Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE
13D/A
Under the
Securities Exchange Act of 1934
(Amendment No. 2)*
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)
March 4, 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 6 Pages
| 1. | NAME OF REPORTING PERSON
Karpus Management Inc. d/b/a Karpus Investment Management
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| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐ (b) ☐ | ||
| 3. | SEC USE ONLY
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| 4. | SOURCE OF FUNDS
WC
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| 5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
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☐ | ||
| 6. | CITIZENSHIP OR PLACE OF ORGANIZATION
NEW YORK
|
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7. |
SOLE VOTING POWER
23,860,717.813 Shares
| ||
| 8. | SHARED VOTING POWER
0 Shares
| |||
| 9. | SOLE DISPOSITIVE POWER
24,098,217.813 Shares
| |||
| 10. | SHARED DISPOSITIVE POWER
0 Shares
|
| 11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
24,098,217.813 Shares
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| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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☐ | ||
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.06%
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14. |
TYPE OF REPORTING PERSON
IA
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CUSIP
No. 67065710513D
Page
3 of 6 Pages
EXPLANATORY NOTE
This Amendment No. 2 (“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, as most recently amended by Amendment No. 1 filed on January 8, 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 24,098,217.813 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 24,098,217.813 Shares beneficially owned by Karpus is approximately $259,977,132.87, 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.
CUSIP
No. 67065710513D
Page
4 of 6 Pages
| Item 4. | Purpose of Transaction. |
Item 4 of the Original Schedule 13D is hereby amended to add the following :
On March 4, 2024, Karpus delivered a letter (the “Proposal Letter”) to the Secretary of the Issuer containing a shareholder proposal pursuant to Rule 14a-8 of the Securities Exchange Act of 1934 for presentation to the Issuer’s shareholders at the Issuer’s 2024 annual meeting of shareholders. The proposal requests that (i) the Issuer’s board of trustees (the “Board”) promptly consider authorizing a self-tender offer for all outstanding common shares of the Issuer at or close to net asset value and (ii) if more than 50% of the Issuer’s outstanding common shares are tendered, the tender offer be cancelled and the Board take the steps necessary to liquidate, merge, or convert the Issuer to an open-end mutual fund or exchange traded fund.
The foregoing summary of the Proposal Letter does not purport to be complete and is qualified in its entirety by reference to the full text of the Proposal Letter, a copy of which is attached hereto as an Exhibit.
| 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 February 29, 2024, Karpus beneficially owned an aggregate of 24,098,217.813 Shares held in the Accounts, which represents approximately 8.06% 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: 23,860,717.813 | |
| 2. Shared power to vote or direct vote: 0 | ||
| 3. Sole power to dispose or direct the disposition: 24,098,217.813 | ||
| 4. Shared power to dispose or direct the disposition: 0 |
(c) The
transactions in the Shares by Karpus through the Accounts since the initial Schedule 13D
filing on November 7, 2023 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 Secretary, dated March 4, 2024. | |
CUSIP
No. 67065710513D
Page
5 of 6 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: March 4, 2024
KARPUS
MANAGEMENT, INC.
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By:
|
/s/ Daniel L. Lippincott | ||
| Name: Daniel L. Lippincott | |||
| Title: President and Chief Investment Officer | |||
CUSIP No. 670657105 |
13D | Page 6 of 6 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 |
| Brett David Gardner | Senior Vice President | 183 Sully’s Trail, Pittsford, New York 14534 | 8,425 Shares |
| Jodi Lee Hedberg | Chief Compliance Officer | 183 Sully’s Trail, Pittsford, New York 14534 | 0 Shares |
| Thomas Wayne Griffin | 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 since the initial Schedule 13D filing on January 8, 2024
| 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 | 305 | $11.12 | 1/8/2024 |
| Purchase of Common Stock | 36,045 | $11.05 | 1/9/2024 |
| Purchase of Common Stock | 6,450 | $11.00 | 1/12/2024 |
| Sale of Common Stock | (10,400) | $10.92 | 1/16/2024 |
| Sale of Common Stock | (28,646) | $10.86 | 1/17/2024 |
| Purchase of Common Stock | 61,516 | $10.75 | 1/23/2024 |
| Purchase of Common Stock | 90,000 | $10.80 | 1/24/2024 |
| Purchase of Common Stock | 2,400 | $10.78 | 1/25/2024 |
| Purchase of Common Stock | 11,000 | $10.74 | 1/26/2024 |
| Purchase of Common Stock | - | $10.85 | 1/29/2024 |
| Purchase of Common Stock | 7,475 | $10.93 | 1/30/2024 |
| Purchase of Common Stock | 12,500 | $11.04 | 1/31/2024 |
| Purchase of Common Stock | 25,113 | $11.12 | 2/1/2024 |
| Purchase of Common Stock | 7,850 | $11.04 | 2/2/2024 |
| Purchase of Common Stock | 34,845 | $11.04 | 2/6/2024 |
| Purchase of Common Stock | 7,100 | $11.09 | 2/7/2024 |
| Sale of Common Stock | (10,450) | $10.98 | 2/8/2024 |
| Purchase of Common Stock | 4,175 | $10.95 | 2/9/2024 |
| Sale of Common Stock | (315) | $11.01 | 2/12/2024 |
| Purchase of Common Stock | 54,560 | $10.90 | 2/13/2024 |
| Purchase of Common Stock | 3,402 | $10.90 | 2/14/2024 |
| Purchase of Common Stock | 49,675 | $11.01 | 2/16/2024 |
| Purchase of Common Stock | 575 | $11.05 | 2/20/2024 |
| Purchase of Common Stock | 950 | $11.06 | 2/21/2024 |
| Sale of Common Stock | (8,000) | $11.00 | 2/22/2024 |
| Purchase of Common Stock | 15,000 | $11.02 | 2/23/2024 |
| Purchase of Common Stock | 4,595 | $10.91 | 2/26/2024 |
| Purchase of Common Stock | 21,901 | $10.84 | 2/27/2024 |
| Purchase of Common Stock | 800 | $10.91 | 2/28/2024 |
| Sale of Common Stock | (3,800) | $10.99 | 2/29/2024 |