Aberdeen to acquire MFS closed-end fund management for VFL (NYSE: VFL)

Rhea-AI Filing Summary

MFS Municipal Income Trust and abrdn National Municipal Income Fund are part of a planned transfer of closed-end fund management to Aberdeen Investments. Aberdeen has agreed with MFS to acquire the management of closed-end fund assets totalling £1.5bn through a series of mergers and reorganisations. Nine MFS funds and one existing Aberdeen fund are expected to be consolidated into two larger closed-end funds, which are intended to benefit from greater scale and liquidity.

The transaction is described as income accretive from year one and remains subject to approval by the shareholders of the respective funds. Aberdeen highlights this deal as its 10th US closed-end fund acquisition since 2000 and notes that it currently manages about £21.4bn in closed-end funds and roughly £382bn in total client assets as of 30 September 2025. The combined funds will be managed by Aberdeen’s Global Head of Fixed Income, with one multi-sector fund investing across bonds, including private credit, for income and risk-adjusted returns.

Insights

Closed-end fund and asset management analyst

Aberdeen agrees to take over £1.5bn of MFS closed-end fund mandates via mergers.

Aberdeen Investments has agreed to acquire the management of closed-end fund assets totalling £1.5bn from MFS. The structure involves mergers and reorganisations of nine MFS funds with one existing Aberdeen fund, consolidating them into two larger closed-end vehicles. The manager of the resulting funds will be Aberdeen’s Global Head of Fixed Income, with one fund positioned as a multi-sector bond strategy including private credit.

The transaction is described as income accretive from year one, indicating that Aberdeen expects fee income to exceed any associated costs on a near-term basis. The deal is subject to approval by shareholders of the affected funds, so completion depends on those votes. Aberdeen notes this will be its 10th US closed-end fund acquisition since 2000 and that it currently manages about £21.4bn in closed-end funds out of approximately £382bn in total assets as of 30 September 2025, reinforcing its role as a large global player in this niche.

For investors in the involved funds, the change primarily affects who manages the portfolios and the eventual fund line-up, moving to two larger funds with a focus on fixed income and private credit. Actual outcomes for fees, discounts and performance will depend on how the merged funds are structured and managed after shareholder approvals and implementation.

Filed by MFS Municipal Income Trust
pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12
under the Securities Exchange Act of 1934
Subject Companies:

abrdn National Municipal Income Fund 
File No.: 811-07410

Date: December 12, 2025

Press Release

12 December 2025

Aberdeen enters into agreement with MFS to acquire management of Closed End Funds with assets totalling £1.5bn

Aberdeen Investments (‘Aberdeen’) has reached agreement with MFS to acquire the management of closed end fund (CEF) assets totalling £1.5bn, further cementing Aberdeen’s position as the fifth largest asset manager of CEFs globally.

Through a series of mergers and reorganisations, nine MFS funds, in addition to one existing Aberdeen closed end fund, will be consolidated resulting in two active closed end funds. Both combined funds will benefit from significant scale, creating a springboard for potential future growth:

- four MFS municipal bond CEFs and one Aberdeen Municipal bond CEF will be consolidated to create a c.$1bn AUM municipal bond fund

- five MFS taxable fixed income funds will be merged to create a c.$1.4bn AUM multi-sector fixed income CEF (including private credit)

As one of the largest managers of CEFs in the world, Aberdeen is well placed to support consolidation in the sector, helping to deliver larger funds that benefit from economies of scale and offer greater liquidity for investors. No staff or corporate entities will transfer as part of the transaction, and the acquisition is income accretive from year one. The deal remains subject to approval by the shareholders of the respective funds.

Jason Windsor, Aberdeen Group CEO, says:

Issued by a member of the Aberdeen Group, which comprises Aberdeen Group plc and its subsidiaries. Aberdeen Group plc is registered in Scotland (SC286832) at 1 George Street, Edinburgh EH2 2LL.

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Filed by MFS Municipal Income Trust
pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12
under the Securities Exchange Act of 1934
Subject Companies:

abrdn National Municipal Income Fund 
File No.: 811-07410

Date: December 12, 2025

Press Release

“We are delighted to add further scale to our US closed end fund platform, with this highly synergistic acquisition.  As we implement our strategy to become the UK’s leading Wealth and Investment group we will continue to invest in areas of strength where we see significant room for growth.”

Christian Pittard, Head of Closed End Funds, and Managing Director, Corporate Finance, Aberdeen Investments, adds:

“This is an exciting opportunity to bring our institutional skills and leadership in fixed income and private credit to US retail investors through a liquid, closed end fund structure. The enlarged funds will come with real scale and will focus on areas of deep expertise for Aberdeen where we see clear potential for further growth. MFS pioneered US mutual funds back in 1924, and we are proud they have chosen Aberdeen for this agreement.”

Both funds will be managed by Aberdeen’s Global Head of Fixed Income, Jonathan Mondillo. The multi-sector fund will mark Aberdeen’s first foray in the US into this part of the market, investing in a variety of bonds from different sectors, including private credit, to provide a high level of income and risk adjusted returns.

A driving force in the UK and US closed end fund sector

• This will be Aberdeen’s 10^th US CEF acquisition since 2000. 
• Last year, we invested the equivalent of around six months of management fees in the shares of our UK listed investment companies. In 2024, we also successfully executed one of the largest mergers ever in the sector with BBOX and UKCM.

Issued by a member of the Aberdeen Group, which comprises Aberdeen Group plc and its subsidiaries. Aberdeen Group plc is registered in Scotland (SC286832) at 1 George Street, Edinburgh EH2 2LL.

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Filed by MFS Municipal Income Trust
pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12
under the Securities Exchange Act of 1934
Subject Companies:

abrdn National Municipal Income Fund 
File No.: 811-07410

Date: December 12, 2025

Press Release

• Aberdeen was the first asset manager to unveil a suggested industry blueprint for solving the cost disclosure issues that have been plaguing investment companies, publishing a new ‘Statement of Operating Expenses’ (SOE) template.
• Aberdeen currently manages c.£21.4bn in closed end funds, making it the fifth largest manager of closed end funds globally. (Data from Morningstar as of 12/11/25. Excludes this transaction).

Ends

Media enquiries

Jemma Jackson

Head of Campaigns and Media, Aberdeen

jemma.jackson@aberdeenplc.com

07776 204 610

Notes to editors:

About Aberdeen Investments:

Aberdeen Investments is a global specialist asset manager that focuses on areas where we have both strength and scale across public and private markets, including credit, specialist equities and real assets.

Issued by a member of the Aberdeen Group, which comprises Aberdeen Group plc and its subsidiaries. Aberdeen Group plc is registered in Scotland (SC286832) at 1 George Street, Edinburgh EH2 2LL.

.

Filed by MFS Municipal Income Trust
pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12
under the Securities Exchange Act of 1934
Subject Companies:

abrdn National Municipal Income Fund 
File No.: 811-07410

Date: December 12, 2025

Press Release

Our teams collaborate across regions, asset classes and specialisms, connecting diverse perspectives and working with clients to identify investment opportunities that suit their needs.

As at 30 September 2025, Aberdeen Investments managed c.£382bn on behalf of clients, including insurance companies, sovereign wealth funds, independent wealth managers, pension funds, platforms, banks and family offices.

www.aberdeeninvestments.com

About Aberdeen Group

Aberdeen is a leading Wealth & Investments group, working to help millions of customers and clients turn their financial goals into reality. As at 30 September 2025, Aberdeen managed and administered c.£542bn of client and customer assets across its three core businesses; interactive investor, Adviser and Investments.

www.aberdeenplc.com

Issued by a member of the Aberdeen Group, which comprises Aberdeen Group plc and its subsidiaries. Aberdeen Group plc is registered in Scotland (SC286832) at 1 George Street, Edinburgh EH2 2LL.

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FAQ

What transaction involving MFS Municipal Income Trust and abrdn National Municipal Income Fund (VFL) is described?

Aberdeen Investments has agreed with MFS to acquire the management of closed-end fund assets totalling £1.5bn, with nine MFS funds and one Aberdeen fund to be consolidated into two larger closed-end funds, subject to shareholder approval.

How many funds are being consolidated and into how many funds as part of the Aberdeen and MFS deal for VFL-related funds?

The agreement involves mergers and reorganisations of nine MFS closed-end funds plus one existing Aberdeen closed-end fund, which are expected to be consolidated into two active closed-end funds.

Is the Aberdeen acquisition of MFS closed-end fund mandates expected to be accretive?

Yes. Aberdeen states that the acquisition of the MFS closed-end fund mandates is income accretive from year one, meaning it is expected to add to Aberdeen’s income immediately after completion.

What approvals are required for the Aberdeen and MFS closed-end fund management transaction affecting VFL?

The transaction remains subject to approval by the shareholders of the respective funds, so it can proceed only if those shareholders vote in favour.

Who will manage the combined closed-end funds after Aberdeen acquires the MFS mandates?

Both of the resulting closed-end funds will be managed by Aberdeen’s Global Head of Fixed Income, Jonathan Mondillo.

What investment focus will the new multi-sector closed-end fund have under Aberdeen?

The multi-sector fund will invest in a variety of bonds from different sectors, including private credit, aiming to provide a high level of income and risk-adjusted returns.

How large is Aberdeen’s closed-end fund business referenced in this filing?

Aberdeen reports managing about £21.4bn in closed-end funds, making it the fifth largest manager of closed-end funds globally, and around £382bn in total client assets as of 30 September 2025.