Schedule 13D

SC 13D/A 1 karpus-sch13d_18886.htm KARPUS MANAGEMENT / NUVEEN AMT-FREE QUALITY MUNICIPAL INCOME FUND - SCHEDULE 13D/A(#9) Schedule 13D

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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

(Amendment No. 9)*

Nuveen AMT-Free Quality Municipal Income Fund

(Name of Issuer)

Common Shares

(Title of Class of Securities)

670657105

(CUSIP Number)

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

Pittsford, New York 14534
(585) 586-4680

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

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

September 30, 2024

(Date of Event which Requires Filing of this Statement)

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

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

__________

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

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

CUSIP No. 670657105

13D

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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 14,777,402.585 Shares
	8.	SHARED VOTING POWER 0 Shares
	9.	SOLE DISPOSITIVE POWER 14,832,402.585 Shares
	10.	SHARED DISPOSITIVE POWER 0 Shares


11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 14,832,402.585 Shares
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	☐
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.96%
14.	TYPE OF REPORTING PERSON IA

CUSIP No. 670657105

13D

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EXPLANATORY NOTE

This Amendment No. 9 (“Amendment”) amends and supplements the statement on Schedule 13D filed by Karpus Management, Inc., d/b/a Karpus Investment Management (“Karpus”), on November 7, 2023, by Amendment No. 1 filed on January 8, 2024, by Amendment No. 2 filed on March 4, 2024, by Amendment No. 3 filed on May 31, 2024, by Amendment No. 4 filed on June 3, 2024, by Amendment No. 5 filed on June 4, 2024, by Amendment No. 6 filed August 15, 2024, by Amendment No. 7 filed on September 12, 2024, and by Amendment No. 8 filed on September 30, 2024 (the “Original Schedule 13D” and, as amended by this Amendment, the “Schedule 13D”), relating to the shares of Common Stock of Nuveen AMT-Free Quality Municipal Income Fund ("Shares"), a Massachusetts corporation (the “Issuer”). Except as specifically provided herein, each Item of the Original Schedule 13D remains unchanged. Capitalized terms used but not otherwise defined herein have the meanings set forth in the Original Schedule 13D.

Item 3.

Source and Amount of Funds or Other Consideration.

Item 3 is hereby amended to read as follows:

Karpus an independent registered investment advisor, has accumulated 14,832,402.585 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 14,832,402.585 Shares beneficially owned by Karpus is approximately $158,571,440.18 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), and (e) are hereby amended to read as follows:

(a)

As of the close of business on September 30, 2024, Karpus beneficially owned an aggregate of 14,832,402.585 Shares held in the Accounts, which represents approximately 4.96% of the 298,992,392 Shares reported as outstanding as of July 2, 2024 on the Form N-CSR filed by the Issuer for the reporting period ended April 30, 2024.

	(b)	1. Sole power to vote or direct vote:         14,777,402.585
		2. Shared power to vote or direct vote:          0
		3. Sole power to dispose or direct the disposition:         14,832,402.585
		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 September 30, 2024 are set forth on Schedule B and incorporated herein for reference.

(e)

Karpus ceased to be the beneficial owner of more than 5% of the Issuer’s Shares on September 30, 2024.

CUSIP No. 670657105

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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:    October 2, 2024

	KARPUS MANAGEMENT, INC.

	By:	/s/ Daniel L. Lippincott
		Name: Daniel L. Lippincott
		Title: President and Chief Investment Officer

CUSIP No. 670657105

13D

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SCHEDULE A

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

Name	Position & Present Principal Occupation	Business Address	Shares Owned

Kathleen Finnerty Crane	Chief Financial Officer	183 Sully’s Trail, Pittsford, New York 14534	12,700 Shares
Thomas Michael Duffy	Senior Vice President and Director of Operations	183 Sully’s Trail, Pittsford, New York 14534	0 Shares
Daniel Lee Lippincott	President and Chief Investment Officer	183 Sully’s Trail, Pittsford, New York 14534	3,000 Shares
Jodi Lee Hedberg	Chief Compliance Officer	183 Sully’s Trail, Pittsford, New York 14534	0 Shares
Thomas Wayne Griffith	Director	17 East Market Street, West Chester, Pennsylvania 19382	530 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 September 30, 2024.

Nature of the Transaction

Shares

Purchased/(Sold)

Price Per

Share($)

Date of

Purchase / Sale

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

Sale of Common Stock	(351,658)	$11.95	9/27/2024
Sale of Common Stock	(455,425)	$11.96	9/30/2024

Amendment: SEC Form SC 13D/A filed by Nuveen AMT-Free Quality Municipal Income Fund