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SCHEDULE 13D/A 0001654954-22-016893 0001344146 XXXXXXXX LIVE 3 MUNI-MULTIMODE PREFERRED SHARES 04/18/2025 false 0000895574 24610T603 abrdn National Municipal Income Fund 1900 Market Street Suite 200 Philadelphia PA 19103 Toronto-Dominion Investments, (212) 827-7488 1 Vanderbilt Avenue New York NY 10017 0001344146 N TORONTO DOMINION INVESTMENTS, INC. b WC N DE 0.00 990.00 0.00 990.00 990.00 N 100 CO 0000744464 N TORONTO DOMINION HOLDINGS (U.S.A.), INC. b WC N DE 0.00 990.00 0.00 990.00 990.00 N 100 CO 0001710914 N TD GROUP US HOLDINGS LLC b WC N DE 0.00 990.00 0.00 990.00 990.00 N 100 OO 0000947263 N THE TORONTO-DOMINION BANK b WC N DE 0.00 990.00 0.00 990.00 990.00 N 100 BK MUNI-MULTIMODE PREFERRED SHARES abrdn National Municipal Income Fund 1900 Market Street Suite 200 Philadelphia PA 19103 This Amendment No. 3 (this "Amendment") amends, as set forth below, the statement on Schedule 13D, dated May 3, 2019 and filed with the SEC on May 6, 2019 (the "Original Schedule 13D"), as amended by Amendment No. 1 dated February 11, 2022 and filed with the SEC on August 22, 2022 ("Amendment No. 1"), as further amended by Amendment No. 2 dated December 20, 2022 and filed with the SEC on December 22, 2022 ("Amendment No. 2"), for Toronto Dominion Investments, Inc. ("TDI"), Toronto Dominion Holdings (U.S.A.), Inc. ("TDH"), TD Group US Holdings LLC ("TD GUS"), and The Toronto-Dominion Bank ("TD Bank") (collectively, the "Reporting Persons") with respect to Series 2049 (CUSIP No. 24610T603), Series 2049-2 (CUSIP No. 24610T702), and Series 2049-3 (CUSIP No. 24610T801) Muni-MultiMode Preferred Shares ("MMP Shares") of abrdn National Municipal Income Fund (f/k/a DELAWARE INVESTMENTS NATIONAL MUNICIPAL INCOME FUND) (the "Issuer"). The Series 2049 MMP Shares (CUSIP No. 24610T603) were redeemed in 2022 as reported in Amendment No. 2 to the Schedule 13D. The remaining Series 2049-2 (CUSIP No. 24610T702) and Series 2049-3 (CUSIP No. 24610T801) MMP Shares are covered by this filing. This Amendment is being filed in relation to the Consent and Waiver in Connection with the Statement Establishing And Fixing The Rights And Preferences concerning Series 2049-2 (CUSIP No. 24610T702) and Consent and Waiver in Connection with the Statement Establishing And Fixing The Rights And Preferences concerning Series 2049-3 (CUSIP No. 24610T801) MMP Shares, dated April 16, 2025, entered into pursuant to the terms of the governing documents of the MMP Shares of the Issuer (the "Waivers"). Item 2 of the Original Schedule 13D is hereby amended by deleting Schedule I and Schedule II referenced therein and replacing them with Schedule I and Schedule II included with this Amendment. Item 6 of the Original Schedule 13D is hereby amended by adding the following at the end thereof: "The Waivers, dated as of April 16, 2025, have been entered into between the Issuer and TDI to waive certain of the Issuer's obligations with respect to the Asset Coverage level and Effective Leverage Ratio as defined in the Issuer's Statements Establishing And Fixing The Rights And Preferences Of Series 2049-2 and Series 2049-3 Muni-MultiMode Preferred Shares for the period beginning on and including April 16, 2025 and continuing to and including July 15, 2025. Item 7 of the Original Schedule 13D is hereby amended by deleting Exhibit 99.1, Exhibit 99.2, and Exhibit 99.3 thereto and the insertion of the following exhibits: "Exhibit Description of Exhibit 99.1 Joint Filing Agreement 99.2 Certificate for TD 99.3 Secretary's Certificate for TD GUS 99.6 Consent and Waiver in Connection with the Statement Establishing And Fixing The Rights And Preferences of Series 2049-2 Muni-MultiMode Preferred Shares, dated April 16, 2025 99.7 Consent and Waiver in Connection with the Statement Establishing And Fixing The Rights And Preferences of Series 2049-3 Muni-MultiMode Preferred Shares, dated April 16, 2025 TORONTO DOMINION INVESTMENTS, INC. /s/ Christina Petrou Christina Petrou/Vice President & Chief Operating Officer 04/18/2025 TORONTO DOMINION HOLDINGS (U.S.A.), INC. /s/ Christina Petrou Christina Petrou/Vice President & Chief Operating Officer 04/18/2025 TD GROUP US HOLDINGS LLC /s/ Salma Salman Salma Salman/Senior Vice President and Chief Financial Officer TD AMCB 04/18/2025 THE TORONTO-DOMINION BANK /s/ Christina Petrou Christina Petrou/Vice President 04/18/2025