Filed by Aberdeen Municipal Income Fund
pursuant to Rule 425 under the Securities Act
of 1933
and deemed filed pursuant to Rule 14a-6
under the Securities Exchange Act of 1934
Subject Companies:
abrdn National Municipal Income Fund
File No.: 811-07410
Date: June 11, 2026
abrdn National Municipal Income Fund (VFL) Announces
Shareholder Approval Relating to Proposed Reorganization and Details about Its Reorganization into Aberdeen Municipal Income Fund (MFM)
(Philadelphia, June 10,
2026) –The abrdn National Municipal Income Fund (NYSE American: VFL) ("The Fund") announces that, at the Special
Meeting of Shareholders held today, its shareholders voted to approve the reorganization of VFL into the Aberdeen Municipal Income
Fund (NYSE: MFM) ("MFM").
As of the record date, December 11,
2025, VFL had 12,278,003 shares of common stock outstanding, of which 64.0% were voted at the Special Meeting, representing a quorum.
Shareholders of the Fund voted on the proposal set forth below:
Proposal:
Approve an Agreement and Plan of Reorganization between
the abrdn National Municipal Income Fund (NYSE American: VFL) and Aberdeen Municipal Income Fund (NYSE: MFM), formerly the MFS Municipal
Income Trust.
| Votes
For |
Votes
Against/Withheld |
Votes
Abstained |
| 6,152,391 |
1,092,996 |
612,714 |
Details of Closing
Subject to the satisfaction
of certain closing conditions, shareholders of the Fund as of the close of market on July 10, 2026, will receive newly issued common
shares of MFM with an aggregate net asset value equal to the net asset value of their Fund shares. Upon the opening of market trading
on Monday, July 13, 2026, such shareholders will be deemed shareholders of the Aberdeen Municipal Income Fund (MFM). Pricing and
transaction details will be announced in due course and will be made available on MFM’s website.
As previously described in
the proxy statement/prospectus dated January 29, 2026, ahead of the reorganization the Fund’s outstanding Muni-MultiMode
Preferred Shares, Series 2049, (“preferred shares”) are being liquidated in connection with the reorganization. The
Fund has filed with the Securities and Exchange Commission a notice of intention to redeem all of the preferred shares. The
preferred share redemption price will be the $100,000 liquidation preference per share, plus an additional amount representing the
final accumulated dividend amounts owed. The Fund expects to finance the preferred share redemptions with cash on hand and portfolio
sales.
The number of preferred shares for each series expected
to be redeemed are as follows and represents all
of the Fund’s outstanding preferred shares:
| Series |
Share Amount |
Preferred Share
CUSIP |
Anticipated
Redemption |
| 2 |
240 |
24610T702 |
June 16, 2026 |
| 3 |
750 |
24610T801 |
June 16, 2026 |
The preferred shares intended for redemption have not been
registered under the Securities Act of 1933 or any state securities laws, and, unless so registered, may not be offered or sold in the
United States except pursuant to an exemption from the registration requirements of the Securities Act of 1933 and applicable state securities
laws.
Important Information
Shares of closed-end funds are listed for trading on national
securities exchanges and are bought and sold in the secondary market. The market price of a fund’s shares is determined by supply
and demand and may be greater than (a "premium") or less than (a "discount") the fund’s net asset value (NAV).
A fund’s investment return and principal value will fluctuate, and investors may receive more or less than their original investment
upon the sale of shares. There is no assurance that a fund will achieve its investment objective. Past performance is not indicative of
future results.
The trading price of a closed-end fund’s shares may
be influenced by various factors, including market conditions, investor sentiment, and other external forces, and is not directly controlled
by the fund, its Board of Directors, or its investment adviser. As a result, shares may trade at a premium to or discount from NAV at
any given time. A premium to NAV may not be sustained, and a discount to NAV may increase or decrease over time. Investors should consider
these risks when purchasing or selling closed-end fund shares.
Shareholders whose fund shares trade at a premium to NAV
and who participate in the fund’s dividend reinvestment plan should be aware that distributions may be reinvested at prices above
NAV, which may adversely affect investment results.
About Aberdeen Investments
Aberdeen Investments Global is the trade name of Aberdeen's
investments business, herein referred to as “Aberdeen Investments” or “Aberdeen”. In the United States, Aberdeen
Investments refers to the following affiliated, registered investment advisers: abrdn Inc., abrdn Investments Limited, and abrdn Asia
Limited.
Aberdeen Investments is among the world’s
largest asset managers, with decades of experience overseeing closed-end funds dating back to the 1980s. Closed-end funds represent a
core component of Aberdeen Investments’ client franchise in both the U.S. and global markets. As of March 31, 2026, the firm
had approximately $506 billion in assets under management, and Aberdeen and its affiliates managed 27 closed-end funds – 15 available
in the U.S. and 12 outside the U.S. – totaling $25.6 billion in assets.
For More Information Contact:
Aberdeen Investments U.S. Closed-End Funds Investor Relations
1-800-522-5465
investor.relations@aberdeenplc.com
abrdn National Municipal Income Fund | Aberdeen