SEC Division of Investment Management staff letter: Nuveen Funds (Nuveen AMT-Free Quality Municipal Income Fund and Nuveen New York AMT-Free Quality Municipal Income Fund) – Omission of Shareholder Proposal Submitted by Karpus Investment Management — SEC — US

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March 21, 2024
VIA ELECTRONIC MAIL (IMshareholderproposals@sec.gov) U.S. Securities and Exchange Commission Office of the Chief Counsel Division of Investment Management 100 F Street, N.E. Washington, D.C. 20549 RE: Nuveen AMT-Free Quality Municipal Income Fund Securities and Exchange Act of 1934 Omission of Shareholder Proposal Pursuant to Rule 14a-8 Ladies and Gentlemen:
We are writing on behalf of Nuveen AMT-Free Quality Municipal Income Fund (the “Fund”), pursuant to Rule 14a-8(j) promulgated under the Securities Exchange Act of 1934 (the “Exchange Act”) to request that the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) concur with the Fund’s view that, for the reasons stated below, the shareholder proposals and supporting statements (collectively, the “Proposal”) of Karpus Management, Inc., d/b/a Karpus Investment Management (the “Proponent”) may be properly omitted from the proxy materials (the “Proxy Materials”) to be distributed by the Fund in connection with its 2024 annual meeting of shareholders (“2024 Annual Meeting”). The Proposal and other materials submitted by the Proponent to the Fund on March 4, 2024, are attached hereto as Exhibit A. In accordance with Staff Legal Bulletin No. 14D (Nov. 7, 2008), this letter and its attachments are being emailed to imshareholderproposals@sec.gov. In accordance with Rule

Office of the Chief Counsel
Division of Investment Management
March 21, 2024
14a-8(j)(1), a copy of this letter and its attachments are being sent simultaneously to the Proponent. We take this opportunity to inform the Proponent that if the Proponent elects to submit correspondence to the Commission or the Staff with respect to the Proposal or this letter, a copy of that correspondence should be furnished concurrently to the undersigned on behalf of the Fund pursuant to Rule 14a-8(k) and Staff Legal Bulletin No. 14D. We request that such copy be emailed to kevin.hardy@skadden.com. The Fund advises that it currently intends to begin distribution of its definitive Proxy Materials on or after June 10, 2024. Accordingly, pursuant to Rule 14a-8(j), this letter is being submitted not less than 80 days before the Fund currently intends to file its definitive Proxy Materials with the Commission. BACKGROUND The Fund is a Massachusetts business trust registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as a closed-end management investment company. The Fund’s investment objective is to provide current income exempt from regular federal income tax and from the federal alternative minimum tax applicable to individuals. The Fund’s governing documents are its Declaration of Trust, dated July 29, 2002, as amended (the “Fund’s Declaration of Trust”), a copy of which is attached hereto as Exhibit B, and its Amended and Restated By-Laws, dated February 28, 2024 (the “Fund’s ByLaws”), a copy of which is attached hereto as Exhibit C. The Proposal states: “BE IT RESOLVED, the shareholders of Nuveen AMT-Free Quality Municipal Income Fund Fund [sic] (‘NEA’ or the ‘Fund’) request that the Trustees promptly consider authorizing a self-tender offer for all outstanding common shares of the Fund at or close to net asset value (‘NAV’). If more than 50% of the Fund’s 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 Fund to an open-end mutual fund or exchange traded fund.” The supporting statement is as follows:
For calendar year 2023, NEA traded at an average discount of 14%. 2024 has actually been worse, with NEA trading at an average discount of 14.6% through the date of the writing of this proposal. The fact is that our Board has a multitude of options at its disposal to address our Fund’s discount. However, the only actions taken to date that

Office of the Chief Counsel
Division of Investment Management
March 21, 2024 we are aware of are: (i) the approval of repurchase offers, and (ii) an increase in the Fund’s distribution. These steps, while welcome, have proven to be woefully inadequate to address NEA’s outsized discount. We believe that all discount reducing options need to be on the table and that is why we have submitted this proposal. How long will it be before the Board does something to positively impact NEA’s discount? In our view, the Board has lost its focus on what is truly best for shareholders. Rather than listen to the concerns of shareholders, the Board has vigorously defended its position to the detriment of shareholders by opting into control share acquisition statutes and by making it extremely arduous and cumbersome for shareholders to nominate candidates for election to the Board that may challenge Nuveen-centered views. We think that our misguided Board must be put on the right path and focus on what’s important to the shareholders of NEA, rather than on the interests of Nuveen. Complacency and inaction are not acceptable. Hoping the problem will go away by itself is equally illogical. Trustee apathy, unresponsiveness, and disregard of shareholders cannot go unchallenged. Board members are paid a lot of money to represent shareholders and we think it’s incredibly difficult (if not impossible) to argue that affording shareholders the ability to receive net asset value for their shares is not in their best interests. To us, the question is simple: do you want to receive close to NAV for your shares? If yes, please vote FOR our proposal. Send the Board a clear message that it should be more concerned with maximizing shareholder value and doing the right thing for the people they work for – not the Adviser and maximizing their fee revenue. The Fund received the Proposal on March 4, 2024, accompanied by a letter from the Proponent containing the Proposal dated March 4, 2024 (collectively, the “Submission”). The Submission has been provided to the Board of Trustees of the Fund (the “Board,” and each

Office of the Chief Counsel
Division of Investment Management
March 21, 2024 member a “Trustee”), independent counsel to the independent Trustees, special Massachusetts counsel to the Fund, and Nuveen Fund Advisors, LLC, the Fund’s investment adviser (the “Investment Adviser”) and Nuveen Asset Management, LLC, the Fund’s investment sub-adviser (the “Sub-Adviser” and, collectively with the Investment Adviser, “Nuveen”). An opinion of special Massachusetts counsel to the Fund with respect to certain matters of Massachusetts state law relevant to the exclusion of the Proposal as discussed above has been attached hereto as Exhibit D. BASES FOR EXCLUSION The Fund believes that the Proposal may properly be excluded from the Proxy Materials for the following reasons:

The Fund may exclude the Proposal pursuant to Rule 14a-8(b) because the
Proponent does not hold securities entitled to be voted on the Proposal as determined under the Fund’s governing documents.
The Fund may exclude the Proposal pursuant to Rule 14a-8(i)(1) because the
Proposal is not a proper subject for action by shareholders at the 2024 Annual Meeting under state law.
The Fund may exclude the Proposal pursuant to Rule 14a-8(i)(2) because the
Proposal, if included in the Proxy Materials, would prevent the Trustees from properly exercising their fiduciary duties and thereby cause the Trustees to violate state law.
The Fund may exclude the Proposal pursuant to Rule 14a-8(i)(3) because it is
contrary to the Commission’s proxy rules and contains false and misleading statements in violation of Rule 14a-9. ANALYSIS

The Fund may exclude the Proposal pursuant to Rule 14a-8(b) because the
Proponent does not hold securities entitled to be voted on the Proposal as determined pursuant to the Fund’s governing documents. To be eligible to submit a shareholder proposal for inclusion in a company’s proxy materials under Rule 14a-8(b), a shareholder must have continuously held the company’s

Office of the Chief Counsel
Division of Investment Management
March 21, 2024 securities entitled to vote on the proposal in the necessary amount and for the applicable period of time required by the Rule. There is no statute under Massachusetts law providing specific voting rights to shareholders of a Massachusetts business trust, such as the Fund. The rights of shareholders of a Massachusetts business trust are enumerated under the applicable declaration of trust, and a Massachusetts business trust is given the flexibility to craft the terms of the relationship with its shareholders. The Fund’s Declaration of Trust clearly and unambiguously states that shareholders of the Fund are permitted to vote only on specific matters that are enumerated in the Fund’s Declaration of Trust. Article IX, Section 1 provides as follows:
The Shareholders shall have power to vote only: (a) for the election or removal of Trustees as provided in Article V, (b) with respect to any investment advisory or management contract as provided in Article VIII, [Section 1], (c) with respect to any termination of the Trust or any series or class thereof to the extent and as provided in Article XIII, Section 1, (d) with respect to any amendment of this Declaration of Trust to the extent and as provided in Article XIII, Section 4, (e) with respect to a merger or consolidation of the Trust or any series or class thereof with any corporation, association, trust or other organization or a reorganization or recapitalization of the Trust or class or series thereof, or a sale, lease or transfer of all or substantially all of the assets of the Trust or any series thereof (other than in the regular course of the Trust's investment activities) to the extent and as provided in this Article IX, Section 1, (f) to the same extent as the shareholders of a Massachusetts business corporation as to whether or not a court action, proceeding or claim should be brought or maintained derivatively or as a class action on behalf of the Trust or the shareholders, provided, however, that a shareholder of a particular class or series shall not be entitled to bring any derivative or class action on behalf of any other class or series of the Trust, and (g) with respect to such additional matters relating to the Trust as may be required by law, the 1940 Act, this Declaration of Trust, the By-Laws of the Trust, any Statement relating to the issuance of classes or series of shares, or any registration of the Trust with the Commission or any State, or otherwise as the Trustees may consider necessary or desirable. 1 [Emphasis added.] 1 Article VIII, Section 1 of the Fund’s Declaration of Trust provides, in relevant part, that the Trust may enter into investment advisory contracts and authorize the Trust’s investment adviser to employ sub-advisors subject to the applicable requirements of the 1940 Act, including shareholder approval. Article XIII, Section 1 provides,

Office of the Chief Counsel
Division of Investment Management
March 21, 2024
The Proposal asks that shareholders of the Fund adopt a resolution to request that the Board consider authorizing a self-tender offer for all outstanding common shares of the Fund. A non-binding advisory proposal regarding the authorization of a self-tender offer is not among those enumerated matters that shareholders of the Fund are permitted to vote on pursuant to
Article IX, Section 1 of the Fund’s Declaration of Trust. Under the Fund’s governing documents,
Fund shareholders have no right to vote on such a precatory proposal absent a Board determination that it is necessary or desirable that shareholders be afforded such vote. The Board has made no such determination with respect to the Proposal and instead has concluded that it does not consider it necessary or desirable that shareholders of the Fund be afforded power to vote on the Proposal. Accordingly, the Fund believes that Fund shares are not entitled to be voted on the Proposal as required under Rule 14a-8(b). This question has been addressed by the Staff less than six weeks ago. The foregoing analysis is directly on point with recent Staff precedent in Nuveen Funds (Nuveen Real Asset Income and Growth Fund; Nuveen Multi-Asset Income Fund; Nuveen Core Plus Impact Fund) (February 16, 2024) (the “February Letter”). In the February Letter, the Staff concurred that closed-end funds organized as Massachusetts business trusts pursuant to a declaration of trust that granted shareholders the right to vote only on enumerated matters, the pertinent provisions of which were substantially identical to the provisions of the Fund’s Declaration of Trust, could exclude a precatory proposal upon which shareholders did not have the right to vote under the declaration of trust (in that instance the proposal requested the board to consider declassification of the board of trustees) pursuant to Rule 14a-8(b). In addition, the Staff has previously agreed that a substantially similar proposal recommending that a fund’s board consider a self-tender offer may be excluded pursuant to Rule 14a-8(b)(1) by a closed-end fund organized as a trust pursuant to a declaration of trust that granted shareholders the right to vote only on enumerated matters, similar to the Fund. See Dividend and Income Fund (April 10, 2020). in relevant part: “. . . the Trust . . . may be terminated at any time by the Trustees by written notice to the Shareholders without a vote of the shareholders of the Trust . . . or by the affirmative vote of the shareholders entitled to vote at least sixty-six and two-thirds percent (66 2/3%) of the outstanding Common Shares . . . unless such action has previously been approved, adopted or authorized by the affirmative vote of two-thirds of the total number of Trustees fixed in accordance with this Declaration of Trust or the By-Laws, in which case the affirmative vote of the holders of at least a majority of the outstanding Common Shares . . . shall be required.”
Article XIII, Section 4 provides, in relevant part, “[e]xcept as otherwise specifically provided in this Declaration
of Trust, this Declaration of Trust may be amended at any time by vote of a majority of the then Trustees with the consent of shareholders holding more than fifty percent (50%) of Shares entitled to vote.”

Office of the Chief Counsel
Division of Investment Management
March 21, 2024
Other similar instances in which the Staff has concurred that a proposal may be excluded pursuant to Rule 14a-8(b)(1) because the proponent shareholder was not entitled to vote on the proposal include:

First Trust Senior Floating Rate Income Fund II (June 17, 2020)
(concurring with the exclusion pursuant to Rule 14a-8(b) by a closed-end fund organized as a Massachusetts business trust pursuant to a declaration of trust that granted shareholders the right to vote only on enumerated matters of a precatory proposal regarding declassification of its board of trustees);
Dividend and Income Fund (April 10, 2020) (concurring with the
exclusion by a closed-end fund organized as a Delaware statutory trust of a proposal to amend the fund’s by-laws to change the voting standard in trustee elections);
RAIT Financial Trust (March 10, 2017) (concurring with the exclusion by
a Maryland real estate investment trust of a proposal to externalize the management of the company by entering into an advisory agreement with an external adviser because the proponent did not hold securities entitled to vote on the proposal);
Senior Housing Properties Trust (Feb. 20, 2018) (concurring with the
exclusion by a Maryland real estate investment trust of a proposal to recommend that the Board take steps to change the voting standard for the election of trustee nominees because the proponent did not hold securities entitled to vote on the proposal);
Government Properties Income Trust (Feb. 20, 2018) (concurring with the
exclusion by a Maryland real estate investment trust of a proposal to declassify its board because the proponent did not hold securities entitled to vote on the proposal). For the reasons discussed above, the Fund has concluded that the Proposal should be excluded from the Proxy Materials pursuant to Rule 14a-8(b), and respectfully requests the Staff’s concurrence with this conclusion.

Office of the Chief Counsel
Division of Investment Management
March 21, 2024
2. The Fund may exclude the Proposal pursuant to Rule 14a-8(i)(1) because the
Proposal is not a proper subject for action by shareholders under state law. A company is permitted to omit a proposal from its proxy materials under Rule 14a-8(i)(1) if the proposal is not a proper subject for action by shareholders under the laws of the jurisdiction of organization of the company. The Fund believes that it may exclude the Proposal from the Proxy Materials under Rule 14a-8(i)(1) because the Proposal is not a proper subject for action by shareholders of the Fund under the laws of the Commonwealth of Massachusetts. A Massachusetts business trust is a voluntary association organized by the execution and delivery of a declaration of trust, under which the beneficial interest is divided into transferable shares. Mass. Gen. Laws Ann. Ch. 182, § 1. Unlike a corporation (which is a creature of statute), a Massachusetts business trust is created by agreement. The agreement at issue in this instance is the Fund’s Declaration of Trust. The Fund’s Declaration of Trust is absolute and unambiguous in regard to the management of the Fund. This power is solely and exclusively vested in the Trustees. Article VI,
Section 1 of the Fund’s Declaration of Trust provides:
The Trustees in all instances shall have full, absolute and exclusive power, control and authority over the Trust assets and the business and affairs of the Trust to the same extent as if the Trustees were the sole and absolute owners thereof in their own right. The Trustees shall have full power and authority to do any and all acts and to make and execute any and all contracts and instruments that they may consider necessary or appropriate in connection with the management of the Trust. The enumeration of any specific power herein shall not be construed as limiting the aforesaid powers. In construing the provisions of this Declaration of Trust, there shall be a presumption in favor of the grant of power and authority to the Trustees. [Emphasis added.] Only the Board has the discretion to determine whether shareholders should vote on a proposal that is not an enumerated subject for shareholder vote in the Fund’s Declaration of Trust. Unless one of the enumerated subjects on which shareholders specifically have the right to vote is implicated, Article IX, Section 1 of the Fund’s Declaration of Trust requires the Board first to approve, as necessary or desirable, the submission of any action to the shareholders for their consideration. Section 3.2 of the Fund’s By-Laws reinforces the broad authority of the Trustees, stating that “[t]he business and affairs of the Trust shall be managed under the direction of the Trustees. All powers of the Trust may be exercised by or under the authority of the Trustees, except those conferred on or reserved to the Shareholders by statute, the Declaration of Trust or these By-Laws.” In addition, Section 2.6(a) of the Fund’s By-Laws provides that “[w]ith

Office of the Chief Counsel
Division of Investment Management
March 21, 2024 the exception of Shareholder proposals duly submitted in accordance with the requirements of Rule 14a-8 under the Exchange Act (or any successor provision thereto) upon which a requesting Shareholder is entitled to vote and required to be included therein by applicable law, only matters proposed by the Chief Administrative Officer or at least sixty-six and two-thirds percent (66 2/3%) of the Trustees may be included in the Trust’s proxy materials.” The Proposal includes a matter which is not among the enumerated subjects for shareholder vote as discussed above, and the Board has made no such determination to submit, and has not approved submitting, the Proposal to the Fund’s shareholders. The Fund’s Declaration of Trust is clear that the Board has authority over the business and affairs of the Fund, including the decision of whether shareholders should vote on the Proposal. Nothing in the Fund’s Declaration of Trust or the Fund’s By-Laws or under Massachusetts law applicable to Massachusetts business trusts creates a right for shareholders to vote on the Proposal. The Proposal seeks to usurp the Board’s power and improperly present a proposal directly to the Fund’s shareholders without prior approval of the Board. Therefore, the Fund believes it may exclude the Proposal pursuant to Rule 14a-8(i)(1) because the Proposal is not a proper subject for action by shareholders under the laws of the Commonwealth of Massachusetts, and respectfully requests the Staff’s concurrence with this conclusion.
3. The Fund may exclude the Proposal pursuant to Rule 14a-8(i)(2) because the
Proposal, if included in the Proxy Materials, would prevent the Trustees from properly exercising their fiduciary duties and thereby cause the Trustees to violate state law. Massachusetts common law requires trustees of a Massachusetts business trust to exercise fiduciary duties in taking any actions under the Declaration of Trust. This requires the trustees of a Massachusetts business trust to exercise independent judgment in the performance of their duties. As noted above, Section 3.2 of the Fund’s By-Laws reinforces the broad authority of the Trustees, stating that “[t]he business and affairs of the Trust shall be managed under the direction of the Trustees.” And Section 2.6(a) of the Fund’s By-Laws provides that “[w]ith the exception of Shareholder proposals duly submitted in accordance with the requirements of Rule 14a-8 under the Exchange Act (or any successor provision thereto) upon which a requesting Shareholder is entitled to vote and required to be included therein by applicable law, only matters proposed by the Chief Administrative Officer or at least sixty-six and two-thirds percent (66 2/3%) of the Trustees may be included in the Trust’s proxy materials.” As discussed above, the Proposal includes a matter which is not one of the enumerated subjects for shareholder vote under the Declaration of Trust, and the Trustees have made no determination that it is necessary or desirable to submit the Proposal to the shareholders for their consideration. If the Trustees are required to include the Proposal in the Proxy Materials without having determined that it is necessary or desirable for shareholders of the Fund to vote on the Proposal, the Trustees will be preempted by a shareholder from exercising the independent judgment required of Trustees and

Office of the Chief Counsel
Division of Investment Management
March 21, 2024 would be prevented from meeting the standard of conduct required in exercising their fiduciary duties under Massachusetts law. Therefore, the Fund believes it may exclude the Proposal pursuant to Rule 14a-8(i)(2) because the Proposal’s inclusion in the Proxy Materials would prevent the Trustees from properly exercising their fiduciary duties in violation of Massachusetts common law’s standard of conduct, and respectfully requests the Staff’s concurrence with this conclusion.
4. The Fund may exclude the Proposal pursuant to Rule 14a-8(i)(3) because it
contains false and misleading statements in violation of Rule 14a-8(i)(3) and Rule 14a-9. Rule 14a-8(i)(3) permits a company to omit a shareholder proposal and related supporting statement from its proxy materials if “the proposal or supporting statement is contrary to any of the Commission's proxy rules, including Rule 14a-9, which prohibits materially false or misleading statements in proxy soliciting materials.” Rule 14a-9 specifically provides that no solicitation shall be made by means of any proxy statement containing any statement:
which, at the time and in the light of the circumstances under with it is made, is false or misleading with respect to any material fact, or omits to state any material fact necessary in order to make the statements therein not false or misleading or necessary to correct any statement in any earlier communication with the respect to the solicitation of a proxy for the same meeting or subject matter which has become false or misleading. An item is materially false or misleading when there is “a substantial likelihood that a reasonable shareholder would consider it to be important in deciding how to vote.”2 The Proposal contains four statements that the Fund believes violate Rule 14a-9 by misleading shareholders:

“Rather than listen to the concerns of shareholders, the Board has vigorously
defended its position to the detriment of shareholders by opting into control share acquisition statutes and by making it extremely arduous and cumbersome for shareholders to nominate candidates for election to the Board that may challenge Nuveen-centered views.” 2 TSC Industries Inc. v. Northway, Inc., 426 U.S. 438, 439 (1976).

Office of the Chief Counsel
Division of Investment Management
March 21, 2024
2. “We think that our misguided Board must be put on the right path and focus
on what’s important to the shareholders of NEA, rather than on the interests of Nuveen.”
3. “Trustee apathy, unresponsiveness, and disregard of shareholders cannot go
unchallenged.”
4. “[the Board] should be more concerned with maximizing shareholder value
and doing the right thing for the people they work for – not the Adviser and maximizing their fee revenue.” Each of these statements materially misleads shareholders by baselessly asserting that the Board has acted in its own self-interest and/or in the interests of the Fund’s investment adviser rather than in the interests of the Fund and its shareholders, thereby impugning the Board’s character. Note (b) under Rule 14a-9 provides an example of what may be materially misleading, depending on the particular facts and circumstances, as “[m]aterial which directly or indirectly impugns character, integrity or personal reputation, or directly makes charges concerning improper, illegal or immoral conduct or associations, without factual foundation.” The first statement misleads shareholders by asserting that the Board has acted in its own interest and against the interests of shareholders by opting into control-share acquisition statutes and implementing certain procedural and qualification requirements for candidates for election to the Board, thereby impugning its character. The Board adopted such provisions after careful consideration and on the basis that such provisions would be in the best interest of the Fund and its shareholders. In addition to impugning the Board’s character, this statement is materially misleading because the Fund has never opted in to, and is not presently subject to, any control share acquisition statute. The Fund previously adopted a control share provision within the Fund’s By-Laws, but in February 2022 the Board amended the By-Laws to provide that such by-laws would be of no force and effect pending the final outcome of certain litigation, and on February 28, 2024 the Board further amended the By-Laws to remove the control share provisions. The second statement is materially misleading because it baselessly asserts that the Board is focused on the interests of Nuveen rather than on the interests of shareholders, thereby impugning its character. The third statement is similarly materially misleading because it baselessly asserts that the Fund’s trustees are apathetic and lack regard for the interests of shareholders, thereby impugning the Board’s character. The fourth statement further misleads shareholders by repeating the baseless assertion in the second statement that the Board is acting in the interests of the Fund’s investment adviser in order to maximize fee revenue rather than in the interests of shareholders, thereby again impugning the Board’s character. As opposed to

Office of the Chief Counsel
Division of Investment Management
March 21, 2024 seeking to maximize the adviser’s fee revenue, the Board, which is made up entirely of trustees who are not “interested persons” (as defined in the 1940 Act) of the Fund’s investment adviser and sub-adviser, annually undertakes a thorough review of the renewal of the Fund’s investment management agreements as described in the Fund’s reports to shareholders and in accordance with the requirements of the 1940 Act. The Fund’s trustees must act in the best interest of shareholders, and to not do so would be a violation of law. As noted above, the Proponent’s statements imply that the Fund’s trustees are not adhering to their fiduciary duties and the requirements of the 1940 Act and therefore are engaging in illegal conduct. There is no reasonable basis to make such a statement. Further, the seriousness of the accusation is certain to impact how a reasonable shareholder may cast its vote. By recklessly making such unfounded accusations, the Proponent would improperly influence the votes of reasonable shareholders with false and misleading accusations to vote for the Proposal. Such an outcome is in direct contravention of Rule 14a-9 and therefore Rule 14a8(i)(3).
Section B.4 of Staff Legal Bulletin No. 14B (CF) (Sept. 15, 2004) provides that
the Staff “may find it appropriate for companies to exclude the entire proposal, supporting statement, or both as materially false or misleading if a proposal or supporting statement would require detailed and extensive editing in order to bring it into compliance with the proxy rules.” Accordingly, the Staff has concurred that a company may properly exclude entire shareholder proposals and supporting statements where they contain false and misleading statements or omit material facts necessary to make such statements not false and misleading. See Ferro Corp. (Mar. 17, 2017) (concurring with the exclusion of a proposal and supporting statement containing materially false and misleading statements which the company argued “sp[oke] to the [p]roposal’s fundamental premise”); and General Magic, Inc. (May 1, 2000) (permitting exclusion of proposal relating to change of name of company which contained false and misleading statements). The misleading statements speak to the Proposal’s fundamental premise and render the Proposal materially false and misleading to shareholders. Accordingly, the Fund believes that the entire Proposal should be excluded from the Proxy Materials pursuant to Rule 14a-(8)(i)(3) as materially false and misleading in violation of Rule 14a-9 and respectfully requests the Staff’s concurrence with this conclusion.

Office of the Chief Counsel
Division of Investment Management
March 21, 2024
CONCLUSION
Based upon the foregoing analysis, we respectfully request that the Staff concur that it will take no action if the Fund excludes the Proposal from its Proxy Materials. Should the Staff disagree with the conclusions set forth in this letter, or should any additional information be desired in support of the Fund’s position, we would appreciate the opportunity to confer with the Staff concerning these matters prior to the issuance of the Staff’s response. If the Staff has any questions or comments regarding the foregoing, please contact the undersigned at 312-407-0641. Very truly yours, Kevin T. Hardy cc: Brett D. Gardner, Karpus Management, Inc. Adam Finerman, Esq., Baker & Hostetler LLP David J. Lamb, Chief Administrative Officer, Nuveen AMT-Free Quality Municipal Income Fund Mark L. Winget, Vice President and Secretary, Nuveen AMT-Free Quality Municipal Income Fund

Exhibit A

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March 4, 2024
VIA FEDERAL EXPRESS
Nuveen AMT-Free Quality Municipal Income Fund (NEA) c/o Mark L. Winget, Secretary 333 West Wacker Drive Chicago, Illinois 60606 Re: Submission of Shareholder Proposal Pursuant to Rule 14a-8 (“Rule 14a-8”) of the Securities Exchange Act of 1934, as amended, for the 2024 Annual Meeting of Shareholders of Nuveen AMT-Free Quality Municipal Income Fund Dear Mr. Winget:
This letter shall serve as notice to Nuveen AMT-Free Quality Municipal Income Fund (“NEA” or the “Fund”), as to the timely submission by Karpus Management, Inc., d/b/a Karpus Investment Management (“Karpus”) of a resolution and supporting statement set forth on Exhibit A hereto (the “14a-8 Proposal”), pursuant to Rule 14a-8, for inclusion in the proxy statement of NEA and presentation to NEA shareholders at the Fund’s next annual shareholders’ meeting anticipated to be held in August 2024, including any postponement or adjournment or special meeting held in lieu thereof (the “Meeting”). As of the close of business on February 29, 2024, Karpus is the beneficial owner of 6,275 common shares of NEA. Karpus has full power and authority to submit the 14a-8 Proposal in respect of the shares reflected in Exhibit B, which confirms in accordance with 17 CFR § 240.14a-8(b)(2)(ii)(A) that Karpus has continuously and beneficially owned at least $25,000 in market value of NEA securities entitled to be voted on the 14a-8 Proposal for at least one year prior to the date hereof. Furthermore, Karpus hereby affirms that it intends to continue to hold at least $25,000 in market value of NEA securities through the date of the Meeting. This letter also serves as notice that Karpus is the proponent of the 14a-8 Proposal and that an officer of Karpus, as the designated representative of Karpus, will appear in person or by proxy to present the 14a-8 Proposal at the Meeting. As is required by 17 CFR § 240.14a-8(b)(iii), Karpus is able to make itself available to meet with a representative or representatives of NEA in person or via teleconference to discuss the 14a-8 Proposal on many business days from March 12, 2024 to March 29, 2024 between the hours of 10 AM EST and 3 PM EST at a time and date mutually agreeable between Karpus and a representative or representatives of the Fund. To coordinate a meeting to discuss the 14a-8 Proposal, please contact Brett Gardner, Senior Vice President, by telephone at (585) 586-4680 or by email at brett@karpus.com. Please advise us immediately if you believe this notice is deficient in any way, or if you believe that any additional information is required, so that Karpus may promptly provide it in order to cure any purported deficiency.

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Karpus will assume the 14a-8 Proposal will be included in NEA’s proxy material for the Meeting unless advised otherwise in writing (with a copy to its counsel, Baker & Hostetler LLP, 45 Rockefeller Plaza, New York, New York 10111, Attention: Adam Finerman, Esq., telephone (212) 589-4233, email: afinerman@bakerlaw.com). Sincerely, Brett D. Gardner Senior Vice-President cc: All NEA Board Members (c/o William Siffermann) (e-mail) David Lamb (e-mail) Adam Finerman, Esq. (e-mail)

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Exhibit A
The 14a-8 Proposal is as follows:
BE IT RESOLVED, the shareholders of Nuveen AMT-Free Quality Municipal Income Fund Fund (“NEA” or the “Fund”) request that the Trustees promptly consider authorizing a selftender offer for all outstanding common shares of the Fund at or close to net asset value (“NAV”). If more than 50% of the Fund’s 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 Fund to an open-end mutual fund or exchange traded fund. Supporting Statement For calendar year 2023, NEA traded at an average discount of 14%. 2024 has actually been worse, with NEA trading at an average discount of 14.6% through the date of the writing of this proposal. The fact is that our Board has a multitude of options at its disposal to address our Fund’s discount. However, the only actions taken to date that we are aware of are: (i) the approval of repurchase offers, and (ii) an increase in the Fund’s distribution. These steps, while welcome, have proven to be woefully inadequate to address NEA’s outsized discount. We believe that all discount reducing options need to be on the table and that is why we have submitted this proposal. How long will it be before the Board does something to positively impact NEA’s discount? In our view, the Board has lost its focus on what is truly best for shareholders. Rather than listen to the concerns of shareholders, the Board has vigorously defended its position to the detriment of shareholders by opting into control share acquisition statutes and by making it extremely arduous and cumbersome for shareholders to nominate candidates for election to the Board that may challenge Nuveen-centered views. We think that our misguided Board must be put on the right path and focus on what’s important to the shareholders of NEA, rather than on the interests of Nuveen. Complacency and inaction are not acceptable. Hoping the problem will go away by itself is equally illogical. Trustee apathy, unresponsiveness, and disregard of shareholders cannot go unchallenged. Board members are paid a lot of money to represent shareholders and we think it’s incredibly difficult (if not impossible) to argue that affording shareholders the ability to receive net asset value for their shares is not in their best interests. To us, the question is simple: do you want to receive close to NAV for your shares? If yes, please vote FOR our proposal. Send the Board a clear message that it should be more concerned with maximizing shareholder value and doing the right thing for the people they work for – not the Adviser and maximizing their fee revenue. END OF PROPOSAL

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Exhibit B
Please find attached each of the following:
(a) Letter from U.S. Bank to the Depository Trust Company confirming ownership of the requisite amount of NEA securities for at least one year. (b) Letter from CEDE & Co. also verifying current ownership of said shares.

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Exhibit B

Exhibit C

BY-LAWS
OF
NUVEEN CLOSED-END FUNDS
ORGANIZED AS
MASSACHUSETTS BUSINESS TRUSTS
(Amended and Restated as of February 28, 2024)
ARTICLE I
DECLARATION OF TRUST AND OFFICES
Section 1.1 The Trust; Declaration of Trust. These are the By-Laws of each
Nuveen Closed-End Fund listed on Exhibit A, each a Massachusetts business trust established by its own Declaration of Trust (each such fund being referred to individually as the “Trust”). The Trust shall be subject to the Declaration of Trust, as from time to time in effect (the “Declaration of Trust”). Each Shareholder of the Trust, by virtue of having become a Shareholder, shall be held to have expressly assented and agreed to be bound by the terms of the Declaration of Trust and these By-Laws.
Section 1.2 Registered Agent. The registered agent of the Trust in the
Commonwealth of Massachusetts shall be CT Corporation System, 155 Federal Street, Boston, Massachusetts, or such other agent as may be fixed by the Trustees.
Section 1.3 Other Offices. The Trust may have such other offices and places of
business within or without the Commonwealth of Massachusetts as the Trustees shall determine.
ARTICLE II
SHAREHOLDERS
Section 2.1 Place of Meetings. (a) Meetings of the Shareholders may be held at
such place or places within or without the Commonwealth of Massachusetts as shall be fixed by the Trustees or by the officers of the Trust and stated in the notice of the meeting, or in accordance with the following paragraph (b). (b) Notwithstanding anything to the contrary in these By-Laws, the Trustees or the officers of the Trust may determine at any time, including, without limitation, after the calling of any meeting of Shareholders, that any meeting of Shareholders be held solely by means of remote communication or both at a physical location and by means of remote communication. Notwithstanding anything to the contrary in these By-Laws, if it is determined after notice of the meeting has been delivered to Shareholders that participation by Shareholders in the meeting shall or may be conducted by means of remote communication, announcement of such change may be made at any time by press release or any other means as may be permitted or required by applicable law. Shareholders and proxy holders entitled to be present and to vote at the meeting that are not physically present at such a meeting but participate by means of remote communication shall be considered present in person for all purposes under these By-Laws and may vote at such a

meeting. Subject to any guidelines and procedures that the Trustees or the officers of the Trust may adopt, any meeting at which Shareholders or proxy holders are permitted to participate by means of remote communication shall be conducted in accordance with the following, except to the extent otherwise permitted by the federal securities laws and the rules thereunder applicable to the Trust, including any exemptive, interpretive or other relief (including no-action relief) or guidance issued by the Securities and Exchange Commission or the Staff of the Securities and Exchange Commission. (i) The Trust shall implement, at the direction of the Chief Administrative Officer or his or her designee, reasonable measures to verify that each person considered present and authorized to vote at the meeting by means of remote communication is a Shareholder or proxy holder; (ii) The Trust shall implement, at the direction of the Chief Administrative Officer or his or her designee, reasonable measures to provide the Shareholders and proxy holders a reasonable opportunity to participate in the meeting and to vote on matters submitted to the Shareholders, including an opportunity to read or hear the proceedings of the meeting substantially concurrently with the proceedings; and (iii) In the event any Shareholder or proxy holder votes or takes other action at the meeting by means of remote communication, a record of the vote or other action shall be maintained by the Trust.
Section 2.2 Regular Meetings. Regular meetings of the Shareholders for the
election of Trustees and the transaction of such other business as may properly come before the meeting shall be held, so long as Shares are listed for trading on the New York Stock Exchange or any other exchange or market (an “Exchange”) and such Exchange requires the Trust to hold such meetings. Such regular meetings shall be called by the Trustees and held in accordance with the rules, regulations and interpretations of the applicable Exchange, on such day and at such place as shall be designated by the Trustees or by the officers of the Trust, provided that a meeting initially called to be held in any given calendar or fiscal year shall be deemed to be an annual meeting (as defined below) for that calendar or fiscal year, if so designated by the Trustees, even if the actual date of the Meeting is in a subsequent calendar or fiscal year, due to postponements, adjournments, delays or other similar events or circumstances. In the event that such a meeting is not held for any year if so required by the applicable Exchange, for whatever reason, a subsequent special meeting may be called by the Trustees and held in lieu of such meeting with the same effect as if held within that year. Such regular meeting or special meeting held in lieu of a regular meeting in accordance with this Section
2.2 shall be deemed to be an “annual meeting” for the purposes of these By-laws, and the term “special
meeting” refers to all meetings of Shareholders other than an annual meeting or a special meeting in lieu of an annual meeting.
Section 2.3 Special Meetings.
(a) Special meetings of the Shareholders for any purpose or purposes may be called by at least sixty-six and two-thirds percent (66 2/3%) of the Trustees.

(b) Special meetings of the Shareholders must be called upon the written request of Shareholders entitled to cast at least ten (10) percent of all the votes entitled to be cast at the meeting. In order to be deemed properly submitted to the Trust, a written request of Shareholders to call a special meeting (a “Special Meeting Request”) must comply with this Section 2.3(b). (i) Any Shareholder(s) seeking to request a special meeting shall send the Special Meeting Request to the Secretary by registered mail, return receipt requested, requesting the Secretary to call a special meeting. Proof of the requesting Shareholder’s ownership of Shares at the time of giving the Special Meeting Request must accompany the requesting Shareholder’s Special Meeting Request. The Special Meeting Request shall: (1) set forth the purpose of the meeting, which must be to act on a proposal upon which the requesting Shareholder(s) are entitled to vote, (2) be signed by each requesting Shareholder (or its duly authorized agent), (3) bear the date of signature of each requesting Shareholder (or its duly authorized agent), (4) set forth all information that each requesting Shareholder, and with respect to the beneficial owners of Shares on whose behalf such request is being made, each such beneficial owner of Shares, would be required to disclose in a proxy statement or other filings required to be made in connection with solicitations of proxies with respect to the proposed business to be brought before the meeting pursuant to Section 14 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), whether or not such Person intends to deliver a proxy statement or solicit proxies, and (5) include or be accompanied by all additional information required by Section 2.6 of these By-Laws. (ii) Upon receiving the Special Meeting Request, the Trustees may in their discretion fix a date for the special meeting. In fixing a date for any special meeting, the Trustees may consider such factors as it deems relevant, including, without limitation, the nature of the matters to be considered, the facts and circumstances surrounding any request for the meeting and any plan of the Trustees to call an annual meeting or a special meeting. (iii) Any requesting Shareholder (or its duly authorized agent) may revoke his, her or its request for a special meeting at any time by written revocation delivered to the Secretary. (iv) If written revocation of the Special Meeting Request has been delivered to the Secretary by one or more requesting Shareholders and the result of such revocation(s) is that Shareholders of record entitled to cast less than ten (10) percent of all votes entitled to be cast at the meeting have delivered, and not revoked, requests for a special meeting to the Secretary: (1) if the notice of meeting has not already been delivered, the Secretary shall refrain from delivering the notice of the meeting and send to all requesting Shareholders who have not revoked such
requests written notice of such revocations and written notice that the Trust intends to not deliver notice of the meeting, or (2) if the notice of meeting has been delivered and if the Secretary first sends to all requesting Shareholders who have not revoked such requests written notice of such revocations and written notice of the Trust’s intention to revoke the notice of the meeting or for the chair of the meeting to adjourn the meeting without action on the matter, (A) the Secretary may revoke the notice of the meeting at any time at least ten (10) days before the commencement of the meeting or (B) the chair of the meeting may call the meeting to order and adjourn the meeting without

acting on the matter. Any Special Meeting Request received after a revocation by the Secretary of a notice of a meeting shall be considered a request for a new special meeting. (v) The Trustees, the Chair or an officer of the Trust may appoint regionally or nationally recognized independent inspectors of elections to act as the agent of the Trust for the purpose of promptly performing a ministerial review of the validity of any purported Special Meeting Request received by the Secretary. For the purpose of permitting the inspectors to perform such review, no such purported Special Meeting Request shall be deemed to have been received by the Secretary until the earlier of (1) five (5) business days after actual receipt by the Secretary of such purported request and (2) such date as the independent inspectors certify to the Trust that the valid requests received by the Secretary represent Shareholders of record entitled to cast not less than ten (10) percent of all votes entitled to be cast at the meeting. Nothing contained in this paragraph (v) shall in any way be construed to suggest or imply that the Trust or any Shareholder shall not be entitled to contest the validity of any request, whether during or after such five (5) business day period, or to take any other action (including, without limitation, the commencement, prosecution or defense of any litigation with respect thereto, and the seeking of injunctive relief in such litigation). (c) No business shall be conducted at a special meeting of the Shareholders except such business as shall be set forth in the Trust’s notice of meeting, in accordance with the procedures set forth in this Section 2.3 and in compliance with Section 2.5 and Section 2.6 of these By-Laws and Article IX of the Declaration of Trust. If the chair of a special meeting determines that proposed business was not properly brought before such meeting in accordance with this
Section 2.3(c), the chair of the meeting shall declare to the meeting that the proposed business was
not properly brought before the meeting and such proposed business shall not be transacted; provided, however, that such proposed business shall not be presumed to be valid in the absence of such a declaration. Determinations of the chair of a meeting pursuant to this Section 2.3(c) shall be final and binding unless determined by a court of competent jurisdiction to have been made in bad faith.
Section 2.4 Chair and Secretary of Meetings.
(a) The Secretary of the Trust, or another officer designated by the Secretary of the Trust, shall serve as chair of the meeting. If neither the Secretary of the Trust nor any other officer designated by the Secretary of the Trust to serve as chair is present (in person or by means of remote communication) at the meeting, Shareholders may designate a chair of the meeting by the vote of a majority of the votes cast by Shareholders present in person or by proxy. The chair of the meeting may by means of remote communication call the meeting to order, preside at the meeting and adjourn the meeting in accordance with Section 2.12 of these By-Laws, regardless of whether such meeting is held in person or by means of remote communication. (b) An individual appointed by the Trustees or, in the absence of such appointment, an individual appointed by the chair of the meeting shall act as secretary of the meeting. The secretary of the meeting may participate in the meeting by means of remote communication, regardless of whether such meeting is held in person or by means of remote communication.

Section 2.5 Notice of Meetings. Notice of all meetings stating the time, place and
purpose or purposes of the meeting shall be delivered to each Shareholder not less than ten (10) nor more than one hundred twenty (120) days prior to the meeting. For any matter to be properly before any regular or special meeting, the matter must be (i) specified in the notice of meeting given by or at the direction of the Chair, the Chief Administrative Officer or at least sixty-six and two-thirds percent (66 2/3%) of the Trustees or (ii) brought before the meeting by a Shareholder in the manner specified in Section 2.6 of these By-Laws.
Section 2.6 Requirements for Matters to be Considered.
(a) With the exception of Shareholder proposals duly submitted in accordance with the requirements of Rule 14a-8 under the Exchange Act (or any successor provision thereto) upon which a requesting Shareholder is entitled to vote and required to be included therein by applicable law, only matters proposed by the Chief Administrative Officer or at least sixty-six and two-thirds percent (66 2/3%) of the Trustees may be included in the Trust’s proxy materials. (b) In addition to complying with any other requirements under all applicable federal and state laws, including the Exchange Act and the rules and regulations thereunder, and the Declaration of Trust and these By-Laws, any proposal to elect any person nominated by Shareholders for election as Trustee and any other proposal upon which a requesting Shareholder is entitled to vote may only be brought before a meeting of Shareholders if timely written notice (the “Shareholder Notice”) is provided to the Secretary as specified below. (i) With respect to annual meetings of Shareholders, unless a greater or lesser period is required under applicable law, to be timely, the Shareholder Notice must be delivered to or mailed and received at the principal executive offices of the Trust not less than seventy-five (75) days nor more than ninety (90) days prior to the first anniversary date of the date on which the Trust first mailed its proxy materials for the prior year’s annual meeting; provided, however, if and only if the annual meeting is not scheduled to be held within a period that commences thirty (30) days before the first anniversary date of the annual meeting for the preceding year and ends thirty (30) days after such anniversary date (an annual meeting date outside such period being referred to herein as an “Other Annual Meeting Date”), such Shareholder Notice must be given in the manner provided herein not more than one hundred twenty (120) days prior to such Other Annual Meeting Date and not later than the close of business on the later of (1) the date ninety (90) days prior to such Other Annual Meeting Date or (2) the tenth (10 th) business day following the date such Other Annual Meeting Date is first publicly announced or disclosed. (ii) In the event the Trust calls a special meeting of Shareholders for the purpose of electing one or more individuals as Trustees, a Shareholder may nominate an individual or individuals (as the case may be) for election as a Trustee as specified in the Trust’s notice of meeting, provided that the Shareholder Notice be delivered to or mailed and received at the principal executive offices of the Trust not more than one hundred twenty (120) days prior to the date of such special meeting and not later than the close of business on the later of (1) the date ninety (90) days prior to such special meeting or (2) the tenth (10 th) business day following the date such special meeting and the number of Trustees to be elected at such meeting is first publicly announced
or disclosed.

(c) Any Shareholder desiring to nominate any person or persons (as the case may be) for election as a Trustee or Trustees of the Trust (each a “Proposed Nominee”) shall deliver, as
part of such Shareholder Notice:
(i) a statement in writing setting forth with respect to each Proposed Nominee:
(1) the name, age, date of birth, business address, residence address and nationality of such Proposed Nominee; (2) the class or series and number of all Shares of the Trust owned of record or beneficially by such Proposed Nominee and each Proposed Nominee Associate of such Proposed Nominee, as reported to such Shareholder by such Proposed Nominee; (3) the name of each nominee holder of Shares owned beneficially but not of record by such Proposed Nominee and each Proposed Nominee Associate of such Proposed Nominee, and the number of such Shares held by each such nominee holder; (4) a description of any agreement, arrangement or understanding, whether written or oral (including any derivative or short positions, profit interests, options, warrants, stock appreciation or similar rights, hedging transactions, and borrowed or loaned shares), that has been entered into as of the date of the Shareholder Notice or on behalf of such Proposed Nominee and each Proposed Nominee Associate of such Proposed Nominee, the effect or intent of which is to mitigate loss to, manage risk or benefit of share price changes for, or increase or decrease the voting power of, such Proposed Nominee and each Proposed Nominee Associate of such Proposed Nominee, with respect to Shares of the Trust; (5) any other information regarding such Proposed Nominee required by paragraphs (a), (d), (e) and (f) of Item 401 of Regulation S-K or paragraph (b) of Item 22 of Rule 14a-101 (Schedule 14A) under the Exchange Act (or any successor provision thereto); (6) a description of all agreements, arrangements or understandings (whether written or oral) between such Proposed Nominee and each Proposed Nominee Associate of such Proposed Nominee related to such nomination and any material interest of such Proposed Nominee Associate in such nomination, including any anticipated benefit therefrom to such Proposed Nominee Associate; (7) a description of all agreements, arrangements or understandings (whether written or oral) between such Proposed

Nominee or each Proposed Nominee Associate of such Proposed Nominee and the nominating Shareholder or any Shareholder Associate of such nominating Shareholder related to such nomination, including with respect to the voting of any matters to come before the Trustees or any anticipated benefit therefrom to such Proposed Nominee and each Proposed Nominee Associate of such Proposed Nominee; (8) a description of all commercial and professional relationships and transactions between or among such Proposed Nominee and each Proposed Nominee Associate of such Proposed Nominee, and any other Person or Persons known to such Proposed Nominee or any Proposed Nominee Associate of such Proposed Nominee to have a material interest in such nomination; (9) a representation as to whether such Proposed Nominee is or will be an “interested person” (as defined in the 1940 Act) of the Trust and information regarding such Proposed Nominee that will be sufficient, in the discretion of the Trustees, to make such determination; (10) a representation as to whether such Proposed Nominee satisfies the qualifications of persons nominated or seated as Trustees as set forth in Section 3.10 of these By-Laws, together with information regarding such Proposed Nominee that will be sufficient, in the discretion of the Trustees, to examine such representation; (11) a representation as to whether such Proposed Nominee meets all applicable legal requirements relevant to service as a Trustee, including, but not limited to, the rules adopted by the principal listing exchange (if any) upon which Shares are listed, Rule 10A-3 under the Exchange Act (or any successor provision thereto),
Article 2-01 of Regulation S-X under the Exchange Act with respect
to the Trust’s independent registered public accounting firm (or any successor provision thereto) and any other criteria established by the 1940 Act related to service as a trustee of a management investment company or the permitted composition of the board of trustees of a management investment company, together with information regarding such Proposed Nominee that will be sufficient, in the discretion of the Trustees, to examine such representation; and (12) any other information regarding such Proposed Nominee that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitation of proxies for election of Trustees pursuant to Section 14 of the Exchange Act and the rules and regulations promulgated thereunder,

whether or not the nominating Shareholder intends to deliver a proxy statement or solicit proxies and whether or not a Contested Election is involved; (ii) the written and signed consent of each Proposed Nominee to be named as a nominee and to serve as a Trustee if elected; and (iii) the written and signed certification of each Proposed Nominee that (a) all information regarding such Proposed Nominee included in and/or accompanying the Shareholder Notice is true, complete and accurate, (b) such Proposed Nominee is not, and will not become a party to, any agreement, arrangement or understanding (whether written or oral) with any Person other than the Trust in connection with service or action as a Trustee of the Trust that has not been disclosed to the Trust, (c) the Proposed Nominee satisfies the qualifications of persons nominated or seated as Trustees as set forth in Section 3.10 of these By-Laws at the time of their nomination, and (d) such Proposed Nominee will continue to satisfy the qualifications of persons nominated or seated as Trustees as set forth in Section
3.10 of these By-Laws at the time of their election, if elected.
(d) In addition:
(i) Each Proposed Nominee and/or any nominating Shareholder shall furnish any other information as the Trustees may reasonably request regarding any such Proposed Nominee and/or such nominating Shareholder, and such other information shall be received by the Secretary at the principal executive offices of the Trust not later than seven (7) calendar days after the first request by or on behalf of the Trustees for such other information was sent to such Shareholder, group of Shareholders or Proposed Nominee. Any request for any such other information that is not answered in a reasonably complete, accurate, diligent and good faith manner, or that is not timely received by the Trust in accordance with this Section 2.6(d)(i), will render the nomination ineffective for failure to satisfy the requirements of these By-Laws. If the same request for such other information is sent to multiple Persons, then the earliest such date and time on which such request for information was sent shall apply for the purpose of determining compliance with this
Section 2.6(d)(i).
(ii) Without limiting the foregoing, each Proposed Nominee shall, as required by the Trustees, complete and duly execute a questionnaire (which questionnaire shall be provided by the Trust and designed to obtain information relating to the Proposed Nominee that would be required to be disclosed in connection with the solicitation of proxies for the election of the Proposed Nominee as a trustee in an election contest (even if an election contest is not involved), or would otherwise be required in connection with such solicitation, in each case pursuant to Regulation 14A (or any successor provision) under the Exchange Act, would be required pursuant to the rules of any national securities exchange on which any Shares of the Trust are listed or over-the-counter market on which any securities of the Trust are traded, would be necessary to establish that the Proposed Nominee satisfies the qualifications of persons nominated or seated as Trustees set forth in Section
3.10 of these By-Laws or would be necessary to comply with legal and regulatory
requirements applicable to the Trust) (the “Questionnaire”); any Questionnaire that is not

completed in a reasonably complete, diligent, accurate and good faith manner, or that is not duly executed and received by the Secretary of the Trust at the principal executive offices of the Trust not later than seven (7) calendar days after the Trustees or its designee first sends the Questionnaire to such Proposed Nominee, will render the nomination ineffective for failure to satisfy the requirements of these By-Laws. (iii) Each Proposed Nominee shall, as required by the Trustees, sit for an interview with one or more Trustees or their representatives, which interview may, in the discretion of the Trustees be conducted by means of remote communication. Refusal by a Proposed Nominee to participate in such interview will render the nomination ineffective for failure to satisfy the requirements of these By-Laws. (iv) Each Proposed Nominee shall, as required by the Trustees, consent to and cooperate with a background screening conducted by a background screening company with experience in conducting background screenings of public company directors selected by the Trustees. Refusal by a Proposed Nominee to cooperate with such a background screening will render the nomination ineffective for failure to satisfy the requirements of these By-Laws. (v) Each Proposed Nominee shall, as required by the Trustees, agree to Board Conduct Policies adopted by the Trustees pursuant to Section 3.8 of these By-Laws. Refusal by a Proposed Nominee to agree to such Board Conduct Policies will render the nomination ineffective for failure to satisfy the requirements of these By-Laws. (e) Without limiting the foregoing, any Shareholder who gives a Shareholder Notice of any matter proposed to be brought before a Shareholder meeting (whether or not involving nominees for Trustees) shall deliver, as part of such Shareholder Notice:
(i) the description of and text of the proposal to be presented (including the text of any resolutions proposed for consideration); a brief written statement of the reasons why such Shareholder favors the proposal of the business; and any material interest of such Shareholder and the beneficial owner, if any, on whose behalf the proposal is made in such business. (ii) As to the Shareholder giving the notice and the beneficial owner, if any, on whose behalf the nomination or proposal is made:
(1) the name and address of such Shareholder, as they appear on the Trust’s books, and of such beneficial owner; (2) the class or series and number of Shares which are owned beneficially and of record by such Shareholder and such beneficial owner and their respective Shareholder Associates; (3) the name of each nominee holder of Shares owned beneficially but not of record by such Shareholder and such beneficial owner and their respective Shareholder Associates, and the number of such Shares held by each such nominee holder;

(4) a description of any agreement, arrangement or understanding (whether written or oral) with respect to the nomination or proposal between or among such Shareholder and such beneficial owner, any of their respective Shareholder Associates, and any others Person or Persons (including their names) in connection with the proposal of such business and any material interest of such Person in such business, including any anticipated benefit therefrom to such Person; (5) a description of any agreement, arrangement or understanding, whether written or oral (including any derivative or short positions, profit interests, options, warrants, stock appreciation or similar rights, hedging transactions, and borrowed or loaned shares), that has been entered into as of the date of the Shareholder’s notice by, or on behalf of, such Shareholder and such beneficial owners or their respective Shareholder Associates, the effect or intent of which is to mitigate loss to, manage risk or benefit of share price changes for, or increase or decrease the voting power of, such Shareholder or such beneficial owner or their respective Shareholder Associates, with respect to Shares of the Trust; and (6) a description of all commercial and professional relationships and transactions between or among such Shareholder and such beneficial owners or their respective Shareholder Associates, and any other Person or Persons known to such Shareholder and such beneficial owners or their respective Shareholder Associates to have a material interest in the matter that is the subject of such notice; (iii) any other information relating to such Shareholder and such beneficial owner that would be required to be disclosed in a proxy statement or other filing required to be made in connection with the solicitation of proxies by such Person with respect to the proposed business to be brought by such Person before the annual meeting pursuant to Section 14 of the Exchange Act and the rules and regulations promulgated thereunder, whether or not the Shareholder submitting the notice intends to deliver a proxy statement or solicit proxies; (iv) a representation that the Shareholder is a holder of record of Shares of the Trust entitled to vote on such proposal or nomination at such meeting and intends to appear in person or by proxy at the meeting to propose such business or nomination; and (v) a representation whether the Shareholder or the beneficial owner is
part of, or intends to form, a group which intends (1) to deliver a proxy statement and/or
form of proxy to holders of at least the percentage of the Trust’s outstanding Shares required to approve or adopt the proposal or elect the nominee and/or (2) otherwise to solicit proxies from Shareholders in support of such proposal or nomination.

(f) If information submitted pursuant to this Section 2.6 by a Shareholder providing notice of any nomination or other business proposed to be brought before a meeting of Shareholders or a Proposed Nominee shall be incomplete or inaccurate, the Shareholder Notice shall be ineffective for failure to satisfy the requirements of these By-Laws. (g) If information submitted pursuant to this Section 2.6 by a Shareholder providing notice of any nomination or other business proposed to be brought before a meeting of Shareholders or a Proposed Nominee shall become incomplete or inaccurate in any way, such Shareholders or a Proposed Nominee shall notify the Trust in writing of any inaccuracy or change and update and supplement such information to cause it to be complete and accurate within seven (7) calendar days of becoming aware of such inaccuracy. If a Shareholder or Proposed Nominee fails to provide such written notification and update within such period, the information that was or becomes inaccurate shall be deemed not to have been provided in accordance with this Section 2.6 and, accordingly, will render the Shareholder Notice ineffective for failure to satisfy the requirements of these By-Laws. (h) Upon written request by the Secretary of the Trust or the Trustees, a Shareholder providing notice of any nomination or other business proposed to be brought before a meeting of Shareholders or a Proposed Nominee shall provide, within seven (7) calendar days of the sending of such request, a written certification of the accuracy of all information submitted by the Shareholder or Proposed Nominee pursuant to this Section 2.6 (as updated or supplemented pursuant to paragraph (g)) as of the date of such written request. Failure to provide such written certificate in a timely manner will render the Shareholder Notice ineffective for failure to satisfy the requirements of these By-Laws. (i) Within seven (7) calendar days after the record date for determining the Shareholders entitled to receive notice of the annual meeting of Shareholders, a Shareholder providing notice of any nomination or other business proposed to be brought before a meeting of Shareholders or a Proposed Nominee shall provide a written certification of the accuracy of all information submitted by the Shareholder or Proposed Nominee pursuant to this Section 2.6 (as updated or supplemented pursuant to paragraph (g)) as of the record date. Failure to provide such written certificate in a timely manner will render the Shareholder Notice ineffective for failure to satisfy the requirements of these By-Laws. (j) The notice requirements of this Section 2.6 shall be deemed satisfied by a Shareholder with respect to business other than a nomination if the Shareholder has notified the Trust in compliance with Rule 14a-8 promulgated under the Exchange Act (or any successor provision of law) of his, her or its intention to present a proposal upon which such Shareholder is entitled to vote at a meeting
of Shareholders and such Shareholder’s proposal has been included in a proxy statement that has been prepared by the Trust to solicit proxies for such annual or special meeting. Nothing in this Section 2.6(j) shall limit the Trust’s ability to exclude such a proposal in accordance with Rule 14a-8 (or any successor provision thereto). (k) In no event shall an adjournment or postponement (or a public announcement thereof) of a meeting of Shareholders commence a new time period (or extend any time period) for the giving of notice as provided in this Section 2.6.

(l) Except as otherwise provided by law, the chair of any meeting of Shareholders, in addition to making any other determinations that may be appropriate to the conduct of the meeting, shall have the power and duty:
(i) to determine whether a nomination or any business proposed to be brought before the meeting was made or proposed, as the case may be, in accordance with the procedures set forth in Section 2.6 (including whether the Shareholder or beneficial owner, if any, on whose behalf the nomination or proposal is made solicited (or is part of a group which solicited) or did not so solicit, as the case may be, proxies in support of such Shareholder’s nominee or proposal in compliance with such Shareholder’s representation as required by Section 2.6), and (ii) if any proposed nomination or business was not made or proposed in compliance with Section 2.6, to declare that such proposed nomination shall be disregarded or that such proposed business shall not be transacted; provided, however, that such proposed nomination or such proposed business shall not be presumed to be valid in the absence of such a declaration. (m) Determinations by the Trustees or the chair of a meeting of Shareholders with respect to the compliance of any proposed nomination or business and/or any information submitted to the Trust by a Shareholder or Proposed Nominee pursuant to this Section 2.6 shall be final and binding unless determined by a court of competent jurisdiction to have been made in bad faith. (n) Notwithstanding anything to the contrary in this Section 2.6 or otherwise in these By-Laws, unless required by applicable law, no matter shall be considered at or brought before any meeting of Shareholders unless such matter has been deemed a proper matter for Shareholder action by the Chair, the Chief Administrative Officer or at least sixty-six and two-thirds percent (66 2/3%) of the Trustees.
Section 2.7 Quorum and Action.
(a) The holders of a majority of the Shares entitled to vote at a meeting are a quorum for the transaction of business. If a quorum is present when a duly called or held meeting is convened, the Shareholders present may continue to transact business until adjournment, even though the withdrawal of a number of Shareholders originally present leaves less than the proportion or number otherwise required for a quorum. Notwithstanding the foregoing, when the holders of Preferred Shares are entitled to elect any of the Trust’s Trustees by class vote of such holders, the holders of thirty-three and one-third percent (33 1/3%) of the Shares entitled to vote at a meeting shall constitute a quorum for the purpose of such an election. For the purposes of establishing whether a quorum is present, all Shares entitled under the provisions of the Declaration or these By-Laws to vote at the meeting and present in person or by properly submitted proxy, including abstentions and broker non-votes, shall be counted. (b) The Shareholders shall take action by the affirmative vote of the holders of a majority of the Shares present and entitled to vote at a meeting of Shareholders at which a quorum is present, except as may be otherwise required by the 1940 Act, the Declaration of Trust, any

resolution of the Trustees which authorizes the issuance of Preferred Shares or the written statement setting forth the relative rights and preferences of the Preferred Shares; provided that (i) with respect to a Contested Election the affirmative vote of a majority of the Shares outstanding and entitled to vote with respect to such matter at such meeting shall be the act of Shareholders with respect to such matter and (ii) with respect to the election of Trustees, other than a Contested Election, the affirmative vote of a plurality of the Shares present and entitled to vote at a meeting of Shareholders at which a quorum is present shall be the act of the Shareholders with respect to such matter.. (c) Any purported vote of any Shareholders at any meeting of Shareholders that does not meet the requirements of applicable state or federal law may be disregarded as invalid if so determined by the Trustees or the chair of such meeting. In such event, such Shares may nevertheless be counted for purposes of determining whether or not a quorum is present at such meeting.
Section 2.8 Voting. At each meeting of the Shareholders, every holder of Shares
then entitled to vote may vote in person or by proxy and, except as otherwise provided by the 1940 Act, the Declaration of Trust or any resolution of the Trustees which authorizes the issuance of Preferred Shares, shall have one vote for each Share, and a proportional fractional vote for each fractional Share, registered in his or her name.
Section 2.9 Proxy Representation. At any meeting of Shareholders, any holder
of Shares entitled to vote thereat may vote by proxy, provided that no proxy shall be voted at any meeting unless it shall have been placed on file with the Secretary, or with such other officer or agent of the Trust as the Trustees or officers may direct, for verification prior to the time at which such vote shall be taken. In connection with the solicitation of proxies by the Trustees, a Shareholder may give instructions, through telephonic or electronic methods of communication or via the Internet, for another person to execute his or her proxy if, in each case, such method has been authorized by the Trust by its officers, and pursuant in each case to procedures established or approved by the officers of the Trust or agents employed by the Trust for such purpose as reasonably designed to verify that such instructions have been authorized by such Shareholder; and the placing of a Shareholder’s name on a proxy pursuant to such instructions shall constitute execution of such proxy by or on behalf of such Shareholder. Pursuant to a vote of the Trustees, proxies may be solicited by the Trustees in the name of one or more Trustees and/or one or more of the officers of the Trust, in each case with right of substitution. If a proxy is solicited by any Person other than the Trustees, such a proxy may be authorized by a Shareholder only by written instrument or through telephonic or electronic methods of communication or via the Internet pursuant to procedures reasonably designed to verify that such instructions have been authorized by such Shareholder. When any Share is held jointly by several persons, any one of them may vote at any meeting in person or by proxy in respect of such Share, but if more than one of them shall be present at such meeting, in person or by proxy, and such joint owners or their proxies so present disagree as to any vote to be cast, such vote shall not be received in respect of such Share, but shall be counted as present at the meeting for all other purposes. If the holder of any such Share is a minor or a person of unsound mind, and subject to guardianship or to the legal control of any other person as regards the charge or management of such Share, such Share may be voted by such guardian or such other person appointed or having such control, and such vote may be given in person or by proxy. Unless otherwise specifically limited by their terms, proxies shall entitle the holder thereof to vote at any postponement or adjournment of a meeting, and no proxy shall be valid after eleven months from its

date unless a longer period is expressly provided in the appointment. No appointment is irrevocable unless the appointment is coupled with an interest in the Shares or in the Trust. A Shareholder who has submitted a proxy may revoke or withdraw the proxy with respect to any matter to be considered at a meeting or any adjournment or postponement thereof if such revocation or withdrawal is properly received prior to the vote on that matter, by delivering a duly executed proxy bearing a later date or by attending the meeting or the adjournment or postponement thereof and voting in person on the matter or matters.
Section 2.10 Inspectors of Election. In advance of any meeting of Shareholders,
the Trustees, or at any such meeting, the Trustees or the chair of the meeting, may appoint one or more persons to act as inspectors of election at the meeting or any adjournment thereof (“Inspectors of Election”). Unless otherwise instructed by the Trustees, or by the chair of the meeting, the Inspectors of Election shall (a) determine (i) the number of Shares outstanding on the record date and entitled to vote and the number of such Shares represented at the meeting, (ii) the existence of a quorum, and (iii) the authenticity, validity and effect of proxies; (b) receive votes, ballots or consents; (c) hear and determine all challenges and questions in any way arising in connection with the right to vote; (iv) count and tabulate all votes and consents and determine the results; and (v) take such other actions as may be proper to conduct the election or vote.
Section 2.11 Conduct of Meetings. The Trustees may adopt by resolution such
rules and regulations for the conduct of any meeting of the Shareholders as it shall deem appropriate. Except to the extent inconsistent with such rules and regulations as adopted by the Trustees, the chair of any meeting of Shareholders shall have the authority to prescribe such rules, regulations and procedures and to take all such actions as, in the judgment of such chair, are appropriate for the proper conduct of the meeting. Such rules, regulations or procedures, whether adopted by the Trustees or prescribed by the chair of the meeting, may include, without limitation, the following: (i) the establishment of an agenda or order of business for the meeting; (ii) the determination of when the polls shall open and close for any given matter to be voted on at the meeting; (iii) rules and procedures for maintaining order at the meeting and the safety of those present; (iv) limitations on attendance at and participation in the meeting to Shareholders, their duly authorized and constituted proxies or such other Persons as the chair of the meeting shall determine; (v) restrictions on entry to the meeting after the time fixed for the commencement thereof; (vi) limitations on the time allotted to questions or comments by Shareholders; and (vii) the extent to which, if any, other participants are permitted to speak.
Section 2.12 Adjourned and Postponed Meetings. Any meeting of Shareholders,
whether or not a quorum is present, may, by announcement by the chair of the meeting, be adjourned with respect to one or more or all matters to be considered at the meeting from time to time to a designated time and place (or to be held in accordance with Section 2.1(b) hereof), even if the new date of the meeting is more than one hundred twenty (120) days after the date initially set for the meeting. No notice of the adjournment need be given where the date, time and place of the meeting were announced at the time of the adjournment. Any meeting of Shareholders may be postponed prior to the meeting by the Trustees or by the officers of the Trust, and announcement of such postponement may be made by press release or other means of public communication as permitted or required by applicable law. Any adjourned or postponed meeting may reconvene or convene as designated or announced, and when a quorum is present any business may be transacted which might have been transacted at the meeting as originally called.

Section 2.13 Action by Written Consent in Lieu of Meeting of Shareholders. See
Section 6.3 of these By-Laws.
ARTICLE III
TRUSTEES
Section 3.1 Qualifications, Number, Vacancies and Classes.
(a) Each Trustee shall be a natural person. A Trustee need not be a Shareholder, a citizen of the United States, or a resident of the Commonwealth of Massachusetts. The number of Trustees of the Trust and the filling of vacancies shall be as provided in the Declaration of Trust. (b) The Trustees shall be classified by resolution into the following three classes to be elected by the holders of the outstanding Common Shares and outstanding Preferred Shares, if any, voting together as a single class, each to serve for three year terms (with the exception of the initial appointment or election of Trustees as provided below): Class I, Class II and Class III. Upon their initial election or appointment, such resolution electing or appointing the Trustees shall designate the Class of Trustees designated to serve for a term expiring at the first succeeding annual meeting subsequent to their election or thereafter when their respective successors are elected and qualified, the Class of Trustees designated to serve for a term expiring at the second succeeding annual meeting subsequent to their election or thereafter when their respective successors are elected and qualified, and the Class of Trustees designated to serve for a term expiring at the third succeeding annual meeting subsequent to their election or thereafter when their respective successors are elected and qualified. At each subsequent annual meeting, the Trustees chosen to succeed those whose terms are expiring shall be identified as being of the same class as the Trustees whom they succeed and shall be elected for a term expiring at the time of the third succeeding annual meeting subsequent to their election or thereafter in each case when their respective successors are elected and qualified. (c) Upon or prior to the issuance of any Preferred Shares, the Trustees shall designate by resolution two Trustees to be appointed to serve as Trustees elected solely by the holders of the outstanding Preferred Shares (the “Preferred Trustees”). The Preferred Trustees shall initially be elected or appointed as Trustees for a term expiring at the first succeeding annual meeting subsequent to their election or appointment. At each subsequent annual meeting at which holders of Preferred Shares are entitled to vote, the Preferred Trustees shall be elected for a term expiring at the time of the next succeeding annual meeting subsequent to their election held for the election of Trustees of Class I, Class II or Class III or thereafter when their respective successors are elected and qualified. (d) The Trustees shall only be elected at annual meetings or at a special meeting of Shareholders at which Trustees are to be elected as determined by the Trustees and set forth in the Trust’s notice of meeting pursuant to Section 2.5. Shareholders may not call a special meeting for the purpose of electing Trustees, but, if Trustees are to be elected at a special meeting of Shareholders as determined by the Trustees,
Shareholders may nominate individuals for election at such meeting in accordance with Section 2.6.

Section 3.2 Powers. The business and affairs of the Trust shall be managed under
the direction of the Trustees. All powers of the Trust may be exercised by or under the authority of the Trustees, except those conferred on or reserved to the Shareholders by statute, the Declaration of Trust or these By-Laws.
Section 3.3 Meetings. Regular meetings of the Trustees may be held without notice
at such times as the Trustees shall fix, except to the extent notice of such meeting is required by the Declaration of Trust, these By-Laws or applicable law, in which case at least twenty-four (24) hours’ notice shall be given. Special meetings of the Trustees may be called by the Chair or the Chief Administrative Officer, and shall be called at the written request of two or more Trustees. Unless waived by each Trustee, twenty-four (24) hours’ notice of special meetings shall be given to each Trustee in person, by mail, by telephone, by means of electronic communication, or by any other means that reasonably may be expected to provide similar notice. Except as otherwise provided in these By-Laws, notice of special meetings need not state the purpose or purposes thereof. Meetings of the Trustees may be held at any place within or outside the Commonwealth of Massachusetts. Meetings of the Trustees or a committee of the Trustees may be held by any means of remote communication through which the Trustees may simultaneously hear each other or both at a physical location and by means of such remote communication, provided that the notice requirements have been met (or waived) and if the number of Trustees participating would be sufficient to constitute a quorum at such meeting. Participation in such meeting by means of remote communication constitutes presence at the meeting.
Section 3.4 Quorum and Action. A majority of the Trustees currently holding
office, or in the case of a meeting of a committee of the Trustees, a majority of the members of such committee, shall constitute a quorum for the transaction of business at any meeting. If a quorum is present when a duly called or held meeting is convened, the Trustees present may continue to transact business until adjournment, even though the withdrawal of a number of Trustees originally present leaves less than the proportion or number otherwise required for a quorum. At any duly held meeting at which a quorum is present, the affirmative vote of the majority of the Trustees present shall be the act of the Trustees or the committee, as the case may be, on any question, except where the act of a greater number is required by these By-Laws or by the Declaration of Trust.
Section 3.5 Emergencies. Notwithstanding any other provision in the Declaration
of Trust or these By-Laws, this Section 3.5 shall apply during the existence of any catastrophe, or other similar emergency condition, as a result of which a quorum of the Trustees under Section 3.4 of these By-Laws cannot readily be obtained (an “Emergency”). During any Emergency, unless otherwise provided by the Trustees, (i) a meeting of the Trustees or a committee of the Trustees may be called by any Trustee or officer by any means feasible under the circumstances; (ii) notice of any meeting of the Trustees during such an Emergency may be given upon less than the time period otherwise required by these By-Laws to as many Trustees and by such means as may be feasible at the time; and (iii) the number of Trustees necessary to constitute a quorum shall be one-third of the Trustees.
Section 3.6 Action by Written Consent in Lieu of Meetings of Trustees. See
Section 6.3 of these By-Laws.
Section 3.7 Committees. The Trustees, by resolution adopted by the affirmative
vote of a majority of the Trustees, may designate from their members an Executive Committee, an Audit Committee and any other committee or committees, each such committee to consist of two or

more Trustees and to have such powers and authority (to the extent permitted by law) as may be provided in such resolution. Any such committee may be terminated at any time by the affirmative vote of a majority of the Trustees.
Section 3.8 Board Conduct Policies. The Trustees may from time to time require
all Trustees (and any nominee or Proposed Nominee) to agree in writing as to matters of corporate governance, business ethics and confidentiality (“Board Conduct Policies”) while such person serves as a Trustee, such agreement to be on the terms and in a form determined satisfactory by the Trustees, as amended and supplemented from time to time in the discretion of the Trustees. Such Board Conduct Policies may provide that the Trustees may determine that willful violations by a Trustee of such Board Conduct Policies shall constitute willful misconduct by such Trustee.
Section 3.9 Ratification. The Trustees may ratify any act, omission, failure to act
or determination made not to act (an “Act”) by the Trust or its officers to the extent that the Trustees could have originally authorized the Act and, if so ratified, such Act shall have the same force and effect as if originally duly authorized, and such ratification shall be binding upon the Trust and its Shareholders. Any Act questioned in any proceeding on the ground of lack of authority, defective or irregular execution, adverse interest of a director, officer or Shareholder, non-disclosure, miscomputation, the application of improper principles or practices of accounting or otherwise, may be ratified, before or after judgment, by the Trustees, and such ratification shall constitute a bar to any claim or execution of any judgment in respect of such questioned Act.
Section 3.10 Qualifications of Persons Nominated or Seated as Trustees. After
any Shares have been publicly offered, only individuals satisfying the following qualification requirements applicable to all Trustees may be nominated, elected, appointed, qualified or seated (“nominated or seated”) to serve as a Trustee unless a majority of the Trustees then in office shall have determined by resolution that failure to satisfy a particular qualification requirement will not present undue conflicts or impede the ability of the individual to discharge the duties of a Trustee or the free flow of information among Trustees or between the Trust’s investment adviser and the Trustees:
(a) An individual nominated or seated as a Trustee shall not have been charged with a criminal offense involving moral turpitude, dishonesty or breach of trust. (b) An individual nominated or seated as a Trustee shall not have been convicted or have plead guilty or nolo contendere with respect to a felony under the laws of the United States or any state thereof. (c) An individual nominated or seated as a Trustee shall not be, and shall not at any time have been, subject to any censure, order, consent decree (including consent decrees in which the individual has neither admitted nor denied the findings) or adverse final action of any federal, state or foreign governmental or regulatory authority (including self-regulatory organizations), barring or suspending such individual from participation in or association with any investment-related business or restricting such individual’s activities with respect to any investmentrelated business.

(d) An individual nominated or seated as a Trustee shall not have engaged in any conduct which has resulted in the Commission censuring, placing limitations on the activities, functions, or operations of, suspending, or revoking the registration of any investment adviser under
Section 203(e) or (f) of the Investment Advisers Act of 1940.
(e) An individual nominated or seated as a Trustee shall not be, and shall not at any time have been, ineligible to serve or act in the capacity of employee, officer, director, member of an advisory board, investment adviser, or depositor of any registered investment company pursuant to Section 9(a) of the 1940 Act in the absence of an exemptive order under Section 9(c) of the 1940 Act. (f) An individual nominated or seated as a Trustee shall not have been charged, convicted, have pled guilty or nolo contender, been subject to any censure, order, consent decree (including consent decrees in which the individual has neither admitted nor denied the findings) or final action or finding of any federal, state or foreign governmental or regulatory authority (including self-regulatory organizations) with respect to any conduct that pursuant to Section 9(b) of the 1940 Act could constitute a basis for the Commission to by order prohibit, conditionally or unconditionally, such individual from serving or acting as an employee, officer, director, member of an advisory board, investment adviser or depositor of, or principal underwriter for a registered investment company, regardless of whether or not any such prohibition has been ordered. (g) An individual nominated or seated as a Trustee shall not fail to comply with any other criteria established by or pursuant to the 1940 Act related to service as a trustee of a management investment company. (h) An individual nominated or seated as a Trustee shall not cause (in the case of a nomination, if seated) the Fund to fail to comply with any criteria established by or pursuant to the 1940 Act governing the permitted composition of the board of trustees of a registered investment company. (i) An individual nominated or seated as a Trustee shall not serve as a trustee or director (or person performing similar functions) of more than three (3) companies having securities registered under the Exchange Act or treated as public reporting companies under any comparable regulatory regime (the Trust and all other investment companies having the same investment adviser or investment advisers in a control relationship with each other shall all be counted as a single company for this purpose). (j) An individual nominated or seated as a Trustee shall not, during the year of the election or nomination of such individual and during the immediately preceding calendar year, be, have been, or have been nominated or seated as, officer, general partner, manager, managing member, member of an advisory board, trustee or director (or person performing similar functions) of any investment company registered under the 1940 Act or other collective investment vehicle that would be an investment company, as defined in the 1940 Act, but for Section 3(c)(1), 3(c)(7) or 3(c)(11) of the 1940 Act (other than the Trust and other investment vehicles having the same investment adviser as the Trust or an investment adviser in a control relationship
with the investment adviser of the Trust).

(k) Only individuals satisfying the following additional qualification requirements applicable to Non-Management Trustees may be nominated or seated to serve as NonManagement Trustees:
(i) An individual nominated or seated as a Non-Management Trustee shall not be an “interested person” (as defined in the 1940 Act) of the Trust. (ii) An individual nominated or seated as a Non-Management Trustee shall not be an “affiliated person” (as defined in the 1940 Act) of the Trust or an affiliated person of such a person. (iii) An individual nominated or seated as a Non-Management Trustee shall not directly or indirectly own beneficially, or be a member of a group of Shareholders party to an agreement, arrangement or practice for sharing information or decisions concerning Shareholder actions or the acquisition, disposition or voting of Shares, who together directly or indirectly own beneficially five percent (5%) or more of the outstanding Shares of any class of Shares of the Trust (each such Person and each member of such a group, a “5% Holder”), may not control or act in concert with a 5% Holder, and may not be an immediate family member of a 5% Holder or of a Person who controls or acts in concert with a 5% Holder. (iv) An individual nominated or seated as a Non-Management Trustee shall not, and any immediate family member of such nominee shall not, during the year of the election or nomination of such individual and during the immediately preceding calendar year, be or have been an employee, officer, general partner, manager, managing member, trustee or director (or person performing similar functions) of a 5% Holder or any Person in a control relationship with or who acts in concert with a 5% Holder. (v) An individual nominated or seated as a Non-Management Trustee shall not, and any immediate family member of such nominee shall not, during the year of the election or nomination of such individual and during the immediately preceding calendar year, accept or have accepted directly or indirectly any consulting, advisory, or other compensatory fee from a 5% Holder or from any Person in a control relationship with or who acts in concert with a 5% Holder. (vi) An individual nominated or seated as a Non-Management Trustee shall not, and any immediate family member of such individual shall not, control or act in concert with any 12(d) Holder or any Person in a control relationship with a 12(d) Holder. (vii) An individual nominated or seated as a Non-Management Trustee shall not, and any immediate family member of such individual shall not, during the year of the election or nomination of such individual and during the immediately preceding calendar year, be or have been an employee, officer, general partner, manager, managing member, trustee or director (or person performing similar functions) of a 12(d) Holder or any Person in a control relationship with a 12(d) Holder or who acts in concert with a 12(d) Holder.

(viii) An individual nominated or seated as a Non-Management Trustee shall not, and any immediate family member of such individual shall not, during the year of the election or nomination of such individual and during the immediately preceding calendar year, accept or have accepted any consulting, advisory, or other compensatory fee from a 12(d) Holder or a Person in a control relationship with a 12(d) Holder or who acts in concert with a 12(d) Holder.
Section 3.11 The Chair of the Board of Trustees. The Chair of the Board of
Trustees (the “Chair”) shall be elected from among the Trustees. He or she shall when present, preside at all meetings of the Trustees. He or she shall perform all duties incident to the office of Chair of the Board and such other duties as from time to time may be assigned to him or her by the Trustees or by these By-Laws.
Section 3.12 No Increased Liability For Certain Trustees. The appointment,
designation, or identification (including in any proxy or registration statement or other document) of a Trustee as Chair, a member or chair of a committee of the Trustees, an expert on any topic or in any area (including an audit committee financial expert) or as having experience, attributes or skills in any area, or any other appointment, designation, or identification of a Trustee, shall not impose on that person any standard of care or liability that is greater than that imposed on that person as a Trustee in the absence of the appointment, designation, or identification, and no Trustee who has special attributes, skills, experience, or expertise, or is appointed, designated, or identified as aforesaid, shall be held to a higher standard of care by virtue thereof. In addition, no appointment, designation, or identification of a Trustee as aforesaid shall affect in any way that Trustee’s rights or entitlement to indemnification or advancement of expenses.
ARTICLE IV
OFFICERS
Section 4.1 Number and Qualifications. The officers of the Trust shall include a
Chief Administrative Officer, a Controller, one or more Vice Presidents, a Treasurer, a Secretary and the Chief Compliance Officer. Any two or more offices may be held by the same person. Unless otherwise determined by the Trustees, each officer shall be appointed by the Trustees for a term which shall continue until his or her successor shall have been duly elected and qualified, or until his or her death, or until he or she shall have resigned or have been removed, as hereinafter provided in these By-Laws. The Trustees may from time to time elect, or delegate to the Chair or the Chief Administrative Officer, or both, the power to appoint, such officers (including one or more Assistant Vice Presidents, one or more Assistant Treasurers and one or more Assistant Secretaries) and such agents as may be necessary or desirable for the business of the Trust. Such other officers shall hold office for such terms as may be prescribed by the Trustees or by the appointing authority. The Chair is not deemed to be an officer of the Trust by virtue of serving as Chair.
Section 4.2 Resignations. Any officer of the Trust may resign at any time by
giving written notice of his or her resignation to the Trustees, the Chair, the Chief Administrative Officer or the Secretary. Any such resignation shall take effect at the time specified therein or, if the time when it shall become effective shall not be specified therein, immediately upon its receipt, and,

unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.
Section 4.3 Removal. The Chief Administrative Officer, the Controller, any Vice
President, the Treasurer, the Secretary or the Chief Compliance Officer may be removed at any time, with or without cause, by a resolution approved by the affirmative vote of a majority of the Trustees present at a duly convened meeting of the Trustees. Any other officer may be removed at any time, with or without cause, by the Chair, the Chief Administrative Office or the Trustees.
Section 4.4 Vacancies. A vacancy in the office of the Chief Administrative
Officer, the Controller, any Vice President or Executive Vice President, the Treasurer, the Secretary or the Chief Compliance Officer because of death, resignation, removal, disqualification or any other cause, may be filled by appointment made by the Trustees, and the vacancy of any other office may be filled by appointment made by the Chair or the Chief Administrative Officer.
Section 4.5 The Chief Administrative Officer. The Chief Administrative Officer
shall be the chief executive and operating officer of the Trust and, subject to the Board, he or she shall have general authority over and general management and control of the business and affairs of the Trust. In general, he or she shall discharge all duties incident to the offices of Chief Administrative Officer, chief executive, chief operating officer and president of the Trust and such other duties as may be prescribed by the Trustees from time to time. The Chief Administrative Officer shall be authorized to do or cause to be done all things necessary or appropriate, including preparation, execution and filing of any documents, to effectuate the registration from time to time of the Common Shares or Preferred Shares of the Trust with the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended (the “Securities Act”). Without limiting the foregoing, the Chief Administrative Officer shall have any and all of the powers and duties assigned to the president of the Trust under the Declaration of Trust. In the absence of the Chief Administrative Officer or in the event of his or her disability, or inability to act or to continue to act, the Trustees may appoint a temporary Chief Administrative Officer who, when so acting, shall have all the powers of, and be subject to all the restrictions upon, the Chief Administrative Officer. In the absence of any such appointment, the Secretary shall perform the duties of the Chief Administrative Officer and, when so acting, shall have all the powers of, and be subject to all the restrictions upon, the Chief Administrative Officer.
Section 4.6 Vice Presidents. Each Vice-President shall perform all such duties as
from time to time may be assigned to him by the Trustees, the Chair or the Chief Administrative Officer.
Section 4.7 Controller. The Controller shall:
(a) keep accurate financial records for the Trust; (b) render to the Chair, the Chief Administrative Officer and the Trustees, whenever requested, an account of all transactions by and of the financial condition of the Trust; and

(c) in general, perform all the duties incident to the office of Controller and such other duties as from time to time may be assigned to him by the Trustees, the Chair or the Chief Administrative Officer.
Section 4.8 Treasurer. The Treasurer shall:
(a) have charge and custody of, and be responsible for, all the funds and securities of the Trust, except those which the Trust has placed in the custody of a bank or trust company pursuant to a written agreement designating such bank or trust company as custodian of the property of the Trust, as required by Section 6.6 of these By-Laws; (b) deposit all money, drafts, and checks in the name of and to the credit of the Trust in the banks and depositories designated by the Trustees; (c) endorse for deposit all notes, checks, and drafts received by the Trust making proper vouchers therefor:
(d) disburse corporate funds and issue checks and drafts in the name of the Trust, as ordered by the Trustees; and (e) in general, perform all the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him by the Trustees, the Chair or the Chief Administrative Officer.
Section 4.9 Secretary. The Secretary shall:
(a) keep or cause to be kept in one or more books provided for the purpose, the minutes of all meetings of the Trustees, the committees of the Trustees and the Shareholders; (b) see that all notices are duly given in accordance with the provisions of these By-Laws and as required by statute; (c) be custodian of the records of the Trust, other than those kept by other officers or agents; (d) see that the books, reports, statements, certificates and other documents and records required by statute to be kept and filed are properly kept and filed; and (e) in general, perform all the duties incident to the office of Secretary and such other duties as from time to time may be assigned to him by the Trustees, the Chair or the Chief Administrative Officer.
Section 4.10 Chief Compliance Officer. The Chief Compliance Officer shall be the
principal compliance officer of the Trust. The Chief Compliance Officer shall have the authority, duties and responsibilities of a chief compliance officer as set forth in Rule 38a-1 under the 1940 Act. The Chief Compliance Officer shall be appointed by, and may only be removed by, and his or her compensation shall be subject to approval of, the Trustees, including a majority of the Trustees who are not “interested persons” of the Trust within the meaning of the 1940 Act.

Section 4.11 Compensation. The compensation, if any, of all officers shall be fixed
by the Trustees.
ARTICLE V
SHARES
Section 5.1 Share Certificates. No certificates representing Common Shares or
Preferred Shares shall be issued except as the Trustees may otherwise authorize.
Section 5.2 Share Records. The Trust shall keep at its principal executive office,
or at another place or places within the United States determined by the Trustees, a share register not more than one year old, containing the names and addresses of the Shareholders and the number of Shares held by each Shareholder. The Trust shall also keep, at its principal executive office, or at another place or places within the United States determined by the Trustees, a record of the dates on which certificates representing Shares, if any, were issued.
Section 5.3 Share Transfers. Upon compliance with any provisions restricting the
transferability of Shares that may be set forth in the Declaration of Trust, these By-Laws, or any resolution or written agreement in respect thereof, transfers of Shares of the Trust shall be made only on the books of the Trust by the registered holder thereof, or by his or her attorney thereunto authorized by power of attorney duly executed and filed with an officer of the Trust, or with a transfer agent or a registrar, and on surrender of any certificate or certificates for such Shares properly endorsed and the payment of all taxes thereon. Except as may be otherwise provided by applicable law or these By-Laws, the person in whose name Shares stand on the books of the Trust shall be deemed the owner thereof for all purposes as regards the Trust; provided that whenever any transfer of Shares shall be made for collateral security, and not absolutely, such fact, if known to an officer of the Trust, shall be so expressed in the entry of transfer.
Section 5.4 Regulations. The Trustees may make such additional rules and
regulations, not inconsistent with these By-Laws, as they may deem expedient concerning the issue, certification, transfer and registration of Shares of the Trust. They may appoint, or authorize any officer or officers to appoint, one or more transfer agents or one or more transfer clerks and one or more registrars and may require all certificates for Shares to bear the signature or signatures of any of them.
Section 5.5 Lost, Destroyed or Mutilated Certificates. The holder of any
certificate representing Shares of the Trust shall immediately notify the Trust of any loss, destruction or mutilation of such certificate, and the Trust may issue a new certificate in the place of any certificate theretofore issued by it which the owner thereof shall allege to have been lost or destroyed or which shall have been mutilated, and the Trustees may, in their discretion, require such owner or his or her legal representatives to give to the Trust a bond in such sum, limited or unlimited, and in such form and with such surety or sureties as the Trustees in their absolute discretion shall determine, to indemnify the Trust against any claim that may be made against it on account of the alleged loss or destruction of any such certificate, or the issuance of a new certificate. Anything herein to the contrary notwithstanding, the Trustees, in their absolute discretion, may refuse to issue any such new certificate, except as otherwise required by applicable law.

Section 5.6 Record Date; Certification of Beneficial Owner.
(a) The Trustees may fix a date not more than one hundred twenty (120) days before the date of a meeting of Shareholders as the date for the determination of the holders of Shares entitled to notice of and entitled to vote at the meeting or any adjournment thereof. (b) The Trustees may fix a date for determining Shareholders entitled to receive payment of any dividend or distribution or allotment of any rights or entitled to exercise any rights in respect of any change, conversion or exchange of Shares. (c) In the absence of a record date fixed in accordance with the provisions above, (i) the date for determination of Shareholders entitled to notice of and entitled to vote at a meeting of Shareholders shall be the later of the close of business on the day on which notice of the meeting is mailed or the thirtieth day before the meeting, and (ii) the date for determining Shareholders entitled to receive payment of any dividend or distribution or an allotment of any rights or entitled to exercise any rights in respect of any change, conversion or exchange of Shares shall be the close of business on the day on which the resolution of the Trustees is adopted. (d) A resolution approved by the affirmative vote of a majority of the Trustees present may establish a procedure whereby a Shareholder may certify in writing to the Trust that all or a portion of the Shares registered in the name of the Shareholder are held for the account of one or more beneficial owners. Upon receipt by the Trust of the writing in accordance with such procedure, if established, the persons specified as beneficial owners, rather than the actual Shareholders, are deemed the Shareholders for the purposes specified in the writing.
ARTICLE VI
MISCELLANEOUS
Section 6.1 Fiscal Year. The fiscal year of the Trust shall be as fixed by the
Trustees of the Trust.
Section 6.2 Notice and Waiver of Notice.
(a) Any notice of a meeting required to be given under these By-Laws to Shareholders or Trustees, or both, may be waived by any such person (i) orally or in writing signed by such person before, at or after the meeting or (ii) by attendance at the meeting, including in the case of a Shareholder, by proxy. (b) Except as otherwise specifically provided herein, all notices required by these By-Laws shall be printed or written, and shall be delivered either personally, by telecopy, telegraph or cable, by electronic transmission, or by mail or courier or delivery service, and, if mailed, shall be deemed to be delivered when deposited in the United States mail, postage prepaid, addressed to the Shareholder or Trustee at his or her address as it appears on the records of the Trust.

Section 6.3 Action by Written Consent in Lieu of Meeting.
(a) An action required or permitted to be taken at a meeting of the Shareholders may be taken without a meeting by written action signed by all Shareholders entitled to vote on that action. The written action is effective when it has been signed by all such Shareholders, unless a different effective time is provided in the written action. (b) An action which is required or permitted to be taken at a meeting of Trustees and which also requires subsequent Shareholder approval may be taken by written action signed by all Trustees. An action which is required or permitted to be taken at a meeting of the Trustees or a committee of the Trustees but which does not require Shareholder approval may be taken by written action signed by the number of Trustees that would be required to take the same action at a meeting of the Trustees or committee, as the case may be, at which all Trustees were present. The written action is effective when signed by the required number of Trustees, unless a different effective time is provided in the written action. When written action is taken by less than all Trustees, all Trustees shall be notified immediately of its text and effective date.
Section 6.4 Reports to Shareholders. The books of account of the Trust shall be
examined by an independent firm of public accountants at the close of each annual period of the Trust and at such other times, if any, as may be directed by the Trustees. A report to the Shareholders based upon such examination shall be mailed to each Shareholder of the Trust of record at his or her address as the same appears on the books of the Trust or otherwise disseminated to Shareholders in accordance with applicable law. Each such report shall set forth such other information required by the 1940 Act and such other matters as the Trustees or such independent firm of public accountants shall determine.
Section 6.5 Approval of Independent Registered Public Accounting Firm. At
any regular meeting of the Shareholders of the Trust there may be submitted, for ratification or rejection, the name of the independent registered public accounting firm which has been selected for the fiscal year in which such meeting is held by a majority of those members of the Trustees who are not “interested persons” of the Trust within the meaning of the 1940 Act.
Section 6.6 Custodian. All securities and cash of the Trust shall be held by a
custodian meeting the requirements for a custodian contained in the 1940 Act and the rules and regulations thereunder and in any applicable state securities or blue sky laws. The Trust shall enter into a written contract with the custodian regarding the powers, duties and compensation of the custodian with respect to the cash and securities of the Trust held by the custodian. Said contract and all amendments thereto shall be approved by the Trustees of the Trust. The Trust shall upon the resignation or inability to serve of the custodian obtain a successor custodian and require that the cash and securities owned by the Trust be delivered to the successor custodian.
Section 6.7 Prohibited Transactions. No officer or Trustee of the Trust or of its
investment adviser shall deal for or on behalf of the Trust with himself, as principal or agent, or with any corporation or partnership in which he or she has a financial interest. This prohibition shall not prevent: (a) officers or Trustees of the Trust from having a financial interest in the Trust, its principal underwriter or its investment adviser; (b) the purchase of securities for the portfolio of the Trust or the sale of securities owned by the Trust through a securities dealer, one or more of whose partners,

officers or Trustees is an officer or Trustee of the Trust, provided such transactions are handled in the capacity of broker only and provided commission charged do not exceed customary brokerage charges for such service; (c) the purchase or sale of securities for the portfolio of the Trust pursuant to a rule under the 1940 Act or pursuant to an exemptive order of the Securities and Exchange Commission; or (d) the employment of legal counsel, registrar, transfer agent, dividend disbursing agent, or custodian having a partner, officer or director who is an officer or Trustee of the Trust, provided only customary fees are charged for services rendered to or for the benefit of the Trust.
Section 6.8 Bonds. The Trustees may require any officer, agent or employee of the
Trust to give a bond to the Trust, conditioned upon the faithful discharge of his or her duties, with one or more sureties and in such amount as may be satisfactory to the Trustee. The Trustees shall, in any event, require the Trust to provide and maintain a bond issued by a reputable fidelity insurance company, authorized to do business in the place where the bond is issued, against larceny and embezzlement, covering each officer and employee of the Trust, who may singly, or jointly with others, have access to securities or funds of the Trust, either directly or through authority to draw upon such funds or to direct generally the disposition of such securities, such bond or bonds to be in such reasonable form and amount as a majority of the Trustees who are not “interested persons” of the Trust as defined in the 1940 Act shall approve not less than once every twelve months, with due consideration to all relevant factors including, but not limited to, the value of the aggregate assets of the Trust to which any such officer or employee may have access, the type and terms of the arrangements made for the custody and safekeeping of such assets, and the nature of the securities in the Trust’s portfolio, and as meet all requirements which the Securities and Exchange Commission may prescribe by order, rule or regulation.
Section 6.9 Provisions in Conflict with Law or Regulations. The provisions of
these By-Laws are severable. If any provision of these By-Laws shall be held invalid or unenforceable, in whole or in part, in any jurisdiction, such invalidity or unenforceability shall attach only to such provision, or such part or parts thereof, in such jurisdiction and shall not in any manner affect such provision in any other jurisdiction or any other provision of these By-Laws in any jurisdiction. No provision of these By-Laws shall be effective to require a waiver of compliance with any provision of, or restrict any Shareholder rights expressly granted by, the Securities Act, the Exchange Act or the 1940 Act, or of any valid rule, regulation, or order of the Commission thereunder.
Section 6.10 Derivative and Direct Actions.
(a) No Shareholder may bring a derivative or similar action or proceeding in the right of or name of or on behalf of the Trust to recover a judgment in its favor (a “derivative action”) unless each of the following conditions is met:
(i) The Shareholder (the “Complaining Shareholder”) was a Shareholder of the Trust at the time of the action or failure to act complained of, or acquired the Shares afterwards by operation of law from a Person who was a Shareholder at that time; (ii) The Complaining Shareholder was a Shareholder of the Trust at the time the demand required by subparagraph (iii) below was made;

(iii) Prior to the commencement of such derivative action, the Complaining Shareholder has made a written demand on the Trustees requesting that the Trustees cause the Trust to file the action (a “demand”), which demand shall include at least the following:
(1) a copy of the proposed derivative complaint, setting forth a detailed description of the action or failure to act complained of, the facts upon which each such allegation is made, and the reasonably estimated damages or other relief sought; (2) a statement to the effect that the Complaining Shareholder believes in good faith that the Complaining Shareholder will fairly and adequately represent the interests of similarly situated Shareholders in enforcing the rights of the Trust and an explanation of why the Complaining Shareholder believes that to be the case; (3) a certification that the requirements of subparagraphs (i) and (ii) of this paragraph (a) have been met, as well as information and documentation reasonably designed to allow the Trustees to verify that certification; (4) a list of all other derivative or class actions in which the Complaining Shareholder is or was a named plaintiff, the court in which such action was filed, the date of filing, the name of all counsel to any plaintiffs, and the outcome or current status of such actions; (5) a certification by the Complaining Shareholder of the number of Shares of the Trust owned beneficially or of record by the Complaining Shareholder at the time set forth in subparagraphs (i) and (ii) of this paragraph (a) and an undertaking that the Complaining Shareholder will be a Shareholder of the Trust as of the commencement of and throughout the derivative action and will notify the Trust in writing of any sale, transfer, or other disposition by the Complaining Shareholder of any such Shares within three business days thereof; and (6) an acknowledgement of paragraphs (e) and (f) below; and (iv) the derivative action has not been barred in accordance with paragraph (c) below. (b) Within 90 calendar days of the receipt of a Shareholder demand submitted in accordance with the requirements above, those Trustees who are independent for purposes of considering the demand (as used in this Section 6.10, the “independent Trustees”) will consider, with the assistance of counsel who may be retained by such Trustees on behalf and at the expense of the Trust, the merits of the claim and determine whether maintaining a suit would be in the best

interests of the Trust or if the matter should be submitted to a vote of Shareholders to the extent permitted under Section 1 of Article IX of the Declaration. If, during this 90-day period, the independent Trustees conclude that a determination as to the maintenance of a suit cannot reasonably be made within the 90-day period, or if a decision is made to submit the matter to a vote of Shareholders, the independent Trustees may extend the 90-day period by a period of time that the independent Trustees consider will be sufficient to permit them to make such a determination, not to exceed 60 calendar days from the end of the initial 90-day period, or, if the decision is made to submit the matter to a vote of Shareholders, not to exceed such period as the Trustees shall determine is reasonable and practical for the submission of the matter to Shareholders (such 90-day period, as may be extended as provided hereunder, the “review period”). Written notice of any such decision to extend the review period shall be sent to the Complaining Shareholder, or the Shareholder’s counsel if represented by counsel, within five business days of any decision to extend the period. Trustees who are not “interested persons” of the Trust (as defined in the 1940 Act) are deemed independent for all purposes, including for the purpose of approving or dismissing a derivative action. A Trustee otherwise independent for purposes of considering the demand shall not be considered not to be independent solely by virtue of (i) the fact that such Trustee receives remuneration for his service as a Trustee of the Trust or as a trustee or director of one or more investment companies with the same or an affiliated investment adviser or underwriter, (ii) the amount of such remuneration, (iii) the fact that such Trustee was identified in the demand as a potential defendant or witness, or (iv) the fact that the Trustee approved the act being challenged in the demand if the act resulted in no material personal benefit to the Trustee or, if the Trustee is also a Shareholder, no material personal benefit that is not shared pro rata with other Shareholders. (c) If the demand has been properly made under paragraph (a) of this Section 6.10, and a majority of the independent Trustees have considered the merits of the claim and have determined that maintaining a suit would not be in the best interests of the Trust, the demand shall be rejected and the Complaining Shareholder shall not be permitted to maintain a derivative action unless the Shareholder first sustains the burden of proof to the court that the decision of the Trustees not to pursue the requested action was not a good faith exercise of their business judgment on behalf of the Trust. If upon such consideration a majority of the independent Trustees determine that such a suit should be maintained, then the appropriate officers of the Trust shall either cause the Trust to commence that suit and such suit shall proceed directly rather
than derivatively, or permit the Complaining Shareholder to proceed derivatively, provided however that any counsel representing the interests of the Trust shall be approved by the Trustees. Notwithstanding the foregoing, in their sole discretion, the Trustees may, as and to the extent provided in Section 1 of Article IX of the Declaration, submit the matter to a vote of Shareholders of the Trust and if so submitted, any decision by the independent Trustees to bring or maintain a court action, proceeding, or suit on behalf of the Trust shall be subject to any right of the Shareholders under Section 1 of Article IX of the Declaration to vote, by vote of a majority of the outstanding voting securities of the Trust (as defined in the 1940 Act), on whether or not such court action, proceeding, or suit should or should not be brought or maintained. Any decision by the independent Trustees to submit the matter to a vote of Shareholders, shall be made by the Trustees in their business judgment and shall be binding upon the Shareholders. The Trustees, or the appropriate officers of the Trust, shall inform the Complaining Shareholder of any decision reached under this paragraph (c) by sending written notice to the Complaining Shareholder, or the Shareholder’s counsel, if represented by counsel, within five business days of such decision having been reached.

(d) If notice of a decision has not been sent to the Complaining Shareholder or the Shareholder’s counsel within the time permitted by paragraph (c) above, and subparagraphs (i) through (iv) of paragraph (a) above have been complied with, the Complaining Shareholder shall not be barred by these By-Laws from commencing a derivative action. (e) No Shareholder may bring a direct action claiming injury as a Shareholder of the Trust where the matters alleged (if true) would give rise to a claim by the Trust, unless the Shareholder has suffered an injury distinct from that suffered by the Shareholders of the Trust generally. Without limiting the generality of the foregoing, claims to vindicate a Shareholder’s contractual voting rights constitute direct claims only when the alleged injury to the Shareholder relating to the claim about his, her, or its voting rights is distinct from injury alleged to be suffered by the Shareholders of the Trust generally. A Shareholder bringing a direct claim must be a Shareholder of the Trust at the time of the injury complained of, or have acquired the Shares afterwards by operation of law from a Person who was a Shareholder at that time. (f) Any claim subject to this Section 6.10 shall be subject to Article VIII of these By-Laws.
ARTICLE VII
BOOKS AND RECORDS
Section 7.1 Inspection of Books and Records.
(a) Upon at least five (5) business days advance written notice to the Trust, a Shareholder is entitled to inspect and copy, during regular business hours at the office where they are maintained, copies of any of the following records of the Trust:
(i) the Declaration of Trust and all amendments thereto currently in effect; (ii) these Bylaws and all amendments thereto currently in effect; (iii) resolutions adopted by the Trustees creating one or more classes or series of Shares, and fixing their relative rights, preferences, and limitations, if any Shares issued pursuant to those resolutions are outstanding; (iv) the minutes of all Shareholders’ meetings, and records of all action taken by Shareholders without a meeting, for the past three (3) years; (v) all written communications to Shareholders generally within the past three (3) years; (vi) a list of the names and business addresses of the current Trustees and officers; and (vii) the most recent annual report delivered to the Secretary of State of the Commonwealth of Massachusetts.

(b) Upon at least five (5) business days advance written notice to the Trust, a Shareholder is entitled to inspect and copy, during regular business hours at the office where they are maintained, copies of any of the following records of the Trust, only to the extent that the written notice describes with reasonable particularity the purpose of the demand and the records the Shareholder desires to inspect, the demand is made in good faith and for a proper purpose, the records requested are directly connected with such purpose, and the Trustees shall not have determined in good faith that disclosure of the records sought would adversely affect the Trust in the conduct of its business or constitute material non-public information at the time when the Shareholder’s notice of demand to inspect and copy is received by the Trust:
(i) excerpts from minutes reflecting action taken at any meeting of the Trustees, records of any action of a committee of the Trustees while acting in place of the Trustees on behalf of the Trust, minutes of any meeting of the Shareholders, and records of action taken by the Shareholders or Trustees without a meeting, to the extent not subject to inspection under Section 7.1(a); (ii) the financial statements of the Trust and the supporting schedules reasonably necessary to verify any line item on those financial statements; and (iii) a list of the names and addresses of all Shareholders of record, in alphabetical order by class, showing the number and class of Shares held by each Shareholder of record.
Section 7.2 Scope of Inspection.
(a) The Trust may satisfy the right of a Shareholder to copy records under
Section 7.1 by furnishing to the Shareholder copies by photocopy or other means chosen by the
Trust, including copies furnished through an electronic transmission or by directing the Shareholder to a publicly accessible website, if available, where copies of any such records are available electronically. (b) The Trust may impose a reasonable charge, covering the costs of labor, material, transmission and delivery, for copies of any documents provided to the Shareholder, which charge shall not exceed the estimated cost of production, reproduction, transmission or delivery of the records. (c) The Trust may impose reasonable restrictions on the use or distribution of records by the demanding Shareholder, including by requiring the Shareholder to enter into a confidentiality agreement on terms acceptable to the Trustees in its sole discretion. (d) Any determinations made by the Trustees related to a Shareholder’s request to inspect the Trust’s books and records pursuant to this Article VII, including, but not limited to, (i) whether such demand is made in good faith and for a proper purpose, (ii) whether the records requested are directly connected with such purpose, (iii) whether disclosure of the records sought would adversely affect the Trust in the conduct of its business or (iv) whether the records sought constitute material non-public information, shall be conclusive and any Shareholder challenging

such determination shall have the burden of proving that the Trustees acted in bad faith in making any such determination. (e) No Shareholder shall have any right to inspect any records, accounts, books or documents of the Trust except as provided for by this Article VII or otherwise authorized by the Trustees.
ARTICLE VIII
EXCLUSIVE FORUM FOR CERTAIN LITIGATION; WAIVER OF JURY TRIAL
Section 8.1 Exclusive Forum for Certain Litigation. Unless the Trust consents
in writing to the selection of an alternative forum, the United States District Court for the District of Massachusetts (Boston Division) or, to the extent such court does not have jurisdiction, the Business Litigation Session of the Massachusetts Superior Court in Suffolk County, shall be the sole and exclusive forum for (a) any derivative action or proceeding brought on behalf of the Trust, (b) any action asserting a claim of breach of any duty owed by any Trustee or officer or other employee of the Trust to the Trust or to the Shareholders of the Trust, (c) any action asserting a claim against the Trust or any Trustee or officer or other employee of the Trust arising pursuant to Massachusetts business trust law or the Declaration of Trust or these By-Laws, or (d) any other action asserting a claim against the Trust or any Trustee or officer or other employee of the Trust that is governed by the internal affairs doctrine (“Covered Action”). If a Shareholder or group of Shareholders bring a Covered Action in a jurisdiction other than as specified above, and venue for such Covered Action is subsequently changed through legal process to the United States District Court for the District of Massachusetts or the Superior Court of Suffolk County for the Commonwealth of Massachusetts, such Shareholder(s) shall reimburse all expenses incurred by the Trust or any other person in effecting such change of venue. This Article VIII does not apply to any claim under the U.S. federal securities laws.
Section 8.2 Waiver of Jury Trial. In any Covered Action, there shall be no right
to a jury trial. THE RIGHT TO A TRIAL BY JURY IS EXPRESSLY WAIVED BY THE PARTIES TO SUCH COVERED ACTION TO THE FULLEST EXTENT PERMITTED BY LAW.
ARTICLE IX
AMENDMENTS
These By-Laws may be amended or repealed, or new By-Laws may be adopted, by a vote of a majority of the Trustees at any meeting thereof or by action of the Trustees by written consent in lieu of a meeting. These By-Laws may not be amended or repealed and new By-Laws may not be adopted by the Shareholders of the Trust.

ARTICLE X
DEFINITIONS
Section 10.1 Capitalized Terms. All words and terms capitalized in these By-Laws
and not defined herein shall have the meaning or meanings set forth for such words or terms in the Declaration of Trust.
Section 10.2 Certain Definitions. As used in these By-Laws, the following term
shall have the meanings ascribed to them:
(a) “12(d) Holder” shall mean any investment fund (as defined herein), but excluding any investment fund managed by the Trust’s investment adviser or an investment adviser in a control relationship with the Trust’s investment adviser, and any company or companies controlled by such investment fund in the aggregate owning beneficially or of record (A) more than three percent (3%) of the outstanding voting Shares of the Trust, (B) securities issued by the Trust having an aggregate value in excess of five percent (5%) of the total assets of such investment fund and any company or companies controlled by such investment fund, (C) securities issued by the Trust and by all other investment funds having an aggregate value in excess of ten percent (10%) of the total assets of the investment fund making such investment and any company or companies controlled by the investment fund making such investment, or (D) together with other investment funds having the same investment adviser, investment manager, general partner or managing member (or investment advisers, investment managers, general partners or managing members in a control relationship) and companies controlled by such investment funds, more than ten percent (10%) of the total outstanding Shares of the Trust. (b) “1940 Act” shall mean the Investment Company Act of 1940, as amended. (c) “beneficial owner” of a security shall mean any Person who, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise (A) has or shares: (1) voting power which includes the power to vote, or to direct the voting of, such security; and/or, (2) investment power which includes the power to dispose, or to direct the disposition, of such security or (B) owns, controls or holds with power to vote such security. A Person shall be deemed to be the beneficial owner of shares if that Person has the right to acquire beneficial ownership of such shares at any time, whether or not within sixty days of the date of such determination. “Beneficially own,” “own beneficially” and related terms shall have correlative meaning. (d) “Contested Election” shall mean any election of Trustees in which the number of persons nominated for election as Trustees in accordance with these By-Laws exceeds the number of Trustees to be elected, with the determination that any election of Trustees is a Contested Election to be made by the Secretary or other officer of the Trust prior to the time the Trust mails its initial proxy statement in connection with such election of Trustees. If, prior to the time the Trust mails its initial proxy statement in connection with such election of Trustees, one or more persons nominated for election as a Trustee is withdrawn such that the number of persons nominated for election as Trustees no longer exceeds the number of Trustees to be elected, such election shall not be considered a Contested Election.

(e) “control” shall mean the power to exercise a controlling influence over a Person, which in the case of a company means the power to exercise a controlling influence over the management or policies of such company, unless such power is solely the result of an official position with such company. (f) “control relationship” with respect to any Person shall mean control over such Person, being controlled by such Person or being under common control with such Person. (g) “immediate family member” shall mean shall mean any parent, child, spouse, spouse of a parent, spouse of a child, brother or sister (including step and adoptive relationships). (h) “investment fund” shall mean any collective investment vehicle, including the Trust, primarily engaged in the business of investing in “investment securities” (as defined in the 1940 Act). (i) “Non-Management Trustee” shall mean a Trustee who is not an “interested person” (as defined in the 1940 Act) of the Trust’s investment adviser. (j) “Person” shall mean and include individuals, corporations, partnerships, trusts, limited liability companies, associations, joint ventures and other entities, whether or not legal entities, and governments and agencies and political subdivisions thereof. (k) “Proposed Nominee Associate” of any Proposed Nominee shall mean (i) any person acting in concert with such Proposed Nominee, (ii) any beneficial owner of Shares of the Trust owned of record or beneficially by such Proposed Nominee (other than a Shareholder that is a depositary) and (iii) any person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, such Proposed Nominee or such Proposed Nominee Associate. (l) “publicly announced or disclosed” shall mean disclosed in a press release reported by the Dow Jones News Service, Associated Press or comparable national news service, in a document publicly filed by the Trust with the Securities and Exchange Commission, or in a Web site accessible to the public maintained by the Trust or by its investment adviser. (m) “Shareholder Associate” of any Shareholder shall mean (i) any person acting in concert with such Shareholder, (ii) any beneficial owner of Shares of the Trust owned of record or beneficially by such Shareholder (other than a Shareholder that is a depositary) and (iii) any person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, such Shareholder or such Shareholder Associate.

EXHIBIT A
NUVEEN CLOSED-END FUNDS
(Organized as Massachusetts Business Trusts)
Updated as of February 28, 2024
Trust Date Established
Nuveen AMT-Free Municipal Credit Income Fund July 12, 1999 Nuveen AMT-Free Municipal Value Fund November 19, 2008 Nuveen AMT-Free Quality Municipal Income Fund July 28, 2002 Nuveen Arizona Quality Municipal Income Fund August 24, 2012 Nuveen California AMT-Free Quality Municipal Income Fund July 29, 2002 Nuveen California Municipal Value Fund November 12, 2020 Nuveen California Quality Municipal Income Fund December 1, 1998 Nuveen California Select Tax-Free Income Portfolio March 30, 1992 Nuveen Core Equity Alpha Fund January 9, 2007 Nuveen Core Plus Impact Fund December 3, 2020 Nuveen Credit Strategies Income Fund March 16, 2003 Nuveen DOWSM Dynamic Overwrite Fund May 20, 2014 Nuveen Dynamic Municipal Opportunities Fund November 4, 2019 Nuveen Floating Rate Income Fund January 15, 2004 Nuveen Global High Income Fund August 5, 2014 Nuveen Massachusetts Quality Municipal Income Fund January 12, 1993 Nuveen Minnesota Quality Municipal Income Fund April 28, 2014 Nuveen Missouri Quality Municipal Income Fund March 29, 1993 Nuveen Mortgage and Income Fund September 10, 2009 Nuveen Multi-Asset Income Fund April 22, 2021 Nuveen Multi-Market Income Fund April 30, 2014 Nuveen Municipal Credit Income Fund March 21, 2001 Nuveen Municipal Credit Opportunities Fund April 18, 2019 Nuveen Municipal High Income Opportunity Fund October 8, 2003 Nuveen NASDAQ 100 Dynamic Overwrite Fund May 20, 2004 Nuveen New Jersey Quality Municipal Income Fund June 1, 1999 Nuveen New York AMT-Free Quality Municipal Income Fund July 29, 2002 Nuveen New York Municipal Value Fund November 12, 2020 Nuveen New York Quality Municipal Income Fund December 1, 1998 Nuveen New York Select Tax-Free Income Portfolio March 30, 1992 Nuveen Pennsylvania Quality Municipal Income Fund December 19, 1990 Nuveen Preferred & Income Opportunities Fund January 27, 2003 Nuveen Preferred and Income Term Fund April 18, 2012

Nuveen Quality Municipal Income Fund January 15, 1999 Nuveen Real Asset Income and Growth Fund January 10, 2012 Nuveen Real Estate Income Fund August 27, 2001 Nuveen S&P 500 Buy-Write Income Fund July 23, 2004 Nuveen S&P 500 Dynamic Overwrite Fund November 11, 2004 Nuveen Select Maturities Municipal Fund July 23, 1992 Nuveen Select Tax-Free Income Portfolio January 29, 1992 Nuveen Taxable Municipal Income Fund December 4, 2009 Nuveen Variable Rate Preferred & Income Fund June 1, 2021 Nuveen Virginia Quality Municipal Income Fund January 12, 1993 ADDITIONS Trust Date Established Nuveen Loan Opportunities Fund April 5, 2022 Nuveen Municipal Income Opportunities Fund September 28, 2022

Exhibit D

FIRM/AFFILIATE OFFICES

BOSTON
HOUSTON
LOS ANGELES
NEW YORK
PALO ALTO
WASHINGTON, D.C.
WILMINGTON

BEIJING
BRUSSELS
FRANKFURT
HONG KONG
LONDON
MUNICH
PARIS
SÃO PAULO
SEOUL
SHANGHAI
SINGAPORE
TOKYO
TORONTO
SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
155 NORTH WACKER DRIVE
CHICAGO, ILLINOIS 60606-1720

TEL: (312) 407-0700
FAX: (312) 407-0411 www.skadden.com
March 21, 2024
VIA ELECTRONIC MAIL (IMshareholderproposals@sec.gov) U.S. Securities and Exchange Commission Office of the Chief Counsel Division of Investment Management 100 F Street, N.E. Washington, D.C. 20549 RE: Nuveen New York AMT-Free Quality Municipal Income Fund Securities and Exchange Act of 1934 Omission of Shareholder Proposal Pursuant to Rule 14a-8 Ladies and Gentlemen:
We are writing on behalf of Nuveen New York AMT-Free Quality Municipal Income Fund (the “Fund”), pursuant to Rule 14a-8(j) promulgated under the Securities Exchange Act of 1934 (the “Exchange Act”) to request that the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) concur with the Fund’s view that, for the reasons stated below, the shareholder proposals and supporting statements (collectively, the “Proposal”) of Karpus Management, Inc., d/b/a Karpus Investment Management (the “Proponent”) may be properly omitted from the proxy materials (the “Proxy Materials”) to be distributed by the Fund in connection with its 2024 annual meeting of shareholders (“2024 Annual Meeting”). The Proposal and other materials submitted by the Proponent to the Fund on March 1, 2024, are attached hereto as Exhibit A. In accordance with Staff Legal Bulletin No. 14D (Nov. 7, 2008), this letter and its attachments are being emailed to imshareholderproposals@sec.gov. In accordance with

Office of the Chief Counsel
Division of Investment Management
March 21, 2024
Rule 14a-8(j)(1), a copy of this letter and its attachments are being sent simultaneously to the Proponent. We take this opportunity to inform the Proponent that if the Proponent elects to submit correspondence to the Commission or the Staff with respect to the Proposal or this letter, a copy of that correspondence should be furnished concurrently to the undersigned on behalf of the Fund pursuant to Rule 14a-8(k) and Staff Legal Bulletin No. 14D. We request that such copy be emailed to kevin.hardy@skadden.com. The Fund advises that it currently intends to begin distribution of its definitive Proxy Materials on or after June 10, 2024. Accordingly, pursuant to Rule 14a-8(j), this letter is being submitted not less than 80 days before the Fund currently intends to file its definitive Proxy Materials with the Commission. BACKGROUND The Fund is a Massachusetts business trust registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as a closed-end management investment company. The Fund’s investment objectives are to provide current income exempt from regular federal, New York State and New York City income taxes and from the federal alternative minimum tax applicable to individuals and to enhance portfolio value relative to the municipal bond market by investing in tax-exempt municipal bonds that the Fund’s investment adviser believes are underrated or undervalued or that represent municipal market sectors that are undervalued. The Fund’s governing documents are its Declaration of Trust, dated July 29, 2002, as amended (the “Fund’s Declaration of Trust”), a copy of which is attached hereto as Exhibit B, and its Amended and Restated By-Laws, dated February 28, 2024 (the “Fund’s ByLaws”), a copy of which is attached hereto as Exhibit C. The Proposal states: “BE IT RESOLVED, the shareholders of Nuveen New York AMT-Free Quality Municipal Income Fund (‘NRK’ or the ‘Fund’) request that the Trustees promptly consider authorizing a self-tender offer for all outstanding common shares of the Fund at or close to net asset value (‘NAV’). If more than 50% of the Fund’s 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 Fund to an open-end mutual fund or exchange traded fund.” The supporting statement is as follows:

Office of the Chief Counsel
Division of Investment Management
March 21, 2024
In 2023, NRK traded at an average discount of 13.8%. 2024 hasn’t proven much better with NRK trading at an average discount of 12.3% through the date of the writing of this proposal. The fact is that our Board has a multitude of options at its disposal to address our Fund’s discount. However, the only actions taken to date that we are aware of are: (i) the approval of repurchase offers, and (ii) an increase in the Fund’s distribution. These steps, while welcome, have proven to be woefully inadequate to address NRK’s outsized discount. We believe that all discount reducing options need to be on the table and that is why we have submitted this proposal. How long will it be before the Board does something to positively impact NRK’s discount? In our view, the Board has lost its focus on what is truly best for shareholders. Rather than listen to the concerns of shareholders, the Board has vigorously defended its position to the detriment of shareholders by opting into control share acquisition statutes and by making it extremely arduous and cumbersome for shareholders to nominate candidates for election to the Board that may challenge Nuveen-centered views. We think that our misguided Board must be put on the right path and focus on what’s important to the shareholders of NRK, rather than on the interests of Nuveen. Complacency and inaction are not acceptable. Hoping the problem will go away by itself is equally illogical. Trustee apathy, unresponsiveness, and disregard of shareholders cannot go unchallenged. Board members are paid a lot of money to represent shareholders and we think it’s incredibly difficult (if not impossible) to argue that affording shareholders the ability to receive net asset value for their shares is not in their best interests. To us, the question is simple: do you want to receive close to NAV for your shares? If yes, please vote FOR our proposal.

Office of the Chief Counsel
Division of Investment Management
March 21, 2024
Send the Board a clear message that it should be more concerned with maximizing shareholder value and doing the right thing for the people they work for – not the Adviser and maximizing their fee revenue. The Fund received the Proposal on March 1, 2024, accompanied by a letter from the Proponent containing the Proposal dated March 1, 2024 (collectively, the “Submission”). The Submission has been provided to the Board of Trustees of the Fund (the “Board,” and each member a “Trustee”), independent counsel to the independent Trustees, special Massachusetts counsel to the Fund, and Nuveen Fund Advisors, LLC, the Fund’s investment adviser (the “Investment Adviser”) and Nuveen Asset Management, LLC, the Fund’s investment sub-adviser (the “Sub-Adviser” and, collectively with the Investment Adviser, “Nuveen”). An opinion of special Massachusetts counsel to the Fund with respect to certain matters of Massachusetts state law relevant to the exclusion of the Proposal as discussed above has been attached hereto as Exhibit D. BASES FOR EXCLUSION The Fund believes that the Proposal may properly be excluded from the Proxy Materials for the following reasons:

The Fund may exclude the Proposal pursuant to Rule 14a-8(b) because the
Proponent does not hold securities entitled to be voted on the Proposal as determined under the Fund’s governing documents.
The Fund may exclude the Proposal pursuant to Rule 14a-8(i)(1) because the
Proposal is not a proper subject for action by shareholders at the 2024 Annual Meeting under state law.
The Fund may exclude the Proposal pursuant to Rule 14a-8(i)(2) because the
Proposal, if included in the Proxy Materials, would prevent the Trustees from properly exercising their fiduciary duties and thereby cause the Trustees to violate state law.
The Fund may exclude the Proposal pursuant to Rule 14a-8(i)(3) because it is
contrary to the Commission’s proxy rules and contains false and misleading statements in violation of Rule 14a-9.

Office of the Chief Counsel
Division of Investment Management
March 21, 2024
ANALYSIS

The Fund may exclude the Proposal pursuant to Rule 14a-8(b) because the
Proponent does not hold securities entitled to be voted on the Proposal as determined pursuant to the Fund’s governing documents. To be eligible to submit a shareholder proposal for inclusion in a company’s proxy materials under Rule 14a-8(b), a shareholder must have continuously held the company’s securities entitled to vote on the proposal in the necessary amount and for the applicable period of time required by the Rule. There is no statute under Massachusetts law providing specific voting rights to shareholders of a Massachusetts business trust, such as the Fund. The rights of shareholders of a Massachusetts business trust are enumerated under the applicable declaration of trust, and a Massachusetts business trust is given the flexibility to craft the terms of the relationship with its shareholders. The Fund’s Declaration of Trust clearly and unambiguously states that shareholders of the Fund are permitted to vote only on specific matters that are enumerated in the Fund’s Declaration of Trust. Article IX, Section 1 provides as follows:
The Shareholders shall have power to vote only: (a) for the election or removal of Trustees as provided in Article V, (b) with respect to any investment advisory or management contract as provided in Article VIII, [Section 1], (c) with respect to any termination of the Trust or any series or class thereof to the extent and as provided in Article XIII, Section 1, (d) with respect to any amendment of this Declaration of Trust to the extent and as provided in Article XIII, Section 4, (e) with respect to a merger or consolidation of the Trust or any series or class thereof with any corporation, association, trust or other organization or a reorganization or recapitalization of the Trust or class or series thereof, or a sale, lease or transfer of all or substantially all of the assets of the Trust or any series thereof (other than in the regular course of the Trust’s investment activities) to the extent and as provided in this Article IX, Section 1, (f) to the same extent as the shareholders of a Massachusetts business corporation as to whether or not a court action, proceeding or claim should be brought or maintained derivatively or as a class action on behalf of the Trust or the shareholders, provided, however, that a shareholder of a particular class or series shall not be entitled to bring any derivative or class action on behalf of any other class or series of the Trust, and (g) with respect to such additional matters relating to the Trust as may be required by law, the 1940 Act, this Declaration of Trust, the By-Laws of the Trust, any

Office of the Chief Counsel
Division of Investment Management
March 21, 2024
Statement relating to the issuance of classes or series of shares, or any registration of the Trust with the Commission or any State, or otherwise as the Trustees may consider necessary or desirable. 1 [Emphasis added.] The Proposal asks that shareholders of the Fund adopt a resolution to request that the Board consider authorizing a self-tender offer for all outstanding common shares of the Fund. A non-binding advisory proposal regarding the authorization of a self-tender offer is not among those enumerated matters that shareholders of the Fund are permitted to vote on pursuant to
Article IX, Section 1 of the Fund’s Declaration of Trust. Under the Fund’s governing documents,
Fund shareholders have no right to vote on such a precatory proposal absent a Board determination that it is necessary or desirable that shareholders be afforded such vote. The Board has made no such determination with respect to the Proposal and instead has concluded that it does not consider it necessary or desirable that shareholders of the Fund be afforded power to vote on the Proposal. Accordingly, the Fund believes that Fund shares are not entitled to be voted on the Proposal as required under Rule 14a-8(b). This question has been addressed by the Staff less than six weeks ago. The foregoing analysis is directly on point with recent Staff precedent in Nuveen Funds (Nuveen Real Asset Income and Growth Fund; Nuveen Multi-Asset Income Fund; Nuveen Core Plus Impact Fund) (February 16, 2024) (the “February Letter”). In the February Letter, the Staff concurred that closed-end funds organized as Massachusetts business trusts pursuant to a declaration of trust that granted shareholders the right to vote only on enumerated matters, the pertinent provisions of which were substantially identical to the provisions of the Fund’s Declaration of Trust, could exclude a precatory proposal upon which shareholders did not have the right to vote under the declaration of trust (in that instance the proposal requested the board to consider declassification of the board of trustees) pursuant to Rule 14a-8(b). 1 Article VIII, Section 1 of the Fund’s Declaration of Trust provides, in relevant part, that the Trust may enter into investment advisory contracts and authorize the Trust’s investment adviser to employ sub-advisors subject to the applicable requirements of the 1940 Act, including shareholder approval. Article XIII, Section 1 provides, in relevant part: “. . . the Trust . . . may be terminated at any time by the Trustees by written notice to the Shareholders without a vote of the shareholders of the Trust . . . or by the affirmative vote of the shareholders entitled to vote at least sixty-six and two-thirds percent (66 2/3%) of the outstanding Common Shares . . . unless such action has previously been approved, adopted or authorized by the affirmative vote of two-thirds of the total number of Trustees fixed in accordance with this Declaration of Trust or the By-Laws, in which case the affirmative vote of the holders of at least a majority of the outstanding Common Shares . . . shall be required.”
Article XIII, Section 4 provides, in relevant part, “[e]xcept as otherwise specifically provided in this Declaration
of Trust, this Declaration of Trust may be amended at any time by vote of a majority of the then Trustees with the consent of shareholders holding more than fifty percent (50%) of Shares entitled to vote.”

Office of the Chief Counsel
Division of Investment Management
March 21, 2024
In addition, the Staff has previously agreed that a substantially similar proposal recommending that a fund’s board consider a self-tender offer may be excluded pursuant to Rule 14a-8(b)(1) by a closed-end fund organized as a trust pursuant to a declaration of trust that granted shareholders the right to vote only on enumerated matters, similar to the Fund. See Dividend and Income Fund (April 10, 2020). Other similar instances in which the Staff has concurred that a proposal may be excluded pursuant to Rule 14a-8(b)(1) because the proponent shareholder was not entitled to vote on the proposal include:

First Trust Senior Floating Rate Income Fund II (June 17, 2020)
(concurring with the exclusion pursuant to Rule 14a-8(b) by a closed-end fund organized as a Massachusetts business trust pursuant to a declaration of trust that granted shareholders the right to vote only on enumerated matters of a precatory proposal regarding declassification of its board of trustees);
Dividend and Income Fund (April 10, 2020) (concurring with the
exclusion by a closed-end fund organized as a Delaware statutory trust of a proposal to amend the fund’s by-laws to change the voting standard in trustee elections);
RAIT Financial Trust (March 10, 2017) (concurring with the exclusion by
a Maryland real estate investment trust of a proposal to externalize the management of the company by entering into an advisory agreement with an external adviser because the proponent did not hold securities entitled to vote on the proposal);
Senior Housing Properties Trust (Feb. 20, 2018) (concurring with the
exclusion by a Maryland real estate investment trust of a proposal to recommend that the Board take steps to change the voting standard for the election of trustee nominees because the proponent did not hold securities entitled to vote on the proposal);
Government Properties Income Trust (Feb. 20, 2018) (concurring with the
exclusion by a Maryland real estate investment trust of a proposal to declassify its board because the proponent did not hold securities entitled to vote on the proposal).

Office of the Chief Counsel
Division of Investment Management
March 21, 2024
For the reasons discussed above, the Fund has concluded that the Proposal should be excluded from the Proxy Materials pursuant to Rule 14a-8(b), and respectfully requests the Staff’s concurrence with this conclusion.
2. The Fund may exclude the Proposal pursuant to Rule 14a-8(i)(1) because the
Proposal is not a proper subject for action by shareholders under state law. A company is permitted to omit a proposal from its proxy materials under Rule 14a-8(i)(1) if the proposal is not a proper subject for action by shareholders under the laws of the jurisdiction of organization of the company. The Fund believes that it may exclude the Proposal from the Proxy Materials under Rule 14a-8(i)(1) because the Proposal is not a proper subject for action by shareholders of the Fund under the laws of the Commonwealth of Massachusetts. A Massachusetts business trust is a voluntary association organized by the execution and delivery of a declaration of trust, under which the beneficial interest is divided into transferable shares. Mass. Gen. Laws Ann. Ch. 182, § 1. Unlike a corporation (which is a creature of statute), a Massachusetts business trust is created by agreement. The agreement at issue in this instance is the Fund’s Declaration of Trust. The Fund’s Declaration of Trust is absolute and unambiguous in regard to the management of the Fund. This power is solely and exclusively vested in the Trustees. Article VI,
Section 1 of the Fund’s Declaration of Trust provides:
The Trustees in all instances shall have full, absolute and exclusive power, control and authority over the Trust assets and the business and affairs of the Trust to the same extent as if the Trustees were the sole and absolute owners thereof in their own right. The Trustees shall have full power and authority to do any and all acts and to make and execute any and all contracts and instruments that they may consider necessary or appropriate in connection with the management of the Trust. The enumeration of any specific power herein shall not be construed as limiting the aforesaid powers. In construing the provisions of this Declaration of Trust, there shall be a presumption in favor of the grant of power and authority to the Trustees. [Emphasis added.] Only the Board has the discretion to determine whether shareholders should vote on a proposal that is not an enumerated subject for shareholder vote in the Fund’s Declaration of Trust. Unless one of the enumerated subjects on which shareholders specifically have the right to vote is implicated, Article IX, Section 1 of the Fund’s Declaration of Trust requires the Board first to approve, as necessary or desirable, the submission of any action to the shareholders for

Office of the Chief Counsel
Division of Investment Management
March 21, 2024 their consideration. Section 3.2 of the Fund’s By-Laws reinforces the broad authority of the Trustees, stating that “[t]he business and affairs of the Trust shall be managed under the direction of the Trustees. All powers of the Trust may be exercised by or under the authority of the Trustees, except those conferred on or reserved to the Shareholders by statute, the Declaration of Trust or these By-Laws.” In addition, Section 2.6(a) of the Fund’s By-Laws provides that “[w]ith the exception of Shareholder proposals duly submitted in accordance with the requirements of Rule 14a-8 under the Exchange Act (or any successor provision thereto) upon which a requesting Shareholder is entitled to vote and required to be included therein by applicable law, only matters proposed by the Chief Administrative Officer or at least sixty-six and two-thirds percent (66 2/3%) of the Trustees may be included in the Trust’s proxy materials.” The Proposal includes a matter which is not among the enumerated subjects for shareholder vote as discussed above, and the Board has made no such determination to submit, and has not approved submitting, the Proposal to the Fund’s shareholders. The Fund’s Declaration of Trust is clear that the Board has authority over the business and affairs of the Fund, including the decision of whether shareholders should vote on the Proposal. Nothing in the Fund’s Declaration of Trust or the Fund’s By-Laws or under Massachusetts law applicable to Massachusetts business trusts creates a right for shareholders to vote on the Proposal. The Proposal seeks to usurp the Board’s power and improperly present a proposal directly to the Fund’s shareholders without prior approval of the Board. Therefore, the Fund believes it may exclude the Proposal pursuant to Rule 14a-8(i)(1) because the Proposal is not a proper subject for action by shareholders under the laws of the Commonwealth of Massachusetts, and respectfully requests the Staff’s concurrence with this conclusion.
3. The Fund may exclude the Proposal pursuant to Rule 14a-8(i)(2) because the
Proposal, if included in the Proxy Materials, would prevent the Trustees from properly exercising their fiduciary duties and thereby cause the Trustees to violate state law. Massachusetts common law requires trustees of a Massachusetts business trust to exercise fiduciary duties in taking any actions under the Declaration of Trust. This requires the trustees of a Massachusetts business trust to exercise independent judgment in the performance of their duties. As noted above, Section 3.2 of the Fund’s By-Laws reinforces the broad authority of the Trustees, stating that “[t]he business and affairs of the Trust shall be managed under the direction of the Trustees.” And Section 2.6(a) of the Fund’s By-Laws provides that “[w]ith the exception of Shareholder proposals duly submitted in accordance with the requirements of Rule 14a-8 under the Exchange Act (or any successor provision thereto) upon which a requesting Shareholder is entitled to vote and required to be included therein by applicable law, only matters proposed by the Chief Administrative Officer or at least sixty-six and two-thirds percent (66 2/3%) of the Trustees may be included in the Trust’s proxy materials.” As discussed above, the Proposal includes a matter which is not one of the enumerated subjects for shareholder vote

Office of the Chief Counsel
Division of Investment Management
March 21, 2024 under the Declaration of Trust, and the Trustees have made no determination that it is necessary or desirable to submit the Proposal to the shareholders for their consideration. If the Trustees are required to include the Proposal in the Proxy Materials without having determined that it is necessary or desirable for shareholders of the Fund to vote on the Proposal, the Trustees will be preempted by a shareholder from exercising the independent judgment required of Trustees and would be prevented from meeting the standard of conduct required in exercising their fiduciary duties under Massachusetts law. Therefore, the Fund believes it may exclude the Proposal pursuant to Rule 14a-8(i)(2) because the Proposal’s inclusion in the Proxy Materials would prevent the Trustees from properly exercising their fiduciary duties in violation of Massachusetts common law’s standard of conduct, and respectfully requests the Staff’s concurrence with this conclusion.
4. The Fund may exclude the Proposal pursuant to Rule 14a-8(i)(3) because it
contains false and misleading statements in violation of Rule 14a-8(i)(3) and Rule 14a-9. Rule 14a-8(i)(3) permits a company to omit a shareholder proposal and related supporting statement from its proxy materials if “the proposal or supporting statement is contrary to any of the Commission’s proxy rules, including Rule 14a-9, which prohibits materially false or misleading statements in proxy soliciting materials.” Rule 14a-9 specifically provides that no solicitation shall be made by means of any proxy statement containing any statement:
which, at the time and in the light of the circumstances under with it is made, is false or misleading with respect to any material fact, or omits to state any material fact necessary in order to make the statements therein not false or misleading or necessary to correct any statement in any earlier communication with the respect to the solicitation of a proxy for the same meeting or subject matter which has become false or misleading. An item is materially false or misleading when there is “a substantial likelihood that a reasonable shareholder would consider it to be important in deciding how to vote.”2 The Proposal contains four statements that the Fund believes violate Rule 14a-9 by misleading shareholders:
2 TSC Industries Inc. v. Northway, Inc., 426 U.S. 438, 439 (1976).

Office of the Chief Counsel
Division of Investment Management
March 21, 2024

“Rather than listen to the concerns of shareholders, the Board has vigorously
defended its position to the detriment of shareholders by opting into control share acquisition statutes and by making it extremely arduous and cumbersome for shareholders to nominate candidates for election to the Board that may challenge Nuveen-centered views.”
“We think that our misguided Board must be put on the right path and focus
on what’s important to the shareholders of NRK, rather than on the interests of Nuveen.”
“Trustee apathy, unresponsiveness, and disregard of shareholders cannot go
unchallenged.”
“[the Board] should be more concerned with maximizing shareholder value
and doing the right thing for the people they work for – not the Adviser and maximizing their fee revenue.” Each of these statements materially misleads shareholders by baselessly asserting that the Board has acted in its own self-interest and/or in the interests of the Fund’s investment adviser rather than in the interests of the Fund and its shareholders, thereby impugning the Board’s character. Note (b) under Rule 14a-9 provides an example of what may be materially misleading, depending on the particular facts and circumstances, as “[m]aterial which directly or indirectly impugns character, integrity or personal reputation, or directly makes charges concerning improper, illegal or immoral conduct or associations, without factual foundation.” The first statement misleads shareholders by asserting that the Board has acted in its own interest and against the interests of shareholders by opting into control-share acquisition statutes and implementing certain procedural and qualification requirements for candidates for election to the Board, thereby impugning its character. The Board adopted such provisions after careful consideration and on the basis that such provisions would be in the best interest of the Fund and its shareholders. In addition to impugning the Board’s character, this statement is materially misleading because the Fund has never opted in to, and is not presently subject to, any control share acquisition statute. The Fund previously adopted a control share provision within the Fund’s By-Laws, but in February 2022 the Board amended the By-Laws to provide that such by-laws would be of no force and effect pending the final outcome of certain litigation, and on February 28, 2024 the Board further amended the By-Laws to remove the control share provisions. The second statement is materially misleading because it baselessly asserts that the Board is focused on the interests of Nuveen rather than on the interests of shareholders,

Office of the Chief Counsel
Division of Investment Management
March 21, 2024 thereby impugning its character. The third statement is similarly materially misleading because it baselessly asserts that the Fund’s trustees are apathetic and lack regard for the interests of shareholders, thereby impugning the Board’s character. The fourth statement further misleads shareholders by repeating the baseless assertion in the second statement that the Board is acting in the interests of the Fund’s investment adviser in order to maximize fee revenue rather than in the interests of shareholders, thereby again impugning the Board’s character. As opposed to seeking to maximize the adviser’s fee revenue, the Board, which is made up entirely of trustees who are not “interested persons” (as defined in the 1940 Act) of the Fund’s investment adviser and sub-adviser, annually undertakes a thorough review of the renewal of the Fund’s investment management agreements as described in the Fund’s reports to shareholders and in accordance with the requirements of the 1940 Act. The Fund’s trustees must act in the best interest of shareholders, and to not do so would be a violation of law. As noted above, the Proponent’s statements imply that the Fund’s trustees are not adhering to their fiduciary duties and the requirements of the 1940 Act and therefore are engaging in illegal conduct. There is no reasonable basis to make such a statement. Further, the seriousness of the accusation is certain to impact how a reasonable shareholder may cast its vote. By recklessly making such unfounded accusations, the Proponent would improperly influence the votes of reasonable shareholders with false and misleading accusations to vote for the Proposal. Such an outcome is in direct contravention of Rule 14a-9 and therefore Rule 14a8(i)(3).
Section B.4 of Staff Legal Bulletin No. 14B (CF) (Sept. 15, 2004) provides that
the Staff “may find it appropriate for companies to exclude the entire proposal, supporting statement, or both as materially false or misleading if a proposal or supporting statement would require detailed and extensive editing in order to bring it into compliance with the proxy rules.” Accordingly, the Staff has concurred that a company may properly exclude entire shareholder proposals and supporting statements where they contain false and misleading statements or omit material facts necessary to make such statements not false and misleading. See Ferro Corp. (Mar. 17, 2017) (concurring with the exclusion of a proposal and supporting statement containing materially false and misleading statements which the company argued “sp[oke] to the [p]roposal’s fundamental premise”); and General Magic, Inc. (May 1, 2000) (permitting exclusion of proposal relating to change of name of company which contained false and misleading statements). The misleading statements speak to the Proposal’s fundamental premise and render the Proposal materially false and misleading to shareholders. Accordingly, the Fund believes that the entire Proposal should be excluded from the Proxy Materials pursuant to Rule 14a-(8)(i)(3) as materially false and misleading in violation of Rule 14a-9 and respectfully requests the Staff’s concurrence with this conclusion.

Office of the Chief Counsel
Division of Investment Management
March 21, 2024

Office of the Chief Counsel
Division of Investment Management
March 21, 2024
CONCLUSION
Based upon the foregoing analysis, we respectfully request that the Staff concur that it will take no action if the Fund excludes the Proposal from its Proxy Materials. Should the Staff disagree with the conclusions set forth in this letter, or should any additional information be desired in support of the Fund’s position, we would appreciate the opportunity to confer with the Staff concerning these matters prior to the issuance of the Staff’s response. If the Staff has any questions or comments regarding the foregoing, please contact the undersigned at 312-407-0641. Very truly yours, Kevin T. Hardy cc: Brett D. Gardner, Karpus Management, Inc. Adam Finerman, Esq., Baker & Hostetler LLP David J. Lamb, Chief Administrative Officer, Nuveen New York AMT-Free Quality Municipal Income Fund Mark L. Winget, Vice President and Secretary, Nuveen New York AMT-Free Quality Municipal Income Fund

Exhibit A

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March 1, 2024
VIA FEDERAL EXPRESS
Nuveen New York AMT-Free Quality Municipal Income Fund (NRK) c/o Mark L. Winget, Secretary 333 West Wacker Drive Chicago, Illinois 60606 Re: Submission of Shareholder Proposal Pursuant to Rule 14a-8 (“Rule 14a-8”) of the Securities Exchange Act of 1934, as amended, for the 2024 Annual Meeting of Shareholders of Nuveen New York AMT-Free Quality Municipal Income Fund Dear Mr. Winget:
This letter shall serve as notice to Nuveen New York AMT-Free Quality Municipal Income Fund (“NRK” or the “Fund”), as to the timely submission by Karpus Management, Inc., d/b/a Karpus Investment Management (“Karpus”) of a resolution and supporting statement set forth on Exhibit A hereto (the “14a-8 Proposal”), pursuant to Rule 14a-8, for inclusion in the proxy statement of NRK and presentation to NRK shareholders at the Fund’s next annual shareholders’ meeting anticipated to be held in August 2024, including any postponement or adjournment or special meeting held in lieu thereof (the “Meeting”). As of the close of business on February 29, 2024, Karpus is the beneficial owner of 20,064,747.133 common shares of NRK and has full power and authority to submit the 14a-8 Proposal in respect of the shares reflected in Exhibit B. Karpus’s filing with the Securities and Exchange Commission (the “SEC”) of each of: (a) Amendment No. 5 to Schedule 13G, dated as of December 31, 2022, filed with the SEC on February 14, 2023, (b) Schedule 13D, dated and filed with the SEC on November 7, 2023, (c) Amendment No 1. to Schedule 13D, dated as of December 22, 2023, filed with the SEC on December 26, 2023, and (d) Amendment No. 2 to Schedule 13D, dated as of January 5, 2024, filed with the SEC on January 8, 2024, with each of the foregoing attached hereto as Exhibit B, confirms in accordance with 17 CFR § 240.14a-8(b)(2)(ii)(B) that Karpus has continuously and beneficially owned at least $25,000 in market value of NRK securities entitled to be voted on the 14a-8 Proposal for at least one year prior to the date hereof. Furthermore, Karpus hereby affirms that it intends to continue to hold at least $25,000 in market value of NRK securities through the date of the Meeting. This letter also serves as notice that Karpus is the proponent of the 14a-8 Proposal and that an officer of Karpus, as the designated representative of Karpus, will appear in person or by proxy to present the 14a-8 Proposal at the Meeting. As is required by 17 CFR § 240.14a-8(b)(iii), Karpus is able to make itself available to meet with a representative or representatives of NRK in person or via teleconference to discuss the 14a-8 Proposal on many business days from March 12, 2024 to March 29, 2024 between the hours of 10 AM EST and 3 PM EST at a time and date mutually agreeable between Karpus and a representative or representatives of the Fund. To coordinate a meeting to discuss the 14a-8 Proposal, please contact Brett Gardner, Senior Vice President, by telephone at (585) 586-4680 or by email at brett@karpus.com. Please advise us immediately if you believe this notice is deficient in any way, or if you believe that any additional information is required, so that Karpus may promptly provide it in order to cure any purported deficiency.

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Karpus will assume the 14a-8 Proposal will be included in NRK’s proxy material for the Meeting unless advised otherwise in writing (with a copy to its counsel, Baker & Hostetler LLP, 45 Rockefeller Plaza, New York, New York 10111, Attention: Adam Finerman, Esq., telephone (212) 589-4233, email: afinerman@bakerlaw.com). Sincerely, Brett D. Gardner Senior Vice-President cc: All NRK Board Members (c/o William Siffermann) (e-mail) David Lamb (e-mail) Adam Finerman, Esq. (e-mail)

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Exhibit A
The 14a-8 Proposal is as follows:
BE IT RESOLVED, the shareholders of Nuveen New York AMT-Free Quality Municipal Income Fund (“NRK” or the “Fund”) request that the Trustees promptly consider authorizing a selftender offer for all outstanding common shares of the Fund at or close to net asset value (“NAV”). If more than 50% of the Fund’s 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 Fund to an open-end mutual fund or exchange traded fund. Supporting Statement In 2023, NRK traded at an average discount of 13.8%. 2024 hasn’t proven much better with NRK trading at an average discount of 12.3% through the date of the writing of this proposal. The fact is that our Board has a multitude of options at its disposal to address our Fund’s discount. However, the only actions taken to date that we are aware of are: (i) the approval of repurchase offers, and (ii) an increase in the Fund’s distribution. These steps, while welcome, have proven to be woefully inadequate to address NRK’s outsized discount. We believe that all discount reducing options need to be on the table and that is why we have submitted this proposal. How long will it be before the Board does something to positively impact NRK’s discount? In our view, the Board has lost its focus on what is truly best for shareholders. Rather than listen to the concerns of shareholders, the Board has vigorously defended its position to the detriment of shareholders by opting into control share acquisition statutes and by making it extremely arduous and cumbersome for shareholders to nominate candidates for election to the Board that may challenge Nuveen-centered views. We think that our misguided Board must be put on the right path and focus on what’s important to the shareholders of NRK, rather than on the interests of Nuveen. Complacency and inaction are not acceptable. Hoping the problem will go away by itself is equally illogical. Trustee apathy, unresponsiveness, and disregard of shareholders cannot go unchallenged. Board members are paid a lot of money to represent shareholders and we think it’s incredibly difficult (if not impossible) to argue that affording shareholders the ability to receive net asset value for their shares is not in their best interests. To us, the question is simple: do you want to receive close to NAV for your shares? If yes, please vote FOR our proposal. Send the Board a clear message that it should be more concerned with maximizing shareholder value and doing the right thing for the people they work for – not the Adviser and maximizing their fee revenue. END OF PROPOSAL

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Exhibit B
Please find attached each of the following beneficial ownership reports of Karpus:
(a) Amendment No. 5 to Schedule 13G, dated as of December 31, 2022, filed with the SEC on February 14, 2023, (b) Schedule 13D, dated and filed with the SEC on November 7, 2023, (c) Amendment No 1. to Schedule 13D, dated as of December 22, 2023, filed with the SEC on December 26, 2023, and (d) Amendment No. 2 to Schedule 13D, dated as of January 5, 2024, filed with the SEC on January 8, 2024.

SC 13G/A 1 karpus-sch13g_18686f.htm KARPUS INVESTMENT MGT / NUVEEN NEW YORK AMT-FREE QUALITY MUNI -
SCHEDULE 13G/A(#5)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 5) *
Nuveen New York AMT-Free Quality Municipal Income Fund (Name of Issuer) Common (Title of Class of Securities) 670656107 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☒ Rule 13d-1(b)
☐ Rule 13d-1(c)
☐ Rule 13d-1(d)

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. 670656107 13G Page 2 of 5 Pages

NAME OF REPORTING PERSON(S)
Karpus Investment Management
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
(b) ☒
SEC USE ONLY
CITIZENSHIP OR PLACE OF ORGANIZATION
New York
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
SOLE VOTING POWER
13,755,982 Shares
SHARED VOTING POWER
0 Shares
SOLE DISPOSITIVE POWER
14,100,982 Shares
SHARED DISPOSITIVE POWER
0 Shares
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,100,982 Shares
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
16.16%
TYPE OF REPORTING PERSON
IA

CUSIP No. 670656107 13G Page 3 of 5 Pages
Item 1(a). Name of Issuer:
Nuveen New York AMT-Free Quality Municipal Income Fund Item 1(b). Address of Issuer's Principal Executive Offices:
Nuveen Funds, 333 West Wacker Drive, Chicago, IL 60606 Item 2(a). Name of Person Filing:
This statement is being filed by Karpus Management, Inc., d/b/a Karpus Investment Management (“Karpus” or the “Reporting Person”). Karpus is a registered investment adviser under Section 203 of the Investment Advisers Act of
1940. Karpus is controlled by City of London Investment Group plc (“CLIG”), which is listed on the London Stock
Exchange. However, in accordance with SEC Release No. 34-39538 (January 12, 1998), effective informational barriers have been established between Karpus and CLIG such that voting and investment power over the subject securities is exercised by Karpus independently of CLIG, and, accordingly, attribution of beneficial ownership is not required between Karpus and CLIG. The Shares to which this Schedule 13G relates are owned directly by the accounts managed by Karpus. Item 2(b). Address of Principal Business Office or, if none, Residence:
183 Sully's Trail, Pittsford, New York 14534.
Item 2(c). Citizenship:
The members of the Karpus Management Committee are US citizens. Karpus is a New York corporation. Item 2(d). Title of Class of Securities. Common Item 2(e). CUSIP Number. 670656107 Item 3. If this statement is filed pursuant to 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a) ☐ Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o);

(b) ☐ Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c); (c) ☐ Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c); (d) ☐ Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); (e) ☒ An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); (f) ☐ An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); (g) ☐ A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G); (h) ☐ A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); (i) ☐ A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); (j) ☐ A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J); (k) ☐ Group, in accordance with §240.13d-1(b)(1)(ii)(K).

CUSIP No. 670656107 13G Page 4 of 5 Pages
Item 4. Ownership:
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. (a) Amount beneficially owned: 14,100,982 (b) Percent of Class: 16.16% (c) Number of shares as to which such person has:
(i) Sole power to vote or direct the vote: 13,755,982 (ii) Shared power to vote or direct the vote: 0 (iii) Sole power to dispose or to direct the disposition of: 14,100,982 (iv) Shared power to dispose or to direct the disposition of: 0 Item 5. Ownership of Five Percent or Less of a Class. If this statement is being filed to report the fact that as of the date herof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following: ☐ Item 6. Ownership of More than Five Percent on Behalf of Another Person. Not applicable. Item 7. Identification and Classification of the Subsidiary Which Acquired the Security being Reported on by the Parent Holding Company. Not applicable. Item 8. Identification and Classification of Members of the Group. Not applicable. Item 9. Notice of Dissolution of Group. Not applicable.

Item 10. Certification.
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

CUSIP No. 670656107 13G Page 5 of 5 Pages
SIGNATURES
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: February 14, 2023 KARPUS MANAGEMENT, INC. By: /s/ Jodi L.Hedberg Name: Jodi L. Hedberg Title: Chief Compliance Officer

SC 13D 1 karpus-sch13d_18764.htm KARPUS MANAGEMENT / NUVEEN NEW YORK AMT-FREE QUALITY MUNICIPAL INCOME FUND - SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) Nuveen New York AMT-Free Quality Municipal Income Fund (Name of Issuer) Common Shares (Title of Class of Securities) 670656107 (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) November 7, 2023 (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. 670656107 13D Page 2 of 6 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
17,841,605.27 Shares
8. SHARED VOTING POWER
0 Shares
9. SOLE DISPOSITIVE POWER
18,186,605.27 Shares
10. SHARED DISPOSITIVE POWER
0 Shares
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
18,186,605.27 Shares
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐

13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 20.85% 14.
TYPE OF REPORTING PERSON
IA

CUSIP No. 670656107 13D Page 3 of 6 Pages
Item 1. Security and Issuer.
This statement relates to the shares of Common Stock of Nuveen New York AMT-Free Quality Municipal Income Fund ("Shares"), a Massachusetts corporation (the "Issuer"). The address of the principal executive offices of the Issuer is c/o Nuveen, 333 West Wacker Drive, Chicago, Illinois 60606-1952. Item 2. Identity and Background. (a) This statement is filed by: Karpus Management, Inc., d/b/a Karpus Investment Management (“Karpus”). Karpus is a registered investment adviser under Section 203 of the Investment Advisers Act of 1940. Karpus is controlled by City of London Investment Group plc (“CLIG”), which is listed on the London Stock Exchange. However, in accordance with SEC Release No. 34-39538 (January 12, 1998), effective informational barriers have been established between Karpus and CLIG such that voting and investment power over the subject securities is exercised by Karpus independently of CLIG, and, accordingly, attribution of beneficial ownership is not required between Karpus and CLIG. The shares to which this filing relates are owned directly by the Accounts managed by Karpus. Set forth on Schedule A annexed hereto (“Schedule A”) is the name and present principal business, occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted of the executive officers and directors of Karpus. To the knowledge Karpus, except as otherwise disclosed on Schedule A, none of the persons listed on Schedule A beneficially owns any securities of the Issuer or is a party to any contract, agreement or understanding required to be disclosed herein. (b) The address of the principal office of Karpus is 183 Sully's Trail, Pittsford, New York 14534. (c) The principal business of Karpus is serving as a registered investment adviser that provides investment management for individuals, pension plans, profit sharing plans, corporations, endowments, trust, and others. (d) Neither Karpus, nor to the knowledge of Karpus, any person listed on Schedule A has, during the past five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) Neither Karpus, nor to the knowledge of Karpus, any person listed on Schedule A has, during the last five years, been party to a civil proceeding or a judicial or administrative body of competent jurisdiction as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. (f) Karpus is organized under the laws of the State of New York.

CUSIP No. 670656107 13D Page 4 of 6 Pages
Item 3. Source and Amount of Funds or Other Consideration.
Karpus an independent registered investment advisor, has accumulated 18,186,605.27 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 18,186,605.27 Shares beneficially owned by Karpus is approximately $198,027,646.84, 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. Karpus purchased the Shares through the Accounts for investment purposes in the ordinary course of business. Karpus intends to review its investment in the Issuer on an ongoing basis. Depending upon overall market conditions, other investment opportunities available to them, and the availability of Shares at prices that would make the purchase or sale of Shares desirable, Karpus may endeavor to increase or decrease their position in the Issuer through, among other things, the purchase or sale of Shares on the open market or in private transactions or otherwise, on such terms and at such times as Karpus may deem advisable. Karpus may engage in discussions with management, the Board of Directors, other shareholders of the Issuer and other relevant parties, including representatives of any of the foregoing, concerning its investment in the Common Shares and the Issuer, including, without limitation, matters concerning the Issuer's business, operations, board appointments, governance, performance, management, capitalization, trading of the Common Shares at a discount to the Issuer’s net asset value and strategic plans and matters relating to the open or closed end nature of the Issuer and timing of any potential liquidation of the Issuer. Karpus may exchange information with any persons pursuant to appropriate confidentiality or similar agreements or otherwise, work together with any persons pursuant to joint agreements or otherwise, propose changes in the Issuer's business, operations, board appointments, governance, management, capitalization, strategic plans or matters relating to the open or closed end nature of the Issuer or timing of any potential liquidation of the Issuer, or propose or engage in one or more other actions set forth herein. Karpus has no present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D except as set forth herein or such as would occur upon or in connection with completion of, or following, any of the actions discussed herein. Item 5. Interest in Securities of the Issuer. (a) As of the close of business on November 6, 2023 Karpus beneficially owned an aggregate of 18,186,605.27 Shares held in the Accounts,
which represents approximately 20.85% of the 87,235,304 Shares reported as outstanding as of August 31, 2023 on the Form N-CSR filed by the Issuer for the semi-annual period ended August 31, 2023. (b) 1. Sole power to vote or direct vote: 17,841,605.27
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 18,186,605.27
4. Shared power to dispose or direct the disposition: 0
(c) The transactions in the Shares by Karpus through the Accounts during the past sixty (60) days are set forth in Schedule B and incorporated herein by reference. (d) No person other than the reporting person is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the Shares. (e) Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships With respect to the Issuer. There are no contracts, arrangements, understandings or relationships among the Reporting Persons, or between the Reporting Persons and any other person, with respect to the securities of the Issuer. Item 7. Material to be Filed as Exhibits. Not applicable.

CUSIP No. 670656107 13D 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: November 7, 2023 KARPUS MANAGEMENT, INC. By: /s/ Daniel L. Lippincott Name: Daniel L. Lippincott Title: President and Chief Investment Officer

CUSIP No. 670656107 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 150 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 4,300 Shares Brett David Gardner Senior Vice President 183 Sully’s Trail, Pittsford, New York 14534 1,275 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 in the past 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 28,457 $9.80 9/8/2023 Purchase of Common Stock 198,050 $9.78 9/11/2023 Purchase of Common Stock 52,381 $9.75 9/12/2023 Purchase of Common Stock 38,425 $9.75 9/13/2023 Purchase of Common Stock 54,111 $9.74 9/14/2023 Purchase of Common Stock 118,092 $9.74 9/15/2023 Purchase of Common Stock 4,705 $9.74 9/18/2023 Purchase of Common Stock 21,307 $9.71 9/19/2023 Purchase of Common Stock 14,788 $9.76 9/20/2023 Purchase of Common Stock 5,300 $9.70 9/21/2023 Purchase of Common Stock 112,880 $9.72 9/22/2023 Purchase of Common Stock 174,430 $9.61 9/25/2023 Purchase of Common Stock 88,091 $9.49 9/26/2023 Purchase of Common Stock 107,280 $9.49 9/27/2023 Purchase of Common Stock 13,400 $9.41 9/28/2023 Purchase of Common Stock 50,601 $9.43 9/29/2023 Purchase of Common Stock 47,455 $9.45 10/2/2023

Purchase of Common Stock 272 $9.46 10/3/2023
Purchase of Common Stock 25,000 $9.39 10/5/2023 Purchase of Common Stock 49,950 $9.31 10/6/2023 Purchase of Common Stock 22,387 $9.35 10/9/2023 Purchase of Common Stock 17,662 $9.39 10/10/2023 Purchase of Common Stock 446,712 $9.49 10/11/2023 Purchase of Common Stock 179,148 $9.48 10/12/2023 Purchase of Common Stock 29,323 $9.44 10/16/2023 Purchase of Common Stock 74,522 $9.33 10/17/2023 Purchase of Common Stock 49,326 $9.28 10/18/2023 Purchase of Common Stock 71,605 $9.28 10/19/2023 Purchase of Common Stock 51,062 $9.18 10/20/2023 Sale of Common Stock (19,143) $9.17 10/23/2023 Purchase of Common Stock 44,707 $9.02 10/25/2023 Purchase of Common Stock 3,000 $8.97 10/26/2023 Sale of Common Stock (4,325) $9.03 10/27/2023 Sale of Common Stock (4,038) $9.16 10/30/2023 Purchase of Common Stock 14,584 $9.03 10/31/2023 Purchase of Common Stock 1,756 $9.10 11/1/2023 Purchase of Common Stock 25,278 $9.27 11/2/2023 Sale of Common Stock (73,660) $9.46 11/3/2023 Purchase of Common Stock 57,355 $9.39 11/6/2023

SC 13D/A 1 karpus-sch13d_18764.htm KARPUS MANAGEMENT / NUVEEN NEW YORK AMT-FREE QUALITY MUNICIPAL INCOME FUND - SCHEDULE 13D/A(#1) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
SCHEDULE 13D/A
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) (Amendment No. 1) 1 Nuveen New York AMT-Free Quality Municipal Income Fund (Name of Issuer) Common Shares (Title of Class of Securities) 670656107 (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) December 22, 2023 (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. __________ 1 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. 670656107 13D Page 2 of 6 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
18,759,511.01 Shares
8. SHARED VOTING POWER
0 Shares
9. SOLE DISPOSITIVE POWER
19,104,511.01 Shares
10. SHARED DISPOSITIVE POWER
0 Shares
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
19,104,511.01 Shares
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐

13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 21.9% 14.
TYPE OF REPORTING PERSON
IA

CUSIP No. 670656107 13D Page 3 of 6 Pages
The following constitutes Amendment No. 1 to the Schedule 13D filed by the undersigned (“Amendment No. 1”). This Amendment No. 1 amends the Schedule 13D as specifically set forth herein. Item 2. Identity and Background. Item 2(a) is hereby amended to read as follows:
(a) This statement is filed by: Karpus Management, Inc., d/b/a Karpus Investment Management (“Karpus”). Karpus is a registered investment adviser under Section 203 of the Investment Advisers Act of 1940. Karpus is controlled by City of London Investment Group plc (“CLIG”), which is listed on the London Stock Exchange. However, in accordance with SEC Release No. 34-39538 (January 12, 1998), effective informational barriers have been established between Karpus and CLIG such that voting and investment power over the subject securities is exercised by Karpus independently of CLIG, and, accordingly, attribution of beneficial ownership is not required between Karpus and CLIG. The shares to which this filing relates are owned directly by the Accounts managed by Karpus. Set forth on Schedule A annexed hereto (“Schedule A”) is the name and present principal business, occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted of the executive officers and directors of Karpus. To the knowledge Karpus, except as otherwise disclosed on Schedule A, none of the persons listed on Schedule A beneficially owns any securities of the Issuer or is a party to any contract, agreement or understanding required to be disclosed herein.

CUSIP No. 670656107 13D Page 4 of 6 Pages
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 19,104,511.01 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 19,104,511.01 Shares beneficially owned by Karpus is approximately $206,322,567.67, 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 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 December 21, 2023 Karpus beneficially owned an aggregate of 19,104,511.01 Shares held in the Accounts, which represents approximately 21.9% of the 87,235,304 Shares reported as outstanding as of August 31, 2023 on the Form N-CSR filed by the Issuer for the semi-annual period ended August 31, 2023. (b) 1. Sole power to vote or direct vote: 18,759,511.01
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 19,104,511.01
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 in Schedule B and incorporated herein by reference.

CUSIP No. 670656107 13D 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: December 26, 2023 KARPUS MANAGEMENT, INC. By: /s/ Daniel L. Lippincott Name: Daniel L. Lippincott Title: President and Chief Investment Officer

CUSIP No. 670656107 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 150 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 4,300 Shares Brett David Gardner Senior Vice President 183 Sully’s Trail, Pittsford, New York 14534 1,275 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 900 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 November 7, 2023 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 78,553 $9.71 11/20/2023 Purchase of Common Stock 138,512 $9.79 11/21/2023 Purchase of Common Stock 43,630 $9.85 11/22/2023 Purchase of Common Stock 6,652 $9.84 11/24/2023 Purchase of Common Stock 83,981 $9.90 11/27/2023 Purchase of Common Stock 31,956 $9.95 11/28/2023 Purchase of Common Stock 190,300 $10.05 11/29/2023 Purchase of Common Stock 20,070 $10.04 11/30/2023 Sale of Common Stock (31,321) $10.15 12/1/2023 Sale of Common Stock (25,726) $10.18 12/4/2023 Purchase of Common Stock 15,618 $10.20 12/5/2023 Purchase of Common Stock 20,861 $10.18 12/6/2023 Purchase of Common Stock 46,012 $10.24 12/7/2023 Purchase of Common Stock 50,392 $10.25 12/8/2023 Purchase of Common Stock 7,633 $10.26 12/11/2023 Sale of Common Stock (538) $10.26 12/12/2023 Purchase of Common Stock 61,702 $10.26 12/13/2023

Sale of Common Stock (115,000) $10.43 12/14/2023 Sale of Common Stock (2,300) $10.43 12/15/2023 Purchase of Common Stock 21,055 $10.45 12/18/2023 Purchase of Common Stock 116,135 $10.51 12/19/2023 Purchase of Common Stock 130,754 $10.54 12/20/2023 Purchase of Common Stock 55,475 $10.51 12/21/2023

SC 13D/A 1 karpus-sch13d_18788.htm KARPUS MANAGEMENT / NUVEEN NEW YORK AMT-FREE QUALITY MUNICIPAL INCOME FUND - SCHEDULE 13D/A(#2) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
Nuveen New York AMT-Free Quality Municipal Income Fund (Name of Issuer) Common Shares (Title of Class of Securities) 670656107 (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) January 5, 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. 670656107 13D Page 2 of 6 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
19,333,836.15 Shares
8. SHARED VOTING POWER
0 Shares
9. SOLE DISPOSITIVE POWER
19,678,836.15 Shares
10. SHARED DISPOSITIVE POWER
0 Shares
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
19,678,836.15 Shares
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐

13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 22.56% 14.
TYPE OF REPORTING PERSON
IA

CUSIP No. 670656107 13D 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 December 26, 2023 (collectively, the “Original Schedule 13D” and, as amended by this Amendment, the “Schedule 13D”), relating to the shares of Common Stock of Nuveen New York 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 19,678,836.15 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 19,678,836.15 Shares beneficially owned by Karpus is approximately $212,224,575.40, 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. 670656107 13D 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 January 5, 2024, Karpus delivered a letter to the board of directors of the Issuer (the “Board”) expressing its extreme dissatisfaction with the Board for their apparent disregard for maximizing shareholder value and blatant corporate governance failures. In the letter, Karpus stated that it believes the Board has failed at the three primary responsibilities of a board in a closed-end fund (“CEF”), which are to: (i) represent all shareholders; (ii) manage the CEF’s adviser or manager; and (iii) manage the CEF’s discount. Karpus also stated that it believes the Board’s actions indicate that the Issuer is being managed for the benefit of Nuveen New York AMT-Free Quality Municipal Income Fund, rather than for ALL shareholders, and that this failure has led to the Board failing to consider all options to manage the Issuer’s discount. In light of the foregoing, Karpus called for the resignation of the Board if it is unable to assess its decisions from the perspective of all shareholders and to take the actions needed to minimize or eliminate the Issuer’s discount to net asset value. 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 January 5, 2024 Karpus beneficially owned an aggregate of 19,678,836.15 Shares held in the Accounts, which represents approximately 22.56% of the 87,235,304 Shares reported as outstanding as of August 31, 2023 on the Form N-CSR filed by the Issuer for the semi-annual period ended August 31, 2023. (b) 1. Sole power to vote or direct vote: 19,333,836.15
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 19,678,836.15
4. Shared power to dispose or direct the disposition: 0
(c) The transactions in the Shares by Karpus through the Accounts since the amended Schedule 13D filing on December 26, 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 Board, dated January 5, 2024.

CUSIP No. 670656107 13D 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: January 8, 2024 KARPUS MANAGEMENT, INC. By: /s/ Daniel L. Lippincott Name: Daniel L. Lippincott Title: President and Chief Investment Officer

CUSIP No. 670656107 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 150 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 4,300 Shares Brett David Gardner Senior Vice President 183 Sully’s Trail, Pittsford, New York 14534 1,275 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 900 Shares Carlos Manuel Yuste Director 17 East Market Street, West Chester, Pennsylvania 19382 0 Shares
SCHEDULE B
Transactions in the Shares since the amended Schedule 13D filing on December 26, 2023 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 26,976 $10.55 12/22/2023 Purchase of Common Stock 153,071 $10.56 12/26/2023 Sale of Common Stock (3,684) $11.14 12/27/2023 Purchase of Common Stock 91,886 $10.59 12/28/2023 Purchase of Common Stock 156,933 $10.54 12/29/2023 Purchase of Common Stock 43,017 $10.51 1/2/2024 Purchase of Common Stock 54,009 $10.56 1/3/2024 Purchase of Common Stock 35,458 $10.53 1/4/2024 Purchase of Common Stock 17,059 $10.53 1/5/2024

Exhibit B

Exhibit C

Exhibit D

SEC Division of Investment Management staff letter: Nuveen Funds (Nuveen AMT-Free Quality Municipal Income Fund and Nuveen New York AMT-Free Quality Municipal Income Fund) – Omission of Shareholder Proposal Submitted by Karpus Investment Management

FIRM/AFFILIATE OFFICES

Incoming Letter

FIRM/AFFILIATE OFFICES

FIRM/AFFILIATE OFFICES

Lineage

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