2023-03-09MoneyMarketFundsGovernment-AbcProspectus
ALLSPRING
FUNDS TRUST
PART
B
ALLSPRING
MONEY MARKET FUNDS
STATEMENT
OF ADDITIONAL INFORMATION
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Statement
of Additional Information June
1, 2023 |
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Fund |
A |
C |
Administrator |
Institutional |
Premier |
Select |
Service |
Sweep |
Allspring
Government Money
Market Fund |
WFGXX |
- |
WGAXX |
GVIXX |
- |
WFFXX |
NWGXX |
N/A |
Allspring
Heritage Money Market
Fund |
- |
- |
SHMXX |
SHIXX |
- |
WFJXX |
WHTXX |
- |
Allspring
Money Market Fund |
STGXX |
N/A1
|
- |
- |
WMPXX |
- |
WMOXX |
- |
Allspring
Municipal Cash Management
Money Market Fund |
- |
- |
WUCXX |
EMMXX |
- |
- |
EISXX |
- |
Allspring National
Tax-Free Money
Market Fund |
NWMXX |
- |
WNTXX |
- |
WFNXX |
- |
MMIXX |
- |
Allspring Treasury
Plus Money
Market Fund |
PIVXX |
- |
WTPXX |
PISXX |
- |
WTLXX |
PRVXX |
- |
Allspring
100% Treasury Money
Market Fund |
WFTXX |
- |
WTRXX |
WOTXX |
- |
- |
NWTXX |
- |
Allspring
Funds Trust
(the “Trust”) is an open-end, management investment company. This Statement of
Additional Information (“SAI”) contains additional
information about the above referenced series of the Trust in the Allspring
family of funds - (each, a “Fund” and collectively, the “Funds”).
This SAI is
not a prospectus and should be read in conjunction with the Funds’ Prospectuses
(each a “Prospectus” and collectively the “Prospectuses”) dated
June 1,
2023. The audited financial statements for the Funds, which include the
portfolios of investments and report of the independent registered
public accounting firm for the fiscal year ended January 31,
2023, are hereby incorporated by reference to the Funds’ Annual
Reports dated as of
January 31,
2023. The Prospectuses, Annual Reports and Semi-Annual Reports may be obtained
free of charge by visiting www.allspringglobal.com,
calling 1-800-222-8222
or writing to Allspring
Funds, P.O. Box 219967, Kansas City, MO 64121-9967.
SAI0478
6-23
Table
of Contents
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HISTORICAL
FUND INFORMATION
The Trust
was organized as a Delaware statutory trust on March 10, 1999. On March 25,
1999, the Board of Trustees of Norwest
Advantage Funds (“Norwest”), the Board of Directors of Stagecoach Funds, Inc.
(“Stagecoach”) and the Board of
Trustees of the Trust (the “Board”), approved an Agreement and Plan of
Reorganization providing for, among other
things, the transfer of the assets and stated liabilities of various predecessor
Norwest and Stagecoach portfolios
to certain Funds of the Trust (the “Reorganization”). Prior to November 5, 1999,
the effective date of the Reorganization,
the Trust had only nominal assets.
On December
16, 2002, the Boards of Trustees of The Montgomery Funds and The Montgomery
Funds II (collectively,
“Montgomery”) approved an Agreement and Plan of Reorganization providing for,
among other things, the
transfer of the assets and stated liabilities of various predecessor Montgomery
portfolios into various Funds of the Trust.
The effective date of the reorganization was June 9, 2003.
On February
3, 2004, the Board, and on February 18, 2004, the Board of Trustees of The
Advisors’ Inner Circle Fund (“AIC
Trust”), approved an Agreement and Plan of Reorganization providing for, among
other things, the transfer of the assets
and stated liabilities of various predecessor AIC Trust portfolios into various
Funds of the Trust. The effective
date of the reorganization was July 26, 2004.
In August
and September 2004, the Boards of Directors of the Strong family of funds
(“Strong”) and the Board approved an
Agreement and Plan of Reorganization providing for, among other things, the
transfer of the assets and stated
liabilities of various predecessor Strong mutual funds into various Funds of the
Trust. The effective date of the reorganization
was April 8, 2005.
On December
30, 2009, the Board of Trustees of Evergreen Funds (“Evergreen”), and on January
11, 2010, the Board, approved an
Agreement and Plan of Reorganization providing for, among other things, the
transfer of the assets and stated
liabilities of various predecessor Evergreen portfolios and Wells Fargo
Advantage Funds portfolios to certain Funds of
the Trust. The effective date of the reorganization was July 12, 2010 for
certain Evergreen Funds, and July 19, 2010
for the remainder of the Evergreen Funds.
On December
15, 2015, the Wells Fargo Advantage Funds changed its name to the Wells Fargo
Funds.
On December
6, 2021, the Wells Fargo Funds changed its name to the Allspring
Funds.
The
Government
Money Market Fund commenced
operations on November 8, 1999 as successor to the Government
Money Market Fund of Stagecoach and the U.S. Government Fund of Norwest. The
predecessor Norwest
U.S. Government Fund, which is considered the surviving entity for accounting
purposes, commenced operations
on November 16, 1987.
The
Heritage
Money Market Fund commenced
operations on April 11, 2005, as successor to the Strong Heritage Money
Market Fund. The predecessor Strong Heritage Money Market Fund commenced
operations on June 29, 1995.
The
Money
Market Fund commenced
operations on November 8, 1999 as successor to the Class A shares of the
Prime Money
Market Fund of Stagecoach, the Money Market Fund of Stagecoach and the Ready
Cash Investment Fund of
Norwest. The predecessor Stagecoach Money Market Fund, which is considered the
surviving entity for accounting
purposes, commenced operations on July 1, 1992.
The
Municipal
Cash Management Money Market Fund commenced
operations on July 12, 2010, as successor to the Evergreen
Institutional Municipal Money Market Fund. The predecessor fund commenced
operations on November
20, 1996.
The
National
Tax-Free Money Market Fund commenced
operations on November 8, 1999 as successor to the Institutional
Class shares of the National Tax-Free Money Market Fund of Stagecoach and the
Service Class shares of the
Municipal Money Market Fund of Norwest. The predecessor Norwest Municipal Money
Market Fund, which is considered
the surviving entity for accounting purposes, commenced operations on January 7,
1988. The Fund changed its
name from the National Tax-Free Institutional Money Market Fund to the National
Tax-Free Money Market Fund
effective July 28, 2003.
The
Treasury
Plus Money Market Fund commenced
operations on November 8, 1999 as successor to the Administrative,
Service and Institutional Class shares of the Treasury Plus Money Market Fund of
Stagecoach and the Service
Class shares of the Treasury Plus Fund of Norwest. The predecessor Stagecoach
Treasury Plus Money Market Fund, which
is considered the surviving entity for accounting purposes, commenced operations
on October 1, 1985. The
Fund changed its name from the Treasury Plus Institutional Money Market Fund to
the Treasury Plus Money
Market Fund effective July 28, 2003.
The
100%
Treasury Money Market Fund commenced
operations on November 8, 1999 as successor to the Treasury Fund of
Norwest. The predecessor Norwest Treasury Fund was originally organized as a
fund of Norwest and commenced
operations on December 3, 1990.
FUND
INVESTMENT POLICIES AND RISKS
Fundamental Investment
Policies
Each Fund
has adopted the following fundamental investment policies; that is, they may not
be changed without approval by
the holders of a majority (as defined under the Investment Company Act of 1940,
as amended (the “1940 Act”)
of the outstanding voting securities of each Fund.
The
Funds may not:
(1)
purchase the securities of issuers conducting their principal business activity
in the same industry if, immediately after the
purchase and as a result thereof, the value of a Fund’s investments in that
industry would equal or exceed 25% of the
current value of the Fund’s total assets, provided that this restriction does
not limit a Fund’s: (i) investments
in securities of other investment companies, (ii) investments in securities
issued or guaranteed by the U.S.
Government, its agencies or instrumentalities, (iii) investments in municipal
securities (for the purpose of this restriction,
private activity bonds and notes shall not be deemed municipal securities if the
payments of principal and
interest on such bonds or notes is the ultimate responsibility of nongovernment
issuers), (iv) investments in repurchase
agreements; provided further that each Fund reserves freedom of action to
concentrate in the obligations
of domestic banks (as such term is interpreted by the Securities and Exchange
Commission (the “SEC”)) or its
staff); and provided further that each of the Municipal Cash Management Money
Market Fund and National Tax-Free
Money Market Fund (a) may invest 25% or more of the current value of its total
assets in private activity bonds or
notes that are the ultimate responsibility of non-government issuers conducting
their principal business activity in
the same industry and (b) may invest 25% or more of the current value of its
total assets in securities whose
issuers are located in the same state or securities the interest and principal
on which are paid from revenues of similar
type projects;
(2)
purchase securities of any issuer if, as a result, with respect to 75% of a
Fund’s total assets, more than 5% of the value of
its total assets would be invested in the securities of any one issuer or the
Fund’s ownership would be more than 10% of
the outstanding voting securities of such issuer, provided that this restriction
does not limit a Fund’s investments
in securities issued or guaranteed by the U.S. Government, its agencies and
instrumentalities, or investments
in securities of other investment companies;
(3) borrow
money, except to the extent permitted under the 1940 Act, including the rules,
regulations and any exemptive
orders obtained thereunder;
(4) issue
senior securities, except to the extent permitted under the 1940 Act, including
the rules, regulations and any
exemptive orders obtained thereunder;
(5) make
loans to other parties if, as a result, the aggregate value of such loans would
exceed one-third of a Fund’s total
assets. For the purposes of this limitation, entering into repurchase
agreements, lending securities and acquiring
any debt securities are not deemed to be the making of loans;
(6)
underwrite securities of other issuers, except to the extent that the purchase
of permitted investments directly from the
issuer thereof or from an underwriter for an issuer and the later disposition of
such securities in accordance with a
Fund’s investment program may be deemed to be an
underwriting;
(7)
purchase or sell real estate unless acquired as a result of ownership of
securities or other instruments (but this shall not
prevent a Fund from investing in securities or other instruments backed by real
estate or securities of companies
engaged in the real estate business);
(8)
purchase or sell commodities, provided that (i) currency will not be deemed to
be a commodity for purposes of this
restriction, (ii) this restriction does not limit the purchase or sale of
futures contracts, forward contracts or options,
and (iii) this restriction does not limit the purchase or sale of securities or
other instruments backed by commodities
or the purchase or sale of commodities acquired as a result of ownership of
securities or other instruments;
(9) with
respect to the Municipal Cash Management Money Market Fund, invest less than 80%
of net assets plus investment
borrowings, under normal circumstances, in municipal obligations that pay
interest exempt from federal income tax,
but not necessarily the federal alternative minimum tax (“AMT”);
(10) with
respect to the National Tax-Free Money Market Fund, invest less than 80% of net
assets plus investment borrowings,
under normal circumstances, in investments the income from which is exempt from
federal income tax (including
federal AMT).
Non-Fundamental Investment
Policies
Each Fund
has adopted the following non-fundamental policies; that is, they may be changed
by the Trustees at any time
without approval of such Fund’s shareholders.
(1) Each
Fund may invest in shares of other investment companies to the extent permitted
under the 1940 Act, including
the rules, regulations and any exemptive orders obtained thereunder, provided
however, that no Fund that has
knowledge that its shares are purchased by another investment company investor
pursuant to Section 12(d)(1)(G)
of the 1940 Act will acquire any securities of registered open-end management
investment companies or registered
unit investment trusts in reliance on Section 12(d)(1)(F) or 12(d)(1)(G) of the
1940 Act.
(2) Each
Fund may not invest or hold more than 5% of the Fund’s net assets in illiquid
securities. For this purpose, illiquid
securities include, among others, (a) securities that are illiquid by virtue of
the absence of a readily available market or
legal or contractual restrictions on resale, (b) fixed time deposits that are
subject to withdrawal penalties and that
have maturities of more than seven days, and (c) repurchase agreements not
terminable within seven days.
(3) Each
Fund may lend securities from its portfolio to approved brokers, dealers and
financial institutions, to the extent
permitted under the 1940 Act, including the rules, regulations and exemptions
thereunder, which currently limit such
activities to one-third of the value of a Fund’s total assets (including the
value of the collateral received). Any such
loans of portfolio securities will be fully collateralized based on values that
are marked-to-market daily.
(4) Each
Fund may not make investments for the purpose of exercising control or
management, provided that this restriction
does not limit a Fund’s investments in securities of other investment companies
or investments in entities created
under the laws of foreign countries to facilitate investment in securities of
that country.
(5) Each
Fund may not purchase securities on margin (except for short-term credits
necessary for the clearance of transactions).
(6) Each
Fund may not sell securities short, unless it owns or has the right to obtain
securities equivalent in kind and amount to
the securities sold short (short sales “against the box”), and provided that
transactions in futures contracts
and options are not deemed to constitute selling securities short.
(7) Each
Fund that is subject to Rule 35d-1 (the “Names Rule”) under the 1940 Act, and
that has a non-fundamental policy or
policies in place to comply with the Names Rule, has adopted the following
policy:
Shareholders
will receive at least 60 days notice of any change to a Fund’s non-fundamental
policy complying with the Names
Rule. The notice will be provided in plain English in a separate written
document, and will contain the following
prominent statement or similar statement in bold-face type: “Important Notice
Regarding Change in Investment
Policy.” This statement will appear on both the notice and the envelope in which
it is delivered, unless it is
delivered separately from other communications to investors, in which case the
statement will appear either on the notice
or the envelope in which the notice is delivered. The investment policy of the
Government Money Market Fund, the
Treasury Plus Money Market Fund and the 100% Treasury Money Market Fund
concerning “80% of the
Fund’s net
assets” may be changed by the Board of Trustees without shareholder approval,
but shareholders would be given at
least 60 days’ notice. The investment policy of the Municipal Cash Management
Money Market Fund and the
National Tax-Free Money Market Fund concerning “80% of the Fund’s net assets”
may only be changed with shareholder
approval.
Further Explanation of Investment
Policies
Notwithstanding
the foregoing policies, any other investment companies in which the Funds may
invest have adopted
their own investment policies, which may be more or less restrictive than those
listed above, thereby allowing
the Funds to participate in certain investment strategies indirectly that are
prohibited under the fundamental
and non-fundamental investment policies listed above.
With
respect to the exclusion of investments in other investment companies from the
fundamental investment policy regarding
concentration, Allspring Funds Management will use reasonable efforts to
consider the amount of any one industry
represented by the investments held in other investment companies when
monitoring a Fund’s
compliance with its
fundamental investment policy regarding industry concentration.
Permitted Investment Activities and Certain
Associated Risks
Set forth
below are descriptions of permitted investment activities for the Funds and
certain of their associated risks. The
activities are organized into various categories. To the extent that an activity
overlaps two or more categories, the
activity is referenced only once in this section. Not all of the Funds
participate in all of the investment activities described
below. In addition, with respect to any particular Fund, to the extent that an
investment activity is described
in such Fund’s Prospectus as being part of its principal investment strategy,
the information provided below
regarding such investment activity is intended to supplement, but not supersede,
the information contained in the
Prospectus, and the Fund may engage in such investment activity in accordance
with the limitations set forth in the
Prospectus. To the extent an investment activity is described in this SAI that
is not referenced in the Prospectus,
a Fund under normal circumstances will not engage in such investment activity
with more than 15% of its assets
unless otherwise specified below. Unless otherwise noted or required by
applicable law, the percentage limitations
included in this SAI apply at the time of purchase of a security.
For
purposes of monitoring the investment policies and restrictions of the Funds
(with the exception of the loans of portfolio
securities policy described below), the amount of any securities lending
collateral held by a Fund will be excluded in
calculating total assets.
The Funds
invest exclusively in money market instruments, which are high quality,
short-term investments that provide
short-term funds to businesses, financial institutions and governments. Common
money market instruments include
U.S. Government obligations, bank obligations, corporate bonds, commercial
paper, municipal securities, asset- and
mortgage-backed securities, and repurchase agreements. Please note that not all
securities that fall within the
categories of permitted investment activities set forth below qualify as money
market instruments, and the Funds
are not permitted to purchase such securities unless they so qualify. In the
event a money market security held by a
Fund ceases to be an “Eligible Security” (as defined in Rule 2a-7 under the 1940
Act) or no longer presents minimal
credit risks, immediate sale of such security is not required, provided that the
Board has determined that disposal of
the portfolio security would not be in the best interests of the
Fund.
DEBT
SECURITIES
Debt
securities include bonds, corporate debt securities and similar instruments,
issued by various U.S. and non-U.S. public- or
private-sector entities. The issuer of a debt security has a contractual
obligation to pay interest at a stated rate on
specific dates and to repay principal (the debt security’s face value)
periodically or on a specified maturity date. An
issuer may have the right to redeem or “call” a debt security before maturity,
in which case the investor may have to
reinvest the proceeds at lower market rates. The value of fixed-rate debt
securities will tend to fall when interest
rates rise, and rise when interest rates fall. The values of “floating-rate” or
“variable-rate” debt securities, on the other
hand, fluctuate much less in response to market interest-rate movements than the
value of fixed-rate debt securities.
Debt securities may be senior or subordinated obligations. Senior obligations,
including certain bonds and
corporate debt securities, generally have the first claim on a corporation’s
earnings and assets and, in the event of
liquidation, are paid before subordinated debt. Debt securities may be unsecured
(backed only by the issuer’s general
creditworthiness) or secured (also backed by specified
collateral).
Debt
securities are interest-bearing investments that promise a stable stream of
income; however, the prices of such securities
are inversely affected by changes in interest rates and, therefore, are subject
to the risk of market price fluctuations.
Longer-term securities are affected to a greater extent by changes in interest
rates than shorter-term securities.
The values of debt securities also may be affected by changes in the credit
rating or financial condition of the issuing
entities. Investing in debt securities is subject to certain risks including,
among others, credit and interest rate risk,
as more fully described in this section.
Interest
rate risk refers to the possibility that interest rates will change over time.
When interest rates rise, the value of debt
securities tends to fall. The longer the terms of the debt securities held by a
Fund, the more the Fund is subject to
this risk. If interest rates decline, interest that the Fund is able to earn on
its investments in debt securities may also
decline, which could cause the Fund to reduce the dividends it pays to
shareholders, but the value of those securities
may increase.
A Fund may
face a heightened level of interest rate risk during periods when short-term or
long-term interest rates rise
sharply or in an unanticipated manner. Such interest rates increases may have
unpredictable effects on the market and
the Fund’s investments, which could cause the Fund to lose
money.
Very low or
negative interest rates may magnify interest rate risk. Certain countries have
at times experienced negative
interest rates on deposits and debt instruments have traded at negative yields.
A negative interest rate policy is
an unconventional central bank monetary policy tool where nominal target
interest rates are set with a negative
value (i.e., below zero percent) intended to help create self-sustaining growth
in the local economy. The prevalence
of negatives interest rates may increase or decrease in the future. To the
extent a Fund has a bank deposit or
holds a debt instrument with a negative interest rate to maturity, the Fund
would generate a negative return on
that investment. While negative yields can be expected to reduce demand for
fixed-income investments trading at
a negative interest rate, investors may be willing to continue to purchase such
investments for a number of reasons
including, but not limited to, price insensitivity, arbitrage opportunities
across fixed-income markets or rules-based
investment strategies. If negative interest rates become more prevalent in the
market, it is expected that investors
will seek to reallocate assets to other income-producing assets such as
investment grade and high-yield debt
instruments, or equity investments that pay a dividend. This increased demand
for higher yielding assets may cause the
price of such instruments to rise while triggering a corresponding decrease in
yield and the value of debt instruments
over time.
A Fund may
purchase instruments that are not rated if, as determined by the Fund’s
sub-adviser, such obligations present
minimal credit risk.
Certain of
the debt obligations a Fund may purchase (including certificates of
participation, commercial paper and other
short-term obligations) may be backed by a letter of credit from a bank or
insurance company. A letter of credit
guarantees that payment to a lender will be received on time and for the correct
amount, and is typically unconditional
and irrevocable. In the event that the indebted party is unable to make payment
on the debt obligation,
the bank or insurance company will be required to cover the full or remaining
amount of the debt obligation.
Corporate
debt securities are long and short term fixed-income securities typically issued
by businesses to finance their
operations. The issuer of a corporate debt security has a contractual obligation
to pay interest at a stated rate on specific
dates and to repay principal periodically or on a specified maturity date. The
rate of interest on a corporate
debt security may be fixed, floating, or variable, and could vary directly or
inversely with respect to a reference
rate. An issuer may have the right to redeem or “call” a corporate debt security
before maturity, in which case the
investor may have to reinvest the proceeds at lower market rates. The value of
fixed-rate corporate debt securities
will tend to fall when interest rates rise and rise when interest rates fall.
Senior obligations generally have the first
claim on a corporation’s earnings and assets and, in the event of liquidation,
are paid before subordinated debt.
Corporate debt securities may be unsecured (backed only by the issuer’s general
creditworthiness) or secured (also
backed by specified collateral). Because of the wide range of types and
maturities of corporate debt securities, as well as
the range of creditworthiness of issuers, corporate debt securities can have
widely varying risk/return profiles.
LIBOR Transition. The Funds’
investments, payment obligations and financing terms may be based on floating
rates, such as
London Inter-bank Offered Rate (“LIBOR”), Euro Interbank Offered Rate
(“EURIBOR”), Secured Overnight Financing
Rate (“SOFR”) and other similar types of reference rates (each, a “Reference
Rate”). Certain LIBOR settings ceased
publication on December 31, 2021 and a majority of U.S. dollar LIBOR settings
will cease publication after June 30,
2023. Specifically, effective after December 31, 2021, all four LIBOR
settings (Great British Pound (“GBP”), Euro, Swiss
Franc and Japanese Yen) and the one-week and two-month U.S. dollar LIBOR
settings, ceased publication.
The remaining U.S. dollar LIBOR settings, including three-month U.S. dollar
LIBOR, will continue at least through
June 30, 2023. Various financial industry groups have begun planning for that
transition and certain regulators
and industry groups have taken actions to establish alternative Reference Rates.
SOFR which is intended to replace
U.S. dollar LIBOR and measures the cost of overnight borrowings through
repurchase agreement transactions
collateralized with U.S. Treasury securities, and the Sterling Overnight Index
Average Rate (“SONIA”), which is
intended to replace GBP LIBOR and measures the overnight interest rate paid by
banks for unsecured transactions
in the sterling market, have been identified as replacement rates, although
other replacement rates could be
adopted by market participants.
The
termination of certain Reference Rates presents risks to the Funds. At this
time, it is not possible to exhaustively identify or
predict the effect of any such changes, any establishment of alternative
Reference Rates or any other reforms to
Reference Rates that may be enacted in the UK or elsewhere. The elimination of a
Reference Rate, or any other
changes or reforms to the determination or supervision of Reference Rates, could
have an adverse impact on the market
for, or value of any, securities or payments linked to those Reference Rates and
other financial obligations held by a
Fund, or on its overall financial condition or results of operations. In
addition, any substitute Reference Rate, and
any pricing adjustments imposed by a regulator or by counterparties or
otherwise, may adversely affect a Fund’s
performance and/or net asset value.
Adjustable Rate
Obligations. Adjustable
rate obligations include demand notes, medium term notes, bonds, commercial
paper, and certificates of participation in such instruments. The interest rate
on adjustable rate obligations
may be floating or variable. For certain adjustable-rate obligations, the rate
rises and declines based on the
movement of a reference index of interest rates and is adjusted periodically
according to a specified formula. Adjustable-rate
securities generally are less sensitive to interest rate changes, but may lose
value if their interest rates do
not rise as much, or as quickly, as interest rates in general. Conversely,
adjustable-rate securities generally will not
increase in value if interest rates decline. When a Fund holds adjustable-rate
securities, a reduction in market or
reference interest rates will reduce the income received from such
securities.
Adjustable-rate
obligations include floating- and variable-rate obligations. The interest rate
on a variable-rate demand
obligation is adjusted automatically at specified intervals, while the interest
rate on floating-rate obligations is adjusted
when the rate on the underlying index changes. These obligations typically have
long-stated maturities and may
have a conditional or unconditional demand feature that permits the holder to
demand payment of principal
at any time or at specified intervals. Variable-rate demand notes also include
master demand notes that are obligations
that permit a Fund to invest fluctuating amounts, which may change daily without
penalty, pursuant to direct
arrangements between the Fund, as lender, and the borrower. The borrower may
have a right, after a given period, to
prepay at its discretion the outstanding principal amount of the obligations
plus accrued interest upon a specified
number of days’ notice to the holders of such obligations. For more information,
refer to “Variable Amount Master
Demand Notes.”
Some
adjustable rate obligations may be secured by letters of credit or other credit
support arrangements provided by banks.
Such credit support arrangements often include unconditional and irrevocable
letters of credit that are issued by a
third party, usually a bank, which assumes the obligation for payment of
principal and interest in the event of
default by the issuer. Letters of credit are designed to enhance liquidity and
ensure repayment of principal and any
accrued interest if the underlying variable rate demand obligation should
default. Some variable rate obligations
feature other credit enhancements, such as standby bond purchase agreements
(“SBPAs”). A SBPA can feature a
liquidity facility that is designed to provide funding for the purchase price of
variable rate obligations that fail to be
remarketed. The liquidity facility provider is obligated solely to advance funds
for the purchase of tendered variable
rate bonds that fail to be remarketed and does not guarantee the repayment of
principal or interest. The liquidity
facility provider’s obligations under the SBPA are subject to conditions,
including the continued creditworthiness
of the underlying borrower or issuer, and the facility may terminate upon the
occurrence of certain
events of
default or at the expiration of its term. In addition, a liquidity facility
provider may fail to perform its obligations.
A Fund may
be unable to timely dispose of a variable rate obligation if the issuer defaults
and the letter of credit or liquidity
facility provider fails to perform its obligations or the facility otherwise
terminates and a successor letter of credit or
liquidity provider is not immediately obtained. The potential adverse impact to
a Fund resulting from the inability
of a letter of credit or liquidity facility provider to meet its obligations
could be magnified to the extent the provider
also furnishes credit support for other variable-rate obligations held by the
Fund.
In the case
of adjustable-rate securities that are not subject to a demand feature, a Fund
is reliant on the secondary market for
liquidity. In addition, there generally is no established secondary market for
master demand notes because
they are direct lending arrangements between the lender and borrower.
Accordingly, where these obligations
are not secured by letters of credit, SBPAs or other credit support
arrangements, a Fund is dependent on the ability
of the borrower to pay principal and interest in accordance with the terms of
the obligations. The failure by a Fund
to receive scheduled interest or principal payments on a loan would adversely
affect the income of the Fund and
would likely reduce the value of its assets, which would be reflected in a
reduction in the Fund’s NAV.
Adjustable-rate
obligations may or may not be rated by nationally recognized statistical ratings
organizations (e.g., Moody’s
Investors Service, Inc. (“Moody’s”), Standard & Poor’s Rating Group
(“S&P”), or Fitch Investors Service, Inc. (“Fitch”)).
Adjustable-rate obligations are subject to credit and other risks generally
associated with debt securities.
Asset-Backed
Securities.
Asset-backed securities are securities that are secured or “backed” by pools of
various types of
assets on which cash payments are due at fixed intervals over set periods of
time. Asset-backed securities are created
in a process called securitization. In a securitization transaction, an
originator of loans or an owner of accounts
receivable of a certain type of asset class sells such underlying assets to a
special purpose entity, so that there is no
recourse to such originator or owner. Payments of principal and interest on
asset-backed securities typically
are tied to payments made on the pool of underlying assets in the related
securitization. Such payments on the
underlying assets are effectively “passed through” to the asset-backed security
holders on a monthly or other regular,
periodic basis. The level of seniority of a particular asset-backed security
will determine the priority in which the holder
of such asset-backed security is paid, relative to other security holders and
parties in such securitization. Examples of
underlying assets include consumer loans or receivables, home equity loans,
credit card loans, student loans,
automobile loans or leases, and timeshares, although other types of receivables
or assets also may be used as underlying
assets.
While
asset-backed securities typically have a fixed, stated maturity date, low
prevailing interest rates may lead to an increase in
the prepayments made on the underlying assets. This may cause the outstanding
balances due on the underlying
assets to be paid down more rapidly. As a result, a decrease in the originally
anticipated interest from such
underlying securities may occur, causing the asset-backed securities to pay-down
in whole or in part prior to their
original stated maturity date. Prepayment proceeds would then have to be
reinvested at the lower prevailing interest
rates. Conversely, prepayments on the underlying assets may be less than
anticipated, especially during periods of
high or rising interest rates, causing an extension in the duration of the
asset-backed securities. The impact of
any prepayments made on the underlying assets may be difficult to predict and
may result in greater volatility.
Delinquencies
or losses that exceed the anticipated amounts for a given securitization could
adversely impact the payments
made on the related asset-backed securities. This is a reason why, as part of a
securitization, asset-backed securities
are often accompanied by some form of credit enhancement, such as a guaranty,
insurance policy, or subordination.
Credit protection in the form of derivative contracts may also be purchased. In
certain securitization transactions,
insurance, credit protection, or both may be purchased with respect to only the
most senior classes of asset-backed
securities, on the underlying collateral pool, or both. The extent and type of
credit enhancement varies across
securitization transactions.
Asset-backed
securities carry additional risks including, but not limited to, the possibility
that: i) the creditworthiness of the
credit support provider may deteriorate; and ii) such securities may become less
liquid or harder to value as a result of
market conditions or other circumstances.
Bank Obligations. Bank
obligations include certificates of deposit, time deposits, bankers’
acceptances, and other short-term
obligations of domestic banks, foreign subsidiaries of domestic banks, foreign
branches of domestic banks,
domestic and foreign branches of foreign banks, domestic savings and loan
associations and other banking institutions.
Certificates of deposit are negotiable certificates evidencing the obligation of
a bank to repay funds deposited
with it for a specified period of time. Time deposits are non-negotiable
deposits maintained in a banking institution
for a specified period of time at a stated interest rate. Bankers’ acceptances
are credit instruments evidencing
the obligation of a bank to pay a draft drawn on it by a customer. These
instruments reflect the obligation both of the
bank and of the customer to pay the face amount of the instrument upon maturity.
Other short-term obligations
may include uninsured, direct obligations of the banking institution bearing
fixed, floating or variable interest
rates.
The
activities of U.S. banks and most foreign banks are subject to comprehensive
regulations. New legislation or regulations,
or changes in interpretation and enforcement of existing laws or regulations,
may affect the manner of operations
and profitability of domestic banks. With respect to such obligations issued by
foreign branches of domestic
banks, foreign subsidiaries of domestic banks, and domestic and foreign branches
of foreign banks, a Fund may be
subject to additional investment risks that are different in some respects from
those incurred by a Fund that invests
only in debt obligations of domestic issuers. Such risks include political,
regulatory or economic developments,
the possible imposition of foreign withholding and other taxes (at potentially
confiscatory levels) on amounts
realized on such obligations, the possible establishment of exchange controls or
the adoption of other foreign
governmental restrictions that might adversely affect the payment of principal
and interest on these obligations
and the possible seizure or nationalization of foreign deposits. The
distress, impairment, or failure of one or more
banking institutions may affect the value of a Fund’s investments. The failure
of a banking institution could raise
economic concerns over disruption in the industry. There can be no certainty
that any actions taken by governments
or quasi-governmental organizations will be effective in mitigating the effects
of the failure of banking institutions
on the economy or restoring public confidence in banking
institutions.
In
addition, foreign branches of domestic banks and foreign banks may be subject to
less stringent reserve requirements
and to different regulatory, accounting, auditing, reporting and recordkeeping
standards than those applicable
to domestic branches of U.S. banks.
Banks may
be particularly susceptible to certain economic factors, such as interest rate
changes or adverse developments
in the market for real estate. Fiscal and monetary policy and general economic
cycles can affect the availability
and cost of funds, loan demand and asset quality and thereby impact the earnings
and financial conditions
of banks. Further, the traditional banking industry is experiencing increased
competition from alternative types of
financial institutions.
Commercial Paper. Commercial
paper is a short-term, promissory note issued by a bank, corporation or other
borrower to
finance short-term credit needs. Commercial paper is typically unsecured but it
may be supported by letters of
credit, surety bonds or other forms of collateral. Commercial paper may be sold
at par or on a discount basis and
typically has a maturity from 1 to 270 days. Like bonds, and other fixed-income
securities, commercial paper
prices are susceptible to fluctuations in interest rates. As interest rates
rise, commercial paper prices typically will
decline and vice versa. The short-term nature of a commercial paper investment,
however, makes it less susceptible
to such volatility than many other securities. Variable amount master demand
notes are a type of commercial
paper. They are demand obligations that permit the investment of fluctuating
amounts at varying market rates of
interest pursuant to arrangements between the issuer and a commercial bank
acting as agent for the payee of such
notes whereby both parties have the right to vary the amount of the outstanding
indebtedness on the notes.
Dollar Roll
Transactions. Dollar
roll transactions are transactions wherein a Fund sells fixed-income securities
and simultaneously
makes a commitment to purchase similar, but not identical, securities at a later
date from the same party and
at a predetermined price. Mortgage-backed security dollar rolls and U.S.
Treasury dollar rolls are types of dollar
rolls. Like a forward commitment, during the roll period, no payment is made by
a Fund for the securities purchased,
and no interest or principal payments on the securities purchased accrue to the
Fund, but the Fund assumes the
risk of ownership. A Fund is compensated for entering into dollar roll
transactions by the difference between the
current sales price and the forward price for the future purchase, as well as by
the interest earned on the cash
proceeds of the initial sale. Dollar roll transactions may result in higher
transaction costs for a Fund.
Like other
when-issued securities or firm commitment agreements, dollar roll transactions
involve the risk that the market
value of the securities sold by a Fund may decline below the price at which the
Fund is committed to purchase
similar securities. In the event the buyer of securities from a Fund under a
dollar roll transaction becomes insolvent,
the Fund’s use of the proceeds of the transaction may be restricted pending a
determination by the other party, or
its trustee or receiver, whether to enforce the Fund’s obligation to repurchase
the securities. A Fund will engage in
dollar roll transactions for the purpose of acquiring securities for its
portfolio and not for investment leverage.
Floating- and Variable-Rate
Obligations
Floating-
and variable-rate obligations include obligations such as demand notes, bonds
and preferred shares. Variable-rate
demand notes include master demand notes that are obligations that permit a Fund
to invest fluctuating
amounts, which may change daily without penalty, pursuant to direct arrangements
between the Fund, as lender,
and the borrower. The interest rate on a floating-rate demand obligation is
based on a referenced lending rate, such
as a bank’s prime rate, and is adjusted automatically each time such rate is
adjusted. The interest rate on a variable-rate
demand obligation is adjusted automatically at specified intervals. The issuer
of such obligations ordinarily
has a right, after a given period, to prepay at its discretion the outstanding
principal amount of the obligations
plus accrued interest upon a specified number of days notice to the holders of
such obligations. Frequently,
such obligations are secured by letters of credit or other credit support
arrangements provided by banks. Such
features often include unconditional and irrevocable letters of credit that are
issued by a third party, usually a
bank, savings and loan association or insurance company which assumes the
obligation for payment of principal
and interest in the event of default by the issuer. Letters of credit are
designed to enhance liquidity and ensure
repayment of principal and any accrued interest if the underlying variable-rate
demand obligation should default.
Some variable rate obligations feature other credit enhancements, such as
standby bond purchase agreements
(“SBPAs”). An SBPA can feature a liquidity facility that is designed to provide
funding for the purchase price of
variable rate obligations that are unable to be successfully remarketed for
resale. The liquidity facility provider is
obligated solely to advance funds for the purchase of tendered variable rate
bonds that fail to be remarketed
and does not guarantee the repayment of principal or interest. The liquidity
facility provider’s obligations under the
SBPA are subject to conditions, including the continued creditworthiness of the
underlying borrower or issuer, and
the facility may terminate upon the occurrence of certain events of default or
at the expiration of its term. In
addition, a liquidity facility provider may fail to perform its obligations. A
Fund may be unable to timely dispose of a variable
rate obligation if the underlying issuer defaults and the letter of credit or
liquidity facility provider fails to perform its
obligations or the facility otherwise terminates and a successor letter of
credit or liquidity provider is not immediately
obtained. The potential adverse impact to a Fund resulting from the inability of
a letter of credit or liquidity
facility provider to meet its obligations could be magnified to the extent the
provider also furnishes credit support for
other variable-rate obligations held by the Fund.
There
generally is no established secondary market for certain variable-rate
obligations, such as those not supported by letters
of credit, SBPAs or other credit support arrangements, because they are
direct lending arrangements between the
lender and borrower. Accordingly, where these obligations are not secured by
letters of credit, SBPAs or other
credit support arrangements, a Fund is dependent on the ability of the borrower
to pay principal and interest on demand.
Such obligations frequently are not rated by credit rating agencies and a Fund
may invest in obligations which are
not so rated only if the sub-adviser determines that at the time of investment
the obligations are of comparable
quality to the other obligations in which such Fund may invest. The sub-adviser,
on behalf of a Fund, monitors
the creditworthiness of the issuers of the floating- and variable-rate demand
obligations in such Fund’s portfolio.
Floating- and variable-rate instruments are subject to interest-rate and credit
risks and other risks generally associated
with debt securities. The floating- and variable-rate instruments that the Funds
may purchase include certificates
of participation in such instruments.
Foreign Obligations and
Securities.
Investments in foreign obligations and securities include high-quality,
short-term (thirteen
months or less) debt obligations of foreign issuers, including foreign branches
of U.S. banks, U.S. branches of foreign
banks, foreign governmental agencies and foreign companies that are denominated
in and pay interest in U.S.
dollars. Investments in foreign obligations involve certain considerations that
are not typically associated with investing
in domestic obligations. There may be less publicly available information about
a foreign issuer than about a domestic
issuer and the available information may be less reliable. Foreign issuers also
are not generally subject to
the same
accounting, auditing and financial reporting standards or governmental
supervision as domestic issuers. In addition,
with respect to certain foreign countries, taxes may be withheld at the source
under foreign tax laws, and there is a
possibility of expropriation or potentially confiscatory levels of taxation,
political or social instability or diplomatic
developments that could adversely affect investments in, the liquidity of, and
the ability to enforce contractual
obligations with respect to, obligations of issuers located in those countries.
Amounts realized on certain foreign
securities in which a Fund may invest may be subject to foreign withholding or
other taxes that could reduce the return
on these securities. Tax treaties between the United States and foreign
countries, however, may reduce or eliminate
the amount of foreign taxes to which the Fund would otherwise be
subject.
Recent
Events in European Countries. A number
of countries in Europe have experienced severe economic and financial
difficulties. Many non-governmental issuers, and even certain governments, have
defaulted on, or been forced to
restructure, their debts; many other issuers have faced difficulties obtaining
credit or refinancing existing obligations;
financial institutions have in many cases required government or central bank
support, have needed to raise
capital, and/or have been impaired in their ability to extend credit; and
financial markets in Europe and elsewhere
have experienced extreme volatility and declines in asset values and liquidity.
These difficulties may continue,
worsen or spread within and beyond Europe. Responses to the financial problems
by European governments,
central banks and others, including austerity measures and reforms, may not
work, may result in social unrest and
may limit future growth and economic recovery or have other unintended
consequences. Further defaults or
restructurings by governments and others of their debt could have additional
adverse effects on economies,
financial markets and asset valuations around the world.
The United
Kingdom formally left the European Union (“EU”) on January 31, 2020 (a measure
commonly referred to as
“Brexit”). Following the withdrawl, in December 2020, the United Kingdom and the
EU entered into a new trading relationship.
The agreement allows for continued trading free of tariffs, but institutes other
new requirements for trading
between the United Kingdom and the EU.
Even with a
new trading relationship having been established, Brexit could continue to
affect European or worldwide political,
regulatory, economic, or market conditions. There is the possibility that there
will continue to be considerable
uncertainty about the potential impact of these developments on United Kingdom,
European and global
economies and markets. There is also the possibility of withdrawal movements
within other EU countries and the
possibility of additional political, economic and market uncertainty and
instability. Brexit and any similar developments
may have negative effects on economies and markets, such as increased volatility
and illiquidity and potentially
lower economic growth in the United Kingdom, EU and globally, which may
adversely affect the value of a Fund’s
investments. Whether or not a Fund invests in securities of issuers located in
Europe or with significant exposure to
European issuers or countries, these events could result in losses to the Fund,
as there may be negative effects on
the value and liquidity of the Fund’s investments and/or the Fund’s ability to
enter into certain transactions.
Russia
launched a large-scale invasion of Ukraine on February 24, 2022, significantly
amplifying already existing geopolitical
tensions. Actual and threatened responses to such military action may impact the
markets for certain Russian
commodities and may likely have collateral impacts on markets globally. As a
result of this military action, the United
States and many other countries (“Sanctioning Bodies) have instituted various
economic sanctions against
Russian individuals and entities (including corporate and banking). These
sanctions include, but are not limited to:
a prohibition on doing business with certain Russian companies, officials and
oligarchs; a commitment by certain
countries and the European Union to remove selected Russian banks from the
Society for Worldwide Interbank
Financial Telecommunications “SWIFT,” the electronic banking network that
connects banks globally; and restrictive
measures to prevent the Russian Central Bank from undermining the impact of the
sanctions. The Sanctioning
Bodies, or others, could also institute broader sanctions on Russia. These
sanctions and the resulting market
environment could result in the immediate freeze of Russian securities,
commodities, resources, and/or funds
invested in prohibited assets, impairing the ability of a Fund to buy, sell,
receive or deliver those securities and/or
assets. Further, due to closures of certain markets and restrictions on trading
certain securities, the value of certain
securities held by the Fund could be significantly impacted, which could lead to
such securities being valued at zero.
Sanctions could also result in Russia taking countermeasures or retaliatory
actions which may further impair the value
and liquidity of Russian securities, including cyber actions. The extent and
duration of the military action, resulting
sanctions imposed and other punitive action taken and resulting future market
disruptions, including
declines in
its stock markets, the value of Russian sovereign debt and the value of the
ruble against the U.S. dollar, cannot be
easily predicted, but could be significant. Any such disruptions caused by
Russian military action or other actions
(including terror attacks, cyberattacks and espionage) or resulting actual and
threatened responses to such activity,
including purchasing and financing restrictions, boycotts or changes in consumer
or purchaser preferences, sanctions,
tariffs or cyberattacks on the Russian government, Russian companies or Russian
individuals, including politicians,
may impact Russia’s economy and a Fund’s investments in Russian securities. As
Russia produces and exports
large amounts of crude oil and gas, any acts of terrorism, armed conflict or
government interventions (such as the
imposition of sanctions or other governmental restrictions on trade) causing
disruptions of Russian oil and gas exports
could negatively impact the Russian economy and, thus, adversely affect the
financial condition, results of operations
or prospects of related companies. Russia’s invasion of Ukraine, the responses
of countries and political bodies to
Russia’s actions, and the potential for wider conflict may increase financial
market volatility and could have severe
adverse effects on regional and global economic markets, including the markets
for certain securities and commodities,
such as oil and natural gas.
Illiquid
Securities. Pursuant
to Rule 22e-4 under the 1940 Act, a Fund (other than a money market Fund) may
not acquire any
“illiquid investment” if, immediately after the acquisition, the Fund would have
invested more than 15% of its net
assets in illiquid investments that are assets. An “illiquid investment” is any
investment that such a Fund reasonably
expects cannot be sold or disposed of in current market conditions in seven
calendar days or less without the
sale or disposition significantly changing the market value of the investment.
Illiquid investments include repurchase
agreements with a notice or demand period of more than seven days, certain
over-the-counter derivative instruments,
and securities and other financial instruments that are not readily marketable,
unless, based upon a review of
the relevant market, trading and investment-specific considerations, those
investments are determined not to be
illiquid. The Funds (other than the money market Funds) have implemented a
liquidity risk management program and
related procedures to identify illiquid investments pursuant to Rule 22e-4, and
the Board has approved the
designation of Allspring
Funds Management to administer the liquidity risk management program and
related procedures.
The money market Funds may invest up to 5% of its total assets in illiquid
investments. The 15% and 5% limits are
applied as of the date a Fund purchases an illiquid investment. It is possible
that a Fund’s holding of illiquid investment
could exceed the 15% limit (5% for the money market Funds), for example as a
result of market developments
or redemptions.
Each Fund
may purchase certain restricted securities that can be resold to institutional
investors and which may be determined
not to be illiquid investments pursuant to the Trust’s liquidity risk management
program. In many cases, those
securities are traded in the institutional market under Rule 144A under the 1933
Act and are called Rule 144A securities.
Investments
in illiquid investments involve more risks than investments in similar
securities that are readily marketable.
Illiquid investments may trade at a discount from comparable, more liquid
investments. Investment of a Fund’s
assets in illiquid investments may restrict the ability of the Fund to dispose
of its investments in a timely fashion and
for a fair price as well as its ability to take advantage of market
opportunities. The risks associated with illiquidity
will be particularly acute where a Fund’s operations require cash, such as when
a Fund has net redemptions,
and could result in the Fund borrowing to meet short-term cash requirements or
incurring losses on the sale of
illiquid investments.
Illiquid
investments are often restricted securities sold in private placement
transactions between issuers and their purchasers
and may be neither listed on an exchange nor traded in other established
markets. In many cases, the privately
placed securities may not be freely transferable under the laws of the
applicable jurisdiction or due to contractual
restrictions on resale. To the extent privately placed securities may be resold
in privately negotiated transactions,
the prices realized from the sales could be less than those originally paid by
the Fund or less than the fair value
of the securities. In addition, issuers whose securities are not publicly traded
may not be subject to the disclosure
and other investor protection requirements that may be applicable if their
securities were publicly traded. If any
privately placed securities held by a Fund are required to be registered under
the securities laws of one or more
jurisdictions before being resold, the Fund may be required to bear the expenses
of registration. Private placement
investments may involve investments in smaller, less seasoned issuers, which may
involve greater risks than
investments in more established companies. These issuers may have limited
product lines, markets or financial resources,
or they may be dependent on a limited management group. In making investments in
private placement
securities,
a Fund may obtain access to material non-public information, which may restrict
the Fund’s ability to conduct
transactions in those securities.
Mortgage-Related
Securities. Certain
Funds may invest in mortgage-related securities. Mortgage pass-through
securities
are securities representing interests in “pools” of mortgages in which payments
of both interest and principal
on the securities are made monthly, in effect “passing through” monthly payments
made by the individual borrowers
on the residential mortgage loans which underlie the securities (net of fees
paid to the issuer or guarantor of the
securities). Early repayment of principal on mortgage pass-through securities
may expose the Fund to a lower rate of
return upon reinvestment of principal. Also, if a security subject to prepayment
has been purchased at a premium, in
the event of prepayment the value of the premium would be lost. Like other
fixed-income securities, when
interest rates rise, the value of a mortgage-related security generally will
decline; however, when interest rates decline,
the value of mortgage-related securities with prepayment features may not
increase as such as other fixed-income
securities.
Payment of
principal and interest on some mortgage pass-through securities (but not the
market value of the securities
themselves) may be guaranteed by the full faith and credit of the U.S.
Government or its agencies or instrumentalities.
Mortgage pass-through securities created by non-government issuers (such as
commercial banks, savings and
loan institutions, private mortgage insurance companies, mortgage bankers and
other secondary market
issuers) may be supported by various forms of insurance or guarantees, including
individual loan, title, pool and hazard
insurance, and letters of credit, which may be issued by governmental entities,
private insurers or the mortgage
poolers.
Municipal Bonds. Municipal
bonds are debt obligations of a governmental entity issued to obtain funds for
various public
purposes that obligate the municipality to pay the holder a specified sum of
money at specified intervals and to repay
the principal amount of the loan at maturity. The two principal classifications
of municipal bonds are “general
obligation” and “revenue” bonds. General obligation bonds are typically, but not
always, supported by the municipality’s
general taxing authority, while revenue bonds are supported by the revenues from
one or more particular
project, facility, class of facilities, or activity. The revenue bond
classification encompasses industrial revenue
bonds (“IRBs”) (formerly known as industrial development bonds). IRBs are
organized by a government entity but
the proceeds are directed to a private, for-profit business. IRBs are backed by
the credit and security of the
private, for-profit business. IRBs are typically used to support a specific
project, such as to build or acquire factories
or other heavy equipment and tools. With an IRB, the sponsoring government
entity holds title to the underlying
collateral until the bonds are paid in full. In certain circumstances, this may
provide a federal tax exempt status to
the bonds, and many times a property tax exemption on the collateral. With an
IRB, the sponsoring government
entity is not responsible for bond repayment and the bonds do not affect the
government’s credit rating.
Under the Internal Revenue Code, certain revenue bonds are considered “private
activity bonds” and interest paid on
such bonds is treated as an item of tax preference for purposes of calculating
federal alternative minimum tax
liability.
Certain of
the municipal obligations held by the Funds may be insured as to the timely
payment of principal and interest.
The insurance policies usually are obtained by the issuer of the municipal
obligation at the time of its original
issuance. In the event that the issuer defaults on interest or principal
payment, the insurer will be notified and will be
required to make payment to the bondholders. Although the insurance feature is
designed to reduce certain
financial risks, the premiums for insurance and the higher market price
sometimes paid for insured obligations
may reduce the Funds’ current yield. To the extent that securities held by the
Funds are insured as to principal
and interest payments by insurers whose claims-paying ability rating is
downgraded by a nationally recognized
statistical ratings organization (e.g., Moody’s, S&P, or Fitch), the value
of such securities may be affected. There is,
however, no guarantee that the insurer will meet its obligations. Moreover, the
insurance does not guarantee
the market value of the insured obligation or the net asset value of the Funds’
shares. In addition, such insurance
does not protect against market fluctuations caused by changes in interest rates
and other factors. The Funds also
may purchase municipal obligations that are additionally secured by bank credit
agreements or escrow accounts.
The credit quality of companies which provide such credit enhancements will
affect the value of those securities.
The risks
associated with municipal bonds vary. Local and national market forces—such as
declines in real estate prices and
general business activity—may result in decreasing tax bases, fluctuations in
interest rates, and
increasing
construction costs, all of which could reduce the ability of certain issuers of
municipal bonds to repay their
obligations. Certain issuers of municipal bonds have also been unable to obtain
additional financing through, or must pay
higher interest rates on, new issues, which may reduce revenues available for
issuers of municipal bonds to pay
existing obligations.
Because of
the large number of different issuers of municipal bonds, the variance in size
of bonds issued, and the range of
maturities within the issues, most municipal bonds do not trade on a daily
basis, and many trade only rarely. Because of
this, the spread between the bid and offer may be wider, and the time needed to
purchase or sell a particular
bond may be longer than for other securities.
Municipal
securities are typically issued together with an opinion of bond counsel to the
issuer that the interest paid on those
securities will be excludable from gross income for federal income tax purposes.
Such opinion may have been issued
as of a date prior to the date that a Fund acquired the municipal security.
Subsequent to a Fund’s acquisition
of such a municipal security, however, the security may be determined to pay, or
to have paid, taxable income. As
a result, the treatment of dividends previously paid or to be paid by a Fund as
“exempt-interest dividends”
could be adversely affected, subjecting the Fund’s shareholders to increased
federal income tax liabilities.
Under highly unusual circumstances, the Internal Revenue Service may determine
that a municipal bond issued as
tax-exempt should in fact be taxable. If any Fund held such a bond, it might
have to distribute taxable income, or
reclassify as taxable, ordinary income that was previously distributed as
exempt-interest dividends.
Changes or
proposed changes in state or federal tax laws could impact the value of
municipal debt securities that a Fund may
purchase. Also, the failure or possible failure of such debt issuances to
qualify for tax-exempt treatment may cause
the prices of such municipal securities to decline, possibly adversely affecting
the value of a Fund’s portfolio.
Such a failure could also result in additional taxable income to a Fund and/or
shareholders.
Municipal
Leases. Municipal
leases are obligations in privately arranged loans to state or local government
borrowers and may
take the form of a lease, installment purchase or conditional sales contract
(which typically provide for the title to
the leased asset to pass to the governmental issuer). They are issued by state
and local governments and authorities
to acquire land, equipment, and facilities. An investor may purchase these
obligations directly, or it may purchase
participation interests in such obligations. Interest income from such
obligations is generally exempt from local and
state taxes in the state of issuance. “Participations” in such leases are
undivided interests in a portion of the total
obligation. Participations entitle their holders to receive a pro rata share of
all payments under the lease. Municipal
leases and participations therein frequently involve special risks.
Municipal
leases may be subject to greater risks than general obligation or revenue bonds.
In most cases, municipal leases are
not backed by the taxing authority of the issuers and may have limited
marketability. Certain municipal lease
obligations contain “non-appropriation” clauses, which provide that the
municipality has no obligation to make lease or
installment purchase payments in future years unless money is appropriated for
such purpose in the relevant
years. Investments in municipal leases are thus subject to the risk that the
legislative body will not make the necessary
appropriation and the issuer fails to meet its obligation. Municipal leases may
also be subject to “abatement
risk.” The leases underlying certain municipal lease obligations may state that
lease payments are subject to
partial or full abatement. That abatement might occur, for example, if material
damage to or destruction of the
leased property interferes with the lessee’s use of the property. However, in
some cases that risk might be reduced by
insurance covering the leased property, or by the use of credit enhancements
such as letters of credit to back lease
payments, or perhaps by the lessee’s maintenance of reserve monies for lease
payments. While the obligation
might be secured by the lease, it might be difficult to dispose of that property
in case of a default.
Taxable
Municipal Obligations. Certain
municipal obligations may be subject to federal income tax for a variety of
reasons.
Taxable municipal obligations are typically issued by municipalities or their
agencies for purposes which do not qualify
for federal tax exemption, but do qualify for state and local tax exemptions.
For example, a taxable municipal
obligation would not qualify for the federal income exemption where (a) the
governmental entity did not receive
necessary authorization for tax-exempt treatment from state or local government
authorities, (b) the governmental
entity exceeds certain regulatory limitations on the cost of issuance for
tax-exempt financing, or (c) the
governmental entity finances public or private activities that do not qualify
for the federal income tax exemption. These
non-qualifying activities might include, for example, certain types of
multi-family housing, certain professional and local
sports facilities, refinancing of certain municipal debt, and borrowing to
replenish a municipality’s
underfunded
pension plan. Generally, payments on taxable municipal obligations depend on the
revenues generated
by the projects, excise taxes or state appropriations, or whether the debt
obligations can be backed by the
government’s taxing power. Due to federal taxation, taxable municipal
obligations typically offer yields more comparable
to other taxable sectors such as corporate bonds or agency bonds than to other
municipal obligations.
U.S.
Territories, Commonwealths and Possessions Obligations. A Fund may
invest in municipal securities issued by certain
territories, commonwealths and possessions of the United States, including but
not limited to, Puerto Rico, Guam, and
the U.S. Virgin Islands, that pay interest that is exempt from federal income
tax and state personal income tax.
The value of these securities may be highly sensitive to events affecting the
fiscal stability of the issuers. These
issuers may face significant financial difficulties for various reasons,
including as the result of events that cannot be
reasonably anticipated or controlled, such as social conflict or unrest, labor
disruption and natural disasters.
In particular, economic, legislative, regulatory or political developments
affecting the ability of the issuers to pay
interest or repay principal may significantly affect the value of a Fund’s
investments. These developments can include or
arise from, for example, insolvency of an issuer, uncertainties related to the
tax status of the securities, tax base
erosion, state or federal constitutional limits on tax increases or other
actions, budget deficits and other financial
difficulties, or changes in the credit ratings assigned to the issuers. The
value of a Fund’s shares will be negatively
impacted to the extent it invests in such securities. Further, there may be a
limited market for certain of these
municipal securities, and the Fund could face illiquidity risks.
Municipal
securities issued by Puerto Rico and its agencies and instrumentalities have
been subject to multiple credit
downgrades as a result of Puerto Rico’s ongoing fiscal challenges and
uncertainty about its ability to make full repayment
on these obligations. The majority of Puerto Rico’s debt is issued by the major
public agencies that are responsible
for many of the island’s public functions, such as water, wastewater, highways,
electricity, education and public
construction. Certain risks specific to Puerto Rico concern state taxes,
e-commerce spending, and underfunded
pension liabilities. Any debt restructuring could reduce the principal amount
due, the interest rate, the maturity
and other terms of Puerto Rico municipal securities, which could adversely
affect the value of such securities.
Municipal
Notes. Municipal
notes generally are used to provide short-term operating or capital needs and
typically have
maturities of one year or less. Notes sold as interim financing in anticipation
of collection of taxes, a bond sale or receipt
of other revenues are usually general obligations of the issuer. The values of
outstanding municipal securities
will vary as a result of changing market evaluations of the ability of their
issuers to meet the interest and principal
payments (i.e., credit risk). Such values also will change in response to
changes in the interest rates payable on new
issues of municipal securities (i.e., market risk). The category includes, but
is not limited to, tax anticipation notes, bond
anticipation notes, revenue anticipation notes, revenue anticipation warrants,
and tax and revenue anticipation
notes.
Repurchase
Agreements. Repurchase
agreements are agreements wherein the seller of a security to a Fund agrees
to
repurchase that security from a Fund at a mutually agreed upon time and price.
The maturities of the underlying securities
in a repurchase agreement transaction may be greater than twelve months,
although the maximum term of a
repurchase agreement will always be less than twelve months. If the seller
defaults and the value of the underlying
securities has declined, a Fund may incur a loss. In addition, if bankruptcy
proceedings are commenced with
respect to the seller of the security, a Fund’s disposition of the security may
be delayed or limited.
A Fund may
not enter into a repurchase agreement with a maturity of more than seven days,
if, as a result, more than 5% of the
market value of such Fund’s net assets would be invested in repurchase
agreements with maturities of more than
seven days, restricted securities and illiquid securities. A Fund will only
enter into repurchase agreements with
broker-dealers and commercial banks that meet guidelines established by the
Board and that are not affiliated with the
adviser. The Funds may participate in pooled repurchase agreement transactions
with other funds advised by the
adviser.
Each Fund
may enter into reverse repurchase agreements (an agreement under which a Fund
sells its portfolio securities
and agrees to repurchase them at an agreed-upon date and
price).
Sovereign Debt
Obligations. Sovereign
debt instruments are issued or guaranteed by foreign governments or their
agencies,
including those of emerging market countries. Sovereign debt may be in the form
of conventional securities
or other types of debt instruments, such as loans or loan participations. The
debt obligations of a foreign
government
or entity may not be supported by the full faith and credit of such foreign
government. Sovereign debt of emerging
market countries may involve a high degree of risk, and may be in default or
present the risk of default. Governmental
entities responsible for repayment of the debt may fail to repay principal and
interest when due, and may require
renegotiation or rescheduling of debt payments. Prospects for repayment of
principal and interest may depend on
political and economic factors. A Fund may have limited or no legal recourse in
the event of default with respect to
sovereign debt obligations. Sovereign debt instruments and foreign debt
securities share many of the same risks.
For more information, refer to “Foreign Debt Securities.”
Unless
otherwise stated in a Fund’s prospectus, countries are generally characterized
by a Fund’s sub-adviser as “emerging
market countries” by reference to a broad market index, by reference to the
World Bank’s per capita income
brackets or based on the sub-adviser’s qualitative judgments about a country’s
level of economic and institutional
development, and include markets commonly referred to as “frontier markets.” An
emerging market is generally
in the earlier stages of its industrialization cycle with a low per capita GDP
and a low market capitalization to GDP
ratio relative to those in the United States and the European Union. Frontier
market countries generally have smaller
economies and even less developed capital markets than typical emerging market
countries and, as a result, the risks
of investing in emerging market countries are magnified in frontier market
countries.
The
performance of sovereign debt instruments may be negatively affected by
fluctuations in a foreign currency’s strength or
weakness relative to the U.S. dollar, particularly to the extent the Fund
invests a significant percentage of its assets
in sovereign debt instruments denominated in non-U.S. currencies. Currency rates
in foreign countries may fluctuate
significantly over short or long periods of time for a number of reasons,
including changes in interest rates, imposition
of currency exchange controls and economic or political developments in the U.S.
or abroad.
Global
economies and financial markets have become increasingly interconnected, which
increases the possibility that
conditions in one country or region might adversely impact issuers in a
different country or region. Sovereign debt
instruments may be impacted by economic, political, social, diplomatic or other
conditions or events (including,
for example, military confrontations, war and terrorism). Any attempt by a Fund
to hedge against or otherwise
protect its portfolio, or to profit from such circumstances, may fail and,
accordingly, an investment in a Fund could
lose money over short or long periods. For example, the economies of many
countries or regions in which a
Fund may invest are highly dependent on trading with certain key trading
partners. Reductions in spending on products
and services by these key trading partners, the institution of tariffs or other
trade barriers, or a slowdown in
the economies of key trading partners may adversely affect the performance of
securities in which a Fund may
invest. The severity or duration of adverse economic conditions may also be
affected by policy changes made by
governments or quasi-governmental organizations. The imposition of sanctions by
the United States or another
government on a country could cause disruptions to the country’s financial
system and economy, which could
negatively impact the value of securities, including sovereign debt instruments.
The risks posed by sanctions may be
heightened to the extent a Fund invests significantly in the affected country or
region or in issuers from the affected
country that depend on global markets.
Although it
is not uncommon for governments to enter into trade agreements that would, among
other things, reduce
barriers among countries, increase competition among companies and reduce
government subsidies, there are no
assurances that such agreements will achieve their intended economic objectives.
There is also a possibility that such
trade arrangements: i) will not be implemented; ii) will be implemented, but not
completed; iii) or will be completed,
but then partially or completely unwound. It is also possible that a significant
participant could choose to abandon
a trade agreement, which could diminish its credibility and influence. Any of
these occurrences could have
adverse effects on the markets of both participating and non-participating
countries, including appreciation or depreciation
of currencies, a significant increase in exchange rate volatility, a resurgence
in economic protectionism and an
undermining of confidence in markets. Such developments could have an adverse
impact on a Fund’s investments
in the debt of countries participating in such trade agreements.
Further,
investments in certain countries may subject a Fund to tax rules, the
application of which may be uncertain. Countries
may amend or revise their existing tax laws, regulations and/or procedures in
the future, possibly with retroactive
effect. Changes in, or uncertainties regarding the laws, regulations or
procedures of a country could directly or
indirectly reduce the after-tax profits of a Fund.
U.S. Government
Obligations. U.S.
Government obligations include direct obligations of the U.S. Treasury,
including Treasury
bills, notes and bonds, the principal and interest payments of which are backed
by the full faith and credit of the U.S.
This category also includes other securities issued by U.S. Government agencies
or U.S. Government sponsored
entities, such as the Government National Mortgage Association (“GNMA”), Federal
National Mortgage Association
(“FNMA”) and Federal Home Loan Mortgage Corporation (“FHLMC”). U.S. Government
Obligations issued by U.S.
Government agencies or government-sponsored entities may not be backed by the
full faith and credit of the U.S.
Government. U.S. Government obligations may be adversely affected by a default
by, or decline in the credit quality, of
the U.S. government.
GNMA, a
wholly owned U.S. Government corporation, is authorized to guarantee, with the
full faith and credit of the U.S.
Government, the timely payment of principal and interest on securities issued by
institutions approved by GNMA and
backed by pools of mortgages insured by the Federal Housing Administration or
the Department of Veterans
Affairs. Securities issued by FNMA and FHLMC are not backed by the full faith
and credit of the U.S. Government.
Pass-through securities issued by FNMA are guaranteed as to timely payment of
principal and interest by FNMA but
are not backed by the full faith and credit of the U.S. Government. FHLMC
guarantees the timely payment of
interest and ultimate collection or scheduled payment of principal, but its
guarantees are not backed by the full
faith and credit of the U.S. Government.
While U.S.
Treasury obligations are backed by the “full faith and credit” of the U.S.
Government, such securities are nonetheless
subject to risk. U.S. Government obligations are subject to low but varying
degrees of credit risk, and are still
subject to interest rate and market risk. From time to time, uncertainty
regarding congressional action to increase
the statutory debt ceiling could: i) increase the risk that the U.S. Government
may default on payments on certain
U.S. Government securities; ii) cause the credit rating of the U.S. Government
to be downgraded or increase volatility
in both stock and bond markets; iii) result in higher interest rates; iv) reduce
prices of U.S. Treasury securities;
and/or v) increase the costs of certain kinds of debt. U.S. Government
obligations may be adversely affected by
a default by, or decline in the credit quality of, the U.S. Government. In the
past, U.S. sovereign credit has experienced
downgrades, and there can be no guarantee that it will not be downgraded in the
future. Further, if a U.S.
Government-sponsored entity is negatively impacted by legislative or regulatory
action, is unable to meet its obligations,
or its creditworthiness declines, the performance of a Fund that holds
securities of the entity will be adversely
impacted.
Under the
direction of the Federal Housing Finance Agency (“FHFA”), FNMA and FHLMC have
entered into a joint initiative
to develop a common securitization platform for the issuance of a uniform
mortgage-backed security (the “Single
Security Initiative”) that aligns the characteristics of FNMA and FHLMC
certificates. The Single Security Initiative
was implemented in June 2019, and the effects it may have on the market for
mortgage-backed securities are
uncertain.
Variable Amount Master Demand
Notes. Variable
amount master demand notes are obligations that permit the investment
of fluctuating amounts at varying market rates of interest pursuant to
arrangements between the issuer and the
Funds whereby both parties have the right to vary the amount of the outstanding
indebtedness on the notes.
Because
these obligations are direct lending arrangements between the lender and
borrower, it is not contemplated that such
instruments generally will be traded, and there generally is no established
secondary market for these obligations,
although they are redeemable at face value. For variable amount master demand
notes that are not secured by
letters of credit or other credit support arrangements, a Fund’s right to
recover is dependent on the ability of
the borrower to pay principal and interest on schedule or on demand. Variable
amount master demand notes that
are secured by collateral are subject to the risk that the collateral securing
the notes will decline in value or have no
value. A decline in value of the collateral, whether as a result of market value
declines, bankruptcy proceedings
or otherwise, could cause the note to be undercollateralized. Variable amount
master demand notes are
typically not rated by credit rating agencies, and a Fund may invest in notes
that are not rated only if the sub-adviser
determines, at the time of investment, the obligations are of comparable credit
quality to the other obligations
in which the Fund may invest.
OTHER
PERMITTED INVESTMENT ACTIVITIES
Borrowing. Generally,
under the 1940 Act, a Fund may borrow money only from banks in an amount not
exceeding 1/3 of its
total assets (including the amount borrowed) less liabilities (other than
borrowings). A Fund may borrow
money for
temporary or emergency purposes, including for short-term redemptions and
liquidity needs. Borrowing involves
special risk considerations. Interest costs on borrowings may fluctuate with
changing market rates of interest
and may partially offset or exceed the return earned on borrowed funds (or on
the assets that were retained rather than
sold to meet the needs for which funds were borrowed). Under adverse market
conditions, a Fund might have to
sell portfolio securities to meet interest or principal payments at a time when
investment considerations would not
favor such sales. Reverse repurchase agreements and other similar investments
that involve a form of leverage
have characteristics similar to borrowings. A Fund may enter into reverse
repurchase agreements or similar financing
transactions, notwithstanding the requirements of Sections 18(c) and 18(f)(1) of
the 1940 Act, if the Fund, (i) treats
such transactions as borrowings and complies with the asset coverage
requirements of Section 18, and combines
the aggregate amount of indebtedness associated with all reverse repurchase
agreements or similar financing
transactions with the aggregate amount of any other senior securities
representing indebtedness when calculating
the asset coverage ratio; or (ii) treats all reverse repurchasing agreements or
similar financing transactions
as “derivatives transactions” as defined in Rule 18f-4 of the 1940 Act and
complies with all requirements of Rule
18f-4. To help meet short-term redemptions and liquidity needs, the Funds are
parties to a revolving credit agreement
whereby a Fund is permitted to use bank borrowings for temporary or emergency
purposes.
Environmental, Social and Governance (“ESG”)
Considerations. As a
firm, Allspring Global Investments (“Allspring”) believes
that considering ESG issues and sustainability themes in its investment
strategies and stewardship activities enhances
its ability to manage risk more comprehensively and generate sustainable
long-term returns. To that end, Allspring
portfolio managers are provided with access to various forms of ESG-related
data, which, where appropriate,
they may incorporate into their investment processes in ways that are consistent
with their asset classes and
strategies. For example, teams may integrate ESG-related information into
different aspects of their investment
analysis, including industry analysis, management quality assessment, company
strategy analysis, or fair value
analysis, which may include adjustments to forecasted company financials (such
as sales or operating costs), or
valuation model variables (such as discount rates or terminal values).
Additionally, direct communication with company
management teams on a range of issues, including ESG and sustainability issues,
is often an important component
of their extensive independent fundamental research.
In addition
to ESG data from external sources, Allspring investment teams may have developed
their own processes, which may
include scoring, to assess ESG and sustainability risks. An example is our ESG
scoring framework called ESGiQ,
which applies insights from its research analysts and contributes to
communication, idea sharing, and collaboration
across Allspring’s global platform. ESGiQ leverages the Sustainability
Accounting Standards Board (SASB)
materiality framework and builds upon it to focus analysis on issues believed to
most likely affect a company’s financial
condition, operating performance or risk profile.
A Fund that
takes into consideration sustainability and/or ESG characteristics may forgo
investments or make investments
that differ from an otherwise similar investment strategy that does not take
such considerations into account.
These actions may cause a Fund to perform differently than otherwise similar
funds, or the market as a whole. ESG
data, including that from third-party data providers, may be incomplete,
inaccurate or unavailable. As a result,
there is a risk that a portfolio manager may incorrectly assess a security or
issuer. Funds that do not have ESG-focused
strategies may consider ESG related factors when evaluating a security for
purchase but are not prohibited
from purchasing or continuing to hold securities that do not meet specified ESG
criteria.
Funding Agreements. Funding
agreements are investment contracts with insurance companies which pay interest
at a fixed,
variable, or floating rate, and pay principal on a certain mutually agreeable
maturity date. The term to maturity
cannot exceed 397 days. Funding agreements may or may not allow the Fund to
demand repayment of principal
after an agreed upon waiting period or upon certain other conditions. The
insurance company may also have a
corresponding right to prepay the principal with accrued interest upon a
specified number of days’ notice to the Fund.
The maturity date of some funding agreements may be extended upon the mutual
agreement and consent of the
insurance company and the Fund.
Investment
Companies. These
securities include shares of other affiliated or unaffiliated open-end
investment companies
(i.e., mutual funds), closed-end funds, exchange-traded funds (“ETFs”), UCITS
funds (pooled investment vehicles
established in accordance with the Undertaking for Collective Investment in
Transferable Securities adopted by
European Union member states) and business development companies. A Fund may
invest in securities
of other
investment companies up to the limits prescribed in Section 12(d) under the 1940
Act, the rules and regulations
thereunder and any exemptive relief currently or in the future available to a
Fund.
Except with
respect to funds structured as funds-of-funds or so-called master/feeder funds
or other funds whose strategies
otherwise allow such investments, the 1940 Act generally requires that a fund
limit its investments in another
investment company or series thereof so that, as of the time at which a
securities purchase is made: i) no more than
3% of the outstanding voting stock of any one investment company or series
thereof will be owned by a fund or by
companies controlled by a fund; ii) no more than 5% of the value of its total
assets will be invested in the securities
of any one investment company; and iii) no more than 10% of the value of its
total assets will be invested in the
aggregate in securities of other investment companies.
The Funds
may invest in excess of the limitations noted in the preceding paragraph by
relying on Rule 12d1-4 under the 1940
Act, provided that the Fund complies with several conditions imposed by Rule
12d1-4, which include: (i) limits on
ownership and voting of acquired fund shares; (ii) evaluations and findings by
investment advisers of funds in
fund-of-funds arrangements; (iii) investment agreements between funds in
fund-of-funds arrangements; and (iv) limits on
complex fund-of-funds structures.
Other
investment companies in which a Fund invests can be expected to pay fees and
other operating expenses, such as
investment advisory and administration fees, that would be in addition to those
paid by the Fund. Other investment
companies may include ETFs, which are publicly-traded unit investment trusts,
open-end funds or depositary
receipts that seek to track the performance of specific indices or companies in
related industries (e.g., passive
ETFs), and index funds. A passive ETF or index fund is an investment company
that seeks to track the performance
of an index (before fees and expenses) by holding in its portfolio either the
securities that comprise the index or a
representative sample of the securities in the index. Passive ETFs or index
funds in which the Funds invest will incur
expenses not incurred by their applicable indices. Certain securities comprising
the indices tracked by passive
ETFs or index funds may, from time to time, temporarily be unavailable, which
may further impede a passive ETF’s or
index fund’s ability to track their respective indices. An actively-managed ETF
is an investment company that seeks to
outperform the performance of an index.
ETFs
generally are subject to the same risks as the underlying securities the ETFs
are designed to track and to the risks of
the specific sector or industry tracked by the ETF. ETFs also are subject to the
risk that their prices may not totally
correlate to the prices of the underlying securities the ETFs are designed to
track and the risk of possible trading
halts due to market conditions or for other reasons. Although ETFs that track
broad market indexes are typically
large and their shares are fairly liquid, ETFs that track more specific indexes
tend to be newer and smaller, and ETFs
have limited redemption features. Additionally, to the extent an ETF holds
securities traded in markets that close at a
different time from the ETF’s listing exchange, liquidity in such securities may
be reduced after the applicable
closing times, and during the time when the ETF’s listing exchange is open but
after the applicable market closing,
fixing or settlement times, bid/ask spreads and the resulting premium or
discount to the ETF’s shares’ NAV may
widen.
In
addition, a Fund may invest in the securities of closed-end investment
companies. Because shares of closed-end investment
companies trade on a stock exchange or in the OTC market, they may trade at a
premium or discount to their net
asset values, which may be substantial, and their potential lack of liquidity
could result in greater volatility. In
addition, closed-end investment companies may employ leverage, which also
subjects the closed-end investment company to
increased risks such as increased volatility. Moreover, closed-end investment
companies incur their own fees and
expenses.
When-Issued and Delayed-Delivery Transactions
and Forward Commitments. Certain
securities may be purchased or sold on a
when-issued or delayed-delivery basis, and contracts to purchase or sell
securities for a fixed price at a future date
beyond customary settlement time may also be made. Delivery and payment on such
transactions normally
take place within 120 days after the date of the commitment to purchase.
Securities purchased or sold on a when-issued,
delayed-delivery or forward commitment basis involve a risk of loss if the value
of the security to be purchased
declines, or the value of the security to be sold increases, before the
settlement date.
Any
when-issued, forward-settling securities and non-standard settlement cycle
securities transaction will not be treated as
a senior securities if the Fund intends to physically settle the transaction and
the transaction will settle within 35
days of its trade date.
Under Rule
18f-4 of the 1940 Act, a fund that is regulated as a money market fund under
Rule 2a-7 (such as the Funds) is
permitted to invest in a security on a when-issued or forward settling basis, or
with a nonstandard settlement
cycle, and the transaction will be deemed not to involve a “senior security,”
provided that (i) if the Fund intends to
physically settle the transaction and (ii) the transaction will settle within 35
days of its trade date.
Zero-Coupon, Step-Up Coupon, and Pay-in-Kind
Securities.
Zero-coupon, step-up coupon, and pay-in-kind securities are types
of debt securities that do not make regular cash interest payments. Asset-backed
securities, convertible securities,
corporate debt securities, foreign securities, high-yield securities,
mortgage-backed securities, municipal securities,
participation interests, stripped securities, U.S. Government and related
obligations and other types of debt
instruments may be structured as zero-coupon, step-up coupon, and pay-in-kind
securities.
Instead of
making periodic interest payments, zero-coupon securities are sold at discounts
from face value. The interest
earned by the investor from holding this security to maturity is the difference
between the maturity value and the
purchase price. Step-up coupon bonds are debt securities that do not pay
interest for a specified period of time and
then, after the initial period, pay interest at a series of different rates.
Pay-in-kind securities normally give the issuer
an option to pay cash at a coupon payment date or to give the holder of the
security a similar security with the same
coupon rate and a face value equal to the amount of the coupon payment that
would have been made. To the extent
these securities do not pay current cash income, the market prices of these
securities would generally be more
volatile and likely to respond to a greater degree to changes in interest rates
than the market prices of securities
that pay cash interest periodically having similar maturities and credit
qualities.
Other Risks
Large Shareholder
Risk. To the
extent a large number of shares of a Fund is held by a single shareholder or a
small group of
shareholders, the Fund is subject to the risk that redemption by those
shareholders of all or a large portion of their
shares will adversely affect the Fund’s performance by forcing the Fund to sell
securities, potentially at disadvantageous
prices, to raise the cash needed to satisfy such redemption requests. This risk
may be heightened during
periods of declining or illiquid markets, or to the extent that such large
shareholders have short investment horizons or
unpredictable cash flow needs. Such redemptions may also increase transaction
costs and/or have adverse tax
consequences for remaining shareholders. In certain situations, redemptions by
large shareholders may also cause
a Fund to liquidate.
Liquidation Risk. There can
be no assurance that a Fund will grow to or maintain a viable size and, pursuant
to the Declaration
of Trust, the Board is authorized to close and/or liquidate a Fund at any time.
In the event of the liquidation
of a Fund, the expenses, timing and tax consequences of such liquidation may not
be favorable to some or all of
the Fund’s shareholders.
In addition
to the possibility that redemptions by large shareholders may cause a Fund to
liquidate (as discussed above),
other factors and events that may lead to the liquidation of a Fund include
changes in laws or regulations governing
the Fund or affecting the type of assets in which the Fund invests, or economic
developments or trends having a
significant adverse impact on the business or operations of the
Fund.
After a
Fund liquidation is announced, such Fund may begin to experience greater
redemption activity as the Fund approaches
its liquidation date. As portfolio managers effect portfolio transactions to
meet redemptions and prepare the Fund
for liquidation, the Fund may not meet its investment objective and principal
investment strategies. The Fund will
incur transaction costs as a result of these portfolio transactions which will
indirectly be borne by the Fund’s
shareholders. The Fund may be required to make a distribution of income and
capital gains realized, if any, from
liquidating its portfolio. It is anticipated that any distribution would be paid
to shareholders prior to liquidation. Shareholders
of the Fund on the date of liquidation would receive a distribution of their
account proceeds on the settlement
date in complete redemption of their shares. In the event of a liquidation,
please consult with a tax advisor to
determine your specific tax consequences, if any.
Operational and Cybersecurity
Risks. Fund
operations, including business, financial, accounting, data processing
systems or
other operating systems and facilities may be disrupted, disabled or damaged as
a result of a number of factors,
including events that are wholly or partially beyond our control. For example,
there could be electrical or telecommunications
outages; degradation or loss of internet or web services; natural disasters,
such as earthquakes, tornados
and hurricanes; disease pandemics; or events arising from local or larger scale
political or social events, as well as
terrorist acts.
The Funds
are also subject to the risk of potential cyber incidents, which may include,
but are not limited to, the harming of
or unauthorized access to digital systems (for example, through “hacking” or
infection by computer viruses or
other malicious software code), denial-of-service attacks on websites, and the
inadvertent or intentional release of
confidential or proprietary information. Cyber incidents may, among other
things, harm Fund operations, result in
financial losses to a Fund and its shareholders, cause the release of
confidential or highly restricted information,
and result in regulatory penalties, reputational damage, and/or increased
compliance, reimbursement or other
compensation costs. Fund operations that may be disrupted or halted due to a
cyber incident include trading,
the processing of shareholder transactions, and the calculation of a Fund’s net
asset value.
Issues
affecting operating systems and facilities through cyber incidents, any of the
scenarios described above, or other
factors, may harm the Funds by affecting a Fund’s manager, sub-adviser(s), or
other service providers, or issuers of
securities in which a Fund invests. Although the Funds have business continuity
plans and other safeguards
in place, including what the Funds believe to be robust information security
procedures and controls, there is no
guarantee that these measures will prevent cyber incidents or prevent or
ameliorate the effects of significant
and widespread disruption to our physical infrastructure or operating systems.
Furthermore, the Funds cannot
directly control the security or other measures taken by unaffiliated service
providers or the issuers of securities
in which the Funds invest. Such risks at issuers of securities in which the
Funds invest could result in material
adverse consequences for such issuers, and may cause a Fund’s investment in such
securities to lose value.
Infectious Illness
Risk. A
widespread outbreak of an infectious illness, such as the COVID-19 pandemic, may
negatively
affect economies, markets and individual companies throughout the world,
including those in which the Fund
invests. The effects of a pandemic to public health and business and market
conditions, may include, among other
things, travel restrictions, disruption of healthcare services, prolonged
quarantines, cancellations, reduced consumer
demand and economic output, supply chain disruptions, business closures,
layoffs, ratings downgrades, defaults,
increased government spending and other significant economic, social and
political impacts. Markets may experience
temporary closures, extreme volatility, severe losses, reduced liquidity and
increased trading costs. Such events may
adversely affect the Fund and its investments and may impact the Fund’s ability
to purchase or sell securities
or cause increased premiums or discounts to the Fund’s NAV.
TRUSTEES
AND OFFICERS
The
following information supplements, and should be read in conjunction with, the
section in each
Prospectus entitled
“Management of the Funds.”
General
The
following table provides basic information about the Trustees and those Officers
of the Trust who perform policy-making
functions. Each of the Trustees and Officers listed below acts in identical
capacities for the Allspring
family of
funds which consists of, as of January 31,
2023, 127 series
comprising Allspring
Funds Trust, Allspring
Variable
Trust, Allspring
Master Trust and four closed-end funds (collectively the “Fund Complex” or
the “Trusts”). The
business address of each Trustee and Officer is 1415 Vantage Park Drive, 3rd
Floor, Charlotte, NC 28203. Each Trustee and
Officer serves an indefinite term, with the Trustees subject to retirement from
service as required pursuant to
the Trust’s retirement policy at the end of the calendar year in which a Trustee
turns 75.
Information
for Trustees, all of whom are not “interested” persons of the Trust, as that
term is defined under the 1940 Act
(“Independent Trustees”), appears below. In addition to the Officers listed
below, the Funds have appointed an
Anti-Money Laundering Compliance Officer.
|
|
|
|
Name
and Year of Birth |
Position
Held with
Registrant/Length
of Service1
|
Principal
Occupation(s) During Past 5 Years or Longer |
Current
Other Public Company or Investment
Company Directorships |
|
|
INDEPENDENT
TRUSTEES |
|
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. 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;
Chair Liaison,
since 2018 |
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 with
Registrant/Length
of Service1 |
Principal
Occupation(s) During Past 5 Years or Longer |
Current
Other Public Company or Investment
Company Directorships |
Isaiah
Harris, Jr. (Born
1952) |
Trustee,
since 2009;
Audit Committee
Chair,
since 2019 |
Retired.
Member of the Advisory Board of
CEF or 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 2009 |
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 2006;
Nominating
and
Governance
Committee
Chair,
since 2018 |
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 |
Timothy
J. Penny (Born
1951) |
Trustee,
since 1996;
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 |
|
|
|
|
Name
and Year of Birth |
Position
Held with
Registrant/Length
of Service1 |
Principal
Occupation(s) During Past 5 Years or Longer |
Current
Other Public Company or Investment
Company Directorships |
James
G. Polisson (Born
1959) |
Trustee,
since 2018 |
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 |
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. |
N/A |
1. |
Length
of service dates reflect the Trustee’s commencement of service with the
Trust’s predecessor entities, where
applicable. |
|
|
|
Name
and Year of Birth |
Position
Held with Registrant/Length
of
Service1
|
Principal
Occupation(s) During Past 5 Years or Longer2
|
|
|
OFFICERS |
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 Fund 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
and Secretary,
since 2021 |
Senior
Counsel of the Allspring Legal Department since 2021. 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. |
1. |
Length
of service dates reflect the Officer’s commencement of service with the
Trust’s predecessor entities, where applicable. |
2. |
For
those Officers with tenures at Allspring Global Investments and/or
Allspring Funds Management, LLC that began prior to 2021, such tenures
include years
of service during which these businesses/entities were known as Wells
Fargo Asset Management and Wells Fargo Funds Management, LLC, respectively. |
The Trust’s
Declaration of Trust, as amended and restated from time to time (the
“Declaration of Trust”), does not set forth any
specific qualifications to serve as a Trustee other than that no person shall
stand for initial election or appointment
as a Trustee if such person has already reached the age of 72. The Charter and
the Statement of Governance
Principles of the Nominating and Governance Committee also do not set forth any
specific qualifications,
but do set forth certain factors that the Nominating and Governance
Committee may take into account in
considering Trustee candidates and a process for evaluating potential conflicts
of interest, which identifies
certain disqualifying conflicts. All of the current Trustees are Independent
Trustees. Among the attributes or skills
common to all Trustees are their ability to review critically, evaluate,
question and discuss information provided to
them, to interact effectively with the other Trustees, Allspring
Funds Management, LLC (“Allspring
Funds Management”
or the “Manager”), sub-advisers, other service providers, counsel and the
independent registered public
accounting firm, and to exercise effective and independent business judgment in
the performance of their duties as
Trustees. Each Trustee’s ability to perform his or her duties effectively has
been attained through the Trustee’s
business, consulting, public service, professional and/or academic positions and
through experience from service as
a board member of the Trust and the other Trusts in the Fund Complex (and/or in
other capacities, including
for any predecessor funds), other registered investment companies, public
companies, and/or non-profit entities or
other organizations. Each Trustee’s ability to perform his or her duties
effectively also has been enhanced by his or
her educational background, professional training, and/or other life
experiences. The specific experience, qualifications,
attributes and/or skills that led to the conclusion that a Trustee should serve
as a Trustee of the Trusts in the Fund
Complex are as set forth below.
William
R. Ebsworth. Mr.
Ebsworth has served as a Trustee of the Trusts in the Fund Complex since January
1, 2015. He also
served as a Trustee of Asset Allocation Trust from 2015 to 2018. From 1984 to
2013, he was employed as an
equities
analyst, portfolio manager and research director 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, he was a
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.
Mr. Ebsworth is a CFA®
charterholder.
Jane
A. Freeman. Ms.
Freeman has served as a Trustee of the Trusts in the Fund Complex since January
1, 2015. She also served
as a Trustee of Asset Allocation Trust from 2015 to 2018. From 2012 to 2014 and
1999 to 2008, Ms. Freeman
served as the Chief Financial Officer of Scientific Learning Corporation. From
2008 to 2012, Ms. Freeman provided
consulting services related to strategic business projects. Prior to joining
Scientific Learning, Ms. Freeman was
employed as a portfolio manager at Rockefeller & Co. and Scudder, Stevens
& Clark. She served as a board member of
the Harding Loevner Funds from 1996 to 2014, serving as both Lead Independent
Director and chair of the Audit
Committee. She also served as a board member of the Russell Exchange Traded
Funds Trust from 2011 to 2012, and
as chair of the Audit Committee. Ms. Freeman is also an
inactive Chartered Financial Analyst.
Isaiah
Harris, Jr. Mr.
Harris has served as a Trustee of the Trusts in the Fund Complex since 2009 and
as Chair of the Audit
Committee since 2019 and was an Advisory Board Member from 2008 to 2009. He also
served as a Trustee of Asset
Allocation Trust from 2010 to 2018. He was the Chairman of the Board of CIGNA
Corporation from 2009 to 2021, and
was a director of CIGNA Corporation from 2005 to 2008. He served as a
director of Deluxe Corporation from 2003
to 2011. As a director of these and other public companies, he has served on
board committees, including
Governance, Audit and Compensation Committees. Mr. Harris served in senior
executive positions, including
as president, chief executive officer, vice president of finance and/or chief
financial officer, of operating companies
for approximately 20 years. Mr. Harris has been determined by the Board to be an
audit committee financial
expert, as such term is defined in the applicable rules of the SEC.
David
F. Larcker. Mr.
Larcker has served as a Trustee of the Trusts in the Fund Complex since 2009 and
was an Advisory
Board Member from 2008 to 2009. He also served as a Trustee of Asset Allocation
Trust from 2010 to 2018. Mr. Larcker
is the James Irvin Miller Professor of Accounting at the Graduate School of
Business (Emeritus) of Stanford
University. He is also the Morgan Stanley Director of the Center for Leadership
Development and Research and
Co-director of The Rock Center for Corporate Governance at Stanford University.
He has been a professor of accounting
for over 30 years. He has written numerous articles on a range of topics,
including managerial accounting,
financial statement analysis and corporate governance.
Olivia
S. Mitchell. Ms.
Mitchell has served as a Trustee of the Trusts in the Fund Complex since 2006
and as chair of the Nominating
and Governance Committee since 2018. She also served as a Trustee of Asset
Allocation Trust from 2010 to
2018. Ms. Mitchell is the International Foundation of Employee Benefit Plans
Professor at the Wharton School of
the University of Pennsylvania, where she is also Professor of Insurance/Risk
Management and Business Economics/Policy.
She also serves in senior positions with academic and policy organizations that
conduct research on
pensions, retirement, insurance, risk management and related topics, including
as Executive Director of the Pension
Research Council and Director of the Boettner Center on Pensions and Retirement
Research, both at the University
of Pennsylvania. She has taught on, and served as a consultant on economics,
insurance, and risk management,
served as Department Chair, advised numerous governmental entities, and written
numerous articles and books
on topics including retirement systems, private and social insurance, and health
and retirement policy.
Timothy
J. Penny. Mr. Penny
has served as a Trustee of the Trusts in the Fund Complex and their predecessor
funds since 1996,
and Chair of the Board of Trustees since 2018. He also served as a Trustee of
Asset Allocation Trust from 2010 to
2018. He has been President and Chief Executive Officer of Southern Minnesota
Initiative Foundation since 2007. He
has served as Vice Chair of the Economic Club of Minnesota since 2007 and as
Co-Chair of the Committee for a
Responsible Federal Budget since 1995. He also serves as a member of the board
of another non-profit organization
and served as a Senior Fellow of the University of Minnesota Humphrey Institute
from 1995 to 2017. Mr. Penny was a
member of the U.S. House of Representatives for 12 years representing
Southeastern Minnesota’s First Congressional
District.
James
G. Polisson. Mr.
Polisson has served as a Trustee of the Trusts in the Fund Complex since 2018
and was an Advisory
Board member in 2017. Mr. Polisson has extensive experience in the financial
services industry, including
over 15
years in the ETF industry. From 2015 to July 31, 2017, Mr. Polisson was the
Chief Marketing Officer of Source (ETF) UK
Services, Ltd., one of the largest providers of exchange-traded products in
Europe. From 2012 to 2015, Mr. Polisson
was Principal of The Polisson Group, LLC, a management consulting, corporate
advisory and principal investing
firm. Prior to 2012, Mr. Polisson was Chief Executive Officer and Managing
Director of Russell Investments’ global ETF
business from 2010 to 2012. He was also a member of the Board of Trustees of
Russell Exchange Traded Funds
Trust, where he served as Chairman, President and Chief Executive Officer, from
2011 to 2012. Mr. Polisson also served
as Chief Marketing Officer for Barclays Global Investors from 2000 to 2010,
where he led global marketing
for the iShares ETF business.
Pamela
Wheelock. Ms.
Wheelock has served as a Trustee of the Trusts in the Fund Complex since January
2020 and previously
from January 2018 until July 2019 and was an Advisory Board member in 2017. Ms.
Wheelock has more than 25
years of leadership experience in the private, public and nonprofit sectors. She
is currently Chair of the Board of
Directors of Destination Medical Center Corporation and a Board member of the
Minnesota Wild Foundation,
where she previously served as Executive Vice-President and Chief Financial
Officer from 2002-2008. She
was Interim President of the McKnight Foundation from January to September 2020.
She served as the acting
Commissioner of the Minnesota Department of Human Services from July 2019
through September 2019 and as a
consultant (part-time) of the Minnesota Department of Human Services from
October 2019 through December
2019. Ms. Wheelock was the Chief Operating Officer of Twin Cities Habitat for
Humanity from 2017 through
2019. Prior to joining Habitat for Humanity in 2017, Ms. Wheelock was the Vice
President of University Services at
the University of Minnesota from 2012, where she served as chief operations
officer of the University. She also
served as Interim President and Chief Executive Officer of Blue Cross Blue
Shield of Minnesota from 2011 to 2012, and
Vice President of the Bush Foundation from 2009 to 2011.
Board of Trustees - Leadership Structure and
Oversight Responsibilities
Overall
responsibility for oversight of the Trust and the Funds rests with the Board of
Trustees. The Board has engaged
Allspring
Funds Management to manage the Funds on a day-to day basis. The Board is
responsible for overseeing
Allspring
Funds Management and other service providers in the operation of the Trust
in accordance with the
provisions of the 1940 Act, applicable provisions of Delaware law, other
applicable laws and the Declaration of Trust. The
Board is currently composed of eight members, each of whom is an Independent
Trustee. The Board currently
conducts regular in-person meetings five times a year. In addition, the Board
may hold special in-person or telephonic
meetings or informal conference calls to discuss specific matters that may arise
or require action between
regular meetings. The Independent Trustees have engaged independent legal
counsel to assist them in performing
their oversight responsibilities.
The Board
has appointed an Independent Trustee to serve in the role of Chair. The Chair’s
role is to preside at all meetings of
the Board and to act as a liaison with respect to governance-related matters
with service providers, officers,
attorneys, and other Trustees generally between meetings. The Chair may also
perform such other functions
as may be delegated by the Board from time to time. The Chair of the Board
serves for a five-year term, which may
be extended with the approval of the Board. The Chair of the Board shall not
serve more than two consecutive
five-year terms, unless such term limit is waived by the Board. This term limit
shall not apply to non-consecutive
terms. Timothy Penny serves as Chair of the Board. In order to assist the Chair
in maintaining effective
communications with the other Trustees and Allspring
Funds Management, the Board has appointed a Chair
Liaison to work with the Chair to coordinate Trustee communications and to help
coordinate timely responses to Trustee
inquiries relating to board governance and fiduciary matters. The Chair Liaison
serves for a one-year term, which may
be extended with the approval of the Board. Except for any duties specified
herein or pursuant to the Trust’s
charter document, the designation of Chair or Chair Liaison does not impose on
such Independent Trustee any duties,
obligations or liability that are greater than the duties, obligations or
liability imposed on such person as a member of
the Board generally.
The Board
also has established a Nominating and Governance Committee, an Audit
Committee and a Dividend Committee to
assist the Board in the oversight and direction of the business and affairs of
the Trust, and from time to time may
establish informal working groups to review and address the policies and
practices of the Trust with respect to
certain specified matters. The Chairs of the Audit Committee and Nominating and
Governance Committee
serve for a three-year term, which may be extended with the approval of the
Board. The Chairs of the
Audit
Committee and the Nominating and Governance Committee shall not serve more than
two consecutive three-year
terms, unless such term limit is waived by the Board. These term limits shall
not apply to non-consecutive terms.
Additionally, the Board has established investment teams to review in detail the
performance of each of the Funds, to
meet with portfolio managers, and to report back to the full Board. The Board
occasionally engages independent
consultants to assist it in evaluating initiatives or proposals. The Board
believes that the Board’s current leadership
structure is appropriate because it allows the Board to exercise informed and
independent judgment over matters
under its purview, and it allocates areas of responsibility among committees of
Trustees and the full Board in a manner
that enhances effective oversight. The leadership structure of the Board may be
changed, at any time and in the
discretion of the Board, including in response to changes in circumstances or
the characteristics of the Trust.
The Funds
and Trusts are subject to a number of risks, including investment, compliance,
operational, liquidity and valuation
risks, among others. Day-to-day risk management functions are subsumed within
the responsibilities of Allspring
Funds Management, the sub-advisers and other service providers (depending on the
nature of the risk), who carry
out the Funds’ investment management and business affairs. Each of Allspring
Funds Management, the sub-advisers
and other service providers have their own, independent approach to risk
management, and their policies
and methods of carrying out risk management functions will depend, in part, on
their individual priorities, resources
and controls.
Risk
oversight forms part of the Board’s general oversight of the Funds and Trusts
and is addressed as part of various Board and
Committee activities. The Board recognizes that it is not possible to identify
all of the risks that may affect a Fund or
to develop processes and controls to eliminate or mitigate their occurrence or
effects and that it is necessary
for the Funds to bear certain risks (such as investment-related risks) to pursue
their goals. As part of its regular
oversight of the Trusts, the Board, directly or through a Committee, interacts
with and reviews reports from, among
others, Allspring
Funds Management, sub-advisers, the Chief Compliance Officer of the Funds, the
Chief Risk Officer of
Allspring
Funds Management, the independent registered public accounting firm for the
Funds, and internal
compliance auditors for Allspring
Funds Management or its affiliates, as appropriate, regarding risks faced
by the Funds
and relevant risk functions. The Board, with the assistance of its investment
teams, also reviews investment
policies and risks in connection with its review of the Funds’ performance, and
considers information regarding
the oversight of liquidity risks from Allspring
Funds Management’s investment personnel. The Board has appointed a
Chief Compliance Officer who oversees the implementation and testing of the
Funds’ compliance program and
regularly reports to the Board regarding compliance matters for the Funds and
their principal service providers.
Allspring
Funds Management has appointed a Chief Risk Officer to enhance the
framework around the assessment,
management, measurement and monitoring of risk indicators and other risk matters
concerning the Funds and
develop periodic reporting of risk management matters to the Board. In addition,
as part of the Board’s periodic
review of the Funds’ advisory, subadvisory and other service provider
agreements, the Board may consider risk
management aspects of their operations and the functions for which they are
responsible.
Allspring
Funds Management has been designated by the Board as the valuation designee for
the Funds pursuant to Rule 2a-5
under the 1940 Act. In its capacity as valuation designee, Allspring Funds
Management performs the fair value
determinations relating to any or all Fund investments, subject to Board
oversight. Allspring Funds Management
has established procedures for the fair valuation of the Fund investments. These
procedures address, among other
things, determining when market quotations are not readily available or reliable
and the methodologies to be used
for determining the fair value of investments, as well as the use and oversight
of third-party pricing services
for fair valuation.
Committees.
As noted
above, the Board has established a standing Nominating and Governance Committee,
a standing Audit Committee
and a standing Dividend Committee to assist the Board in the oversight and
direction of the business and affairs of
the Trust. The Nominating and Governance Committee and Audit Committee
operate pursuant to charters approved by
the Board. The Dividend Committee’s responsibilities were set forth by the Board
when it established the
Committee. Each Independent Trustee is a member of the Trust’s Nominating and
Governance Committee and Audit
Committee. The Dividend Committee is comprised of three Independent
Trustees.
(1)
Nominating
and Governance Committee. Except
with respect to any trustee nomination made by an eligible shareholder
or shareholder group as permitted by applicable law and applicable provisions of
the Declaration of
Trust and
any By-Laws of a Trust, the Committee shall make all nominations for membership
on the Board of Trustees of each
Trust. The Committee shall evaluate each candidate’s qualifications for Board
membership and his or her independence
from the Funds’ manager, sub-adviser(s) and principal underwriter(s) and, as it
deems appropriate, other
principal service providers. Olivia Mitchell serves as the chair of the
Nominating and Governance Committee.
The Nominating
and Governance Committee has adopted procedures by which a shareholder may
properly submit a nominee
recommendation for the Committee’s consideration, which are set forth in
Appendix A to the Trusts’ Nominating
and Governance Committee Charter. The shareholder must submit any such
recommendation (a “Shareholder
Recommendation”) in writing to the Trust, to the attention of the Trust’s
Secretary, at the address of the principal
executive offices of the Trust. The Shareholder Recommendation must include: (i)
a statement in writing setting
forth (A) the name, age, date of birth, business address, residence address, and
nationality of the person recommended
by the shareholder (the “candidate”), (B) the series (and, if applicable, class)
and number of all shares of the
Trust owned of record or beneficially by the candidate, as reported to such
shareholder by the candidate; (C) any other
information regarding the candidate called for with respect to director nominees
by paragraphs (a), (d), (e), and (f ) of
Item 401 of Regulation S-K or paragraph (b) of Item 22 of Rule 14a-101 (Schedule
14A) under the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), adopted by the SEC (or
the corresponding provisions
of any regulation or rule subsequently adopted by the SEC or any successor
agency applicable to the Trust); (D)
any other information regarding the candidate that would be required to be
disclosed if the candidate were a
nominee in a proxy statement or other filing required to be made in connection
with solicitation of proxies for election of
directors pursuant to Section 14 of the Exchange Act and the rules and
regulations promulgated thereunder;
and (E) whether the recommending shareholder believes that the candidate is or
will be an “interested person” of
the Trust (as defined in the 1940 Act) and information regarding the candidate
that will be sufficient for the Trust
to make such determination; (ii) the written and signed consent of the candidate
to be named as a nominee and to
serve as a Trustee if elected; (iii) the recommending shareholder’s name as it
appears on the Trust’s books; (iv) the series
(and, if applicable, class) and number of all shares of the Trust owned
beneficially and of record by the recommending
shareholder; and (v) a description of all arrangements or understandings between
the recommending
shareholder and the candidate and any other person or persons (including their
names) pursuant to which the
recommendation is being made by the recommending shareholder. In addition,
the Nominating and Governance
Committee may require the candidate to interview in person or furnish such other
information as it may reasonably
require or deem necessary to determine the eligibility of such candidate to
serve as a Trustee of the Trust.
The Nominating and Governance Committee has full discretion to reject
candidates recommended by shareholders,
and there is no assurance that any such person properly recommended and
considered by the Committee
will be nominated for election to the Board. In the event of any conflict or
inconsistency with respect to the
requirements applicable to a Shareholder Recommendation as between those
established in the procedures and those in
the By-Laws of a Closed-End Fund, the requirements of the By-Laws of such
Closed-End Fund shall control.
The Nominating
and Governance Committee may from time-to-time propose nominations of one or
more individuals to serve as
members of an “advisory board,” as such term is defined in Section 2(a)(1) of
the 1940 Act.
(2)
Audit
Committee. The Audit
Committee oversees the Funds’ accounting and financial reporting policies,
including
their internal controls over financial reporting; oversees the quality and
objectivity of the Funds’ financial statements
and the independent audit thereof; and interacts with the Funds’ independent
registered public accounting
firm on behalf of the full Board and with appropriate officers of the Trust.
Isaiah Harris, Jr. serves as the chair of
the Audit Committee.
(3)
Dividend
Committee. The Board
has delegated to the Dividend Committee the responsibility to review and
approve
certain dividend amount determinations made by a separate committee composed of
representatives from Allspring
Funds Management and certain sub-advisers (“Management Open-End Dividend
Committee”). The Board has
delegated to the Management Open-End Dividend Committee the authority to
determine periodic dividend amounts
subject to certain Board-approved parameters to be paid by each of the Core Plus
Bond Fund, Diversified Income
Builder Fund, Emerging Markets Equity Income Fund, Income Plus Fund,
International Bond Fund, Managed Account
CoreBuilder Shares - Series CP and Real Return Fund. Under certain
circumstances, the Dividend Committee
must review and consider for approval, as it deems appropriate, recommendations
of the Management Open-End
Dividend Committee.
The
committees met the following number of times during the most recently completed
fiscal year:
|
|
|
Committee
Name |
|
Committee
Meetings During Last Fiscal Year |
Nominating
and Governance Committee |
|
4 |
Audit
Committee |
|
7 |
Dividend
Committee |
|
0 |
Compensation. The
Trustees do not receive any retirement benefits or deferred compensation from
the Trust or any other
member of the Fund Complex. The Trust’s Officers are not compensated by the
Trust for their services. Listed below is
the compensation that was paid to each current Trustee by a Fund and the Fund
Complex for the most recently
completed fiscal period:
|
|
|
|
Trustee
Compensation |
|
|
|
Trustee
|
|
Compensation
From Each
Fund |
Total
Compensation from
the Fund Complex1
|
William
R. Ebsworth |
|
$2,594 |
$329,500 |
Jane
A. Freeman |
|
$2,754 |
$349,750 |
Isaiah
Harris, Jr. |
|
$2,835 |
$360,000 |
David
F. Larcker |
|
$2,594 |
$329,500 |
Olivia
S. Mitchell |
|
$2,754 |
$349,750 |
Timothy
J. Penny |
|
$3,191 |
$405,250 |
James
G. Polisson |
|
$2,594 |
$329,500 |
Pamela
Wheelock |
|
$2,594 |
$329,500 |
1. |
As of
January
31, 2023, there were 127
series in the Fund Complex. |
Beneficial
Equity Ownership Information. The
following table contains specific information about the dollar range of
equity
securities beneficially owned by each Trustee as of December
31, 2022 in each Fund and
the aggregate dollar range of
equity securities in other Funds in the Fund Complex overseen by the Trustees,
stated as one of the following
ranges: A = $0; B = $1 - $10,000; C = 10,001 - $50,000; D = $50,001 - $100,000;
and E = Over $100,000.
|
|
|
|
|
|
|
|
|
Fund
|
Ebsworth |
Freeman |
Harris |
Larcker |
Mitchell |
Penny |
Polisson |
Wheelock |
Government
Money Market Fund |
A |
A |
A |
A |
A |
A |
A |
A |
Heritage
Money Market Fund |
A |
A |
A |
A |
A |
A |
A |
A |
Money
Market Fund |
A |
A |
A |
A |
E |
A |
A |
A |
Municipal
Cash Management Money Market Fund |
A |
A |
A |
A |
A |
A |
A |
A |
National
Tax-Free Money Market Fund |
A |
A |
A |
A |
A |
A |
A |
A |
Treasury
Plus Money Market Fund |
A |
C |
D |
A |
A |
A |
A |
A |
100%
Treasury Money Market Fund |
A |
A |
A |
A |
A |
A |
A |
A |
Aggregate
Dollar Range of Equity Securities in All Funds
Overseen by Trustee in Fund Complex1
|
E |
E |
E |
E |
E |
E |
E |
E |
1. |
Includes
Trustee ownership in shares of funds within the entire Allspring Fund
Complex consisting of 127 funds as of December 31,
2022. |
Ownership
of Securities of Certain Entities. As of the
calendar year ended December
31, 2022, none of the Independent
Trustees and/or their immediate family members owned securities of the manager,
any sub-advisers, or the
distributor, or any entity directly or indirectly controlling, controlled by, or
under common control with the manager,
any sub-advisers, or the distributor.
MANAGER
AND OTHER SERVICE PROVIDERS
Manager and Class-Level
Administrator
Allspring
Funds Management, a wholly owned subsidiary of Allspring Global Investments
Holdings, LLC, a holding company
indirectly owned by certain private funds of GTCR LLC and Reverence Capital
Partners, L.P., is the manager and
class-level administrator for the Funds. Allspring
Funds Management provides advisory and Fund-level
administrative
services to the Funds under an investment management agreement (the “Management
Agreement”) and
provides class-level administrative services to the Funds under a class-level
administration agreement (the “Class-Level
Administration Agreement”). Under the Management Agreement, Allspring
Funds Management is responsible
for, among other services, (i) implementing the investment objectives and
strategies of the Funds, (ii) supervising
the applicable Sub-Adviser(s), (iii) providing Fund-level administrative
services in connection with the Funds’
operations, (iv) developing and implementing procedures for monitoring
compliance with regulatory requirements
and compliance with the Funds’ investment objectives, policies and restrictions,
and (v) providing any other
Fund-level administrative services reasonably necessary for the operation of the
Funds other than those services
that are provided by the Funds’ transfer and dividend disbursing agent,
custodian, and fund accountant. Allspring
Funds Management also furnishes office space and certain facilities
required for conducting the Funds’ business
together with ordinary clerical and bookkeeping services.
Under the
Class-Level Administration Agreement, Allspring
Funds Management is responsible for, among other services,
(i) coordinating, supervising and paying the applicable transfer agent and
various sub-transfer agents and omnibus
account servicers and record-keepers, (ii) coordinating the preparation and
filing of registration statements,
notices, shareholder reports and other information materials, including
prospectuses, proxies and other shareholder
communications for a class, (iii) receiving and tabulating class-specific
shareholder votes, (iv) reviewing bills
submitted to a Fund and, upon determining that a bill is appropriate, allocating
amounts to the appropriate classes
thereof and instructing the Funds’ custodian to pay such bills, and (v)
assembling and disseminating information
concerning class performance, expenses, distributions and administration.
Allspring
Funds Management has
agreed to pay all of the Funds’ fees and expenses for services provided by the
Funds’ transfer agent and various
sub-transfer agents and omnibus account servicers and record-keepers out of the
fees it receives pursuant to
the Class-Level Administration Agreement.
As
compensation for its services under the Management Agreement, Allspring
Funds Management is entitled to receive a
monthly fee at the annual rates indicated below of each Fund’s average daily net
assets:
|
|
|
|
Fund
|
|
Fee |
Government
Money Market Fund Heritage
Money Market Fund Municipal
Cash Management Money Market Fund National
Tax-Free Money Market Fund Treasury
Plus Money Market Fund 100%
Treasury Money Market Fund |
|
First
$5B Next
$5B Next
$5B Next
$85B Over
$100B |
0.150% 0.140% 0.130% 0.125% 0.120% |
Money
Market Fund |
|
First
$5B Next
$5B Next
$15B Over
$25B |
0.20% 0.19% 0.18% 0.17% |
Management Fees
Paid. The
amounts shown below reflect fees paid to and waived by Allspring
Funds Management under
the Management Agreement for the past three fiscal years or
periods.
|
|
|
Management
Fees Paid |
Fund/Fiscal
Year or Period |
Management
Fees Paid |
Management
Fees Waived |
January
31, 2023 |
|
|
Government
Money Market Fund |
$82,670,219 |
$58,267,550 |
Heritage
Money Market Fund |
$5,205,968 |
$2,129,559 |
Money
Market Fund |
$3,357,574 |
$9,201,527 |
Municipal
Cash Management Money Market Fund
|
$109,806 |
$314,217 |
National
Tax-Free Money Market Fund |
$683,644 |
$479,060 |
Treasury
Plus Money Market Fund |
$21,352,162 |
$7,786,098 |
100%
Treasury Money Market Fund |
$14,509,746 |
$5,485,355 |
January
31, 2022 |
|
|
|
|
|
Management
Fees Paid |
Fund/Fiscal
Year or Period |
Management
Fees Paid |
Management
Fees Waived |
Government
Money Market Fund |
$5,106,709 |
$177,456,895 |
Heritage
Money Market Fund |
$4,607,065 |
$5,107,155 |
Money
Market Fund |
$754,828 |
$6,676,056 |
Municipal
Cash Management Money Market Fund
|
$0 |
$547,151 |
National
Tax-Free Money Market Fund |
$5,955 |
$1,267,629 |
Treasury
Plus Money Market Fund |
$31,503,929 |
$0 |
100%
Treasury Money Market Fund |
$0 |
$23,650,020 |
January
31, 2021 |
|
|
Government
Money Market Fund |
$129,984,032 |
$44,860,588 |
Heritage
Money Market Fund |
$11,725,964 |
$3,227,530 |
Money
Market Fund |
$1,669,036 |
$7,248,655 |
Municipal
Cash Management Money Market Fund
|
$6,447 |
$341,960 |
National
Tax-Free Money Market Fund |
$1,024,214 |
$589,889 |
Treasury
Plus Money Market Fund |
$30,680,655 |
$0 |
100%
Treasury Money Market Fund |
$17,438,084 |
$8,747,136 |
For
providing class-level administrative services to the Funds pursuant to the
Class-Level Administration Agreement, including
paying the Funds’ fees
and expenses for services provided by the Funds’
transfer agent and various sub-transfer
agents and omnibus account servicers and record-keepers, Allspring
Funds Management is entitled to receive an
annual fee at the rates indicated below, as a percentage of the total net assets
of each Class:
|
|
|
|
|
Class-Level
Administrator Fee |
Share
Class |
|
%
of Total Net Assets |
Class
A |
|
0.22% |
Class
C |
|
0.22% |
Administrator
Class |
|
0.10% |
Elevate
Class |
|
0.06% |
Institutional
Class |
|
0.08% |
Premier
Class |
|
0.08% |
Select
Class |
|
0.04% |
Service
Class |
|
0.12% |
Sweep
Class |
|
0.03% |
Tribal
Inclusion Class |
|
0.06% |
Administrative Service Fees
Paid. The
amounts shown below reflect fees paid to and waived by Allspring
Funds Management under
the Class-Level Administration Agreement for the past three fiscal years or
periods.
|
|
|
Administrative
Service Fees Paid |
Fund/Fiscal
Year or Period |
Administrative
Service Fees Paid |
Administrative
Service Fees Waived |
January
31, 2023 |
|
|
Government
Money Market Fund |
$44,881,746 |
$16,673,999 |
Heritage
Money Market Fund |
$1,086,411 |
$1,273,887 |
Money
Market Fund |
$4,747,770 |
$994,277 |
Municipal
Cash Management Money Market Fund
|
$205,667 |
$27,072 |
|
|
|
Administrative
Service Fees Paid |
Fund/Fiscal
Year or Period |
Administrative
Service Fees Paid |
Administrative
Service Fees Waived |
National
Tax-Free Money Market Fund |
$637,553 |
$143,849 |
Treasury
Plus Money Market Fund |
$15,467,118 |
$3,350,132 |
100%
Treasury Money Market Fund |
$11,130,876 |
$2,325,552 |
January
31, 2022 |
|
|
Government
Money Market Fund |
$61,640,714 |
$16,647,776 |
Heritage
Money Market Fund |
$2,727,601 |
$389,364 |
Money
Market Fund |
$2,597,523 |
$1,019,485 |
Municipal
Cash Management Money Market Fund
|
$69,887 |
$229,590 |
National
Tax-Free Money Market Fund |
$470,405 |
$385,877 |
Treasury
Plus Money Market Fund |
$0 |
$20,299,241 |
100%
Treasury Money Market Fund |
$5,848,860 |
$10,034,305 |
January
31, 2021 |
|
|
Government
Money Market Fund |
$64,271,322 |
$9,810,713 |
Heritage
Money Market Fund |
$2,162,356 |
$2,668,682 |
Money
Market Fund |
$3,662,962 |
$576,985 |
Municipal
Cash Management Money Market Fund
|
$171,018 |
$22,146 |
National
Tax-Free Money Market Fund |
$678,480 |
$377,124 |
Treasury
Plus Money Market Fund |
$5,538,111 |
$13,638,602 |
100%
Treasury Money Market Fund |
$9,882,860 |
$7,555,557 |
General. Each Fund’s
Management Agreement will continue in effect for an initial two-year term
and thereafter annually provided
that after the initial two-year term the continuance is approved annually (i) by
the holders of a majority of
the respective Fund’s outstanding voting securities or by the Board and (ii) by
a majority of the Trustees who are not
parties to the Management Agreement or “interested persons” (as defined under
the 1940 Act) of any such party.
The Management Agreement may be terminated at any time by vote of the Board or
by vote of a majority of a Fund’s
outstanding voting securities, or by Allspring
Funds Management on 60 days’ written notice. It will terminate
automatically if assigned.
For each Fund,
the Class-Level Administration Agreement will continue in effect provided the
continuance is approved
annually by the Board, including a majority of the Trustees who are not
“interested persons” (as defined under the
1940 Act) of any party to the Class-Level Administration Agreement. The
Class-Level Administration Agreement
may be terminated on 60 days’ written notice by either party.
Fund Expenses. From time
to time, service providers to a Fund,
including Allspring
Funds Management and/or its affiliates,
may contractually agree to waive fees from a Fund in
whole or in part. In addition, such service providers may
voluntarily waive and/or not accrue for all or a portion of any fees
to which they are entitled and/or reimburse certain
expenses as they may determine from time to time. A
Funds’
service providers may discontinue or modify these
voluntary actions at any time without notice. Any such contractual or
voluntary waiver will reduce expenses and,
accordingly, have a favorable impact on a Fund’s
performance. Such contractual and voluntary waivers may differ
depending on share class. To the extent that expenses to which a service
provider would otherwise be entitled to are not
accrued for, this may lead to a difference in the gross expense ratio shown in a
Fund’s prospectus and reported in
the Fund’s financial statements.
Except for
the expenses borne by Allspring
Funds Management, the Trust bears all costs of its operations, including
the
compensation of the Independent Trustees; investment management,
shareholder services and class-level administrative
fees; payments pursuant to any 12b-1 Plan; interest charges; taxes; fees and
expenses of its independent
auditors, legal counsel, transfer agent and distribution disbursing agent;
expenses of redeeming shares;
expenses of preparing and printing prospectuses (except the expense of printing
and mailing prospectuses
used for
promotional purposes, unless otherwise payable pursuant to a 12b-1 Plan),
shareholders’ reports, notices, proxy
statements and reports to regulatory agencies; insurance premiums and certain
expenses relating to insurance
coverage; trade association membership dues (including membership dues in the
Investment Company Institute
allocable to a Fund);
brokerage and other expenses connected with the execution of portfolio
transactions; fees and
expenses of its custodian, including those for keeping books and accounts and
calculating the NAV per share
of a Fund;
expenses of shareholders’ meetings; expenses relating to the issuance,
registration and qualification of a Fund’s
shares; pricing services, organizational expenses and any extraordinary
expenses. Expenses attributable to a Fund are
charged against the Fund’s assets. General expenses of the Trust are allocated
among all of the series of the
Trust, including the Funds, in a manner proportionate to the net assets of each
Fund, on a transactional basis, or on such
other basis as the Board deems equitable.
Sub-Adviser
Allspring
Funds Management has engaged Allspring Global Investments, LLC (“Allspring
Investments”) (the “Sub-Adviser”),
an affiliate of Allspring Funds Management, to serve as sub-adviser to the
Funds. Subject to the direction
of the Board and the overall supervision and control of Allspring Funds
Management and the Trust, the Sub-Adviser
makes recommendations regarding the investment and reinvestment of the Funds’
assets. The Sub-Adviser
furnishes to Allspring Funds Management periodic reports on the investment
activity and performance of the
Funds. The Sub-Adviser also furnishes such additional reports and information as
Allspring Funds Management
and the Board and Officers may reasonably request. Allspring Funds Management
may, from time to time and in
its sole discretion, allocate and reallocate services provided by and fees paid
to the Sub-Adviser.
As
compensation for its sub-advisory services to the Funds, Allspring Investments
is entitled to receive a monthly fee equal to an
annual rate as shown in the table below, based on each Fund’s average daily net
assets. These fees may be paid by
Allspring Funds Management or directly by the Funds. If the sub-advisory fee is
paid directly by a Fund, the
compensation paid to Allspring Funds Management for advisory fees will be
reduced accordingly.
|
|
|
|
Fund
|
Sub-Adviser |
Fee |
|
Government
Money Market Fund Heritage
Money Market Fund Money
Market Fund Municipal
Cash Management Money Market Fund National
Tax-Free Money Market Fund Treasury
Plus Money Market Fund 100%
Treasury Money Market Fund |
Allspring
Investments |
First
$1B Next
$2B Next
$3B Over
$6B |
0.050% 0.030% 0.020% 0.010% |
Distributor and Shareholder Servicing
Agent
Allspring
Funds Distributor, LLC (the “Distributor”), an affiliate of Allspring
Funds Management located at 1415 Vantage
Park Drive, 3rd Floor, Charlotte, NC 28203, serves as the distributor to the
Allspring
Funds.
Each Fund
has adopted a distribution plan (the “12b-1 Plan”) pursuant to Rule 12b-1 under
the 1940 Act (the “Rule”) for the
classes of shares listed in the table below. The 12b-1 Plan was adopted by the
Board, including a majority of the
Trustees who were not “interested persons” (as defined under the 1940 Act) of
the Fund and who had no direct or indirect
financial interest in the operation of the 12b-1 Plan or in any agreement
related to the 12b-1 Plan (the “Non-Interested
Trustees”).
Under the
12b-1 Plan and pursuant to the related Distribution Agreement, each applicable
class pays the Distributor, on a
monthly basis, an annual fee up to the amount indicated in the table. The
Distributor may retain any portion of the total
distribution fee to compensate it for distribution-related services provided by
it or to reimburse it for other distribution-related
expenses. The Distributor’s distribution-related revenues from the 12b-1 Plan
may be more or less than
distribution-related expenses incurred during the period.
|
|
|
|
Fund
|
|
Class
C |
Sweep
Class |
Government
Money Market Fund |
|
N/A |
0.10% |
Heritage
Money Market Fund |
|
N/A |
N/A |
Money
Market Fund |
|
0.75% |
N/A |
|
|
|
|
Fund
|
|
Class
C |
Sweep
Class |
Municipal
Cash Management Money Market Fund
|
|
N/A |
N/A |
National
Tax-Free Money Market Fund |
|
N/A |
N/A |
Treasury
Plus Money Market Fund |
|
N/A |
N/A |
100%
Treasury Money Market Fund |
|
N/A |
N/A |
For the
fiscal year ended January 31,
2023, the Funds paid the Distributor the following fees for
distribution-related services.
|
|
|
|
Distribution
Fees |
Fund |
Total
Distribution Fee Paid
by Fund |
Compensation
Paid to Distributor |
Compensation
to Broker/Dealers |
Government
Money Market Fund |
|
|
|
Sweep
|
$1,155,155 |
$281,232 |
$873,923 |
Money
Market Fund |
|
|
|
Class
C |
$20,731 |
$3,185 |
$17,546 |
100%
Treasury Money Market Fund |
|
|
|
Sweep
|
$0 |
$0 |
$0 |
General. The 12b-1
Plan and Distribution Agreement will continue in effect from year to year if
such continuance is approved at
least annually by vote of a majority of both the Trustees and the Non-Interested
Trustees. The Distribution
Agreement will terminate automatically if assigned, and may be terminated at any
time, without payment of
any penalty, on not less than 60 days’ written notice, by the Trust’s Board, by
a vote of a majority of the outstanding
voting securities of the Fund or by the Distributor. The 12b-1 Plan may
not be amended to increase materially
the amounts payable thereunder by the relevant class of a Fund without approval
by a vote of a majority of the
outstanding voting securities of such class, and no material amendment to the
12b-1 Plan shall be made unless approved by
vote of a majority of both the Trustees and Non-Interested Trustees. The 12b-1
Plan provides that, if and to the
extent any shareholder servicing payments are deemed to be payments for the
financing of any activity primarily
intended to result in the sale of Fund shares, such payments are deemed to have
been approved under the 12b-1
Plan.
Servicing Agent
Each Fund
has adopted a Shareholder Servicing Plan (the “Servicing Plan”) for its Class A,
Class C, Service Class, Sweep Class
and Administrator Class shares, as applicable, and has entered into a related
Shareholder Servicing Agreement
with the Distributor and Allspring Funds Management. Under this agreement, the
Distributor and Allspring
Funds Management are authorized to provide or engage third parties to provide,
pursuant to an Administrative
and Shareholder Services Agreement, shareholder support services. For providing
these services, the Distributor,
Allspring Funds Management and third parties are entitled to an annual fee from
the applicable class of the Fund of
up to 0.10% of the average daily net assets of the Administrator Class shares,
and up to 0.25% of the average
daily net assets of the Class A, Class C, Service Class and Sweep Class shares,
of the average daily net assets of
such class owned of record or beneficially by their customers.
General. The
Servicing Plan will continue in effect from year to year if such continuance is
approved by vote of a majority
vote of both the Trustees and the Non-Interested Trustees. No material amendment
to the Servicing Plan may be made
except by such a vote.
Underwriting Commissions
The
Distributor serves as the principal underwriter distributing securities of
the Funds on a
continuous basis.
For the
fiscal periods listed below, the aggregate amounts of underwriting commissions
paid to and retained by the Distributor
are as follows:
|
|
|
|
Underwriting
Commissions Paid |
|
|
|
Fund/Fiscal
Year or Period |
|
Aggregate
Total Underwriting
Commissions |
Underwriting
Commissions
Retained |
January
31, 2023 |
|
|
|
Government
Money Market Fund |
|
$0 |
$0 |
Heritage
Money Market Fund |
|
$0 |
$0 |
Money
Market Fund |
|
$153 |
$153 |
Municipal
Cash Management Money Market Fund
|
|
$0 |
$0 |
National
Tax-Free Money Market Fund |
|
$559 |
$559 |
Treasury
Plus Money Market Fund |
|
$4,630 |
$4,630 |
100%
Treasury Money Market Fund |
|
$0 |
$0 |
January
31, 2022 |
|
|
|
Government
Money Market Fund |
|
$0 |
$0 |
Heritage
Money Market Fund |
|
$0 |
$0 |
Money
Market Fund |
|
$345 |
$345 |
Municipal
Cash Management Money Market Fund
|
|
$0 |
$0 |
National
Tax-Free Money Market Fund |
|
$0 |
$0 |
Treasury
Plus Money Market Fund |
|
$0 |
$0 |
100%
Treasury Money Market Fund |
|
$2,974 |
$2,974 |
January
31, 2021 |
|
|
|
Government
Money Market Fund |
|
$0 |
$0 |
Heritage
Money Market Fund |
|
$0 |
$0 |
Money
Market Fund |
|
$2,260 |
$2,260 |
Municipal
Cash Management Money Market Fund
|
|
$0 |
$0 |
National
Tax-Free Money Market Fund |
|
$0 |
$0 |
Treasury
Plus Money Market Fund |
|
$0 |
$0 |
100%
Treasury Money Market Fund |
|
$0 |
$0 |
Custodian and Fund
Accountant
State
Street Bank and Trust Company (“State Street”), located at State Street
Financial Center, One Lincoln Street Boston,
Massachusetts 02111, acts as Custodian and fund accountant for the Funds. As
Custodian, State Street, among other
things, maintains a custody account or accounts in the name of each Fund,
handles the receipt and delivery of
securities, selects and monitors foreign sub-custodians as the Fund’s global
custody manager, determines
income and collects interest on each Fund’s investments and maintains certain
books and records. As fund
accountant, State Street is responsible for calculating each Fund’s daily net
asset value per share and for maintaining
its portfolio and general accounting records. For its services, State Street is
entitled to receive certain transaction
fees, asset-based fees and out-of-pocket costs.
Transfer and Distribution Disbursing
Agent
SS&C GIDS,
Inc. (“SS&C GIDS”), located at Two Thousand Crown Colony Drive,
Quincy, Massachusetts 02169, acts as transfer
and distribution disbursing agent for the Allspring
Funds. For providing such services, SS&C GIDS is entitled to receive
fees from the Administrator.
Independent Registered Public Accounting
Firm
KPMG LLP
(“KPMG”) has been selected as the independent registered public accounting firm
for the Funds. KPMG
provides
audit services, tax return preparation and assistance and consultation in
connection with review of certain SEC
filings. KPMG’s address is Two Financial Center, 60 South Street, Boston, MA
02111.
Code of Ethics
The Fund
Complex, Allspring
Funds Management, the Distributor and the Sub-Adviser each has adopted a code of
ethics
which contains policies on personal securities transactions by “access persons”
as defined in each of the codes.
These policies comply with Rule 17j-1 under the 1940 Act and Rule 204A-1 under
the Investment Advisers Act of
1940, as applicable. Each code of ethics, among other things, permits access
persons to invest in certain securities,
subject to various restrictions and requirements. To facilitate enforcement, the
codes of ethics generally require
that an access person submit reports to a designated compliance person regarding
personal securities transactions.
The codes of ethics for the Fund Complex, Allspring
Funds Management, the Distributor and the Sub-Adviser
are on public file with, and are available from, the SEC.
Proxy Voting Policies and
Procedures
The Trusts
have adopted policies and procedures for the Funds (“Fund Proxy Voting
Procedures”) that are used to determine
how to vote proxies relating to portfolio securities held by the Funds of the
Trusts. 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 each Fund. While securities are not purchased to exercise
control or to seek to effect corporate
change through share ownership activism, the Funds support sound corporate
governance practices within
companies in which they invest. The Board of the Trusts has delegated the
responsibility for voting proxies relating to
the Funds’ 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 Funds’
portfolio securities are voted in shareholders’ best interests.
Allspring Global Investments Proxy Voting
Policies and Procedures
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”)
sets out how Allspring
complies with applicable regulatory requirements in respect of how we exercise
voting
rights when we invest in shares traded on a regulated market on behalf of a
client.
With
respect to client accounts of Allspring
Funds Management, this includes, among others, Allspring
Funds Trust, Allspring
Master Trust, Allspring
Variable Trust, Allspring
Global Dividend Opportunity Fund, Allspring
Income Opportunities
Fund, Allspring
Multi-Sector Income Fund, Allspring
Utilities and High Income Fund (the “Trusts”). It also
includes Allspring
(Lux) Worldwide Fund and Worldwide Alternative Fund SICAV-SIF, both
domiciled in Luxembourg
(the “Luxembourg Funds”). Aside from the investment funds managed by
Allspring
Funds Management, Allspring
also offers medium term note programs, managed for issuers of such notes
domiciled in Luxembourg. Hereafter,
all series of the Trusts, and all such Trusts not having separate series, and
all sub-funds of the Luxembourg Fund, as
well as the MTN issuers, are referred to as the “Investment Products”. In
addition, these Policies and Procedures
are used to determine how to vote proxies for the assets managed on behalf of
Allspring’s
other clients. Not all
clients delegate proxy-voting authority to Allspring.
Allspring
will not vote proxies, or provide advice to clients on how to
vote proxies in the absence of specific delegation of authority, a pre-existing
contractual agreement, or an obligation
under applicable law (e.g., securities that are held in an investment advisory
account for which Allspring
exercises
no investment discretion are not voted by Allspring).
Luxembourg
Products
Allspring
Global Investments Luxembourg S.A. (“Allspring Luxembourg”) has delegated
the portfolio management of the
Luxembourg Funds it manages to Allspring
and the responsibility for exercising voting rights in conjunction with
such
delegation; as such, these Policies and Procedures shall apply to the portfolio
management of the Fund. The respective
portfolio management may also delegate the responsibility for exercising voting
rights to the Proxy Voting
Vendor,
with the prior consent of Allspring
Luxemburg. Responsibility for exercising voting rights has also been
delegated
to Allspring
with respect to the Worldwide Alternative Fund SICAV-SIF and to the MTN
issuers.
Voting
Philosophy
Allspring
has adopted these Policies and Procedures to ensure that proxies are voted in
the best interests of clients and
Investment Product investors, without regard to any relationship that any
affiliated person of Allspring
or the Investment
Product (or an affiliated person of such affiliated person) may have with the
issuer. Allspring
exercises its voting
responsibility as a fiduciary with the goal of maximizing value to clients
consistent with governing laws and the
investment policies of each client. While securities are not purchased to
exercise control or to seek to effect corporate
change through share ownership activism, Allspring
supports sound corporate governance practices at companies
in which client assets are invested. Allspring
has established an appropriate strategy determining when and how the
voting rights related to the instruments held in portfolios managed are
exercised, so that these rights are
exclusively reserved to the relevant Investment Product and its
investors.
Proxy
Administration
Allspring’s
Stewardship Team (“Stewardship”) administers the 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 Governance Committee
may delegate certain powers and responsibilities to proxy voting working groups.
The Allspring
Proxy Governance
Committee reviews and, in accordance with these Policies and Procedures, votes
on issues that have been
escalated from proxy voting working groups. Members of the Allspring
Proxy Governance Committee also oversee the
implementation of Allspring
Proxy Governance Committee recommendations for the respective functional
areas in Allspring
that they represent.
Proxy
Voting Due Diligence Working Group
Among other
delegated matters, the proxy voting Due Diligence Working Group (‘DDWG’) in
accordance with these Policies
and Procedures, reviews and votes on routine proxy proposals that it considers
under these Policies and Procedures
in a timely manner. If necessary, the DDWG escalates issues to the Allspring
Proxy Governance Committee
that are determined to be material by the DDWG or otherwise in accordance with
these Policies and
Procedures.
The DDWG coordinates with Allspring’s 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, significant transactions
such as 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.
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. If
Stewardship 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
Guidelines5.
Commitment
to the Principles of Responsible Investment
As a
signatory to the Principles for Responsible Investment, Allspring
has integrated certain material 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 Policy 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 pr