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Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Checkbox not checked   Rule 13d-1(b)
Checkbox not checked   Rule 13d-1(c)
Checkbox not checked   Rule 13d-1(d)




X0202 SCHEDULE 13D/A 0002052595-25-000016 0001344146 XXXXXXXX LIVE 5 Muni-MultiMode Preferred Shares 06/16/2026 false 0000895574 24610T108 abrdn National Municipal Income Fund C/O ABRDN 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 LLC b WC N DE 0.00 0.00 0.00 0.00 0.00 N 0 OO 0000744464 N TORONTO DOMINION HOLDINGS (U.S.A.), INC. b WC N DE 0.00 0.00 0.00 0.00 0.00 N 0 CO 0001710914 N TD GROUP US HOLDINGS LLC b WC N DE 0.00 0.00 0.00 0.00 0.00 N 0 OO 0000947263 N THE TORONTO-DOMINION BANK b WC N A6 0.00 0.00 0.00 0.00 0.00 N 0 BK Muni-MultiMode Preferred Shares abrdn National Municipal Income Fund C/O ABRDN 1900 Market Street, Suite 200 Philadelphia PA 19103 This Amendment No. 5 (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"), as further amended by Amendment No. 3 dated April 18, 2025 ("Amendment No. 3"), as further amended by Amendment No. 4 dated July 15, 2025 ("Amendment No. 4") and filed with the SEC on July 17, 2025 for Toronto Dominion Investments, LLC ("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 2049-2 (CUSIP No. 24610T702), and Series 2049-3 (CUSIP No. 24610T801) Muni-MultiMode Preferred Shares ("MMP Shares") of ABRDN NATIONAL MUNICIPAL INCOME FUND (the "Issuer"). Item 2 of the Original Schedule 13D is hereby amended by deleting Schedule I referenced therein and replacing it with Schedule I included with this Amendment. Item 3 of the Original Schedule 13D is hereby amended by adding the following paragraph at the end thereof: "The MMP Shares were redeemed by the Issuer on June 16, 2026 (the "Redemption") and as a result of the Redemption, the Reporting Persons no longer own any MMP Shares of the Issuer." Item 4 of the Original Schedule 13D is hereby amended by adding the following paragraph at the end thereof: "As a result of the Redemption, the Reporting Persons no longer own any MMP Shares of the Issuer." Item 5 of the Original Schedule 13D, sections (d) and (e) are hereby amended and restated in its entirety as follows: "(d) Not Applicable. (e) On June 16, 2026, as a result of the Redemption, the Reporting Persons ceased to be the beneficial owner of more than five percent of the class of securities." (d) Not Applicable. (e) On June 16, 2026, as a result of the Redemption, the Reporting Persons ceased to be the beneficial owner of more than five percent of the class of securities. Item 6 of the Original Schedule 13D is hereby amended and restated in its entirety as follows: "The responses of the Reporting Persons in Item 3 and Item 4 hereof are incorporated herein by reference. All voting arrangements and financing arrangements relating to the MMP Shares have been terminated as a result of the redemption of the MMP Shares." Item 7 of the Original Schedule 13D is hereby amended by deleting Exhibit 99.1 and Exhibit 99.2 thereto and inserting the following exhibits in their place: "Exhibit Description of Exhibit 99.1 Joint Filing Agreement 99.2 Certificate for TD 99.3 Secretary's Certificate for TD GUS" TORONTO DOMINION INVESTMENTS LLC /s/ Christina Petrou Christina Petrou / Vice President & Chief Operating Officer 06/16/2026 TORONTO DOMINION HOLDINGS (U.S.A.), INC. /s/ Christina Petrou Christina Petrou / Vice President & Chief Operating Officer 06/16/2026 TD GROUP US HOLDINGS LLC /s/ Andre Ramos Andre Ramos / Executive Vice President and Chief Financial Officer TD AMCB 06/16/2026 THE TORONTO-DOMINION BANK /s/ Christina Petrou Christina Petrou / Vice President 06/16/2026