EX-99.A.6 2 d45391dex99a6.htm AMENDMENT NO. 1 TO STATEMENT ESTABLISHING AND FIXING THE RIGHTS Amendment No. 1 to Statement Establishing and Fixing the Rights

Exhibit a.6

NUVEEN AMT-FREE QUALITY MUNICIPAL INCOME FUND

(formerly NUVEEN AMT-FREE MUNICIPAL INCOME FUND)

AMENDMENT NO. 1 TO

STATEMENT ESTABLISHING AND FIXING

THE RIGHTS AND PREFERENCES OF SERIES 2

VARIABLE RATE DEMAND PREFERRED SHARES (“VRDP”)


NUVEEN AMT-FREE QUALITY MUNICIPAL INCOME FUND

(formerly NUVEEN AMT-FREE MUNICIPAL INCOME FUND)

AMENDMENT NO. 1 TO

STATEMENT ESTABLISHING AND FIXING

THE RIGHTS AND PREFERENCES OF SERIES 2

VARIABLE RATE DEMAND PREFERRED SHARES (“VRDP”)

(the “Original Statement”)

NUVEEN AMT-FREE QUALITY MUNICIPAL INCOME FUND, a Massachusetts business trust (the “Fund”), hereby certifies that the Board of Trustees of the Fund, having determined that the amendments to the Original Statement set forth in Section 2 below do not materially and adversely affect any preference, right or power of the Series 2 VRDP Shares or the Holders or the Beneficial Owners thereof as contemplated by Section 5(c)(i) of the Original Statement, has, by resolution, authorized the amendments to the Original Statement set forth in Section 2 below.

Section 1.    Definitions.

(a) Terms used in this amendment and not otherwise defined herein shall have the respective meanings ascribed thereto in the Original Statement.

(b) The Original Statement as amended hereby is hereinafter referred to as the “Statement.”

Section 2.     Amendments.

 

  (a)

The definition of “LIBOR Rate” under the heading “Definitions” in the Original Statement is amended and restated in its entirety as follows:

LIBOR Rate” means, on any Rate Determination Date, (i) the rate for deposits in U.S. dollars for the designated Rate Period, which appears on Reuters display page LIBOR01 (“Page LIBOR01”) (or such other page as may replace that page on that service, or such other service as may be selected by the LIBOR Dealer or its successors that are LIBOR Dealers) as of 11:00 a.m. London time, on the day that is the London Business Day preceding the Rate Determination Date (the “LIBOR Determination Date”), or (ii) if such rate does not appear on Page LIBOR01 or such other page as may replace such Page LIBOR01, (A) the LIBOR Dealer shall determine the arithmetic mean of the offered quotations of the Reference Banks to leading banks in the London interbank market for deposits in U.S. dollars for the designated Rate Period in an amount determined by such LIBOR Dealer by reference to requests for quotations as of approximately 11:00 a.m. (London time) on such date made by such LIBOR Dealer to the Reference Banks, (B) if at least two of the Reference Banks provide such quotations, the LIBOR Rate shall equal such arithmetic mean of such quotations, (C) if only one or none of the Reference Banks provide such quotations, the LIBOR Rate shall be deemed to be the arithmetic mean of the offered quotations that leading banks in The City of New York selected by the LIBOR Dealer (after obtaining the Fund’s approval) are quoting on the relevant LIBOR Determination Date for deposits in U.S. dollars for the designated Rate Period in an amount determined by the LIBOR Dealer (after obtaining the Fund’s approval) that is representative of a single transaction in such market at such time by reference to the principal London offices of leading banks in the London interbank market; provided, however, that if no LIBOR Dealer quotes a rate required to determine the LIBOR Rate, the LIBOR Rate will be determined on the basis of the quotation or quotations furnished by any Substitute LIBOR Dealer or Substitute LIBOR Dealers selected by the Fund to provide such rate or rates not being supplied by the LIBOR Dealer; provided further, that if the LIBOR Dealer and Substitute LIBOR Dealers are required but unable to determine a rate in accordance with at least one of the procedures provided above, the LIBOR Rate shall be the LIBOR Rate as determined on the previous Rate Determination Date. If the number of days in a Rate Period shall be (i) seven or more but fewer than 21 days, such rate shall be the seven-day LIBOR Rate; (ii) 21 or more but fewer than 49 days, such rate shall be the one-month LIBOR rate; (iii) 49 or more but fewer than 77 days, such rate

 

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shall be the two-month LIBOR rate; (iv) 77 or more but fewer than 112 days, such rate shall be the three-month LIBOR rate; (v) 112 or more but fewer than 140 days such rate shall be the four-month LIBOR rate; (vi) 140 or more but fewer than 168 days, such rate shall be the five-month LIBOR rate; (vii) 168 or more but fewer than 189 days, such rate shall be the six-month LIBOR rate; (viii) 189 or more but fewer than 217 days, such rate shall be the seven-month LIBOR rate; (ix) 217 or more but fewer than 252 days, such rate shall be the eight-month LIBOR rate; (x) 252 or more but fewer than 287 days, such rate shall be the nine-month LIBOR rate; (xi) 287 or more but fewer than 315 days, such rate shall be the ten-month LIBOR rate; (xii) 315 or more but fewer than 343 days, such rate shall be the eleven-month LIBOR rate; and (xiii) 343 or more but fewer than 365 days, such rate shall be the twelve-month LIBOR rate. If the LIBOR Rate is no longer calculable as provided above or is discontinued, the Fund shall replace the LIBOR Rate with a substitute or successor rate that it determines in good faith to be a reasonably comparable index rate, provided that if the Fund determines there is an industry accepted substitute or successor index rate, the Fund shall replace the LIBOR Rate with such index rate, and, without shareholder approval, amend or supplement this Statement as provided in paragraph (a) of Section 13 of Part I of this Statement accordingly to implement such replacement.

 

  (b)

The definition of “SIFMA Municipal Swap Index” under the heading “Definitions” in the Original Statement is amended and restated in its entirety as follows:

SIFMA Municipal Swap Index” means the Securities Industry and Financial Markets Association Municipal Swap Index, or such other weekly, high-grade index comprised of seven-day, tax-exempt variable rate demand notes produced by Bloomberg or its successor, or as otherwise designated by the Securities Industry and Financial Markets Association; provided, however, that if such index is no longer produced by Bloomberg or its successor, then SIFMA Municipal Swap Index shall mean (i) the S&P Municipal Bond 7 Day High Grade Rate Index produced by Standard & Poor’s Financial Services LLC or its successors or (ii) if the S&P Municipal Bond 7 Day High Grade Rate Index is no longer produced, such other reasonably comparable index selected in good faith by the Fund.

 

  (c)

The definition of “SIFMA Municipal Swap Index Rate” under the heading “Definitions” in the Original Statement is amended and restated in its entirety as follows:

SIFMA Municipal Swap Index Rate” means, on any Rate Determination Date, (i) the SIFMA Municipal Swap Index made available by approximately 4:00 p.m., New York City time, on such date, or (ii) if such index is not so made available on such date, the SIFMA Municipal Swap Index as determined on the previous Rate Determination Date.

 

  (d)

The definition of “VRDP Fee Agreement” under the heading “Definitions” in the Original Statement is amended and restated in its entirety as follows:

VRDP Fee Agreement” means the Variable Rate Demand Preferred Shares (VRDP) Fee Agreement with respect to the Series 2 VRDP Shares, between the Fund and the initial Liquidity Provider, dated as of May 6, 2013, as amended by Amendment No. 1 thereto dated as of October 15, 2014 and Amendment No. 2 thereto dated as of December 7, 2018 (the “Original VRDP Fee Agreement”); provided that, upon termination of the Original VRDP Fee Agreement and the effectiveness in accordance with its terms of the Variable Rate Demand Preferred Shares (VRDP) Fee Agreement with respect to the Series 2 VRDP Shares, between the Fund and the initial Liquidity Provider, dated as of August 22, 2019, replacing the Original VRDP Fee Agreement (the “Replacement VRDP Fee Agreement”), “VRDP Fee Agreement” means the Replacement VRDP Fee Agreement, as amended, modified or supplemented from time to time, or any similar agreement with a successor Liquidity Provider.

 

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  (e)

The definition of “VRDP Purchase Agreement” under the heading “Definitions” in the Original Statement is amended and restated in its entirety as follows:

VRDP Purchase Agreement” means the Variable Rate Demand Preferred Shares (VRDP) Purchase Agreement with respect to the Series 2 VRDP Shares, between the Tender and Paying Agent and the initial Liquidity Provider, dated as of May 6, 2013, as amended by Amendment No. 1 thereto dated August 22, 2019 (the “Original VRDP Purchase Agreement”); provided that, upon termination of the Original VRDP Purchase Agreement and the effectiveness in accordance with its terms of the Variable Rate Demand Preferred Shares (VRDP) Purchase Agreement with respect to the Series 2 VRDP Shares, between the Tender and Paying Agent and the initial Liquidity Provider, dated as of August 22, 2019 and with an initial Scheduled Termination Date not less than 180 days following the August 22, 2019 Scheduled Termination Date of the Original VRDP Purchase Agreement, replacing the Original VRDP Purchase Agreement (the “Replacement VRDP Purchase Agreement”), “VRDP Purchase Agreement” means the Replacement VRDP Purchase Agreement, as amended, modified or supplemented from time to time, or any Alternate VRDP Purchase Agreement.

 

  (f)

Section 13(a) of Part I of the Original Statement is hereby amended and restated in its entirety as follows:

Amendment of or Supplements to this Statement. The Board of Trustees may, by resolution duly adopted, without shareholder approval (except as otherwise provided by this Statement or required by applicable law), amend or supplement this Statement to (1) reflect any amendments or supplements hereto which the Board of Trustees is entitled to adopt pursuant to the terms of this Statement without shareholder approval or (2) provide for the issuance of additional shares of Series 2 VRDP (and terms relating thereto) or (3) replace the LIBOR Rate as provided in the definition thereof or (4) replace the SIFMA Municipal Swap Index as provided in the definition thereof. Each such additional share of Series 2 VRDP shall be governed by the terms of this Statement as so amended or supplemented.

 

  (g)

The termination of the Original VRDP Purchase Agreement and its replacement with the Replacement VRDP Purchase Agreement as provided in the definition of “VRDP Purchase Agreement” above shall not constitute a Mandatory Tender Event or a Mandatory Purchase Event.

 

  (h)

Any Outstanding VRDP Shares that would have been subject to purchase by the Liquidity Provider pursuant to the Original VRDP Purchase Agreement but for its termination and replacement by the Replacement VRDP Purchase Agreement shall be subject to purchase by the Liquidity Provider in accordance with the Replacement VRDP Purchase Agreement.

 

  (i)

The foregoing amendments to the Original Statement shall be effective from and including the effectiveness of the Replacement VRDP Purchase Agreement.

 

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IN WITNESS WHEREOF, Nuveen AMT-Free Quality Municipal Income Fund having duly adopted this amendment to the Original Statement, has caused these presents to be signed as of August 21, 2019 in its name and on its behalf by its Chief Administrative Officer and attested by its Vice President and Assistant Secretary. The Declaration is on file with the Secretary of the Commonwealth of Massachusetts, and the said officers of the Fund have executed this amendment to the Original Statement as officers and not individually, and the obligations of the Fund set forth in the Statement are not binding upon any such officers, or the trustees of the Fund or shareholders of the Fund, individually, but are binding only upon the assets and property of the Fund.

 

NUVEEN AMT-FREE QUALITY MUNICIPAL INCOME FUND
By:  

/s/ Cedric H. Antosiewicz

Name:   Cedric H. Antosiewicz
Title:   Chief Administrative Officer

 

ATTEST:

/s/ Mark L. Winget

Name:   Mark L. Winget
Title:   Vice President and Assistant Secretary

 

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