UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

~~February 6~~March 12, 2024 (~~February~~March 67, 2024)

Date of Report (Date of earliest event reported)

Reaves Utility Income Fund

(Exact name of registrant as specified in its charter)

Delaware

811-21432

20-0223928

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

1700 Broadway, Suite 1850

Denver, CO

80290

(Address of principal

executive offices)

(Zip Code)

800-644-5571

(Registrant's telephone number, including area code)

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. below):

	☐	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 class		Trading Symbol(s)		Name of each exchange on which registered
Common Shares of Beneficial Interest		UTG		NYSE American

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

If 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 4.01 -– ~~Entry~~Changes ~~into~~in aRegistrant’s ~~Material~~Certifying ~~Definitive Agreement~~Accountant.

~~Amendments~~On March 7, 2024, the Audit Committee (the "Audit Committee") of the Board of Trustees (the "Board") of Reaves Utility Income Fund (the "Fund"), and the Board each voted to select Cohen & Company Ltd. (“Cohen”) as the ~~Distribution~~Fund’s independent registered public accounting firm for the fiscal year ending October 31, 2024. During the two most recent fiscal years ending October 31, 2022 and ~~Sub-Placement~~2023, ~~Agent~~and ~~Agreements~~the subsequent interim period through March 7, 2024, neither the Fund nor anyone on its behalf consulted with Cohen regarding (1) the application of accounting principles to a specified transaction, either completed or proposed; or the type of audit opinion that might be rendered on the Fund’s financial statements, and neither a written report nor oral advice was provided that Cohen concluded was an important factor considered by the Fund in reaching a decision as to the accounting, auditing or financial reporting issue; or (2) any matter that was either the subject of a “disagreement” or a “reportable event” as such terms are defined in Items 304(a)(1)(iv) and 304(a)(1)(v), respectively, of Regulation S-K.

~~On February 6, 2024, Reaves Utility Income Fund (NYSE~~In ~~American:~~connection ~~UTG)~~with (the “Fund”)’s ~~amended~~engagement ~~(the~~of ~~“Distribution~~Cohen, ~~Agreement Amendment”) its distribution agreement (~~the ~~“Distribution Agreement”),~~Fund’s ~~originally~~previous ~~entered~~independent ~~into~~registered onpublic ~~September~~accounting 19firm, ~~2022,~~Deloitte & ~~with~~Touche ~~Paralel~~LLP ~~Distributors LLC~~ (~~“Paralel Distributors”~~"Deloitte")~~. The~~, ~~Distribution~~was ~~Agreement~~not ~~Amendment~~reengaged ~~revised~~for the ~~terms~~upcoming offiscal ~~the~~year-ending ~~Distribution~~October ~~Agreement~~31, to2024. ~~increase~~The ~~the~~reports ~~maximum number~~ of ~~common shares of~~Deloitte ~~beneficial~~on ~~interest,~~the noFund’s ~~par~~financial ~~value~~statements ~~(“Common~~as ~~Shares”),~~of ~~that may be offered~~ and ~~sold~~for by the ~~Fund~~fiscal ~~from~~years ~~time~~ended toOctober ~~time~~31, ~~through~~2022 ~~Paralel Distributors~~and in2023 ~~transactions~~did ~~deemed~~not tocontain bean ~~“at-the-market”~~adverse asopinion or ~~defined~~disclaimer inof ~~Rule~~opinion, ~~415~~and ~~under~~such ~~the~~reports ~~Securities~~were ~~Act~~not ofqualified ~~1933,~~or modified as ~~amended, from 8,000,000~~ to 16uncertainty,~~065,000~~ ~~Common~~audit ~~Shares~~scope ~~(the~~or ~~“Offering”)~~accounting principles.

~~The~~ During ~~Offering~~the isfiscal ~~made~~years ~~pursuant~~ended aOctober ~~prospectus supplement~~31, ~~dated~~ ~~February~~2022 6and 2023, ~~2024~~ and the ~~accompanying~~subsequent ~~prospectus,~~interim ~~dated~~period ~~November~~through 24March 7, ~~2021~~2024, ~~each~~there ofwere ~~which~~no ~~constitute~~disagreements between ~~part of~~ the Fund’s ~~effective shelf~~and ~~registration~~Deloitte ~~statement~~ on ~~Form~~any ~~N-2~~matter ~~(File~~of ~~No.~~accounting ~~333-261328)~~principles ~~previously~~or ~~filed~~practices, ~~with~~financial ~~the~~statement ~~Securities~~disclosure, ~~and~~or ~~Exchange~~auditing ~~Commission~~scope or ~~(the~~procedure, ~~“Registration Statement”).~~which ~~Under~~disagreements, ~~the~~if ~~Investment~~not ~~Company~~resolved ~~Act~~to the satisfaction of ~~1940~~Deloitte, aswould ~~amended,~~have ~~the~~caused ~~Fund~~Deloitte ~~may~~to ~~not~~make ~~sell~~reference ~~any~~to ~~Common~~the subject ~~Shares~~matter atof athe ~~price~~disagreements ~~below~~in ~~the current~~their ~~net~~reports ~~asset~~on ~~value~~the offinancial statements for such ~~common~~years. ~~shares~~During the same periods, ~~exclusive~~there ofwere no ~~any~~“reportable ~~distributing~~events” ~~commission~~as ordefined ~~discount~~in Item 304(a)(1)(v) of Regulation S-K.

~~Under~~ In ~~the~~accordance ~~Distribution~~with ~~Agreement~~Item 304(a)(3) of Regulation S-K, ~~Paralel~~on ~~Distributors may~~March ~~enter~~11, ~~into~~2024, ~~sub-placement~~the ~~agent~~Fund ~~agreements~~provided Deloitte with ~~one~~a orcopy ~~more~~of ~~selected~~this ~~dealers.~~Current ~~Paralel~~Report on ~~Distributors~~Form ~~had~~8-K ~~entered~~prior ~~into~~to afiling ~~sub-placement agent~~this ~~agreement,~~report ~~originally~~with ~~dated~~the ~~September~~Securities ~~19,~~and ~~2022~~Exchange Commission (the “~~Sub-Placement Agent Agreement~~SEC”),. ~~with~~The ~~UBS~~Fund ~~Securities~~has ~~LLC,~~requested ~~relating~~that toDeloitte ~~the~~furnish ~~Common~~a ~~Shares~~letter addressed to ~~be offered under~~ the ~~Distribution~~SEC ~~Agreement.~~stating Inwhether ~~conjunction~~it agrees with the ~~Distribution~~statements ~~Amendment~~made herein, onand ~~February~~if 6not, ~~2024,~~stating the respects ain ~~corresponding~~which ~~amendment~~it ~~(the~~does ~~“SPAA~~not ~~Amendment”)~~agree. ~~was~~A ~~made~~copy toof ~~the~~such ~~Sub-Placement~~letter, ~~Agent~~dated ~~Agreement~~March to12, ~~reflect~~2024, ~~the~~is ~~updated~~filed ~~offering amount~~as ofExhibit 16~~,065,000~~.1 ~~Common~~to ~~Shares~~this ~~under~~Current ~~the~~Report ~~Distribution~~on ~~Agreement~~Form 8-K.

~~The~~Item foregoing descriptions of the Distribution Agreement Amendment and the SPAA Amendment do not purport to be complete and are qualified in their entirety by reference to the full text of the Distribution Agreement Amendment filed with this report as Exhibit 19.101 ~~and~~Financial ~~incorporated~~Statements ~~herein by reference,~~ and ~~the full text of the SPAA Amendment filed with this report as Exhibit 1~~Exhibits.~~2 and incorporated herein by reference.~~

~~Item~~(d) ~~9.01 Financial Statements and~~ Exhibits.

~~(d)~~16.1 ~~Exhibits~~Letter from Deloitte & Touche LLP dated March 12, 2024

	1.1	Amendment No. 1 to Distribution Agreement between the Fund and Paralel Distributors LLC, dated February 6, 2024
	1.2	Amendment No. 1 Sub-Placement Agent Agreement between Paralel Distributors LLC and UBS Securities LLC, dated February 6, 2024

SIGNATURES

~~SIGNATURES~~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.

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: March 12, 2024	By:	/s/ Joseph Rhame III
		Joseph Rhame III
		President

Date: February 6, 2024	By:	/s/ Joseph Rhame III
		Joseph Rhame III
		President

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