerships                        
Money Market Funds     85,208,738                   85,208,738  
Total   $ 2,716,406,973     $     $     $ 2,716,406,973  

 

* See Statement of Investments for industry classifications.

 

The following is a reconciliation of assets in which significant unobservable inputs (Level 3) were used in determining fair value:

 

Asset Type   Balance as of
October 31,
2021
    Realized
Gain/(Loss)
    Change in
Unrealized
Appreciation/
Depreciation
    Purchases     Sales
Proceeds
    Transfer in
and/or (out)
of Level 3
    Balance as of
April 30, 2022
    Net change
in unrealized
appreciation/
(depreciation)
included in the
Statements of
Operations
attributable
to Level 3
investments held at
April 30, 2022
 
Limited Partnerships   $     $     $     $     $     $     $     $  
Total   $     $     $     $     $     $     $     $  

 

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. As of and during the six months ended April 30, 2022, the Fund had no outstanding forward foreign currency contracts.

 

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 dividend rate may be modified by the Board of Trustees 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 first-in first-out basis for both financial reporting and income tax purposes.

 

 
Semi-Annual Report | April 30, 2022 19

 

 

Reaves Utility Income Fund Notes to Financial Statements
 

April 30, 2022 (Unaudited)

 

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

 

Market Disruption and Geopolitical Risk. The value of 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. The increasing interconnectivity between global economies and financial markets increases the likelihood that events or conditions in one region or financial market may adversely impact issuers in a different country, region or financial market. 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 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), terrorism, 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. 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, particularly if a health emergency or other similar event, persists for an extended period of time. Such events could impact 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, other activities on behalf the Fund.

 

 
20 www.utilityincomefund.com

 

 

Reaves Utility Income Fund Notes to Financial Statements

 

April 30, 2022 (Unaudited)

 

COVID-19 Risk. The outbreak of the novel coronavirus that causes the respiratory disease COVID-19, (the “Coronavirus”) outbreak, began in late 2019. The Coronavirus subsequently spread globally in early 2020. The impact of the outbreak has evolved during the Fund’s fiscal year and continues to change. The virus has impacted the U.S and countries throughout the world, resulting in travel restrictions, quarantines, and significant portions of the population working from home, temporary or permanent layoffs, and adverse economic impacts on many industries. There have been fluctuations of consumer demand in certain sectors, disruptions in supply chains and economic output, and other adverse economic impacts of the Coronavirus. Further developments could result in additional disruptions and uncertainty and could generally have significant impacts on economies and financial markets and could impact the value and performance of the Fund.

 

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 six months ended April 30, 2022, 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 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.

 

 
Semi-Annual Report | April 30, 2022 21

 

 

Reaves Utility Income Fund Notes to Financial Statements
 

April 30, 2022 (Unaudited)

 

The amounts and characteristics of tax basis distributions and composition of distributable earnings/(accumulated losses) are finalized at fiscal year-end and are not available for the six months ended April 30, 2022.

 

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

 

    For the
Year Ended
October 31, 2021
 
Distributions paid from:        
Ordinary Income   $ 49,217,155  
Long-Term Capital Gain     80,292,345  
Total   $ 129,509,500  

 

As of April 30, 2022, net unrealized appreciation/depreciation of investments based on federal tax cost were as follows:

 

Gross appreciation (excess of value over tax cost)   $ 476,091,127  
Gross depreciation (excess of tax cost over value)     (66,041,040 )
Net unrealized appreciation     410,050,087  
Cost of investments for income tax purposes   $ 2,306,356,886  

 

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 November 4, 2019, as allowed by the Shelf Registration Statement, the Fund entered into a distribution agreement with ALPS Distributors, Inc. (“ADI”), an affiliate of ALPS, pursuant to which the Fund could offer and sell up to 5,500,000 of the Fund’s Common Shares, from time to time through ADI. On October 6, 2020, the Fund and ADI amended the agreement, pursuant to which the Fund may offer and sell up to 6,147,291 of the Fund’s Common Shares, representing 647,291 shares from the original agreement, plus an additional 5,500,000 shares, for a total of 11,000,000 shares. On June 21, 2021, the Fund and ADI amended the Distribution Agreement, pursuant to which the Fund may offer and sell up to 17,000,000 of the Fund’s Common Shares, representing 11,000,000 shares from the current agreement, plus an additional 6,000,000 shares. During the six months ended April 30, 2022, 3,243,399 common shares were sold totaling $107,613,921, net of offering costs of $138,621. Under the agreement, ADI was paid $217,846 for the shares sold.

 

 
22 www.utilityincomefund.com

 

 

Reaves Utility Income Fund Notes to Financial Statements
 

April 30, 2022 (Unaudited)

 

Transactions in common shares were as follows:

 

    For the
Six Months Ended
April 30, 2022
    For the
Year Ended
October 31, 2021
 
Common Shares outstanding - beginning of period     65,211,164       53,936,356  
Common Shares issued from sale of shares     3,243,399       11,135,737  
Common Shares issued as reinvestment of dividends     71,083       139,071  
Common Shares outstanding - end of period     68,525,646       65,211,164  

 

5. BORROWINGS

 

On December 8, 2016, the Fund entered into a Credit Agreement with Pershing LLC. Under the terms of the Amended Credit Agreement, the Fund is allowed to borrow up to $455,000,000. Interest is charged at a rate of the one month LIBOR (“London Interbank Offered Rate”) plus 0.80%. Effective June 20, 2021, the interest rate charged under the Amended Credit Agreement changed from LIBOR plus 0.80% to OBFR (Overnight Bank Funding Rate) plus 0.80%. Borrowings under the Credit Agreement are secured by assets of the Fund that are held by the Fund’s custodian in a separate account (the “pledged collateral”). Borrowing commenced under the terms of the Credit Agreement on December 13, 2016.

 

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. 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 separate account (the “pledged collateral”). Borrowing commenced under the terms of the Credit Agreement on April 27, 2022. The Credit Agreement with State Street Bank and Trust Company replaced the credit facility previously in place with Pershing LLC.

 

For the six months ended April 30, 2022, the average amount borrowed under the Credit Agreement was $394,602,740, at an average rate of 0.90%. As of April 30, 2022, the amount of outstanding borrowings was $450,000,000, the interest rate was 0.87% and the fair value of pledged collateral was $1,483,127,355.

 

6. RESTRICTED SECURITIES

 

As of April 30, 2022, investments in securities included issues that are considered restricted. Restricted securities are often purchased in private placement transactions, are not registered under the Securities Act of 1933, may have contractual restrictions on resale, and may be valued under methods approved by the Board of Trustees as reflecting fair value.

 

Restricted securities as of April 30, 2022 were as follows:

 

Description   Acquisition Date   Cost     Value     Market Value
as Percentage
of Net Assets
 
Bastion Energy LLC (Anglo Dutch)   7/30/2015   $     $       0.00 %
TOTAL       $     $       0.00 %

 

 
Semi-Annual Report | April 30, 2022 23

 

 

Reaves Utility Income Fund Notes to Financial Statements
 

April 30, 2022 (Unaudited)

 

7. PORTFOLIO SECURITIES

 

Purchases and sales of investment securities, other than short-term securities, for the six months ended April 30, 2022, aggregated $565,889,935 and $562,422,801, respectively.

 

8. MANAGEMENT FEES, ADMINISTRATION FEES AND OTHER TRANSACTIONS WITH AFFILIATES

 

Reaves Asset Management (“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% based on the Fund’s average daily total assets, computed daily and payable monthly. Effective May 11, 2021, the advisory fee schedule will be as follows: 0.575% annually on assets up to $2.5 billion and 0.525% annual on assets over $2.5 billion.

 

ALPS Fund Services, Inc. (“ALPS”) serves as the Fund’s administrator pursuant to an Administration, Bookkeeping and Pricing Services Agreement (the “Administration Agreement”) with the Fund. As compensation for its services to the Fund, ALPS receives an annual administration fee based on the Fund’s average daily total assets, computed daily and payable monthly. ALPS will pay all expenses in connection with the performance of its services under the Administration Agreement, with the exception of advisory fees, trustees’ fees, portfolio transaction expenses, litigation expenses, tax, cost of preferred shares, expenses of conducting repurchase offers for the purpose of repurchasing fund shares, the printing and distribution cost incurred to comply with the terms of the Fund’s 19(b) exemptive relief granted on July 14, 2011, certain expenses related to regulatory filings and extraordinary expenses.

 

For the six months ended April 30, 2022, Trustees who are not affiliated with the Adviser received compensation of $172,085 from the Fund which is shown in the Statement of Operations, $48,269 of which was payable as of April 30, 2022.

 

Pursuant to the Chief Compliance Officer Services Agreement, the Fund has agreed to pay ALPS for providing Chief Compliance Officer services to the Fund an annual fee payable in monthly installments.

 

Both Reaves and ALPS are considered affiliates of the Fund as defined under the 1940 Act.

 

9. 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.

 

 
24 www.utilityincomefund.com

 

 

Reaves Utility Income Fund Notes to Financial Statements
 

April 30, 2022 (Unaudited)

 

10. SUBSEQUENT EVENT

 

The Fund has entered into a distribution agreement, dated November 14, 2019, with the Distributor, as amended by Amendment No. 1 thereto, dated October 6, 2020, Amendment No. 2 thereto, dated June 21, 2021 and Amendment No. 3 thereto, dated November 22, 2021 (collectively, the “Distribution Agreement”) relating to the Fund’s common shares of beneficial interest, no par value (the “Common Shares”). In accordance with the terms of the Distribution Agreement, the Fund may offer and sell up to 23,000,000 of the Fund’s Common Shares, from time to time through the Distributor for the offer and sale of the Common Shares.

 

 
Semi-Annual Report | April 30, 2022 25

 

 

Reaves Utility Income Fund Additional Information
 

April 30, 2022 (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, non-participants 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 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.

 

 
26 www.utilityincomefund.com

 

 

Reaves Utility Income Fund Additional Information
 

April 30, 2022 (Unaudited)

 

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.

 

APPROVAL OF INVESTMENT ADVISORY AGREEMENT

 

At the March 11, 2022 meeting of the Board of the Fund (the “Meeting”), the Board, including those Trustees who are not “interested Trustees” of the Fund, as that term is defined in the 1940 Act (the “Independent Trustees”), approved W.H. Reaves & Co. Inc. (the “Adviser” or “Reaves”) to serve as the Fund’s investment adviser and approved the investment advisory agreement between Reaves and the Fund (the “Advisory Agreement”), upon the terms and conditions set forth therein, for an additional one-year term. In connection with considering the approval of the Advisory Agreement, the Independent Trustees met in executive session with independent counsel, who provided assistance and advice.

 

 
Semi-Annual Report | April 30, 2022 27

 

 

Reaves Utility Income Fund Additional Information
 

April 30, 2022 (Unaudited)

 

Although not meant to be all-inclusive, the following discussion summarizes the factors considered and conclusions reached by the Trustees in the executive session and at the Meeting in determining to approve the Advisory Agreement.

 

Nature, extent, and quality of services. The Trustees considered the nature, extent, and quality of the services provided to the Fund by the Adviser. In evaluating the quality of the Adviser’s services, the Trustees noted the various complexities involved in the operations of the Fund, such as the use of leverage, and an increasingly complex environment. The Trustees also considered the Fund’s investment performance and took into account its evaluation of the quality of the Adviser’s compliance program. The Trustees also considered the qualifications, experience, and capability of the Adviser’s management team and other personnel and the extent of care with which the Adviser performs its duties and obligations. The Trustees also considered information from the Adviser regarding the overall financial strength of the Adviser and considered the resources and staffing in place with respect to the services provided to the Fund. In light of the foregoing, the Trustees concluded that it was generally satisfied with the nature, extent, and quality of the services provided to the Fund by the Adviser.

 

Performance of the Fund and the Adviser. The Trustees reviewed the Fund’s investment performance over time and compared that performance to other funds in its peer group. In making its comparisons, the Trustees utilized a report from an independent provider of investment company data (the “Data Provider”). As reported by the Data Provider, the Fund’s net total return (annualized) ranked 9th, 7th, 4th, 5th, 5th, and 3rd for the 1-, 2-, 3-, 4-, 5- and 10-year periods ended December 31, 2021, respectively, among the performance universe consisting of the Fund and all leveraged closed-end utility funds, regardless of asset size. The Trustees noted that the Fund underperformed the Lipper Closed-End Sector Equity Fund Index for all periods.

 

Costs of services and profits realized. The Trustees considered the reasonableness of the compensation paid to the Adviser, in both absolute and comparative terms, and also the profits realized by the Adviser from its relationship with the Fund. To facilitate this analysis, the Trustees retained the Data Provider to furnish a report comparing the Fund’s management fee (defined as the sum of the advisory fee and administration fee) and other expenses to the similar expenses of other comparable funds selected by the Data Provider (the “the Data Provider expense group”). The Trustees reviewed, among other things, information provided by the Data Provider comparing the Fund’s contractual management fee rate (at common asset levels) and actual management fee rate (reflecting fee waivers, if any) as a percentage of total assets and as a percentage of assets attributable to common stock to other funds in its Data Provider expense group. Based on the data provided on management fee rates, the Trustees noted that: (i) the Fund’s contractual management fee rate was equal to the median of its Data Provider expense group; and (ii) the actual management fee rate was lower than the median of its Data Provider expense group both on the basis of assets attributable to common shares and on a total asset basis.

 

The Adviser also furnished the Trustees with copies of its financial statements and other information regarding its expenses in providing services to the Fund. In reviewing those financial statements and other materials, the Trustees examined the profitability to the Adviser.

 

 
28 www.utilityincomefund.com

 

 

Reaves Utility Income Fund Additional Information
 

April 30, 2022 (Unaudited)

 

Economies of scale. The Trustees noted that there were no fee breakpoints in the Advisory Agreement and that any increases in the Fund’s assets are primarily attributable to market appreciation, dividend reinvestments, rights offerings, and the ATM program.

 

Comparison with other advisory contracts. The Trustees also received comparative information from the Adviser with respect to its standard fee schedule for investment advisory clients other than the Fund. The Trustees noted that, among all accounts managed by the Adviser, the Fund’s advisory fee rate is comparable to the Adviser’s standard fee schedule. However, the Trustees noted that the services provided by the Adviser to the Fund are more extensive and demanding than the services provided by the Adviser to its non-investment company, institutional accounts and to those investment company accounts for which the Adviser serves only in a sub-advisory capacity. Furthermore, the Trustees considered, based on the Adviser’s representation, that many of the Adviser’s other clients would not be considered “like accounts” of the Fund because these accounts are not of similar size and do not have the same investment objectives as, or possess other characteristics similar to, the Fund.

 

Indirect benefits. The Trustees considered indirect benefits to the Adviser from its relationship to the Fund, including increased visibility among its institutional asset manager peer group and “sell side” research obtained from broker-dealers that execute trades for the Fund.

 

Based upon its evaluation of all material factors, including the foregoing, and assisted by the advice of independent legal counsel, the Trustees concluded that the level of fees paid to the Adviser was fair and reasonable in light of the usual and customary charges for such services, and that the continued retention of the Adviser as investment adviser to the Fund was in the best interests of the Fund and its shareholders.

 

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.

 

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.

 

 
Semi-Annual Report | April 30, 2022 29

 

 

Reaves Utility Income Fund Additional Information
 

April 30, 2022 (Unaudited)

 

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.

 

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 year ended April 30, 2022
  % Breakdown of the
Total Cumulative Distributions
for the year ended April 30, 2022
    Net
Investment
Income
  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
 
Reaves Utility Income Fund   $ 0.34508   $ 0.79492     $ 0.00000     $ 1.14000     30.27%     69.73 %     0.00 %     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.

 

 
30 www.utilityincomefund.com

 

 

Reaves Utility Income Fund Additional Information
 

April 30, 2022 (Unaudited)

 

ANNUAL MEETING OF SHAREHOLDERS

 

On April 5, 2022, the Annual Meeting of Shareholders of the Fund was held to elect one Trustee. On February 1, 2022, the record date for the meeting, the Fund had 67,727,944 outstanding common shares. The votes cast at the meeting were as follows:

 

Proposal 1 – Proposal to elect one Trustee:

 

Election of Jeremy W. Deems as Trustee of the Fund:

 

  Shares Voted % Voted
Affirmative 47,734,271.304 97.553%
Withheld 1,197,532.000 2.447%
TOTAL 48,931,803.304 100.000%

 

 
Semi-Annual Report | April 30, 2022 31

 

 

Reaves Utility Income Fund Privacy Policy
 

April 30, 2022 (Unaudited)

 

The Fund is committed to ensuring your financial privacy. This notice is being sent to comply with privacy regulations of the Securities and Exchange Commission. The Fund has in effect the following policy with respect to nonpublic personal information about its customers:

 

Only such information received from you, through application forms or otherwise, and information about your Fund transactions will be collected.

 

None of such information about you (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 of such information.

 

For more information about the Fund’s privacy policies call (800) 644-5571 (toll-free).

 

 
32 www.utilityincomefund.com

 

 

 

 

(b) Not applicable.

 

Item 2. Code of Ethics.

 

Not applicable to this report.

 

Item 3. Audit Committee Financial Expert.

 

Not applicable to this report.

 

Item 4. Principal Accountant Fees and Services.

 

Not applicable to this report.

 

Item 5. Audit Committee of Listed Registrants.

 

Not applicable to this report.

 

Item 6. Investments.

 

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

 

(b) Not applicable to the registrant.

 

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

 

Not applicable.

 

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

 

(a) Not applicable to this report.

 

(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)(15) 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 Investment Company Act of 1940, as amended), 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.

 

(a) Not applicable.
(b) Not applicable.

 

Item 13. Exhibits.

 

(a)(1) Not applicable to semi-annual report.

 

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

 

(3) None.

 

(4) None.

 

(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).

 

 

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 (Jay) Rhame III  
  Joseph (Jay) Rhame III  
  President (Principal Executive Officer)  
     
Date: July 8, 2022  

 

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 (Jay) Rhame III  
  Joseph (Jay) Rhame III  
  President (Principal Executive Officer)  
     
Date: July 8, 2022  

 

By: /s/ Jennell Panella  
  Jennell Panella  
  Treasurer (Principal Financial Officer)  
     
Date: July 8, 2022  
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