AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 14, 2022
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE TO
ISSUER TENDER OFFER STATEMENT
UNDER SECTION 13(e)(1) OF THE
SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)
DELAWARE INVESTMENTS NATIONAL MUNICIPAL INCOME FUND
(Name of Subject Company)
DELAWARE INVESTMENTS NATIONAL MUNICIPAL INCOME FUND
(Name of Filing Person (Issuer))
COMMON SHARES, $0.01 PAR VALUE
(Title of Class of Securities)
24610T108
(CUSIP Number of Class of Securities)
David F. Connor, Esq., Secretary
Delaware Investments National Municipal Income Fund
100 Independence, 610 Market Street
Philadelphia, Pennsylvania 19106-2354
800-523-1918
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications on Behalf of Filing Person)
CALCULATION OF FILING FEE
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TRANSACTION VALUATION $113,166,148 6(a)
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AMOUNT OF FILING FEE: $12,470.91(b)
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(a) Pursuant to Rule 0‑11(b)(1) under the Securities Exchange Act of 1934, as amended, the transaction value was calculated by multiplying 10,478,347 Common Shares of Delaware Investments National Municipal Income Fund by $10.80, 99% of the, the
Net Asset Value per share of $10.91 as of the close of ordinary trading on the New York Stock Exchange on November 8, 2022.
(b) Calculated as $110.20 per $1,000,000 of the Transaction Valuation.
/X/ Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and
the date of its filing.
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Amount Previously Paid:
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$12,470.91
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Form or Registration No.:
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Schedule TO
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Filing Party:
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Delaware Investments National Municipal Income Fund
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Date Filed:
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November 14, 2022
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Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
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Check the appropriate boxes below to designate any transactions to which the statement relates:
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third-party tender offer subject to Rule 14d-1.
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/X/
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issuer tender offer subject to Rule 13e-4.
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going-private transaction subject to Rule 13e-3.
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amendment to Schedule 13D under Rule 13d-2.
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Check the following box if the filing is a final amendment reporting the results of the tender offer:
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EXPLANATORY NOTE
This Amendment No. 1 to the Issuer Tender Offer Statement on Schedule TO filed with the U.S. Securities and Exchange Commission on November 14, 2022, by Delaware Investments National Municipal Income Fund, a
Massachusetts business trust (the “Fund”), relating to an offer to purchase for cash up to 10,478,347 shares of its issued and outstanding common shares, $0.01 par value, amends such Issuer Tender Offer Statement on Schedule TO to add an additional
exhibit in accordance with Rule 13e-4(c)(1) promulgated under the Securities Exchange Act of 1934, as amended.
ITEM 12. EXHIBITS
(a)(5)(ii) Press Release dated November 14, 2022
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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DELAWARE INVESTMENTS NATIONAL MUNICIPAL INCOME FUND
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/s/ Richard Salus
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Richard Salus
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Senior Vice President and Chief Financial Officer
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November 14, 2022