SC 13D/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A
Under the Securities Exchange Act of 1934

(Amendment No. 3)*

Nuveen AMT-Free Quality Municipal Income Fund

(Name of Issuer)

Common Shares

(Title of Class of Securities)

670657105

(CUSIP Number)

Daniel L. Lippincott, President and Chief Investment Officer
Karpus Management, Inc.
d/b/a Karpus Investment Management
183 Sully’s Trail

Pittsford, New York 14534
(585) 586-4680

Adam W. Finerman, Esq.
BakerHostetler
45 Rockfeller Plaza
New York, New York 10111
(212) 589-4233

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

May 29, 2024

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☒

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

__________ 

^* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 670657105 13D Page 2 of 5 Pages    

1.	NAME OF REPORTING PERSON Karpus Management Inc. d/b/a Karpus Investment Management
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) ☐ (b) ☐
3.	SEC USE ONLY
4.	SOURCE OF FUNDS WC
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	☐
6.	CITIZENSHIP OR PLACE OF ORGANIZATION NEW YORK

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7.	SOLE VOTING POWER 24,998,225.454 Shares
	8.	SHARED VOTING POWER 0 Shares
	9.	SOLE DISPOSITIVE POWER 25,235,725.454 Shares
	10.	SHARED DISPOSITIVE POWER 0 Shares

11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 25,235,725.454 Shares
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	☐
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.44%
14.	TYPE OF REPORTING PERSON IA

CUSIP No. 670657105 13D Page 3 of 5 Pages    

 EXPLANATORY NOTE

This Amendment No. 3 (“Amendment”) amends and supplements the statement on Schedule 13D filed by Karpus Management, Inc., d/b/a Karpus Investment Management (“Karpus”), on November 7, 2023, by Amendment No. 1 filed on January 8, 2024, and by Amendment No. 2 filed on March 4, 2024 (the “Original Schedule 13D” and, as amended by this Amendment, the “Schedule 13D”), relating to the shares of Common Stock of Nuveen AMT-Free Quality Municipal Income Fund ("Shares"), a Massachusetts corporation (the “Issuer”). Except as specifically provided herein, each Item of the Original Schedule 13D remains unchanged. Capitalized terms used but not otherwise defined herein have the meanings set forth in the Original Schedule 13D.

Item 3. Source and Amount of Funds or Other Consideration.

Item 3 is hereby amended to read as follows:

Karpus an independent registered investment advisor, has accumulated 25,235,725.454 Shares on behalf of accounts managed by Karpus (the “Accounts”) under limited powers of attorney. All funds that have been utilized in making such purchases for the Accounts (which are open market purchases unless otherwise noted) are from such Accounts.

The aggregate purchase price of the 25,235,725.454 Shares beneficially owned by Karpus is approximately $272,430,159.90, excluding brokerage commissions. The Shares purchased by Karpus with working capital (which may at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases except as otherwise noted herein. 

Item 4. Purpose of Transaction.

Item 4 is hereby amended to add the following:

On May 30, 2024, Karpus delivered a letter to the Issuer's board of trustees (the "Board") requesting that the Board take decisive action to enhance shareholder value and narrow discounts to net asset value and highlighting steps taken recently by other fund companies. The letter is attached hereto as Exhibit 1 and is incorporated herein by reference.

Item 5. Interest in Securities of the Issuer.

Item 5(a)-(c) are hereby amended to read as follows:

(a) As of the close of business on May 29, 2024, Karpus beneficially owned an aggregate of 25,235,725.454 Shares held in the Accounts, which represents approximately 8.44% of the 298,992,392 Shares reported as outstanding as of October 31, 2023 on the Form N-CSR filed by the Issuer for the semi-annual period ended October 31, 2023.

(b)	1. Sole power to vote or direct vote:         24,998,225.454
	2. Shared power to vote or direct vote:          0
	3. Sole power to dispose or direct the disposition:         25,235,725.454
	4. Shared power to dispose or direct the disposition:         0

(c) The transactions in the Shares by Karpus through the Accounts in the last 60 days are set forth on Schedule B and incorporated herein for reference.

Item 7. Material to be Filed as Exhibits.

Item 7 of the Original Schedule 13D is hereby amended to add the following exhibit:

Exhibit No.	Description
1	Letter to the Board dated May 30, 2024

CUSIP No. 670657105 13D Page 4 of 5 Pages    

SIGNATURE

After reasonable inquiry and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated:    May 31, 2024

KARPUS MANAGEMENT, INC.
By:	/s/ Daniel L. Lippincott
	Name:  Daniel L. Lippincott
	Title:    President and Chief Investment Officer

CUSIP No.  670657105 13D Page 5 of 5 Pages    

SCHEDULE A

Executive Officers & Directors of Karpus Management, Inc., d/b/a Karpus Investment Management

Name	Position & Present Principal Occupation	Business Address	Shares Owned
Kathleen Finnerty Crane	Chief Financial Officer	183 Sully’s Trail, Pittsford, New York 14534	12,800 Shares
Thomas Michael Duffy	Senior Vice President and Director of Operations	183 Sully’s Trail, Pittsford, New York 14534	0 Shares
Daniel Lee Lippincott	President and Chief Investment Officer	183 Sully’s Trail, Pittsford, New York 14534	3,000 Shares
Jodi Lee Hedberg	Chief Compliance Officer	183 Sully’s Trail, Pittsford, New York 14534	0 Shares
Thomas Wayne Griffith	Director	17 East Market Street, West Chester, Pennsylvania 19382	800 Shares
Carlos Manuel Yuste	Director	17 East Market Street, West Chester, Pennsylvania 19382	0 Shares

SCHEDULE B

Transactions in the Shares in the last 60 days.

Nature of the Transaction Shares Purchased/(Sold) Price Per Share($) Date of Purchase / Sale

KARPUS MANAGEMENT, INC., D/B/A/ KARPUS INVESTMENT MANAGEMENT
(THROUGH THE ACCOUNTS)

Purchase of Common Stock	3,482	$10.93	4/1/2024
Sale of Common Stock	(250)	$10.87	4/2/2024
Sale of Common Stock	(22,000)	$10.86	4/3/2024
Sale of Common Stock	(1,335)	$10.77	4/4/2024
Purchase of Common Stock	500	$10.90	4/8/2024
Sale of Common Stock	(2,050)	$10.90	4/9/2024
Purchase of Common Stock	1,573	$10.70	4/10/2024
Purchase of Common Stock	9,210	$10.76	4/11/2024
Purchase of Common Stock	4,623	$10.74	4/12/2024
Purchase of Common Stock	2,535	$10.65	4/15/2024
Sale of Common Stock	(2,800)	$10.68	4/18/2024
Purchase of Common Stock	3,725	$10.72	4/19/2024
Sale of Common Stock	(3,200)	$10.65	4/22/2024
Sale of Common Stock	(4,600)	$10.69	4/23/2024
Purchase of Common Stock	830	$10.66	4/24/2024
Purchase of Common Stock	2,700	$10.65	4/25/2024
Sale of Common Stock	(1,886)	$10.63	4/26/2024
Purchase of Common Stock	20,200	$10.65	4/29/2024
Purchase of Common Stock	170,024	$10.64	4/30/2024
Purchase of Common Stock	6,593	$10.67	5/1/2024
Purchase of Common Stock	50,000	$10.74	5/3/2024
Purchase of Common Stock	1,400	$10.79	5/6/2024
Purchase of Common Stock	4,025	$10.87	5/7/2024
Purchase of Common Stock	3,900	$10.89	5/8/2024
Sale of Common Stock	(44,720)	$10.87	5/9/2024
Sale of Common Stock	(5,112)	$10.83	5/10/2024
Purchase of Common Stock	4,943	$10.85	5/13/2024
Purchase of Common Stock	37,975	$10.85	5/14/2024
Purchase of Common Stock	27,100	$10.97	5/15/2024
Purchase of Common Stock	7,600	$10.99	5/16/2024
Purchase of Common Stock	95,000	$10.97	5/17/2024
Purchase of Common Stock	21,171	$10.97	5/20/2024
Purchase of Common Stock	34,965	$10.98	5/21/2024
Sale of Common Stock	(8,675)	$10.90	5/22/2024
Sale of Common Stock	(36,188)	$10.80	5/23/2024
Purchase of Common Stock	67,330	$10.87	5/28/2024
Sale of Common Stock	(770)	$10.74	5/29/2024

EX-1

EXHIBIT 1

 

May 30, 2024

VIA FEDERAL EXPRESS

All Members of the Board of Directors of

Nuveen New York AMT-Free Quality Municipal Income Fund (NRK) and

Nuveen AMT-Free Quality Municipal Income Fund (NEA)

c/o William Siffermann, Manager of Fund Board Relations

Nuveen

333 West Wacker Drive

Chicago, Illinois 60606

Re:	Concerns regarding Nuveen New York AMT-Free Quality Municipal Income
	Fund (NRK) and Nuveen AMT-Free Quality Municipal Income Fund (NEA)

Dear Board Members:

Karpus Management, Inc., d/b/a Karpus Investment Management, (“Karpus”, “we” or “our”) is the largest shareholder of each of Nuveen New York AMT-Free Quality Municipal Income Fund (“NRK”) and Nuveen AMT-Free Quality Municipal Income Fund (“NEA”) (NRK and NEA hereinafter collectively the “Funds”). This is evidenced by our Schedule 13D filings for the Funds which we have filed with the U.S. Securities and Exchange Commission. Karpus is not a hedge fund and manages all separately managed accounts – many of whom are individual investors who have entrusted their hard-earned savings with us to safeguard and invest.

We are writing this letter to the Boards of Directors of NRK and NEA (together, the “Board”) to express our disappointment with the funds’ performance and long term discount to net asset value (NAV). While many other fund companies have taken various steps to enhance shareholder value and narrow discounts, Nuveen has done little besides increasing the distribution of the fund by a small amount.

In contrast, other fund companies have implemented various measures to address the discount issue and reward their shareholders. The table below shows some examples of these measures, and how they compare to the actions taken on NRK and NEA.

Nuveen Funds Other Fund Companies

•NRK increased its distribution. Current yield is 5.16%. •NEA increased its distribution. Current yield is 5.59%. BlackRock: •$469 Billion in share repurchases during 2023 which added $78 million to NAV returns.

 

(This column is intentionally left blank) BlackRock (Cont): •$2 million in one-time waivers across the muni closed-end fund complex. Ongoing fee waiver on the levered assets if borrowing cost exceeds the income attributable to investments. •Increased distributions across muni funds, with levered funds (non-term trust) yielding 5.51% on average. •Increased payouts on BCAT and ECAT to 20% causing the funds’ discounts to narrow to 4.62% and 5.17% respectively. •Increased the distributions on BIGZ, BMEZ, and BSTZ to 12% causing the funds’ discounts to narrow. •For MUI, conditional 50% tender offer at 98% of NAV upon approval of a conversion to an unlisted interval closed-end fund. The interval fund would offer to tender for at least 5% of the outstanding shares at NAV on a quarterly basis. •A discount management program where several funds intend to conduct tender offers for 2.5% of the outstanding shares on a quarterly basis at 98% of NAV if the funds trade on average at wider than a 7.5% discount to NAV. The funds involved are MVF, BCAT, ECAT, BIGZ, BMEZ, BSTZ, BOE, BGR, BGY, CII, BDJ, BST, BME, BCX, and BUI. Eaton Vance: •Increased distributions across the muni fund complex. •For EIM, a tender-offer for 20% of the outstanding shares of EIM at 98% of NAV. •Two 5% conditional tender offers at 98% of NAV over the next year if the fund trades on average at wider than a 7.5% discount. Invesco: •Increased the distributions on most of the muni closed end funds to nearly 8%.

(This column is intentionally left blank) Clearbridge: •CEM, EMO, and CTR will conduct tender offers for 50% of each funds outstanding shares at NAV. Adams Funds: •ADX and PEO instituted an 8% managed distribution plan and ADX will conduct a tender offer for 10% of the outstanding shares at 98% of NAV. Virtus: •ZTR conducted a 10% tender offer at 98% of NAV. •Two conditional 10% tender offers if the fund trades at an average discount of 12% for the first conditional and 10% for the second conditional. DWS: •KTF raised the distribution to 7% and will liquidate on November 30, 2026. •KSM will liquidate on November 30, 2024. Morgan Stanley: •CAF tendered for 20% of its shares at 98.5% of NAV.

As you can see, these fund companies are taking decisive actions to enhance shareholder value and narrow discounts, with Boards and fund managers that recognize what is in the best interests of shareholders, while Nuveen’s once proud franchise is lagging behind.

The "Asleep at the Wheel" approach is not working. We urge you to reconsider your strategy and adopt some of the measures that have proven to be effective in the industry. I look forward to hearing from you and seeing some positive changes soon.

Sincerely,

Daniel L. Lippincott, CFA®

President and Chief Investment Officer

cc: David Lamb (e-mail), Adam Finerman, Esq. (e-mail)