SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of
September 19, 2022 (September 19, 2022)
Date of Report (Date of earliest event reported)
Reaves Utility Income Fund
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation)
(Commission File Number)
(IRS Employer Identification No.)
1700 Broadway, Suite 1230
(Address of principal
|(Registrant's telephone number, including area
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions (see General Instruction A.2.
||Written communications pursuant to Rule 425 under
the Securities Act (17 CFR 230.425)
||Soliciting material pursuant to Rule 14a-12 under
the Exchange Act (17 CFR 240.14a-12)
||Pre-commencement communications pursuant to Rule
14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
||Pre-commencement communications pursuant to Rule
13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Title of each
Name of each exchange on which
Shares of Beneficial Interest
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933
(§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange
Act of 1934 (§240.12b-2 of this chapter).
[ ] Emerging growth company
an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period
for complying with new or revised financial accounting standards
provided pursuant to Section 13(a) of the Exchange Act.
Item 1.01 - Entry into a Material Definitive Agreement
New Distribution and Sub-Placement Agent Agreements
Reaves Utility Income Fund (NYSE American: UTG) (the “Fund”) has
entered into a distribution agreement (the “Distribution
Agreement”), dated September 19, 2022, with Paralel Distributors
LLC (“Paralel Distributors”), pursuant to which the Fund may offer
and sell up to 8,000,000 common shares of beneficial interest, no
par value (“Common Shares”), from time to time through Paralel
Distributors in transactions deemed to be “at the market” as
defined in Rule 415 under the Securities Act of 1933, as amended
The Offering is being made pursuant a prospectus supplement, dated
November 24, 2021 and the accompanying prospectus, also dated
November 24, 2021, each of which constitute part of the Fund’s
effective shelf registration statement on Form N-2 (File No.
333-261328) previously filed with the Securities and Exchange
Commission (the “Registration Statement”). Under the Investment
Company Act of 1940, as amended, the Fund may not sell any Common
Shares at a price below the current net asset value of such common
shares, exclusive of any distributing commission or discount.
Under the Distribution Agreement, Paralel Distributors may enter
into sub-placement agent agreements with one or more selected
dealers. Paralel Distributors has entered into a sub-placement
agent agreement, dated September 19, 2022 (the “Sub-Placement Agent
Agreement”), with UBS Securities LLC (“UBS”) relating to the Common
Shares to be offered under the Distribution Agreement.
Pursuant to the Distribution Agreement, the Fund will compensate
Paralel Distributors with respect to sales of Common Shares at a
commission rate of 1.00% of the gross proceeds of the sale of
Common Shares. Out of this commission, under the Sub-Placement
Agent Agreement, Paralel Distributors will compensate UBS at a rate
of up to 0.80% of the gross sales proceeds of the sale of the
Common Shares sold by UBS.
The Distribution Agreement replaces the materially similar
distribution agreement between the Fund and ALPS Distributors, Inc.
(“ADI”), dated November 14, 2019, as amended on October 6, 2020,
June 21, 2021 and November 22, 2021 (collectively, the “Prior ADI
Agreement”). The Distribution Agreement and Prior ADI Agreement
contain materially similar terms except for the parties to the
agreements, number of Common Shares offered for sale and effective
date. The Sub-Placement Agent Agreement replaces the materially
similar sub-placement agent agreement between ADI and UBS, dated
November 14, 2019, as amended on August 12, 2020, October 6, 2020,
June 21, 2021 and November 22, 2021 (“Prior SPA Agreement”). The
Sub-Placement Agent Agreement and Prior SPA Agreement contain
materially similar terms except for the parties to the agreements,
number of Common Shares offered for sale, and effective date.
Under the Prior ADI Agreement and Prior SPA Agreement, the Fund
could offer and sell up to 23,000,000 Common Shares from time to
time through ADI and UBS, respectively. From the date of the
commencement of the Offering, November 24, 2021, through September
16, 2022, 5,077,802 Common Shares have been sold through ADI and
UBS in the Offering. From November 14, 2019 through September 16,
2022, 22,026,485 Common Shares have been sold through ADI and UBS
in aggregate in the Offering and a prior “at the market” offering.
Each of the Prior ADI Agreement and Prior SPA Agreement are
terminated effective September 19, 2022.
Paralel Distributors’ principal business address is 1700 Broadway,
Suite 1230, Denver, Colorado 80290, which, beginning September 19,
2022, is also the address at which shareholders may request a free
copy of the prospectus supplement, accompanying prospectus,
statement of additional information, or the Fund’s annual and
The foregoing descriptions of the Distribution Agreement and the
Sub-Placement Agent Agreement do not purport to be complete and are
qualified in their entirety by reference to the full text of the
Distribution Agreement filed with this report as Exhibit 1.1 and
incorporated herein by reference, and the full text of the
Sub-Placement Agent Agreement filed with this report as Exhibit 1.2
and incorporated herein by reference.
New Administration and Accounting Agreement
The Fund has entered into a new administration and fund accounting
agreement (the “Paralel Agreement”) with Paralel Technologies LLC
(“Paralel”) pursuant to which Paralel will begin serving as the
Fund’s administrator effective September 19, 2022. Paralel will
replace the Fund’s current administrator, ALPS Fund Services, Inc.
(“ALPS”), effective September 19, 2022. Paralel’s principal
business address is 1700 Broadway, Suite 1230, Denver, Colorado
80290 and is the parent company of Paralel Distributors.
The Paralel Agreement is materially similar to the Fund’s
administration and fund accounting agreement with ALPS (the “ALPS
Administration Agreement”), except with respect to the fees,
effective date, parties to the agreements, and certain marketing
services provided. Pursuant to the Paralel Agreement, Paralel will
provide the Fund with fund accounting, tax, fund administration,
and compliance services, providing the Fund with certain executive
officers, and generally managing the business affairs of the Fund.
These services are materially similar to those provided by ALPS
under the ALPS Administration Agreement, except that in addition to
those listed above, Paralel (itself or through its affiliates) also
agrees to provide secondary market support to the Fund up to a
specified amount in the Paralel Agreement .
The Paralel Agreement provides that from its fees earned, Paralel
will pay all expenses incurred by the Fund with the exception of
advisory fees; taxes and governmental fees; expenses related to
portfolio transactions and management of the portfolio; expenses
associated with secondary offerings of shares; trustee fees and
expenses; expenses associated with tender offers and other share
repurchases; and other extraordinary expenses. For these services,
Paralel is entitled to receive a monthly fee at the annual rate of
0.15% on the first $2 billion of the average daily total assets of
the Fund and 0.10% on any amount in excess of $2 billion of the
average daily total assets of the Fund. Under the ALPS
Administration Agreement, for its services, ALPS was entitled to
receive a monthly fee at the annual rate of 0.265% on the first
$2.5 billion of the average daily total assets of the Fund and
0.240% on any amount in excess of $2.5 billion of the average daily
total assets of the Fund. From its fees, ALPS paid all expenses
incurred by the Fund, except for certain exceptions that are
materially similar to those described above under the Paralel
Agreement. The ALPS Administration Agreement is terminated
effective September 19, 2022.
The foregoing description of the Paralel Agreement does not purport
to be complete and is qualified in its entirety by reference to the
full text of the Paralel Agreement filed with this report as
Exhibit 1.3 and incorporated herein by reference.
Item 1.02 - Termination of a Material Definitive
The relevant information relating to the termination of the Prior
ADI Agreement, Prior SPA Agreement, and ALPS Administration
Agreement found in Item 1.01 above is hereby incorporated by
reference into this Item 1.02.
Item 5.02 Departure of Certain Officers; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
The Board of Trustees have appointed Jill Kerschen, Christopher
Moore, and Bradley Swenson to serve as Treasurer, Secretary, and
Chief Compliance Officer, respectively, of the Fund effective as of
September 19, 2022. Each officer appointed are employees of Paralel
and/or its affiliates. The Paralel officer appointments were made
in connection with the resignations of Jennell Panell, Sareena
Khwaja-Dixon, and Ted Uhl, the Fund’s prior Treasurer, Secretary,
and Chief Compliance Officer, respectively, that were tendered in
connection to the termination of ALPS as the Fund’s administrator,
as described in Item 1.01 above.
Ms. Kerschen, born in 1975, joined Paralel in 2021 and currently
serves as Director of Fund Administration. Prior to joining
Paralel, Ms. Kerschen was Vice President at ALPS Advisors, Inc.
from 2019 to 2021, and served as Vice President and Fund Controller
at ALPS Fund Services, Inc. from 2013 to 2019. Ms. Kerschen also
has served as the Treasurer and Vice President of the SRH Total
Return Fund, Inc. since 2021.
Mr. Moore, born in 1984, serves as the General Counsel and Chief
Compliance Officer of Paralel and Paralel Advisors LLC, and General
Counsel of Paralel Distributors since 2021. Mr. Moore served as
Deputy General Counsel and Legal Operations Manager of RiverNorth
Capital Management, LLC from 2020 to 2021; VP and Senior Counsel of
ALPS Fund Services, Inc. from 2016 to 2020; and associate at
Thompson Hine LLP from 2013 to 2016. Mr. Moore previously obtained
his CPA at Ernst & Young from 2007 to 2009. Mr. Moore also has
served as the Secretary, Chief Compliance Officer and Vice
President of the SRH Total Return Fund, Inc. since 2021.
Mr. Swenson, born in 1972, serves as Director of Compliance Services of Paralel, and President
and Chief Compliance Officer of Paralel Distributors since 2022.
Mr. Swenson also served as President of TruePeak Consulting, LLC
from 2021 to present; and President from 2019 to 2021 and Chief
Operating Officer from 2015 to 2021 of ALPS and ADI, respectively.
Mr. Swenson also has served as the Chief Compliance Officer of
Cullen Funds Trust since 2022.
Officers of the Fund who are employed by Paralel or Paralel
Distributors receive no compensation from the Fund. No officer
employed by Paralel or Paralel Distributors owns any shares of the
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned hereunto duly authorized.
|Date: September 19, 2022
||Joseph Rhame III
Reaves Utility Income (AMEX:UTG)
Graphique Historique de l'Action
De Déc 2022 à Jan 2023
Reaves Utility Income (AMEX:UTG)
Graphique Historique de l'Action
De Jan 2022 à Jan 2023