10/30/2024 | Press release | Distributed by Public on 10/30/2024 11:40
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-CSR
CERTIFIED SHAREHOLDER REPORT OF REGISTERED
MANAGEMENT INVESTMENT COMPANIES
Investment Company Act file number: 811-21507
Allspring Utilities and High Income Fund
(Exact name of registrant as specified in charter)
1415 Vantage Park Drive, 3rd Floor, Charlotte, NC 28203
(Address of principal executive offices) (Zip code)
Matthew Prasse
Allspring Funds Management, LLC
1415 Vantage Park Drive, 3rd Floor, Charlotte, NC 28203
(Name and address of agent for service)
Registrant's telephone number, including area code: 800-222-8222
Date of fiscal year end: August 31
Date of reporting period: August 31, 2024
ITEM 1. REPORT TO STOCKHOLDERS
Managed Distribution Plan
|
Pursuant to an exemptive order issued by the Securities and Exchange Commission ("Order"), the Fund is authorized to
distribute long-term capital gains to shareholders more frequently than once per year. Pursuant to the Order, the Fund's
Board of Trustees approved a Managed Distribution Plan ("MDP") for the Fund pursuant to which the Fund makes monthly
cash distributions to common shareholders, stated in terms of a fixed amount per common share.
|
The Fund's Board has adopted a managed distribution plan for the Fund at an annual minimum fixed rate of 7% based on
the Fund's average monthly NAV per share over the prior 12 months. The Fund makes distributions monthly. You should not
draw any conclusions about the Fund's investment performance from the amount of these distributions or from the terms
of the MDP. The MDP will be subject to regular periodic review by the Board and the Board may amend or terminate the
MDP at any time without prior notice to Fund shareholders. However, at this time there are no reasonably foreseeable
circumstances that might cause the termination of the MDP.
|
The Fund may distribute more than its income and net realized capital gains and, therefore, a portion of your distribution
may be a return of capital. A return of capital may occur, for example, when some or all of the money that you invested in
the Fund is paid back to you. A return of capital distribution does not necessarily reflect the Fund's investment performance
and should not be confused with 'yield' or 'income'.
|
With each distribution, the Fund will issue a notice to shareholders and a press release containing information about the
amount and sources of the distribution and other related information. The amounts and sources of distributions reported in
the notice and press release are only estimates and are not provided for tax reporting purposes. The actual amounts and
sources of the amounts for tax reporting purposes will depend upon the Fund's investment experience during its fiscal year
and may be subject to changes based on tax regulations. The Fund will send you a Form 1099-DIV for the calendar year that
will tell you how to report these distributions for federal income tax purposes.
|
Notice to Shareholders
|
On November 15, 2023, 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 5% of its outstanding shares in open
market transactions during the period beginning on January 1, 2024 and ending on December 31, 2024. 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.
|
Performance highlights
|
2
|
Objective, strategies and risks
|
8
|
Portfolio of investments
|
14
|
Financial statements
|
|
Statement of assets and liabilities
|
26
|
Statement of operations
|
27
|
Statement of changes in net assets
|
28
|
Statement of cash flows
|
29
|
Financial highlights
|
30
|
Notes to financial statements
|
31
|
Report of independent registered public accounting firm
|
36
|
Other information
|
37
|
Automatic dividend reinvestment plan
|
44
|
Investment objective
|
The Fund seeks a high level of current income and moderate capital growth, with an emphasis on providing
tax-advantaged dividend income.
|
Strategy summary
|
The Fund allocates its assets between two separate investment strategies, or sleeves. Under normal market
conditions, the Fund will allocate approximately 70% of its total assets to a sleeve that places a focus on
common, preferred and convertible preferred stocks of utility companies and approximately 30% of its
total assets to a sleeve of U.S. dollar denominated below investment grade (high yield) debt.
|
Adviser
|
Allspring Funds Management, LLC
|
Subadviser
|
Allspring Global Investments, LLC
|
Portfolio managers
|
Chris Lee, CFA, Kent Newcomb, CFA, Michael J. Schueller, CFA, Andy Smith, CFA†
|
Average annual total returns (%) as of August 31, 20241
|
|||
1 year
|
5 year
|
10 year
|
|
Based on market value
|
20.63
|
3.69
|
5.69
|
Based on net asset value (NAV)
|
23.00
|
6.24
|
6.14
|
ERH Blended Index (Strategy Benchmark)2
|
21.74
|
6.78
|
8.21
|
Russell 3000® Index (Regulatory Benchmark)3
|
26.14
|
15.19
|
12.36
|
1
|
Total returns based on market value are calculated assuming a purchase of common stock on the first day and a sale on the last day of the period reported. Total returns
based on NAV are calculated based on the NAV at the beginning of the period and at the end of the period. Dividends and distributions, if any, are assumed for the purposes
of these calculations to be reinvested at prices obtained under the Fund's Automatic Dividend Reinvestment Plan.
|
2
|
Source: Allspring Funds Management, LLC. The ERH Blended Index is weighted 70% in the S&P 500 Utilities Index and 30% in the ICE BofA U.S. High Yield Constrained
Index. Effective October 15, 2019, the ERH Blended Index changed the high yield component of the index from the ICE BofA U.S. High Yield Index to the ICE BofA U.S. High
Yield Constrained Index in order to better match the Fund's investment strategy. Copyright 2024. ICE Data Indices, LLC. All rights reserved. You cannot invest directly in an
index.
|
3
|
The Russell 3000® Index measures the performance of the 3,000 largest U.S. companies based on total market capitalization, which represents approximately 98% of the
investable U.S. equity market. You cannot invest directly in an index.
|
†
|
Mr. Smith became a portfolio manager of the Fund on January 24, 2024.
|
CFA® and Chartered Financial Analyst® are trademarks owned by CFA Institute.
|
Growth of $10,000 investment as of August 31, 20241
|
1
|
The chart compares the performance of the Fund for the most recent ten years with the ERH Blended Index and Russell 3000® Index. The chart assumes a hypothetical
investment of $10,000 investment and reflects all operating expenses of the Fund.
|
Comparison of NAV vs. market value1
|
1
|
This chart does not reflect any brokerage commissions charged on the purchase and sale of the Fund's common stock. Dividends and distributions paid by the Fund are
included in the Fund's average annual total returns but have the effect of reducing the Fund's NAV.
|
More detailed information about the Fund's investment objective, principal investment strategies and the principal risks associated with investing in the Fund can be found on page 8.
|
Ten largest holdings (%) as of August 31, 20241
|
|
NextEra Energy, Inc.
|
13.42
|
Southern Co.
|
5.84
|
Sempra Energy
|
5.37
|
Constellation Energy Corp.
|
5.30
|
American Electric Power Co., Inc.
|
5.29
|
Duke Energy Corp.
|
4.96
|
DTE Energy Co.
|
4.21
|
Public Service Enterprise Group, Inc.
|
3.76
|
CMS Energy Corp.
|
3.71
|
Atmos Energy Corp.
|
3.50
|
1
|
Figures represent the percentage of the Fund's net assets. Holdings are
subject to change and may have changed since the date specified.
|
Sector allocation as of August 31, 20241
|
1
|
Figures represent the percentage of the Fund's long-term investments.
Allocations are subject to change and may have changed since the date
specified.
|
Credit quality as of August 31, 20241
|
1
|
The credit quality distribution of portfolio holdings reflected in the chart is
based on ratings from Standard & Poor's, Moody's Investors Service,
and/or Fitch Ratings Ltd. Credit quality ratings apply to the underlying
holdings of the Fund and not to the Fund itself. The percentages of the
portfolio with the ratings depicted in the chart are calculated based on the
market value of fixed income securities held by the Fund. If a security was
rated by all three rating agencies, the middle rating was utilized. If rated by
two of the three rating agencies, the lower rating was utilized, and if rated
by one of the rating agencies, that rating was utilized. Standard & Poor's
rates the creditworthiness of bonds, ranging from AAA (highest) to D
(lowest). Ratings from A to CCC may be modified by the addition of a plus
(+) or minus (-) sign to show relative standing within the rating categories.
Standard & Poor's rates the creditworthiness of short-term notes from
SP-1 (highest) to SP-3 (lowest). Moody's rates the creditworthiness of
bonds, ranging from Aaa (highest) to C (lowest). Ratings Aa to B may be
modified by the addition of a number 1 (highest) to 3 (lowest) to show
relative standing within the ratings categories. Moody's rates the
creditworthiness of short-term U.S. tax-exempt municipal securities from
MIG 1/VMIG 1 (highest) to SG (lowest). Fitch rates the creditworthiness of
bonds, ranging from AAA (highest) to D (lowest). Credit quality distribution
is subject to change and may have changed since the date specified.
|
Geographic allocation as of August 31, 20241
|
1
|
Figures represent the percentage of the Fund's long-term investments.
Allocations are subject to change and may have changed since the date
specified.
|
Interest
rate
|
Maturity
date
|
Principal
|
Value
|
|||
Asset-backed securities: 0.04%
|
||||||
Frontier Issuer LLC Series 2024-1 Class C144A
|
11.16
%
|
6-20-2054
|
$
|
45,000
|
$46,292
|
|
Total asset-backed securities (Cost $45,000)
|
46,292
|
Shares
|
||||||
Common stocks: 85.92%
|
||||||
Communication services: 0.00%
|
||||||
Diversified telecommunication services: 0.00%
|
||||||
Intelsat Emergence SA♦†
|
9
|
0
|
||||
Utilities: 85.91%
|
||||||
Electric utilities: 49.07%
|
||||||
Alliant Energy Corp.
|
45,424
|
2,646,856
|
||||
American Electric Power Co., Inc.
|
57,353
|
5,751,359
|
||||
Constellation Energy Corp.
|
29,257
|
5,754,852
|
||||
Duke Energy Corp.
|
47,276
|
5,387,100
|
||||
Entergy Corp.
|
22,292
|
2,690,421
|
||||
Eversource Energy
|
22,708
|
1,533,471
|
||||
Exelon Corp.
|
98,588
|
3,755,217
|
||||
FirstEnergy Corp.
|
59,028
|
2,592,510
|
||||
NextEra Energy, Inc.
|
181,090
|
14,579,556
|
||||
Southern Co.
|
73,408
|
6,342,451
|
||||
Xcel Energy, Inc.
|
37,329
|
2,285,655
|
||||
53,319,448
|
||||||
Gas utilities: 3.50%
|
||||||
Atmos Energy Corp.
|
29,092
|
3,803,488
|
||||
Independent power and renewable electricity producers: 2.43%
|
||||||
AES Corp.
|
59,085
|
1,012,126
|
||||
Vistra Corp.
|
19,060
|
1,628,296
|
||||
2,640,422
|
||||||
Multi-utilities: 28.01%
|
||||||
Ameren Corp.
|
41,563
|
3,429,363
|
||||
CenterPoint Energy, Inc.
|
103,727
|
2,831,747
|
||||
CMS Energy Corp.
|
59,487
|
4,036,788
|
||||
Dominion Energy, Inc.
|
53,517
|
2,991,600
|
||||
DTE Energy Co.
|
36,603
|
4,576,107
|
||||
Public Service Enterprise Group, Inc.
|
50,674
|
4,091,926
|
||||
Sempra Energy
|
70,955
|
5,831,082
|
||||
WEC Energy Group, Inc.
|
28,511
|
2,652,378
|
||||
30,440,991
|
||||||
Water utilities: 2.90%
|
||||||
American Water Works Co., Inc.
|
22,022
|
3,151,789
|
Shares
|
Value
|
|||||
Investment Companies: 0.01%
|
||||||
Resolute Topco, Inc.‡†
|
2,068
|
$9,306
|
||||
Total common stocks (Cost $71,482,725)
|
93,365,444
|
Interest
rate
|
Maturity
date
|
Principal
|
||||
Corporate bonds and notes: 32.32%
|
||||||
Basic materials: 0.15%
|
||||||
Chemicals: 0.15%
|
||||||
SCIH Salt Holdings, Inc.144A
|
6.63
%
|
5-1-2029
|
$
|
165,000
|
157,901
|
|
Communications: 3.61%
|
||||||
Advertising: 0.54%
|
||||||
Clear Channel Outdoor Holdings, Inc.144A
|
7.50
|
6-1-2029
|
150,000
|
126,483
|
||
Clear Channel Outdoor Holdings, Inc.144A
|
9.00
|
9-15-2028
|
150,000
|
159,445
|
||
Outfront Media Capital LLC/Outfront Media Capital Corp.144A
|
4.63
|
3-15-2030
|
135,000
|
126,572
|
||
Outfront Media Capital LLC/Outfront Media Capital Corp.144A
|
7.38
|
2-15-2031
|
170,000
|
180,692
|
||
593,192
|
||||||
Internet: 0.76%
|
||||||
Arches Buyer, Inc.144A
|
4.25
|
6-1-2028
|
125,000
|
114,223
|
||
Arches Buyer, Inc.144A
|
6.13
|
12-1-2028
|
135,000
|
114,566
|
||
Cablevision Lightpath LLC144A
|
3.88
|
9-15-2027
|
135,000
|
126,696
|
||
Cablevision Lightpath LLC144A
|
5.63
|
9-15-2028
|
130,000
|
117,862
|
||
Match Group Holdings II LLC144A
|
5.63
|
2-15-2029
|
355,000
|
354,156
|
||
827,503
|
||||||
Media: 1.72%
|
||||||
CCO Holdings LLC/CCO Holdings Capital Corp.144A
|
4.25
|
1-15-2034
|
345,000
|
278,212
|
||
CCO Holdings LLC/CCO Holdings Capital Corp.144A
|
4.50
|
8-15-2030
|
450,000
|
401,313
|
||
CCO Holdings LLC/CCO Holdings Capital Corp.
|
4.50
|
5-1-2032
|
50,000
|
42,693
|
||
CCO Holdings LLC/CCO Holdings Capital Corp.144A
|
5.00
|
2-1-2028
|
25,000
|
24,090
|
||
CSC Holdings LLC144A
|
3.38
|
2-15-2031
|
140,000
|
90,026
|
||
CSC Holdings LLC144A
|
5.50
|
4-15-2027
|
100,000
|
81,589
|
||
Directv Financing LLC/Directv Financing Co-Obligor, Inc.144A
|
5.88
|
8-15-2027
|
90,000
|
87,148
|
||
DISH Network Corp.144A
|
11.75
|
11-15-2027
|
135,000
|
137,263
|
||
Nexstar Media, Inc.144A
|
5.63
|
7-15-2027
|
125,000
|
122,151
|
||
Paramount Global (3 Month LIBOR+3.90%)±
|
6.25
|
2-28-2057
|
50,000
|
43,168
|
||
Scripps Escrow II, Inc.144A
|
5.38
|
1-15-2031
|
235,000
|
105,591
|
||
Sirius XM Radio, Inc.144A
|
4.13
|
7-1-2030
|
260,000
|
233,371
|
||
Townsquare Media, Inc.144A
|
6.88
|
2-1-2026
|
220,000
|
219,580
|
||
1,866,195
|
||||||
Telecommunications: 0.59%
|
||||||
CommScope, Inc.144A
|
6.00
|
3-1-2026
|
320,000
|
308,000
|
||
Level 3 Financing, Inc.144A
|
3.63
|
1-15-2029
|
60,000
|
37,350
|
||
Level 3 Financing, Inc.144A
|
3.88
|
10-15-2030
|
60,000
|
40,828
|
Interest
rate
|
Maturity
date
|
Principal
|
Value
|
|||
Telecommunications(continued)
|
||||||
Level 3 Financing, Inc.144A
|
10.50
%
|
4-15-2029
|
$
|
180,000
|
$192,955
|
|
Viasat, Inc.144A
|
5.63
|
9-15-2025
|
60,000
|
59,402
|
||
638,535
|
||||||
Consumer, cyclical: 6.73%
|
||||||
Airlines: 0.51%
|
||||||
American Airlines, Inc./AAdvantage Loyalty IP Ltd.144A
|
5.50
|
4-20-2026
|
46,666
|
46,425
|
||
American Airlines, Inc./AAdvantage Loyalty IP Ltd.144A
|
5.75
|
4-20-2029
|
185,000
|
181,342
|
||
Hawaiian Airlines Pass-Through Certificates Series 2013-1 Class 1A
|
3.90
|
1-15-2026
|
49,014
|
47,749
|
||
Hawaiian Brand Intellectual Property Ltd./HawaiianMiles Loyalty
Ltd.144A
|
11.00
|
4-15-2029
|
275,875
|
280,786
|
||
556,302
|
||||||
Apparel: 0.25%
|
||||||
Crocs, Inc.144A
|
4.13
|
8-15-2031
|
95,000
|
85,388
|
||
Crocs, Inc.144A
|
4.25
|
3-15-2029
|
195,000
|
184,095
|
||
269,483
|
||||||
Auto manufacturers: 0.14%
|
||||||
Ford Motor Co.
|
4.75
|
1-15-2043
|
180,000
|
150,194
|
||
Auto parts & equipment: 0.57%
|
||||||
American Axle & Manufacturing, Inc.
|
5.00
|
10-1-2029
|
210,000
|
195,355
|
||
Cooper Tire & Rubber Co.
|
7.63
|
3-15-2027
|
107,000
|
108,604
|
||
ZF North America Capital, Inc.144A
|
6.75
|
4-23-2030
|
30,000
|
30,839
|
||
ZF North America Capital, Inc.144A
|
6.88
|
4-23-2032
|
270,000
|
280,536
|
||
615,334
|
||||||
Entertainment: 1.33%
|
||||||
CCM Merger, Inc.144A
|
6.38
|
5-1-2026
|
530,000
|
529,539
|
||
Churchill Downs, Inc.144A
|
6.75
|
5-1-2031
|
170,000
|
174,695
|
||
Cinemark USA, Inc.144A
|
5.25
|
7-15-2028
|
120,000
|
117,879
|
||
Cinemark USA, Inc.144A
|
7.00
|
8-1-2032
|
260,000
|
269,871
|
||
Live Nation Entertainment, Inc.144A
|
3.75
|
1-15-2028
|
140,000
|
132,642
|
||
Six Flags Entertainment Corp./Six Flags Theme Parks, Inc.144A
|
6.63
|
5-1-2032
|
220,000
|
226,441
|
||
1,451,067
|
||||||
Home builders: 0.26%
|
||||||
LGI Homes, Inc.144A
|
8.75
|
12-15-2028
|
150,000
|
159,818
|
||
Taylor Morrison Communities, Inc.144A
|
5.13
|
8-1-2030
|
60,000
|
59,294
|
||
Tri Pointe Homes, Inc.
|
5.70
|
6-15-2028
|
65,000
|
65,390
|
||
284,502
|
||||||
Leisure time: 1.11%
|
||||||
Carnival Holdings Bermuda Ltd.144A
|
10.38
|
5-1-2028
|
340,000
|
367,835
|
||
NCL Corp. Ltd.144A
|
5.88
|
2-15-2027
|
75,000
|
75,168
|
||
NCL Corp. Ltd.144A
|
7.75
|
2-15-2029
|
110,000
|
117,393
|
||
NCL Corp. Ltd.144A
|
8.13
|
1-15-2029
|
55,000
|
58,828
|
Interest
rate
|
Maturity
date
|
Principal
|
Value
|
|||
Leisure time(continued)
|
||||||
Sabre Global, Inc.144A
|
11.25
%
|
12-15-2027
|
$
|
350,000
|
$354,509
|
|
Viking Cruises Ltd.144A
|
7.00
|
2-15-2029
|
225,000
|
227,924
|
||
1,201,657
|
||||||
Retail: 2.56%
|
||||||
Bath & Body Works, Inc.144A
|
6.63
|
10-1-2030
|
135,000
|
136,687
|
||
Dave & Buster's, Inc.144A
|
7.63
|
11-1-2025
|
70,000
|
70,319
|
||
FirstCash, Inc.144A
|
4.63
|
9-1-2028
|
90,000
|
86,223
|
||
FirstCash, Inc.144A
|
6.88
|
3-1-2032
|
215,000
|
220,872
|
||
Gap, Inc.144A
|
3.88
|
10-1-2031
|
220,000
|
190,053
|
||
Group 1 Automotive, Inc.144A
|
6.38
|
1-15-2030
|
105,000
|
106,818
|
||
Kohl's Corp.
|
4.63
|
5-1-2031
|
235,000
|
194,152
|
||
Lithia Motors, Inc.144A
|
4.38
|
1-15-2031
|
195,000
|
179,615
|
||
Macy's Retail Holdings LLC144A
|
5.88
|
4-1-2029
|
125,000
|
122,428
|
||
Macy's Retail Holdings LLC144A
|
6.13
|
3-15-2032
|
240,000
|
229,570
|
||
Michaels Cos., Inc.144A
|
7.88
|
5-1-2029
|
190,000
|
111,230
|
||
NMG Holding Co., Inc./Neiman Marcus Group LLC144A
|
7.13
|
4-1-2026
|
130,000
|
130,944
|
||
PetSmart, Inc./PetSmart Finance Corp.144A
|
7.75
|
2-15-2029
|
260,000
|
256,002
|
||
Raising Cane's Restaurants LLC144A
|
9.38
|
5-1-2029
|
165,000
|
178,089
|
||
Sally Holdings LLC/Sally Capital, Inc.
|
6.75
|
3-1-2032
|
190,000
|
193,814
|
||
Sonic Automotive, Inc.144A
|
4.88
|
11-15-2031
|
155,000
|
141,940
|
||
Victra Holdings LLC/Victra Finance Corp.144A
|
7.75
|
2-15-2026
|
115,000
|
115,498
|
||
Walgreens Boots Alliance, Inc.
|
8.13
|
8-15-2029
|
115,000
|
115,198
|
||
2,779,452
|
||||||
Consumer, non-cyclical: 4.55%
|
||||||
Commercial services: 1.76%
|
||||||
Allied Universal Holdco LLC144A
|
7.88
|
2-15-2031
|
140,000
|
142,140
|
||
Allied Universal Holdco LLC/Allied Universal Finance Corp.144A
|
6.00
|
6-1-2029
|
195,000
|
173,566
|
||
Block, Inc.144A
|
6.50
|
5-15-2032
|
115,000
|
119,256
|
||
CoreCivic, Inc.
|
8.25
|
4-15-2029
|
395,000
|
416,692
|
||
GEO Group, Inc.
|
8.63
|
4-15-2029
|
270,000
|
280,091
|
||
GEO Group, Inc.
|
10.25
|
4-15-2031
|
265,000
|
279,968
|
||
Prime Security Services Borrower LLC/Prime Finance, Inc.144A
|
6.25
|
1-15-2028
|
165,000
|
164,369
|
||
Sotheby's/Bidfair Holdings, Inc.144A
|
5.88
|
6-1-2029
|
190,000
|
163,716
|
||
Upbound Group, Inc.144A
|
6.38
|
2-15-2029
|
180,000
|
175,580
|
||
1,915,378
|
||||||
Food: 0.35%
|
||||||
B&G Foods, Inc.144A
|
8.00
|
9-15-2028
|
360,000
|
374,269
|
||
Healthcare-services: 2.00%
|
||||||
CHS/Community Health Systems, Inc.144A
|
5.25
|
5-15-2030
|
145,000
|
130,012
|
||
CHS/Community Health Systems, Inc.144A
|
5.63
|
3-15-2027
|
125,000
|
120,968
|
||
CHS/Community Health Systems, Inc.144A
|
6.00
|
1-15-2029
|
10,000
|
9,487
|
||
CHS/Community Health Systems, Inc.144A
|
10.88
|
1-15-2032
|
160,000
|
173,203
|
||
Concentra Escrow Issuer Corp.144A
|
6.88
|
7-15-2032
|
175,000
|
183,066
|
||
DaVita, Inc.144A
|
6.88
|
9-1-2032
|
105,000
|
107,421
|
Interest
rate
|
Maturity
date
|
Principal
|
Value
|
|||
Healthcare-services(continued)
|
||||||
IQVIA, Inc.144A
|
6.50
%
|
5-15-2030
|
$
|
180,000
|
$186,746
|
|
ModivCare Escrow Issuer, Inc.144A
|
5.00
|
10-1-2029
|
200,000
|
143,094
|
||
MPH Acquisition Holdings LLC144A
|
5.50
|
9-1-2028
|
100,000
|
73,708
|
||
MPH Acquisition Holdings LLC144A
|
5.75
|
11-1-2028
|
225,000
|
99,827
|
||
Pediatrix Medical Group, Inc.144A
|
5.38
|
2-15-2030
|
270,000
|
258,195
|
||
Star Parent, Inc.144A
|
9.00
|
10-1-2030
|
185,000
|
197,493
|
||
Surgery Center Holdings, Inc.144A
|
7.25
|
4-15-2032
|
95,000
|
99,780
|
||
Tenet Healthcare Corp.
|
6.75
|
5-15-2031
|
380,000
|
393,954
|
||
2,176,954
|
||||||
Pharmaceuticals: 0.44%
|
||||||
AdaptHealth LLC144A
|
5.13
|
3-1-2030
|
255,000
|
233,153
|
||
Endo Finance Holdings, Inc.144A
|
8.50
|
4-15-2031
|
235,000
|
249,518
|
||
482,671
|
||||||
Energy: 5.62%
|
||||||
Energy-alternate sources: 0.31%
|
||||||
Enviva Partners LP/Enviva Partners Finance Corp.144A†
|
6.50
|
1-15-2026
|
635,000
|
174,625
|
||
TerraForm Power Operating LLC144A
|
4.75
|
1-15-2030
|
175,000
|
165,261
|
||
339,886
|
||||||
Oil & gas: 1.63%
|
||||||
Aethon United BR LP/Aethon United Finance Corp.144A
|
8.25
|
2-15-2026
|
195,000
|
197,697
|
||
California Resources Corp.144A
|
8.25
|
6-15-2029
|
185,000
|
190,814
|
||
Encino Acquisition Partners Holdings LLC144A
|
8.50
|
5-1-2028
|
235,000
|
242,246
|
||
Encino Acquisition Partners Holdings LLC144A
|
8.75
|
5-1-2031
|
150,000
|
159,337
|
||
Hilcorp Energy I LP/Hilcorp Finance Co.144A
|
6.00
|
2-1-2031
|
170,000
|
167,845
|
||
Hilcorp Energy I LP/Hilcorp Finance Co.144A
|
6.25
|
4-15-2032
|
30,000
|
29,898
|
||
Hilcorp Energy I LP/Hilcorp Finance Co.144A
|
8.38
|
11-1-2033
|
100,000
|
109,518
|
||
Kraken Oil & Gas Partners LLC144A
|
7.63
|
8-15-2029
|
60,000
|
61,838
|
||
Nabors Industries Ltd.144A
|
7.50
|
1-15-2028
|
190,000
|
187,029
|
||
Nabors Industries, Inc.144A
|
9.13
|
1-31-2030
|
240,000
|
257,182
|
||
Southwestern Energy Co.
|
8.38
|
9-15-2028
|
110,000
|
113,037
|
||
Talos Production, Inc.144A
|
9.00
|
2-1-2029
|
45,000
|
47,805
|
||
1,764,246
|
||||||
Oil & gas services: 0.80%
|
||||||
Archrock Partners LP/Archrock Partners Finance Corp.144A
|
6.63
|
9-1-2032
|
110,000
|
111,372
|
||
Bristow Group, Inc.144A
|
6.88
|
3-1-2028
|
475,000
|
475,505
|
||
Oceaneering International, Inc.
|
6.00
|
2-1-2028
|
280,000
|
283,656
|
||
870,533
|
||||||
Pipelines: 2.88%
|
||||||
Antero Midstream Partners LP/Antero Midstream Finance Corp.144A
|
6.63
|
2-1-2032
|
130,000
|
133,955
|
||
Buckeye Partners LP
|
5.85
|
11-15-2043
|
150,000
|
135,665
|
||
Buckeye Partners LP144A
|
6.88
|
7-1-2029
|
90,000
|
92,044
|
||
CQP Holdco LP/BIP-V Chinook Holdco LLC144A
|
5.50
|
6-15-2031
|
300,000
|
294,102
|
||
CQP Holdco LP/BIP-V Chinook Holdco LLC144A
|
7.50
|
12-15-2033
|
270,000
|
291,720
|
Interest
rate
|
Maturity
date
|
Principal
|
Value
|
|||
Pipelines(continued)
|
||||||
Energy Transfer LP (5 Year Treasury Constant Maturity+4.02%)±
|
8.00
%
|
5-15-2054
|
$
|
40,000
|
$42,558
|
|
Energy Transfer LP Series H (5 Year Treasury Constant
Maturity+5.69%)ʊ±
|
6.50
|
11-15-2026
|
70,000
|
69,449
|
||
Harvest Midstream I LP144A
|
7.50
|
9-1-2028
|
250,000
|
255,851
|
||
Harvest Midstream I LP144A
|
7.50
|
5-15-2032
|
125,000
|
131,407
|
||
Hess Midstream Operations LP144A
|
5.50
|
10-15-2030
|
80,000
|
79,257
|
||
Hess Midstream Operations LP144A
|
6.50
|
6-1-2029
|
40,000
|
41,272
|
||
Kinetik Holdings LP144A
|
5.88
|
6-15-2030
|
240,000
|
240,771
|
||
Prairie Acquiror LP144A
|
9.00
|
8-1-2029
|
180,000
|
188,269
|
||
Rockies Express Pipeline LLC144A
|
6.88
|
4-15-2040
|
285,000
|
276,249
|
||
Tallgrass Energy Partners LP/Tallgrass Energy Finance Corp.144A
|
6.00
|
12-31-2030
|
270,000
|
257,486
|
||
Venture Global Calcasieu Pass LLC144A
|
6.25
|
1-15-2030
|
100,000
|
103,971
|
||
Venture Global LNG, Inc.144A
|
8.38
|
6-1-2031
|
305,000
|
323,758
|
||
Venture Global LNG, Inc.144A
|
9.88
|
2-1-2032
|
155,000
|
172,205
|
||
3,129,989
|
||||||
Financial: 4.74%
|
||||||
Banks: 0.30%
|
||||||
Bank of America Corp. Series RR (5 Year Treasury Constant
Maturity+2.76%)ʊ±
|
4.38
|
1-27-2027
|
135,000
|
130,105
|
||
Citigroup, Inc. Series X (5 Year Treasury Constant Maturity+3.42%)ʊ±
|
3.88
|
2-18-2026
|
210,000
|
201,793
|
||
331,898
|
||||||
Diversified financial services: 2.25%
|
||||||
Aircastle Ltd. Series A (5 Year Treasury Constant
Maturity+4.41%)144Aʊ±
|
5.25
|
6-15-2026
|
285,000
|
280,013
|
||
Encore Capital Group, Inc.144A
|
9.25
|
4-1-2029
|
200,000
|
212,900
|
||
Jane Street Group/JSG Finance, Inc.144A
|
7.13
|
4-30-2031
|
125,000
|
131,280
|
||
Jefferies Finance LLC/JFIN Co-Issuer Corp.144A
|
5.00
|
8-15-2028
|
130,000
|
123,535
|
||
Jefferson Capital Holdings LLC144A
|
9.50
|
2-15-2029
|
105,000
|
111,758
|
||
Nationstar Mortgage Holdings, Inc.144A
|
6.50
|
8-1-2029
|
195,000
|
196,562
|
||
Nationstar Mortgage Holdings, Inc.144A
|
7.13
|
2-1-2032
|
155,000
|
160,553
|
||
Navient Corp.
|
5.00
|
3-15-2027
|
130,000
|
127,480
|
||
Navient Corp.
|
11.50
|
3-15-2031
|
75,000
|
84,184
|
||
OneMain Finance Corp.
|
9.00
|
1-15-2029
|
155,000
|
164,685
|
||
Oppenheimer Holdings, Inc.
|
5.50
|
10-1-2025
|
225,000
|
222,471
|
||
PRA Group, Inc.144A
|
5.00
|
10-1-2029
|
414,000
|
373,420
|
||
Rocket Mortgage LLC/Rocket Mortgage Co-Issuer, Inc.144A
|
4.00
|
10-15-2033
|
105,000
|
92,538
|
||
United Wholesale Mortgage LLC144A
|
5.50
|
4-15-2029
|
165,000
|
160,917
|
||
2,442,296
|
||||||
Insurance: 0.76%
|
||||||
AmWINS Group, Inc.144A
|
4.88
|
6-30-2029
|
85,000
|
81,028
|
||
AmWINS Group, Inc.144A
|
6.38
|
2-15-2029
|
115,000
|
117,912
|
||
AssuredPartners, Inc.144A
|
5.63
|
1-15-2029
|
150,000
|
143,350
|
||
BroadStreet Partners, Inc.144A
|
5.88
|
4-15-2029
|
130,000
|
123,726
|
||
HUB International Ltd.144A
|
5.63
|
12-1-2029
|
95,000
|
92,739
|
Interest
rate
|
Maturity
date
|
Principal
|
Value
|
|||
Insurance(continued)
|
||||||
HUB International Ltd.144A
|
7.25
%
|
6-15-2030
|
$
|
30,000
|
$31,327
|
|
HUB International Ltd.144A
|
7.38
|
1-31-2032
|
225,000
|
233,266
|
||
823,348
|
||||||
Investment Companies: 0.04%
|
||||||
Icahn Enterprises LP/Icahn Enterprises Finance Corp.
|
5.25
|
5-15-2027
|
45,000
|
43,488
|
||
REITS: 1.39%
|
||||||
Brandywine Operating Partnership LP
|
8.88
|
4-12-2029
|
190,000
|
206,482
|
||
Iron Mountain, Inc.144A
|
4.50
|
2-15-2031
|
185,000
|
173,665
|
||
Iron Mountain, Inc.144A
|
5.25
|
7-15-2030
|
315,000
|
307,045
|
||
Ladder Capital Finance Holdings LLLP/Ladder Capital Finance
Corp.144A
|
7.00
|
7-15-2031
|
220,000
|
228,740
|
||
Service Properties Trust
|
8.38
|
6-15-2029
|
305,000
|
302,088
|
||
Service Properties Trust144A
|
8.63
|
11-15-2031
|
275,000
|
294,175
|
||
1,512,195
|
||||||
Industrial: 3.27%
|
||||||
Aerospace/defense: 0.28%
|
||||||
Spirit AeroSystems, Inc.144A
|
9.75
|
11-15-2030
|
120,000
|
134,297
|
||
TransDigm, Inc.144A
|
6.63
|
3-1-2032
|
170,000
|
176,795
|
||
311,092
|
||||||
Building materials: 0.66%
|
||||||
Camelot Return Merger Sub, Inc.144A
|
8.75
|
8-1-2028
|
400,000
|
396,898
|
||
CP Atlas Buyer, Inc.144A
|
7.00
|
12-1-2028
|
85,000
|
73,190
|
||
Emerald Debt Merger Sub LLC144A
|
6.63
|
12-15-2030
|
240,000
|
245,768
|
||
715,856
|
||||||
Electrical components & equipment: 0.10%
|
||||||
WESCO Distribution, Inc.144A
|
6.63
|
3-15-2032
|
105,000
|
108,170
|
||
Hand/machine tools: 0.68%
|
||||||
Werner FinCo LP/Werner FinCo, Inc.144A
|
11.50
|
6-15-2028
|
290,000
|
319,454
|
||
Werner FinCo LP/Werner FinCo, Inc. (PIK at 5.75%)144A¥
|
14.50
|
10-15-2028
|
413,365
|
416,466
|
||
735,920
|
||||||
Machinery-diversified: 0.17%
|
||||||
Chart Industries, Inc.144A
|
7.50
|
1-1-2030
|
95,000
|
99,820
|
||
Chart Industries, Inc.144A
|
9.50
|
1-1-2031
|
75,000
|
81,459
|
||
181,279
|
||||||
Packaging & containers: 0.81%
|
||||||
Ardagh Metal Packaging Finance USA LLC/Ardagh Metal Packaging
Finance PLC144A
|
6.00
|
6-15-2027
|
155,000
|
154,546
|
||
Clydesdale Acquisition Holdings, Inc.144A
|
6.88
|
1-15-2030
|
60,000
|
60,221
|
||
Clydesdale Acquisition Holdings, Inc.144A
|
8.75
|
4-15-2030
|
210,000
|
209,530
|
||
Mauser Packaging Solutions Holding Co.144A
|
7.88
|
4-15-2027
|
80,000
|
82,714
|
||
Owens-Brockway Glass Container, Inc.144A
|
7.25
|
5-15-2031
|
155,000
|
156,841
|
Interest
rate
|
Maturity
date
|
Principal
|
Value
|
|||
Packaging & containers(continued)
|
||||||
Owens-Brockway Glass Container, Inc.144A
|
7.38
%
|
6-1-2032
|
$
|
110,000
|
$110,497
|
|
Sealed Air Corp./Sealed Air Corp. U.S.144A
|
7.25
|
2-15-2031
|
105,000
|
110,344
|
||
884,693
|
||||||
Transportation: 0.12%
|
||||||
Genesee & Wyoming, Inc.144A
|
6.25
|
4-15-2032
|
125,000
|
127,759
|
||
Trucking & leasing: 0.45%
|
||||||
AerCap Global Aviation Trust (U.S. SOFR 3 Month+4.56%)144A±
|
6.50
|
6-15-2045
|
105,000
|
104,671
|
||
Fortress Transportation & Infrastructure Investors LLC144A
|
5.50
|
5-1-2028
|
90,000
|
89,412
|
||
Fortress Transportation & Infrastructure Investors LLC144A
|
7.00
|
5-1-2031
|
205,000
|
214,726
|
||
Fortress Transportation & Infrastructure Investors LLC144A
|
7.00
|
6-15-2032
|
80,000
|
83,695
|
||
492,504
|
||||||
Technology: 1.80%
|
||||||
Computers: 0.46%
|
||||||
Insight Enterprises, Inc.144A
|
6.63
|
5-15-2032
|
180,000
|
186,320
|
||
McAfee Corp.144A
|
7.38
|
2-15-2030
|
100,000
|
95,925
|
||
Seagate HDD Cayman
|
8.50
|
7-15-2031
|
205,000
|
222,932
|
||
505,177
|
||||||
Office/business equipment: 0.16%
|
||||||
Zebra Technologies Corp.144A
|
6.50
|
6-1-2032
|
165,000
|
170,476
|
||
Software: 1.18%
|
||||||
AthenaHealth Group, Inc.144A
|
6.50
|
2-15-2030
|
275,000
|
263,097
|
||
Cloud Software Group, Inc.144A
|
6.50
|
3-31-2029
|
235,000
|
231,650
|
||
Cloud Software Group, Inc.144A
|
8.25
|
6-30-2032
|
175,000
|
183,231
|
||
Cloud Software Group, Inc.144A
|
9.00
|
9-30-2029
|
305,000
|
306,971
|
||
Rocket Software, Inc.144A
|
9.00
|
11-28-2028
|
170,000
|
176,363
|
||
SS&C Technologies, Inc.144A
|
6.50
|
6-1-2032
|
115,000
|
118,703
|
||
1,280,015
|
||||||
Utilities: 1.85%
|
||||||
Electric: 1.85%
|
||||||
Edison International (5 Year Treasury Constant Maturity+3.86%)±
|
8.13
|
6-15-2053
|
160,000
|
167,994
|
||
EUSHI Finance, Inc. (5 Year Treasury Constant Maturity+3.14%)144A±
|
7.63
|
12-15-2054
|
145,000
|
150,278
|
||
NextEra Energy Operating Partners LP144A
|
4.25
|
9-15-2024
|
2,000
|
1,983
|
||
NextEra Energy Operating Partners LP144A
|
7.25
|
1-15-2029
|
205,000
|
214,629
|
||
Pattern Energy Operations LP/Pattern Energy Operations, Inc.144A
|
4.50
|
8-15-2028
|
380,000
|
365,423
|
||
PG&E Corp.
|
5.25
|
7-1-2030
|
435,000
|
425,901
|
||
Sempra (5 Year Treasury Constant Maturity+2.87%)±
|
4.13
|
4-1-2052
|
225,000
|
209,314
|
||
Vistra Corp. (5 Year Treasury Constant Maturity+5.74%)144Aʊ±
|
7.00
|
12-15-2026
|
185,000
|
186,982
|
||
Vistra Corp. Series C (5 Year Treasury Constant
Maturity+5.05%)144Aʊ±
|
8.88
|
1-15-2029
|
110,000
|
116,774
|
||
Vistra Operations Co. LLC144A
|
7.75
|
10-15-2031
|
160,000
|
170,243
|
||
2,009,521
|
||||||
Total corporate bonds and notes (Cost $34,825,627)
|
35,120,930
|
Interest
rate
|
Maturity
date
|
Principal
|
Value
|
|||
Loans: 2.21%
|
||||||
Communications: 0.16%
|
||||||
Media: 0.16%
|
||||||
CSC Holdings LLC (U.S. SOFR 1 Month+4.50%)±
|
9.84
%
|
1-18-2028
|
$
|
45,000
|
$42,862
|
|
Hubbard Radio LLC (U.S. SOFR 1 Month+4.50%)±
|
9.75
|
9-30-2027
|
171,830
|
136,708
|
||
179,570
|
||||||
Consumer, cyclical: 0.55%
|
||||||
Airlines: 0.06%
|
||||||
SkyMiles IP Ltd. (U.S. SOFR 3 Month+3.75%)±
|
9.03
|
10-20-2027
|
66,296
|
67,679
|
||
Auto parts & equipment: 0.13%
|
||||||
First Brands Group LLC (U.S. SOFR 3 Month+5.00%)±
|
10.25
|
3-30-2027
|
144,460
|
142,518
|
||
Housewares: 0.08%
|
||||||
American Greetings Corp. (U.S. SOFR 1 Month+5.75%)±
|
11.00
|
10-30-2029
|
89,437
|
89,902
|
||
Leisure time: 0.01%
|
||||||
Carnival Corp. (U.S. SOFR 1 Month+2.75%)±
|
8.00
|
8-8-2027
|
13,358
|
13,401
|
||
Retail: 0.27%
|
||||||
Petco Health & Wellness Co., Inc. (U.S. SOFR 3 Month+3.25%)±
|
8.85
|
3-3-2028
|
185,000
|
170,640
|
||
PetSmart, Inc. (U.S. SOFR 1 Month+3.75%)±
|
9.10
|
2-11-2028
|
119,692
|
118,794
|
||
289,434
|
||||||
Consumer, non-cyclical: 0.39%
|
||||||
Commercial services: 0.08%
|
||||||
GEO Group, Inc. (U.S. SOFR 1 Month+5.25%)±
|
10.50
|
4-13-2029
|
80,090
|
80,974
|
||
Healthcare-services: 0.31%
|
||||||
LifePoint Health, Inc. (U.S. SOFR 1 Month+4.00%)±
|
9.34
|
5-17-2031
|
35,000
|
35,066
|
||
LifePoint Health, Inc. (U.S. SOFR 3 Month+4.75%)±
|
10.05
|
11-16-2028
|
35,000
|
35,101
|
||
ModivCare, Inc. (U.S. SOFR 3 Month+4.75%)‡±
|
10.08
|
7-1-2031
|
275,000
|
267,781
|
||
337,948
|
||||||
Energy: 0.42%
|
||||||
Energy-alternate sources: 0.16%
|
||||||
Enviva Partners LP/Enviva Partners Finance Corp. (U.S. SOFR 3
Month+8.00%)±
|
13.28
|
12-13-2024
|
44,637
|
45,307
|
||
Enviva Partners LP/Enviva Partners Finance Corp. (U.S. SOFR 3
Month+8.00%)‡±
|
13.30
|
12-13-2024
|
66,956
|
73,651
|
||
Enviva Partners LP/Enviva Partners Finance Corp. (U.S. SOFR 3
Month+8.00%)‡±
|
13.35
|
12-13-2024
|
44,637
|
49,101
|
||
168,059
|
||||||
Pipelines: 0.26%
|
||||||
GIP III Stetson I LP (U.S. SOFR 1 Month+3.50%)±
|
8.75
|
10-31-2028
|
213,663
|
214,065
|
||
Prairie ECI Acquiror LP (U.S. SOFR 1 Month+4.75%)±
|
10.00
|
8-1-2029
|
69,825
|
69,767
|
||
283,832
|
Interest
rate
|
Maturity
date
|
Principal
|
Value
|
|||
Financial: 0.49%
|
||||||
Diversified financial services: 0.09%
|
||||||
Resolute Investment Managers, Inc. (U.S. SOFR 3 Month+6.50%)‡±
|
12.10
%
|
4-30-2027
|
$
|
101,881
|
$93,985
|
|
Insurance: 0.40%
|
||||||
Asurion LLC (U.S. SOFR 1 Month+3.25%)±
|
8.61
|
12-23-2026
|
297,764
|
296,293
|
||
Asurion LLC (U.S. SOFR 1 Month+5.25%)±
|
10.61
|
1-31-2028
|
54,633
|
50,948
|
||
Truist Insurance Holdings LLC (U.S. SOFR 3 Month+4.75%)±
|
10.08
|
5-6-2032
|
90,000
|
91,334
|
||
438,575
|
||||||
Industrial: 0.15%
|
||||||
Building materials: 0.15%
|
||||||
CP Atlas Buyer, Inc. (U.S. SOFR 1 Month+3.75%)±
|
9.10
|
11-23-2027
|
169,712
|
163,419
|
||
Technology: 0.05%
|
||||||
Software: 0.05%
|
||||||
Rocket Software, Inc. (U.S. SOFR 1 Month+4.75%)±
|
10.00
|
11-28-2028
|
49,874
|
49,833
|
||
Total loans (Cost $2,414,525)
|
2,399,129
|
|||||
Yankee corporate bonds and notes: 5.68%
|
||||||
Basic materials: 0.13%
|
||||||
Chemicals: 0.13%
|
||||||
Braskem Netherlands Finance BV144A
|
4.50
|
1-31-2030
|
160,000
|
140,555
|
||
Communications: 0.30%
|
||||||
Telecommunications: 0.30%
|
||||||
Altice France SA144A
|
8.13
|
2-1-2027
|
105,000
|
84,452
|
||
Connect Finco SARL/Connect U.S. Finco LLC144A
|
6.75
|
10-1-2026
|
75,000
|
74,390
|
||
Zegona Finance PLC144A
|
8.63
|
7-15-2029
|
165,000
|
171,394
|
||
330,236
|
||||||
Consumer, cyclical: 1.69%
|
||||||
Airlines: 0.60%
|
||||||
Air Canada Pass-Through Trust Series 2020-1 Class C144A
|
10.50
|
7-15-2026
|
340,000
|
363,800
|
||
Latam Airlines Group SA144A
|
13.38
|
10-15-2027
|
140,000
|
154,425
|
||
VistaJet Malta Finance PLC/Vista Management Holding, Inc.144A
|
9.50
|
6-1-2028
|
150,000
|
140,277
|
||
658,502
|
||||||
Auto manufacturers: 0.19%
|
||||||
Aston Martin Capital Holdings Ltd.144A
|
10.00
|
3-31-2029
|
200,000
|
204,068
|
||
Entertainment: 0.19%
|
||||||
Banijay Entertainment SASU144A
|
8.13
|
5-1-2029
|
200,000
|
207,186
|
||
Leisure time: 0.71%
|
||||||
Carnival Corp.144A
|
6.00
|
5-1-2029
|
300,000
|
301,341
|
||
Royal Caribbean Cruises Ltd.144A
|
6.00
|
2-1-2033
|
100,000
|
102,439
|
||
Royal Caribbean Cruises Ltd.144A
|
6.25
|
3-15-2032
|
355,000
|
366,615
|
||
770,395
|
Interest
rate
|
Maturity
date
|
Principal
|
Value
|
|||
Consumer, non-cyclical: 0.24%
|
||||||
Pharmaceuticals: 0.24%
|
||||||
Teva Pharmaceutical Finance Netherlands III BV
|
8.13
%
|
9-15-2031
|
$
|
230,000
|
$263,212
|
|
Energy: 1.03%
|
||||||
Coal: 0.00%
|
||||||
Griffin Coal Mining Co. Pty. Ltd.144A♦†
|
9.50
|
12-1-2049
|
60,913
|
0
|
||
Oil & gas: 0.46%
|
||||||
Baytex Energy Corp.144A
|
8.50
|
4-30-2030
|
140,000
|
149,183
|
||
Borr IHC Ltd./Borr Finance LLC144A
|
10.00
|
11-15-2028
|
211,951
|
221,997
|
||
Saturn Oil & Gas, Inc.144A
|
9.63
|
6-15-2029
|
120,000
|
124,763
|
||
495,943
|
||||||
Pipelines: 0.57%
|
||||||
Enbridge, Inc. (5 Year Treasury Constant Maturity+4.42%)±
|
7.63
|
1-15-2083
|
180,000
|
188,252
|
||
Northriver Midstream Finance LP144A
|
6.75
|
7-15-2032
|
265,000
|
273,612
|
||
South Bow Canadian Infrastructure Holdings Ltd. (5 Year Treasury
Constant Maturity+3.95%)144A±
|
7.63
|
3-1-2055
|
155,000
|
158,255
|
||
620,119
|
||||||
Financial: 1.21%
|
||||||
Banks: 0.77%
|
||||||
Banco del Estado de Chile (5 Year Treasury Constant
Maturity+3.23%)144Aʊ±
|
7.95
|
5-2-2029
|
120,000
|
126,920
|
||
BNP Paribas SA (5 Year Treasury Constant Maturity+3.73%)144Aʊ±
|
8.00
|
8-22-2031
|
110,000
|
115,702
|
||
HSBC Holdings PLC (USD ICE Swap Rate 11:00am NY 5 Year+3.75%)ʊ±
|
6.00
|
5-22-2027
|
200,000
|
199,501
|
||
Intesa Sanpaolo SpA (5 Year USD Swap Rate+5.46%)144Aʊ±
|
7.70
|
9-17-2025
|
200,000
|
199,732
|
||
UBS Group AG (5 Year Treasury Constant Maturity+3.40%)144Aʊ±
|
4.88
|
2-12-2027
|
205,000
|
195,482
|
||
837,337
|
||||||
Diversified financial services: 0.44%
|
||||||
AerCap Holdings NV (5 Year Treasury Constant Maturity+4.54%)±
|
5.88
|
10-10-2079
|
115,000
|
114,847
|
||
AerCap Ireland Capital DAC/AerCap Global Aviation Trust (5 Year
Treasury Constant Maturity+2.72%)±
|
6.95
|
3-10-2055
|
110,000
|
113,480
|
||
Castlelake Aviation Finance DAC144A
|
5.00
|
4-15-2027
|
195,000
|
190,319
|
||
Macquarie Airfinance Holdings Ltd.144A
|
6.50
|
3-26-2031
|
55,000
|
57,989
|
||
476,635
|
||||||
Industrial: 0.69%
|
||||||
Aerospace/defense: 0.16%
|
||||||
Bombardier, Inc.144A
|
8.75
|
11-15-2030
|
160,000
|
174,481
|
||
Electronics: 0.14%
|
||||||
Sensata Technologies BV144A
|
5.88
|
9-1-2030
|
155,000
|
154,818
|
||
Machinery-diversified: 0.19%
|
||||||
TK Elevator Holdco GmbH144A
|
7.63
|
7-15-2028
|
200,000
|
200,294
|
||
Packaging & containers: 0.20%
|
||||||
Trivium Packaging Finance BV144A
|
8.50
|
8-15-2027
|
215,000
|
214,722
|
Interest
rate
|
Maturity
date
|
Principal
|
Value
|
|||
Utilities: 0.39%
|
||||||
Electric: 0.39%
|
||||||
Algonquin Power & Utilities Corp. (5 Year Treasury Constant
Maturity+3.25%)±
|
4.75
%
|
1-18-2082
|
$
|
200,000
|
$185,720
|
|
Emera, Inc. Series 16-A (3 Month LIBOR+5.44%)±
|
6.75
|
6-15-2076
|
235,000
|
235,771
|
||
421,491
|
||||||
Total yankee corporate bonds and notes (Cost $6,087,480)
|
6,169,994
|
Yield
|
Shares
|
|||||
Short-term investments: 0.84%
|
||||||
Investment companies: 0.84%
|
||||||
Allspring Government Money Market Fund Select Class♠∞##
|
5.23
|
911,182
|
911,182
|
|||
Total short-term investments (Cost $911,182)
|
911,182
|
|||||
Total investments in securities (Cost $115,766,539)
|
127.01
%
|
138,012,971
|
||||
Other assets and liabilities, net
|
(27.01
)
|
(29,346,595
)
|
||||
Total net assets
|
100.00
%
|
$108,666,376
|
144A
|
The security may be resold in transactions exempt from registration, normally to qualified institutional buyers, pursuant to Rule 144A under the Securities Act of
1933.
|
♦
|
The security is fair valued in accordance with procedures approved by the Board of Trustees.
|
†
|
Non-income-earning security
|
‡
|
Security is valued using significant unobservable inputs.
|
±
|
Variable rate investment. The rate shown is the rate in effect at period end.
|
ʊ
|
Security is perpetual in nature and has no stated maturity date. The date shown reflects the next call date.
|
¥
|
A payment-in-kind (PIK) security is a security in which the issuer may make interest or dividend payments in cash or additional securities or a combination of both.
The rate shown is the rate in effect at period end.
|
♠
|
The issuer of the security is an affiliated person of the Fund as defined in the Investment Company Act of 1940.
|
∞
|
The rate represents the 7-day annualized yield at period end.
|
##
|
All or a portion of this security is segregated for unfunded loans.
|
Abbreviations:
|
|
LIBOR
|
London Interbank Offered Rate
|
REIT
|
Real estate investment trust
|
SOFR
|
Secured Overnight Financing Rate
|
Value,
beginning of
period
|
Purchases
|
Sales
proceeds
|
Net
realized
gains
(losses)
|
Net
change in
unrealized
gains
(losses)
|
Value,
end of
period
|
Shares,
end
of period
|
Income
from
affiliated
securities
|
|
Short-term investments
|
||||||||
Allspring Government Money Market Fund Select
Class
|
$1,178,650
|
$22,609,294
|
$(22,876,762
)
|
$0
|
$0
|
$911,182
|
911,182
|
$77,907
|
Assets
|
|
Investments in unaffiliated securities, at value (cost $114,855,357)
|
$137,101,789
|
Investments in affiliated securities, at value (cost $911,182)
|
911,182
|
Cash
|
751
|
Receivable for dividends and interest
|
1,354,154
|
Receivable for investments sold
|
64,211
|
Unrealized gains on unfunded loan commitments
|
1,004
|
Prepaid expenses and other assets
|
4,479
|
Total assets
|
139,437,570
|
Liabilities
|
|
Secured borrowing payable
|
30,000,000
|
Dividends payable
|
560,202
|
Payable for investments purchased
|
82,605
|
Advisory fee payable
|
61,634
|
Payable for Fund shares repurchased
|
12,142
|
Administration fee payable
|
6,163
|
Trustees' fees and expenses payable
|
547
|
Accrued expenses and other liabilities
|
47,901
|
Total liabilities
|
30,771,194
|
Commitments and contingent liabilities (see Note 8)
|
|
Total net assets
|
$108,666,376
|
Net assets consist of
|
|
Paid-in capital
|
$92,289,518
|
Total distributable earnings
|
16,376,858
|
Total net assets
|
$108,666,376
|
Net asset value per share
|
|
Based on $108,666,376 divided by 9,014,316 shares issued and outstanding (unlimited number of shares authorized)
|
$12.05
|
Investment income
|
|
Interest (net of foreign withholding taxes of $128)
|
$3,475,773
|
Dividends
|
2,828,038
|
Income from affiliated securities
|
77,907
|
Total investment income
|
6,381,718
|
Expenses
|
|
Advisory fee
|
645,847
|
Administration fee
|
64,585
|
Custody and accounting fees
|
4,748
|
Professional fees
|
193,868
|
Shareholder report expenses
|
56,641
|
Trustees' fees and expenses
|
24,056
|
Transfer agent fees
|
31,620
|
Interest expense
|
1,864,452
|
Other fees and expenses
|
10,169
|
Total expenses
|
2,895,986
|
Net investment income
|
3,485,732
|
Realized and unrealized gains (losses) on investments
|
|
Net realized losses on investments
|
(2,351,148
)
|
Net change in unrealized gains (losses) on
|
|
Unaffiliated securities
|
18,473,371
|
Foreign currency and foreign currency translations
|
1,545
|
Unfunded loan commitments
|
1,004
|
Net change in unrealized gains (losses) on investments
|
18,475,920
|
Net realized and unrealized gains (losses) on investments
|
16,124,772
|
Net increase in net assets resulting from operations
|
$19,610,504
|
Year ended
August 31, 2024
|
Year ended
August 31, 2023
|
|||
Operations
|
||||
Net investment income
|
$3,485,732
|
$3,485,758
|
||
Net realized losses on investments
|
(2,351,148
)
|
(2,200,262
)
|
||
Net change in unrealized gains (losses) on investments
|
18,475,920
|
(14,488,376
)
|
||
Net increase (decrease) in net assets resulting from operations
|
19,610,504
|
(13,202,880
)
|
||
Distributions to shareholders from
|
||||
Net investment income and net realized gains
|
(3,454,245
)
|
(3,584,511
)
|
||
Tax basis return of capital
|
(3,643,280
)
|
(4,588,782
)
|
||
Total distributions to shareholders
|
(7,097,525
)
|
(8,173,293
)
|
||
Capital share transactions
|
||||
Cost of shares repurchased
|
(2,630,124
)
|
0
|
||
Total increase (decrease) in net assets
|
9,882,855
|
(21,376,173
)
|
||
Net assets
|
||||
Beginning of period
|
98,783,521
|
120,159,694
|
||
End of period
|
$108,666,376
|
$98,783,521
|
Cash flows from operating activities
|
|
Net increase in net assets resulting from operations
|
$19,610,504
|
Adjustments to reconcile net increase in net assets from operations to net cash provided by operating activities
|
|
Purchases of long-term securities
|
(33,365,321
)
|
Proceeds from the sales of long-term securities
|
39,931,130
|
Amortization, net
|
(266,825
)
|
Purchases and sales of short-term securities, net
|
111,237
|
Decrease in receivable for investments sold
|
230,171
|
Increase in receivable for dividends and interest
|
(34,235
)
|
Decrease in prepaid expenses and other assets
|
4,418
|
Decrease in payable for investments purchased
|
(155,724
)
|
Decrease in trustees' fees and expenses payable
|
(4,074
)
|
Increase in advisory fee payable
|
6,332
|
Increase in administration fee payable
|
633
|
Decrease in accrued expenses and other liabilities
|
(143,093
)
|
Proceeds from foreign currency transactions
|
1,545
|
Net realized losses on unaffiliated securities
|
2,351,148
|
Net change in unrealized gains (losses) on unaffiliated securities
|
(18,473,371
)
|
Net change in unrealized gain (losses) on foreign currency and foreign currency translations
|
(1,545
)
|
Net change in unrealized gains (losses) on unfunded loan commitments
|
(1,004
)
|
Net cash provided by operating activities
|
9,801,926
|
Cash flows from financing activities
|
|
Cost of shares repurchased
|
(2,617,982
)
|
Cash distributions paid
|
(7,183,229
)
|
Net cash used in financing activities
|
(9,801,211
)
|
Net increase in cash
|
715
|
Cash
|
|
Beginning of period
|
36
|
End of period
|
$751
|
Supplemental cash disclosure
|
|
Cash paid for interest
|
$1,999,583
|
Year ended August 31
|
|||||
2024
|
2023
|
2022
|
2021
|
2020
|
|
Net asset value, beginning of period
|
$10.63
|
$12.93
|
$13.31
|
$12.00
|
$12.94
|
Net investment income
|
0.38
1
|
0.40
|
0.43
|
0.33
|
0.37
|
Net realized and unrealized gains (losses) on investments
|
1.78
|
(1.82
)
|
0.09
|
1.84
|
(0.36
)
|
Total from investment operations
|
2.16
|
(1.42
)
|
0.52
|
2.17
|
0.01
|
Distributions to shareholders from
|
|||||
Net investment income
|
(0.37
)
|
(0.39
)
|
(0.46
)
|
(0.46
)
|
(0.41
)
|
Net realized gains
|
0.00
|
0.00
|
0.00
|
(0.11
)
|
(0.04
)
|
Tax basis return of capital
|
(0.40
)
|
(0.49
)
|
(0.44
)
|
(0.29
)
|
(0.50
)
|
Total distributions to shareholders
|
(0.77
)
|
(0.88
)
|
(0.90
)
|
(0.86
)
|
(0.95
)
|
Anti-dilutive effect of shares repurchased
|
0.03
|
0.00
|
0.00
|
0.00
|
0.00
|
Net asset value, end of period
|
$12.05
|
$10.63
|
$12.93
|
$13.31
|
$12.00
|
Market value, end of period
|
$10.75
|
$9.67
|
$12.34
|
$14.71
|
$12.78
|
Total return based on net asset value2
|
23.00
%
|
(10.79
)%
|
4.02
%
|
18.55
%
|
0.04
%
|
Total return based on market value2
|
20.63
%
|
(14.96
)%
|
(10.17
)%
|
23.02
%
|
5.72
%
|
Ratios to average net assets (annualized)
|
|||||
Expenses*
|
2.93
%
|
2.45
%
|
1.25
%
|
1.09
%
|
1.35
%
|
Net investment income
|
3.52
%
|
3.23
%
|
3.34
%
|
3.49
%
|
3.21
%
|
Supplemental data
|
|||||
Portfolio turnover rate
|
26
%
|
18
%
|
23
%
|
34
%
|
68
%
|
Net assets, end of period (000s omitted)
|
$108,666
|
$98,784
|
$120,160
|
$123,610
|
$111,277
|
Borrowings outstanding, end of period (000s omitted)
|
$30,000
|
$30,000
|
$30,000
|
$25,000
|
$22,000
|
Asset coverage per $1,000 of borrowing, end of period
|
$4,622
|
$4,293
|
$5,005
|
$5,944
|
$6,058
|
*
|
Ratios include interest expense relating to interest associated with borrowings and/or leverage transactions as follows:
|
Year ended August 31, 2024
|
1.88%
|
Year ended August 31, 2023
|
1.44%
|
Year ended August 31, 2022
|
0.32%
|
Year ended August 31, 2021
|
0.17%
|
Year ended August 31, 2020
|
0.41%
|
1
|
Calculated based upon average shares outstanding
|
2
|
Total returns based on net asset value are calculated based on the net asset value at the beginning of the period and at the end of the period. Total returns based on market
value are calculated assuming a purchase of common stock on the first day and a sale on the last day of the period reported. Dividends and distributions, if any, are
assumed for the purposes of these calculations to be reinvested at prices obtained under the Fund's Automatic Dividend Reinvestment Plan. Total returns do not reflect
brokerage commissions that a shareholder would pay on the purchase and sale of shares.
|
Gross unrealized gains
|
$25,245,996
|
Gross unrealized losses
|
(3,125,720
)
|
Net unrealized gains
|
$22,120,276
|
Quoted prices
(Level 1)
|
Other significant
observable inputs
(Level 2)
|
Significant
unobservable inputs
(Level 3)
|
Total
|
|
Assets
|
||||
Investments in:
|
||||
Asset-backed securities
|
$0
|
$46,292
|
$0
|
$46,292
|
Common stocks
|
||||
Communication services
|
0
|
0
|
0
|
0
|
Investment Companies
|
0
|
0
|
9,306
|
9,306
|
Utilities
|
93,356,138
|
0
|
0
|
93,356,138
|
Corporate bonds and notes
|
0
|
35,120,930
|
0
|
35,120,930
|
Loans
|
0
|
1,914,611
|
484,518
|
2,399,129
|
Yankee corporate bonds and notes
|
0
|
6,169,994
|
0
|
6,169,994
|
Short-term investments
|
||||
Investment companies
|
911,182
|
0
|
0
|
911,182
|
Total assets
|
$94,267,320
|
$43,251,827
|
$493,824
|
$138,012,971
|
Unfunded commitments
|
Unrealized
gain (loss)
|
|
Enviva Partners LP/Enviva Partners Finance Corp., 13.28%, 12-13-2024 Tranche B
|
$66,956
|
$1,004
|
Year ended August 31
|
||
2024
|
2023
|
|
Ordinary income
|
$3,454,245
|
$3,584,511
|
Tax basis return of capital
|
3,643,280
|
4,588,782
|
Unrealized
gains
|
Capital loss
carryforward
|
$22,114,532
|
$(5,154,160
)
|
Declaration date
|
Record date
|
Payable date
|
Per share amount
|
August
14, 2024
|
September
13, 2024
|
October
1, 2024
|
$0.06207
|
September
27, 2024
|
October
15, 2024
|
November
1, 2024
|
0.06258
|
Name and
year of birth
|
Position held and
length of service*
|
Principal occupations during past five years or longer
|
Current other
public company
or
investment
company
directorships
|
Class I - Non-Interested Trustees to serve until 2026 Annual Meeting of Shareholders
|
|||
Isaiah
Harris, Jr.
(Born 1952)
|
Trustee,
since 2010;
Audit Committee
Chair,
since 2019
|
Retired. Member of the Advisory Board of CEF of East Central Florida. Chairman of the Board of
CIGNA Corporation from 2009 to 2021, and Director from 2005 to 2008. From 2003 to 2011,
Director of Deluxe Corporation. Prior thereto, President and CEO of BellSouth Advertising and
Publishing Corp. from 2005 to 2007, President and CEO of BellSouth Enterprises from 2004 to
2005 and President of BellSouth Consumer Services from 2000 to 2003. Emeritus member of the
Iowa State University Foundation Board of Governors. Emeritus Member of the Advisory board of
Iowa State University School of Business. Advisory Board Member, Palm Harbor Academy (private
school). Advisory Board Member, Fellowship of Christian Athletes. Mr. Harris is a certified public
accountant (inactive status).
|
N/A
|
David F.
Larcker
(Born 1950)
|
Trustee,
since 2010
|
Distinguished Visiting Fellow at the Hoover Institution since 2022. James Irvin Miller Professor of
Accounting at the Graduate School of Business (Emeritus), Stanford University, Director of the
Corporate Governance Research Initiative and Senior Faculty of The Rock Center for Corporate
Governance since 2006. From 2005 to 2008, Professor of Accounting at the Graduate School of
Business, Stanford University. Prior thereto, Ernst & Young Professor of Accounting at The
Wharton School, University of Pennsylvania from 1985 to 2005.
|
N/A
|
Olivia S.
Mitchell
(Born 1953)
|
Trustee,
since 2010
|
International Foundation of Employee Benefit Plans Professor since 1993, Wharton School of the
University of Pennsylvania. Director of Wharton's Pension Research Council and Boettner Center
on Pensions & Retirement Research, and Research Associate at the National Bureau of Economic
Research. Previously taught at Cornell University from 1978 to 1993.
|
N/A
|
Class II - Non-Interested Trustees to serve until 2024 Annual Meeting of Shareholders
|
|||
William R.
Ebsworth
(Born 1957)
|
Trustee,
since 2015
|
Retired. From 1984 to 2013, equities analyst, portfolio manager, research director and chief
investment officer at Fidelity Management and Research Company in Boston, Tokyo, and Hong
Kong, and retired in 2013 as Chief Investment Officer of Fidelity Strategic Advisers, Inc. where he
led a team of investment professionals managing client assets. Prior thereto, Board member of
Hong Kong Securities Clearing Co., Hong Kong Options Clearing Corp., the Thailand International
Fund, Ltd., Fidelity Investments Life Insurance Company, and Empire Fidelity Investments Life
Insurance Company. Serves on the Investment Company Institute's Board of Governors since
2022 and Executive Committee since 2023 as well as the Vice Chairman of the Governing Council
of the Independent Directors Council since 2023. Audit Committee Chair and Investment
Committee Chair of the Vincent Memorial Hospital Foundation (non-profit organization). Mr.
Ebsworth is a CFA charterholder.
|
N/A
|
Jane A.
Freeman
(Born 1953)
|
Trustee,
since 2015
|
Retired. From 2012 to 2014 and 1999 to 2008, Chief Financial Officer of Scientific Learning
Corporation. From 2008 to 2012, Ms. Freeman provided consulting services related to strategic
business projects. Prior to 1999, Portfolio Manager at Rockefeller & Co. and Scudder, Stevens &
Clark. Board member of the Harding Loevner Funds from 1996 to 2014, serving as both Lead
Independent Director and chair of the Audit Committee. Board member of the Russell Exchange
Traded Funds Trust from 2011 to 2012 and the chair of the Audit Committee. Ms. Freeman is also
an inactive Chartered Financial Analyst.
|
N/A
|
Name and
year of birth
|
Position held and
length of service*
|
Principal occupations during past five years or longer
|
Current other
public company
or
investment
company
directorships
|
Class III - Non-Interested Trustees to serve until 2025 Annual Meeting of Shareholders
|
|||
Timothy J.
Penny
(Born 1951)
|
Trustee,
since 2010;
Chair,
since 2018
|
President and Chief Executive Officer of Southern Minnesota Initiative Foundation, a non-profit
organization, since 2007. Vice Chair of the Economic Club of Minnesota, since 2007. Co-Chair of
the Committee for a Responsible Federal Budget, since 1995. Member of the Board of Trustees of
NorthStar Education Finance, Inc., a non-profit organization, from 2007-2022. Senior Fellow of
the University of Minnesota Humphrey Institute from 1995 to 2017.
|
N/A
|
James G.
Polisson
(Born 1959)
|
Trustee,
since 2018;
Nominating and
Governance
Committee Chair,
since 2024
|
Retired. Chief Marketing Officer, Source (ETF) UK Services, Ltd, from 2015 to 2017. From 2012 to
2015, Principal of The Polisson Group, LLC, a management consulting, corporate advisory and
principal investing company. Chief Executive Officer and Managing Director at Russell
Investments, Global Exchange Traded Funds from 2010 to 2012. Managing Director of Barclays
Global Investors from 1998 to 2010 and Global Chief Marketing Officer for iShares and Barclays
Global Investors from 2000 to 2010. Trustee of the San Francisco Mechanics' Institute, a non-
profit organization, from 2013 to 2015. Board member of the Russell Exchange Traded Fund Trust
from 2011 to 2012. Director of Barclays Global Investors Holdings Deutschland GmbH from 2006
to 2009. Mr. Polisson is an attorney and has a retired status with the Massachusetts and District of
Columbia Bar Associations.
|
N/A
|
Pamela
Wheelock
(Born 1959)
|
Trustee,
since January 2020;
previously Trustee
from January 2018 to
July 2019;
Chair Liaison,
since
July 2024
|
Retired. Executive and Senior Financial leadership positions in the public, private and nonprofit
sectors. Interim President and CEO, McKnight Foundation, 2020. Interim Commissioner,
Minnesota Department of Human Services, 2019. Chief Operating Officer, Twin Cities Habitat for
Humanity, 2017-2019. Vice President for University Services, University of Minnesota, 2012-
2016. Interim President and CEO, Blue Cross and Blue Shield of Minnesota, 2011-2012. Executive
Vice-President and Chief Financial Officer, Minnesota Wild, 2002-2008. Commissioner,
Minnesota Department of Finance, 1999-2002. Chair of the Board of Directors of Destination
Medical Center Corporation. Board member of the Minnesota Wild Foundation from 2009-2024.
|
N/A
|
Name and
year of birth
|
Position held and
length of
service
|
Principal occupations during past five years or longer
|
Andrew Owen
(Born 1960)
|
President,
since 2017
|
President and Chief Executive Officer of Allspring Funds Management, LLC since 2017 and Head of Global Fund
Governance of Allspring Global Investments since 2022. Prior thereto, co-president of Galliard Capital
Management, LLC, an affiliate of Allspring Funds Management, LLC, from 2019 to 2022 and Head of Affiliated
Managers, Allspring Global Investments, from 2014 to 2019 and Executive Vice President responsible for marketing,
investments and product development for Allspring Funds Management, LLC, from 2009 to 2014.
|
Jeremy DePalma
(Born 1974)
|
Treasurer,
since 2012
(for certain funds in
the Fund Complex);
since 2021 (for
the remaining funds
in the Complex)
|
Senior Vice President of Allspring Funds Management, LLC since 2009. Senior Vice President of Evergreen
Investment Management Company, LLC from 2008 to 2010 and head of the Fund Reporting and Control Team
within Fund Administration from 2005 to 2010.
|
Christopher Baker
(Born 1976)
|
Chief Compliance
Officer,
since 2022
|
Global Chief Compliance Officer for Allspring Global Investments since 2022. Prior thereto, Chief Compliance
Officer for State Street Global Advisors from 2018 to 2021. Senior Compliance Officer for the State Street divisions
of Alternative Investment Solutions, Sector Solutions, and Global Marketing from 2015 to 2018. From 2010 to 2015
Vice President, Global Head of Investment and Marketing Compliance for State Street Global Advisors.
|
Matthew Prasse
(Born 1983)
|
Chief Legal Officer,
since 2022;
Secretary,
since 2021
|
Managing Counsel of the Allspring Legal Department since 2023 (Senior Counsel from 2021 to 2023). Prior thereto,
Senior Counsel of the Wells Fargo Legal Department from 2018 to 2021. Previously, Counsel for Barings LLC from
2015 to 2018. Prior to joining Barings, Associate at Morgan, Lewis & Bockius LLP from 2008 to 2015.
|
ITEM 2. CODE OF ETHICS
(a) As of the end of the period covered by the report, Allspring Utilities and High Income Fund has adopted a code of ethics that applies to its President and Treasurer. A copy of the code of ethics is filed as an exhibit to this Form N-CSR.
(c) During the period covered by this report, there were no amendments to the provisions of the code of ethics adopted in Item 2(a) above.
(d) During the period covered by this report, there were no implicit or explicit waivers to the provisions of the code of ethics adopted in Item 2(a) above.
ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT
The Board of Trustees of Allspring Utilities and High Income Fund has determined that Isaiah Harris is an audit committee financial expert, as defined in Item 3 of Form N-CSR. Mr. Harris is independent for purposes of Item 3 of Form N-CSR.
ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES
(a), (b), (c), (d) The following table presents aggregate fees billed in each of the last two fiscal years for services rendered to the Registrant by the Registrant's principal accountant. These fees were billed to the registrant and were approved by the Registrant's audit committee.
Fiscal year ended August 31, 2024 |
Fiscal year ended August 31, 2023 |
|||||||
Audit fees |
$ | 62,920 | $ | 62,725 | ||||
Audit-related fees |
- | - | ||||||
Tax fees (1) |
4,830 | 4,690 | ||||||
All other fees |
- | - | ||||||
$ | 67,750 | $ | 67,415 |
(1) |
Tax fees consist of fees for tax compliance, tax advice, tax planning and excise tax. |
(e)(1) The Chair of the Audit Committees is authorized to pre-approve: (1) audit services for the Allspring Utilities and High Income Fund; (2) non-audit tax or compliance consulting or training services provided to the Allspring Utilities and High Income Fund by the independent auditors ("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 the Allspring Utilities and High Income Fund's investment adviser and its controlling entities (where pre-approval is required because the engagement relates directly to the operations and financial reporting of the Allspring Utilities and High Income 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 description of the proposed services. If the Chair approves of such service, he or she shall sign the statement prepared by Management. Such written statement shall be presented to the full Committees at their next regularly scheduled meetings.
(e)(2) Not applicable.
(f) Not applicable.
(g) Not applicable.
(h) Not applicable.
(i) Not applicable.
(j) Not applicable.
ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS
The registrant has a separately-designated standing audit committee established in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934, as amended. The Audit Committee is comprised of:
William R. Ebsworth
Jane A. Freeman
Isaiah Harris, Jr.
David F. Larcker
Olivia S. Mitchell
Timothy J. Penny
James G. Polisson
Pamela Wheelock
ITEM 6. INVESTMENTS
A Portfolio of Investments for Allspring Utilities and High Income Fund is included as part of the Report to Shareholders filed under Item 1 of this Form.
ITEM 7. FINANCIAL STATEMENTS AND FINANCIAL HIGHLIGHTS FOR OPEN-END MANAGEMENT INVESTMENT COMPANIES
Not applicable.
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS FOR OPEN-END MANAGEMENT INVESTMENT COMPANIES
Not applicable.
ITEM 9. PROXY DISCLOSURES FOR OPEN-END MANAGEMENT INVESTMENT COMPANIES
Not applicable.
ITEM 10. REMUNERATION PAID TO DIRECTORS, OFFICERS, AND OTHERS OF OPEN-END MANAGEMENT INVESTMENT COMPANIES
Not applicable.
ITEM 11. STATEMENT REGARDING BASIS FOR APPROVAL OF INVESTMENT ADVISORY CONTRACT
The registrant's statement regarding basis for approval of investment advisory contract is included as part of the Report to Shareholders filed under Item 1 of this Form.
ITEM 12. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES
PROXY VOTING POLICIES AND PROCEDURES
EFFECTIVE AS OF MARCH 2024
The Allspring Utilities and High 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. 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).
With respect to the legal entities covered by the Policies and Procedures, client accounts and investment products (i.e., Trusts and series (funds) thereof, UCITS, alternative investment funds, private funds, and medium-term note programmes) of the following are included:
• |
Allspring Global Investments, LLC |
• |
Allspring Funds Management, LLC |
• |
Allspring Global Investments (UK) Limited |
• |
Allspring Global Investments Luxembourg S.A |
• |
Allspring Global Investments (Singapore) Pte. Ltd |
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 Administration
Allspring's Stewardship Team ("Stewardship") administers the proxy voting process. The Stewardship Team is part of the Allspring Sustainability Team. Stewardship 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. Stewardship monitors third party voting of proxies to ensure it is being done in a timely and responsible manner, including review of scheduled vendor reports. Stewardship, 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 GovernanceCommittee 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 AllspringProxy GovernanceCommittee that are determined to be material by the DDWG or otherwise in accordance with these Policies and Procedures. The DDWG coordinates with Allspring's 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:
1. |
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 |
2. |
Second, any voting items for meetings deemed of "high importance"3 (e.g., proxy contests, mergers and acquisitions,) 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. |
1 |
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. |
2 |
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. |
3 |
The term "high importance" is defined as those items designated Proxy Level 6 or 5 by ISS, which include proxy contests, mergers, and other reorganizations. |
3. |
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: |
a. |
Stewardship5 evaluates the matter for materiality and any other relevant considerations. |
b. |
If Stewardship 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. |
c. |
If Stewardship does not recommend further review, the matter is voted in accordance with ISS Standard Voting Guidelines. |
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
The Allspring Proxy Policies and Procedures is consistently applied on the same matter when securities of an issuer are held by multiple client accounts unless there are 1) 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) or 2) the expressed views of different portfolio management teams and Fund sub-advisers is different on particular proposals. In the latter case, the Proxy Governance Committee will work with the investment teams to gauge whether alignment can be achieved.
4 |
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. |
5 |
The Allspring Stewardship Team is part of the Sustainability Team, led by Henrietta Pacquement who reports into the Allspring Chief Investment Officer(s). |
6 |
The voting of proxies for Taft Hartley clients may incorporate the use of ISS's Taft Hartley voting 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.
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.
• |
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. |
• |
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. |
• |
Generally speaking, we believe Directors serving on an excessive number of boards could result in time constraints and an inability to fulfill their duties. |
• |
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. |
• |
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. |
• |
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. |
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.
• |
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 |
• |
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. |
• |
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. |
• |
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. |
• |
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. |
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 depository 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 these Policies and Procedures. Allspring may have a conflict of interest regarding a proxy to be voted upon if, for example, Allspring or its affiliates have other relationships with the issuer of the proxy (e.g. the issuer may be a corporate pension fund client of Allspring). 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 Policies 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 relevant Board 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. |
Finally, Allspring is a privately-owned company and one of our owners is GTCR which owns other companies as well known as Affiliates. The Allspring Regulatory Compliance team maintains the GTCR Affiliates list and publishes an updated list quarterly. Since the Affiliates may issue publicly traded stock and hold regular proxy meetings, Allspring manages this potential conflict of interest by defaulting all proxy voting in the affiliates to the ISS recommendations. Allspring has no influence attributed to the decisions or the voting elections.
Vendor Oversight
The Stewardship Team 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 these Policies and Procedures 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 Head of Stewardship, any member of the Allspring Proxy Governance Committee, or Chief Compliance Officer. The Allspring Proxy Governance Committee includes representation from Portfolio Management, Stewardship, Investment Analytics, Legal and Compliance.
Records Retention
The Stewardship Team will maintain the following records relating to the implementation of the Policies and Procedures:
• |
A copy of these Policies and Procedures; |
• |
Proxy statements received for client securities (which will be satisfied by relying on ISS); |
• |
Records of votes cast on behalf of investment products and separate account clients (which ISS maintains on behalf of Allspring); |
• |
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 |
• |
Any documents prepared by Allspring or ISS that were material to making a proxy voting decision. |
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 as they relate to Allspring Global Investments, LLC and Allspring Funds Management, LLC. Proxy voting records with respect to certain shareholder advisory votes on executive compensation (or say-on-pay votes) will be disclosed on Form N-PX starting in 2023 by Allspring's registered investment advisers, as required by Rule 14Ad-1 under the Securities Exchange Act of 1934. 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 Global Investments Luxembourg S.A. ("Allspring Luxembourg") and Allspring Global Investments (UK) Limited, in accordance the EU Shareholder Rights Directive II (EU 2017/828) (SEF II) and the COBS 2.2B SRD requirements in the UK FCA Handbook. 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 these Policies 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 1-866-259-3305 or e-mail: [email protected] 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: March 2024
ITEM 13. PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES
PORTFOLIO MANAGERS (as of August 31, 2024)
Chris Lee, CFA
Senior Portfolio Manager, Plus Fixed Income - Chris Lee is a senior portfolio manager for the Plus Fixed Income team at Allspring Global Investments. He joined Allspring from its predecessor firm, Wells Fargo Asset Management (WFAM). He also served as head of high-yield trading for the WFAM U.S. High Yield Fixed Income team. Prior to this, he served as a managing director, co-portfolio manager, and head of trading for Silver Lake Credit. Preceding this, he was a senior analyst and portfolio manager for the U.S. High Yield team at WFAM. Earlier in his career, Chris served as a senior research analyst with Wells Fargo's Proprietary Investment Group. He began his investment industry career in 2001. 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. He has earned the right to use the Chartered Financial Analyst® (CFA®) designation.
Kent Newcomb, CFA
Senior Portfolio Manager, Rising Dividend Equity - Kent Newcomb is a senior portfolio manager for the Rising Dividend Equity team at Allspring Global Investments. He joined Allspring from its predecessor firm, Wells Fargo Asset Management (WFAM). Prior to his current role, he had research responsibilities for the firm's DSIP list and the industrials and utilities sectors. Earlier in his career, he served as an equity analyst for A. G. Edwards. Kent began his investment industry career in 1985. He earned a bachelor's degree in economics from Northwestern University and a master's degree in business administration with an emphasis in finance from Washington University. Kent has earned the right to use the Chartered Financial Analyst® (CFA®) designation and is a member of CFA Institute and CFA Society St. Louis.
Michael J. Schueller, CFA
Senior Portfolio Manager, Plus Fixed Income - Michael (Mike) Schueller is a senior portfolio manager for the Plus Fixed Income team at Allspring Global Investments. He joined Allspring from its predecessor firm, Wells Fargo Asset Management (WFAM). He joined WFAM as a senior investment research analyst from Strong Capital Management, where he held a similar position. Mike rejoined Strong in 2000, having left the firm to start a trust department for Community Bank & Trust in Sheboygan, Wisconsin. Before that, he served as associate counsel for Strong's legal department. Prior to this, Mike practiced law with Reinhart, Boerner, Van Deuren, Norris & Rieselbach, S.C., in Milwaukee, specializing in corporate reorganizations, mergers, and acquisitions. He began his investment industry career in 1998. Mike earned a bachelor's degree in economics from the University of Minnesota and a law degree from the University of Wisconsin, Madison. He has earned the right to use the Chartered Financial Analyst® (CFA®) designation.
Jack Spudich, CFA
Mr. Spudich is a senior portfolio manager and team leader of the Allspring Global Investments Compass Equity team. Before joining predecessor firm A. G. Edwards, where he began his investment industry career, Jack was a certified public accountant and audit manager for an international accounting firm. He earned a bachelor's degree in accountancy from the University of Illinois and has earned the right to use the Chartered Financial Analyst® (CFA®) designation. Jack is also a member of CFA Institute and CFA Society St. Louis.
Andy Smith, CFA
Portfolio Analyst, Rising Dividend Equity - Andy Smith is a portfolio manager for the Rising Dividend Equity team at Allspring Global Investments. He joined Allspring from its predecessor firm, Wells Fargo Asset Management (WFAM). Before joining WFAM, Andy served as an analyst for Edward Jones, where he covered various sectors and investments, including industrials, fixed income, and utilities. Preceding this, Andy worked at A. G. Edwards as a portfolio reviewer and later served as an analyst. He began his investment industry career in 1996. Andy earned a bachelor's degree in business administration with an emphasis in marketing and a master's degree in business administration with an emphasis in management from the University of Missouri. Andy has earned the right to use the Chartered Financial Analyst® (CFA®) designation and is a member of CFA Institute and CFA Society St. Louis.
OTHER FUNDS AND ACCOUNTS MANAGED
The following table provides information about the registered investment companies (including the Fund) and other pooled investment vehicles and accounts managed by the portfolio manager of the Fund as of the Fund's most recent fiscal year ended August 31, 2024.
Chris Lee
I manage the following types of accounts: |
Other Registered Investment Companies |
Other Pooled Investment Vehicles |
Other Accounts |
|||||||||
Number of above accounts |
7 | 4 | 22 | |||||||||
Total assets of above accounts (millions) |
$ | 3,455.21 | $ | 225.09 | $ | 610.29 |
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 | 1 | |||||||||
Total assets of above accounts (millions) |
$ | 0.00 | $ | 0.00 | $ | 207.14 |
Kent Newcomb
I manage the following types of accounts: |
Other Registered Investment Companies |
Other Pooled Investment Vehicles |
Other Accounts |
|||||||||
Number of above accounts |
2 | 0 | 1 | |||||||||
Total assets of above accounts (millions) |
$ | 432.63 | $ | 0.00 | $ | 0.13 |
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 | 0 | |||||||||
Total assets of above accounts (millions) |
$ | 0.00 | $ | 0.00 | $ | 0.00 |
Michael J. Schueller
I manage the following types of accounts: |
Other Registered Investment Companies |
Other Pooled Investment Vehicles |
Other Accounts |
|||||||||
Number of above accounts |
14 | 5 | 23 | |||||||||
Total assets of above accounts (millions) |
$ | 13,636.13 | $ | 636.40 | $ | 611.31 | ||||||
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 | 1 | |||||||||
Total assets of above accounts (millions) |
$ | 0.00 | $ | 0.00 | $ | 207.14 |
Jack Spudich
I manage the following types of accounts: |
Other Registered Investment Companies |
Other Pooled Investment Vehicles |
Other Accounts |
|||||||||
Number of above accounts |
2 | 0 | 1 | |||||||||
Total assets of above accounts (millions) |
$ | 432.63 | $ | 0.00 | $ | 0.13 |
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 | 0 | |||||||||
Total assets of above accounts (millions) |
$ | 0.00 | $ | 0.00 | $ | 0.00 |
Andy Smith
I manage the following types of accounts: |
Other Registered Investment Companies |
Other Pooled Investment Vehicles |
Other Accounts |
|||||||||
Number of above accounts |
2 | 0 | 0 | |||||||||
Total assets of above accounts (millions) |
$ | 432.63 | $ | 0.00 | $ | 0.00 |
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) |
$ | 0.00 | $ | 0.00 | $ | 0.00 |
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-Adviser has adopted and implemented policies and procedures, including brokerage and trade allocation policies and procedures, that it believes address the potential conflicts associated with managing portfolios for multiple clients and are designed to ensure that all clients are treated fairly and equitably. Accordingly, security block purchases are allocated to all accounts with similar objectives in a fair and equitable manner. Furthermore, the Sub-Adviser has adopted a Code of Ethics under Rule 17j-1 under the 1940 Act and Rule 204A-1 under the Investment Advisers Act of1940 (the "Advisers Act") to address potential conflicts associated with managing the Funds and any personal accounts the Portfolio Managers may maintain.
Allspring Investments.
Allspring Global Investments, LLC ("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.
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, Allspring Investments has 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 are designed to ensure that all clients are treated fairly and equitably. Accordingly, security block purchases are allocated to all accounts with similar objectives in a fair and equitable manner. Furthermore, Allspring Investments has adopted a Code of Ethics under Rule 17j-1 under 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.
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.
The compensation structure for Allspring Investments' Portfolio Managers includes a competitive fixed base salary plus variable incentives, payable annually and over a deferred period. Allspring Investments participates in third party investment management compensation surveys for market-based compensation information to help support individual pay decisions and to ensure our compensation is aligned with the marketplace. In addition to surveys, Allspring Investments also considers prior professional experience, tenure, seniority, and a Portfolio Manager's team size, scope, and assets under management when determining his/her total compensation. In addition, Portfolio Managers who meet the eligibility requirements may participate in our 401(k) plan that features a limited matching contribution. Eligibility for and participation in this plan is on the same basis for all employees.
Allspring Investments' investment incentive program plays an important role in aligning the interests of its 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 a deferred incentive. The long-term portion of incentives generally carry a pro-rated vesting schedule over a 3 year period. For many of its 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, 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).
As an independent firm, approximately 20% of Allspring Group Holdings, LLC (of which Allspring Investments is a subsidiary) is owned by employees, including Portfolio Managers.
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 August 31, 2024:
Chris Lee |
$ | 10,001-50,000 | ||
Kent Newcomb |
None | |||
Michael J. Schueller |
None | |||
Jack Spudich |
None | |||
Andy Smith |
None |
ITEM 14. PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT COMPANY AND AFFILIATED PURCHASERS
Period |
(a) Total Number of Shares Purchased |
(b) Average Price Paid per Share |
(c) Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs |
(d) Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs |
||||||||||||
9/1/2023 to 9/30/2023 |
0 | 0.00 | 0 | 464,613 | ||||||||||||
10/1/2023 to 10/31/23 |
19,878 | 8.35 | 19,878 | 444,735 | ||||||||||||
11/1/2023 to 11/30/2023 |
14,534 | 8.87 | 14,534 | 430,201 | ||||||||||||
12/1/2023 to 12/31/2023 |
23,060 | 9.23 | 23,060 | 407,141 | ||||||||||||
1/1/2024 to 1/31/2024 |
21,805 | 8.98 | 21,805 | 461,740 | ||||||||||||
2/1/2024 to 2/29/2024 |
23,202 | 8.90 | 23,202 | 438,538 | ||||||||||||
3/1/2024 to 3/31/2024 |
20,168 | 9.18 | 20,168 | 359,261 | ||||||||||||
4/1/2024 to 4/30/2024 |
31,500 | 9.17 | 31,500 | 327,761 | ||||||||||||
5/1/2024 to 5/31/2024 |
59,395 | 9.89 | 59,395 | 268,366 | ||||||||||||
6/1/2024 to 6/30/2024 |
29,975 | 9.89 | 29,975 | 238,391 | ||||||||||||
7/1/2024 to 7/31/2024 |
15,109 | 9.94 | 15,109 | 223,282 | ||||||||||||
8/1/2024 to 8/31/2024 |
19,320 | 10.43 | 19,320 | 203,962 | ||||||||||||
Total |
277,946 | 9.35 | 277,946 | 186,667 |
On November 15, 2023, 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 5% of its outstanding shares in open market transactions during the period beginning on January 1, 2024 and ending on December 31, 2024. 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 15. 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.
ITEM 16. CONTROLS AND PROCEDURES
(a) The President and Treasurer have concluded that the Allspring Utilities and High Income Fund disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) provide reasonable assurances that material information relating to the registrant is made known to them by the appropriate persons, based on their evaluation of these controls and procedures as of a date within 90 days of the filing of this report.
(b) There were no significant changes in the registrant's internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) that occurred during the period covered by this report that materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting.
ITEM 17. DISCLOSURES OF SECURITIES LENDING ACTIVITES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES
Not applicable.
ITEM 18. RECOVERY OF ERRONEOUSLY AWARDED COMPENSATION
Not applicable.
ITEM 19. EXHIBITS
(a)(1) | Code of Ethics. | |
(a)(2) | Not applicable. | |
(a)(3) | Certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2022. | |
(a)(4) | Not applicable. | |
(a)(5) | Not applicable. | |
(b) | Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2022. | |
(c) | Section 19(a) notices to shareholders pursuant to Registrant's exemptive order granting an exemption from Section 19(b) of the 1940 Act. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Allspring Utilities and High Income Fund | ||
By: |
/s/ Andrew Owen |
|
Andrew Owen | ||
President (Principal Executive Officer) | ||
Date: | October 24, 2024 |
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the date indicated.
Allspring Utilities and High Income Fund | ||
By: |
/s/ Andrew Owen |
|
Andrew Owen | ||
President (Principal Executive Officer) | ||
Date: | October 24, 2024 |
By: |
/s/ Jeremy DePalma |
|
Jeremy DePalma | ||
Treasurer (Principal Financial Officer) | ||
Date: October 24, 2024 |