For each share held of record, a shareholder will receive one right. The number of rights required to acquire one additional share of the Trust and the "Subscription Price" will be determined at a later date. Shareholders of record on the record date for the rights offering are expected to be entitled to oversubscribe, subject to certain limitations and subject to allotment, for any shares not purchased pursuant to the primary subscription rights. The record date for the offering and the length of the offering period will also be announced at a later date. The rights offering will be made only by means of a prospectus and this notice does not constitute an offer of any securities for sale. The rights are expected to be transferable and the Trust expects to apply to have them accepted for trading on the New York Stock Exchange.

The Utility Trust is a closed-end, non-diversified management investment company with $82 million in total assets whose primary investment objective is to seek long-term growth of capital and income by investing primarily in utility companies involved in the distribution of electricity, gas and water.