NUVEEN SELECT TAX-FREE INCOME PORTFOLIO Chicago, Illinois 60606
NUVEEN SELECT TAX-FREE INCOME PORTFOLIO
000 Xxxx Xxxxxx Xxxxx
Chicago, Illinois 60606
June 9, 2023
Nuveen Securities, LLC
000 Xxxx Xxxxxx Xxxxx
Chicago, Illinois 60606
Re: Distribution Agreement Relating to At-the-Market Offerings
Ladies and Gentlemen:
Nuveen Select Tax-Free Income Portfolio is a Massachusetts business trust operating as a closed-end management investment company (hereinafter referred to as the “Fund”). The Fund has filed an automatic shelf registration statement on Form N-2 (File Nos. 333-271575 and 811-06548) (the “Registration Statement”) pursuant to the Investment Company Act of 1940, as amended, and the Securities Act of 1933, as amended, to register additional common shares of the Fund, which may be issued and sold from time to time through various specified transactions, including at-the-market (“ATM”) offerings. The Fund also has filed or will file a prospectus supplement (“Prospectus Supplement”) pursuant to Rule 424 under the Securities Act of 1933 in connection with the offering of its common shares through an ATM offering.
You have informed us that Nuveen Securities, LLC is registered as a broker-dealer under the provisions of the Securities Exchange Act of 1934 and is a member in good standing of the Financial Industry Regulatory Authority, Inc. You have indicated your desire to act as distributor for the Fund’s common shares issued pursuant to the Registration Statement and Prospectus Supplement. We have been authorized by the Fund to execute and deliver this Agreement to you by a resolution of our Board of Trustees (the “Trustees”) adopted at a meeting of the Trustees, at which a majority of Trustees, including a majority of our Trustees who are not otherwise interested persons of our investment manager or its related organizations, were present and voted in favor of said resolution approving this Agreement.
sell Shares only at market prices subject to a minimum price to be established each day by you and the Fund (see paragraph 3 below). This Agreement shall not be construed as authorizing any dealer or other person to accept orders for sale on our behalf or to otherwise act as our agent for any purpose. You shall not be responsible for the acts of other dealers or agents except as and to the extent that they shall be acting for you or under your direction or authority.
You shall comply with the applicable federal and state laws and regulations where our shares are offered for sale and conduct your affairs with us and with dealers, brokers or investors in accordance with the Conduct Rules of the Financial Industry Regulatory Authority, Inc.
2
(a) You shall bear all expenses incurred by you in connection with your duties and activities under this Agreement including the payment to selected dealers of any sales commissions for sales of the Fund’s Shares.
(b) The Fund shall bear all costs and expenses of the Fund, including expenses (including legal fees) pertaining to the preparation and filing of the Registration Statement and any amendment or supplement thereto, including the Prospectus Supplement, and expenses pertaining to the preparation, printing and distribution of any reports or communications to shareholders, including Prospectuses and Statements of Additional Information, annual and interim reports, or proxy materials.
3
If the foregoing meets with your approval, please acknowledge your acceptance by signing each of the enclosed counterparts hereof and returning such counterparts to us, whereupon this shall constitute a binding agreement as of the date first above written.
Very truly yours,
NUVEEN SELECT TAX-FREE INCOME PORTFOLIO
By: /s/ Xxxx X. Xxxxxx |
Name: Xxxx X. Xxxxxx |
Title: Vice President and Secretary |
Agreed to and Accepted: |
NUVEEN SECURITIES, LLC |
By: /s/ Xxxx X. Xxxxxx |
Name: Xxxx X. Xxxxxx |
Title: Vice President and Assistant Secretary |
4
ADDENDUM
TO
BETWEEN
NUVEEN SECURITIES, LLC
AND
NUVEEN SELECT TAX-FREE INCOME PORTFOLIO
The commission payable by the Fund to Manager shall be equal to the sum of (i) seventy-five percent (75.0%) of the premium to net asset value with respect to the sale of any Shares sold until such compensation is equal to 0.80% of the aggregate Gross Sales Proceeds and (ii) twenty-five percent (25%) of the premium to net asset value with respect to the sale of any Shares sold until such compensation is equal to 0.20% of the aggregate Gross Sales Proceeds.
“Gross Sales Proceeds” with respect to each sale of Shares shall be the gross sales price per Share multiplied by the number of Shares sold. The gross sales price with respect to each sale of Shares sold pursuant to the Agreement shall be the gross sales price per Share of such Shares.