As filed with the Securities and Exchange Commission on December 3, 2021
1933 Act File No. 333-261173
1940 Act File No. 811-09475
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-2
(Check appropriate box or boxes)
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REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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Pre-Effective Amendment No.
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Post-Effective Amendment No. 1
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and/or
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REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
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Nuveen AMT-Free Municipal Credit Income Fund
(Exact name of Registrant as Specified in Charter)
333 West Wacker
Drive, Chicago, Illinois 60606
(Address of Principal Executive Offices)
(Number, Street, City, State, Zip Code)
(Registrants Telephone Number, including Area Code): (800) 257-8787
Gifford R. Zimmerman
Vice
President and Secretary
333 West Wacker Drive
Chicago, Illinois 60606
Name and Address (Number, Street, City, State, Zip Code) of Agent for Service
Copies to:
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Thomas S. Harman
Morgan, Lewis & Bockius LLP
1111 Pennsylvania Avenue NW
Washington, D.C. 20004
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Eric F. Fess
Chapman and Cutler LLP
111
W. Monroe Street
Chicago, IL 60603
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Jonathan B. Miller
Kenny S. Terrero
Sidley
Austin LLP
787 Seventh Avenue
New York, NY 10019
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Approximate Date of Proposed Public Offering:
From time to time after the effective date of this Registration Statement.
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Check box if the only securities being registered on this Form are being offered pursuant to dividend or
interest reinvestment plans.
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Check box if any securities being registered on this Form will be offered on a delayed or continuous basis in
reliance on Rule 415 under the Securities Act of 1933 (Securities Act), other than securities offered in connection with a dividend reinvestment plan.
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Check box if this Form is a registration statement pursuant to General Instruction A.2 or a post-effective
amendment thereto.
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Check box if this Form is a registration statement pursuant to General Instruction B or a post-effective
amendment thereto that will become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act.
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Check box if this Form is a post-effective amendment to a registration statement filed pursuant to General
Instruction B to register additional securities o additional classes of securities pursuant to Rule 413(b) under the Securities Act.
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It is proposed that this filing will become effective (check appropriate box):
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when declared effective pursuant to Section 8(c) of the Securities Act, or as follows:
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If appropriate, check the following box:
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This post-effective amendment designates a new effective date for a previously filed post-effective amendment.
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This Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the
Securities Act, and the Securities Act registration statement number of the earlier effective registration statement for the same offering is: .
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This Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, and the
Securities Act registration statement number of the earlier effective registration statement for the same offering is: .
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This Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, and the
Securities Act registration statement number of the earlier effective registration statement for the same offering is: 333-261173.
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Check each box that appropriately characterizes the Registrant:
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Registered Closed-End Fund
(closed-end company that is registered under the Investment Company Act of 1940 (Investment Company Act)).
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Business Development Company (closed-end company that intends or has
elected to be regulated as a business development company under the Investment Company Act).
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Interval Fund (Registered Closed-End Fund or a Business Development
Company that makes periodic repurchase offers under Rule 23c-3 under the Investment Company Act).
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A.2 Qualified (qualified to register securities pursuant to General Instruction A.2 of this Form).
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Well-Known Seasoned Issuer (as defined by Rule 405 under the Securities Act).
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Emerging Growth Company (as defined by Rule 12b-2 under the Securities
Exchange Act of 1934 (Exchange Act).
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If an Emerging Growth Company, indicate by check mark if the registrant has elected not to use the extended
transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of Securities Act.
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New Registrant (registered or regulated under the Investment Company Act for less than 12 calendar months
preceding this filing).
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This post-effective amendment will become effective immediately pursuant to Rule 462(d).
EXPLANATORY NOTE
This Post-Effective Amendment No. 1 to the Registration Statement on Form N-2 (File Nos. 333-261173 and 811-09475) of Nuveen AMT-Free Municipal Credit Income Fund (the Registration Statement) is being filed
pursuant to Rule 462(d) under the Securities Act of 1933, as amended (the Securities Act), solely for the purpose of filing exhibits to the Registration Statement. Accordingly, this Post-Effective Amendment No. 1 consists only of a
facing page, this explanatory note and Part C of the Registration Statement on Form N-2 setting forth the exhibits to the Registration Statement. This Post-Effective Amendment No. 1 does not modify any
other part of the Registration Statement. Pursuant to Rule 462(d) under the Securities Act, this Post-Effective Amendment No. 1 shall become effective immediately upon filing with the Securities and
Exchange Commission. The contents of the Registration Statement are hereby incorporated by reference.
PART COTHER INFORMATION
Item 25:
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Financial Statements and Exhibits.
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1.
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Contained in Part A:
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Financial Highlights for Nuveen AMT-Free Municipal Credit Income Fund (the Fund or the Registrant) for fiscal years ended October 31, 2011, October 31, 2012, October 31, 2013, October 31,
2014, October 31, 2015, October 31, 2016, October 31, 2017, October 31, 2018, October 31, 2019 and October 31, 2020 and the six months ended April 30, 2021 are filed in Part A of this Registration Statement under the caption
Financial Highlights.
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Registrants Financial Statements are incorporated in Part A by reference to Registrants October 31, 2020 Annual Report (audited)
on Form N-CSR as filed with the U.S. Securities and Exchange Commission (the SEC) on January 7, 2021 and Registrants April 30, 2021 Semi-Annual Report
(unaudited) on Form N-CSR as filed with the SEC on July 7, 2021.
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Contained in Part B:
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Registrants Financial Statements are incorporated in Part B by reference to Registrants October 31, 2020 Annual Report (audited)
on Form N-CSR as filed with the SEC on January 7, 2021 and Registrants April 30, 2021 Semi-Annual Report (unaudited) on Form N-CSR as filed with the
SEC on July 7, 2021.
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2.
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Exhibits:
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a.1
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Declaration of Trust dated July
12, 1999 is incorporated by reference to Exhibit a.1 to Registrants Registration Statement on Form N-2 (File Nos. 333-160630 and 811-09475) as filed with the SEC on July 17, 2009.
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a.2
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Certificate of Amendment to Declaration of Trust dated October
6, 2009 is incorporated by reference to Exhibit a.3 to Registrants Registration Statement on Form N-2 (File Nos. 333-160630 and 811-09475) as filed with the SEC on October 9, 2009.
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a.3
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Certificate of Name Change Amendment to the Declaration of Trust dated December
9, 2011 is incorporated by reference to Exhibit (1)(b) to Registrants Registration Statement on Form N-14 (File No. 333-206627) as filed with the SEC on August 27, 2015.
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a.4
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Certificate of Name Change Amendment to the Declaration of Trust dated April
1, 2016 is incorporated by reference to Exhibit (1)(c) to Registrants Registration Statement on Form N-14 (File No. 333-206627) as filed with the SEC on May 19, 2016.
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a.5
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Certificate of Name Change Amendment to the Declaration of Trust dated December 12, 2016 is incorporated herein by reference to an Exhibit
to the Registrants Registration Statement on Form N-2 (File Nos. 333-226136 and 811-09475) as filed with the SEC on July 12, 2018.
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a.6
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Reserved.
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a.7
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Amended and Restated Statement Establishing and Fixing the Rights and Preferences of Series 1 Variable Rate Demand Preferred Shares dated June
18, 2019 is incorporated herein by reference to an Exhibit to the Registrants Registration Statement on Form N-2 (File Nos. 333-261173 and 800-09475) as filed with the SEC on November 18,
2021.
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a.8
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Notice of Subsequent Rate Period Designating the Subsequent Rate Period Succeeding the Initial Rate Period as a Minimum Rate Period for Series
1 Variable Rate Demand Preferred Shares dated June 20, 2019 is incorporated herein by reference to an Exhibit to the Registrants Registration Statement on Form N-2 (File Nos. 333-261173 and 800-09475) as filed with the SEC on November 18,
2021.
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Part C-1
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a.9
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Statement Establishing and Fixing the Rights and Preferences of Series 2 Variable Rate Demand Preferred Shares dated April
7, 2016 is incorporated herein by reference to an Exhibit to the Registrants Registration Statement of Form N-2 (File Nos. 333-226136 and 811-09475) as filed with the SEC on July 12, 2018.
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a.10
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Statement Establishing and Fixing the Rights and Preferences of Series 4 Variable Rate Demand Preferred Shares dated June
15, 2016 is incorporated herein by reference to an Exhibit to the Registrants Registration Statement of Form N-2 (File Nos. 333-226136 and 811-09475) as filed with the SEC on July 12, 2018.
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a.11
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Amendment No. 1 to Statement Establishing and Fixing the Rights and Preferences of Series 4 Variable Rate Demand Preferred Shares dated June
18, 2018 is incorporated herein by reference to an Exhibit to the Registrants Registration Statement of Form N-2 (File Nos. 333-226136 and 811-09475) as filed with the SEC on July 12, 2018.
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a.12
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Notice of Subsequent Rate Period Designating the Subsequent Rate Period Succeeding the Initial Rate Period as a Minimum Rate Period for Series
4 Variable Rate Demand Preferred Shares dated June 21, 2018 is incorporated herein by reference to an Exhibit to the Registrants Registration Statement on Form N-2 (File Nos. 333-261173 and 800-09475) as filed with the SEC on November 18,
2021.
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a.13
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Amendment No. 2 to Statement Establishing and Fixing the Rights and Preferences of Series 4 Variable Rate Demand Preferred Shares dated June
19, 2019 is incorporated herein by reference to an Exhibit to the Registrants Registration Statement on Form N-2 (File Nos. 333-261173 and 800-09475) as filed with the SEC on November 18, 2021.
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a.14
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Statement Establishing and Fixing the Rights and Preferences of Series 5 Variable Rate Demand Preferred Shares dated November
9, 2016 is incorporated herein by reference to an Exhibit to the Registrants Registration Statement of Form N-2 (File Nos. 333-226136 and 811-09475) as filed with the SEC on July 12, 2018.
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a.15
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Statement Establishing and Fixing the Rights and Preferences of Series 6 Variable Rate Demand Preferred Shares dated November
9, 2016 is incorporated herein by reference to an Exhibit to the Registrants Registration Statement of Form N-2 (File Nos. 333-226136 and 811-09475) as filed with the SEC on July 12, 2018.
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a.16
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Statement Establishing and Fixing the Rights and Preferences of Series A MuniFund Preferred Shares dated January
25, 2018 and related Supplement Initially Designating the Variable Rate Mode is incorporated herein by reference to an Exhibit to the Registrants Registration Statement of Form N-2 (File Nos. 333-226136 and 811-09475) as filed with the SEC on July
12, 2018.
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a.17
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Amendment No. 1 to Supplement to the Statement Establishing and Fixing the Rights and Preferences of Series A MuniFund Preferred Shares Initially
Designating the Variable Rate Mode for the Series A MuniFund Preferred Shares dated September 28, 2018 is incorporated herein by reference to an Exhibit to the Registrants Registration Statement on Form N-2 (File Nos. 333-261173 and
800-09475) as filed with the SEC on November 18, 2021.
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a.18
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Amendment No. 2 to Supplement to the Statement Establishing and Fixing the Rights and Preferences of Series A MuniFund Preferred Shares Initially
Designating the Variable Rate Mode for the Series A MuniFund Preferred Shares dated November 13, 2020 is incorporated herein by reference to an Exhibit to the Registrants Registration Statement on Form N-2 (File Nos. 333-261173 and 800-09475)
as filed with the SEC on November 18, 2021.
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a.19
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Statement Establishing and Fixing the Rights and Preferences of Series B MuniFund Preferred Shares is incorporated herein by reference to an
Exhibit to Post-Effective Amendment No. 3 to the Registrants Registration Statement on Form N-2 (File Nos. 333-226136 and 811-09475) on March 7, 2019.
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Part C-2
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a.20
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Supplement to the Statement Establishing and Fixing the Rights and Preferences of Series B MuniFund Preferred Shares is incorporated herein
by reference to an Exhibit to Post-Effective Amendment No. 3 to the Registrants Registration Statement on Form N-2 (File Nos. 333-226136 and 811-09475) on March 7, 2019.
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a.21
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Statement Establishing and Fixing the Rights and Preferences of Adjustable Rate MuniFund Preferred Shares, Series 2028 dated November 14, 2019
and related Designation and Terms Specific to Series 2028 AMTP Shares is incorporated herein by reference to an Exhibit to the Registrants Registration Statement on Form N-2 (File Nos. 333-261173 and 800-09475) as filed with the SEC on
November 18, 2021.
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a.22
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Amendment No. 1 to Statement Establishing and Fixing the Rights and Preferences of Series 5 Variable Rate Demand Preferred Shares dated December 1, 2021 is filed herewith.
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a.23
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Amendment No. 1 to Statement Establishing and Fixing the Rights and Preferences of Series 6 Variable Rate Demand Preferred Shares dated December 1, 2021 is filed herewith.
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b.
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Registrants By-Laws (Amended and Restated as of October
5, 2020) is incorporated herein by reference to Exhibit 3.1 to Registrants Form 8-K (File No. 811-09475) as filed with the SEC on October 6, 2020.
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c.
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Not Applicable.
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d.1
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Reserved.
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d.2
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Form of Share Certificate for Series C MuniFund Preferred Shares is filed herewith.
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d.3
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Statement Establishing and Fixing the Rights and Preferences of Series C MuniFund Preferred Shares is filed herewith.
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d.4
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Supplement to the Statement Establishing and Fixing the Rights and Preferences of Series C MuniFund Preferred Shares Designating the Variable Rate Remarketed Mode is filed herewith.
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d.5
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Form of Supplement to the Statement Establishing and Fixing the Rights and Preferences of MuniFund Preferred Shares Designating the Variable
Rate Mode incorporated herein by reference to an Exhibit to the Registrants Registration Statement on Form N-2 (File Nos. 333-261173 and 800-09475) as filed with the SEC on November 18,
2021.
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d.6
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Form of Supplement to the Statement Establishing and Fixing the Rights and Preferences of MuniFund Preferred Shares Designating the Variable
Rate Mode (Adjustable Rate) incorporated herein by reference to an Exhibit to the Registrants Registration Statement on Form N-2 (File Nos. 333-261173 and 800-09475) as filed with the SEC on November 18, 2021.
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e.
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Terms and Conditions of the Dividend Reinvestment Plan is incorporated by reference to Exhibit e. to Nuveen Municipal Income Fund, Inc.s
Registration Statement on Form N-2 (File Nos. 333-211435 and 811-05488) as filed with the SEC on May 18, 2016.
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f.
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Not Applicable.
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g.1
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Investment Management Agreement dated April
11, 2016 (the Investment Management Agreement) is incorporated by reference to Exhibit (6)(a) to Registrants Registration Statement on Form N-14 (File No. 333-206627) as filed with the SEC on May 19, 2016.
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g.2
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Amendment to Investment Management Agreement dated August 1, 2019 is incorporated by reference to an Exhibit to Registrants Annual
Report on Form N-CEN (File No. 811-09475) as filed on January 14, 2020.
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g.3
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Continuance of Investment Management Agreement between the Registrant and Nuveen Fund Advisors, LLC dated July 30, 2021 is incorporated herein
by reference to an Exhibit to the Registrants Registration Statement on Form N-2 (File Nos. 333-261173 and 800-09475) as filed with the SEC on November 18, 2021.
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g.4
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Investment Sub-Advisory Agreement dated April
11, 2016 (the Investment Sub-Advisory Agreement) is incorporated by reference to Exhibit (6)(b) to Registrants Registration Statement on Form N-14 (File No. 333-206627) as filed with the SEC on May 19, 2016.
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Part C-3
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g.5
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Notice of Continuance of Investment Sub-Advisory Agreements between the Registrant and Nuveen Asset Management, LLC dated July 30, 2021 is incorporated
herein by reference to an Exhibit to the Registrants Registration Statement on Form N-2 (File Nos. 333-261173 and 800-09475) as filed with the SEC on November 18, 2021.
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h.1
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Underwriting Agreement dated December 1, 2021 with respect to the Series C MuniFund Preferred Shares is filed herewith.
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h.2
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Form of Distribution Agreement between Registrant and Nuveen Securities, LLC is incorporated herein by reference to an Exhibit to the Registrants
Registration Statement on Form N-2 (File Nos. 333-261173 and 800-09475) as filed with the SEC on November 18, 2021.
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h.3
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Form of Dealer Agreement between Nuveen Securities, LLC and [●] is incorporated herein by reference to an Exhibit to the Registrants
Registration Statement on Form N-2 (File Nos. 333-261173 and 800-09475) as filed with the SEC on November 18, 2021.
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i.
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Nuveen Open-End and Closed-End Fund Deferred Compensation Plan for Independent Directors and Trustees (Amended and Restated effective May 8,
2020) is incorporated by reference to Exhibit i. to Nuveen Taxable Municipal Income Funds Registration Statement on Form N-2 (File No. 333-248493) as filed with the SEC on August 31, 2020.
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j.1
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Amended and Restated Master Custodian Agreement between Registrant and State Street Bank and Trust Company dated July
15, 2015 (the Custodian Agreement) is incorporated by reference to Exhibit 9(a) to Registrants Registration Statement on Form N-14 (File No. 333-206627) as filed with the SEC on October 2, 2015.
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j.2
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Amendment and revised Appendix A to the Custodian Agreement (Updated as of March 15, 2021) is incorporated by reference to Exhibit j.2 to
Nuveen Core Plus Impact Funds Registration Statement on Form N-2 (File Nos. 333-251817 and 811-23627) as filed with the SEC on April 26, 2021.
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k.1
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Transfer Agency and Service Agreement dated June 15, 2017 between Registrant and Computer Share Inc. and Computershare Trust Company, N.A. (the
Transfer Agency Agreement) is incorporated by reference to Exhibit k.1 to Nuveen California AMT-Free Quality Municipal Income Funds Registration Statement on Form N-2 (File Nos. 333-184971 and 811-21212) as filed with the SEC on
November 16, 2017.
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k.2
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Amended and Restated Schedule A to the Transfer Agency Agreement dated April 12, 2021 is incorporated by reference to Exhibit k.2 to Nuveen
Core Plus Impact Funds Registration Statement on Form N-2 (File Nos. 333-251817 and 811-23627) as filed with the SEC on April 26, 2021.
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l.1
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Opinion of Morgan, Lewis & Bockius LLP is filed herewith.
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l.2
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Opinion of Sidley Austin LLP is filed herewith.
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m.
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Not Applicable.
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n.
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Not applicable.
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o.
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Not Applicable.
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p.
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Not Applicable.
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q.
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Not Applicable.
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r.1
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Code of Ethics and Reporting Requirements of Nuveen (including affiliated entities) and the Nuveen Funds as amended August 9, 2021 is incorporated
by reference to Exhibit r.1 to Nuveen Variable Rate Preferred & Income Funds Pre-Effective Amendment No. 1 to its Registration Statement on Form N-2 (File Nos. 333-256744 and 811-23704) as filed
with the SEC on October 5, 2021.
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r.2
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Code of Ethics for the Independent Trustees of the Nuveen Funds as last amended May 23, 2019 is incorporated herein by reference to Exhibit
r.2 to the Nuveen Taxable Municipal Income Funds Registration Statement on Form N-2 (File No. 333-248493) as filed with the SEC on August 31, 2020.
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Part C-4
Item 26:
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Marketing Arrangements.
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Reference is made to the form of Underwriting Agreement, the form of Distribution Agreement and the form of Dealer Agreement for the
Registrants Common Shares and Preferred Shares filed as exhibits to the Registration Statement and the Underwriting Agreement, Distribution Agreements and Dealer Agreements (or forms thereof) which relate to the specific issuances of Common
Shares and Preferred Shares under the Registration Statement and filed as exhibits to the Registration Statement. Reference also is made to the information under the headings Plan of Distribution in the Registrants prospectus and
under the heading Underwriting, or other similar such captions, in the Registrants prospectus supplement relating to specific issuances of Common Shares and Preferred Shares filed with the Securities and Exchange Commission from
time to time.
Item 27:
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Other Expenses of Issuance and Distribution.
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Securities and Exchange Commission Registration Fees
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$
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32,445*
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Printing and Engraving Fees
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$
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55,000*
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Legal Fees
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$
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525,000*
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Audit Fees
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$
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30,000*
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Rating Agency Fees
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$
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212,500*
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Miscellaneous Expenses
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$
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25,055*
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$
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880,000*
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Item 28:
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Persons Controlled by or under Common Control with Registrant.
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None.
Item 29:
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Number of Holders of Securities.
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As of October 31, 2021:
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Title of Class
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Number of Record Holders
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Common Shares, $0.01 par value
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73,970
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Preferred Shares
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12
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Item 30: Indemnification.
Section 4 of Article XII of the Registrants Declaration of Trust provides as follows:
Subject to the exceptions and limitations contained in this Section 4, every person who is, or has been, a Trustee, officer, employee or
agent of the Trust, including persons who serve at the request of the Trust as directors, trustees, officers, employees or agents of another organization in which the Trust has an interest as a shareholder, creditor or otherwise (hereinafter
referred to as a Covered Person), shall be indemnified by the Trust to the fullest extent permitted by law against liability and against all expenses reasonably incurred or paid by him in connection with any claim, action, suit or
proceeding in which he becomes involved as a party or
Part C-5
otherwise by virtue of his being or having been such a Trustee, director, officer, employee or agent and against amounts paid or incurred by him in settlement thereof.
No indemnification shall be provided hereunder to a Covered Person:
(a) against any liability to the Trust or its Shareholders by reason of a final adjudication by the court or other body before which the
proceeding was brought that he engaged in willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his office;
(b) with respect to any matter as to which he shall have been finally adjudicated not to have acted in good faith in the reasonable belief that
his action was in the best interests of the Trust; or
(c) in the event of a settlement or other disposition not involving a final
adjudication (as provided in paragraph (a) or (b)) and resulting in a payment by a Covered Person, unless there has been either a determination that such Covered Person did not engage in willful misfeasance, bad faith, gross negligence or
reckless disregard of the duties involved in the conduct of his office by the court or other body approving the settlement or other disposition or a reasonable determination, based on a review of readily available facts (as opposed to a full
trial-type inquiry), that he did not engage in such conduct:
(i) by a vote of a majority of the Disinterested Trustees acting on the
matter (provided that a majority of the Disinterested Trustees then in office act on the matter); or
(ii) by written opinion of
independent legal counsel.
The rights of indemnification herein provided may be insured against by policies maintained by the Trust,
shall be severable, shall not affect any other rights to which any Covered Person may now or hereafter be entitled, shall continue as to a person who has ceased to be such a Covered Person and shall inure to the benefit of the heirs, executors and
administrators of such a person. Nothing contained herein shall affect any rights to indemnification to which Trust personnel other than Covered Persons may be entitled by contract or otherwise under law.
Expenses of preparation and presentation of a defense to any claim, action, suit or proceeding subject to a claim for indemnification under
this Section 4 shall be advanced by the Trust prior to final disposition thereof upon receipt of an undertaking by or on behalf of the recipient to repay such amount if it is ultimately determined that he is not entitled to indemnification
under this Section 4, provided that either:
(a) such undertaking is secured by a surety bond or some other appropriate security or
the Trust shall be insured against losses arising out of any such advances; or
(b) a majority of the Disinterested Trustees acting on the
matter (provided that a majority of the Disinterested Trustees then in office act on the matter) or independent legal counsel in a written opinion shall determine, based upon a review of the readily available facts (as opposed to a full trial-type
inquiry), that there is reason to believe that the recipient ultimately will be found entitled to indemnification.
As used in this
Section 4, a Disinterested Trustee is one (x) who is not an Interested Person of the Trust (including anyone, as such Disinterested Trustee, who has been exempted from being an Interested Person by any rule, regulation or order
of the Commission), and (y) against whom none of such actions, suits or other proceedings or another action, suit or other proceeding on the same or similar grounds is then or has been pending.
As used in this Section 4, the words claim, action, suit or proceeding shall apply to all
claims, actions, suits, proceedings (civil, criminal, administrative or other, including appeals), actual or threatened; and the words liability and expenses shall include without limitation, attorneys fees, costs,
judgments, amounts paid in settlement, fines, penalties and other liabilities.
The trustees and officers of the Registrant are covered by
joint errors and omissions insurance policies against liability and expenses of claims of wrongful acts arising out of their position with the Registrant and other Nuveen funds, subject to such policies coverage limits, exclusions and
retention.
Part C-6
Section 7 of the Form of Underwriting Agreement filed as Exhibit h.1 to this Registration
Statement provides for each of the parties thereto, including the Registrant and the underwriter, to indemnify the others, their trustees, directors, certain of their officers, trustees, directors and persons who control them against certain
liabilities in connection with the offering described herein, including liabilities under the federal securities laws.
Insofar as
indemnification for liability arising under the Securities Act of 1933, as amended, (the Securities Act) may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or
otherwise, the Registrant has been advised that, in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
Item 31: Business and Other Connections of Investment Adviser and Sub-Adviser.
Nuveen Fund Advisors manages the Registrant and serves as investment adviser or manager to other open-end and closed-end management investment
companies and to separately managed accounts. The principal business address for all of these investment companies and the persons named below is 333 West Wacker Drive, Chicago, Illinois 60606.
A description of any other business, profession, vocation or employment of a substantial nature in which the directors and officers of Nuveen
Fund Advisors who serve as officers or Trustees of the Registrant have engaged during the last two years for his or her account or in the capacity of director, officer, employee, partner or trustee appears under Management in the
Statement of Additional Information. Such information for the remaining senior officers appears below:
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|
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Name and Position with Nuveen Fund Advisors
|
|
Other Business, Profession, Vocation or Employment During Past
Two Years
|
Oluseun Salami, Executive Vice President and Chief Financial Officer
|
|
Director (since 2020) NIS/R&T, Inc.; Senior Vice President and Chief Financial Officer, Nuveen Alternative Advisors LLC (since 2020), Nuveen, LLC (since 2020), Teachers Advisors, LLC (since 2020), TIAA-CREF Asset Management LLC
(since 2020) and TIAA-CREF Investment Management, LLC (since 2020); Senior Vice President, Chief Financial Officer, Business Finance and Planning (since 2020) Chief Accounting Officer (2019), Senior Vice President, Corporate Controller (2018-2020),
Teachers Insurance and Annuity Association of America, Senior Vice President, Corporate Controller, College Retirement Equities Fund, TIAA Board of Overseers, TIAA Separate Account VA-1, TIAA-CREF Funds, TIAA-CREF Life Funds (2018-2020).
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|
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Megan Sendlak, Managing Director and Controller
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Managing Director and Controller (since 2020) of Nuveen Alternatives Advisors LLC, Nuveen Asset Management, LLC, Nuveen Investments, Inc., Teachers Advisors, LLC and TIAA-CREF Investment Management, LLC; Managing Director and
Controller (since 2020), formerly, Vice President and Corporate Accounting Director (2018-2020) of Nuveen, LLC; Managing Director and Controller (since 2021) of NIS/R&T, INC.; Vice President and Controller of NWQ Investment Management Company,
LLC, Santa Barbara Asset Management, LLC and Winslow Capital Management, LLC.
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Part C-7
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Name and Position with Nuveen Fund Advisors
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Other Business, Profession, Vocation or Employment During Past
Two Years
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Michael A. Perry, Executive Vice President
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|
Co-Chief Executive Officer (since April 2019), formerly, Executive Vice President (2017-2019); formerly, Managing Director (2015-2017) of Nuveen Securities; and Executive Vice President (since 2017) of Nuveen Alternative
Investments, LLC.
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Erik Mogavero, Managing Director and Chief Compliance Officer
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Formerly employed by Deutsche Bank (2013-2017) as Managing Director, Head of Asset Management and Wealth Management Compliance for the Americas region and Chief Compliance Officer of Deutsche Investment Management America.
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Nuveen Asset Management LLC (NAM) currently serves as sub-adviser to the Fund and as an investment
adviser or sub-adviser to certain other open-end and closed-end funds and as investment adviser to separately managed accounts. The address for NAM is 333 West Wacker Drive, Chicago, Illinois 60606. See Investment Adviser, Sub-Adviser and
Portfolio Manager in Part B of the Registration Statement.
Set forth below is a list of each director and officer of NAM,
indicating each business, profession, vocation or employment of a substantial nature in which such person has been, at any time during the past two fiscal years, engaged for his or her own account or in the capacity of director, officer, partner or
trustee.
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Name and Position with NAM
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Other Business Profession, Vocation or Employment During Past
Two Years
|
William T. Huffman, President
|
|
Executive Vice President (since 2020) of Nuveen Securities, LLC and Nuveen, LLC; President, Nuveen Investments, Inc. (since 2020), Teachers Advisors, LLC and TIAA-CREF Investment Management, LLC (since 2019); Senior Managing
Director (since 2019) of Nuveen Alternative Advisors LLC; Chairman (since 2019) of Churchill Asset Management LLC.
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Stuart J. Cohen, Managing Director and Head of Legal
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Managing Director and Assistant Secretary (since 2002) of Nuveen Securities, LLC; Managing Director (since 2007) and Assistant Secretary (since 2003) of Nuveen Fund Advisors, LLC; Vice President (since 2007) and Assistant Secretary
(since 2006) of Santa Barbara Asset Management, LLC; Vice President and Assistant Secretary (since 2008) of Winslow Capital Management, LLC.
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Travis M. Pauley, Managing Director and Chief Compliance Officer
|
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Regional Head of Compliance and Regulatory Legal (2013-2020) of AXA Investment Managers.
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Megan Sendlak, Managing Director and Controller
|
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Managing Director and Controller (since 2020) of Nuveen Alternatives Advisors LLC, Nuveen Investments, Inc., Nuveen Fund Advisors, LLC, Teachers Advisors, LLC and TIAA-CREF Investment Management, LLC; Managing Director and
Controller (since 2020), formerly, Vice President and Corporate Accounting Director (2018-2020) of Nuveen, LLC; Managing Director and Controller (since 2021) of NIS/R&T, INC.; Vice President and Controller of NWQ Investment Management Company,
LLC, Santa Barbara Asset Management, LLC and Winslow Capital Management, LLC.
|
Item 32: Location of Accounts and Records.
Nuveen Fund Advisors, LLC, 333 West Wacker Drive, Chicago, Illinois 60606, maintains the Funds Declaration of Trust, By-Laws, minutes of
trustee and shareholder meetings, and contracts of the Registrant and all advisory material of the investment adviser. Nuveen Asset Management, LLC, in its capacity as sub-adviser, may also hold certain accounts and records of the Fund.
Part C-8
Computershare Inc., 250 Royall Street, Canton, Massachusetts 02021 maintains all general and
subsidiary ledgers, journals, trial balances, records of all portfolio purchases and sales, and all other required records not maintained by Nuveen Fund Advisors or NAM.
Item 33: Management Services.
Not
applicable.
Item 34: Undertakings
1. Not applicable.
2. Not
applicable.
3. The Registrant undertakes:
(a) to file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:
(1) to include any prospectus required by Section 10(a)(3) of the Securities Act;
(2) to reflect in the prospectus any facts or events after the effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement; and
(3) to include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or
any material change to such information in the Registration Statement.
Provided, however, that paragraphs (a)(1), (a)(2), and (a)(3) of
this section do not apply if the registration statement is filed pursuant to General Instruction A.2 of Form N-2 and the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or
furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference into the registration statement, or is contained in a form of prospectus filed pursuant
to Rule 424(b) that is part of the registration statement.
(b) that, for the purpose of determining any liability under the Securities
Act, each post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof;
(c) to remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the
termination of the offering; and
(d) that, for the purpose of determining liability under the Securities Act to any purchaser:
(1) if the Registrant is relying on Rule 430B:
(A) Each prospectus filed by the Registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the
date the filed prospectus was deemed part of and included in the registration statement; and
Part C-9
(B) Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part
of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (x), or (xi) under the Securities Act for the purpose of providing the information required by Section 10 (a) of the Securities Act
shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the
prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the
registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or
prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time
of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such
effective date; or
(2) Not Applicable.
(e) that for the purpose of determining liability of the Registrant under the Securities Act to any purchaser in the initial distribution of
securities:
The undersigned Registrant undertakes that in a primary offering of securities of the undersigned Registrant pursuant to this
registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned Registrant will be a
seller to the purchaser and will be considered to offer or sell such securities to the purchaser:
(1) any preliminary prospectus or
prospectus of the undersigned Registrant relating to the offering required to be filed pursuant to Rule 424 under the Securities Act;
(2) free writing prospectus relating to the offering prepared by or on behalf of the undersigned Registrant or used or referred to by the
undersigned Registrant;
(3) the portion of any other free writing prospectus or advertisement pursuant to Rule 482 under the Securities
Act relating to the offering containing material information about the undersigned Registrant or its securities provided by or on behalf of the undersigned Registrant; and
(4) any other communication that is an offer in the offering made by the undersigned Registrant to the purchaser.
4. Not Applicable.
5. The
undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrants annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act that is incorporated
by reference into the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering
thereof.
6. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the
Part C-10
Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.
7. The Registrant undertakes to send by first class mail or other means designed to ensure equally prompt delivery, within two business days
of receipt of a written or oral request, any prospectus or Statement of Additional Information.
Part C-11
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the Investment Company Act of 1940, the Registrant has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in this City of Chicago, and State of Illinois, on the 3rd day of December, 2021.
|
NUVEEN AMT-FREE MUNICIPAL CREDIT INCOME FUND
|
|
/s/ MARK L. WINGET
|
Mark L. Winget,
|
Vice President and Secretary
|
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the
following persons in the capacities and on the date indicated.
|
|
|
|
|
Signature
|
|
Title
|
|
Date
|
|
|
|
/s/ E. SCOTT WICKERSHAM
E. Scott Wickersham
|
|
Vice President and Controller
(Principal Financial and Accounting
Officer)
|
|
December 3, 2021
|
|
|
|
/s/ DAVID J. LAMB
David J. Lamb
|
|
Chief Administrative Officer
(principal executive
officer)
|
|
December 3, 2021
|
|
|
|
Terence J. Toth*
|
|
Chairman of the Board and Trustee
|
|
|
|
|
|
Jack B. Evans*
|
|
Trustee
|
|
|
|
|
|
William C. Hunter*
|
|
Trustee
|
|
|
|
|
|
Albin F. Moschner*
|
|
Trustee
|
|
|
|
|
|
Amy B. R. Lancellotta*
|
|
Trustee
|
|
|
|
|
|
Joanne T. Medero*
|
|
Trustee
|
|
|
|
|
|
John K. Nelson*
|
|
Trustee
|
|
|
|
|
|
Judith M. Stockdale*
|
|
Trustee
|
|
|
|
|
|
Carole E. Stone*
|
|
Trustee
|
|
|
|
|
|
Matthew Thornton III*
|
|
Trustee
|
|
|
|
|
|
Margaret L. Wolff*
|
|
Trustee
|
|
|
|
|
|
Robert L. Young*
|
|
Trustee
|
|
|
|
|
|
|
|
By*:
|
|
/s/ MARK L. WINGET
|
|
|
Mark L. Winget
Attorney-in-Fact
|
|
|
December 3, 2021
|
*
|
The powers of attorney authorizing Mark L. Winget, among others, to execute this Registration Statement, and
Amendments thereto, for the Trustees of the Registrant on whose behalf this Registration Statement is filed, have been executed and are filed as Exhibit s.1.
|
EXHIBIT INDEX
|
|
|
Exhibit
|
|
Name
|
|
|
a.22
|
|
Amendment No. 1 to Statement Establishing and Fixing the Rights and Preferences of Series 5 Variable Rate Demand Preferred Shares.
|
|
|
a.23
|
|
Amendment No. 1 to Statement Establishing and Fixing the Rights and Preferences of Series 6 Variable Rate Demand Preferred Shares.
|
|
|
d.2
|
|
Form of Share Certificate for the Series C MuniFund Preferred Shares.
|
|
|
d.3
|
|
Statement Establishing and Fixing the Rights and Preferences of Series C MuniFund Preferred Shares effective December 3, 2021.
|
|
|
d.4
|
|
Supplement to the Statement Establishing and Fixing the Rights and Preferences of Series C MuniFund Preferred Shares Initially Designating the Variable Rate Remarketed Mode effective December 3, 2021.
|
|
|
h.1
|
|
Underwriting Agreement dated December 1, 2021 with respect to the Series C MuniFund Preferred Shares.
|
|
|
l.1
|
|
Opinion of Morgan, Lewis & Bockius LLP.
|
|
|
l.2
|
|
Opinion of Sidley Austin LLP.
|
|
|
s.2
|
|
Remarketing Agreement dated as of December 3, 2021 with respect to the Series C MuniFund Preferred Shares.
|
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