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Chicago New York Washington, DC London San Francisco Los Angeles Singapore vedderprice.com | |||
| August 1, 2019 | ||||
| Deborah Bielicke Eades Shareholder +1 312 609 7661 deades@vedderprice.com |
U.S. Securities and Exchange Commission
Division of Investment Management
100 F Street, N.E.
Washington, D.C. 20549
Attn: Mr. John Ganley
Senior Counsel
| Re: | Nuveen AMT-Free Municipal Credit Income Fund (the “Registrant”); |
| File No. 333-232098 |
To the Commission:
On behalf of the Registrant, this letter is in response to the comments provided telephonically by the staff of the U.S. Securities and Exchange Commission (the “Commission”) to Vedder Price P.C. on July 24, 2019—and further discussed with the staff on July 25-26, 2019—with respect to the Registrant’s Pre-effective Amendment No. 1 to the Registration Statement on Form N-14 filed on July 17, 2019 (“Amendment No. 1”) relating to the issuance of common shares in connection with the proposed merger of Nuveen Connecticut Quality Municipal Income Fund (the “Target Fund”) with and into a wholly-owned subsidiary of the Registrant (the “Merger”). The Registrant and the Target Fund are referred to herein each as a “Fund” and collectively as the “Funds.” Any capitalized terms not defined herein have the same meanings as given to them in Amendment No. 1. Set forth below are the staff’s comments and the Registrant’s responses. As discussed with the staff, disclosure revisions made in response to the staff’s comments will be incorporated into the Registrant’s definitive Joint Proxy Statement/Prospectus filed pursuant to Rule 497 under the Securities Act of 1933, as amended.
Question & Answer Section
| (1) | Comment: Because the Funds use leverage, please delete the second paragraph in the answer to the question “How will the Merger impact fees and expenses?” which describes the pro forma operating expenses per common share excluding leverage costs. |
Response: The Registrant has deleted the disclosure at issue and added a general statement about the variability of leverage costs. The Registrant also added disclosure that the Merger is expected to result in a reduction of certain other expenses estimated to be five basis points (0.05%) for Target Fund shareholders (as shareholders of the combined fund following the Merger). The foregoing was added because the effect of the Merger on operating expenses excluding leverage costs was a significant factor in the Adviser’s decision to recommend the Merger and the Board’s decision to approve the Merger.
222 North LaSalle Street | Chicago, Illinois 60601 | T +1 312 609 7500 | F +1 312 609 5005
Vedder Price P.C. is affiliated with Vedder Price LLP, which operates in England and Wales, Vedder Price (CA), LLP, which operates in California, and Vedder Price Pte. Ltd., which operates in Singapore.
U.S. Securities and Exchange Commission
August 1, 2019
Page 2
| (2) | Comment: In light of each Fund’s reported regulatory leverage ratio for fiscal year 2018, please revise the disclosure in the first paragraph of the answer to the question “How will the Merger impact fees and expenses?” regarding differences in the amounts of leverage between the Acquiring Fund and Target Fund. |
Response: The Registrant has deleted “amounts” and revised the disclosure to refer to differences in the costs of leverage.
| (3) | Comment: Please eliminate the question and answer regarding the impact of the Merger on distributions to common shareholders of the Target Fund or otherwise revise the answer to present actual historical distribution rates on both a before- and after-tax basis. If the question and answer are retained, please state that there is no assurance that historical distribution rates will be maintained. |
Response: The Registrant has retained the question and answer and revised the disclosure in response to the staff’s comment.
Joint Proxy Statement/Prospectus
| (4) | Comment: Please consider modifying the presentation of the disclosure in the section captioned “Material Federal Income Tax Consequences of the Merger” to be more “reader friendly.” |
Response: The Registrant has revised the presentation of the disclosure in response to the staff’s comment.
Please direct your questions and/or comments regarding this filing to Cody Vitello at (312) 609-7816, Nathaniel Segal at (312) 609-7747 or the undersigned at (312) 609-7661.
Very truly yours,
Deborah Bielicke Eades
Shareholder