ITEM 7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES
PROXY VOTING POLICIES AND PROCEDURES EFFECTIVE
November 2021
The Multi-Sector Income
Fund has adopted policies and procedures (“Fund Proxy Voting Procedures”) that are used to determine how to vote proxies relating to portfolio securities held by the Fund. The Fund Proxy Voting Procedures are designed to ensure that
proxies are voted in the best interests of Fund shareholders, without regard to any relationship that any affiliated person of a Fund (or an affiliated person of such affiliated person) may have with the issuer of the security and with the goal of
maximizing value to shareholders consistent with governing laws and the investment policies of the Fund. While securities are not purchased to exercise control or to seek to effect corporate change through share ownership activism, the Fund supports
sound corporate governance practices within companies in which it invests. The Board of the Fund has delegated the responsibility for voting proxies relating to the Fund’s portfolio securities to Allspring Funds Management. Allspring Funds
Management utilizes the Allspring Global Investments Proxy Voting Policies and Procedures, included below, to ensure that proxies relating to the Fund’s portfolio securities are voted in shareholders’ best interests.
Allspring Global Investments (Allspring) Stewardship
As fiduciaries, we are committed to effective stewardship of the assets we manage on behalf of our clients. To us, good stewardship reflects responsible,
active ownership and includes both engaging with investee companies and voting proxies in a manner that we believe will maximize the long-term value of our investments.
Scope of Policies and Procedures
In conjunction with the
Allspring Engagement Policy, these Proxy Voting Policies and Procedures (“Policies and Procedures”) set out how Allspring complies with applicable regulatory requirements in respect of how we exercise voting rights when we invest in shares
traded on a regulated market on behalf of a client.
With respect to client accounts of Allspring Funds Management, LLC (“Allspring Funds
Management”) this includes, among others, Allspring Funds Trust, Allspring Master Trust, Allspring Variable Trust, Allspring Global Dividend Opportunity Fund, Allspring Income Opportunities Fund, Allspring Multi-Sector Income Fund, and
Allspring Utilities and High Income Fund (the “Trusts”). It also includes Allspring (Lux) Worldwide Fund and Worldwide Alternative Fund SICAV-SIF, both domiciled in Luxembourg (the “Luxembourg
Funds”). Aside from the investment funds managed by Allspring Funds Management, Allspring also offers medium term note programs, managed for issuers of such notes domiciled in Luxembourg. Hereafter, all series of the Trusts, and all such Trusts
not having separate series, and all sub-funds of the Luxembourg Funds, as well as the MTN issuers, are referred to as the “Investment Products”. In addition, these Policies and Procedures are used to
determine how to vote proxies for the assets managed on behalf of Allspring’s other clients. Not all clients delegate proxy-voting authority to Allspring. Allspring will not vote proxies, or provide advice to clients on how to vote proxies in
the absence of specific delegation of authority, a pre-existing contractual agreement, or an obligation under applicable law (e.g., securities that are held in an investment advisory account for which
Allspring exercises no investment discretion are not voted by Allspring).
Luxembourg Products
Allspring Global Investments Luxembourg S.A. (“Allspring Luxembourg”) has delegated the portfolio management of the Luxembourg Funds it manages to
Allspring and the responsibility for exercising voting rights in conjunction with such delegation; as such, these Policies and Procedures shall apply to the portfolio management of the Allspring (Lux) Worldwide Fund. The respective portfolio
management may also delegate the responsibility for exercising voting rights to the Proxy Voting Vendor, with the prior consent of Allspring Luxembourg. Responsibility for exercising voting rights has also been delegated to Allspring with respect to
the Worldwide Alternative Fund SICAV-SIF and to the MTN issuers.
Voting Philosophy
Allspring has adopted these Policies and Procedures to ensure that proxies are voted in the best interests of clients and Investment Product investors, without
regard to any relationship that any affiliated person of Allspring or the Investment Product (or an affiliated person of such affiliated person) may have with the issuer. Allspring exercises its voting responsibility as a fiduciary with the goal of
maximizing value to clients consistent with governing laws and the investment policies of each client. While securities are not purchased to exercise control or to seek to effect corporate change through share ownership activism, Allspring supports
sound corporate governance practices at companies in which client assets are invested. Allspring has established an appropriate strategy determining when and how the voting rights related to the instruments held in portfolios managed are exercised,
so that these rights are exclusively reserved to the relevant Investment Product and its investors.
Proxy Administrator
The proxy voting process is administered by Allspring’s Operations Department (“Proxy Administrator”), who reports to Allspring’s Chief
Operations Officer. The Proxy Administrator is responsible for administering and overseeing the proxy voting process to ensure the implementation of the Policies and Procedures, including regular operational reviews, typically conducted on a weekly
basis. The Proxy Administrator monitors third party voting of proxies to ensure it is being done in a timely and responsible manner, including review of scheduled vendor reports. The Proxy Administrator in conjunction with the Allspring Proxy
Governance Committee reviews the continuing appropriateness of the Policies and Procedures set forth herein, and recommends revisions as necessary.
Third Party Proxy Voting Vendor
Allspring has retained a
third-party proxy voting service, Institutional Shareholder Services Inc. (“ISS”), to assist in the implementation of certain proxy voting-related functions including: 1.) Providing research on proxy matters 2.) Providing technology to
facilitate the sharing of research and discussions related to proxy votes 3.) Vote proxies in accordance with Allspring’s guidelines 4.) Handle administrative and reporting items 5.) Maintain records of proxy statements received in connection
with proxy votes and provide copies/analyses upon request. Except in instances where clients have retained voting authority, Allspring retains the responsibility for proxy voting decisions.
Proxy Committee
Allspring Proxy Governance Committee
The Allspring Proxy Governance Committee shall be responsible for overseeing the proxy voting process to ensure its implementation in conformance with
these Policies and Procedures. The Allspring Proxy Governance Committee shall coordinate with Allspring Compliance to monitor ISS, the proxy voting agent currently retained by Allspring, to determine that ISS is accurately applying the Policies and
Procedures as set forth herein and operates as an independent proxy voting agent. Allspring’s ISS Vendor Oversight process includes an assessment of ISS’ Policy and Procedures (“P&P”), including conflict controls and
monitoring, receipt and review of routine performance-related reporting by ISS to Allspring and periodic onsite due diligence meetings. Due diligence meetings typically include: meetings with key staff, P&P related presentations and discussions,
technology-related demonstrations and assessments, and some sample testing, if appropriate. The Allspring Proxy Governance Committee shall review the continuing appropriateness of the Policies and Procedures set forth
herein. The Allspring Proxy Governance Committee may delegate certain powers and responsibilities to proxy voting working groups. The Allspring Proxy Governance Committee reviews and, in accordance with these Policies
and Procedures, votes on issues that have been escalated from proxy voting working groups. Members of the Allspring Proxy Governance Committee also oversee the implementation of Allspring Proxy Governance Committee recommendations for the respective
functional areas in Allspring that they represent.
Proxy Voting Due Diligence Working Group
Among other delegated matters, the proxy voting Due Diligence Working Group (‘DDWG’) in accordance with these Policies and Procedures, reviews and
votes on routine proxy proposals that it considers under these Policies and Procedures in a timely manner. If necessary, the DDWG escalates issues to the Allspring Proxy Governance Committee that are determined to be material by the DDWG or
otherwise in accordance with these Policies and Procedures. The DDWG coordinates with Allspring’s Investment Analytics and Compliance teams to review the performance and independence of ISS in exercising its proxy voting responsibilities.
Meetings; Committee Actions
The Allspring Proxy Governance Committee shall convene or act through written consent, including through the use of electronic systems of record, of a majority
of Allspring Proxy Governance Committee members as needed and when discretionary voting determinations need to be considered. Any working group of the Allspring Proxy Governance Committee shall have the authority on matters delegated to it to act by
vote or written consent, including through the use of electronic systems of record, of a majority of the working group members available at that time. The Allspring Proxy Governance Committee shall also meet quarterly to review the Policies and
Procedures.
Membership
Members are selected based
on subject matter expertise for the specific deliverables the committee is required to complete. The voting members of the Allspring Proxy Governance Committee are identified in the Allspring Proxy Charter. Changes to the membership of the Allspring
Proxy Governance Committee will be made only with approval of the Allspring Proxy Governance Committee. Upon departure from Allspring Global Investments, a member’s position on the Allspring Proxy Governance Committee will automatically
terminate.
Voting Procedures
Unless otherwise
required by applicable law,1 proxies will be voted in accordance with the following steps and in the following order of consideration:
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1.
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First, any voting items related to Allspring
“Top-of-House” voting principles (as described below under the heading “Allspring Proxy Voting Principles/Guidelines”) will generally be voted in
accordance with a custom voting policy with ISS (“Custom Policy”) designed to implement the Allspring’s Top-of-House voting principles.2
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2.
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Second, any voting items for meetings deemed of “high importance”3 (e.g., proxy contests, mergers and acquisitions, capitalization proposals and anti-takeover proposals) where ISS opposes management recommendations will be referred to the Portfolio Management teams
for recommendation or the DDWG (or escalated to the Allspring Proxy Governance -Committee) for case-by-case review and vote determination.
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3.
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Third, with respect to any voting items where ISS Sustainability Voting Guidelines4 provide a different recommendation than ISS Standard Voting Guidelines, the following steps are taken:
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a.
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The Allspring Investment Analytics team5 evaluates the
matter for materiality and any other relevant considerations.
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b.
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If the Investment Analytics team recommends further review, the voting item is then referred to the Portfolio
Management teams for recommendation or the DDWG (or escalated to the Allspring Proxy Governance Committee) for case-by-case review and vote determination.
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1
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Where provisions of the Investment Company Act of 1940 (the “1940 Act”) specify the manner in which
items for any third party registered investment companies (e.g., mutual funds, exchange-traded funds and closed-end funds) and business development companies (as defined in Section 2(a)(48) of the 1940
Act) (“Third Party Fund Holding Voting Matters”) held by the Trusts or series thereof, Allspring shall vote the Third Party Fund Holding Voting Matter on behalf of the Trusts or series thereof accordingly.
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2
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The Allspring Proxy Governance Committee may determine that additional review of a Top-of-House voting matter is warranted. For example, voting matters for declassified boards or annual election of directors of public operating and holding companies that
have certain long-term business commitments (e.g., developing proprietary technology; or having an important strategic alliance in place) may warrant referral to the DDWG (or escalation to the Proxy Governance Committee) for case-by-case review and vote determination.
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3
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The term “high importance” is defined as those items designated Proxy Level 6, 5, or 4 by ISS,
which include proxy contests, mergers, capitalization proposals and anti-takeover defenses.
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4
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ISS’s Sustainability Voting Guidelines seeks to promote support for recognized global governing bodies
encouraging sustainable business practices advocating for stewardship of environment, fair labor practices, non-discrimination, and the protection of human rights.
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5
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The Investment Analytics team comprises of approximately 35 team members, focused on equity and fixed income
risk analytics, mutual fund risk analytics, counterparty risk analytics, model documentation, scientific learning and portfolio analytics (including portfolio characteristics, portfolio construction research, multi-asset class risk analytics, and
ESG analytics). The team and its processes serve a similar function as an investment risk committee and reports into the Allspring Chief Investment Officer(s).
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c.
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If the Investment Analytics team does not recommend further review, the matter is voted in accordance with ISS
Standard Voting Guidelines.
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4. Fourth, any remaining proposals are voted in accordance with ISS Standard Voting
Guidelines.6
Commitment to the Principles of Responsible Investment
As a signatory to the Principles for Responsible Investment, Allspring has integrated certain environmental, social, and governance factors into its investment
processes, which includes the proxy process. As described under Voting Procedures above, Allspring considers ISS’s Sustainability Voting Guidelines as a point of reference in certain cases deemed to be material to a company’s long-term
shareholder value.
Voting Discretion
In all cases,
the Allspring Proxy Governance Committee (and any working group thereof) will exercise its voting discretion in accordance with the voting philosophy of these Policies and Procedures. In cases where a proxy item is forwarded by ISS to the Allspring
Proxy Governance Committee or a working group thereof, the Allspring Proxy Governance Committee or its working group may be assisted in its voting decision through receipt of: (i) independent research and voting recommendations provided by ISS
or other independent sources; (ii) input from the investment sub-adviser responsible for purchasing the security; and (iii) information provided by company management and shareholder groups.
Portfolio Manager and Sub-Adviser Input
The Allspring Proxy Governance Committee (and any working group thereof) may consult with portfolio management teams and Fund
sub-advisers on specific proxy voting issues as it deems appropriate. In addition, portfolio management teams or Fund sub-advisers may proactively make recommendations
to the Allspring Proxy Governance Committee regarding any proxy voting issue. In this regard, the process takes into consideration expressed views of portfolio management teams and Fund sub-advisers given
their deep knowledge of investee companies. For any proxy vote, portfolio management teams and Investment Product advisers and sub-advisers may make a case to vote against the ISS or Allspring Proxy Governance
Committee’s recommendation (which is described under Voting Procedures above). Any portfolio management team’s or Investment Product adviser’s or sub-adviser’s opinion should be documented
in a brief write-up for consideration by the DDWG who will determine, or escalate to the Allspring Proxy Governance Committee, the final voting decision.
Consistent Voting
Proxies will be voted consistently on
the same matter when securities of an issuer are held by multiple client accounts unless there are special circumstances such as, for example, proposals concerning corporate actions such as mergers, tender offers, and acquisitions or as reasonably
necessary to implement specified proxy voting guidelines as established by a client (e.g. Taft Hartley ISS Guidelines or custom proxy guidelines).
Governance and Oversight
Allspring Top-of-House Proxy Voting Principles/Guidelines.
The following reflects
Allspring’s Top-of-House Voting Principles in effect as of the date of these Policies and Procedures. Allspring has put in place a custom voting policy with ISS to
implement these voting principles.
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6
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The voting of proxies for Taft Hartley clients may incorporate the use of ISS’s Taft Hartley voting
guidelines.
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We believe that Boards of Directors of investee companies should have strong, independent leadership and should
adopt structures and practices that enhance their effectiveness. We recognize that the optimal board size and governance structure can vary by company size, industry, region of operations, and circumstances specific to the company.
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We generally vote for the election of Directors in uncontested elections. We reserve the right to vote on a case-by-case basis when directors fail to meet their duties as a board member, such as failing to act in the best economic interest of shareholders; failing to maintain
independent audit, compensation, nominating committees; and failing to attend at least 75% of meetings, etc.
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We generally vote for an independent board that has a majority of outside directors who are not affiliated with
the top executives and have minimal or no business dealings with the company to avoid potential conflicts of interests.
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Generally speaking, we believe Directors serving on an excessive number of boards could result in time
constraints and an inability to fulfill their duties.
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We generally support adopting a declassified board structure for public operating and holding companies. We
reserve the right to vote on a case-by-case basis when companies have certain long-term business commitments.
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We generally support annual election of directors of public operating and holding companies. We reserve the
right to vote on a case-by-case basis when companies have certain long-term business commitments.
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We believe a well-composed board should embody multiple dimensions of diversity in order to bring personal and
professional experiences to bear and create a constructive debate of competing perspectives and opinions in the boardroom. Diversity should consider factors such as gender, ethnicity, and age as well as professional factors such as area of
expertise, industry experience and geographic location.
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We believe it is the responsibility of the Board of Directors to create,
enhance, and protect shareholder value and that companies should strive to maximize shareholder rights and representation.
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We believe that companies should adopt a one-share, one-vote standard and avoid adopting share structures that create unequal voting rights among their shareholders. We will normally support proposals seeking to establish that shareholders are entitled to voting
rights in proportion to their economic interests
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We believe that directors of public operating and holding companies be elected by a majority of the shares
voted. We reserve the right to vote on a case-by-case basis when companies have certain long-term business commitments. This ensures that directors of public operating
and holding companies who are not broadly supported by shareholders are not elected to serve as their representatives. We will normally support proposals seeking to introduce bylaws requiring a majority vote standard for director elections.
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We believe a simple majority voting standard should be required to pass proposals. We will normally support
proposals seeking to introduce bylaws requiring a simple majority vote.
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We believe that shareholders who own a meaningful stake in the company and have owned such stake for a
sufficient period of time should have, in the form of proxy access, the ability to nominate directors to appear on the management ballot at shareholder meetings. In general we support market-standardized proxy access proposals and we will analyze
them based on various criteria such as threshold ownership levels, a minimum holding period, and the % and/or number of directors that are subject to nomination.
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We believe that shareholders should have the right to call a special meeting and not wait for company
management to schedule a meeting if there is sufficiently high shareholder support for doing so on issues of substantial importance. In general we support the right to call a special meeting if there is balance between a reasonable threshold of
shareholders and a hurdle high enough to also avoid the waste of corporate resources for narrowly supported interests. We will evaluate the issues of importance on the basis of serving all shareholders well and not structured for the benefit of a
dominant shareholder over others.
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Practical Limitations to Proxy Voting
While Allspring uses its reasonable best efforts to vote proxies, in certain circumstances, it may be impractical or impossible for Allspring to vote proxies
(e.g., limited value or unjustifiable costs).
Securities on Loan
As a general matter, securities on loan will not be recalled to facilitate proxy voting (in which case the borrower of the security shall be entitled to vote
the proxy). However, as it relates to portfolio holdings of the Investment Products, if the Allspring Proxy Governance Committee is aware of an item in time to recall the security and has determined in good faith that the importance of the matter to
be voted upon outweighs the loss in lending revenue that would result from recalling the security (e.g., if there is a controversial upcoming merger or acquisition, or some other significant matter), the security will be recalled for voting.
Share Blocking
Proxy voting in certain countries
requires ‘share blocking’. Shareholders wishing to vote their proxies must deposit their shares with a designated depositary before the date of the meeting. Consequently, the shares may not be sold in the period preceding the proxy vote.
Absent compelling reasons, Allspring believes that the benefit derived from voting these shares is outweighed by the burden of limited trading. Therefore, if share blocking is required in certain markets, Allspring will not participate and will
refrain from voting proxies for those clients impacted by share blocking.
Conflicts of Interest
We always seek to place the interests of our clients first and to identify and manage any conflicts of interest, including those that arise from proxy voting
or engagement. Allspring acts as a fiduciary with respect to its asset management activities and therefore we must act in the best interest of our clients and address conflicts that arise.
Conflicts of interest are identified and managed through a strict and objective application of our voting policy and procedures. Allspring may have a conflict
of interest regarding a proxy to be voted upon if, for example, Allspring or its affiliates (such as a sub-adviser or principal underwriter) have other relationships with the issuer of the proxy. This type of
conflict is generally mitigated by the information barriers between Allspring and its affiliates and our commitment as a fiduciary to independent judgement. However, when the Allspring Proxy Governance Committee becomes aware of a conflict of
interest (that gets uncovered through the Allspring Proxy Voting Policy and Procedures), it takes additional steps to mitigate the conflict, by using any of the following methods:
1. Instructing ISS to vote in accordance with its recommendation;
2. Disclosing the conflict to the relevant Board and obtaining its consent before voting;
3. Submitting the matter to the relevant Board to exercise its authority to vote on such matter;
4. Engaging an independent fiduciary who will direct the vote on such matter,
5. Consulting with Legal and Compliance and, if necessary, outside legal counsel for guidance on resolving the conflict of interest,
6. Voting in proportion to other shareholders (“mirror voting”) following consultation with the Board of the Funds if the conflict
pertains to a matter involving a portfolio holding of the Funds; or
7. Voting in other ways that are consistent with Allspring’s
obligation to vote in the best interests of its clients.
Vendor Oversight
The Allspring Proxy Administrator monitors the ISS proxy process against specific criteria in order to identify potential issues relating to account
reconciliation, unknown and rejected ballot reviews, upcoming proxy reviews, share reconciliation oversight, etc. With respect to ISS’s management of its potential conflicts of interest with corporate issuers, ISS provides institutional clients
such as Allspring with its “Policy and disclosure of Significant ISS Relationships” and tools to provide transparency of those relationships.
Other Provisions
Policy Review and Ad Hoc Meetings
The Allspring Proxy Governance Committee meets at least annually to review this Policy and consider any appropriate changes. Meetings may be convened
more frequently (for example, to discuss a specific proxy agenda or proposal) as requested by the Manager of Proxy Administrator, any member of the Allspring Proxy Governance Committee, or Allspring’s Chief Compliance Officer. The Allspring
Proxy Governance Committee includes representation from Portfolio Management, Operations, Investment Analytics and, in a non-voting consultative capacity, Compliance.
Records Retention
The Allspring Proxy Administrator will
maintain the following records relating to the implementation of the Policies and Procedures:
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A copy of these proxy voting policies and procedures;
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Proxy statements received for client securities (which will be satisfied by relying on ISS);
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Records of votes cast on behalf of Investment Products and separate account clients (which ISS maintains on
behalf of Allspring);
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Records of each written client request for proxy voting records and Allspring’s written response to any
client request (written or oral) for such records; and
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Any documents prepared by Allspring or ISS that were material to making a proxy voting decision.
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Such proxy voting books and records shall be maintained at an office of Allspring in an easily accessible place for a period of six
years.
Compliance with Regional Regulations and Client Delegation Arrangements
U.S. Regulation
These Policies and Procedures have been
written in compliance with Rule 206(4)-6 of the Investment Advisers Act of 1940. Proxy voting records for Allspring’s mutual funds are disclosed on Form N-PX
annually, as required by Section 30 and Rule 30b1-4 of the Investment Company Act of 1940, to the Securities and Exchange Commission (“SEC”).
E.U. Regulation
These Policies and Procedures have been
established, implemented and maintained, as they apply to Allspring Luxembourg and Allspring Global Investments (UK) Limited, in accordance the EU Shareholder Rights Directive II (EU 2017/828) (SEF II). Specific to Allspring Luxembourg, the Policies
and Procedures also comply with Article 23 of CSSF Regulation No. 10-4, and the CSSF Circular 18/698.
Disclosure of policies and procedures
A summary of the
proxy voting policy and procedures are disclosed on Allspring’s website. In addition, Allspring will disclose to its separate clients (i.e. proxy votes for assets managed on behalf of Allspring’s other clients as per a delegation
arrangement) a summary description of its proxy voting policy and procedures via mail.
Disclosure of proxy voting results
Allspring will provide to clients proxy statements and any records as to how Allspring voted proxies on behalf of clients, quarterly or upon request. For
assistance, clients may contact their relationship manager, call Allspring at 1-800-259-3305 or
e-mail: allspring.clientadministration@asllspring-global.com to request a record of proxies voted on their behalf.
Allspring will publish high-level proxy voting statistics in periodic reports. However, except as otherwise required by law, Allspring has a general policy of
not disclosing to any issuer specific or third party how its separate account client proxies are voted.
Approved by the Allspring Proxy Governance
Committee: November 2021
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ITEM 8.
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PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES
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PORTFOLIO MANAGERS
Christopher Y.
Kauffman, CFA
Christopher Kauffman is a senior portfolio manager for the Multi-Sector Fixed Income - Plus and High Yield team. Previously, Christopher
was with the Tattersall Advisory Group, where he served in a similar role. He began his investment industry career as an investment officer for NISA Investment Advisors, where he was responsible for mortgage-backed securities analysis, risk
assessment, and trading. He earned a bachelor’s degree in finance and economics and a master’s degree in business administration with an emphasis in finance from Washington University in St. Louis. He has earned the right to use the
Chartered Financial Analyst® (CFA®) designation and is a member of CFA Society St. Louis and CFA Institute.
Peter Wilson
Peter Wilson is managing director,
portfolio manager and head of the Global Fixed Income team. His responsibilities include macro-portfolio allocation, portfolio positioning, and risk management. Previously, Peter was with Evergreen Investments, where he served in a similar role
since 1992. Before that, he served as treasurer and portfolio manager for Axe-Houghton, vice president at Bankers Trust in London and New York, and portfolio manager at Merchant Bankers Kleinwort Benson Ltd.
Peter began his investment industry career in 1978 at international stockbrokers James Capel & Co. He was educated in Canada, Hong Kong, and England.
Michael Lee
Michael Lee is a portfolio manager and head
of trading with the Global Fixed Income team. His responsibilities include the day-to-day management and implementation of portfolio strategies. Previously, Michael was
with Evergreen Investments, where he served in a similar role since 1992. Prior to this, he worked at Northern Trust Co. Earlier, he held investment positions at JPMorgan Chase and National Westminster Bank. Michael began his investment industry
career in 1982. He is a member of the U.K. Society of Investment Professionals.
Alex Perrin
Alex Perrin is head of investments and portfolio manager of the Global Fixed Income team. His responsibilities include developing investment strategies,
macro-portfolio allocation, portfolio positioning, and risk management. He joined the firm in 1992. Alex earned a bachelor’s degree in mathematics and computer science from Hull University in the U.K. He is a member of the Society of Technical
Analysts and an Associate Member of the U.K. Society of Investment Professionals.
Lauren van Biljon, CFA
Lauren van Biljon is a portfolio manager with the Global Fixed Income team. Her responsibilities include macro-portfolio allocation, portfolio positioning, and
risk management. Previously, Lauren was with Evergreen Investments. Prior to this, she served as an emerging markets analyst with 4Cast Ltd., where she began her investment industry career in 2007. She earned a bachelor’s degree in economics
from the University of Cape Town, South Africa, and a master’s degree in economics from the University of Edinburgh, U.K. Lauren has earned the right to use the Chartered Financial
Analyst® (CFA®) designation and is a member of the Society of Technical Analysts (STA). She earned a bachelor’s degree in
economics from the University of Cape Town and a master’s degree in economics from the University of Edinburgh. She has earned the right to use the Chartered Financial Analyst® (CFA®) designation and is a member of the Society of Technical Analysts.
Chris Lee, CFA
Chris Lee is a senior portfolio manager on the Multi-Sector Fixed Income - Plus and High Yield team. Previously, Chris served as head of high yield trading for
the U.S. High Yield Fixed Income team since 2012. Prior to this he was with Silver Lake Credit where he served as a managing director, portfolio manager, and head of trading. Before joining Silver Lake in 2007, Chris was a senior research analyst
with Wells Fargo’s Proprietary Investments Group. Chris earned a bachelor’s degree in political science from University of California, Irvine, where he graduated magna cum laude. He also earned a master’s degree in business
administration from the Graduate School of Management at the University of California, Davis. Chris is a graduate of Wells Fargo’s Credit Management Training Program and has earned the right to use the Chartered Financial Analyst® (CFA®) designation.
Michael J.
Schueller, CFA
Michael (Mike) Schueller is a portfolio manager and research analyst for the Multi-Sector Fixed Income - Plus and High Yield team.
Previously, Mike was a senior investment research analyst. Prior to that, he was with Strong Capital Management in a similar position. He rejoined Strong after leaving to start a trust department for Community Bank & Trust in Sheboygan,
Wisconsin. Mike first joined Strong as associate counsel in the legal department. Prior to this, he practiced law with Reinhart, Boerner, Van Deuren, Norris & Rieselbach, S.C., in Milwaukee, specializing in corporate reorganizations,
mergers, and acquisitions. He earned a bachelor’s degree in economics from the University of Minnesota and a law degree from the University of Wisconsin, Madison. Mike has earned the right to use the Chartered Financial Analyst® (CFA®) designation.
Noah Wise, CFA
Noah Wise is a senior portfolio manager for the Multi-Sector Fixed Income - Plus and High Yield team. Previously, Noah was a research analyst. Before
that, Noah worked as a lead market maker for Interactive Brokers. He began his investment industry career as an intern for Capital Financial Services. Noah earned a bachelor’s degree in finance and a master’s degree in business
administration with an emphasis in securities analysis from the University of Wisconsin, Madison. He has earned the right to use the Chartered Financial Analyst® (CFA®) designation.
OTHER FUNDS AND ACCOUNTS MANAGED
The following table provides information about the registered investment companies and other pooled investment vehicles and accounts managed by the portfolio
manager of the Fund as of the Fund’s most recent year ended October 31, 2021.
Christopher Y. Kauffman
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I manage the following types of accounts:
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Other Registered
Investment
Companies
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Other Pooled
Investment
Vehicles
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Other Accounts
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Number of above accounts
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4
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0
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3
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Total assets of above accounts (millions)
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$
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8,072.16
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$
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0
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$
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297.43
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performance based fee
accounts:
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I manage the following types of accounts:
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Other Registered
Investment
Companies
|
|
|
Other Pooled
Investment
Vehicles
|
|
|
Other Accounts
|
|
|
Number of above accounts
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
Total assets of above accounts (millions)
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
Chris Lee
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
I manage the following types of accounts:
|
|
Other Registered
Investment
Companies
|
|
|
Other Pooled
Investment
Vehicles
|
|
|
Other Accounts
|
|
|
Number of above accounts
|
|
|
3
|
|
|
|
0
|
|
|
|
0
|
|
|
Total assets of above accounts (millions)
|
|
$
|
1,924.10
|
|
|
$
|
0
|
|
|
$
|
0
|
|
performance based fee
accounts:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
I manage the following types of accounts:
|
|
Other Registered
Investment
Companies
|
|
|
Other Pooled
Investment
Vehicles
|
|
|
Other Accounts
|
|
|
Number of above accounts
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
Total assets of above accounts (millions)
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
Michael Lee
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
I manage the following types of accounts:
|
|
Other Registered
Investment
Companies
|
|
|
Other Pooled
Investment
Vehicles
|
|
|
Other Accounts
|
|
|
Number of above accounts
|
|
|
3
|
|
|
|
3
|
|
|
|
8
|
|
|
Total assets of above accounts (millions)
|
|
$
|
374.56
|
|
|
$
|
408.99
|
|
|
$
|
2,326.13
|
|
performance based fee
accounts:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
I manage the following types of accounts:
|
|
Other Registered
Investment
Companies
|
|
|
Other Pooled
Investment
Vehicles
|
|
|
Other Accounts
|
|
|
Number of above accounts
|
|
|
0
|
|
|
|
0
|
|
|
|
3
|
|
|
Total assets of above accounts (millions)
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
1,257.32
|
|
Alex Perrin
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
I manage the following types of accounts:
|
|
Other Registered
Investment
Companies
|
|
|
Other Pooled
Investment
Vehicles
|
|
|
Other Accounts
|
|
|
Number of above accounts
|
|
|
3
|
|
|
|
3
|
|
|
|
3
|
|
|
Total assets of above accounts (millions)
|
|
$
|
374.56
|
|
|
$
|
408.99
|
|
|
$
|
2,326.13
|
|
performance based fee
accounts:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
I manage the following types of accounts:
|
|
Other Registered
Investment
Companies
|
|
|
Other Pooled
Investment
Vehicles
|
|
|
Other Accounts
|
|
|
Number of above accounts
|
|
|
0
|
|
|
|
0
|
|
|
|
3
|
|
|
Total assets of above accounts (millions)
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
1,257.32
|
|
Michael J. Schueller
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
I manage the following types of accounts:
|
|
Other Registered
Investment
Companies
|
|
|
Other Pooled
Investment
Vehicles
|
|
|
Other Accounts
|
|
|
Number of above accounts
|
|
|
10
|
|
|
|
2
|
|
|
|
1
|
|
|
Total assets of above accounts (millions)
|
|
$
|
9,055.53
|
|
|
$
|
202.51
|
|
|
$
|
34.84
|
|
performance based fee
accounts:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
I manage the following types of accounts:
|
|
Other Registered
Investment
Companies
|
|
|
Other Pooled
Investment
Vehicles
|
|
|
Other Accounts
|
|
|
Number of above accounts
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
Total assets of above accounts (millions)
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
Lauren van Biljon
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
I manage the following types of accounts:
|
|
Other Registered
Investment
Companies
|
|
|
Other Pooled
Investment
Vehicles
|
|
|
Other Accounts
|
|
|
Number of above accounts
|
|
|
1
|
|
|
|
2
|
|
|
|
8
|
|
|
Total assets of above accounts (millions)
|
|
$
|
109.76
|
|
|
|
337.97
|
|
|
|
2587.14
|
|
performance based fee
accounts:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
I manage the following types of accounts:
|
|
Other Registered
Investment
Companies
|
|
|
Other Pooled
Investment
Vehicles
|
|
|
Other Accounts
|
|
|
Number of above accounts
|
|
|
0
|
|
|
|
0
|
|
|
|
3
|
|
|
Total assets of above accounts (millions)
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
1557.06
|
|
Peter Wilson
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
I manage the following types of accounts:
|
|
Other Registered
Investment
Companies
|
|
|
Other Pooled
Investment
Vehicles
|
|
|
Other Accounts
|
|
|
Number of above accounts
|
|
|
1
|
|
|
|
2
|
|
|
|
8
|
|
|
Total assets of above accounts (millions)
|
|
$
|
109.76
|
|
|
|
337.97
|
|
|
|
2587.14
|
|
performance based fee
accounts:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
I manage the following types of accounts:
|
|
Other Registered
Investment
Companies
|
|
|
Other Pooled
Investment
Vehicles
|
|
|
Other Accounts
|
|
|
Number of above accounts
|
|
|
0
|
|
|
|
0
|
|
|
|
3
|
|
|
Total assets of above accounts (millions)
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
1557.06
|
|
Noah Wise
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
I manage the following types of accounts:
|
|
Other Registered
Investment
Companies
|
|
|
Other Pooled
Investment
Vehicles
|
|
|
Other Accounts
|
|
|
Number of above accounts
|
|
|
5
|
|
|
|
4
|
|
|
|
7
|
|
|
Total assets of above accounts (millions)
|
|
$
|
6,539.19
|
|
|
$
|
2,587.78
|
|
|
$
|
845.79
|
|
performance based fee
accounts:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
I manage the following types of accounts:
|
|
Other Registered
Investment
Companies
|
|
|
Other Pooled
Investment
Vehicles
|
|
|
Other Accounts
|
|
|
Number of above accounts
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
Total assets of above accounts (millions)
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
MATERIAL CONFLICTS OF INTEREST
The Portfolio Managers face inherent conflicts of interest in their day-to-day
management of the Funds and other accounts because the Funds may have different investment objectives, strategies and risk profiles than the other accounts managed by the Portfolio Managers. For instance, to the extent that the Portfolio Managers
manage accounts with different investment strategies than the Funds, they may from time to time be inclined to purchase securities, including initial public offerings, for one account but not for a Fund. Additionally, some of the accounts managed by
the Portfolio Managers may have different fee structures, including performance fees, which are or have the potential to be higher or lower, in some cases significantly higher or lower, than the fees paid by the Funds. The differences in fee
structures may provide an incentive to the Portfolio Managers to allocate more favorable trades to the higher-paying accounts.
To minimize the effects of these inherent conflicts of interest, the
Sub-Advisers have adopted and implemented policies and procedures, including brokerage and trade allocation policies and procedures, that they believe address the potential conflicts associated with managing
portfolios for multiple clients and ensure that all clients are treated fairly and equitably. Additionally, some of the Sub-Advisers minimize inherent conflicts of interest by assigning the Portfolio Managers
to accounts having similar objectives. Accordingly, security block purchases are allocated to all accounts with similar objectives in proportionate weightings. Furthermore, the Sub-Advisers have adopted a Code
of Ethics under Rule 17j-1 of the 1940 Act and Rule 204A-1 under the Investment Advisers Act of 1940 (the “Advisers Act”) to address potential conflicts
associated with managing the Funds and any personal accounts the Portfolio Managers may maintain.
Allspring Investments
Allspring Investments’ Portfolio Managers often provide investment management for separate accounts advised in the same or similar investment style as
that provided to mutual funds. While management of multiple accounts could potentially lead to conflicts of interest over various issues such as trade allocation, fee disparities and research acquisition, Allspring Investments has implemented
policies and procedures for the express purpose of ensuring that clients are treated fairly and that potential conflicts of interest are minimized.
COMPENSATION
The Portfolio Managers were compensated by their
employing sub-adviser from the fees the Adviser paid the Sub-Adviser using the following compensation structure:
Allspring Investments Compensation.
The compensation
structure for Allspring Investments’ Portfolio Managers includes a competitive fixed base salary plus variable incentives (Allspring Investments utilizes investment management compensation surveys as confirmation). Incentive bonuses are
typically tied to pretax relative investment performance of all accounts under his or her management within acceptable risk parameters. Relative investment performance is generally evaluated for 1, 3, and 5 year performance results, with a
predominant weighting on the 3- and 5- year time periods, versus the relevant benchmarks and/or peer groups consistent with the investment style. This evaluation takes
into account relative performance of the accounts to each account’s individual benchmark and/or the relative composite performance of all accounts to one or more relevant benchmarks consistent with the overall investment style. In the case of
each Fund, the benchmark(s) against which the performance of the Fund’s portfolio may be compared for these purposes generally are indicated in the Performance” sections of the Prospectuses.
Allspring Investments’ investment incentive program plays an important role in aligning the interests of our portfolio managers, investment team members,
clients, and shareholders. Incentive awards for portfolio managers are determined based on a review of relative investment and business/team performance. Investment performance is generally evaluated for 1, 3, and 5 year performance results, with a
predominant weighting on the 3- and 5- year time periods, versus the relevant benchmarks and/or peer groups consistent with the investment style. Once determined,
incentives are awarded to portfolio managers annually, with a portion awarded as annual cash and a portion awarded as long term incentive. The long term portion of incentives generally carry a pro-rated
vesting schedule over a three year period. For many of our portfolio managers, Allspring Investments further requires a portion of their annual long-term award be allocated directly into each strategy they manage through a deferred compensation
vehicle. In addition, our investment team members who are eligible for long term awards also have the opportunity to invest up to 100% of their awards into investment strategies they support (through a deferred compensation vehicle).
BENEFICIAL OWNERSHIP OF THE FUND
The following table shows for each Portfolio Manager the dollar value of the Fund beneficially owned by the Portfolio Manager as of October 31, 2021:
|
|
|
|
|
|
|
Christopher Y. Kauffman,
|
|
none
|
|
|
|
Chris Lee,
|
|
|
|
$100,001 to 500,000
|
|
Michael Lee
|
|
|
|
none
|
|
Alex Perrin
|
|
|
|
None
|
|
Michael J. Schueller
|
|
|
|
none
|
|
Lauren van Biljon
|
|
none
|
|
|
|
Peter Wilson
|
|
|
|
none
|
|
Noah Wise,
|
|
|
|
none
|
|
ITEM 9.
|
PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT
COMPANY AND AFFILIATED PURCHASERS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(a)
|
|
|
(b)
|
|
|
(c)
|
|
|
(d)
|
|
|
Period
|
|
Total Number
of Shares
Purchased
|
|
|
Average Price Paid
per Share
|
|
|
Total Number
of Shares
Purchased as
Part of
Publicly
Announced
Plans or
Programs
|
|
|
Maximum
Number of
Shares that
May Yet Be
Purchased
Under the
Plans or
Programs
|
|
|
11/1/2020 to 11/30/2020
|
|
|
256,377
|
|
|
|
11.39
|
|
|
|
256,377
|
|
|
|
2,551,709
|
|
|
12/1/2020 to 12/31/2020
|
|
|
64,489
|
|
|
|
12.00
|
|
|
|
64,489
|
|
|
|
2,487,220
|
|
|
1/1/2021 to 1/31/2021
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
2,808,086
|
|
|
2/1/2021 to 2/28/2021
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
2,808,086
|
|
|
3/1/2021 to 3/31/2021
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
2,808,086
|
|
|
4/1/2021 to 4/30/2021
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
2,808,086
|
|
|
5/1/2021 to 5/31/21
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
2,808,086
|
|
|
6/1/2021 to 6/30/21
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
2,808,086
|
|
|
7/1/2021 to 7/31/21
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
2,808,086
|
|
|
8/1/2021 to 8/31/21
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
2,808,086
|
|
|
9/1/2021 to 9/30/21
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
2,808,086
|
|
|
10/1/2021 to 10/31/21
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
2,808,086
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
320,866
|
|
|
|
11.51
|
|
|
|
320,866
|
|
|
|
2,808,086
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
On November 12, 2021, the Fund announced a renewal of its open-market share repurchase program (the
“Buyback Program”). Under the renewed Buyback Program, the Fund may repurchase up to 10% of its outstanding shares in open market transactions during the period beginning on January 1, 2022 and ending on December 31, 2022. The
Fund’s Board of Trustees has delegated to Allspring Funds Management, LLC, the Fund’s adviser, discretion to administer the Buyback Program, including the determination of the amount and timing of repurchases in accordance with the best
interests of the Fund and subject to applicable legal limitations.
|
ITEM 10.
|
SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
|
There have been no material changes to the procedures by which shareholders may recommend nominees to the registrant’s Board of Trustees that have been
implemented since the registrant’s last provided disclosure in response to the requirements of this Item.