09/16/2026 | Press release | Distributed by Public on 09/16/2026 15:10
As filed with the Securities and Exchange Commission on September 16, 2026
1933 Act File No. 333-292203
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-14
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 x
Pre-Effective Amendment No. ¨
Post-Effective Amendment No.1 x
(Check appropriate box or boxes)
ABERDEEN MUNICIPAL INCOME FUND
(Exact Name of Registrant as Specified in Charter)
1900 Market Street, Suite 200
Philadelphia, Pennsylvania 19103
(Address of Principal Executive Offices) (Zip Code)
(Registrant's Telephone Number, including Area Code): (866) 667-9231
Lucia Sitar, Esq.
c/o abrdn Inc.
1900 Market Street, Suite 200
Philadelphia, PA 19103
(Name and Address of Agent for Service of Process)
Copy to:
Thomas C. Bogle, Esq.
Dechert LLP
1900 K Street, NW
Washington, DC 20006-1110
It is proposed that this filing will become effective immediately pursuant to Rule 462(d) under the Securities Act of 1933, as amended.
EXPLANATORY NOTE
The purpose of this Post-Effective Amendment is to file the final and executed Agreements and Plans of Reorganization and the opinions of counsel regarding tax consequences of the reorganizations of the MFS High Income Municipal Trust, MFS High Yield Municipal Trust, MFS Investment Grade Municipal Trust and abrdn National Municipal Income Fund with and into the Aberdeen Municipal Income Fund.
The Registrant hereby incorporates by reference the Proxy Statement/Prospectus and Statement of Additional Information filed on January 30, 2026, and Supplement No. 1 to the Proxy Statement/Prospectus filed on April 21, 2026, pursuant to Rule 424 of the General Rules and Regulations of the Securities Act of 1933, as amended (File No. 333-292203).
PART C: OTHER INFORMATION
Item 15. Indemnification
Article V of the Registrant's Declaration of Trust provides that the Registrant will indemnify its Trustees and officers against liabilities and expenses reasonably incurred in connection with litigation in which they may be involved because of their offices with the Registrant, unless as to liabilities to the Registrant or its shareholders, it is finally adjudicated that they engaged in willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in their offices, or with respect to any matter unless it is adjudicated that they did not act in good faith in the reasonable belief that their actions were in the best interest of the Registrant. In the case of a settlement, such indemnification will not be provided unless it has been determined in accordance with the Declaration of Trust that such officers or Trustees have not engaged in willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in their offices.
Item 16. Exhibits
| 1. | Articles of Incorporation |
| 2. | By-Laws |
| 3. | Voting Trust Agreements |
Not applicable.
| 4. | Agreements of Acquisition, Reorganization, Merger, Liquidation, and any amendments |
| (a) | Agreement and Plan of Reorganization with respect to MFS High Income Municipal Trust, MFS High Yield Municipal Trust, MFS Investment Grade Municipal Trust and MFS High Yield Municipal Trust; filed herewith. |
| (b) | Agreement and Plan of Reorganization with respect to abrdn National Municipal Income Fund; filed herewith. |
| 5. | Instruments Defining Rights of Security Holders |
(b) Copies of instruments defining the rights of shareholders, including the relevant portions of: the Amended and Restated Declaration of Trust, December 16, 2004 (see Section 6.2), and the Master Amended and Restated By-Laws, dated January 1, 2002, as revised through June 23, 2004 (see Article III).
| 6. | Investment Advisory Agreements |
| 7. | Underwriting or Distribution Contracts |
Not applicable.
| 8. | Bonus or Profit-Sharing Contracts |
Not applicable.
| 9. | Custodian Agreements |
| 10. | Rule 12b-1 Plan |
Not applicable.
| 11. | Opinion and Consent of Counsel |
| 12. | Opinion and Consent of Counsel on tax matters |
| (a) | Opinion and Consent of Counsel on tax matters with respect to the MFS High Yield Municipal Trust; filed herewith. |
| (b) | Opinion and Consent of Counsel on tax matters with respect to the MFS High Income Municipal Trust; filed herewith. |
| (c) | Opinion and Consent of Counsel on tax matters with respect to the MFS Investment Grade Municipal Trust; filed herewith. |
| (d) | Opinion and Consent of Counsel on tax matters with respect to abrdn National Municipal Income Fund; filed herewith. |
| 13. | Other Material Contracts |
| 14. | Consent of Independent Registered Public Accountant |
(c) Consent of KPMG LLP, dated January 27, 2026, for abrdn National Municipal Income Fund
| 15. | Omitted Financial Statements |
Not applicable.
| 16. | Powers of Attorney |
(b) Power of Attorney, dated December 11, 2025, (DiLorenzo) (Phillips)
| 17. | Additional Exhibits. |
Not applicable.
| 17. | Calculation of Filing Fee Tables |
Item 17. Undertakings
| (1) | The undersigned Registrant agrees that prior to any public reoffering of the securities registered through the use of a prospectus which is a part of this Registration Statement by any person or party who is deemed to be an underwriter within the meaning of Rule 145(c) of the 1933 Act 17 CFR 230.145c, the reoffering prospectus will contain the information called for by the applicable registration form for the reofferings by persons who may be deemed underwriters, in addition to the information called for by the other items of the applicable form. | |
| (2) | The undersigned Registrant agrees that every prospectus that is filed under paragraph (1) above will be filed as a part of an amendment to the Registration Statement and will not be used until the amendment is effective, and that, in determining any liability under the 1933 Act, each post-effective amendment shall be deemed to be a new registration statement for the securities offered therein, and the offering of the securities at that time shall be deemed to be the initial bona fide offering of them. |
SIGNATURES
As required by the Securities Act of 1933, this registration statement has been signed on behalf of the registrant, in the City of Philadelphia and Commonwealth of Pennsylvania, on the 16th day of September, 2026.
| ABERDEEN MUNICIPAL INCOME FUND | ||
| By: | /s/ Alan Goodson | |
| Alan Goodson | ||
| President | ||
Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the date indicated.
| Name | Title | Date | |||
| /s/ Alan Goodson | President and Chief Executive Officer | September 16, 2026 | |||
| Alan Goodson | |||||
| /s/ Sharon Ferrari | Treasurer and Chief Financial Officer | September 16, 2026 | |||
| Sharon Ferrari | |||||
| /s/ Todd Reit(1) | Chairman of the Board | September 16, 2026 | |||
| Todd Reit | |||||
| /s/ Nancy Yao(1) | Trustee | September 16, 2026 | |||
| Nancy Yao | |||||
| /s/ C. William Maher(1) | Trustee | September 16, 2026 | |||
| C. William Maher | |||||
| /s/ Gordon Baird(1) | Trustee | September 16, 2026 | |||
| Gordon Baird | |||||
| /s/ Christian Pittard(1) | Trustee | September 16, 2026 | |||
| Christian Pittard | |||||
| By: | /s/ Lucia Sitar | ||||
| Lucia Sitar | |||||
| Attorney In Fact | |||||
| (1) | Pursuant to a power of attorney filed herewith. |
Exhibit List
|
Exhibit Number |
Exhibit | |
| 4.a | Agreement and Plan of Reorganization with respect to MFS High Income Municipal Trust, MFS High Yield Municipal Trust, MFS Investment Grade Municipal Trust and MFS High Yield Municipal Trust. | |
| 4.b | Agreement and Plan of Reorganization with respect to abrdn National Municipal Income Fund. | |
| 12.a | Opinion and Consent of Counsel on tax matters with respect to the MFS High Yield Municipal Trust | |
| 12.b | Opinion and Consent of Counsel on tax matters with respect to the MFS High Income Municipal Trust | |
| 12.c | Opinion and Consent of Counsel on tax matters with respect to the MFS Investment Grade Municipal Trust | |
| 12.d | Opinion and Consent of Counsel on tax matters with respect to abrdn National Municipal Income Fund | |
| 16.a | Power of Attorney, dated September 2, 2026, Trustees. |