May 14, 2024

Kevin T. Hardy
Skadden, Arps, Slate, Meagher & Flom LLP
155 North Wacker Drive
Chicago, Illinois 60606-1720

Re: Nuveen AMT-Free Quality Municipal Income Fund and Nuveen New York AMT-Free Quality               Municipal Income Fund

Omission of Shareholder Proposal Submitted by Karpus Management, Inc. d/b/a Karpus Investment Management, Pursuant to Rule 14a-8 Under the Securities and Exchange Act of 1934, as amended

Dear Mr. Hardy:

In a letter dated March 21, 2024, on behalf of Nuveen AMT-Free Quality Municipal Income Fund and Nuveen New York AMT-Free Quality Municipal Income Fund (the “Funds”), you requested confirmation from the staff of the Division of Investment Management that it would not recommend enforcement action to the Securities and Exchange Commission (the “Commission”) if a shareholder proposal and supporting statement (the “Proposal”) submitted by Karpus Management, Inc. d/b/a Karpus Investment Management (the “Proponent”) is excluded from the proxy materials for the Funds’ 2024 Annual Meeting (the “Proxy Materials”). We have also received supplemental correspondence from you dated April 5, 2024, and correspondence from Adam W. Finerman of Baker & Hostetler LLP dated March 26, 2024, on behalf of the Proponent. The Proposal provides:

BE IT RESOLVED, the shareholders of [the Funds] request that the Trustees promptly consider authorizing a self-tender offer for all outstanding common shares of the [Funds] at or close to net asset value (“NAV”). If more than 50% of the [Funds’] outstanding common shares are tendered, the tender offer should be cancelled and the Board should take the steps necessary to liquidate, merge, or convert the [Funds] to an open-end mutual fund or exchange traded fund.

The Funds argue that the Proposal may be excluded from the Proxy Materials, as permitted by Rule 14a-8(b)(1) under the Securities Exchange Act of 1934, as amended, because the Proponent does not hold securities entitled to be voted on the Proposal. You represent that the Proponent holds securities that are entitled to vote only on certain matters, which do not include the subject of the Proposal. Rule 14a-8(b)(1) requires that in order to be eligible to have a proposal included in a company’s proxy materials, a shareholder must hold “securities entitled to be voted on the proposal.”

Based on the information you provided, there appears to be a basis for your view that the Proposal may be excluded in reliance on Rule 14a-8(b)(1). Accordingly, we will not recommend action to the Commission if the Funds exclude the Proposal from their Proxy Materials in reliance on Rule 14a-8(b)(1). In reaching this position, we have not found it necessary to address the alternative bases for omission of the Proposal upon which the Funds rely.

Attached is a description of the informal procedures the Division follows in responding to shareholder proposals. If you have any questions or comments concerning this matter, please feel free to contact me at (202) 551-5166.

Attachment
cc:  Adam W. Finerman, Baker & Hostetler LLP