W H Reaves & Co Inc

Item 5 – Fees and Compensation

Reaves’ advisory fees are negotiable. Compensation arrangements can vary depending upon the nature
of the client and the investment strategy selected.

In general, advisory fees are charged quarterly, in arrears, at the end of each calendar quarter, unless
otherwise specified in the client's advisory contract. Fees are normally based on the total market value
of the account, including accrued income, as of the close of business on the last business day of each
calendar quarter, payable upon receipt of an invoice, which is usually mailed to clients within three
weeks following the quarter end. Clients may elect to be billed directly for fees or, in some cases,
authorize Reaves to directly debit fees from their accounts. The billing method may depend on the
policies of the client’s custodian.

For periods of less than a full calendar quarter, the advisory fee will be adjusted to reflect only the
number of days during the quarter for which the account was under management. The advisory fee will
also be adjusted to reflect any material additions to, or withdrawals from, the account. The adjustment
is based on the number of days during the quarter the amount of the addition or withdrawal was under
management, using the lowest applicable marginal rate(s).

Reaves’ fees are exclusive of brokerage commissions, transaction fees, and other related costs and
expenses which may be incurred by the client. Clients may incur certain charges imposed by custodians,
brokers and other third parties such as fees charged by managers, custodial fees, deferred sales charges,
odd-lot differentials, transfer taxes, wire transfer and electronic fund fees, and other fees and taxes on
brokerage accounts and securities transactions. Mutual funds and exchange-traded funds also charge
internal management fees, which are disclosed in a fund’s prospectus. Such charges, fees and
commissions are exclusive of and in addition to Reaves’ fee.

Item 12 further describes the factors that Reaves considers in selecting or recommending broker-dealers
for our clients’ transactions and determining the reasonableness of their compensation (e.g.,
commissions).

Reaves’ Standard Advisory Fee Schedules:

Advisory fees are negotiable. Compensation arrangements vary depending upon the nature of the
client and its investment account.

LONG TERM VALUE STRATEGY Fees (Negotiable)
                                                                     For Accounts Valued
   Annually                       Quarterly                           Up to $75,000,000
   1.000%                          0.2500%                           on the first $2,000,000;
   0.750%                          0.1875%                           on the next $3,000,000;
   0.500%                          0.1250%                           on the next $70,000,000.

                                                                       For Accounts Valued
   Annually                       Quarterly                           in Excess of 75,000,000
   0.500%                         0.1250%                             on the first $200,000,000;
   0.300%                         0.0750%                             on any amount thereafter.

CURRENT INCOME STRATEGY Fees (Negotiable)

   Annually                      Quarterly
    1.250%                       0.3125%

DIVIDEND INCOME STRATEGY Fees (Negotiable)

   Annually                      Quarterly
    1.000%                       0.2500%

INFLATION HEDGE STRATEGY FEES (Negotiable)

    Annually                      Quarterly
    1.000%                        0.2500%

Currently, there are no clients in the Current Income and Inflation Hedge strategies.

If a client has established, or at a future date establishes, additional segregated account(s) with Reaves,
creating a group (“family”) of accounts, the advisory fee rate for the original account, as well as the
additional account(s), will be based on the aggregate value of the group in accordance with the
provisions stated above. This computation will afford all accounts in the group the benefit of the lowest
applicable marginal fee rate. The advisory fee invoices will be itemized to reflect each account's
individual advisory fee based on its respective proportionate weight in the group.

Reaves as Executing Broker:
Reaves withdrew its broker-dealer license effective on April 22, 2019.

Termination of Contract:
A client can terminate an investment advisory contract at any time by giving Reaves written notice of
such termination, subject to the terms of the contract then in effect.

In the case of a client that pays investment advisory fees in advance and terminates the investment
advisory contract prior to the completion of a calendar quarter, a refund will be sent to the client within
30 business days of the quarter-end following the date of termination. The refund, based on the prorated
fee, will reflect the number of calendar days from the effective date of termination up to and including
the last day of the quarterly period. Refunds are also subject to each investment advisory agreement
then in effect.

Item 7 – Types of Clients
Historically, Reaves has provided investment management services to the following types of clients:
endowments, foundations, insurance companies, electric public utility, nuclear decommissioning trust
funds, other institutions, defined benefit and contribution plans (“ERISA”), high-net-worth and other
individuals.

Reaves’ account minimums are $5,000,000 for institutional clients and $1,000,000 for individuals. The
Firm reserves the right to waive these minimums.

In addition, in February 2004, at the Fund's inception, Reaves entered into an investment advisory
relationship with the Reaves Utility Income Fund (an amended agreement was executed on August 26,
2010). This Fund is a closed-end management investment company registered under the Investment
Company Act of 1940. Its shares are traded on the NYSE American under the symbol UTG. More
information is available on the Fund's website, www.utilityincomefund.com.

Also, in December 2004, Reaves entered into an investment advisory relationship with the Reaves Select
Research Fund, an open-end mutual fund; the agreement was amended on August 27, 2010. In
September 2013 the Fund was renamed the Reaves Utilities and Energy Infrastructure Fund, and as of
November 28, 2021, the Fund is now known as the Reaves Infrastructure Fund. As of November 2016,
the Fund offers only an institutional class of shares (symbol: RSRFX) 1. The Fund is managed consistent
with the Firm’s Long Term Value Strategy. To determine if this Fund is an appropriate investment for
you, carefully consider the Fund’s investment objectives, risk factors, charges and expenses before
investing. This and other information can be found in the Fund’s prospectus, which may be obtained by
calling 1-866-342-7058. Fund information, including the Fund’s prospectus is also available on Reaves’
website.

Virtus Reaves Utilities ETF (Ticker: UTES – NYSE Arca is the primary exchange for this security),
launched in September 2015, seeks to provide total return through a combination of capital appreciation
and income. Virtus Investment Advisers, LLC serves as the investment adviser. Reaves serves as the
investment sub-adviser to the Fund, making all investment decisions. The Fund is distributed by VP
Distributors LLC, an affiliate of Virtus Investment Advisers, LLC.

The annualized management fee is 0.49% (49 basis points) and is structured as a “unified fee”, out of
which Reaves, the Fund’s investment sub-adviser, pays all expenses of the Fund, except for the Sub-
Adviser’s fee; payments under any 12b-1 plan; taxes and other governmental fees; brokerage fees,
commissions and other transaction expenses; interest and other costs of borrowing money; acquired fund
fees and expenses; litigation and arbitration expenses; fees for professional services incurred in
connection with any litigation or arbitration and other extraordinary expenses of the Fund. The
annualized management fee was reduced from 0.95% (95 basis points) on April 1, 2019. Adviser’s fee;

 Registration for Class “A” shares (symbol: RSRAX) for this Fund were initially effective on March 31, 2005, however, in
November 2016 the outstanding Class “A” shares were converted into the existing institutional class; the Class “A” shares
are no longer offered.

payments under any 12b-1 plan; taxes and other governmental fees; brokerage fees, commissions and
other transaction expenses; interest and other costs of borrowing money; acquired fund fees and
expenses; litigation and arbitration expenses; fees for professional services incurred in connection with
any litigation or arbitration; and other extraordinary expenses of the Fund.

You should consider the Fund’s investment objectives, risks, and charges and expenses carefully before
investing. Contact Virtus ETF Solutions at 1-888-383-0553 or visit www.reavesetfs.com to obtain a
prospectus which contains this and other information about the Fund. The prospectus should be read
carefully before investing.

Reaves also maintains sub-advisory relationships with Gordon Asset Management and Wealthspire
Advisors (formerly known as Sontag Advisory, LLC). Gordon Asset Management accounts utilize
Charles Schwab as custodian. Wealthspire Advisory accounts are held at Charles Schwab and Fidelity.
The minimum size for these sub-advisory accounts is $100,000. The minimum size for the Sontag
accounts is generally $125,000. Reaves’ portion of advisory fees for these sub-advisory and referral
accounts are negotiable but generally do not exceed 65bp (basis points) annually. Reaves’ fee does not
include any fees that may be due to or charged by these other introducing advisory firms.

In addition, Reaves participates in Network programs with dual-contract agreements. These clients
execute agreements with the Network program sponsor as well as directly with Reaves. Reaves
currently has this relationship with the Wells Fargo Advisors Network Program, Morgan Stanley,
Cornerstone, Fidelity and Oppenheimer. Wells Fargo accounts are cleared and held at First Clearing,
LLC; Cornerstone accounts are cleared and held at Schwab while Morgan Stanley, Fidelity and
Oppenheimer custody their own accounts. Reaves’ fees for accounts in these programs are negotiable
but generally do not exceed 70bp annually.

Reaves also maintains relationships with other investment organizations where Reaves is a sub-advisor
and provides model portfolios (UMA) to the Managing Adviser [Counter-Party Manager (CPM)]. In
these relationships the CPM has full discretion on the actual transactions for their client(s). Reaves’
fees under these sub-advisory relationships are negotiable but generally do not exceed 40bp (the amount
paid to Reaves by the CPM). Reaves currently provides model portfolios to Envestnet and Stifel,
Nicolas.

Additionally, Reaves participates in arrangements generically known as “Wrap Fee Programs” with
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