UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported):
July 7, 2023
ABRDN NATIONAL MUNICIPAL INCOME FUND
(Exact name of Registrant as specified in its
charter)
| Massachusetts |
|
811-07410 |
|
41-173716 |
(State
or other jurisdiction of incorporation
or organization) |
|
(Commission
File
Number) |
|
(I.R.S.
Employer
Identification No.) |
1900 Market Street, Suite 200
Philadelphia,
PA
(Address of Principal Executive Offices) |
|
19103
(Zip Code) |
(800) 522-5465
(Registrant’s telephone number, including
area code)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ¨
If
an emerging growth company, indicate by checkmark 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 13(a) of the Exchange Act. ¨
| Item
4.01 | Changes in Registrant’s Certifying Accountant. |
(a) Dismissal of independent registered
public accounting firm
On July 7, 2023, the Board of Trustees (the
“Board”) of abrdn National Municipal Income Fund (formerly, Delaware Investments National Municipal Income Fund) (the “Fund”)
approved the dismissal of PricewaterhouseCoopers LLP (“PwC”) as the independent registered public accounting firm for the
Fund. The Fund communicated the Board’s decision that PwC was dismissed on July 7, 2023. The Board’s decision to approve
the dismissal of PwC was recommended by the Audit Committee of the Board.
The reports of PwC on the Fund’s financial
statements as of and for the two most recent fiscal years ended March 31, 2023 and March 31, 2022 did not contain an adverse
opinion or a disclaimer of opinion, and were not qualified or modified as to uncertainties, audit scope or accounting principles.
During the Fund’s two most recent fiscal
years (ended March 31, 2023 and March 31, 2022) and the subsequent interim period through July 7, 2023, there were no
disagreements between the Fund and PwC on any matter of accounting principles or practices, financial disclosure or auditing scope or
procedure, which disagreements, if not resolved to the satisfaction of PwC, would have caused PwC to make reference to the subject matter
of the disagreements in its reports on the financial statements of the Fund for such years.
During the Fund’s two most recent fiscal
years (ended March 31, 2023 and March 31, 2022) and the subsequent interim period through July 7, 2023, there were no
“reportable events” (as defined in Item 304(a)(1)(v) of Regulation S-K under the Securities Exchange Act of 1934, as
amended (the “Exchange Act”)).
The Fund has provided PwC with a copy of the
foregoing disclosures and has requested that PwC furnish it with a letter addressed to the Securities and Exchange Commission stating
whether it agrees with the statements made by the Fund in this report on Form 8-K. A copy of PwC’s letter, dated July 13,
2023, is filed as Exhibit 16.1 to this report on Form 8-K.
(b) Engagement of new independent registered
public accounting firm
On
July 10, 2023, upon the recommendation of the Audit Committee of the Board, the Board approved a change in the Fund’s fiscal
year end and the engagement of KPMG LLP (“KPMG”) as the independent registered public accounting firm for the Fund for the
fiscal year ending September 30, 2023. During the Fund’s two most recent fiscal years (ended March 31, 2023 and March 31,
2022) and the subsequent interim period prior to the engagement of KPMG, neither the Fund, nor anyone on its behalf consulted with KPMG,
on behalf of the Fund, regarding (1) the application of accounting principles to a specified transaction (either completed or proposed)
or the type of audit opinion that might be rendered on the Fund’s financial statements, and neither a written report nor
oral advice was provided that KPMG concluded was an important factor considered by the Fund in reaching a decision as to the accounting,
auditing or financial reporting issue or (2) any matter that was either the subject of a “disagreement,” as defined
in Item 304(a)(1)(iv) of Regulation S-K under the Exchange Act and the instructions thereto, or a “reportable event,”
as defined in Item 304(a)(1)(v) of Regulation S-K under the Exchange Act.
| Item
9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
SIGNATURE
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
| |
abrdn National Municipal Income
Fund |
| |
|
| Date: July 13, 2023 |
/s/ Katherine
Corey |
| |
Name: Katherine Corey |
| |
Title: Vice President |
EXHIBIT INDEX
Exhibit 16.1
July 13, 2023
Securities and Exchange Commission
100 F Street, N.E.
Washington, DC 20549
Commissioners:
We have read the statements made by abrdn National Municipal Income
Fund (formerly, Delaware Investments National Municipal Income Fund) (copy attached), which we understand will be filed with the Securities
and Exchange Commission, pursuant to Item 4.01 of Form 8-K of abrdn National Municipal Income Fund
dated July 13, 2023. We agree with the statements concerning our Firm contained therein.
Very truly yours,
/s/ PricewaterhouseCoopers LLP
Philadelphia, PA
Item
4.01 Changes
in Registrant’s Certifying Accountant.
(a) Dismissal of independent registered
public accounting firm
On July 7, 2023, the Board of Trustees (the
“Board”) of abrdn National Municipal Income Fund (formerly, Delaware Investments National Municipal Income Fund) (the “Fund”)
approved the dismissal of PricewaterhouseCoopers LLP (“PwC”) as the independent registered public accounting firm for the
Fund. The Fund communicated the Board’s decision that PwC was dismissed on July 7, 2023. The Board’s decision to approve
the dismissal of PwC was recommended by the Audit Committee of the Board.
The reports of PwC on the Fund’s financial
statements as of and for the two most recent fiscal years ended March 31, 2023 and March 31, 2022 did not contain an adverse
opinion or a disclaimer of opinion, and were not qualified or modified as to uncertainties, audit scope or accounting principles.
During the Fund’s two most recent fiscal
years (ended March 31, 2023 and March 31, 2022) and the subsequent interim period through July 7, 2023, there were no disagreements
between the Fund and PwC on any matter of accounting principles or practices, financial disclosure or auditing scope or procedure, which
disagreements, if not resolved to the satisfaction of PwC, would have caused PwC to make reference to the subject matter of the disagreements
in its reports on the financial statements of the Fund for such years.
During the Fund’s two most recent fiscal
years (ended March 31, 2023 and March 31, 2022) and the subsequent interim period through July 7, 2023, there were no “reportable
events” (as defined in Item 304(a)(1)(v) of Regulation S-K under the Securities Exchange Act of 1934, as amended (the “Exchange
Act”)).
The Fund has provided PwC with a copy of the foregoing
disclosures and has requested that PwC furnish it with a letter addressed to the Securities and Exchange Commission stating whether it
agrees with the statements made by the Fund in this report on Form 8-K. A copy of PwC’s letter, dated July 13, 2023, is
filed as Exhibit 16.1 to this report on Form 8-K.
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