VFL abrdn National Municipal Income Fund

Item G.1.b.iii - New or amended investment advisory contracts

INVESTMENT MANAGEMENT AGREEMENT

AGREEMENT, made by and between ABRDN NATIONAL MUNICIPAL INCOME FUND, a Massachusetts Business Trust (the “Company”), and ABRDN INC., a Delaware corporation registered under the Investment Advisers Act of 1940, as amended (the “Investment Manager” and, collectively with its affiliates, “abrdn”).

W I T N E S S E T H:

WHEREAS, the Company has been organized and operates as an investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”);

WHEREAS, the Company engages in the business of investing and reinvesting its assets in securities;

WHEREAS, the Investment Manager is registered under the Investment Advisers Act of 1940, as amended (the “Advisers Act”), as an investment adviser and engages in the business of providing investment management services; and

WHEREAS, the Company and the Investment Manager desire to enter into this Agreement so that the Investment Manager may provide investment management services to the Company.

NOW, THEREFORE, in consideration of the mutual covenants herein contained, and each of the parties hereto intending to be legally bound, it is agreed as follows:

1.                  The Company hereby employs the Investment Manager to manage the investment and reinvestment of the Company’s assets and to administer the Company’s affairs, subject to the direction of the Company’s Board of Trustees and officers for the period and on the terms hereinafter set forth.  The Investment Manager hereby accepts such employment and agrees during such period to render the services and assume the obligations herein set forth for the compensation herein provided.  The Investment Manager shall for all purposes herein be deemed to be an independent contractor, and shall, unless otherwise expressly provided and authorized, have no authority to act for or represent the Company in any way, or in any way be deemed an agent of the Company.  The Investment Manager shall regularly make decisions as to what securities and other instruments to purchase and sell on behalf of the Company and shall effect the purchase and sale of such investments in furtherance of the Company’s investment objectives and policies and shall furnish the Board of Trustees of the Company with such information and reports regarding the Company’s investments as the Investment Manager deems appropriate or as the Trustees of the Company may reasonably request.  Such decisions and services shall include exercising discretion regarding any voting rights, rights to consent to corporate actions and any other rights pertaining to the Company’s investment securities.

2.                  The Company shall conduct its own business and affairs and shall bear the expenses and salaries necessary and incidental thereto, including, but not in limitation of the foregoing, the costs incurred in: the maintenance of its corporate existence; the maintenance of its own books, records and procedures; dealing with its own shareholders; the payment of dividends; transfer of shares, including issuance, redemption and repurchase of shares; preparation of share certificates; reports and notices to shareholders; calling and holding of shareholders’ and Trustees’ meetings; miscellaneous office expenses; brokerage commissions; custodian fees; legal, auditing, fund accounting and financial administration fees; taxes; federal and state registration fees; and other costs and expenses approved by the Board of Trustees.  Trustees, officers and employees of the Investment Manager may be directors, trustees, officers and employees of any of the investment companies within the abrdn family of funds (including the Company).  Trustees, officers and employees of the Investment Manager who are directors, trustees, officers and/or employees of these investment companies shall not receive any compensation from such companies for acting in such dual capacity.

In the conduct of the respective businesses of the parties hereto and in the performance of this Agreement, the Company and Investment Manager may share facilities common to each, which may include legal and accounting personnel, with appropriate proration of expenses between them.

3.                  (a)        Subject to the primary objective of obtaining the best execution, the Investment Manager may place orders for the purchase and sale of portfolio securities and other instruments with such broker/dealers selected by the Investment Manager who provide statistical, factual and financial information and services to the Company, to the Investment Manager, to any sub-adviser (as defined in Paragraph 5 hereof, a “Sub-Adviser”) or to any other fund or account for which the Investment Manager or any Sub-Adviser provides investment advisory services and/or with broker/dealers who sell shares of the Company or who sell shares of any other investment company (or series thereof) for which the Investment Manager or any Sub-Adviser provides investment advisory services.  Broker/dealers who sell shares of any investment companies or series thereof for which the Investment Manager or Sub-Adviser provides investment advisory services shall only receive orders for the purchase or sale of portfolio securities to the extent that the placing of such orders is in compliance with the rules of the Securities and Exchange Commission (the “SEC”) and Financial Industry Regulatory Authority, Inc. (“FINRA”) and does not take into account such broker/dealer’s promotion or sale of such shares.

(b)               Notwithstanding the provisions of subparagraph (a) above and subject to such policies and procedures as may be adopted by the Board of Trustees and officers of the Company, the Investment Manager may cause the Company to pay a member of an exchange, broker or dealer an amount of commission for effecting a securities transaction in excess of the amount of commission another member of an exchange, broker or dealer would have charged for effecting that transaction, in such instances where the Investment Manager has determined in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such member, broker or dealer, viewed in terms of either that particular transaction or the Investment Manager’s overall responsibilities with respect to the Company and to other investment companies (or series thereof) and other advisory accounts for which the Investment Manager exercises investment discretion.

4.                  As compensation for the investment services to be rendered to the Company by the Investment Manager under the provisions of this Agreement, the Company shall pay monthly to the Investment Manager exclusively from the Company’s assets, a fee at an annual rate of 0.40% of the average daily “Managed Assets” of the Company during the month.   “Managed Assets” are the total assets of the Fund (including any assets attributable to money borrowed for investment purposes, including proceeds from (and assets subject to) reverse repurchase agreements, any credit facility and any issuance of preferred shares or notes) minus the sum of the Fund’s accrued liabilities (other than Fund liabilities incurred for the purpose of leverage).

If this Agreement is terminated prior to the end of any calendar month, the management fee for the Company shall be prorated for the portion of any month in which this Agreement is in effect according to the proportion which the number of calendar days during which the Agreement is in effect bears to the number of calendar days in the month, and shall be payable within 10 calendar days after the date of termination.

5.                  The Investment Manager may, at its expense, select and contract with one or more investment advisers registered under the Advisers Act (“Sub-Advisers”) to perform some or all of the services for the Company for which it is responsible under this Agreement.  The Investment Manager will compensate any Sub-Adviser for its services to the Company.  The Investment Manager may terminate the services of any Sub-Adviser at any time in its sole discretion, and shall at such time assume the responsibilities of such Sub-Adviser unless and until a successor Sub-Adviser is selected and the requisite approval of the Company’s shareholders, if any is required, is obtained.  The Investment Manager will continue to have responsibility for all advisory services furnished by any Sub-Adviser.

6.                  The services to be rendered by the Investment Manager to the Company under the provisions of this Agreement are not to be deemed to be exclusive.  The Investment Manager, its trustees, officers, employees, agents and shareholders may engage in other businesses, may render investment advisory services to other investment companies, or to any other corporation, association, firm or individual, and may render underwriting services to the Company or to any other investment company, corporation, association, firm or individual, so long as the Investment Manager’s other activities do not impair its ability to render the services provided for in this Agreement.

7.                  It is understood and agreed that so long as the Investment Manager and/or its advisory affiliates shall continue to serve as the investment adviser to the Company, other investment companies as may be sponsored or advised by the Investment Manager or its affiliates may have the right permanently to adopt and to use the words “abrdn,” or “abrdn Inc.” in their names and in the names of any series or class of shares of such funds.

8.                  In the absence of willful misfeasance, bad faith, gross negligence, or a reckless disregard of the performance of its duties as the Investment Manager to the Company, the Investment Manager shall not be subject to liability to the Company or to any shareholder of the Company for any action or omission in the course of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale of any security, or otherwise.

9.                  (a)        This Agreement shall be executed and become effective as of the date written below, only if approved by the vote of a majority of the outstanding voting securities of the Company.  It shall continue in effect for an initial period of two years and may be renewed thereafter only so long as such renewal and continuance is specifically approved at least annually by the Board of Trustees or by the vote of a majority of the outstanding voting securities of the Company and only if the terms and the renewal hereof have been approved by the vote of a majority of the Trustees of the Company who are not parties hereto or interested persons of any such party (“Independent Trustees”), cast in person at a meeting called for the purpose of voting on such approval.

(a)               This Agreement (and Exhibit A hereto) may be amended without the approval of majority of the outstanding voting securities of the Company if the amendment relates solely to a management fee reduction or other change that is permitted or not prohibited under the then current federal law, rule, regulation or SEC staff interpretation thereof to be made without shareholder approval. This Agreement may be amended from time to time pursuant to a written agreement executed by the Company and the Investment Manager.

(b)               This Agreement may be terminated by the Company at any time, without the payment of a penalty, on sixty days’ written notice to the Investment Manager of the Company’s intention to do so, pursuant to action by the Board of Trustees of the Company or pursuant to the vote of a majority of the outstanding voting securities of the Company.  The Investment Manager may terminate this Agreement at any time, without the payment of a penalty, on sixty days’ written notice to the Company of its intention to do so. Upon termination of this Agreement, the obligations of all the parties hereunder shall cease and terminate as of the date of such termination, except for any obligation to respond for a breach of this Agreement committed prior to such termination, and except for the obligation of the Company to pay to the Investment Manager the fee provided in Paragraph 4 hereof, prorated to the date of termination. This Agreement shall automatically terminate in the event of its assignment.

10.              This Agreement shall extend to and bind the administrators, successors and permitted assigns of the parties hereto.

11.              For the purposes of this Agreement, (i) the terms “vote of a majority of the outstanding voting securities”; “interested persons”; and “assignment” shall have the meaning ascribed to them in the 1940 Act; and (ii) references to the SEC and FINRA shall be deemed to include any successor regulators.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be signed by their duly authorized officers after market close on the 7^th day of July, 2023.

ABRDN NATIONAL MUNICIPAL INCOME FUND

By       /s/ Katherine Corey                

Name   Katherine Corey

Title     Vice President

ABRDN INC.

By       /s/ Alan Goodson                   

Name   Alan Goodson

Title     Director and Vice President

Report of Independent Registered Public Accounting Firm

To the Shareholders and Board of Trustees
abrdn National Municipal Income Fund:

In planning and performing our audit of the financial statements of abrdn National Municipal Income Fund (formerly, Delaware Investments National Municipal Income Fund) (the Fund) as of and for the period ended September 30, 2023, in accordance with the standards of the Public Company Accounting Oversight Board (United States), we considered the Fund's internal control over financial reporting, including controls over safeguarding securities, as a basis for designing our auditing procedures for the purpose of expressing our opinion on the financial statements and to comply with the requirements of Form N-CEN, but not for the purpose of expressing an opinion on the effectiveness of the Fund's internal control over financial reporting. Accordingly, we express no such opinion.

Management of the Fund is responsible for establishing and maintaining effective internal control over financial reporting. In fulfilling this responsibility, estimates and judgments by management are required to assess the expected benefits and related costs of controls. A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

A deficiency in internal control over financial reporting exists when the design or operation of a control does not allow management or employees, in the normal course of performing their assigned functions, to prevent or detect misstatements on a timely basis. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis.

Our consideration of the Fund's internal control over financial reporting was for the limited purpose described in the first paragraph and would not necessarily disclose all deficiencies in internal control that might be material weaknesses under standards established by the Public Company Accounting Oversight Board (United States). However, we noted no deficiencies in the Fund's internal control over financial reporting and its operation, including controls over safeguarding securities, that we consider to be a material weakness as defined above as of September 30, 2023.

This report is intended solely for the information and use of the management and the Board of Trustees of abrdn National Municipal Income Fund (formerly, Delaware Investments National Municipal Income Fund) and the Securities and Exchange Commission and is not intended to be and should not be used by anyone other than these specified parties.

Philadelphia, Pennsylvania
November 29, 2023

Item G.1.b.i - Material amendments to organizational documents

DELAWARE INVESTMENTS NATIONAL MUNICIPAL INCOME FUND

AMENDMENT NO. 3 TO

RESTATED AND AMENDED DECLARATION OF TRUST

DATED FEBRUARY 14, 1993

The undersigned, Secretary of Delaware Investments National Municipal Income Fund (the “Trust”), does hereby certify that the Trust’s Board of Trustees adopted the resolutions attached hereto as Exhibit A (the “Resolutions”) on May 25, 2023 for the purpose of (i) changing the name of the Trust to “abrdn National Municipal Income Fund” and (ii) changing the Trust’s principal place of business, and that said Resolutions continue in full force and effect as of the date hereof. 

Pursuant to the authorization described above, the Trust’s Restated and Amended Declaration of Trust is amended in the following respects, such amendment to become effective at close of business on July 7, 2023:

1.       Article I, Section 1 of the Restated and Amended Declaration of Trust is amended to change the name of the Trust from “Delaware Investments National Municipal Income Fund” to “abrdn National Municipal Income Fund,” and all other appropriate references in the Restated and Amended Declaration of Trust are amended to reflect the fact that the name of the Trust is “abrdn National Municipal Income Fund.”

2.       Article III of the Restated and Amended Declaration of Trust is amended to read as follows:

“The name of the registered agent of the Trust is Corporation Service Company at 84 State Street, Boston, Massachusetts 02109.  The principal place of business of the Trust is 1900 Market Street, Suite 200, Philadelphia PA 19103. The Trust may have other principal offices within or without Massachusetts as the Trustees may determine or as they may authorize.”

WITNESS my hand this 1^st day of June, 2023.

/s/ David F. Connor             

David F. Connor

Secretary

EXHIBIT A

Approval of Name Change and Address Change of Delaware Investments National Municipal Income Fund

Name Change

WHEREAS, in connection with the anticipated change in the investment adviser of the Delaware Investments National Municipal Income Fund (the “Trust” or the “Fund”) from Delaware Management Company, a series of Macquarie Investment Management Business Trust, to abrdn Inc. (the “Adviser Change”), it is being recommended that the Fund’s Board of Trustees approve a change in the name of the Fund;

NOW, THEREFORE, IT IS

RESOLVED, that the name of the Fund that currently is "Delaware Investments National Municipal Income Fund" shall be redesignated as and changed to "abrdn National Municipal Income Fund" effective upon the Adviser Change as of the close of business on or about June 9, 2023, or such later date and time as the officers of the Trust shall determine; and it is further

Address Change

RESOLVED, that in connection with the Adviser Change, the principal place of business of the Trust be updated to 1900 Market Street, Suite 200, Philadelphia PA 19103 effective upon the Adviser Change as of the close of business on or about June 9, 2023, or such later date and time as the officers of the Trust shall determine; and it is further

RESOLVED, that in connection with the Adviser Change, the location of the Trust’s principal office in Massachusetts be changed to 28 State St., 17th Floor, Boston, Massachusetts 02109, effective upon the Adviser Change as of the close of business on or about June 9, 2023, or such later date and time as the officers of the Trust shall determine; and it is further

Amendment of Restated and Amended Declaration of Trust

RESOLVED, that in connection with the Adviser Change, the proposed Amendment No. 3 to the Fund’s Restated and Amended Declaration of Trust dated February 14, 1993, attached hereto as Exhibit B, be, and it hereby is, approved, effective upon the Adviser Change as of the close of business on or about June 9, 2023 or such later date and time as the officers of the Fund shall determine.

General Powers

RESOLVED, that the officers of the Fund be, and they hereby are, and each hereby is, authorized and directed to execute and deliver any and all documents and take any and all other action as may be necessary or appropriate in order to effectuate the foregoing resolutions, including, but not limited to, the amendment of the Fund’s Restated and Amended Declaration of Trust or any other agreements or other documents necessary to effectuate the change in the name and address of the Fund, and the filing of such other documents as may be necessary with the U.S. Securities and Exchange Commission, state regulators, or self-regulatory organizations or other appropriate authorities, and that the execution by such officers of any such paper or document or the doing by them of any act in connection with the foregoing matters shall conclusively establish their authority therefore from the Trust and the approval and ratification by the Trust of the papers and documents so executed and the action so taken.