INSTRUCTIONS FOR EXECUTING PROXY CARD
The following general rules for signing proxy cards may be of assistance to you and may help to avoid the time and expense involved in validating your vote if you fail to sign your proxy card properly.
1. INDIVIDUAL ACCOUNTS: Sign your name exactly as it appears in the Registration on the proxy card.
2. JOINT ACCOUNTS: Either party may sign, but the name of the party signing should conform exactly to a name shown in the Registration on the proxy card.
3. ALL OTHER ACCOUNTS: The capacity of the individual signing the proxy card should be indicated unless it is reflected in the form of Registration. For example:
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CORPORATE ACCOUNTS REGISTRATION
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VALID SIGNATURE
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(1) ABC Corp.
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ABC Corp.
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(2) ABC Corp.
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John Doe, Treasurer
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(3) ABC Corp. c/o John Doe, Treasurer
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John Doe
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(4) ABC Corp. Profit Sharing Plan
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John Doe, Trustee
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TRUST ACCOUNTS REGISTRATION
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(1) ABC Trust
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Jane B. Doe, Trustee
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(2) Jane B. Doe, Trustee u/t/d 12/28/78
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Jane B. Doe, Trustee
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CUSTODIAL OR ESTATE ACCOUNTS REGISTRATION
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(1) John B. Smith, Cust. f/b/o John B. Smith, Jr. UGMA
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John B. Smith
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(2) John B. Smith
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John B. Smith, Jr., Executor
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After completing your proxy card, return it in the enclosed postage-paid envelope.
OTHER WAYS TO VOTE YOUR PROXY
VOTE BY TELEPHONE:
1. Read the proxy statement and have your proxy card at hand.
2. Call the toll-free number on your proxy card.
VOTE BY INTERNET:
1. Read the proxy statement and have your proxy card at hand.
2. Go to the website indicated on your proxy card and follow the voting instructions.
The telephone and Internet voting procedures are designed to authenticate Shareholder identities, to allow Shareholders to give their voting instructions, and to confirm that Shareholders’ instructions have been recorded properly. Please note that, although there is no charge to you for voting by telephone or Internet, there may be costs associated with electronic access, such as usage
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charges from telephone companies and Internet service providers, that must be borne by the Shareholders.
Voting by telephone or Internet is generally available 24 hours a day. Do not mail the proxy card if you are voting by telephone or Internet. If you have any questions about voting, please call Computershare Fund Services, our proxy solicitor, at (888) 916-1722 (toll free).
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EXHIBIT A
ALLSPRING FUNDS TRUST
ALLSPRING MASTER TRUST
ALLSPRING VARIABLE TRUST
ALLSPRING GLOBAL DIVIDEND OPPORTUNITY FUND
ALLSPRING INCOME OPPORTUNITIES FUND
ALLSPRING MULTI-SECTOR INCOME FUND
ALLSPRING UTILITIES AND HIGH INCOME FUND
(collectively, the “Trusts”)
CHARTER OF THE NOMINATING AND GOVERNANCE COMMITTEES
Nominating and Governance Committee Membership and Chair
The Nominating and Governance Committee of each Trust (the “Committee”) shall be composed only of Trustees who are not “interested persons” of the Trusts, or of any investment adviser or principal underwriter of the Trusts or any series thereof (a “Fund”), as defined in the Investment Company Act of 1940 (“Independent Trustees”). The full Boards shall designate the members of the Committee, after due consideration of nominations, if any, from the Committee, and shall designate the Chair.
Board Nominations
1. Except with respect to any trustee nomination made by an eligible shareholder or shareholder group as permitted by applicable law (and, with respect to each Trust that is a registered closed-end management investment company (“Closed-End Fund”), in accordance with the By-Laws of such Closed-End Fund), the Committee shall make all nominations for membership on the Board of Trustees of each Trust. The Committee shall evaluate each candidate’s qualifications for Board membership and his or her independence from the Funds’ investment adviser(s) and principal underwriter(s) and, as it deems appropriate, other principal service providers. Any person nominated to serve as an Independent Trustee must not be, on the effective date of his or her appointment or election, an “interested person” of the Trusts, or of any investment adviser or principal underwriter of the Funds, as defined in the Investment Company Act of 1940 (the “1940 Act”), and, with respect to each Closed-End Fund, such person must also satisfy, on such date, applicable independence requirements of the listing standards of securities exchanges on which shares of such Closed-End Fund are traded.
a. The Committee may take into account a wide variety of factors in considering Trustee candidates, including (but not limited to): (i) availability and commitment of a candidate to attend meetings and perform his or her responsibilities on the Board, (ii) relevant industry, business, professional and related experience and accomplishments, (iii) educational background, (iv) financial expertise, (v) an assessment of the candidate’s ability, judgment and
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expertise and the candidate’s ability to work effectively and collaboratively with other members of the Board, and (vi) overall diversity of the Board’s composition and how the candidate’s skills, experiences and attributes would contribute to the mix of relevant skills and experience on the Board.
b. The Committee will consider and evaluate nominee candidates properly submitted by shareholders on the same basis as it considers and evaluates candidates recommended by other sources. Appendix A to this Charter, as it may be amended from time to time by the Committee, sets forth procedures that must be followed by shareholders to properly submit a candidate for nomination by the Committee. Shareholder recommendations not properly submitted in accordance with the requirements of Appendix A will not be considered for nomination by the Committee.
2. Process for evaluating independence and potential conflicts of interest of Independent Trustee candidates.
a. As a threshold matter, the background of a candidate to serve as an Independent Trustee must be reviewed to confirm that the person meets or, on the effective date of his or her appointment or election will meet, the technical requirements under the 1940 Act for being an Independent Trustee, and, with respect to Independent Trustee candidates for the Board of each Closed-End Fund, that such person satisfies or, on the effective date of his or her appointment or election will satisfy, applicable independence requirements of the listing standards of securities exchanges on which shares of such Closed-End Fund are traded.
b. In addition to satisfying the applicable technical requirements set forth in 2.a., above, the candidate’s business and personal connections (as reflected in the responses to questions in the Trustees’ and Officers’ Questionnaire completed by each current and prospective Trustee) must be reviewed to confirm that they do not create any actual or potential impairment to the person’s independence with respect to the Funds.
c. With respect to any candidate, the Committee shall elicit such information from senior management that the Committee deems appropriate, if any, to evaluating the merits of the candidate.
d. Disqualifying factors:
i. No candidate shall be nominated for membership on the Board if, upon appointment or election to the Board, that candidate serves or has agreed to serve on the board of any registered investment company outside of the Allspring Funds family, unless otherwise approved by the Committee. No candidate shall be nominated for membership on the Board if that candidate serves or has agreed to serve as an officer, partner, employee, or in any similar capacity with a firm that serves as an investment adviser, sub-adviser, or principal underwriter of any registered investment company outside of the Allspring Funds family. Similarly, if a candidate serves in such capacity for a
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registered investment adviser or registered broker-dealer, but that firm currently does not serve as an investment adviser, sub-adviser, or principal underwriter for any such registered investment company, such candidate shall be nominated only upon the express agreement that he or she would resign from the Board in the event that his or her firm subsequently undertakes such a role for any registered investment company outside of the Allspring Funds family; provided, that if a candidate is an officer, partner, or employee of, or serves in a similar capacity for, a broker-dealer, nothing herein is intended to confer on such candidate eligibility for nomination as an Independent Trustee if he or she would be an “interested person” of the Funds pursuant to the 1940 Act by virtue of the activities of such broker-dealer.
ii. No candidate shall be nominated for membership on the Board if that candidate serves on the board of a firm that serves as an investment adviser, sub-adviser or principal underwriter of any registered investment company outside of the Allspring Funds family, unless an exception from this policy is expressly approved by the Committee. Similarly, if a candidate serves on the board of a registered investment adviser or registered broker-dealer, but that firm currently does not serve as an investment adviser, sub-adviser, or principal underwriter of any such registered investment company, such candidate shall be nominated only upon the express agreement that he or she would, unless an exception from this policy is expressly approved by the Committee, resign from the Board in the event that his or her firm subsequently undertakes such a role for any registered investment company outside of the Allspring Funds family. Notwithstanding the foregoing, if a candidate is a director of a broker-dealer, nothing herein is intended to confer on such candidate eligibility for nomination as an Independent Trustee if he or she would be an “interested person” of the Funds pursuant to the 1940 Act by virtue of the activities of such broker-dealer.
3. The Committee shall review the composition of the Board when it deems it appropriate to do so to determine whether it may be appropriate to recommend adding individuals with backgrounds or skill sets that differ from those of the individuals already on the Board and/or recommend expanding or contracting the size of the Board.
Committee Nominations and Functions
1. The Committee shall propose nominations for membership on all committees and shall review committee assignments when it deems it appropriate to do so.
2. The Committee shall review as necessary the responsibilities of any committees of the Board, whether there is a continuing need for each committee, whether there is a need for additional committees of the Board, and whether committees should be combined or reorganized. The Committee shall make recommendations for any such action to the Board. With respect to any committee of the Board of a Closed-End Fund, the powers, functions, size, membership and other aspects of the committee shall conform with any applicable requirements of the By-Laws of such Closed-End Fund.
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Chair of the Nominating and Governance Committee
1. Chair of the Nominating and Governance Committee.
a. In addition to any powers and duties specified in this Charter, the Chair of the Committee’s role is to preside at all meetings of the Committee and to act as a liaison with respect to governance-related matters with service providers, officers, attorneys, and other Committee members generally between meetings.
b. The Chair of the Committee shall be entitled to receive an additional annual fee in such amount, and payable in such frequency and manner, determined from time to time by the Board, for the additional work and time devoted by the Chair of the Committee.
c. The Chair of the Committee shall serve for a three-year term, which may be extended with the approval of the Board. However, the Chair shall not serve more than two consecutive three-year terms, unless such term limit is waived by the Board. This term limit shall not apply to non-consecutive terms.
2. Except for any duties specified herein or pursuant to a Trust’s charter document, the designation of Chair of the Committee does not impose on such Trustee any duties, obligations or liability that are greater than the duties, obligations or liability imposed on such person as a member of the Board generally.
Compensation
1. The Committee shall periodically review and recommend any appropriate changes to trustee compensation to the Board.
Fund Share Ownership
1. The Committee shall periodically review and recommend any appropriate changes in respect of policies regarding share ownership in Allspring Funds by Trustees.
Board Leadership Structure
1. The Committee shall periodically review the Board leadership structure and shall recommend any appropriate leadership structure changes to the Board.
Advisory Trustee Nominations
1. The Committee may from time-to-time propose nominations of one or more individuals to serve as members of an “advisory board,” as such term is defined in Section 2(a)(1) of the 1940 Act (“Advisory Trustees”). An individual shall be eligible to serve as an Advisory Trustee only if that individual meets the requirements to be an Independent Trustee and does not otherwise serve the Trusts in any other capacity. Any Advisory Trustee shall serve at the pleasure of the Board and may be removed, at any time, with or without cause, by the Board. An Advisory Trustee may be nominated and appointed or elected as a
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Trustee, at which time he or she shall cease to be Advisory Trustee. Any Advisory Trustee may resign at any time.
Other Powers and Responsibilities
1. The Committee shall review this Charter at least annually and recommend changes, if any, to the Board.
2. The Committee shall at least annually review and address matters relating to the engagement and independence of legal counsel employed by the Independent Trustees and shall recommend any appropriate actions to the Board.
3. The Committee shall have the resources and authority to discharge its responsibilities, including authority to retain special counsel and other experts or consultants, advisers or employees at the expense of the appropriate Fund(s).
4. In consultation with independent legal counsel to the Independent Trustees, the Committee shall consider the processes to be undertaken by the Board in connection with the annual assessment of the performance of the Board and the committees of the Board pursuant to Rule 0-1(a)(7)(v) under the 1940 Act and under any applicable listing requirements.
5. The Committee shall set forth and periodically review governance principles for the Board and its committees and shall recommend changes, if any, to the Board. Those principles have been outlined in a separate document (Statement of Governance Principles).
6. The actions taken at meetings of the Committee shall be recorded in the minutes of such meetings. Meetings of the Committees may be conducted in person, telephonically, or via video-conference.
7. If the Committee’s membership does not include all of the Trustees, the Committee will report on actions taken at its meetings to the Board.
8. The Committee shall have such further responsibilities as are given to it from time to time by the Board.
Date of most recent Charter amendment: May 24, 2022
Appendix A
Procedures for Shareholders to Submit Nominee Candidates
A shareholder of any series of the Trust must follow the following procedures in order to submit properly a nominee candidate recommendation for the Committee’s consideration.
The shareholder must submit any nominee candidate recommendation (a “Shareholder Recommendation”) in writing to the Trust, to the attention of the Trust’s Secretary, at the address of the principal executive offices of the Trust.
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The Shareholder Recommendation must include: (i) a statement in writing setting forth (A) the name, age, date of birth, business address, residence address and nationality of the person recommended by the shareholder (the “candidate”); (B) the series (and, if applicable, class) and number of all shares of the Trust owned of record or beneficially by the candidate, as reported to such shareholder by the candidate; (C) any other information regarding the candidate called for with respect to director nominees by paragraphs (a), (d), (e) and (f) of Item 401 of Regulation S-K or paragraph (b) of Item 22 of Rule 14a-101 (Schedule 14A) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), adopted by the Securities and Exchange Commission (or the corresponding provisions of any regulation or rule subsequently adopted by the Securities and Exchange Commission or any successor agency applicable to the Trust); (D) any other information regarding the candidate that would be required to be disclosed if the candidate were a nominee in a proxy statement or other filing required to be made in connection with solicitation of proxies for election of directors pursuant to Section 14 of the Exchange Act and the rules and regulations promulgated thereunder; and (E) whether the recommending shareholder believes that the candidate is or will be an “interested person” of the Trust (as defined in the 1940 Act) and information regarding the candidate that will be sufficient for the Trust to make such determination; (ii) the written and signed consent of the candidate to be named as a nominee and to serve as a Trustee if elected; (iii) the recommending shareholder’s name as it appears on the Trust’s books; (iv) the series (and, if applicable, class) and number of all shares of the Trust owned beneficially and of record by the recommending shareholder; and (v) a description of all arrangements or understandings between the recommending shareholder and the candidate and any other person or persons (including their names) pursuant to which the recommendation is being made by the recommending shareholder. In addition, the Committee may require the candidate to interview in person and furnish such other information as it may reasonably require or deem necessary to determine the eligibility of such candidate to serve as a Trustee of the Trust. With respect to each Closed-End Fund, the Shareholder Recommendation also must comply with any timing or additional requirements applicable to shareholder nominations, as set forth in the By-Laws of such Closed-End Fund. In the event of any conflict or inconsistency with respect to the requirements applicable to a Shareholder Recommendation as between those established in these procedures and those in the By-Laws of a Closed-End Fund, the requirements of the By-Laws of such Closed-End Fund shall control.
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EXHIBIT B
ALLSPRING FUNDS TRUST
ALLSPRING VARIABLE TRUST
ALLSPRING MASTER TRUST
ALLSPRING GLOBAL DIVIDEND OPPORTUNITY FUND
ALLSPRING INCOME OPPORTUNITIES FUND
ALLSPRING MULTI-SECTOR INCOME FUND
ALLSPRING UTILITIES AND HIGH INCOME FUND
AUDIT COMMITTEES CHARTER
1. Composition, Chair and Audit Committee Financial Expert. The Audit Committees (“Committees”) of the Boards of Trustees (the “Boards”) of Allspring Funds Trust, Allspring Variable Trust, and Allspring Master Trust (collectively, the “Open-End Trusts”), Allspring Global Dividend Opportunity Fund (“EOD”), Allspring Income Opportunities Fund (“EAD”), Allspring Multi-Sector Income Fund (“ERC”), and Allspring Utilities and High Income Fund (“ERH”) (collectively, the “Closed-End Funds” and together, with the Open-End Trusts, the “Trusts”) shall be composed entirely of Trustees who are not “interested persons” of the Trusts or of any series thereof, or of any investment adviser or principal underwriter, as defined in the Investment Company Act of 1940 (“Independent Trustees”). The Committees of the Closed-End Funds (the “Closed-End Fund Committees”) shall have at least three members who are “independent” as that term is interpreted under Rule 10A-3 under the Securities Exchange Act of 1934 and under the listing standards of each exchange on which shares of the Closed-End Funds are traded, except as otherwise set forth by statute, rule, or listing standard. The full Boards shall designate the members of the Committees, after due consideration of nominations, if any, from the Governance Committee, and shall designate the Chair. Except for any duties specified herein or pursuant to a Trust’s charter document, the designation of Chair of the Audit Committee does not impose on such Trustee any duties, obligations or liability that are greater than the duties, obligations or liability imposed on such person as a member of the Committees and the Boards in the absence of such designation.
The Boards shall determine as often as they deem appropriate whether any member of the Committees is an “audit committee financial expert” as defined in Item 3 of Form N-CSR. Any member of the Committees who is determined to be such an expert shall not bear any duties, obligations or liabilities that are greater than the duties, obligations and liabilities imposed on such member as a member of the Committees and the Boards in the absence of such determination.
2. Primary Responsibilities. The primary responsibilities of the Committees are:
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to oversee the accounting and financial reporting policies of the Trusts or their series, as applicable (a Trust or any such series being referred to as a |
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“Fund”, and collectively as the “Funds”), including their internal controls over financial reporting and, as a Committee deems appropriate, the internal controls over financial reporting of key service providers; |
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to oversee the quality and objectivity of the Funds’ financial statements and the independent audit thereof; |
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to interact with the Funds’ registered public accounting firm (the “Auditors”) on behalf of the Boards, and to interact with the appropriate officers of the Trusts, and the investment managers, advisers, sub-advisers, administrators (collectively, “Management”) and other key service providers other than the Auditors regarding accounting and financial reporting matters; |
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to oversee or, as appropriate, assist with the Board’s oversight of, the Funds’ compliance with legal and regulatory requirements that relate to the Funds’ accounting and financial reporting, internal controls and independent audits; and |
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to approve the engagement of the Auditors and their fees annually and, in connection therewith, to review and evaluate the qualifications, independence and performance of the Auditors. |
The function of the Committees is oversight. Management is responsible for: (1) the preparation, quality and objectivity of the Funds’ financial statements; (2) the implementation of appropriate accounting and financial reporting principles and policies; and (3) the design and maintenance of internal controls and procedures designed to assure compliance with all applicable accounting standards, laws and regulations. The Auditors are responsible for planning and carrying out proper audits of the Funds’ financial statements and for performing other procedures as deemed necessary under applicable professional standards. Nothing in this Charter shall be construed to reduce the responsibilities or liabilities of Management or the Auditors.
Although the Committees are expected to take a detached and questioning approach to the matters that come before them, any review of the Funds’ financial statements by the Committees is not an audit, nor does any review by the Committees substitute for the responsibilities of Management for preparing, or the Auditors for auditing, the Funds’ financial statements. Members of the Committees are not employees of the Funds and, in serving on these Committees, are not, and do not hold themselves out to be, acting as accountants or auditors. As such, it is not the duty or responsibility of the Committees or their members to conduct “field work” or other types of auditing or accounting reviews or procedures. In addition, the authority and responsibilities set forth in this Charter do not reflect or create any duty or obligation of the Committees to plan or conduct any audit, to determine or certify that any Fund’s financial statements are complete, accurate, fairly presented, or in accordance with generally accepted accounting principles or applicable laws, or to guarantee any report of the Auditors.
In discharging their duties, the members of the Committees are entitled to rely on information, opinions, reports, or statements, including financial statements
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and other financial data prepared or presented by: (1) one or more officers of the Trusts whom the member reasonably believes to be reliable and competent in the matters presented; (2) legal counsel, the Auditors or other public accountants, or other persons as to matters the member reasonably believes are within the person’s professional or expert competence; or (3) another Board committee on which the member does not sit.
3. Duties and Powers. To carry out their responsibilities, the Committees shall have the following duties and powers, to be discharged in such a manner as the Committees deem appropriate, in their sole discretion:
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to approve the engagement of the Auditors to annually audit and provide audit and tax services necessary to support their audit opinion on a Fund’s financial statements, to recommend to the Independent Trustees the selection, retention or termination of the Auditors and, in connection therewith, to review and evaluate matters brought to their attention potentially affecting the independence and capabilities of the Auditors; |
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to approve the engagement of the Auditors to provide non-audit services to a Fund, or to an investment adviser (not including a sub-adviser whose role is primarily investment management and is sub-contracted or overseen by another investment adviser) (“covered adviser”) or any entity controlling, controlled by, or under common control with a covered adviser (“control affiliate”) that provides ongoing services to a Fund, if the engagement relates directly to the operations and financial reporting of the Fund; |
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to implement any policies and procedures for pre-approval of the engagement of the Auditors as are set forth in this Charter to provide audit or non-audit services to a Fund and/or to provide non-audit services to a covered adviser or a control affiliate that provides ongoing services to the Fund, which services relate directly to the operations and financial reporting of the Fund, provided in either case that the policies and procedures are detailed as to the particular services covered; |
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to consider whether the provision by the Auditors of non-audit services to a covered adviser or a control affiliate that provides ongoing services to the Fund, which services were not required to be pre-approved by the Committees, is compatible with maintaining the Auditors’ independence; |
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to assess the Auditors’ independence at least annually, in connection with which the Committees shall receive and review a report by the Auditors disclosing all relationships that may affect the Auditors’ independence, including the disclosures required by Public Company Accounting Oversight Board (“PCAOB”) Rule 3526 or any other applicable auditing standard and any relationships of the Auditors’ affiliates that could reasonably be thought to bear on the independence of the Auditors; |
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to receive from, to review and to discuss with the Auditors, and with Management and other key service providers to the extent the Committees deem appropriate, the matters about which PCAOB Auditing Standard No. 1301 (Codification of PCAOB Statements on Auditing Standards) (“AS |
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1301”) requires communication, including those specifically mentioned in this Charter; provided that, pursuant to Section 12 of this Charter, the Audit Committee Chair shall communicate with the Auditors on behalf of the Committees with respect to matters about which AS 1301 requires communication, and it is the duty of each member of the Committees to communicate promptly with the Audit Committee Chair if such member becomes aware of any matters relevant to an audit of a Fund that is required to be communicated to the Auditors pursuant to AS 1301, including, but not limited to, violations or possible violations of laws or regulations; |
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to review the arrangements for and scope of the Funds’ annual audits and any special audits; |
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to review and approve the fees proposed to be charged to the Funds by the Auditors for all audit and non-audit services; |
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to meet with, and consider information and comments from, the Auditors with respect to the Funds’ financial statements and the Funds’ accounting and financial reporting policies, procedures and internal controls (including the Funds’ critical accounting policies and practices and any adjustments to a Fund’s financial statements recommended by the Auditors), and to consider Management’s responses to any such comments and, to the extent the Committees deem necessary or appropriate, to promote improvements in the quality of the Funds’ accounting and financial reporting; |
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to review the form of engagement letter used by the Funds to engage the Auditors for all audit and non-audit services; |
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to oversee the resolution of any material disagreements between Management and the Auditors regarding financial reporting that are brought to the Committees’ attention; |
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to review with the Funds’ principal executive officer and/or principal financial officer, in connection with their certifications of any filings by the Funds on Form N-CSR any successor form, any significant deficiencies in the design or operation of disclosure controls and procedures or material weaknesses therein or in internal controls over financial reporting and any reported evidence of fraud involving Management or any other key service providers or any of their employees who have a significant role in the Funds’ disclosure controls and procedures; |
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to investigate or initiate investigation of reports of improprieties or suspected improprieties in connection with the Funds’ accounting or financial reporting; |
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to report their activities to the respective Boards on a regular basis and to make such recommendations with respect to the matters described above and other matters as the Committees may deem necessary or appropriate; |
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to inquire of the Auditors and Management as to whether appropriate staffing levels are being maintained within the audit engagement team, internal accounting and administration staff; and |
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to perform such other functions and to have such powers as may be |
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necessary or appropriate in the efficient and lawful discharge of the foregoing. |
4. All Closed-End Fund Committees. The Closed-End Fund Committees shall be directly responsible for the appointment, compensation, retention and oversight of the work of any Auditor engaged (including resolution of disagreements between Management and the Auditor regarding financial reporting) for the purpose of preparing or issuing an audit report or performing other audit, review or attest services for the Closed-End Funds, and each such Auditor must report directly to its respective Closed-End Fund Committee.
The Closed-End Fund Committees shall also establish procedures for (1) the receipt, retention, and treatment of complaints received by the Closed-End Funds regarding accounting, internal accounting controls, or auditing matters; and (2) the confidential, anonymous submission by employees of the Closed-End Funds, the Closed-End Funds’ investment adviser, administrator, principal underwriter (if any) or any other provider of accounting-related services for the Closed-End Funds, of concerns regarding questionable accounting or auditing matters.
Each of the Closed-End Fund Committees shall have the power, in addition to the responsibilities, duties and powers included elsewhere in this Charter, to be discharged in such a manner as the Committee deems appropriate in its sole discretion, to review such disclosures or statements made by the respective Closed-End Fund Committee in the Closed-End Funds’ annual or semi-annual report or proxy statement.
5. NYSE American Closed-End Fund Committees. Any Closed-End Fund with shares listed on the NYSE American exchange (the “NYSE American”) must comply with applicable listing standard requirements.1 Accordingly, each member of an audit committee of a fund listed on the NYSE American (“NYSE American Closed-End Fund Committee”) must be able to read and understand fundamental financial statements, including a company’s balance sheet, income statement, and cash flow statement. Further, at least one member of a NYSE American Closed-End Fund Committee must be “financially sophisticated,” as such term is defined in the listing standards of the NYSE American2.
The purpose of a NYSE American Closed-End Fund Committee includes, in addition to the responsibilities, duties and powers included elsewhere in this Charter, overseeing the accounting and financial reporting processes and audits of the Closed-End Fund. NYSE American Closed-End Fund Committees must actively engage in a dialogue with the Auditors with respect to any disclosed relationships or services that may impact the objectivity and independence of the Auditors and are responsible for taking, or recommending that the Boards take, appropriate action to oversee the independence of the Auditors. Committee members must not have participated in the preparation of the financial statements of the Closed-End Fund at any time during the three years prior to appointment to the NYSE American Closed-End Fund Committee. The
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NYSE American Closed-End Fund Committees shall meet on a regular basis, as often as necessary to fulfill their responsibilities, including at least annually in connection with the issuance of audited financial statements.
6. New York Stock Exchange Closed-End Fund Committees. Any Closed-End Fund with shares listed on the New York Stock Exchange (the “NYSE”) must comply with applicable listing standard requirements.3 Accordingly, each member of an audit committee of a fund listed on the NYSE (“NYSE Closed-End Fund Committee”) must be “financially literate” (or become so within a reasonable time after his or her appointment to the committee).4 Further, at least one member of an NYSE Closed-End Fund Committee must have “accounting or related financial expertise”.5
The purpose of a NYSE Closed-End Fund Committee includes, in addition to the responsibilities, duties and powers included elsewhere in this Charter, assisting with the Board’s oversight of the integrity of the Closed-End Fund’s financial statements, the Closed-End Fund’s compliance with legal and regulatory requirements, the qualifications and independence of the Closed-End Fund’s Auditors, and the performance of the Closed-End Fund’s internal audit functions (if any) and Auditors.
The NYSE Closed-End Fund Committee shall have the following duties and powers, in addition to the responsibilities, duties and powers included elsewhere in this Charter, to be discharged in such a manner as the Committee deems appropriate, in its sole discretion:
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to obtain and review at least annually a report from the Auditors describing (1) the accounting firm’s internal quality-control procedures, (2) any material issues raised (a) by the Auditors’ most recent internal quality-control review or peer review or (b) by any governmental or other professional inquiry or investigation performed within the preceding five years respecting one or more independent audits carried out by the firm, and any steps taken to address any such issues, and (3) all relationships between the Auditors and the Closed-End Fund to assess the Auditor’s independence;6 |
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to meet to review and discuss with Management the Closed-End Fund’s audited annual and unaudited semi-annual financial statements, as well as the annual “Management’s Discussion of Fund Performance” prior to inclusion, in its Form N-CSR; |
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to discuss any press releases regarding the Closed-End Fund’s investment performance, distributions and/or other financial information about the Closed-End Fund, as well as any financial information provided to analysts or rating agencies. The NYSE Closed-End Fund Committee may discharge this responsibility by discussing the general types of information to be disclosed by the Fund and the form of presentation (i.e., a case-by-case review is not required) and need not discuss in advance each such release of information; |
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to discuss guidelines and policies with respect to risk assessment and risk management; |
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to review with the Auditors any audit problems or difficulties encountered in the course of their audit work and Management’s responses thereto;7 |
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to set clear policies for the hiring by the Closed-End Fund of employees or former employees of the Closed-End Fund’s Auditors, to the extent that the Closed-End Fund intends to have employees; |
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to report regularly to the Closed-End Fund Board; and |
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to consider whether to recommend to the Board that the audited financial statements be included in the annual report for the Closed-End Fund. |
The performance of the NYSE Closed-End Fund Committee shall be reviewed at least annually by the Committee or by the Board and may be conducted as part of the Board’s annual self-assessment. Unless otherwise determined by the Board, no member of the NYSE Closed-End Fund Committee may serve on the audit committee of more than two other public companies.8
7. Meetings. The Committees shall meet at least twice annually, and are empowered to hold special meetings as circumstances require. The Committees shall record minutes of their meetings and shall invite Trustees who are not members of the Committees, Management, counsel and representatives of service providers to attend meetings and provide information as the Committees, in their sole discretion, consider appropriate. The Committees shall periodically meet separately in executive session with the Auditors. Meetings of the Committees may be conducted in person, telephonically, or via video-conference.
8. Auditor Pre-Approval. The Auditors are hereby pre-approved to: (a) audit newly created Funds; (b) perform “agreed upon procedures” reviews in connection with Fund reorganizations and/or provide comfort letters in connection with securities offerings; (c) review special Fund registration statement filings; (d) provide comments to regulatory filings; and (e) perform non-audit services for a Fund, and for the Fund’s covered adviser and its control affiliates that provide ongoing services to the Fund where the engagement relates directly to the operations and financial reporting of the Fund, provided that any such non-audit services fall within the specified categories of services listed on Tab A and that the fees for such services do not exceed the pre-approved dollar amounts listed on Tab A. To the extent that the non-audit services or fees would fall outside of the aforementioned pre-approvals, such services or fees may be pre-approved by the Committees, or by the Chair pursuant to delegated authority in accordance with Section 9 below.
9. Pre-Approval Procedure. The Audit Committee Chair is authorized to pre-approve: (1) audit services to the Funds; (2) non-audit tax or other categories of services identified in Section 8 above or compliance consulting or training services provided to the Funds by the Auditors if the fees for any particular engagement are not anticipated to exceed $50,000; and (3) non-audit tax or compliance consulting or training services provided by the Auditors to a Fund’s covered adviser and its control affiliates (where pre-approval is required
B-7 | Allspring Income Opportunities Fund Proxy Statement
because the covered adviser or its control affiliate provides ongoing services to the Fund and the engagement relates directly to the operations and financial reporting of the Fund) if the fee to the Auditors for any particular engagement is not anticipated to exceed $50,000. For any such pre-approval sought from the Chair, Management shall prepare a brief written statement describing the proposed services. If the Chair approves of such service, he or she shall sign the statement prepared by Management or otherwise evidence in writing his or her approval, which may be given by electronic mail. Such written statement, or the written engagement for the proposed services described in the statement, shall be reported to the full Committees at their next regularly scheduled meeting.
10. Availability. The Committees shall be reasonably available to meet with the Treasurer and other appropriate officers of the Trusts, and with internal accounting staff, and individuals with internal audit responsibilities, for consultation on audit, accounting, and related financial matters.
11. Resources. The Committees shall be given the resources and shall have the authority appropriate to discharge their responsibilities, including the authority to retain special or independent counsel and other experts, advisors or consultants at the expense of the appropriate Fund(s) and to determine the appropriate funding for payment of compensation to Auditors for the purpose of preparing or issuing an audit report or performing other audit, review or attest services for a Fund and the Committees’ ordinary administrative expenses that are necessary or appropriate in carrying out their duties.
12. Audit Committee Chair.
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The Chair’s role is to preside at all meetings of the Committees and to act as a liaison with respect to audit, accounting and related financial matters with the Auditors, Management, and other Committee members generally between meetings. Without limiting the generality of the foregoing, the Chair shall communicate with the Auditors on behalf of the Committees with respect to matters relevant to the audit under AS 1301, as provided in Section 3(f) of this Charter. |
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The Chair shall be entitled to receive an additional annual fee in such amount, and payable in such frequency and manner, determined from time to time by the Boards, for the additional work and time devoted by the Chair. |
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The Chair shall serve for a three-year term, which may be extended with the approval of the Board. However, the Chair shall not serve more than two consecutive three-year terms, unless such term limit is waived by the Board. This term limit shall not apply to non-consecutive terms. |
13. Miscellaneous. The Committees shall review and reapprove this Charter as often as they deem appropriate, but not less often than annually, and recommend any changes that they deem appropriate to the Boards. The Committees shall have such further responsibilities as are given to them from time to time by the Boards. The Committees shall consult as they deem appropriate with Management, the Auditors and counsel as to legal or
Allspring Income Opportunities Fund Proxy Statement | B-8
regulatory developments affecting their responsibilities, as well as relevant tax, accounting and industry developments. The actions taken at meetings of the Committees shall be recorded in the minutes of such meetings. If the Committees’ membership does not include all of the Trustees or if otherwise requested by the Boards, the Committees will report on actions taken at their meetings to the Boards. The Committees shall have such further responsibilities as are given to them from time to time by the Boards.
Nothing in this Charter shall be interpreted as diminishing or derogating the responsibilities of the Boards.
Date of most recent Charter Amendment: May 24, 2022
1. |
As of August 2021, shares of EAD, ERC and ERH were listed on the NYSE American. Although the NYSE American Company Guide exempts closed-end funds from certain listing requirements, this Charter has been drafted according to the view expressed by regulators that they may, in fact, apply some of those requirements to closed-end funds. |
2. |
One is “financially sophisticated” if that individual qualifies as an “audit committee financial expert” under Item 3 of Form N-CSR. |
3. |
As of August 2021, shares of EOD were listed on the NYSE. |
4. |
“Financial literacy” is generally interpreted to signify the ability to read and understand fundamental financial statements, including a company’s balance sheet, income statement and cash flow statement. |
5. |
One has “accounting or related financial expertise” if that individual qualifies as an “audit committee financial expert” under the Item 407(d)(5)(ii) of Regulation S-K standard, which is identical to that of Item 3 of Form N-CSR. |
6. |
The NYSE Closed-End Fund Committee may evaluate the lead partner of the independent auditor team. |
7. |
The NYSE Closed-End Fund Committee may consider and discuss with the Auditors any material issues on which the national office of the Auditors was consulted by the Closed-End Fund’s audit team. |
8. |
Service on multiple boards in the same fund complex is counted as service on one board for the purposes of this requirement. |
B-9 | Allspring Income Opportunities Fund Proxy Statement
TAB A
Allspring Funds
Schedule of Pre-Approved Non-Audit Services
(Pre-approval amounts are for each calendar year period)
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Non-Audit Services
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Fee Range
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Assistance with Internal Revenue Code Sections 851(b) and 817(h) diversification testing (upon specific request as Allspring Fund Tax Department is currently responsible for diversification testing).
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Not to exceed $3,500 per fund
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Tax assistance and advice regarding tax consequences of new investment products or proposed changes to existing products.
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Not to exceed $15,000
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Tax assistance and advice regarding statutory, regulatory or administrative developments.
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Not to exceed $15,000
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Services related to contesting any assessed Internal Revenue Service penalties for incorrect reporting of Fund Forms 1120-RIC and Form 1099.
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Not to exceed $10,000
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Other International tax services (generally related to foreign tax withholding).
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Not to exceed $15,000
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Tax assistance and advice regarding evaluation of complex security transactions.
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Not to exceed $30,000
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Tax and/or other non-audit services associated with Fund mergers and liquidations.
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Not to exceed $8,000 per fund merger/ liquidation
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Date of most recent Schedule approval: December 16, 2021
Allspring Income Opportunities Fund Proxy Statement | B-10
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EVERY SHAREHOLDER’S VOTE IS IMPORTANT
EASY VOTING OPTIONS:
VOTE ON THE INTERNET
Log on to:
www.proxy-direct.com
or scan the QR code
Follow the on-screen instructions
Available 24 hours
VOTE BY PHONE
Call 1-800-337-3503
Follow the recorded instructions
available 24 hours
VOTE BY MAIL
Vote, sign and date this Proxy Card
and return in the postage-paid
envelope
VOTE IN PERSON
Attend Shareholder Meeting
525 Market Street, 12th Floor
San Francisco, CA 94105
on August 8, 2022
Please detach at perforation before mailing.
PROXY
ALLSPRING INCOME OPPORTUNITIES FUND
PROXY FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON AUGUST 8, 2022
This Proxy is solicited on behalf of the Board of Trustees of the Allspring Income Opportunities Fund (the “Fund”) for the Annual Meeting of Shareholders. The undersigned, revoking any previously executed proxies, hereby appoints R. Matthew Prasse, Maureen E. Towle and Johanne F. Castro, or each of them acting individually, as proxies of the undersigned, each with full power of substitution, to represent and vote all of the common shares of the Fund that the undersigned would be entitled to vote at the 2022 Annual Meeting of Shareholders of the Fund to be held at the principal office of the Fund, 525 Market Street, 12th Floor, San Francisco, California 94105 on August 8, 2022, at 10:00 a.m., Pacific time, and at any and all adjournments thereof.
Receipt of the Notice of Meeting and the accompanying Proxy Statement, which describes the matters to be considered and voted on, is hereby acknowledged.
VOTE VIA THE TELEPHONE: 1-800-337-3503
VOTE VIA THE INTERNET: www.proxy-direct.com
EAD_32811_052322
UNLESS VOTING BY TELEPHONE OR INTERNET, PLEASE SIGN, DATE ON THE REVERSE SIDE AND MAIL THIS PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE.
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EVERY SHAREHOLDER’S VOTE IS IMPORTANT
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS AND IMPORTANT NOTICE REGARDING THE AVAILABILITY
OF PROXY MATERIALS FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON AUGUST 8, 2022:
You may obtain a copy of this proxy statement, the accompanying Notice of Annual Meeting of Shareholders, the
proxy card and the Annual Report of the Fund for the period ended April 30, 2022 without charge by visiting the following Website: https://www.proxy-direct.com/wfa-32811
PLEASE SIGN, DATE AND RETURN YOUR
PROXY TODAY
Please detach at perforation before mailing.
The Shares represented by this proxy will be voted as specified in the following Item 1, but if you return a signed proxy card and no choice is specified, they will be voted FOR the election of the three (3) persons named below as nominee Trustees under “Election of Trustees (Proposal 1).” If any nominee for any reason becomes unable to serve or is unwilling to serve or for good cause will not serve, the persons named as proxies on the other side of this proxy card will vote for the election of such other person or persons as they may consider qualified. The Board of Trustees has no reason to believe that any of the three (3) nominee Trustees will be unable or unwilling to serve.
If any other matters about which the Fund did not have timely notice properly come before the meeting, authorization is given to the proxy holders to vote in accordance with the views of management of the Fund.
TO VOTE MARK BLOCKS BELOW IN BLUE OR BLACK INK AS SHOWN IN THIS Example: X
A Proposal THE BOARD OF TRUSTEES OF THE FUND UNANIMOUSLY RECOMMENDS THAT YOU VOTE FOR THE ELECTION OF EACH NOMINEE AS A TRUSTEE.
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1. Election of Trustees:
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FOR ALL
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WITHHOLD ALL
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FOR ALL EXCEPT
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Nominees:
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01. Timothy J. Penny 02. James G. Polisson 03. Pamela Wheelock
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To withhold authority to vote for any individual nominee(s) mark the box “FOR ALL EXCEPT” and write the nominee number(s) on the line provided.
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2. To transact such other business as may properly come before the meeting or any adjournment thereof
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B Authorized Signatures - This section must be completed for your vote to be counted.- Sign and Date Below
Note: Please sign exactly as your name(s) appear(s) on this proxy card, and date it. When shares are held jointly, each holder should sign. When signing as attorney, executor, administrator, trustee, officer of corporation or other entity or in another representative capacity, please give the full title under the signature.
___________________________________________________
Date (mm/dd/yyyy) - Please print date below
___________________________________________________
Signature 1 - Please keep signature within the box
___________________________________________________
Signature 2 - Please keep signature within the box
Scanner bar code
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