UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-CSR
CERTIFIED SHAREHOLDER REPORT OF REGISTERED
MANAGEMENT INVESTMENT COMPANIES
Investment Company Act file number: 811-09253
Allspring Funds Trust
(Exact name of registrant as specified in charter)
525 Market St., San Francisco, CA 94105
(Address of principal executive offices) (Zip code)
Matthew Prasse
Allspring Funds Management, LLC
525 Market St., San Francisco, CA 94105
(Name and address of agent for service)
Registrant’s telephone number, including area code: 800-222-8222
Date of fiscal year end: October 31
Registrant is making a filing for 5 of its series:
Allspring Emerging Markets Equity Fund, Allspring Emerging Markets Equity Income Fund, Allspring Global Small Cap Fund, Allspring International Equity Fund and Allspring Special International Small Cap Fund.
Date of reporting period: October 31, 2021
| ITEM 1. | REPORT TO STOCKHOLDERS |
Annual Report
October 31, 2021
Allspring
Emerging Markets Equity Fund
Emerging Markets Equity Fund
Contents
| 2 | |
| 6 | |
| 10 | |
| 11 | |
| Financial statements | |
| 18 | |
| 19 | |
| 20 | |
| 21 | |
| 26 | |
| 34 | |
| 35 | |
| Board considerations | |
| 39 | |
| 42 | |
| 47 |
The views expressed and any forward-looking statements are as of October 31, 2021, unless otherwise noted, and are those of the Fund's portfolio managers and/or Allspring Global Investments. Discussions of individual securities or the markets generally are not intended as individual recommendations. Future events or results may vary significantly from those expressed in any forward-looking statements. The views expressed are subject to change at any time in response to changing circumstances in the market. Allspring Global Investments disclaims any obligation to publicly update or revise any views expressed or forward-looking statements.
Allspring Emerging Markets Equity Fund | 1
Letter to shareholders (unaudited)
Andrew Owen
President
Allspring Funds
Dear Shareholder:
We are pleased to offer you this annual report for the Allspring Emerging Markets Equity Fund for the 12-month period that ended October 31, 2021. Global stocks continued to rally as the global economy continued to emerge from the haze of COVID-19. Tailwinds were provided by global stimulus programs, a rapid vaccination rollout, and recovering consumer and corporate sentiment. The bond market had mostly positive returns during the period.
For the 12-month period, equities had robust returns, as policymakers continued to fight the effects of COVID-19. U.S. stocks led both non-U.S. developed market equities and emerging market stocks. Gains by fixed-income securities were varied, though mostly positive. For the period, U.S. stocks, based on the S&P 500 Index,1 gained 42.91%. International stocks, as measured by the MSCI ACWI ex USA Index (Net),2 returned 29.66%, while the MSCI EM Index (Net) (USD)3 had weaker performance with an 16.96% gain. Among bond indexes, the Bloomberg U.S. Aggregate Bond Index4 returned -0.48%, the Bloomberg Global Aggregate ex-USD Index (unhedged)5 returned -1.99%, the Bloomberg Municipal Bond Index6 gained 2.64%, and the ICE BofA U.S. High Yield Index7 returned 10.74%.
Efforts to contain COVID-19 drove market performance.
Global stocks rallied in November 2020, propelled by optimism over three promising COVID-19 vaccines. Reversing trends recent to November 2020, value stocks outperformed growth stocks and cyclical stocks outpaced information technology (IT) stocks. However, U.S. unemployment remained elevated, with a net job loss of 10 million since February 2020. The eurozone services Purchasing Managers' Index, a monthly survey of purchasing managers, contracted sharply while the region’s manufacturing activity grew. The U.S. election results added to the upbeat mood as investors anticipated more consistent policies in the new administration.
Financial markets ended 2020 with strength on high expectations for a rapid rollout of the COVID-19 vaccines, the successful passage of a $900 billion stimulus package, and rising expectations of additional economic support from a Democratic-led Congress. U.S. economic data were mixed with still-elevated unemployment and weak retail sales but growth in manufacturing output. In contrast, China’s economic expansion continued in both manufacturing and nonmanufacturing. U.S. COVID-19 infection rates continued to rise even as new state and local lockdown measures were implemented.
The year 2021 began with emerging markets stocks leading all major asset classes in January, driven by China’s strong economic growth and a broad recovery in corporate earnings, which propelled China’s stock market higher. In the United States, positive news on vaccine trials and January expansion in both the manufacturing and services sectors was offset by a weak December monthly jobs report. This was compounded by technical factors as some hedge funds were forced to sell stocks to protect themselves against a well-publicized short squeeze coordinated by a group of retail investors. Eurozone sentiment and economic growth were particularly weak, reflecting the impact of a new lockdown with stricter social distancing along with a slow vaccine rollout.
| 1 | The S&P 500 Index consists of 500 stocks chosen for market size, liquidity, and industry group representation. It is a market-value-weighted index with each stock's weight in the index proportionate to its market value. You cannot invest directly in an index. |
| 2 | The Morgan Stanley Capital International (MSCI) All Country World Index (ACWI) ex USA Index (Net) is a free-float-adjusted market-capitalization-weighted index that is designed to measure the equity market performance of developed and emerging markets, excluding the U.S. Source: MSCI. MSCI makes no express or implied warranties or representations and shall have no liability whatsoever with respect to any MSCI data contained herein. The MSCI data may not be further redistributed or used as a basis for other indexes or any securities or financial products. This report is not approved, reviewed, or produced by MSCI. You cannot invest directly in an index. |
| 3 | The MSCI Emerging Markets (EM) Index (Net) (USD) is a free-float-adjusted market-capitalization-weighted index that is designed to measure equity market performance of emerging markets. You cannot invest directly in an index. |
| 4 | The Bloomberg U.S. Aggregate Bond Index is a broad-based benchmark that measures the investment-grade, U.S.-dollar-denominated, fixed-rate taxable bond market, including Treasuries, government-related and corporate securities, mortgage-backed securities (agency fixed-rate and hybrid adjustable-rate mortgage pass-throughs), asset-backed securities, and commercial mortgage-backed securities. You cannot invest directly in an index. |
| 5 | The Bloomberg Global Aggregate ex-USD Index (unhedged) is an unmanaged index that provides a broad-based measure of the global investment-grade fixed-income markets excluding the U.S.-dollar-denominated debt market. You cannot invest directly in an index. |
| 6 | The Bloomberg Municipal Bond Index is an unmanaged index composed of long-term tax-exempt bonds with a minimum credit rating of Baa. You cannot invest directly in an index. |
| 7 | The ICE BofA U.S. High Yield Index is a market-capitalization-weighted index of domestic and Yankee high-yield bonds. The index tracks the performance of high-yield securities traded in the U.S. bond market. You cannot invest directly in an index. Copyright 2021. ICE Data Indices, LLC. All rights reserved. |
2 | Allspring Emerging Markets Equity Fund
Letter to shareholders (unaudited)
February saw major domestic equity indexes driven higher on the hope of a new stimulus bill, improving COVID-19 vaccination numbers, and the gradual reopening of the economy. Most S&P 500 companies reported better-than-expected earnings, with positive surprises coming from the financials, IT, health care, and materials sectors. Japan saw its economy strengthen as a result of strong export numbers. Meanwhile, crude oil prices continued their climb, rising more than 25% for the year. Domestic government bonds experienced a sharp sell-off in late February as markets priced in a more robust economic recovery and higher future growth and inflation expectations.
The passage of the massive domestic stimulus bill highlighted March activity, leading to increased forecasts for U.S. growth in 2021. Domestic employment surged as COVID-19 vaccinations and an increasingly open economy spurred hiring. A majority of U.S. small companies reported they were operating at pre-pandemic capacity or higher. Value stocks continued their outperformance of growth stocks in the month, continuing the trend that started in late 2020. Meanwhile, most major developed global equity indexes were up month to date on the back of rising optimism regarding the outlook for global growth. While the U.S. and the U.K. have been the most successful in terms of the vaccine rollout, even in markets where the vaccine has lagged, such as in the eurozone and Japan, equity indexes in many of those countries have also been in positive territory for the year through March 2021.
Equity markets produced another strong showing in April. Domestically, the continued reopening of the economy had a strong impact on positive equity performance, as people started leaving their households and jobless claims continued to fall. Domestic corporate bonds performed well and the U.S. dollar weakened. Meanwhile, the U.S. government continued to seek to invest in the recovery, this time by outlining a package of over $2 trillion to improve infrastructure. The primary headwind in April was inflation, as investors tried to determine the breadth and longevity of recent price increases. Developed Europe has been supported by a meaningful increase in the pace of vaccinations. Unfortunately many emerging market countries have not been as successful. India in particular saw COVID-19 cases surge, serving as an example of the need to get vaccinations rolled out to less developed nations.
Vaccine rollouts continued in May, leading to loosened restrictions globally. As a result, equity markets in general saw a minor increase in returns. Concerns that the continued economic rebound could result in inflation increases becoming more than transitory were supported by the higher input costs businesses were experiencing. Meanwhile, those inflation concerns were tempered by the U.S. Federal Reserve (Fed), which stayed steady on its view of the economy and eased fears of a sudden and substantial policy change. Positive performance in the emerging market equity space was supported this month by steady consumer demand and strong commodity prices. Fixed-income markets were also slightly positive for the month, driven by inflation uncertainty and a softer U.S. dollar.
June witnessed the S&P 500 Index reach a new all-time high. 2021 economic growth and inflation forecasts were revised higher to reflect a strong economic recovery and some supply and demand imbalances. Late June saw a deal reached on a U.S. infrastructure package of approximately $1 trillion for road, bridge, and broadband network upgrades over the next eight years. The Fed’s June meeting yielded no change to policy, but its projections pointed to a possible interest rate rise in 2023. This, combined with a rebound in economic activity and investors searching for yield, led to U.S. Treasury yields being down for the month. Many European and Asian countries saw vaccination momentum increase, while the U.K. dealt with a rise in COVID-19 infections, specifically the Delta variant. Meanwhile, crude oil jumped over 10% in June on the back of the pickup in global economic activity and the Organization of the Petroleum Exporting Countries’ (OPEC) slow pace of supply growth.
July began the month seeing vaccinations making progress, as several major developed countries eased restrictions, only to be threatened again by the spread of COVID-19’s Delta variant. Inflation continued to climb, aided by the continued supply bottleneck in the face of high demand. As it pertains to the equity area of the market, U.S. equities led the way in positive return territory, followed by international developed markets. In contrast, emerging markets were well in negative territory for the month, hindered by China’s plans for new regulations on a number of sectors, specifically education and technology. The U.S. 10-year Treasury bond yield continued to decline, as strong demand swallowed up supply. After hitting a multi-year high earlier in the month, oil prices leveled off following an agreement by OPEC to raise oil production starting in August.
“ 2021 economic growth and inflation forecasts were revised higher to reflect a strong economic recovery and some supply and demand imbalances.”
Allspring Emerging Markets Equity Fund | 3
Letter to shareholders (unaudited)
“ Municipal debt experienced its first monthly performance drop since February of this year, slowing a rally that made it one of the best-performing sectors of the bond market.” |
The Delta variant of COVID-19 produced outbreaks globally in August, increasing the potential for increased market volatility and bringing into question the ongoing economic recovery. Domestically, the U.S. economy continued to stay strong in the face of the Delta variant, continued inflationary pressures, and worries over Hurricane Ida. Emerging market equities experienced elevated volatility, largely influenced by China’s regulatory stance. Emerging market equities started the month with poor performance but rebounded to end the month in positive territory. Municipal debt experienced its first monthly performance drop since February of this year, slowing a rally that made it one of the best-performing sectors of the bond market. In the commodity segment of the market, crude oil fell sharply during the month on the back of dampened expectations as a result of the Delta variant but was still a leading asset class performer for the year.
Global markets suffered their broadest retreat in a year during September, with the exception of commodities. Concerns over inflation and the interest rate outlook depressed investor confidence and hurt performance. Emerging markets declined on concerns over the continued supply chain disruptions and worries over higher energy and food prices. Meanwhile, the Fed indicated it would slow the pace of asset purchases in the near future. All eyes domestically were fixed on the raising of the debt ceiling, the 2022 budget plan, and the ongoing debate over the infrastructure package. Contrary to most asset classes, commodities thrived in September, driven by sharply higher energy prices.
October’s key themes continued to be elevated inflation pressures and a supply bottleneck, but strong earnings provided a bright spot in the markets. Earnings releases in the U.S. were generally strong and consumer confidence was high. The Fed reaffirmed its plans to taper quantitative easing to a stop by mid-2022. Meanwhile, elevated inflation figures are still being considered transitory by the Fed. Similar to the U.S., the eurozone and many Asian countries saw positive earnings but were facing inflation pressures caused by supply bottlenecks while also experiencing energy price increases amid natural gas shortages. Globally, government bond yields rose as central banks prepared to lower monetary policy accommodation in the face of rising inflationary pressures. As previously referenced, positive commodity performance was driven by sharply higher energy costs.
Don’t let short-term uncertainty derail long-term investment goals.
Periods of investment uncertainty can present challenges, but experience has taught us that maintaining long-term investment goals can be an effective way to plan for the future. To help you create a sound strategy based on your personal goals and risk tolerance, Allspring Funds offers more than 100 mutual funds spanning a wide range of asset classes and investment styles. Although diversification cannot guarantee an investment profit or prevent losses, we believe it can be an effective way to manage investment risk and potentially smooth out overall portfolio performance. We encourage investors to know their investments and to understand that appropriate levels of risk-taking may unlock opportunities.
Information on transaction closing.
On November 1, 2021, GTCR LLC and Reverence Capital Partners, L.P., announced the beginning of Allspring Global Investments™, with the close of the transaction to acquire Wells Fargo Funds Management, LLC; Wells Capital Management, LLC; Galliard Capital Management, LLC.; Wells Fargo Asset Management (International) Ltd.; Wells Fargo Asset Management Luxembourg S.A.; and Wells Fargo Funds Distributor, LLC, as well as Wells Fargo Bank, N.A.’s business of acting as trustee to its collective investment trusts and all related Wells Fargo Asset Management legal entities. The transaction closed on November 1, 2021, forming Allspring Global Investments, a privately held asset management firm with $587 billion in AUM1 as of September 30, 2021.
Allspring Global Investments™ is a leading independent asset management firm with a full breadth of investment capabilities across diverse asset classes, serving the needs of its institutional and wealth management clients around the world. Allspring operates across 18 offices globally supported by more than 480 investment professionals. Allspring and its investment teams provide a broad range of differentiated investment products and solutions to help its diverse range of clients meet their investment objectives.
| 1 | As of September 30, 2021, assets under management (AUM) includes $93 billion from Galliard Capital Management, LLC, an investment advisor that is not part of the Allspring trade name/GIPS firm. |
4 | Allspring Emerging Markets Equity Fund
Letter to shareholders (unaudited)
As part of this transition, all mutual funds within the Wells Fargo Funds family were rebranded as Allspring Funds. Each individual fund had “Wells Fargo” removed from its fund name and replaced with “Allspring.” The fund name changes went into effect on December 6, 2021.
Allspring Global Investments is the trade name for the asset management firms of Allspring Global Investments Holdings, LLC, a holding company indirectly owned by certain private funds of GTCR LLC and Reverence Capital Partners, L.P.
Thank you for choosing to invest with Allspring Funds. We appreciate your confidence in us and remain committed to helping you meet your financial needs.
Sincerely,
Andrew Owen
President
Allspring Funds
President
Allspring Funds
For further information about your Fund, contact your investment professional, visit our website at allspringglobal.com, or call us directly at 1-800-222-8222.
Allspring Emerging Markets Equity Fund | 5
Performance highlights (unaudited)
| Investment objective | The Fund seeks long-term capital appreciation. |
| Manager | Allspring Funds Management, LLC |
| Subadviser | Allspring Global Investments, LLC |
| Portfolio managers | Derrick Irwin, CFA®‡, Richard Peck, CFA®‡, Yi (Jerry) Zhang, Ph.D., CFA®‡ |
| Average annual total returns (%) as of October 31, 2021 | |||||||||||
| Including sales charge | Excluding sales charge | Expense ratios1 (%) | |||||||||
| Inception date | 1 year | 5 year | 10 year | 1 year | 5 year | 10 year | Gross | Net 2 | |||
| Class A (EMGAX) | 9-6-1994 | 3.68 | 7.14 | 3.65 | 10.00 | 8.42 | 4.26 | 1.55 | 1.45 | ||
| Class C (EMGCX) | 9-6-1994 | 8.14 | 7.62 | 3.50 | 9.14 | 7.62 | 3.50 | 2.30 | 2.20 | ||
| Class R6 (EMGDX)3 | 6-28-2013 | – | – | – | 10.47 | 8.88 | 4.72 | 1.12 | 1.02 | ||
| Administrator Class (EMGYX) | 9-6-1994 | – | – | – | 10.09 | 8.74 | 4.50 | 1.47 | 1.37 | ||
| Institutional Class (EMGNX) | 7-30-2010 | – | – | – | 10.39 | 8.81 | 4.67 | 1.22 | 1.12 | ||
| MSCI EM Index (Net) (USD)4 | – | – | – | – | 16.96 | 9.39 | 4.88 | – | – | ||
Figures quoted represent past performance, which is no guarantee of future results, and do not reflect taxes that a shareholder may pay on an investment in a fund. Investment return and principal value of an investment will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost. Performance shown without sales charges would be lower if sales charges were reflected. Current performance may be lower or higher than the performance data quoted, which assumes the reinvestment of dividends and capital gains. Current month-end performance is available on the Fund’s website, allspringglobal.com.
Index returns do not include transaction costs associated with buying and selling securities, any mutual fund fees or expenses, or any taxes. It is not possible to invest directly in an index.
For Class A shares, the maximum front-end sales charge is 5.75%. For Class C shares, the maximum contingent deferred sales charge is 1.00%. Performance including a contingent deferred sales charge assumes the sales charge for the corresponding time period. Class R6, Administrator Class and Institutional Class shares are sold without a front-end sales charge or contingent deferred sales charge.
| 1 | Reflects the expense ratios as stated in the most recent prospectuses, which include the impact of 0.01% in acquired fund fees and expenses. The expense ratios shown are subject to change and may differ from the annualized expense ratios shown in the financial highlights of this report, which do not include acquired fund fees and expenses. |
| 2 | The manager has contractually committed through February 28, 2023, to waive fees and/or reimburse expenses to the extent necessary to cap total annual fund operating expenses after fee waivers at 1.44% for Class A, 2.19% for Class C, 1.01% for Class R6, 1.36% for Administrator Class, and 1.11% for Institutional Class. Brokerage commissions, stamp duty fees, interest, taxes, acquired fund fees and expenses (if any), and extraordinary expenses are excluded from the expense caps. Prior to or after the commitment expiration date, the caps may be increased or the commitment to maintain the caps may be terminated only with the approval of the Board of Trustees. Without these caps, the Fund’s returns would have been lower. The expense ratio paid by an investor is the net expense ratio (the total annual fund operating expenses after fee waivers) as stated in the prospectuses. |
| 3 | Historical performance shown for the Class R6 shares prior to their inception reflects the performance of the Institutional Class shares, and includes the higher expenses applicable to the Institutional Class shares. If these expenses had not been included, returns for the Class R6 shares would be higher. |
| 4 | The Morgan Stanley Capital International (MSCI) Emerging Markets (EM) Index (Net) (USD) is a free-float-adjusted market-capitalization-weighted index that is designed to measure the equity market performance of emerging markets. Source: MSCI. MSCI makes no express or implied warranties or representations and shall have no liability whatsoever with respect to any MSCI data contained herein. The MSCI data may not be further redistributed or used as a basis for other indices or any securities or financial products. This report is not approved, reviewed, or produced by MSCI. You cannot invest directly in an index. |
Stock values fluctuate in response to the activities of individual companies and general market and economic conditions. Foreign investments are especially volatile and can rise or fall dramatically due to differences in the political and economic conditions of the host country. These risks are generally intensified in emerging markets. The use of derivatives may reduce returns and/or increase volatility. Certain investment strategies tend to increase the total risk of an investment (relative to the broader market). This fund is exposed to smaller-company securities risk. Consult the Fund’s prospectus for additional information on these and other risks.
| ‡ | CFA® and Chartered Financial Analyst® are trademarks owned by CFA Institute. |
6 | Allspring Emerging Markets Equity Fund
Performance highlights (unaudited)
Growth of $10,000 investment as of October 31, 20211
| 1 | The chart compares the performance of Class A shares for the most recent ten years with the MSCI EM Index (Net) (USD). The chart assumes a hypothetical investment of $10,000 in Class A shares and reflects all operating expenses and assumes the maximum initial sales charge of 5.75%. |
Allspring Emerging Markets Equity Fund | 7
Performance highlights (unaudited)
MANAGER'S DISCUSSION
Fund highlights
| ■ | The Fund underperformed its benchmark, the MSCI EM Index (Net) (USD), for the 12-month period that ended October 31, 2021. |
| ■ | The primary sector detractors included information technology (IT) and materials and country detractors included Brazil, Taiwan, and India. |
| ■ | Stock selection was the largest driver of underperformance. Primary sector contributors included communication services and real estate and country contributors included China, Mexico, and Indonesia |
Emerging market equities continue to recover from the pandemic.
Emerging market equities rose during the volatile one-year period as economies continued to recover from the pandemic. COVID-19, global recovery, and China regulatory activity were significant market drivers. Global stimulus to address the recession was historic as central banks cut rates to record lows and fiscal spending increased.
| Ten largest holdings (%) as of October 31, 20211 | |
| Samsung Electronics Company Limited | 5.47 |
| Tencent Holdings Limited | 4.65 |
| Taiwan Semiconductor Manufacturing Company Limited ADR | 4.63 |
| Bilibili Incorporated ADR | 3.23 |
| Taiwan Semiconductor Manufacturing Company Limited | 3.00 |
| Meituan Dianping | 2.99 |
| Li Ning Company Limited | 2.86 |
| Alibaba Group Holding Limited ADR | 2.70 |
| Reliance Industries Limited GDR | 2.56 |
| Fomento Economico Mexicano SAB de CV ADR | 2.42 |
| 1 | Figures represent the percentage of the Fund's net assets. Holdings are subject to change and may have changed since the date specified. |
Economic recovery gained momentum early in the year and the improving growth outlook across emerging markets led to strong performance by economically sensitive companies. Equity market returns in the first half were fueled by reopening economies, pent-up consumer demand, and corporate earnings growth, which combined to overcome investor concerns over prospective U.S. tapering of liquidity, resurgent COVID-19, geopolitics, and interest rate hikes in some countries. As the year progressed, supply chain disruption and higher oil and metal prices boosted the shares of commodity producers. In the third quarter, China’s regulatory uncertainty and slowing economy, exacerbated by stresses in the property and energy markets, were significant
headwinds. After performing close to the index during the first eight months of the period, the Fund was adversely affected by the surge in Chinese regulatory activity that spiked in the third quarter. Brazilian shares were also affected by slowing growth, noisy presidential politics, and two interest rate hikes in the quarter.
We emphasize high-quality companies in the Fund.
We continued to make changes to the Fund’s holdings to seek to own companies of the highest quality and to take advantage of valuation opportunities. During the period, the Fund increased its weight relative to the benchmark in Mexico, China, communication services, and consumer staples and reduced relative exposure to India, Korea, IT, and financials. Purchases during the period included Mexico’s Fomento Economico Mexicano, S.A.B. de C.V. (FEMSA), and America Movil, S.A.B. de C.V., and Brazil’s HapVida Participacoes SA. Sales during the period included Taiwan’s MediaTek Incorporated and China’s China Mobile Limited* and SINA Corporation*.
| Sector allocation as of October 31, 20211 |
| 1 | Figures represent the percentage of the Fund's long-term investments. These amounts are subject to change and may have changed since the date specified. |
| * | This security was no longer held at the end of the reporting period. |
8 | Allspring Emerging Markets Equity Fund
Performance highlights (unaudited)
Detractors at the country level included Brazil, Taiwan, and India due to a combination of stock performance and relative weightings versus the benchmark. In Brazil, the largest detractors were Americanas SA; Lojas Americanas S.A.; and B3 S.A.-Brasil, Bolsa, Balcao. In Taiwan, Uni-President Enterprises Corporation was an underperformer. In India, JM Financial was among the largest detractors. Leading sector detractors included IT, materials, and energy due to stock selection and allocation. In IT, China’s Zepp Health Corporation and SINA Corporation were among the leading detractors. In materials, Peru’s Compania de Minas Buenaventura SAA was the leading detractor. In energy, China’s CNOOC Limited* was the leading detractor.
Contributors to relative performance were also diversified among country and sector. At the country level, China, Mexico, and Indonesia were the largest contributors due to stock selection in China and Indonesia and an overweight to the outperforming Mexico market. In China, the largest contributors included Li Ning Company Limited and Bilibili Incorporated. Alibaba Group Holding also contributed due to the Fund’s underweight position in the underperforming stock. In Mexico, FEMSA and America Movil were among leading contributors. In Indonesia, PT Telekomunikasi Indonesia (Persero) Tbk. was the largest contributor. At the sector level, communication services, real estate, and consumer staples were the leading contributors due to stock selection in each and underweight to the underperforming real estate sector. In communication services, Bilibili and America Movil were among leading contributors. In real estate, Mexico’s Fibra Uno Administracion S.A. de C.V. contributed most. In consumer staples, Mexico’s FEMSA and South Africa’s Shoprite Holdings Limited were leading contributors.
| Country allocation as of October 31, 20211 |
| 1 | Figures represent the percentage of the Fund's long-term investments. These amounts are subject to change and may have changed since the date specified. |
Outlook
Global economic recovery, improved country and corporate fundamentals, and attractive valuations make us constructive on emerging market equities. Many countries are just now relaxing pandemic restrictions, and corporate and consumer balance sheets are in relatively good shape. Memories of the 2013 “taper tantrum” (taper tantrum describes the 2013 surge in U.S. Treasury yields, resulting from the Fed’s announcement of the future tapering of its policy of quantitative easing) are fresh but substantially better current account positions in nearly all emerging market countries suggest a replay is unlikely. Emerging market return on equity, after declining through much of the past decade, is now on a decisive uptrend and profit margins are above pre-pandemic levels. But valuations have not followed and the aggregate forward price/book ratio in emerging markets relative to developed markets is at the largest discount since 2002–2003. While investors continue to digest the impact of increased regulatory pressure on Chinese equities, it appears that Chinese equities are discounting a fairly negative outcome, suggesting there is meaningful valuation support. We address this outlook with a well-diversified portfolio of high-quality companies and vigilance to overall portfolio risk. We believe our bottom-up, risk-adjusted approach help reduce volatility and the Fund is well positioned for this environment.
| * | This security was no longer held at the end of the reporting period. |
Allspring Emerging Markets Equity Fund | 9
Fund expenses (unaudited)
As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including sales charges (loads) on purchase payments and contingent deferred sales charges (if any) on redemptions and (2) ongoing costs, including management fees, distribution (12b-1) and/or shareholder servicing fees, and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.
The example is based on an investment of $1,000 invested at the beginning of the six-month period and held for the entire period from May 1, 2021 to October 31, 2021.
Actual expenses
The “Actual” line of the table below provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the “Actual” line under the heading entitled “Expenses paid during period” for your applicable class of shares to estimate the expenses you paid on your account during this period.
Hypothetical example for comparison purposes
The “Hypothetical” line of the table below provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.
Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads) and contingent deferred sales charges. Therefore, the “Hypothetical” line of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.
| Beginning account value 5-1-2021 | Ending account value 10-31-2021 | Expenses paid during the period1 | Annualized net expense ratio | |
| Class A | ||||
| Actual | $1,000.00 | $ 885.85 | $ 6.89 | 1.45% |
| Hypothetical (5% return before expenses) | $1,000.00 | $1,017.90 | $ 7.38 | 1.45% |
| Class C | ||||
| Actual | $1,000.00 | $ 882.56 | $10.44 | 2.20% |
| Hypothetical (5% return before expenses) | $1,000.00 | $1,014.12 | $11.17 | 2.20% |
| Class R6 | ||||
| Actual | $1,000.00 | $ 887.67 | $ 4.85 | 1.02% |
| Hypothetical (5% return before expenses) | $1,000.00 | $1,020.06 | $ 5.19 | 1.02% |
| Administrator Class | ||||
| Actual | $1,000.00 | $ 886.36 | $ 6.51 | 1.37% |
| Hypothetical (5% return before expenses) | $1,000.00 | $1,018.30 | $ 6.97 | 1.37% |
| Institutional Class | ||||
| Actual | $1,000.00 | $ 887.35 | $ 5.33 | 1.12% |
| Hypothetical (5% return before expenses) | $1,000.00 | $1,019.56 | $ 5.70 | 1.12% |
1 Expenses paid is equal to the annualized net expense ratio of each class multiplied by the average account value over the period, multiplied by the number of days in the most recent fiscal half-year divided by the number of days in the fiscal year (to reflect the one-half-year period).
10 | Allspring Emerging Markets Equity Fund
Portfolio of investments—October 31, 2021
| Shares | Value | |||||
| Common stocks: 93.18% | ||||||
| Argentina: 0.27% | ||||||
| MercadoLibre Incorporated (Consumer discretionary, Internet & direct marketing retail) † | 11,216 | $ 16,611,120 | ||||
| Brazil: 5.85% | ||||||
| Ambev SA ADR (Consumer staples, Beverages) | 4,164,500 | 12,326,920 | ||||
| Americanas SA (Consumer discretionary, Internet & direct marketing retail) † | 13,779,759 | 72,514,767 | ||||
| Atacadao Distribuicao Comercio e Industria Limitada (Consumer staples, Food & staples retailing) | 9,227,000 | 27,204,593 | ||||
| B3 Brasil Bolsa Balcao SA (Financials, Capital markets) | 21,529,015 | 45,432,256 | ||||
| Banco Bradesco SA ADR (Financials, Banks) | 5,222,979 | 18,280,427 | ||||
| Banco Inter SA (Financials, Banks) | 755,400 | 4,751,533 | ||||
| BK Brasil Operacao e Assessoria a Restaurantes SA (Consumer discretionary, Hotels, restaurants & leisure) † | 3,855,794 | 4,693,523 | ||||
| BRF Brazil Foods SA ADR (Consumer staples, Food products) †« | 11,057,912 | 45,669,177 | ||||
| Companhia Brasileira de Aluminio (Materials, Metals & mining) † | 3,412,600 | 7,721,553 | ||||
| Diagnosticos da America SA (Health care, Health care providers & services) | 2,880,473 | 17,878,552 | ||||
| Hapvida Participacoes e Investimentos SA (Health care, Health care providers & services) 144A | 19,117,335 | 39,089,629 | ||||
| Lojas Renner SA (Consumer discretionary, Multiline retail) | 6,097,175 | 34,819,085 | ||||
| Magazine Luiza SA (Consumer discretionary, Multiline retail) | 8,121,700 | 15,556,111 | ||||
| Multiplan Empreendimentos Imobiliarios SA (Real estate, Real estate management & development) | 2,446,906 | 8,029,466 | ||||
| Raia Drogasil SA (Consumer staples, Food & staples retailing) | 1,968,000 | 8,107,304 | ||||
| 362,074,896 | ||||||
| Chile: 1.14% | ||||||
| Banco Santander Chile SA ADR (Financials, Banks) | 1,190,492 | 21,095,518 | ||||
| S.A.C.I. Falabella (Consumer discretionary, Multiline retail) | 17,793,830 | 49,205,900 | ||||
| 70,301,418 | ||||||
| China: 30.78% | ||||||
| 51job Incorporated ADR (Industrials, Professional services) † | 917,541 | 54,648,742 | ||||
| Agora Incorporated ADR (Information technology, Software) † | 539,765 | 11,766,877 | ||||
| Alibaba Group Holding Limited ADR (Consumer discretionary, Internet & direct marketing retail) † | 1,014,837 | 167,387,210 | ||||
| Alibaba Group Holding Limited ADR (Consumer discretionary, Internet & direct marketing retail) † | 1,670,000 | 34,986,183 | ||||
| Bilibili Incorporated ADR (Communication services, Entertainment) † | 2,732,012 | 200,256,480 | ||||
| China Life Insurance Company Limited Class H (Financials, Insurance) | 23,043,190 | 40,160,100 | ||||
| China Literature Limited (Communication services, Media) 144A† | 2,779,968 | 19,347,763 |
The accompanying notes are an integral part of these financial statements.
Allspring Emerging Markets Equity Fund | 11
Portfolio of investments—October 31, 2021
| Shares | Value | |||||
| China: (continued) | ||||||
| China MeiDong Auto Holdings Limited (Consumer discretionary, Specialty retail) | 12,373,400 | $ 64,248,488 | ||||
| FinVolution Group ADR (Financials, Consumer finance) | 4,401,985 | 26,940,148 | ||||
| Greentree Hospitality Group Limited (Consumer discretionary, Hotels, restaurants & leisure) † | 2,531,768 | 20,431,368 | ||||
| Hua Medicine Limited (Health care, Pharmaceuticals) 144A† | 8,733,136 | 4,646,897 | ||||
| Koolearn Technology Holding Limited (Consumer discretionary, Diversified consumer services) 144A†« | 13,413,215 | 7,326,800 | ||||
| Li Ning Company Limited (Consumer discretionary, Textiles, apparel & luxury goods) | 15,909,707 | 176,876,763 | ||||
| Meituan Dianping (Consumer discretionary, Internet & direct marketing retail) † | 5,337,600 | 184,951,733 | ||||
| New Oriental Education & Technology Group Incorporated ADR (Consumer discretionary, Diversified consumer services) † | 6,781,890 | 13,902,875 | ||||
| Pinduoduo Incorporated ADR (Consumer discretionary, Internet & direct marketing retail) † | 303,563 | 26,992,822 | ||||
| Shandong Weigao Group Medical Polymer Company Limited Class H (Health care, Health care equipment & supplies) | 29,990,600 | 51,111,800 | ||||
| Tencent Holdings Limited (Communication services, Interactive media & services) | 4,654,700 | 287,759,231 | ||||
| Tencent Music Entertainment ADR (Communication services, Entertainment) † | 2,896,603 | 22,767,300 | ||||
| Tongdao Liepin Group (Communication services, Interactive media & services) † | 1,636,260 | 2,363,802 | ||||
| Trip.com Group Limited ADR (Consumer discretionary, Internet & direct marketing retail) † | 2,194,013 | 62,661,011 | ||||
| Tsingtao Brewery Company Limited Class H (Consumer staples, Beverages) | 6,522,500 | 56,711,924 | ||||
| Uxin Limited ADR (Consumer discretionary, Internet & direct marketing retail) † | 3,950,000 | 9,480,000 | ||||
| Uxin Limited ADR Class A (Consumer discretionary, Internet & direct marketing retail) ♦ | 23,979,831 | 19,183,865 | ||||
| Vipshop Holdings Limited ADR (Consumer discretionary, Internet & direct marketing retail) † | 6,128,039 | 68,388,915 | ||||
| Want Want China Holdings Limited (Consumer staples, Food products) | 77,825,800 | 60,316,120 | ||||
| Weibo Corporation ADR (Communication services, Interactive media & services) † | 2,031,212 | 91,363,916 | ||||
| Xiaomi Corporation Class B (Information technology, Technology hardware, storage & peripherals) 144A† | 27,921,900 | 76,618,799 | ||||
| Zepp Health Corporation ADR Class A (Information technology, Electronic equipment, instruments & components) † | 2,439,291 | 20,026,579 | ||||
| Zhou Hei Ya International Holding Company Limited (Consumer staples, Food products) 144A | 25,612,726 | 23,076,307 | ||||
| 1,906,700,818 | ||||||
| Colombia: 0.29% | ||||||
| Bancolombia SA ADR (Financials, Banks) | 499,100 | 17,932,663 | ||||
| Hong Kong: 4.57% | ||||||
| AIA Group Limited (Financials, Insurance) | 11,077,500 | 125,076,586 | ||||
| Johnson Electric Holdings Limited (Industrials, Electrical equipment) | 4,183,050 | 9,290,290 |
The accompanying notes are an integral part of these financial statements.
12 | Allspring Emerging Markets Equity Fund
Portfolio of investments—October 31, 2021
| Shares | Value | |||||
| Hong Kong: (continued) | ||||||
| Sun Art Retail Group Limited (Consumer staples, Food & staples retailing) « | 84,455,400 | $ 49,714,765 | ||||
| WH Group Limited (Consumer staples, Food products) 144A | 140,938,195 | 98,903,996 | ||||
| 282,985,637 | ||||||
| India: 10.57% | ||||||
| Axis Bank Limited (Financials, Banks) † | 4,251,923 | 42,132,401 | ||||
| Bajaj Finance Limited (Financials, Consumer finance) | 420,281 | 41,534,609 | ||||
| Bandhan Bank Limited (Financials, Banks) 144A | 1,416,131 | 5,511,812 | ||||
| Bharti Airtel Limited (Communication services, Wireless telecommunication services) † | 4,869,052 | 44,563,957 | ||||
| Bharti Airtel Limited (Communication services, Wireless telecommunication services) † | 347,789 | 621,207 | ||||
| Dalmia Bharat Limited (Materials, Construction materials) | 624,658 | 16,786,152 | ||||
| Fortis Healthcare Limited (Health care, Health care providers & services) † | 5,634,970 | 18,384,084 | ||||
| HDFC Bank Limited (Financials, Banks) | 2,200,000 | 46,503,898 | ||||
| HDFC Bank Limited ADR (Financials, Banks) | 428,752 | 30,831,556 | ||||
| Housing Development Finance Corporation Limited (Financials, Thrifts & mortgage finance) | 1,115,700 | 42,384,867 | ||||
| Indus Towers Limited (Communication services, Diversified telecommunication services) | 1,373,851 | 4,981,228 | ||||
| ITC Limited (Consumer staples, Tobacco) | 19,483,960 | 58,076,219 | ||||
| JM Financial Limited (Financials, Capital markets) | 11,571,429 | 13,583,222 | ||||
| Kotak Mahindra Bank Limited (Financials, Banks) | 1,117,262 | 30,305,673 | ||||
| Max Financial Services Limited (Financials, Insurance) † | 925,389 | 12,031,833 | ||||
| Oberoi Realty Limited (Real estate, Real estate management & development) † | 964,750 | 11,663,643 | ||||
| Reliance Industries Limited (Energy, Oil, gas & consumable fuels) | 750,000 | 25,402,721 | ||||
| Reliance Industries Limited GDR (Energy, Oil, gas & consumable fuels) 144A | 2,332,274 | 158,594,632 | ||||
| SBI Life Insurance Company Limited (Financials, Insurance) 144A | 964,273 | 14,751,663 | ||||
| SH Kelkar & Company Limited (Materials, Chemicals) | 1,244,001 | 2,638,142 | ||||
| Spandana Sphoorty Financial Limited (Financials, Consumer finance) † | 440,254 | 3,000,239 | ||||
| Ultra Tech Cement Limited (Materials, Construction materials) | 296,000 | 30,184,737 | ||||
| 654,468,495 | ||||||
| Indonesia: 2.06% | ||||||
| PT Astra International Tbk (Consumer discretionary, Automobiles) | 79,651,000 | 33,873,109 | ||||
| PT Bank Central Asia Tbk (Financials, Banks) | 62,747,500 | 33,106,586 | ||||
| PT Blue Bird Tbk (Industrials, Road & rail) | 4,605,309 | 481,091 | ||||
| PT Link Net Tbk (Communication services, Diversified telecommunication services) | 38,278,161 | 10,510,114 |
The accompanying notes are an integral part of these financial statements.
Allspring Emerging Markets Equity Fund | 13
Portfolio of investments—October 31, 2021
| Shares | Value | |||||
| Indonesia: (continued) | ||||||
| PT Telekomunikasi Indonesia Persero Tbk (Communication services, Diversified telecommunication services) | 49,000,000 | $ 13,142,756 | ||||
| PT Telekomunikasi Indonesia Persero Tbk ADR (Communication services, Diversified telecommunication services) « | 1,387,471 | 36,476,613 | ||||
| 127,590,269 | ||||||
| Luxembourg: 0.13% | ||||||
| InPost SA (Industrials, Industrial conglomerates) † | 577,122 | 8,229,999 | ||||
| Mexico: 7.04% | ||||||
| America Movil SAB de CV ADR (Communication services, Wireless telecommunication services) | 4,707,304 | 83,695,865 | ||||
| Banco Santander Mexico SA ADR Class B (Financials, Banks) | 3,029,336 | 19,539,217 | ||||
| Banco Santander Mexico SA Class B (Financials, Banks) | 2,977,800 | 3,796,738 | ||||
| Becle SAB de CV ADR (Consumer staples, Beverages) | 12,667,225 | 28,917,796 | ||||
| Cemex SAB de CV ADR (Materials, Construction materials) † | 4,981,948 | 32,033,926 | ||||
| Fibra Uno Administracion SAB de CV (Real estate, Equity REITs) | 68,940,122 | 68,578,478 | ||||
| Fomento Economico Mexicano SAB de CV ADR (Consumer staples, Beverages) | 1,828,182 | 150,258,279 | ||||
| Grupo Financiero Banorte SAB de CV (Financials, Banks) | 4,200,488 | 26,551,948 | ||||
| Walmart de Mexico SAB de CV (Consumer staples, Food & staples retailing) | 6,542,900 | 22,795,911 | ||||
| 436,168,158 | ||||||
| Nigeria: 0.13% | ||||||
| IHS Holding Limited (Communication services, Diversified telecommunication services) † | 493,367 | 8,298,433 | ||||
| Peru: 0.11% | ||||||
| Compania de Minas Buenaventura SA ADR (Materials, Metals & mining) † | 896,695 | 7,065,957 | ||||
| Philippines: 0.57% | ||||||
| Ayala Corporation (Industrials, Industrial conglomerates) | 837,624 | 14,339,804 | ||||
| San Miguel Food & Beverage Incorporated (Consumer staples, Food products) | 3,495,810 | 5,270,414 | ||||
| SM Investments Corporation (Industrials, Industrial conglomerates) | 812,873 | 15,560,850 | ||||
| 35,171,068 | ||||||
| Russia: 3.71% | ||||||
| Fix Price Group Limited GDR (Consumer discretionary, Specialty retail) | 1,972,714 | 17,182,339 | ||||
| Headhunter Group plc ADR (Industrials, Professional services) | 314,160 | 16,606,498 | ||||
| Lukoil PJSC ADR (Energy, Oil, gas & consumable fuels) | 471,149 | 48,057,198 | ||||
| Magnit PJSC (Consumer staples, Food & staples retailing) | 152,816 | 13,993,180 | ||||
| Ozon Holdings plc ADR (Consumer discretionary, Internet & direct marketing retail) †« | 84,713 | 3,812,085 |
The accompanying notes are an integral part of these financial statements.
14 | Allspring Emerging Markets Equity Fund
Portfolio of investments—October 31, 2021
| Shares | Value | |||||
| Russia: (continued) | ||||||
| Sberbank PJSC ADR (Financials, Banks) | 1,740,395 | $ 34,842,708 | ||||
| Yandex NV Class A (Communication services, Interactive media & services) † | 1,147,406 | 95,051,113 | ||||
| 229,545,121 | ||||||
| South Africa: 1.93% | ||||||
| AngloGold Ashanti Limited ADR (Materials, Metals & mining) | 178,308 | �� 3,295,132 | ||||
| MTN Group Limited (Communication services, Wireless telecommunication services) † | 4,118,543 | 36,933,422 | ||||
| Shoprite Holdings Limited (Consumer staples, Food & staples retailing) | 3,331,500 | 39,583,236 | ||||
| Standard Bank Group Limited (Financials, Banks) | 2,177,090 | 19,302,344 | ||||
| Tiger Brands Limited (Consumer staples, Food products) | 1,631,933 | 20,584,257 | ||||
| 119,698,391 | ||||||
| South Korea: 9.96% | ||||||
| KT Corporation ADR (Communication services, Diversified telecommunication services) | 4,744,713 | 60,779,774 | ||||
| KT&G Corporation (Consumer staples, Tobacco) | 332,091 | 23,047,863 | ||||
| Naver Corporation (Communication services, Interactive media & services) | 282,500 | 98,393,308 | ||||
| Samsung Electronics Company Limited (Information technology, Technology hardware, storage & peripherals) | 5,670,800 | 338,729,057 | ||||
| Samsung Life Insurance Company Limited (Financials, Insurance) | 693,337 | 39,931,180 | ||||
| SK Hynix Incorporated (Information technology, Semiconductors & semiconductor equipment) | 635,500 | 56,015,147 | ||||
| 616,896,329 | ||||||
| Taiwan: 12.26% | ||||||
| 104 Corporation (Industrials, Professional services) | 1,655,000 | 10,563,766 | ||||
| Mediatek Incorporated (Information technology, Semiconductors & semiconductor equipment) | 3,721,881 | 122,195,636 | ||||
| President Chain Store Corporation (Consumer staples, Food & staples retailing) | 3,770,000 | 38,095,187 | ||||
| Taiwan Semiconductor Manufacturing Company Limited (Information technology, Semiconductors & semiconductor equipment) | 8,755,224 | 185,755,512 | ||||
| Taiwan Semiconductor Manufacturing Company Limited ADR (Information technology, Semiconductors & semiconductor equipment) | 2,524,552 | 287,041,562 | ||||
| Uni-President Enterprises Corporation (Consumer staples, Food products) | 48,312,368 | 115,705,763 | ||||
| 759,357,426 | ||||||
| Thailand: 1.75% | ||||||
| PTT Exploration & Production PCL (Energy, Oil, gas & consumable fuels) | 1,933,139 | 6,845,290 | ||||
| PTT PCL (Energy, Oil, gas & consumable fuels) | 21,559,000 | 25,013,833 | ||||
| Siam Commercial Bank PCL (Financials, Banks) | 8,405,100 | 31,915,697 | ||||
| Thai Beverage PCL (Consumer staples, Beverages) | 84,427,000 | 44,451,739 | ||||
| 108,226,559 |
The accompanying notes are an integral part of these financial statements.
Allspring Emerging Markets Equity Fund | 15
Portfolio of investments—October 31, 2021
| Shares | Value | |||||
| Turkey: 0.06% | ||||||
| Avivasa Emeklilik Ve Hayat SA (Financials, Insurance) | 1,901,979 | $ 3,891,401 | ||||
| Total Common stocks (Cost $4,198,458,270) | 5,771,214,158 |
| Interest rate | Maturity date | Principal | ||||
| Convertible debentures: 0.00% | ||||||
| Brazil: 0.00% | ||||||
| Lupatech SA (Energy, Energy equipment & services) ♦† | 6.50% | 4-15-2049 | $ 303,000 | 0 | ||
| Total Convertible debentures (Cost $160,691) | 0 |
| Shares | ||||||
| Investment companies: 0.49% | ||||||
| United States: 0.49% | ||||||
| iShares MSCI Emerging Markets EMEA ETF | 600,000 | 30,552,000 | ||||
| Total Investment companies (Cost $30,178,920) | 30,552,000 |
| Dividend yield | ||||||
| Preferred stocks: 0.28% | ||||||
| Brazil: 0.28% | ||||||
| Lojas Americanas SA (Consumer discretionary, Multiline retail) | 4.74 | 20,187,917 | 17,276,948 | |||
| Total Preferred stocks (Cost $35,609,205) | 17,276,948 |
| Yield | ||||||
| Short-term investments: 6.28% | ||||||
| Investment companies: 6.28% | ||||||
| Allspring Government Money Market Fund Select Class ♠∞ | 0.03 | 342,869,585 | 342,869,585 | |||
| Securities Lending Cash Investments LLC ♠∩∞ | 0.03 | 46,289,014 | 46,289,014 | |||
| Total Short-term investments (Cost $389,158,599) | 389,158,599 | |||||
| Total investments in securities (Cost $4,653,565,685) | 100.23% | 6,208,201,705 | ||||
| Other assets and liabilities, net | (0.23) | (14,292,069) | ||||
| Total net assets | 100.00% | $6,193,909,636 |
| † | Non-income-earning security |
| 144A | The security may be resold in transactions exempt from registration, normally to qualified institutional buyers, pursuant to Rule 144A under the Securities Act of 1933. |
| ♦ | The security is fair valued in accordance with procedures approved by the Board of Trustees. |
| « | All or a portion of this security is on loan. |
| ♠ | The issuer of the security is an affiliated person of the Fund as defined in the Investment Company Act of 1940. |
| ∩ | The investment is a non-registered investment company purchased with cash collateral received from securities on loan. |
| ∞ | The rate represents the 7-day annualized yield at period end. |
| Abbreviations: | |
| ADR | American depositary receipt |
| GDR | Global depositary receipt |
| REIT | Real estate investment trust |
The accompanying notes are an integral part of these financial statements.
16 | Allspring Emerging Markets Equity Fund
Portfolio of investments—October 31, 2021
Investments in affiliates
An affiliated investment is an investment in which the Fund owns at least 5% of the outstanding voting shares of the issuer or as a result of other relationships, such as the Fund and the issuer having the same investment manager. Transactions with issuers that were either affiliates of the Fund at the beginning of the period or the end of the period were as follows:
| Value, beginning of period | Purchases | Sales proceeds | Net realized gains (losses) | Net change in unrealized gains (losses) | Value, end of period | Shares, end of period | Income from affiliated securities | |||
| Short-term investments | ||||||||||
| Allspring Government Money Market Fund Select Class | $199,808,582 | $1,608,841,722 | $(1,465,780,719) | $0 | $0 | $ 342,869,585 | 342,869,585 | $ 121,620 | ||
| Securities Lending Cash Investments LLC | 20,105,794 | 531,916,134 | (505,732,914) | 0 | 0 | 46,289,014 | 46,289,014 | 37,129 # | ||
| $0 | $0 | $389,158,599 | $158,749 | |||||||
| # | Amount shown represents income before fees and rebates. |
The accompanying notes are an integral part of these financial statements.
Allspring Emerging Markets Equity Fund | 17
Statement of assets and liabilities—October 31, 2021
| Assets | |
Investments in unaffiliated securities (including $44,778,369 of securities loaned), at value (cost $4,264,407,086) | $ 5,819,043,106 |
Investments in affiliated securities, at value (cost $389,158,599) | 389,158,599 |
Foreign currency, at value (cost $48,295,580) | 47,292,741 |
Receivable for Fund shares sold | 10,169,366 |
Receivable for dividends | 2,487,769 |
Receivable for securities lending income, net | 35,960 |
Prepaid expenses and other assets | 552,039 |
Total assets | 6,268,739,580 |
| Liabilities | |
Payable upon receipt of securities loaned | 46,288,514 |
Contingent tax liability | 15,390,255 |
Management fee payable | 5,079,846 |
Payable for Fund shares redeemed | 3,927,879 |
Payable for investments purchased | 3,472,769 |
Administration fees payable | 662,692 |
Distribution fee payable | 7,989 |
Total liabilities | 74,829,944 |
Total net assets | $6,193,909,636 |
| Net assets consist of | |
Paid-in capital | $ 4,694,403,251 |
Total distributable earnings | 1,499,506,385 |
Total net assets | $6,193,909,636 |
| Computation of net asset value and offering price per share | |
Net assets – Class A | $ 232,734,972 |
Shares outstanding – Class A1 | 7,730,163 |
Net asset value per share – Class A | $30.11 |
Maximum offering price per share – Class A2 | $31.95 |
Net assets – Class C | $ 12,259,984 |
Shares outstanding – Class C1 | 491,381 |
Net asset value per share – Class C | $24.95 |
Net assets – Class R6 | $ 536,456,409 |
Shares outstanding – Class R61 | 17,058,567 |
Net asset value per share – Class R6 | $31.45 |
Net assets – Administrator Class | $ 78,117,900 |
Shares outstanding – Administrator Class1 | 2,449,461 |
Net asset value per share – Administrator Class | $31.89 |
Net assets – Institutional Class | $ 5,334,340,371 |
Shares outstanding – Institutional Class1 | 169,758,739 |
Net asset value per share – Institutional Class | $31.42 |
| 1 | The Fund has an unlimited number of authorized shares. |
| 2 | Maximum offering price is computed as 100/94.25 of net asset value. On investments of $50,000 or more, the offering price is reduced. |
The accompanying notes are an integral part of these financial statements.
18 | Allspring Emerging Markets Equity Fund
Statement of operations—year ended October 31, 2021
| Investment income | |
Dividends (net of foreign withholdings taxes of $11,561,044) | $ 76,832,420 |
Income from affiliated securities | 1,031,348 |
Total investment income | 77,863,768 |
| Expenses | |
Management fee | 61,833,103 |
| Administration fees | |
Class A | 529,019 |
Class C | 33,956 |
Class R6 | 160,008 |
Administrator Class | 113,746 |
Institutional Class | 6,872,031 |
| Shareholder servicing fees | |
Class A | 629,784 |
Class C | 40,363 |
Administrator Class | 216,163 |
| Distribution fee | |
Class C | 120,937 |
Custody and accounting fees | 595,619 |
Professional fees | 62,174 |
Registration fees | 106,008 |
Shareholder report expenses | 429,088 |
Trustees’ fees and expenses | 19,219 |
Other fees and expenses | 139,932 |
Total expenses | 71,901,150 |
| Less: Fee waivers and/or expense reimbursements | |
Fund-level | (681,818) |
Class A | (22,902) |
Class C | (6) |
Class R6 | (26,196) |
Administrator Class | (1,385) |
Institutional Class | (254,107) |
Net expenses | 70,914,736 |
Net investment income | 6,949,032 |
| Realized and unrealized gains (losses) on investments | |
Net realized gains on investments | 133,343,798 |
Net change in unrealized gains (losses) on investments (Net of deferred capital gains taxes of $(15,390,255)) | 261,905,138 |
Net realized and unrealized gains (losses) on investments | 395,248,936 |
Net increase in net assets resulting from operations | $402,197,968 |
The accompanying notes are an integral part of these financial statements.
Allspring Emerging Markets Equity Fund | 19
Statement of changes in net assets
| Year ended October 31, 2021 | Year ended October 31, 2020 | |||
| Operations | ||||
Net investment income | $ 6,949,032 | $ 19,314,250 | ||
Payment from affiliate | 0 | 814,760 | ||
Net realized gains on investments | 133,343,798 | 28,501,702 | ||
Net change in unrealized gains (losses) on investments | 261,905,138 | 343,880,924 | ||
Net increase in net assets resulting from operations | 402,197,968 | 392,511,636 | ||
| Distributions to shareholders from | ||||
| Net investment income and net realized gains | ||||
Class A | (153,789) | (1,592,205) | ||
Class R6 | (1,997,619) | (3,433,287) | ||
Administrator Class | (99,238) | (690,072) | ||
Institutional Class | (16,550,884) | (37,764,049) | ||
Total distributions to shareholders | (18,801,530) | (43,479,613) | ||
| Capital share transactions | Shares | Shares | ||
| Proceeds from shares sold | ||||
Class A | 1,279,782 | 41,046,133 | 865,603 | 22,093,065 |
Class C | 62,037 | 1,713,686 | 62,810 | 1,341,561 |
Class R6 | 9,192,248 | 309,903,863 | 3,888,578 | 97,521,245 |
Administrator Class | 498,122 | 17,534,140 | 466,599 | 12,164,727 |
Institutional Class | 70,742,883 | 2,393,030,346 | 55,315,223 | 1,422,431,335 |
| 2,763,228,168 | 1,555,551,933 | |||
| Reinvestment of distributions | ||||
Class A | 4,479 | 141,490 | 54,378 | 1,460,585 |
Class R6 | 50,522 | 1,661,164 | 89,034 | 2,487,612 |
Administrator Class | 2,928 | 97,946 | 23,753 | 668,417 |
Institutional Class | 498,950 | 16,405,460 | 1,335,293 | 37,308,081 |
| 18,306,060 | 41,924,695 | |||
| Payment for shares redeemed | ||||
Class A | (1,235,712) | (40,017,608) | (2,247,714) | (55,922,187) |
Class C | (452,222) | (11,814,354) | (579,377) | (12,172,959) |
Class R6 | (3,539,255) | (119,511,518) | (5,956,259) | (150,951,408) |
Administrator Class | (598,958) | (20,572,954) | (1,900,708) | (50,457,674) |
Institutional Class | (40,944,202) | (1,393,110,438) | (48,926,107) | (1,252,304,510) |
| (1,585,026,872) | (1,521,808,738) | |||
Net increase in net assets resulting from capital share transactions | 1,196,507,356 | 75,667,890 | ||
Total increase in net assets | 1,579,903,794 | 424,699,913 | ||
| Net assets | ||||
Beginning of period | 4,614,005,842 | 4,189,305,929 | ||
End of period | $ 6,193,909,636 | $ 4,614,005,842 | ||
The accompanying notes are an integral part of these financial statements.
20 | Allspring Emerging Markets Equity Fund
Financial highlights
(For a share outstanding throughout each period)
| Year ended October 31 | |||||
| Class A | 2021 | 2020 | 2019 | 2018 | 2017 |
Net asset value, beginning of period | $27.39 | $25.29 | $21.16 | $24.83 | $20.49 |
Net investment income (loss) | (0.07) 1 | 0.00 2 | 0.10 | 0.07 | (0.03) 1 |
Payment from affiliate | 0.00 | 0.00 2 | 0.00 | 0.00 | 0.00 |
Net realized and unrealized gains (losses) on investments | 2.81 | 2.28 | 4.11 | (3.70) | 4.50 |
Total from investment operations | 2.74 | 2.28 | 4.21 | (3.63) | 4.47 |
| Distributions to shareholders from | |||||
Net investment income | (0.02) | (0.18) | (0.08) | (0.04) | (0.13) |
Net asset value, end of period | $30.11 | $27.39 | $25.29 | $21.16 | $24.83 |
Total return3 | 10.00% | 9.03% 4 | 19.95% | (14.65)% | 21.99% |
| Ratios to average net assets (annualized) | |||||
Gross expenses | 1.48% | 1.54% | 1.57% | 1.58% | 1.58% |
Net expenses | 1.46% | 1.52% | 1.57% | 1.57% | 1.58% |
Net investment income (loss) | (0.21)% | 0.13% | 0.43% | 0.38% | (0.13)% |
| Supplemental data | |||||
Portfolio turnover rate | 9% | 12% | 8% | 11% | 13% |
Net assets, end of period (000s omitted) | $232,735 | $210,393 | $227,811 | $201,515 | $268,384 |
| 1 | Calculated based upon average shares outstanding |
| 2 | Amount is less than $0.005. |
| 3 | Total return calculations do not include any sales charges. |
| 4 | During the year ended October 31, 2020, the Fund received a payment from an affiliate that had an impact of less than 0.005% on total return. See Note 4 in the Notes to Financial Statements for additional information. |
The accompanying notes are an integral part of these financial statements.
Allspring Emerging Markets Equity Fund | 21
Financial highlights
(For a share outstanding throughout each period)
| Year ended October 31 | |||||
| Class C | 2021 | 2020 | 2019 | 2018 | 2017 |
Net asset value, beginning of period | $22.86 | $21.09 | $17.71 | $20.92 | $17.28 |
Net investment loss | (0.27) 1 | (0.14) 1 | (0.07) 1 | (0.08) 1 | (0.08) |
Payment from affiliate | 0.00 | 0.04 | 0.00 | 0.00 | 0.00 |
Net realized and unrealized gains (losses) on investments | 2.36 | 1.87 | 3.45 | (3.13) | 3.72 |
Total from investment operations | 2.09 | 1.77 | 3.38 | (3.21) | 3.64 |
Net asset value, end of period | $24.95 | $22.86 | $21.09 | $17.71 | $20.92 |
Total return2 | 9.14% | 8.39% 3 | 19.09% | (15.34)% | 21.06% |
| Ratios to average net assets (annualized) | |||||
Gross expenses | 2.23% | 2.29% | 2.32% | 2.33% | 2.31% |
Net expenses | 2.22% | 2.28% | 2.32% | 2.32% | 2.31% |
Net investment loss | (0.98)% | (0.64)% | (0.37)% | (0.38)% | (0.43)% |
| Supplemental data | |||||
Portfolio turnover rate | 9% | 12% | 8% | 11% | 13% |
Net assets, end of period (000s omitted) | $12,260 | $20,149 | $29,484 | $49,103 | $69,845 |
| 1 | Calculated based upon average shares outstanding |
| 2 | Total return calculations do not include any sales charges. |
| 3 | During the year ended October 31, 2020, the Fund received a payment from an affiliate which had a 0.18% impact on the total return. See Note 4 in the Notes to Financial Statements for additional information. |
The accompanying notes are an integral part of these financial statements.
22 | Allspring Emerging Markets Equity Fund
Financial highlights
(For a share outstanding throughout each period)
| Year ended October 31 | |||||
| Class R6 | 2021 | 2020 | 2019 | 2018 | 2017 |
Net asset value, beginning of period | $28.59 | $26.39 | $22.10 | $26.00 | $21.46 |
Net investment income | 0.08 1 | 0.17 | 0.22 1 | 0.23 1 | 0.17 1 |
Net realized and unrealized gains (losses) on investments | 2.92 | 2.33 | 4.27 | (3.92) | 4.59 |
Total from investment operations | 3.00 | 2.50 | 4.49 | (3.69) | 4.76 |
| Distributions to shareholders from | |||||
Net investment income | (0.14) | (0.30) | (0.20) | (0.21) | (0.22) |
Net asset value, end of period | $31.45 | $28.59 | $26.39 | $22.10 | $26.00 |
Total return | 10.47% | 9.49% | 20.50% | (14.33)% | 22.53% |
| Ratios to average net assets (annualized) | |||||
Gross expenses | 1.05% | 1.11% | 1.14% | 1.16% | 1.14% |
Net expenses | 1.04% | 1.11% | 1.14% | 1.15% | 1.14% |
Net investment income | 0.23% | 0.55% | 0.88% | 0.90% | 0.76% |
| Supplemental data | |||||
Portfolio turnover rate | 9% | 12% | 8% | 11% | 13% |
Net assets, end of period (000s omitted) | $536,456 | $324,637 | $351,829 | $326,131 | $192,929 |
| 1 | Calculated based upon average shares outstanding |
The accompanying notes are an integral part of these financial statements.
Allspring Emerging Markets Equity Fund | 23
Financial highlights
(For a share outstanding throughout each period)
| Year ended October 31 | |||||
| Administrator Class | 2021 | 2020 | 2019 | 2018 | 2017 |
Net asset value, beginning of period | $29.01 | $26.50 | $22.18 | $26.08 | $21.53 |
Net investment income (loss) | (0.05) 1 | 0.05 1 | 0.13 1 | 0.12 1 | 0.10 1 |
Payment from affiliate | 0.00 | 0.31 | 0.00 | 0.00 | 0.00 |
Net realized and unrealized gains (losses) on investments | 2.97 | 2.35 | 4.30 | (3.90) | 4.61 |
Total from investment operations | 2.92 | 2.71 | 4.43 | (3.78) | 4.71 |
| Distributions to shareholders from | |||||
Net investment income | (0.04) | (0.20) | (0.11) | (0.12) | (0.16) |
Net asset value, end of period | $31.89 | $29.01 | $26.50 | $22.18 | $26.08 |
Total return | 10.09% | 10.25% 2 | 20.09% | (14.57)% | 22.10% |
| Ratios to average net assets (annualized) | |||||
Gross expenses | 1.40% | 1.46% | 1.49% | 1.50% | 1.48% |
Net expenses | 1.38% | 1.43% | 1.46% | 1.46% | 1.46% |
Net investment income (loss) | (0.13)% | 0.20% | 0.54% | 0.48% | 0.42% |
| Supplemental data | |||||
Portfolio turnover rate | 9% | 12% | 8% | 11% | 13% |
Net assets, end of period (000s omitted) | $78,118 | $73,888 | $104,869 | $103,740 | $144,421 |
| 1 | Calculated based upon average shares outstanding |
| 2 | During the year ended October 31, 2020, the Fund received a payment from an affiliate which had a 1.16% impact on the total return. See Note 4 in the Notes to Financial Statements for additional information. |
The accompanying notes are an integral part of these financial statements.
24 | Allspring Emerging Markets Equity Fund
Financial highlights
(For a share outstanding throughout each period)
| Year ended October 31 | |||||
| Institutional Class | 2021 | 2020 | 2019 | 2018 | 2017 |
Net asset value, beginning of period | $28.57 | $26.38 | $22.10 | $25.99 | $21.46 |
Net investment income | 0.04 1 | 0.14 | 0.19 | 0.19 | 0.19 1 |
Net realized and unrealized gains (losses) on investments | 2.92 | 2.34 | 4.28 | (3.89) | 4.55 |
Total from investment operations | 2.96 | 2.48 | 4.47 | (3.70) | 4.74 |
| Distributions to shareholders from | |||||
Net investment income | (0.11) | (0.29) | (0.19) | (0.19) | (0.21) |
Net asset value, end of period | $31.42 | $28.57 | $26.38 | $22.10 | $25.99 |
Total return | 10.39% | 9.42% | 20.40% | (14.35)% | 22.42% |
| Ratios to average net assets (annualized) | |||||
Gross expenses | 1.15% | 1.21% | 1.25% | 1.25% | 1.23% |
Net expenses | 1.14% | 1.18% | 1.19% | 1.19% | 1.20% |
Net investment income | 0.12% | 0.49% | 0.81% | 0.75% | 0.82% |
| Supplemental data | |||||
Portfolio turnover rate | 9% | 12% | 8% | 11% | 13% |
Net assets, end of period (000s omitted) | $5,334,340 | $3,984,940 | $3,475,314 | $2,790,071 | $3,423,366 |
| 1 | Calculated based upon average shares outstanding |
The accompanying notes are an integral part of these financial statements.
Allspring Emerging Markets Equity Fund | 25
Notes to financial statements
1. ORGANIZATION
Allspring Funds Trust (the "Trust"), a Delaware statutory trust organized on March 10, 1999, is an open-end management investment company registered under the Investment Company Act of 1940, as amended (the "1940 Act"). As an investment company, the Trust follows the accounting and reporting guidance in Financial Accounting Standards Board ("FASB") Accounting Standards Codification Topic 946, Financial Services – Investment Companies. These financial statements report on the Allspring Emerging Markets Equity Fund (the "Fund") which is a diversified series of the Trust.
On February 23, 2021, Wells Fargo & Company announced that it has entered into a definitive agreement to sell Wells Fargo Asset Management ("WFAM") to GTCR LLC and Reverence Capital Partners, L.P. WFAM is the trade name used by the asset management businesses of Wells Fargo & Company and includes Wells Fargo Funds Management, LLC, the investment manager to the Fund, Wells Capital Management, LLC and Wells Fargo Asset Management (International) Limited, both registered investment advisers providing subadvisory services to certain funds, and Wells Fargo Funds Distributor, LLC, the Fund's principal underwriter. As part of the transaction, Wells Fargo & Company will own a 9.9% equity interest and will continue to serve as an important client and distribution partner.
Consummation of the transaction will result in the automatic termination of the Fund’s investment management agreement and subadvisory agreement. The Fund’s Board of Trustees approved a new investment management agreement and a new subadvisory agreement which were submitted to the Fund’s shareholders for approval at a Special Meeting of Shareholders held on August 16, 2021. Shareholders of record of the Fund at the close of business on May 28, 2021 approved the new agreements which will take effect upon the closing of the transaction.
As more fully discussed in Note 12, the transaction closed on November 1, 2021 and the investment manager, subadvisers and distributor changed their names to Allspring Funds Management, LLC, Allspring Global Investments, LLC, Allspring Global Investments (UK) Limited and Allspring Funds Distributor, LLC, respectively. While these name changes occurred after the end of the period, throughout this report, the new names have been used.
The Board of Trustees of the Wells Fargo Funds voted on July 15, 2021 to approve a change to the Fund's name to remove "Wells Fargo" from the name and replace it with "Allspring", effective December 6, 2021.
2. SIGNIFICANT ACCOUNTING POLICIES
The following significant accounting policies, which are consistently followed in the preparation of the financial statements of the Fund, are in conformity with U.S. generally accepted accounting principles which require management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of income and expenses during the reporting period. Actual results could differ from those estimates.
Securities valuation
All investments are valued each business day as of the close of regular trading on the New York Stock Exchange (generally 4 p.m. Eastern Time), although the Fund may deviate from this calculation time under unusual or unexpected circumstances.
Equity securities that are listed on a foreign or domestic exchange or market are valued at the official closing price or, if none, the last sales price. If no sale occurs on the principal exchange or market that day, a fair value price will be determined in accordance with the Fund’s Valuation Procedures.
The values of securities denominated in foreign currencies are translated into U.S. dollars at rates provided by an independent foreign currency pricing source at a time each business day specified by the Allspring Global Investments Pricing Committee at Allspring Funds Management, LLC ("Allspring Funds Management").
Many securities markets and exchanges outside the U.S. close prior to the close of the New York Stock Exchange and therefore may not fully reflect trading or events that occur after the close of the principal exchange in which the foreign securities are traded, but before the close of the New York Stock Exchange. If such trading or events are expected to materially affect the value of such securities, then fair value pricing procedures approved by the Board of Trustees of the Fund are applied. These procedures take into account multiple factors including movements in U.S. securities markets after foreign exchanges close. Foreign securities that are fair valued under these procedures are categorized as Level 2 and the application of these procedures may result in transfers between Level 1 and Level 2. Depending on market activity, such fair valuations may be frequent. Such fair value pricing may result in net asset values that are higher or lower than net asset values based on the last reported sales price or latest quoted bid price. On October 31, 2021, such fair value pricing was not used in pricing foreign securities.
26 | Allspring Emerging Markets Equity Fund
Notes to financial statements
Debt securities are valued at the evaluated bid price provided by an independent pricing service (e.g. taking into account various factors, including yields, maturities, or credit ratings) or, if a reliable price is not available, the quoted bid price from an independent broker-dealer.
Forward foreign currency contracts are recorded at the forward rate provided by an independent foreign currency pricing source at a time each business day specified by the Allspring Global Investments Pricing Committee.
Investments in registered open-end investment companies are valued at net asset value. Interests in non-registered investment companies that are redeemable at net asset value are fair valued normally at net asset value.
Investments which are not valued using any of the methods discussed above are valued at their fair value, as determined in good faith by the Board of Trustees. The Board of Trustees has established a Valuation Committee comprised of the Trustees and has delegated to it the authority to take any actions regarding the valuation of portfolio securities that the Valuation Committee deems necessary or appropriate, including determining the fair value of portfolio securities, unless the determination has been delegated to the Allspring Global Investments Pricing Committee. The Board of Trustees retains the authority to make or ratify any valuation decisions or approve any changes to the Valuation Procedures as it deems appropriate. On a quarterly basis, the Board of Trustees receives reports on any valuation actions taken by the Valuation Committee or the Allspring Global Investments Pricing Committee which may include items for ratification.
Foreign currency translation
The accounting records of the Fund are maintained in U.S. dollars. The values of other assets and liabilities denominated in foreign currencies are translated into U.S. dollars at rates provided by an independent foreign currency pricing source at a time each business day specified by the Allspring Global Investments Pricing Committee. Purchases and sales of securities, and income and expenses are converted at the rate of exchange on the respective dates of such transactions. Net realized foreign exchange gains or losses arise from sales of foreign currencies, currency gains or losses realized between the trade and settlement dates on securities transactions, and the difference between the amounts of dividends, interest and foreign withholding taxes recorded and the U.S. dollar equivalent of the amounts actually paid or received. Net unrealized foreign exchange gains and losses arise from changes in the fair value of assets and liabilities other than investments in securities resulting from changes in exchange rates. The changes in net assets arising from changes in exchange rates of securities and the changes in net assets resulting from changes in market prices of securities are not separately presented. Such changes are included in net realized and unrealized gains or losses from investments.
Securities lending
The Fund may lend its securities from time to time in order to earn additional income in the form of fees or interest on securities received as collateral or the investment of any cash received as collateral. When securities are on loan, the Fund receives interest or dividends on those securities. Cash collateral received in connection with its securities lending transactions is invested in Securities Lending Cash Investments, LLC (the "Securities Lending Fund"). Investments in Securities Lending Fund are valued at the evaluated bid price provided by an independent pricing service. Income earned from investment in the Securities Lending Fund (net of fees and rebates), if any, is included in income from affiliated securities on the Statement of Operations.
In a securities lending transaction, the net asset value of the Fund is affected by an increase or decrease in the value of the securities loaned and by an increase or decrease in the value of the instrument in which collateral is invested. The amount of securities lending activity undertaken by the Fund fluctuates from time to time. The Fund has the right under the lending agreement to recover the securities from the borrower on demand. In the event of default or bankruptcy by the borrower, the Fund may be prevented from recovering the loaned securities or gaining access to the collateral or may experience delays or costs in doing so. In such an event, the terms of the agreement allow the unaffiliated securities lending agent to use the collateral to purchase replacement securities on behalf of the Fund or pay the Fund the market value of the loaned securities. The Fund bears the risk of loss with respect to depreciation of its investment of the cash collateral.
Forward foreign currency contracts
A forward foreign currency contract is an agreement between two parties to purchase or sell a specific currency for an agreed-upon price at a future date. The Fund enters into forward foreign currency contracts to facilitate transactions in foreign-denominated securities and to attempt to minimize the risk to the Fund from adverse changes in the relationship between currencies. Forward foreign currency contracts are recorded at the forward rate and marked-to-market daily. When the contracts are closed, realized gains and losses arising from such transactions are recorded as realized gains or losses on forward foreign currency contracts. The Fund is subject to foreign currency risk and may be exposed to risks if the counterparties to the contracts are unable to meet the terms of their contracts or if the value of the foreign currency changes unfavorably. The
Allspring Emerging Markets Equity Fund | 27
Notes to financial statements
Fund's maximum risk of loss from counterparty credit risk is the unrealized gains on the contracts. This risk may be mitigated if there is a master netting arrangement between the Fund and the counterparty.
Security transactions and income recognition
Securities transactions are recorded on a trade date basis. Realized gains or losses are recorded on the basis of identified cost.
Dividend income is recognized on the ex-dividend date, except for certain dividends from foreign securities, which are recorded as soon as the custodian verifies the ex-dividend date.
Interest income is accrued daily and bond discounts are accreted and premiums are amortized daily. To the extent debt obligations are placed on non-accrual status, any related interest income may be reduced by writing off interest receivables when the collection of all or a portion of interest has been determined to be doubtful based on consistently applied procedures and the fair value has decreased. If the issuer subsequently resumes interest payments or when the collectability of interest is reasonably assured, the debt obligation is removed from non-accrual status.
Income is recorded net of foreign taxes withheld where recovery of such taxes is not assured.
Distributions to shareholders
Distributions to shareholders from net investment income and any net realized gains are recorded on the ex-dividend date and paid at least annually. Such distributions are determined in accordance with income tax regulations and may differ from U.S. generally accepted accounting principles. Dividend sources are estimated at the time of declaration. The tax character of distributions is determined as of the Fund's fiscal year end. Therefore, a portion of the Fund's distributions made prior to the Fund’s fiscal year end may be categorized as a tax return of capital at year end.
Federal and other taxes
The Fund intends to continue to qualify as a regulated investment company by distributing substantially all of its investment company taxable income and any net realized capital gains (after reduction for capital loss carryforwards) sufficient to relieve it from all, or substantially all, federal income taxes. Accordingly, no provision for federal income taxes was required.
The Fund’s income and federal excise tax returns and all financial records supporting those returns for the prior three fiscal years are subject to examination by the federal and Delaware revenue authorities. Management has analyzed the Fund's tax positions taken on federal, state, and foreign tax returns for all open tax years and does not believe that there are any uncertain tax positions that require recognition of a tax liability.
As of October 31, 2021, the aggregate cost of all investments for federal income tax purposes was $4,727,196,200 and the unrealized gains (losses) consisted of:
| Gross unrealized gains | $2,094,219,494 |
| Gross unrealized losses | (613,213,989) |
| Net unrealized gains | $1,481,005,505 |
As of October 31, 2021, the Fund had capital loss carryforwards which consisted of $8,344,422 in short-term capital losses.
Class allocations
The separate classes of shares offered by the Fund differ principally in applicable sales charges, distribution, shareholder servicing, and administration fees. Class specific expenses are charged directly to that share class. Investment income, common fund-level expenses, and realized and unrealized gains (losses) on investments are allocated daily to each class of shares based on the relative proportion of net assets of each class.
28 | Allspring Emerging Markets Equity Fund
Notes to financial statements
3. FAIR VALUATION MEASUREMENTS
Fair value measurements of investments are determined within a framework that has established a fair value hierarchy based upon the various data inputs utilized in determining the value of the Fund’s investments. The three-level hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The Fund’s investments are classified within the fair value hierarchy based on the lowest level of input that is significant to the fair value measurement. The inputs are summarized into three broad levels as follows:
| ■ | Level 1 – quoted prices in active markets for identical securities |
| ■ | Level 2 – other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.) |
| ■ | Level 3 – significant unobservable inputs (including the Fund’s own assumptions in determining the fair value of investments) |
The inputs or methodologies used for valuing investments in securities are not necessarily an indication of the risk associated with investing in those securities.
The following is a summary of the inputs used in valuing the Fund’s assets and liabilities as of October 31, 2021:
| Quoted prices (Level 1) | Other significant observable inputs (Level 2) | Significant unobservable inputs (Level 3) | Total | |
| Assets | ||||
| Investments in: | ||||
| Common stocks | ||||
| Argentina | $ 16,611,120 | $ 0 | $0 | $ 16,611,120 |
| Brazil | 362,074,896 | 0 | 0 | 362,074,896 |
| Chile | 70,301,418 | 0 | 0 | 70,301,418 |
| China | 1,887,516,953 | 19,183,865 | 0 | 1,906,700,818 |
| Colombia | 17,932,663 | 0 | 0 | 17,932,663 |
| Hong Kong | 282,985,637 | 0 | 0 | 282,985,637 |
| India | 654,468,495 | 0 | 0 | 654,468,495 |
| Indonesia | 127,590,269 | 0 | 0 | 127,590,269 |
| Luxembourg | 8,229,999 | 0 | 0 | 8,229,999 |
| Mexico | 436,168,158 | 0 | 0 | 436,168,158 |
| Nigeria | 8,298,433 | 0 | 0 | 8,298,433 |
| Peru | 7,065,957 | 0 | 0 | 7,065,957 |
| Philippines | 35,171,068 | 0 | 0 | 35,171,068 |
| Russia | 229,545,121 | 0 | 0 | 229,545,121 |
| South Africa | 119,698,391 | 0 | 0 | 119,698,391 |
| South Korea | 616,896,329 | 0 | 0 | 616,896,329 |
| Taiwan | 759,357,426 | 0 | 0 | 759,357,426 |
| Thailand | 108,226,559 | 0 | 0 | 108,226,559 |
| Turkey | 3,891,401 | 0 | 0 | 3,891,401 |
| Convertible debentures | 0 | 0 | 0 | 0 |
| Investment companies | 30,552,000 | 0 | 0 | 30,552,000 |
| Preferred stocks | ||||
| Brazil | 17,276,948 | 0 | 0 | 17,276,948 |
| Short-term investments | ||||
| Investment companies | 389,158,599 | 0 | 0 | 389,158,599 |
| Total assets | $6,189,017,840 | $19,183,865 | $0 | $6,208,201,705 |
Additional sector, industry or geographic detail, if any, is included in the Portfolio of Investments.
For the year ended October 31, 2021, the Fund did not have any transfers into/out of Level 3.
Allspring Emerging Markets Equity Fund | 29
Notes to financial statements
4. TRANSACTIONS WITH AFFILIATES
Management fee
Allspring Funds Management, a wholly owned subsidiary of Allspring Global Investments Holdings, LLC, a holding company indirectly owned by Wells Fargo & Company as of October 31, 2021, is the manager of the Fund and provides advisory and fund-level administrative services under an investment management agreement. Under the investment management agreement, Allspring Funds Management is responsible for, among other services, implementing the investment objectives and strategies of the Fund, supervising the subadviser and providing fund-level administrative services in connection with the Fund’s operations. As compensation for its services under the investment management agreement, Allspring Funds Management is entitled to receive a management fee at the following annual rate based on the Fund’s average daily net assets:
| Average daily net assets | Management fee |
| First $1 billion | 1.050% |
| Next $1 billion | 1.025 |
| Next $2 billion | 1.000 |
| Next $1 billion | 0.975 |
| Next $3 billion | 0.965 |
| Next $2 billion | 0.955 |
| Over $10 billion | 0.945 |
For the year ended October 31, 2021, the management fee was equivalent to an annual rate of 1.00% of the Fund’s average daily net assets.
Allspring Funds Management has retained the services of a subadviser to provide daily portfolio management to the Fund. The fee for subadvisory services is borne by Allspring Funds Management. Allspring Global Investments, LLC ("Allspring Investments"), an affiliate of Allspring Funds Management and a wholly owned subsidiary of Allspring Global Investments Holdings, LLC, is the subadviser to the Fund and is entitled to receive a fee from Allspring Funds Management at an annual rate starting at 0.65% and declining to 0.45% as the average daily net assets of the Fund increase.
Administration fees
Under a class-level administration agreement, Allspring Funds Management provides class-level administrative services to the Fund, which includes paying fees and expenses for services provided by the transfer agent, sub-transfer agents, omnibus account servicers and record-keepers. As compensation for its services under the class-level administration agreement, Allspring Funds Management receives an annual fee which is calculated based on the average daily net assets of each class as follows:
| Class-level administration fee | |
| Class A | 0.21% |
| Class C | 0.21 |
| Class R6 | 0.03 |
| Administrator Class | 0.13 |
| Institutional Class | 0.13 |
Waivers and/or expense reimbursements
Allspring Funds Management has contractually committed to waive and/or reimburse management and administration fees to the extent necessary to maintain certain net operating expense ratios for the Fund. When each class of the Fund has exceeded its expense cap, Allspring Funds Management will waive fees and/or reimburse expenses from fund-level expenses on a proportionate basis and then from class specific expenses. When only certain classes exceed their expense caps, waivers and/or reimbursements are applied against class specific expenses before fund-level expenses. Allspring Funds Management has contractually committed through February 28, 2023 to waive fees and/or reimburse expenses to the extent necessary to cap
30 | Allspring Emerging Markets Equity Fund
Notes to financial statements
expenses. Prior to or after the commitment expiration date, the caps may be increased or the commitment to maintain the caps may be terminated only with the approval of the Board of Trustees. The contractual expense caps are as follows:
| Expense ratio caps | |
| Class A | 1.44% |
| Class C | 2.19 |
| Class R6 | 1.01 |
| Administrator Class | 1.36 |
| Institutional Class | 1.11 |
Prior to July 1, 2021, the Fund's expenses were contractually capped at 1.55%, 2.30%, 1.13%, 1.42% and 1.17% for Class A, Class C, Class R6, Administrator Class and Institutional Class, respectively.
Distribution fee
The Trust has adopted a distribution plan for Class C shares of the Fund pursuant to Rule 12b-1 under the 1940 Act. A distribution fee is charged to Class C shares and paid to Allspring Funds Distributor, LLC ("Allspring Funds Distributor"), an affiliate of Allspring Funds Management, the principal underwriter, at an annual rate of 0.75% of the average daily net assets of Class C shares.
In addition, Allspring Funds Distributor is entitled to receive the front-end sales charge from the purchase of Class A shares and a contingent deferred sales charge on the redemption of certain Class A shares. Allspring Funds Distributor is also entitled to receive the contingent deferred sales charges from redemptions of Class C shares. For the year ended October 31, 2021, Allspring Funds Distributor received $12,972 from the sale of Class A shares. No contingent deferred sales charges were incurred by Class A and Class C shares for the year ended October 31, 2021.
Shareholder servicing fees
The Trust has entered into contracts with one or more shareholder servicing agents, whereby Class A, Class C, and Administrator Class of the Fund are charged a fee at an annual rate of 0.25% of the average daily net assets of each respective class. A portion of these total shareholder servicing fees were paid to affiliates.
Interfund transactions
The Fund may purchase or sell portfolio investment securities to certain affiliates pursuant to Rule 17a-7 under the 1940 Act and under procedures adopted by the Board of Trustees. The procedures have been designed to ensure that these interfund transactions, which do not incur broker commissions, are effected at current market prices.
Other transactions
On August 14, 2020, Class A, Class C and Administrator Class were reimbursed by Allspring Funds Management in the amount of $2,438, $778,933 and $33,389, respectively. The reimbursements were made in connection with resolving certain fee reimbursements.
5. INVESTMENT PORTFOLIO TRANSACTIONS
Purchases and sales of investments, excluding U.S. government obligations (if any) and short-term securities, for the year ended October 31, 2021 were $1,593,081,723 and $522,336,752, respectively.
6. SECURITIES LENDING TRANSACTIONS
The Fund lends its securities through an unaffiliated securities lending agent and receives collateral in the form of cash or securities with a value at least equal to the value of the securities on loan. The value of the loaned securities is determined at the close of each business day and any increases or decreases in the required collateral are exchanged between the Fund and the counterparty on the next business day. Cash collateral received is invested in the Securities Lending Fund which seeks to provide a positive return compared to the daily Federal Funds Open Rate by investing in high-quality, U.S. dollar-denominated short-term money market instruments and is exempt from registration under Section 3(c)(7) of the 1940 Act. Securities Lending Fund is managed by Allspring Funds Management and is subadvised by Allspring Investments. Allspring Funds Management receives an advisory fee starting at 0.05% and declining to 0.01% as the average daily net assets of the Securities Lending Fund increase. All of the fees received by Allspring Funds Management are paid to Allspring Investments for its services as subadviser.
Allspring Emerging Markets Equity Fund | 31
Notes to financial statements
In the event of counterparty default or the failure of a borrower to return a loaned security, the Fund has the right to use the collateral to offset any losses incurred. As of October 31, 2021, the Fund had securities lending transactions with the following counterparties which are subject to offset:
| Counterparty | Value of securities on loan | Collateral received1 | Net amount |
| Bank of America Securities Incorporated | $13,017,760 | $(13,017,760) | $0 |
| Barclays Capital Incorporated | 8,685,374 | (8,685,374) | 0 |
| Citigroup Global Markets Incorporated | 546,462 | (546,462) | 0 |
| JPMorgan Securities LLC | 14,983,227 | (14,983,227) | 0 |
| Morgan Stanley & Co. LLC | 6,669,710 | (6,669,710) | 0 |
| UBS Securities LLC | 875,836 | (875,836) | 0 |
1 Collateral received within this table is limited to the collateral for the net transaction with the counterparty.
7. BANK BORROWINGS
The Trust (excluding the money market funds), Allspring Master Trust and Allspring Variable Trust are parties to a $350,000,000 revolving credit agreement whereby the Fund is permitted to use bank borrowings for temporary or emergency purposes, such as to fund shareholder redemption requests. Interest under the credit agreement is charged to the Fund based on a borrowing rate equal to the higher of the Federal Funds rate in effect on that day plus 1.25% or the overnight bank funding rate in effect on that day plus 1.25%. In addition, an annual commitment fee equal to 0.25% of the unused balance is allocated to each participating fund.
For the year ended October 31, 2021, there were no borrowings by the Fund under the agreement.
8. DISTRIBUTIONS TO SHAREHOLDERS
The tax character of distributions paid was $18,801,530 and $43,479,613 of ordinary income for the years ended October 31, 2021 and October 31, 2020, respectively.
As of October 31, 2021, the components of distributable earnings on a tax basis were as follows:
| Undistributed ordinary income | Unrealized gains | Capital loss carryforward |
| $27,855,271 | $1,480,002,666 | $(8,344,422) |
9. CONCENTRATION RISKS
As of the end of the period, the Fund concentrated its portfolio of investments in China and Hong Kong. A fund that invests a substantial portion of its assets in any country or geographic region will be more vulnerable than a fund that invests its assets more broadly to the economic, financial, political or other developments affecting that country or region. Such developments may have a significant impact on the Fund's investment performance causing such performance to be more volatile than the investment performance of a more geographically diversified fund.
10. INDEMNIFICATION
Under the Fund's organizational documents, the officers and Trustees have been granted certain indemnification rights against certain liabilities that may arise out of performance of their duties to the Fund. The Fund has entered into a separate agreement with each Trustee that converts indemnification rights currently existing under the Fund’s organizational documents into contractual rights that cannot be changed in the future without the consent of the Trustee. Additionally, in the normal course of business, the Fund may enter into contracts with service providers that contain a variety of indemnification clauses. The Fund’s maximum exposure under these arrangements is dependent on future claims that may be made against the Fund and, therefore, cannot be estimated.
32 | Allspring Emerging Markets Equity Fund
Notes to financial statements
11. CORONAVIRUS (COVID-19) PANDEMIC
On March 11, 2020, the World Health Organization announced that it had made the assessment that coronavirus disease 2019 (“COVID-19”) is a pandemic. The impacts of COVID-19 are affecting the entire global economy, individual companies and investment products, the funds, and the market in general. There is significant uncertainty around the extent and duration of business disruptions related to COVID-19 and the impacts may last for an extended period of time. COVID-19 has led to significant uncertainty and volatility in the financial markets.
12. SUBSEQUENT EVENTS
Effective on November 1, 2021, the sale transaction of Wells Fargo Asset Management by Wells Fargo & Company to GTCR LLC and Reverence Capital Partners, L.P. was closed. In connection with the closing of the transaction, Wells Fargo Asset Management became known as Allspring Global Investments (“Allspring”) and various entities that provide services to the Fund changed their names to “Allspring”, including Allspring Funds Management, LLC (formerly Wells Fargo Funds Management, LLC), the investment manager to the Fund, Allspring Global Investments, LLC (formerly Wells Capital Management, LLC) and Allspring Global Investments (UK) Limited (formerly Wells Fargo Asset Management (International) Limited), both registered investment advisers providing subadvisory services to certain funds, and Allspring Funds Distributor, LLC (formerly Wells Fargo Funds Distributor, LLC), the Fund's principal underwriter. These name changes have been reflected within this report.
Allspring Emerging Markets Equity Fund | 33
Report of independent registered public accounting firm
To the Shareholders of the Fund and Board of Trustees
Allspring Funds Trust:
Allspring Funds Trust:
Opinion on the Financial Statements
We have audited the accompanying statement of assets and liabilities of Allspring Emerging Markets Equity Fund (formerly, Wells Fargo Emerging Markets Equity Fund) (the Fund), one of the funds constituting Allspring Funds Trust (formerly, Wells Fargo Funds Trust), including the portfolio of investments, as of October 31, 2021, the related statement of operations for the year then ended, the statements of changes in net assets for each of the years in the two-year period then ended, and the related notes (collectively, the financial statements) and the financial highlights for each of the years in the five-year period then ended. In our opinion, the financial statements and financial highlights present fairly, in all material respects, the financial position of the Fund as of October 31, 2021, the results of its operations for the year then ended, the changes in its net assets for each of the years in the two-year period then ended, and the financial highlights for each of the years in the five-year period then ended, in conformity with U.S. generally accepted accounting principles.
Basis for Opinion
These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Fund in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements and financial highlights, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements and financial highlights. Such procedures also included confirmation of securities owned as of October 31, 2021, by correspondence with the custodian, transfer agent and brokers, or by other appropriate auditing procedures. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements and financial highlights. We believe that our audits provide a reasonable basis for our opinion.
We have not been able to determine the specific year that we began serving as the auditor of one or more Allspring Funds investment companies; however, we are aware that we have served as the auditor of one or more Allspring Funds investment companies since at least 1955.
Boston, Massachusetts
December 23, 2021
34 | Allspring Emerging Markets Equity Fund
Other information (unaudited)
TAX INFORMATION
Pursuant to Section 854 of the Internal Revenue Code, $18,801,530 of income dividends paid during the fiscal year ended October 31, 2021 has been designated as qualified dividend income (QDI).
For the fiscal year ended October 31, 2021, $248,600 has been designated as interest-related dividends for nonresident alien shareholders pursuant to Section 871 of the Internal Revenue Code.
PROXY VOTING INFORMATION
A description of the policies and procedures used to determine how to vote proxies relating to portfolio securities is available without charge, upon request, by calling 1-800-222-8222, visiting our website at allspringglobal.com, or visiting the SEC website at sec.gov. Information regarding how the proxies related to portfolio securities were voted during the most recent 12-month period ended June 30 is available on the website at allspringglobal.com or by visiting the SEC website at sec.gov.
SPECIAL MEETING OF SHAREHOLDERS
On August 16, 2021, a Special Meeting of Shareholders for the Fund was held to consider the following proposals. The results of the proposals are indicated below.
Proposal 1 – To consider and approve a new investment management agreement with Wells Fargo Funds Management, LLC*.
| Shares voted “For” | 95,280,657 | |
| Shares voted “Against” | 571,567 | |
| Shares voted “Abstain” | 618,276 |
Proposal 2 – To consider and approve a new investment subadvisory agreement with Wells Capital Management, LLC**.
| Shares voted “For” | 95,270,009 | |
| Shares voted “Against” | 571,207 | |
| Shares voted “Abstain” | 629,284 |
* Effective November 1, 2021, known as Allspring Funds Management, LLC.
** Effective November 1, 2021, known as Allspring Global Investments, LLC.
QUARTERLY PORTFOLIO HOLDINGS INFORMATION
The Fund files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year as an exhibit to its reports on Form N-PORT. Shareholders may view the filed Form N-PORT by visiting the SEC website at sec.gov.
Allspring Emerging Markets Equity Fund | 35
Other information (unaudited)
BOARD OF TRUSTEES AND OFFICERS
Each of the Trustees and Officers listed in the table below acts in identical capacities for each fund in the Allspring family of funds, which consists of 139 mutual funds comprising the Allspring Funds Trust, Allspring Variable Trust, Allspring Master Trust and four closed-end funds (collectively the “Fund Complex”). This table should be read in conjunction with the Prospectus and the Statement of Additional Information1. The mailing address of each Trustee and Officer is 525 Market Street, 12th Floor, San Francisco, CA 94105. Each Trustee and Officer serves an indefinite term, however, each Trustee serves such term until reaching the mandatory retirement age established by the Trustees.
Independent Trustees
| Name and year of birth | Position held and length of service* | Principal occupations during past five years or longer | Current other public company or investment company directorships |
| 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 Endowment (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 |
| Isaiah Harris, Jr. (Born 1952) | Trustee, since 2009; Audit Committee Chair, since 2019 | Retired. Chairman of the Board of CIGNA Corporation since 2009, and Director since 2005. 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). Mr. Harris is a certified public accountant (inactive status). | CIGNA Corporation |
| Judith M. Johnson** (Born 1949) | Trustee, since 2008 | Retired. Prior thereto, Chief Executive Officer and Chief Investment Officer of Minneapolis Employees Retirement Fund from 1996 to 2008. Ms. Johnson is an attorney, certified public accountant and a certified managerial accountant. | N/A |
| David F. Larcker (Born 1950) | Trustee, since 2009 | 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 |
36 | Allspring Emerging Markets Equity Fund
Other information (unaudited)
| Name and year of birth | Position held and length of service* | Principal occupations during past five years or longer | Current other public company or investment company directorships |
| Olivia S. Mitchell (Born 1953) | Trustee, since 2006; Nominating and Governance Committee Chair, since 2018 | International Foundation of Employee Benefit Plans Professor, Wharton School of the University of Pennsylvania since 1993. 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, Cornell University Professor 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. Member of the Board of Trustees of NorthStar Education Finance, Inc., a non-profit organization, since 2007. | N/A |
| 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 | Board member of the Destination Medical Center Economic Development Agency, Rochester, Minnesota since 2019. Interim President of the McKnight Foundation from January to September 2020. Acting Commissioner, Minnesota Department of Human Services, July 2019 through September 2019. Human Services Manager (part-time), Minnesota Department of Human Services, October 2019 through December 2019. Chief Operating Officer, Twin Cities Habitat for Humanity from 2017 to 2019. Vice President of University Services, University of Minnesota from 2012 to 2016. Prior thereto, on the Board of Directors, Governance Committee and Finance Committee for the Minnesota Philanthropy Partners (Saint Paul Foundation) from 2012 to 2018, Interim Chief Executive Officer of Blue Cross Blue Shield of Minnesota from 2011 to 2012, Chairman of the Board from 2009 to 2012 and Board Director from 2003 to 2015. Vice President, Leadership and Community Engagement, Bush Foundation, Saint Paul, Minnesota (a private foundation) from 2009 to 2011. Executive Vice President and Chief Financial Officer, Minnesota Sports and Entertainment from 2004 to 2009 and Senior Vice President from 2002 to 2004. Executive Vice President of the Minnesota Wild Foundation from 2004 to 2008. Commissioner of Finance, State of Minnesota, from 1999 to 2002. Currently Board Chair of the Minnesota Wild Foundation since 2010. | N/A |
* Length of service dates reflect the Trustee’s commencement of service with the Trust’s predecessor entities, where applicable.
** Ms. Johnson has resigned from the Board effective December 31, 2021.
Allspring Emerging Markets Equity Fund | 37
Other information (unaudited)
Officers2
| Name and year of birth | Position held and length of service | Principal occupations during past five years or longer |
| Andrew Owen (Born 1960) | President, since 2017 | President, Chief Executive Officer and Director of Allspring Funds Management, LLC since 2017 and co-president of Galliard Capital Management, LLC, an affiliate of Allspring Funds Management, LLC, since 2019. Prior thereto, 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. In addition, Mr. Owen was an Executive Vice President of Wells Fargo & Company from 2014 to 2021. |
| 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. |
| Kate McKinley (Born 1977) | Chief Legal Officer and Chief Compliance Officer, since 2021 | Chief Legal Officer of Allspring Global Investments since 2021. Prior thereto, held various roles at State Street Global Advisors, Inc. beginning in 2010, including serving as Senior Vice President and General Counsel from 2019 to 2021. Previously served as Assistant General Counsel for Bank of America Corporation from 2005 to 2010 and as an Associate at WilmerHale from 2002 to 2005. |
| Matthew Prasse (Born 1983) | 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 The Statement of Additional Information includes additional information about the Trustees and is available, without charge, upon request, by calling 1-800-222-8222 or by visiting the website at allspringglobal.com.
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.
38 | Allspring Emerging Markets Equity Fund
Board considerations (unaudited)
BOARD CONSIDERATION OF INVESTMENT MANAGEMENT AND SUB-ADVISORY AGREEMENTS:
Board Considerations – Current Agreements in Effect Through November 1, 2021
Under the Investment Company Act of 1940 (the “1940 Act”), the Board of Trustees (the “Board”) of Wells Fargo Funds Trust (the “Trust”) must determine annually whether to approve the continuation of the Trust’s investment management and sub-advisory agreements. In this regard, at a Board meeting held on May 17-19, 2021 (the “Meeting”), the Board, all the members of which have no direct or indirect interest in the investment management and sub-advisory agreements and are not “interested persons” of the Trust, as defined in the 1940 Act (the “Independent Trustees”), reviewed and approved for Wells Fargo Emerging Markets Equity Fund (the “Fund”): (i) an investment management agreement (the “Management Agreement”) with Wells Fargo Funds Management, LLC (“Funds Management”); and (ii) an investment sub-advisory agreement (the “Sub-Advisory Agreement”) with Wells Capital Management Incorporated (the “Sub-Adviser”), an affiliate of Funds Management. The Management Agreement and the Sub-Advisory Agreement are collectively referred to as the “Advisory Agreements.”
The Board noted that Wells Fargo & Company recently announced that it had entered into a definitive agreement to sell Wells Fargo Asset Management (“WFAM”), which includes Funds Management and the Sub-Adviser, to GTCR LLC and Reverence Capital Partners, L.P. and/or their affiliates (the “Transaction”). The Board further noted that the Transaction would result in a change-of-control of Funds Management and the Sub-Adviser, which would be considered to be an assignment that would result in the termination of the Advisory Agreements. In light of the Transaction, the Board separately considered for approval a new investment management agreement with Funds Management and a new sub-advisory agreement with the Sub-Adviser (the “New Agreements”) that would replace the Advisory Agreements upon consummation of the Transaction, subject to approval of the New Agreements by the Fund’s shareholders. The Board also considered for approval interim agreements to go into effect in the event shareholders do not approve the New Agreements before the Transaction is completed. The interim agreements would allow the Manager and the Sub-Adviser to continue providing services to the Fund while the Fund continues to seek shareholder approval of the New Agreements. The Board noted that the terms of the interim agreements would be identical to those of the current Advisory Agreements, except for the term and certain escrow provisions.
At the Meeting, the Board considered the factors and reached the conclusions described below relating to the selection of Funds Management and the Sub-Adviser and the approval of the Advisory Agreements. Prior to the Meeting, including at Board meetings held in April and May 2021, the Trustees conferred extensively among themselves and with representatives of Funds Management about these matters. Also, the Board has adopted a team-based approach, with each team consisting of a sub-set of Trustees, to assist the full Board in the discharge of its duties in reviewing investment performance and other matters throughout the year. The Independent Trustees were assisted in their evaluation of the Advisory Agreements by independent legal counsel, from whom they received separate legal advice and with whom they met separately.
In providing information to the Board, Funds Management and the Sub-Adviser were guided by a detailed set of requests for information submitted to them by independent legal counsel on behalf of the Independent Trustees at the start of the Board’s annual contract renewal process earlier in 2021. In considering and approving the Advisory Agreements, the Trustees considered the information they believed relevant, including but not limited to the information discussed below. The Board considered not only the specific information presented in connection with the Meeting, but also the knowledge gained over time through interaction with Funds Management and the Sub-Adviser about various topics. In this regard, the Board reviewed reports of Funds Management at each of its quarterly meetings, which included, among other things, portfolio reviews and investment performance reports. In addition, the Board and the teams mentioned above confer with portfolio managers at various times throughout the year. The Board did not identify any particular information or consideration that was all-important or controlling, and each individual Trustee may have attributed different weights to various factors.
After its deliberations, the Board unanimously determined that the compensation payable to Funds Management and the Sub-Adviser under each of the Advisory Agreements was reasonable, and approved the continuation of the Advisory Agreements for a one-year term. The Board considered the approval of the Advisory Agreements for the Fund as part of its consideration of agreements for funds across the complex, but its approvals were made on a fund-by-fund basis. The following summarizes a number of important, but not necessarily all, factors considered by the Board in support of its approvals.
Nature, extent and quality of services
The Board received and considered various information regarding the nature, extent and quality of services provided to the Fund by Funds Management and the Sub-Adviser under the Advisory Agreements. This information included a description of the investment advisory services and Fund-level administrative services covered by the Management Agreement, as well as, among other things, a summary of the background and experience of senior management of WFAM, of which Funds Management and the Sub-Adviser are a part, and a summary of investments made in the business of WFAM. The Board also received a description of
Allspring Emerging Markets Equity Fund | 39
Board considerations (unaudited)
Funds Management’s and the Sub-Adviser’s business continuity plans, including a summary of the performance of such plans and any changes thereto during the COVID-19 pandemic, and of their approaches to data privacy and cybersecurity. The Board also received and reviewed information about Funds Management’s role as administrator of the Fund’s liquidity risk management program, Funds Management’s approach to risk management, and Funds Management’s intermediary and vendor oversight program.
The Board also considered the qualifications, background, tenure and responsibilities of each of the portfolio managers primarily responsible for the day-to-day portfolio management of the Fund. The Board evaluated the ability of Funds Management and the Sub-Adviser to attract and retain qualified investment professionals, including research, advisory and supervisory personnel.
The Board further considered the compliance programs and compliance records of Funds Management and the Sub-Adviser. In addition, the Board took into account the full range of services provided to the Fund by Funds Management and its affiliates. The Board also considered information about retention and back-up arrangements that have been put into place with respect to key personnel of WFAM in connection with the anticipated Transaction, noting that WFAM provided assurances that the announcement and eventual culmination of the Transaction is not expected to result in any diminution in the nature or quality of services provided to the Fund.
Fund investment performance and expenses
The Board considered the investment performance results for the Fund over various time periods ended December 31, 2020. The Board considered these results in comparison to the investment performance of funds in a universe that was determined by Broadridge Inc. (“Broadridge”) to be similar to the Fund (the “Universe”), and in comparison to the Fund’s benchmark index and to other comparative data. Broadridge is an independent provider of investment company data. The Board received a description of the methodology used by Broadridge to select the mutual funds in the performance Universe. The Board noted that the investment performance of the Fund (Administrator Class) was higher than the average investment performance of the Universe for all periods under review. The Board also noted that the investment performance of the Fund was higher than its benchmark index, the MSCI Emerging Markets Index (Net), for all periods under review.
The Board also received and considered information regarding the Fund’s net operating expense ratios and their various components, including actual management fees, custodian and other non-management fees, and Rule 12b-1 and non-Rule 12b-1 shareholder service fees. The Board considered these ratios in comparison to the median ratios of funds in class-specific expense groups that were determined by Broadridge to be similar to the Fund (the “Groups”). The Board received a description of the methodology used by Broadridge to select the mutual funds in the expense Groups and an explanation of how funds comprising expense groups and their expense ratios may vary from year-to-year. Based on the Broadridge reports, the Board noted that the net operating expense ratios of the Fund were in range of the median net operating expense ratios of the expense Groups for each share class except for the Class R6, which was higher than the median net operating expense ratio of the expense Group.
The Board took into account the Fund’s investment performance and expense information provided to it among the factors considered in deciding to re-approve the Advisory Agreements.
Investment management and sub-advisory fee rates
The Board reviewed and considered the contractual fee rates payable by the Fund to Funds Management under the Management Agreement, as well as the contractual fee rates payable by the Fund to Funds Management for class-level administrative services under a Class-Level Administration Agreement, which include, among other things, class-level transfer agency and sub-transfer agency costs (collectively, the “Management Rates”). The Board also reviewed and considered the contractual investment sub-advisory fee rates that are payable by Funds Management to the Sub-Adviser for investment sub-advisory services.
Among other information reviewed by the Board was a comparison of the Fund’s Management Rates with the average contractual investment management fee rates of funds in the expense Groups at a common asset level as well as transfer agency costs of the funds in the expense Groups. The Board noted that the Management Rates of the Fund were in range of the sum of the average rates for the Fund’s expense Groups for Institutional Class and Class R6 shares, and that the Management Rates of the Fund were higher than the sum of these average rates for the Fund’s expense Groups for Administrator Class and Class A shares. The Board noted management’s proposal to lower Fund’s expense ratio caps.
The Board also received and considered information about the portion of the total management fee that was retained by Funds Management after payment of the fee to the Sub-Adviser for sub-advisory services. In assessing the reasonableness of this amount, the Board received and evaluated information about the nature and extent of responsibilities retained and risks assumed by Funds Management and not delegated to or assumed by the Sub-Adviser, and about Funds Management’s on-going oversight services. Given the affiliation between Funds Management and the Sub-Adviser, the Board ascribed limited relevance to the allocation of fees between them.
40 | Allspring Emerging Markets Equity Fund
Board considerations (unaudited)
The Board also received and considered information about the nature and extent of services offered and fee rates charged by Funds Management and the Sub-Adviser to other types of clients with investment strategies similar to those of the Fund. In this regard, the Board received information about the significantly greater scope of services, and compliance, reporting and other legal burdens and risks of managing proprietary mutual funds compared with those associated with managing assets of other types of clients, including third-party sub-advised fund clients and non-mutual fund clients such as institutional separate accounts.
Based on its consideration of the factors and information it deemed relevant, including those described here, the Board determined that the compensation payable to Funds Management under the Management Agreement and to the Sub-Adviser under the Sub-Advisory Agreement was reasonable.
Profitability
The Board received and considered information concerning the profitability of Funds Management, as well as the profitability of both WFAM and Wells Fargo & Co. (“Wells Fargo”) from providing services to the fund family as a whole. The Board noted that the Sub-Adviser’s profitability information with respect to providing services to the Fund and other funds in the family was subsumed in the WFAM and Wells Fargo profitability analysis.
Funds Management reported on the methodologies and estimates used in calculating profitability, including a description of the methodology used to allocate certain expenses. Among other things, the Board noted that the levels of profitability reported on a fund-by-fund basis varied widely, depending on factors such as the size, type and age of fund.
Based on its review, the Board did not deem the profits reported by Funds Management, WFAM or Wells Fargo from services provided to the Fund to be at a level that would prevent it from approving the continuation of the Advisory Agreements.
Economies of scale
The Board received and considered information about the potential for Funds Management to experience economies of scale in the provision of management services to the Fund, the difficulties of calculating economies of scale at an individual fund level, and the extent to which potential scale benefits are shared with Fund shareholders. The Board noted the existence of breakpoints in the Fund’s management fee structure, which operate generally to reduce the Fund’s expense ratios as the Fund grows in size, and the size of the Fund in relation to such breakpoints. The Board considered that in addition to management fee breakpoints, Funds Management shares potential economies of scale from its management business in a variety of ways, including through fee waiver and expense reimbursement arrangements, competitive management fee rates set at the outset without regard to breakpoints, and investments in the business intended to enhance services available to shareholders.
The Board concluded that Funds Management’s arrangements with respect to the Fund, including contractual breakpoints, constituted a reasonable approach to sharing potential economies of scale with the Fund and its shareholders.
Other benefits to Funds Management and the Sub-Adviser
The Board received and considered information regarding potential “fall-out” or ancillary benefits received by Funds Management and its affiliates, including the Sub-Adviser, as a result of their relationships with the Fund. Ancillary benefits could include, among others, benefits directly attributable to other relationships with the Fund and benefits potentially derived from an increase in Funds Management’s and the Sub-Adviser’s business as a result of their relationships with the Fund. The Board noted that various affiliates of Funds Management may receive distribution-related fees, shareholder servicing payments and sub-transfer agency fees in respect of shares sold or held through them and services provided.
The Board also reviewed information about soft dollar credits earned and utilized by the Sub-Adviser, fees earned by Funds Management and the Sub-Adviser from managing a private investment vehicle for the fund family’s securities lending collateral and commissions earned by an affiliated broker from portfolio transactions.
Based on its consideration of the factors and information it deemed relevant, including those described here, the Board did not find that any ancillary benefits received by Funds Management and its affiliates, including the Sub-Adviser, were unreasonable.
Conclusion
At the Meeting, after considering the above-described factors and based on its deliberations and its evaluation of the information described above, the Board unanimously determined that the compensation payable to Funds Management and the Sub-Adviser under each of the Advisory Agreements was reasonable, and approved the continuation of the Advisory Agreements for a one-year term.
Allspring Emerging Markets Equity Fund | 41
Board considerations (unaudited)
Board Considerations – New Agreements in Effect as of November 1, 2021
Overview of the Board evaluation process
At a meeting held on May 17-19, 2021 (the “Board Meeting”), the Board of Trustees (the “Board”) of Wells Fargo Funds Trust (the “Trust”, and the series identified below, the “Funds”) approved the continuation of each Fund’s current Investment Management Agreement (the “Current Investment Management Agreement”) and the current Sub-Advisory Agreements (the “Current Sub-Advisory Agreements”, and collectively, the “Current Agreements”).
| Wells Fargo Adjustable Rate Government Fund |
| Wells Fargo Asset Allocation Fund |
| Wells Fargo Conservative Income Fund |
| Wells Fargo Diversified Capital Builder Fund |
| Wells Fargo Diversified Income Builder Fund |
| Wells Fargo Emerging Markets Equity Fund |
| Wells Fargo Emerging Markets Equity Income Fund |
| Wells Fargo Global Small Cap Fund |
| Wells Fargo Government Securities Fund |
| Wells Fargo High Yield Bond Fund |
| Wells Fargo Income Plus Fund |
| Wells Fargo Index Asset Allocation Fund |
| Wells Fargo International Bond Fund |
| Wells Fargo International Equity Fund |
| Wells Fargo Precious Metals Fund |
| Wells Fargo Short Duration Government Bond Fund |
| Wells Fargo Short-Term Bond Plus Fund |
| Wells Fargo Short-Term High Yield Bond Fund |
| Wells Fargo Ultra Short-Term Income Fund |
| Wells Fargo Utility and Telecommunications Fund |
Each Trustee on the Board is not an “interested person” (as defined in the Investment Company Act of 1940 (the “1940 Act”)) of the Funds (collectively, the “Independent Trustees”). The process followed by the Board in considering and approving the continuation of the Current Agreements is referred to herein as the “2021 Annual Approval Process.”
As noted above, the closing of the sale of Wells Fargo Asset Management (“WFAM”) to a holding company (“NewCo”) affiliated with private funds of GTCR LLC (“GTCR”) and of Reverence Capital Partners, L.P. (“Reverence Capital”, and such transaction, the “Transaction”) will result in a change of control of Wells Fargo Funds Management LLC (“Funds Management”), Wells Capital Management Incorporated (“Wells Capital”) and Wells Fargo Asset Management (International) Limited (“WFAM(I) Ltd.”, and together with Funds Management and Wells Capital, the “Advisers”), which will be considered to be an “assignment” of each Fund’s Current Agreements under the 1940 Act that will result in the automatic termination of each Fund’s Current Agreements. In light of the expected termination of each Fund’s Current Agreements upon the closing, at the Board Meeting the Board also considered and approved the New Agreements, which are: (i) a new Investment Management Agreement (the “New Investment Management Agreement”) between the Trust, on behalf of each Fund, and Funds Management; (ii) a new Sub-Advisory Agreement (the “New Wells Capital Sub-Advisory Agreement”) among the Trust, on behalf of each Fund other than International Bond Fund, Funds Management and Wells Capital; and (iii) Sub-Advisory Agreement (the “New WFAM(I) Ltd Sub-Advisory Agreement”, and collectively, the “New Agreements”) among the Trust, on behalf of International Bond Fund, Funds Management and WFAM(I) Ltd (together with Wells Capital, the “Sub-Advisers”) with respect to International Bond Fund, each of which is intended to go into effect upon the closing. The process followed by the Board in reviewing and approving the New Agreements is referred to herein as the “New Agreement Approval Process.”
At a series of meetings held in April and May 2021 (collectively, “April and May 2021 Meetings”) and at the Board Meeting, the Trustees conferred extensively among themselves and with senior representatives of Funds Management, GTCR and Reverence Capital about the New Agreements and related matters. The Board reviewed and discussed information furnished by Funds Management, GTCR and Reverence Capital that the Board considered reasonably necessary to evaluate the terms of the New Agreements and the services to be provided. At these meetings, senior representatives from Funds Management, GTCR and Reverence Capital made presentations to, and responded to questions from, the Board.
In providing information to the Board in connection with the 2021 annual approval process for the Current Agreements (the “2021 Annual Approval Process”) and the New Agreement Approval Process, Funds Management, GTCR and Reverence Capital (as
42 | Allspring Emerging Markets Equity Fund
Board considerations (unaudited)
applicable) were guided by requests for information submitted by independent legal counsel on behalf of the Independent Trustees. In considering and approving the New Agreements, the Trustees considered the information they believed relevant, including but not limited to the information discussed herein. The Board considered not only the specific information presented in connection with the April and May 2021 Meetings as well as the Board Meeting, but also the knowledge gained over time through interaction with Funds Management and the Sub-Advisers about various topics. In this regard, the Board reviews reports of Funds Management at each of its regular Board meetings, which includes, among other things, portfolio reviews and investment performance reports. In addition, the Board confers with portfolio managers at various times throughout the year. The Board was assisted in its evaluation of the New Agreements by independent legal counsel, from whom the Independent Trustees received separate legal advice and with whom the Independent Trustees met separately. The Board did not identify any particular information or consideration that was all-important or controlling, and each individual Trustee may have attributed different weights to various factors.
Among other information considered by the Board in connection with the Transaction was:
| ■ | Information regarding the Transaction: information about the structure, financing sources and material terms and conditions of the Transaction, including the expected impact on the businesses conducted by the Advisers and by Wells Fargo Funds Distributor LLC, as the distributor of Fund shares. |
| ■ | Information regarding NewCo, GTCR and Reverence Capital: (i) information about NewCo, including information about its expected financial condition and access to capital, and senior leadership team; (ii) the experience of senior management at GTCR and Reverence Capital in acquiring portfolio companies; (iii) the plan to operationalize NewCo, including the transition of necessary infrastructure services through a transition services agreement with Wells Fargo under which Wells Fargo will continue to provide NewCo with certain services for a specified period of time after the closing; and (iv) information regarding regulatory matters, compliance, and risk management functions at NewCo, including resources to be dedicated thereto. |
| ■ | Impact of the Transaction on WFAM and Service Providers: (i) information regarding any changes to personnel and/or other resources of the Advisers as a result of the Transaction, including assurances regarding comparable and competitive compensation arrangements to attract and retain highly qualified personnel; and (ii) information about the organizational and operating structure with respect to NewCo, the Advisers and the Funds. |
| ■ | Impact of the Transaction on the Funds and their Shareholders: (i) information regarding anticipated benefits to the Funds as a result of the Transaction; (ii) a commitment that the Funds would not bear any expenses, directly or indirectly, in connection with the Transaction; (iii) confirmation that the Advisers intend to continue to manage the Funds in a manner consistent with each Fund’s current investment objectives and principal investments strategies; and (iv) a commitment that neither NewCo nor WFAM will take any steps that would impose any “unfair burden” (as that term is used in section 15(f)(1)(B) of the 1940 Act) on the Funds as a result of the Transaction. |
With respect to the New Agreements, the Board considered: (i) a representation that, after the closing, all of the Funds will continue to be managed and advised by their current Advisers, and that the same portfolio managers of the Sub-Advisers are expected to continue to manage the Funds after the Transaction; (ii) information regarding the terms of the New Agreements, including changes as compared to the Current Agreements; (iii) information confirming that the fee rates payable under the New Agreements will not increase as a result of the Transaction as compared to the rates under the Current Agreements; and (iv) assurances that the Transaction is not expected to cause any diminution with respect to the nature, extent and quality of any of the services currently provided to the Funds by the Advisers as a result of the Transaction.
In addition to considering information furnished specifically to evaluate the impact of the Transaction on the Funds and their respective shareholders in connection with the New Agreement Approval Process, the Board considered information furnished at prior meetings of the Board and its committees, including detailed information provided in connection with the 2021 Annual Approval Process. In this regard, in connection with the 2021 Annual Approval Process, the Board received information about complex-wide and individual Fund performance, fees and expenses, including: (i) a report from an independent data provider comparing the investment performance of each Fund to the investment performance of comparable funds and benchmark indices, over various time periods; (ii) a report from an independent data provider comparing each Fund’s total expense ratio (and its components) to those of comparable funds; (iii) comparative information concerning the fees charged and services provided by the Advisers to each Fund in managing other accounts (which may include other mutual funds, collective investment funds and institutional accounts), if any, that employ investment strategies and techniques similar to those used in managing such Fund(s); and (iv) profitability analyses of Funds Management, as well as the profitability of both WFAM and Wells Fargo from providing services to the fund family as a whole.
After its deliberations, the Board unanimously determined that the compensation payable to Funds Management and the Sub-Advisers under the New Agreements is reasonable, approved the New Agreements for a two-year term, and voted to recommend
Allspring Emerging Markets Equity Fund | 43
Board considerations (unaudited)
that Fund shareholders approve the New Agreements. The Board considered the approval of the New Agreements as part of its consideration of agreements for funds across the complex, but its approvals were made on a fund-by-fund basis. The following summarizes a number of important, but not necessarily all, factors considered by the Board in support of its approvals.
Nature, extent and quality of services
In connection with the 2021 Annual Approval Process, the Board received and considered various information regarding the nature, extent and quality of services provided to the Fund by Funds Management and the Sub-Advisers under the Advisory Agreements. This information included a description of the investment advisory services and Fund-level administrative services covered by the Current Management Agreement, as well as, among other things, a summary of the background and experience of senior management of WFAM, of which Funds Management and the Sub-Advisers are a part, and a summary of investments made in the business of WFAM. The Board also received a description of Funds Management’s and the Sub-Advisers’ business continuity plans, including a summary of the performance of such plans and any changes thereto during the COVID-19 pandemic, and of their approaches to data privacy and cybersecurity. The Board also received and reviewed information about Funds Management’s role as administrator of the Funds’ liquidity risk management program, Funds Management’s approach to risk management, and Funds Management’s intermediary and vendor oversight program.
In connection with the 2021 Annual Approval Process, the Board also considered the qualifications, background, tenure and responsibilities of each of the portfolio managers primarily responsible for the day-to-day portfolio management of the Funds. The Board evaluated the ability of Funds Management and the Sub-Advisers to attract and retain qualified investment professionals, including research, advisory and supervisory personnel.
In connection with the 2021 Annual Approval Process, the Board further considered the compliance programs and compliance records of Funds Management and the Sub-Advisers. In addition, the Board took into account the full range of services provided to the Fund by Funds Management and its affiliates.
In connection with the New Agreement Approval Process, the Board considered, among other information, the structure of the Transaction and expected impact, if any, of the Transaction on the operations, facilities, organization and personnel of the Advisers. The Board received assurances from Funds Management that each Fund will continue to be advised by its current Sub-Adviser after the closing, and that the same individual portfolio managers are expected to continue to manage the Funds after the closing. With respect to the recruitment and retention of key personnel, the Board noted information from GTCR, Reverence Capital and the Advisers regarding the potential benefits for employees of joining NewCo. The Board recognized that the personnel who had been extended offers may not accept such offers and personnel changes may occur in the future in the ordinary course.
In addition, the Board considered information regarding the infrastructure, operational capabilities and support staff in place to assist in the portfolio management and operations of the Funds, including the provision of administrative services, and the anticipated impact of the Transaction on such matters. The Board also considered the business-related and other risks to which the Advisers may be subject in managing the Funds and in connection with the Transaction. The Board also considered the transition and integration plans as a result of the change in ownership of the Advisers from Wells Fargo to NewCo. The Board considered the resources and infrastructure that NewCo intends to devote to its compliance program to ensure compliance with applicable laws and regulations, as well as its risk management program and cybersecurity program. The Board also took into account assurances received from the Advisers, GTCR and Reverence Capital that the Transaction is not expected to cause any diminution in the nature, extent and quality of services provided by the Advisers to the Funds and their shareholders.
Fund investment performance and expenses
In connection with the 2021 Annual Approval Process, the Board considered the investment performance results for each Fund over various time periods ended December 31, 2020. The Board considered these results in comparison to the investment performance of funds in a universe that was determined by Broadridge Inc. (“Broadridge”) to be similar to each Fund (the “Universe”), and in comparison to each Fund’s benchmark index and to other comparative data. Broadridge is an independent provider of investment company data. The Board received a description of the methodology used by Broadridge to select the mutual funds in the performance Universe. Where applicable, the Board received information concerning, and discussed factors contributing to, underperformance of Funds relative to the Universe and benchmark for any underperformance periods.
In connection with the 2021 Annual Approval Process, the Board also received and considered information regarding each Fund’s net operating expense ratios and their various components, including actual management fees, custodian and other non-management fees, and Rule 12b-1 and non-Rule 12b-1 shareholder service fees. The Board considered these ratios in comparison to the median ratios of funds in class-specific expense groups that were determined by Broadridge to be similar to the Fund (the “Groups”). The Board received a description of the methodology used by Broadridge to select the mutual funds in the expense Groups and an explanation of how funds comprising expense groups and their expense ratios may vary from year-to-year.
44 | Allspring Emerging Markets Equity Fund
Board considerations (unaudited)
In connection with the New Agreement Approval Process, the Board received a commitment that WFAM will maintain fee and expense commitments for at least two years after the closing. The Board took into account each Fund’s investment performance and expense information among the factors considered in deciding to approve the New Agreements.
Investment management and sub-advisory fee rates
In connection with the 2021 Annual Approval Process, the Board reviewed and considered the contractual fee rates payable by each Fund to Funds Management under the Current Management Agreement, as well as the contractual fee rates payable by each Fund to Funds Management for class-level administrative services under a Class-Level Administration Agreement, which include, among other things, class-level transfer agency and sub-transfer agency costs (collectively, the “Management Rates”). The Board also reviewed and considered the contractual investment sub-advisory fee rates that are payable by Funds Management to each of the Sub-Advisers under the Current Sub-Advisory Agreements for investment sub-advisory services (the “Sub-Advisory Fee Rates”).
Among other information reviewed by the Board in connection with the 2021 Annual Approval Process, was a comparison of each Fund’s Management Rates with the average contractual investment management fee rates of funds in the expense Groups at a common asset level as well as transfer agency costs of the funds in the expense Groups.
In connection with the 2021 Annual Approval Process, the Board also received and considered information about the portion of the total management fee that was retained by Funds Management after payment of the Sub-Advisory Fee Rates. In assessing the reasonableness of this amount, the Board received and evaluated information about the nature and extent of responsibilities retained and risks assumed by Funds Management and not delegated to or assumed by the Sub-Advisers, and about Funds Management’s on-going oversight services. Given the affiliation between Funds Management and the Sub-Advisers, the Board ascribed limited relevance to the allocation of fees between them.
In connection with the 2021 Annual Approval Process, the Board also received and considered information about the nature and extent of services offered and fee rates charged by Funds Management and the Sub-Advisers to other types of clients, if any, with investment strategies similar to those of each Fund. In this regard, the Board received information about the significantly greater scope of services, and compliance, reporting and other legal burdens and risks of managing proprietary mutual funds compared with those associated with managing assets of other types of clients, including third-party sub-advised fund clients and non-mutual fund clients such as institutional separate accounts.
In connection with the New Agreement Approval Process, the Board noted the assurances received by it that there would be no increases to any of the Management Rates or the Sub-Advisory Fee Rates as a result of the Transaction. The Board also considered that the New Agreements do not change the computation method for calculating such fees, and there is no present intention to reduce expense waiver and reimbursement arrangements that are currently in effect. Based on its consideration of the factors and information it deemed relevant, including those described here, the Board determined that the compensation payable to Funds Management under the New Management Agreement and to each of the Sub-Advisers under the New Sub-Advisory Agreements was reasonable.
Profitability
In connection with the 2021 Annual Approval Process, the Board received and considered information concerning the profitability of Funds Management, as well as the profitability of both WFAM and Wells Fargo from providing services to the fund family as a whole. The Board noted that the Sub-Advisers’ profitability information with respect to providing services to each Fund and other funds in the family was subsumed in the WFAM and Wells Fargo profitability analysis.
Funds Management reported on the methodologies and estimates used in calculating profitability in connection with the 2021 Annual Approval Process, including a description of the methodology used to allocate certain expenses. Among other things, the Board noted that the levels of profitability reported on a fund-by-fund basis varied widely, depending on factors such as the size, type and age of fund.
In connection with the New Agreement Approval Process, the Board received certain information about NewCo’s projected financial condition, and reviewed with senior representatives of Funds Management, GTCR and Reverence Capital the underlying assumptions on which such information was based. The Board considered that NewCo is a newly formed entity, with no historical operations, revenues or expenses, and that it is difficult to predict with any degree of certainty the future profitability of NewCo and the Advisers from advisory activities under the New Agreements. The Board considered that the fee rates payable under the New Agreements will not increase as a result of the Transaction as compared to the rates under the Current Agreements, and that the current contractual expense limitations applicable to each Fund will not increase. The Board noted that if the New Agreements are approved by shareholders and the Transaction closes, the Board will have the opportunity in the future to review the profitability of NewCo and the Advisers from advisory activities under the New Agreements.
Allspring Emerging Markets Equity Fund | 45
Board considerations (unaudited)
Economies of scale
In connection with the 2021 Annual Approval Process, the Board received and considered information about the potential for Funds Management to experience economies of scale in the provision of management services to the Funds, the difficulties of calculating economies of scale at an individual fund level, and the extent to which potential scale benefits are shared with Fund shareholders. The Board noted the existence of breakpoints in each Fund’s management fee structure, which operate generally to reduce the Fund’s expense ratios as the Fund grows in size, and the size of the Fund in relation to such breakpoints. The Board considered that, in addition to management fee breakpoints, Funds Management shares potential economies of scale from its management business in a variety of ways, including through fee waiver and expense reimbursement arrangements, competitive management fee rates set at the outset without regard to breakpoints, and investments in the business intended to enhance services available to shareholders.
In connection with the New Agreement Approval Process, the Board noted that NewCo and the Advisers may benefit from possible growth of the Funds resulting from enhanced distribution capabilities. However, the Board noted that other factors could also affect the potential for economies of scale, and that it was not possible to quantify any potential future economies of scale. Based upon the information furnished to the Board in connection with the 2021 Annual Approval Process and the New Agreement Approval Process, the Board concluded that Funds Management’s arrangements with respect to each Fund, including contractual breakpoints and expense limitation arrangements, constituted a reasonable approach to sharing potential economies of scale with the Fund and its shareholders.
“Fall-out” benefits to Funds Management and the Sub-Advisers
In connection with the 2021 Annual Approval Process, the Board received and considered information regarding potential “fall-out” or ancillary benefits received by Funds Management and its affiliates, including the Sub-Advisers, as a result of their relationships with the Funds. Ancillary benefits could include, among others, benefits directly attributable to other relationships with the Funds and benefits potentially derived from an increase in Funds Management’s and the Sub-Advisers’ business as a result of their relationships with the Funds. The Board noted that various current affiliates of Funds Management may receive distribution-related fees, shareholder servicing payments and sub-transfer agency fees in respect of shares sold or held through them and services provided.
In connection with the 2021 Annual Approval Process, the Board also reviewed information about soft dollar credits earned and utilized by the Sub-Advisers, fees earned by Funds Management and Wells Capital from managing a private investment vehicle for the fund family’s securities lending collateral, and commissions earned by an affiliated broker of Wells Fargo from portfolio transactions.
In connection with the New Agreement Approval Process, the Board received information to the effect that the Transaction is not expected to have a material impact on the fall-out benefits currently realized by Funds Management and its affiliates, including the Sub-Advisers. The information reviewed by the Board also noted that several of the ancillary benefits identified for WFAM would be potential ancillary benefits for NewCo, including that the scale and reputation of the Funds might benefit NewCo’s broader reputation, product initiatives, technology investment and talent acquisition. Based on its consideration of the factors and information it deemed relevant, including those described here, the Board did not find that any ancillary benefits expected to be received by Funds Management and its affiliates, including NewCo and the Sub-Advisers, under the New Agreements were unreasonable.
Conclusion
At the Board Meeting, after considering the above-described factors and based on its deliberations and its evaluation of the information described above, the Board unanimously determined that the compensation payable to Funds Management and to each of the Sub-Advisers under the New Agreements is reasonable, approved the New Agreements for a two-year term, and voted to recommend that Fund shareholders approve the New Agreements.
46 | Allspring Emerging Markets Equity Fund
Board considerations (unaudited)
Board Considerations - Interim Agreements (not in effect)
At a meeting held on May 17-19, 2021 (the “Board Meeting”), the Boards of Trustees (each, a “Board”, and collectively, the “Boards”) of Wells Fargo Funds Trust, Wells Fargo Master Trust, Wells Fargo Variable Trust, Wells Fargo Global Dividend Opportunity Fund, Wells Fargo Income Opportunities Fund, Wells Fargo Multi-Sector Income Fund and Wells Fargo Utilities and High Income Fund (each a “Trust”, and the series thereof, a “Fund”) reviewed and approved for the Trusts and Funds, as applicable: (i) interim investment management agreements (the “Interim Management Agreements”) with Wells Fargo Funds Management, LLC (“Funds Management”); (ii) interim investment advisory agreements (the “Interim Advisory Agreements”) with Funds Management; and (iii) interim sub-advisory agreements (the “Interim Sub-Advisory Agreements”) with each of Cooke & Bieler, L.P., Galliard Capital Management LLC (“Galliard”), Peregrine Capital Management Inc., Wells Capital Management, LLC (“WellsCap”), and Wells Fargo Asset Management (International) Limited (“WFAMI”, and collectively, the “Sub-Advisers”). Each Trustee on the Board is not an “interested person” (as defined in the Investment Company Act of 1940 (the “1940 Act”) of the Funds (collectively, the “Independent Trustees”). The Interim Management Agreements, Interim Advisory Agreements, and Interim Sub-Advisory Agreements are collectively referred to as the “Interim Advisory Agreements.”
At the Board Meeting, the Boards reviewed and approved the continuation of existing investment management, advisory and sub-advisory agreements (the “Current Advisory Agreements”) for each Trust and Fund, as applicable. The factors considered and conclusions reached by the Boards in approving the Current Advisory Agreements are summarized in the section entitled “Board Considerations – Current Agreements” of this shareholder report. The Boards noted that Wells Fargo & Company has entered into a definitive agreement to sell Wells Fargo Asset Management (“WFAM”), which includes Funds Management, Galliard, WellsCap and WFAMI (the “Affiliated Sub-Advisers”), to a holding company affiliated with private funds of GTCR LLC and Reverence Capital Partners, L.P. (the “Transaction”). The Boards further noted that the Transaction would result in a change-of-control of Funds Management and the Affiliated Sub-Advisers, which would be considered to be an “assignment” under the 1940 Act that would terminate the Current Advisory Agreements. At the Board Meeting, the Boards also reviewed and approved new investment management, advisory and sub-advisory agreements (the “New Advisory Agreements”) for each Trust and Fund, as applicable, that would replace the Current Advisory Agreements upon consummation of the Transaction, subject to approval of the New Advisory Agreements by the applicable Trust’s or Fund’s shareholders. The factors considered and conclusions reached by the Boards in approving the New Advisory Agreements are summarized in the section entitled “Board Considerations – New Agreements” of this shareholder report.
At the Board Meeting, the Boards also approved the Interim Advisory Agreements, which will go into effect for a Trust or Fund only in the event that shareholders of such Trust or Fund do not approve the New Advisory Agreement(s) for the Trust or Fund by the closing date of the Transaction, when the Current Advisory Agreements will terminate. The Board noted that, in such a circumstance, the Interim Advisory Agreements will permit continuity of management by allowing Funds Management and the Sub-Advisers to continue providing services to the Trust or Fund pursuant to the Interim Advisory Agreements while the Trust or Fund continues to solicit shareholder approval of such New Advisory Agreement(s). The Boards noted that the terms of the Interim Advisory Agreements are identical to those of the Current Advisory Agreements, except for the term and the addition of escrow provisions with respect to the advisory fees. The Boards also noted that the entities that would service the Funds and Trusts under the Interim Advisory Agreements are identical to those that provide services under the Current Advisory Agreements and those that will provide services under the New Advisory Agreements.
In approving the Interim Advisory Agreements, the Boards considered the same factors and reached the same conclusions as they considered and reached with respect to the Boards’ approvals of the Current Advisory Agreements and New Advisory Agreements, as applicable, which are described in separate Board Consideration sections within this shareholder report. Prior to the Board Meeting, including at a series of meetings held in April and May 2021, the Trustees conferred extensively among themselves and with senior representatives of Funds Management, GTCR LLC and Reverence Capital Partners, L.P. about the Interim Advisory Agreements and related matters. The Independent Trustees were assisted in their evaluation of the Interim Advisory Agreements by independent legal counsel, from whom they received separate legal advice and with whom they met separately.
At the Board Meeting, after considering the factors and reaching the conclusions described in the separate Board Consideration sections within this shareholder report, the Boards unanimously determined that the compensation payable to Funds Management and to each Sub-Adviser under each of the Interim Advisory Agreements was reasonable, and approved the Interim Advisory Agreements.
Allspring Emerging Markets Equity Fund | 47
For more information
More information about Allspring Funds is available free upon request. To obtain literature, please write, visit the Fund's website, or call:
Allspring Funds
P.O. Box 219967
Kansas City, MO 64121-9967
P.O. Box 219967
Kansas City, MO 64121-9967
Website: allspringglobal.com
Individual investors: 1-800-222-8222
Retail investment professionals: 1-888-877-9275
Institutional investment professionals: 1-866-765-0778
This report and the financial statements contained herein are submitted for the general information of the shareholders of the Fund. If this report is used for promotional purposes, distribution of the report must be accompanied or preceded by a current prospectus. Before investing, please consider the investment objectives, risks, charges, and expenses of the investment. For a current prospectus and, if available, a summary prospectus, containing this information, call
1-800-222-8222 or visit the Fund's website at allspringglobal.com. Read the prospectus carefully before you invest or send money.
1-800-222-8222 or visit the Fund's website at allspringglobal.com. Read the prospectus carefully before you invest or send money.
Allspring Global InvestmentsTM is the trade name for the asset management firms of Allspring Global Investments Holdings, LLC, a holding company indirectly owned by certain private funds of GTCR LLC and Reverence Capital Partners, L.P. These firms include but are not limited to Allspring Global Investments, LLC, and Allspring Funds Management, LLC. Certain products managed by Allspring entities are distributed by Allspring Funds Distributor, LLC (a broker-dealer and Member FINRA/SIPC).
This material is for general informational and educational purposes only and is NOT intended to provide investment advice or a recommendation of any kind - including a recommendation for any specific investment, strategy, or plan.
© 2021 Allspring Global Investments Holdings, LLC. All rights reserved.
PAR-1121-00704 12-21
A238/AR238 10-21
A238/AR238 10-21
Annual Report
October 31, 2021
Allspring Emerging Markets
Equity Income Fund
Equity Income Fund
Contents
| 2 | |
| 6 | |
| 10 | |
| 11 | |
| Financial statements | |
| 16 | |
| 17 | |
| 18 | |
| 19 | |
| 25 | |
| 33 | |
| 34 | |
| Board considerations | |
| 38 | |
| 42 | |
| 47 |
The views expressed and any forward-looking statements are as of October 31, 2021, unless otherwise noted, and are those of the Fund's portfolio managers and/or Allspring Global Investments. Discussions of individual securities or the markets generally are not intended as individual recommendations. Future events or results may vary significantly from those expressed in any forward-looking statements. The views expressed are subject to change at any time in response to changing circumstances in the market. Allspring Global Investments disclaims any obligation to publicly update or revise any views expressed or forward-looking statements.
Allspring Emerging Markets Equity Income Fund | 1
Letter to shareholders (unaudited)
Andrew Owen
President
Allspring Funds
Dear Shareholder:
We are pleased to offer you this annual report for the Allspring Emerging Markets Equity Income Fund for the 12-month period that ended October 31, 2021. Global stocks continued to rally as the global economy continued to emerge from the haze of COVID-19. Tailwinds were provided by global stimulus programs, a rapid vaccination rollout, and recovering consumer and corporate sentiment. The bond market had mostly positive returns during the period.
For the 12-month period, equities had robust returns, as policymakers continued to fight the effects of COVID-19. U.S. stocks led both non-U.S. developed market equities and emerging market stocks. Gains by fixed-income securities were varied, though mostly positive. For the period, U.S. stocks, based on the S&P 500 Index,1 gained 42.91%. International stocks, as measured by the MSCI ACWI ex USA Index (Net),2 returned 29.66%, while the MSCI EM Index (Net) (USD)3 had weaker performance with an 16.96% gain. Among bond indexes, the Bloomberg U.S. Aggregate Bond Index4 returned -0.48%, the Bloomberg Global Aggregate ex-USD Index (unhedged)5 returned -1.99%, the Bloomberg Municipal Bond Index6 gained 2.64%, and the ICE BofA U.S. High Yield Index7 returned 10.74%.
Efforts to contain COVID-19 drove market performance.
Global stocks rallied in November 2020, propelled by optimism over three promising COVID-19 vaccines. Reversing trends recent to November 2020, value stocks outperformed growth stocks and cyclical stocks outpaced information technology (IT) stocks. However, U.S. unemployment remained elevated, with a net job loss of 10 million since February 2020. The eurozone services Purchasing Managers' Index, a monthly survey of purchasing managers, contracted sharply while the region’s manufacturing activity grew. The U.S. election results added to the upbeat mood as investors anticipated more consistent policies in the new administration.
Financial markets ended 2020 with strength on high expectations for a rapid rollout of the COVID-19 vaccines, the successful passage of a $900 billion stimulus package, and rising expectations of additional economic support from a Democratic-led Congress. U.S. economic data were mixed with still-elevated unemployment and weak retail sales but growth in manufacturing output. In contrast, China’s economic expansion continued in both manufacturing and nonmanufacturing. U.S. COVID-19 infection rates continued to rise even as new state and local lockdown measures were implemented.
| 1 | The S&P 500 Index consists of 500 stocks chosen for market size, liquidity, and industry group representation. It is a market-value-weighted index with each stock's weight in the index proportionate to its market value. You cannot invest directly in an index. |
| 2 | The Morgan Stanley Capital International (MSCI) All Country World Index (ACWI) ex USA Index (Net) is a free-float-adjusted market-capitalization-weighted index that is designed to measure the equity market performance of developed and emerging markets, excluding the U.S. Source: MSCI. MSCI makes no express or implied warranties or representations and shall have no liability whatsoever with respect to any MSCI data contained herein. The MSCI data may not be further redistributed or used as a basis for other indexes or any securities or financial products. This report is not approved, reviewed, or produced by MSCI. You cannot invest directly in an index. |
| 3 | The MSCI Emerging Markets (EM) Index (Net) (USD) is a free-float-adjusted market-capitalization-weighted index that is designed to measure equity market performance of emerging markets. You cannot invest directly in an index. |
| 4 | The Bloomberg U.S. Aggregate Bond Index is a broad-based benchmark that measures the investment-grade, U.S.-dollar-denominated, fixed-rate taxable bond market, including Treasuries, government-related and corporate securities, mortgage-backed securities (agency fixed-rate and hybrid adjustable-rate mortgage pass-throughs), asset-backed securities, and commercial mortgage-backed securities. You cannot invest directly in an index. |
| 5 | The Bloomberg Global Aggregate ex-USD Index (unhedged) is an unmanaged index that provides a broad-based measure of the global investment-grade fixed-income markets excluding the U.S.-dollar-denominated debt market. You cannot invest directly in an index. |
| 6 | The Bloomberg Municipal Bond Index is an unmanaged index composed of long-term tax-exempt bonds with a minimum credit rating of Baa. You cannot invest directly in an index. |
| 7 | The ICE BofA U.S. High Yield Index is a market-capitalization-weighted index of domestic and Yankee high-yield bonds. The index tracks the performance of high-yield securities traded in the U.S. bond market. You cannot invest directly in an index. Copyright 2021. ICE Data Indices, LLC. All rights reserved. |
2 | Allspring Emerging Markets Equity Income Fund
Letter to shareholders (unaudited)
The year 2021 began with emerging markets stocks leading all major asset classes in January, driven by China’s strong economic growth and a broad recovery in corporate earnings, which propelled China’s stock market higher. In the United States, positive news on vaccine trials and January expansion in both the manufacturing and services sectors was offset by a weak December monthly jobs report. This was compounded by technical factors as some hedge funds were forced to sell stocks to protect themselves against a well-publicized short squeeze coordinated by a group of retail investors. Eurozone sentiment and economic growth were particularly weak, reflecting the impact of a new lockdown with stricter social distancing along with a slow vaccine rollout.
February saw major domestic equity indexes driven higher on the hope of a new stimulus bill, improving COVID-19 vaccination numbers, and the gradual reopening of the economy. Most S&P 500 companies reported better-than-expected earnings, with positive surprises coming from the financials, IT, health care, and materials sectors. Japan saw its economy strengthen as a result of strong export numbers. Meanwhile, crude oil prices continued their climb, rising more than 25% for the year. Domestic government bonds experienced a sharp sell-off in late February as markets priced in a more robust economic recovery and higher future growth and inflation expectations.
The passage of the massive domestic stimulus bill highlighted March activity, leading to increased forecasts for U.S. growth in 2021. Domestic employment surged as COVID-19 vaccinations and an increasingly open economy spurred hiring. A majority of U.S. small companies reported they were operating at pre-pandemic capacity or higher. Value stocks continued their outperformance of growth stocks in the month, continuing the trend that started in late 2020. Meanwhile, most major developed global equity indexes were up month to date on the back of rising optimism regarding the outlook for global growth. While the U.S. and the U.K. have been the most successful in terms of the vaccine rollout, even in markets where the vaccine has lagged, such as in the eurozone and Japan, equity indexes in many of those countries have also been in positive territory for the year through March 2021.
Equity markets produced another strong showing in April. Domestically, the continued reopening of the economy had a strong impact on positive equity performance, as people started leaving their households and jobless claims continued to fall. Domestic corporate bonds performed well and the U.S. dollar weakened. Meanwhile, the U.S. government continued to seek to invest in the recovery, this time by outlining a package of over $2 trillion to improve infrastructure. The primary headwind in April was inflation, as investors tried to determine the breadth and longevity of recent price increases. Developed Europe has been supported by a meaningful increase in the pace of vaccinations. Unfortunately many emerging market countries have not been as successful. India in particular saw COVID-19 cases surge, serving as an example of the need to get vaccinations rolled out to less developed nations.
Vaccine rollouts continued in May, leading to loosened restrictions globally. As a result, equity markets in general saw a minor increase in returns. Concerns that the continued economic rebound could result in inflation increases becoming more than transitory were supported by the higher input costs businesses were experiencing. Meanwhile, those inflation concerns were tempered by the U.S. Federal Reserve (Fed), which stayed steady on its view of the economy and eased fears of a sudden and substantial policy change. Positive performance in the emerging market equity space was supported this month by steady consumer demand and strong commodity prices. Fixed-income markets were also slightly positive for the month, driven by inflation uncertainty and a softer U.S. dollar.
June witnessed the S&P 500 Index reach a new all-time high. 2021 economic growth and inflation forecasts were revised higher to reflect a strong economic recovery and some supply and demand imbalances. Late June saw a deal reached on a U.S. infrastructure package of approximately $1 trillion for road, bridge, and broadband network upgrades over the next eight years. The Fed’s June meeting yielded no change to policy, but its projections pointed to a possible interest rate rise in 2023. This, combined with a rebound in economic activity and investors searching for yield, led to U.S. Treasury yields being down for the month. Many European and Asian countries saw vaccination momentum increase, while the U.K. dealt with a rise in COVID-19 infections, specifically the Delta variant. Meanwhile, crude oil jumped over 10% in June on the back of the pickup in global economic activity and the Organization of the Petroleum Exporting Countries’ (OPEC) slow pace of supply growth.
“ 2021 economic growth and inflation forecasts were revised higher to reflect a strong economic recovery and some supply and demand imbalances.”
Allspring Emerging Markets Equity Income Fund | 3
Letter to shareholders (unaudited)
July began the month seeing vaccinations making progress, as several major developed countries eased restrictions, only to be threatened again by the spread of COVID-19’s Delta variant. Inflation continued to climb, aided by the continued supply bottleneck in the face of high demand. As it pertains to the equity area of the market, U.S. equities led the way in positive return territory, followed by international developed markets. In contrast, emerging markets were well in negative territory for the month, hindered by China’s plans for new regulations on a number of sectors, specifically education and technology. The U.S. 10-year Treasury bond yield continued to decline, as strong demand swallowed up supply. After hitting a multi-year high earlier in the month, oil prices leveled off following an agreement by OPEC to raise oil production starting in August.
The Delta variant of COVID-19 produced outbreaks globally in August, increasing the potential for increased market volatility and bringing into question the ongoing economic recovery. Domestically, the U.S. economy continued to stay strong in the face of the Delta variant, continued inflationary pressures, and worries over Hurricane Ida. Emerging market equities experienced elevated volatility, largely influenced by China’s regulatory stance. Emerging market equities started the month with poor performance but rebounded to end the month in positive territory. Municipal debt experienced its first monthly performance drop since February of this year, slowing a rally that made it one of the best-performing sectors of the bond market. In the commodity segment of the market, crude oil fell sharply during the month on the back of dampened expectations as a result of the Delta variant but was still a leading asset class performer for the year.
Global markets suffered their broadest retreat in a year during September, with the exception of commodities. Concerns over inflation and the interest rate outlook depressed investor confidence and hurt performance. Emerging markets declined on concerns over the continued supply chain disruptions and worries over higher energy and food prices. Meanwhile, the Fed indicated it would slow the pace of asset purchases in the near future. All eyes domestically were fixed on the raising of the debt ceiling, the 2022 budget plan, and the ongoing debate over the infrastructure package. Contrary to most asset classes, commodities thrived in September, driven by sharply higher energy prices.
October’s key themes continued to be elevated inflation pressures and a supply bottleneck, but strong earnings provided a bright spot in the markets. Earnings releases in the U.S. were generally strong and consumer confidence was high. The Fed reaffirmed its plans to taper quantitative easing to a stop by mid-2022. Meanwhile, elevated inflation figures are still being considered transitory by the Fed. Similar to the U.S., the eurozone and many Asian countries saw positive earnings but were facing inflation pressures caused by supply bottlenecks while also experiencing energy price increases amid natural gas shortages. Globally, government bond yields rose as central banks prepared to lower monetary policy accommodation in the face of rising inflationary pressures. As previously referenced, positive commodity performance was driven by sharply higher energy costs.
Don’t let short-term uncertainty derail long-term investment goals.
Periods of investment uncertainty can present challenges, but experience has taught us that maintaining long-term investment goals can be an effective way to plan for the future. To help you create a sound strategy based on your personal goals and risk tolerance, Allspring Funds offers more than 100 mutual funds spanning a wide range of asset classes and investment styles. Although diversification cannot guarantee an investment profit or prevent losses, we believe it can be an effective way to manage investment risk and potentially smooth out overall portfolio performance. We encourage investors to know their investments and to understand that appropriate levels of risk-taking may unlock opportunities.
Information on transaction closing.
On November 1, 2021, GTCR LLC and Reverence Capital Partners, L.P., announced the beginning of Allspring Global Investments™, with the close of the transaction to acquire Wells Fargo Funds Management, LLC; Wells Capital Management, LLC; Galliard Capital Management, LLC.; Wells Fargo Asset Management (International) Ltd.; Wells Fargo Asset Management Luxembourg S.A.; and Wells Fargo Funds Distributor, LLC, as well as Wells Fargo Bank, N.A.’s business of acting as trustee to its collective investment trusts and all related Wells Fargo Asset Management legal entities. The transaction closed on November 1, 2021, forming Allspring Global Investments, a privately held asset management firm with $587 billion in AUM1 as of September 30, 2021.
“ Municipal debt experienced its first monthly performance drop since February of this year, slowing a rally that made it one of the best-performing sectors of the bond market.”
| 1 | As of September 30, 2021, assets under management (AUM) includes $93 billion from Galliard Capital Management, LLC, an investment advisor that is not part of the Allspring trade name/GIPS firm. |
4 | Allspring Emerging Markets Equity Income Fund
Letter to shareholders (unaudited)
Allspring Global Investments™ is a leading independent asset management firm with a full breadth of investment capabilities across diverse asset classes, serving the needs of its institutional and wealth management clients around the world. Allspring operates across 18 offices globally supported by more than 480 investment professionals. Allspring and its investment teams provide a broad range of differentiated investment products and solutions to help its diverse range of clients meet their investment objectives.
As part of this transition, all mutual funds within the Wells Fargo Funds family were rebranded as Allspring Funds. Each individual fund had “Wells Fargo” removed from its fund name and replaced with “Allspring.” The fund name changes went into effect on December 6, 2021.
Allspring Global Investments is the trade name for the asset management firms of Allspring Global Investments Holdings, LLC, a holding company indirectly owned by certain private funds of GTCR LLC and Reverence Capital Partners, L.P.
Thank you for choosing to invest with Allspring Funds. We appreciate your confidence in us and remain committed to helping you meet your financial needs.
Sincerely,
Andrew Owen
President
Allspring Funds
President
Allspring Funds
For further information about your Fund, contact your investment professional, visit our website at allspringglobal.com, or call us directly at 1-800-222-8222.
Allspring Emerging Markets Equity Income Fund | 5
Performance highlights (unaudited)
| Investment objective | The Fund seeks long-term capital appreciation and current income. |
| Manager | Allspring Funds Management, LLC |
| Subadviser | Allspring Global Investments, LLC |
| Portfolio managers | Alison Shimada, Elaine Tse |
| Average annual total returns (%) as of October 31, 2021 | |||||||||||
| Including sales charge | Excluding sales charge | Expense ratios1 (%) | |||||||||
| Inception date | 1 year | 5 year | Since inception | 1 year | 5 year | Since inception | Gross | Net 2 | |||
| Class A (EQIAX) | 5-31-2012 | 17.75 | 5.18 | 4.78 | 24.93 | 6.44 | 5.44 | 1.66 | 1.55 | ||
| Class C (EQICX) | 5-31-2012 | 23.00 | 5.62 | 4.65 | 24.00 | 5.62 | 4.65 | 2.41 | 2.30 | ||
| Class R (EQIHX)3 | 9-30-2015 | – | – | – | 24.58 | 6.22 | 5.21 | 1.91 | 1.80 | ||
| Class R6 (EQIRX)4 | 9-30-2015 | – | – | – | 25.44 | 6.89 | 5.89 | 1.23 | 1.17 | ||
| Administrator Class (EQIDX) | 5-31-2012 | – | – | – | 25.03 | 6.58 | 5.63 | 1.58 | 1.45 | ||
| Institutional Class (EQIIX) | 5-31-2012 | – | – | – | 25.27 | 6.80 | 5.84 | 1.33 | 1.22 | ||
| MSCI EM Index (Net) (USD)5 | – | – | – | – | 16.96 | 9.39 | 6.09 * | – | – | ||
| MSCI EM High Dividend Yield Index (Net) (USD)6 | – | – | – | – | 27.21 | 5.87 | 2.98 * | – | – | ||
Figures quoted represent past performance, which is no guarantee of future results, and do not reflect taxes that a shareholder may pay on an investment in a fund. Investment return and principal value of an investment will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost. Performance shown without sales charges would be lower if sales charges were reflected. Current performance may be lower or higher than the performance data quoted, which assumes the reinvestment of dividends and capital gains. Current month-end performance is available on the Fund’s website, allspringglobal.com.
Index returns do not include transaction costs associated with buying and selling securities, any mutual fund fees or expenses, or any taxes. It is not possible to invest directly in an index.
For Class A shares, the maximum front-end sales charge is 5.75%. For Class C shares, the maximum contingent deferred sales charge is 1.00%. Performance including a contingent deferred sales charge assumes the sales charge for the corresponding time period. Class R, Class R6, Administrator Class and Institutional Class shares are sold without a front-end sales charge or contingent deferred sales charge.
| * | Based on the inception date of the oldest Fund class. |
| 1 | Reflects the expense ratios as stated in the most recent prospectuses. The expense ratios shown are subject to change and may differ from the annualized expense ratios shown in the financial highlights of this report. |
| 2 | The manager has contractually committed through February 28, 2022, to waive fees and/or reimburse expenses to the extent necessary to cap total annual fund operating expenses after fee waivers at 1.55% for Class A, 2.30% for Class C, 1.80% for Class R, 1.17% for Class R6, 1.45% for Administrator Class, and 1.22% for Institutional Class. Brokerage commissions, stamp duty fees, interest, taxes, acquired fund fees and expenses (if any), and extraordinary expenses are excluded from the expense caps. Prior to or after the commitment expiration date, the caps may be increased or the commitment to maintain the caps may be terminated only with the approval of the Board of Trustees. Without these caps, the Fund’s returns would have been lower. The expense ratio paid by an investor is the net expense ratio (the total annual fund operating expenses after fee waivers) as stated in the prospectuses. |
| 3 | Historical performance shown for the Class R shares prior to their inception reflects the performance of the Administrator Class shares, adjusted to reflect the higher expenses applicable to the Class R shares. |
| 4 | Historical performance shown for the Class R6 shares prior to their inception reflects the performance of the Institutional Class shares, and includes the higher expenses applicable to the Institutional Class shares. If these expenses had not been included, returns for the Class R6 shares would be higher. |
| 5 | The Morgan Stanley Capital International (MSCI) Emerging Markets (EM) Index (Net) (USD) is a free-float-adjusted market-capitalization-weighted index that is designed to measure the equity market performance of emerging markets. Source: MSCI. MSCI makes no express or implied warranties or representations and shall have no liability whatsoever with respect to any MSCI data contained herein. The MSCI data may not be further redistributed or used as a basis for other indices or any securities or financial products. This report is not approved, reviewed, or produced by MSCI. You cannot invest directly in an index. |
6 | Allspring Emerging Markets Equity Income Fund
Performance highlights (unaudited)
Growth of $10,000 investment as of October 31, 20211
| 1 | The chart compares the performance of Class A shares for the most recent ten years with the MSCI EM Index (Net) (USD) and MSCI EM High Dividend Yield Index (Net) (USD). The chart assumes a hypothetical investment of $10,000 in Class A shares and reflects all operating expenses and assumes the maximum initial sales charge of 5.75%. |
Footnotes continued from previous page
| 6 | The MSCI EM High Dividend Yield Index (Net) (USD) is based on the MSCI EM Index, its parent index, and includes large and mid-cap stocks. The index is designed to reflect the performance of equities in the parent index (excluding REITs) with higher dividend income and quality characteristics than average dividend yields that are both sustainable and persistent. The index also applies quality screens and reviews 12-month past performance to omit stocks with potentially deteriorating fundamentals that could force them to cut or reduce dividends. You cannot invest directly in an index. |
Stock values fluctuate in response to the activities of individual companies and general market and economic conditions. Foreign investments are especially volatile and can rise or fall dramatically due to differences in the political and economic conditions of the host country. These risks are generally intensified in emerging markets. The use of derivatives may reduce returns and/or increase volatility. Certain investment strategies tend to increase the total risk of an investment (relative to the broader market). This fund is exposed to smaller-company securities risk. Consult the Fund’s prospectus for additional information on these and other risks.
Allspring Emerging Markets Equity Income Fund | 7
Performance highlights (unaudited)
MANAGER'S DISCUSSION
Fund highlights
| ■ | The Fund outperformed the MSCI EM Index (Net) (USD) for the 12-month period that ended October 31, 2021. |
| ■ | Stock selection within the consumer discretionary, information technology (IT), and communication services sectors added value but was partially offset by unfavorable stock selection in the energy, financials, and materials sectors, as well as underweight positions within the energy and materials sectors. |
| ■ | Stock selection within China/Hong Kong, Korea, and Taiwan drove positive performance during the period but was partially offset by positioning in India, Saudi Arabia, and Thailand. |
Performance driven by reopening, despite roadblocks.
The MSCI EM Index (Net) (USD) advanced 16.96% over the 12-month period, led by value stocks, which returned 28.3% versus 7.4% for growth stocks, in an environment generally characterized by reopening but complicated by varying paces of vaccine deployment, multiple waves/variants of COVID-19, as well as a regulatory crackdown affecting a number of industries in China. Country returns varied substantially during the period, illustrated by an over 60% return in the Czech Republic, Russia, Hungary, Argentina, and Poland, whereas China/Hong Kong declined 9.2%. Sector returns also diverged substantially, with energy (55.7%) and materials (44.0%) leading the way, while the consumer discretionary, real estate, and communication services sectors declined. During the period, the Fund’s largest shifts included an increase in financials (benefiting from rising rates) as well as secular trends of higher-equity ownership and a decrease in communication services due to a number of factors. Those factors include the more defensive nature of telecommunication companies for risk management purposes, as some parent companies were added to the U.S. Department of Defense sanction list, prohibiting U.S. investors from purchasing them, as well as a crackdown on new economy businesses. Within financials, the team added new names, including Postal Savings Bank of China (a leading retail bank in China), LIC Housing Finance (one of the largest housing finance companies in India), and Bangkok Bank Public Company Limited (a Thai bank). The team exited names in consumer discretionary, including China Mobile Limited (the largest mobile operator in China); NetEase, Incorporated (a leading internet technology company that develops and operates PC and mobile games); and China Telecom Corp., Limited (a leading wireline and mobile telecommunications service provider in China).
Stock selection within China/Hong Kong contributed the majority of positive selection effects.
Positive attribution was driven by an underweight position to Alibaba Group Holding Limited, China’s leading e-commerce company, which we added on attractive valuation and enlarged share buyback program after the share price decline year to date on regulatory concerns, which we believe are largely priced in. The company’s guidance remains unchanged with revenue growth of 30% year over year and plans to invest all incremental profits, which could pave the way for its longer-term growth. The company increased its share buyback program from $10 billion to $15 billion through 2022, the largest in its history, and the company repurchased
approximately $3.7 billion via the open market since April 2021. Nari Technology Company, Limited, a provider of power and automation technologies, was a leading contributor in China as it reported first-half 2021 recurring net profit up 41% year over year, including 22% year-over-year revenue expansion driven by relay protection flexible transmission (+96%) and information communication (+26%). Outperformance can also be attributed to the strong outlook on grid automation demand as China’s National Development Reform Commission and National Energy Administration jointly issued a guideline on accelerating new energy storage.
| Ten largest holdings (%) as of October 31, 20211 | |
| Taiwan Semiconductor Manufacturing Company Limited | 6.99 |
| Samsung Electronics Company Limited | 3.01 |
| Alibaba Group Holding Limited ADR | 2.26 |
| Power Grid Corporation of India Limited | 1.65 |
| Midea Group Company Limited Class A | 1.63 |
| Infosys Limited | 1.55 |
| Baidu Incorporated Class A | 1.53 |
| China Construction Bank Class H | 1.48 |
| Postal Savings Bank of China Company Limited Class H | 1.47 |
| Manappuram Finance Limited | 1.40 |
| 1 | Figures represent the percentage of the Fund's net assets. Holdings are subject to change and may have changed since the date specified. |
Weakness in the energy, financials, and materials sectors partially offset annual gains. Petroleo Brasileiro S.A. (Petrobras), a government-controlled Brazilian exploration and production and refining company, was the largest detractor among energy holdings. We sold the position in February 2021 following an internal downgrade of the company. On February 19, 2021, the Mines and Energy Ministry issued a statement appointing former Defense Minister Joaquim Silva e Luna to run Petrobras, replacing the current CEO, Roberto Castello Branco. The new CEO has stated that “Petrobras should take care of its social responsibilities,” implying a change in its market-oriented pricing policy with subsequent implications for divestitures, deleveraging, and dividends. It was difficult to anticipate a detailed set of policies from the new CEO, but we anticipated that at the margin, the management of Petrobras over the next 18 months would serve the reelection goals of President Bolsonaro and, as such, decided to exit the
8 | Allspring Emerging Markets Equity Income Fund
Performance highlights (unaudited)
position. Ping An Insurance, the second-largest life insurer in China, which also offers other financial services in the areas of non-life insurance, banking, and investments, was the largest relative detractor within financials as net profit fell 16% year over year in the first half of the year, due in part to impairments related to investments in China Fortune Land. However, investments in real estate equities, debt, and property only account for approximately 4.8% of the company’s total portfolio with dividends, interest, and rental income reaching approximately 10% of the portfolio’s net investment income in 2020. Additionally, management emphasized that the leasing yield of approximately 7% on investment properties held currently helps enhance investment returns and has narrowed the asset/liability duration mismatch gap to 4.1 years versus 8.3 years in 2013.
| Sector allocation as of October 31, 20211 |
| 1 | Figures represent the percentage of the Fund's long-term investments. These amounts are subject to change and may have changed since the date specified. |
Outlook
Despite further contraction in the Purchasing Managers' Index, a monthly survey of purchasing managers, and near-term pain, we maintain that China is an attractive long-term gain story on higher-quality growth and economic upgrade. We are encouraged by recent engagement between U.S. and Chinese officials and foresee improved U.S.-China relations. Neighboring Taiwan and Korea lead in advanced technology and digital and green development, though technology-heavy equity markets may be increasingly volatile given the sensitivity to U.S. Federal Reserve (Fed) tapering and chip shortages. South and Southeast Asia’s growing role as factory to the world has been delayed by second and third COVID-19 waves, but we are hopeful in reopening given vaccination progress. We are of the opinion that the Association of Southeastern Asian Nations will improve fiscal conditions with new taxation and India will continue to attract foreign direct investment on growth-oriented policies and a large domestic market. We expect further downward revision to emerging market Asia earnings from rising costs, input and regulatory compliance, and economic slowdown. While commodity exporters in Latin America and Europe, the Middle East, and Africa (EMEA) are enjoying higher prices,
| Country allocation as of October 31, 20211 |
| 1 | Figures represent the percentage of the Fund's long-term investments. These amounts are subject to change and may have changed since the date specified. |
manufacturers and consumers feel the squeeze and economic growth will also slow. Emerging market core inflation is elevated at near 5% and interest rates should continue to trend up on higher inflation. Brazil leads the pack with another 150-basis-point (bps; 100 bps equal 1.00%) rate hike this October and may hike again in December. The largest Latin American economy is losing credibility on reform and fiscal discipline as Bolsonaro seeks reelection at any cost. Political concerns remain high in smaller Andean countries, though we see signs of improvement in Peru. The EMEA region benefits from higher oil prices, and underinvestment from decarbonization may keep prices higher for longer. For now, we project a relatively balanced oil market for the next 12 to 18 months, with oil prices averaging around $70. The value proposition still looks attractive in Russia and South Africa. Russian equities provide some of the highest dividend yields, while South Africa may be more sensitive to falling commodity prices, particularly metals, on weaker China demand. Overall, we expect the rotation to value / cyclicals from growth / momentum to have legs with rising interest rates. We continue to see opportunities in the reflation trade and for sustainable dividend yield to return to favor. We do not expect a taper tantrum (taper tantrum describes the 2013 surge in U.S. Treasury yields, resulting from the Fed’s announcement of the future tapering of its policy of quantitative easing) given low external vulnerability and current accounts mostly in surplus compared with 2013. Stagflation, marked by persistent high inflation, high unemployment, and stagnant demand, is a tail risk. We believe the best strategy is our barbell approach (an investment concept that suggests that the best way to strike a balance between reward and risk is to invest in the two extremes of high-risk and no-risk assets while avoiding middle-of-the-road choices) with a mix of structural growth; a strong balance sheet; and high-quality, sustainable earnings, coupled with value/cyclicals including financials. Clean, renewable energy remains a favored theme. Emerging market valuations are attractive at 12.8x forward price/earnings multiples and below 2x book value with gross domestic product growth expected to exceed 6.5% this year and grow a further 4.5% in 2022.
Allspring Emerging Markets Equity Income Fund | 9
Fund expenses (unaudited)
As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including sales charges (loads) on purchase payments and contingent deferred sales charges (if any) on redemptions and (2) ongoing costs, including management fees, distribution (12b-1) and/or shareholder servicing fees, and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.
The example is based on an investment of $1,000 invested at the beginning of the six-month period and held for the entire period from May 1, 2021 to October 31, 2021.
Actual expenses
The “Actual” line of the table below provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the “Actual” line under the heading entitled “Expenses paid during period” for your applicable class of shares to estimate the expenses you paid on your account during this period.
Hypothetical example for comparison purposes
The “Hypothetical” line of the table below provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.
Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads) and contingent deferred sales charges. Therefore, the “Hypothetical” line of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.
| Beginning account value 5-1-2021 | Ending account value 10-31-2021 | Expenses paid during the period1 | Annualized net expense ratio | |
| Class A | ||||
| Actual | $1,000.00 | $ 976.68 | $ 7.67 | 1.54% |
| Hypothetical (5% return before expenses) | $1,000.00 | $1,017.44 | $ 7.83 | 1.54% |
| Class C | ||||
| Actual | $1,000.00 | $ 973.00 | $11.44 | 2.30% |
| Hypothetical (5% return before expenses) | $1,000.00 | $1,013.61 | $11.67 | 2.30% |
| Class R | ||||
| Actual | $1,000.00 | $ 975.82 | $ 8.96 | 1.80% |
| Hypothetical (5% return before expenses) | $1,000.00 | $1,016.13 | $ 9.15 | 1.80% |
| Class R6 | ||||
| Actual | $1,000.00 | $ 978.83 | $ 5.84 | 1.17% |
| Hypothetical (5% return before expenses) | $1,000.00 | $1,019.31 | $ 5.96 | 1.17% |
| Administrator Class | ||||
| Actual | $1,000.00 | $ 977.37 | $ 7.23 | 1.45% |
| Hypothetical (5% return before expenses) | $1,000.00 | $1,017.90 | $ 7.38 | 1.45% |
| Institutional Class | ||||
| Actual | $1,000.00 | $ 978.37 | $ 6.08 | 1.22% |
| Hypothetical (5% return before expenses) | $1,000.00 | $1,019.06 | $ 6.21 | 1.22% |
1 Expenses paid is equal to the annualized net expense ratio of each class multiplied by the average account value over the period, multiplied by the number of days in the most recent fiscal half-year divided by the number of days in the fiscal year (to reflect the one-half-year period).
10 | Allspring Emerging Markets Equity Income Fund
Portfolio of investments—October 31, 2021
| Shares | Value | |||||
| Common stocks: 94.45% | ||||||
| Brazil: 2.30% | ||||||
| Ambev SA (Consumer staples, Beverages) | 826,800 | $ 2,488,985 | ||||
| Banco BTG Pactual SA (Financials, Capital markets) | 459,172 | 1,834,638 | ||||
| BB Seguridade Participacoes SA (Financials, Insurance) | 720,700 | 2,820,841 | ||||
| Companhia Brasileira de Aluminio (Materials, Metals & mining) † | 720,400 | 1,630,020 | ||||
| 8,774,484 | ||||||
| Chile: 1.61% | ||||||
| Banco Santander Chile SA (Financials, Banks) | 59,051,931 | 2,584,203 | ||||
| Sociedad Quimica Minera de Chile (Materials, Chemicals) | 65,120 | 3,574,437 | ||||
| 6,158,640 | ||||||
| China: 25.88% | ||||||
| Alibaba Group Holding Limited ADR (Consumer discretionary, Internet & direct marketing retail) † | 411,000 | 8,610,372 | ||||
| Baidu Incorporated Class A (Communication services, Interactive media & services) † | 280,344 | 5,837,122 | ||||
| Baoshan Iron & Steel Company Limited Class A (Materials, Metals & mining) | 1,799,710 | 2,005,209 | ||||
| Beijing Jingneng Power Company Class H (Utilities, Electric utilities) | 6,088,000 | 1,838,802 | ||||
| China Construction Bank Class H (Financials, Banks) | 8,345,000 | 5,673,806 | ||||
| China International Capital Corporation Limited Class H (Financials, Capital markets) 144A | 987,600 | 2,457,417 | ||||
| China Merchants Bank Company Limited Class H (Financials, Banks) | 356,500 | 3,003,480 | ||||
| China Resources Land Limited (Real estate, Real estate management & development) | 1,162,000 | 4,525,236 | ||||
| China State Construction International Holdings (Industrials, Construction & engineering) | 3,184,000 | 3,269,733 | ||||
| China Yongda Automobile Service Holding Company (Consumer discretionary, Specialty retail) | 1,821,500 | 2,912,340 | ||||
| ENN Energy Holdings Limited (Utilities, Gas utilities) | 131,800 | 2,281,789 | ||||
| Gree Electric Appliances Incorporated Class A (Consumer discretionary, Household durables) | 471,040 | 2,697,735 | ||||
| Inner Mongolia Yili Industrial Group Company Limited Class A (Consumer staples, Food products) | 574,078 | 3,857,508 | ||||
| Kunlun Energy Company Limited (Utilities, Gas utilities) | 2,154,000 | 1,971,143 | ||||
| Lenovo Group Limited (Information technology, Technology hardware, storage & peripherals) | 2,692,000 | 2,927,102 | ||||
| Lomon Billions Group Company Limited (Materials, Chemicals) | 443,675 | 1,968,330 | ||||
| Midea Group Company Limited Class A (Consumer discretionary, Household durables) | 581,159 | 6,245,418 | ||||
| Nari Technology Company Limited (Industrials, Electrical equipment) | 421,701 | 2,565,409 | ||||
| Nine Dragons Paper Holdings Limited (Materials, Paper & forest products) | 1,669,000 | 2,097,914 | ||||
| Ping An Insurance Group Company Class H (Financials, Insurance) | 725,000 | 5,208,855 | ||||
| Postal Savings Bank of China Company Limited Class H (Financials, Banks) 144A | 7,700,000 | 5,601,440 | ||||
| Shimao Property Holding Limited (Real estate, Real estate management & development) | 1,504,000 | 2,366,038 | ||||
| Tingyi Holding Corporation (Consumer staples, Food products) | 2,614,000 | 4,891,696 | ||||
| Topsports International Holdings Limited (Consumer discretionary, Specialty retail) 144A | 3,187,000 | 3,874,946 | ||||
| Universal Scientific Industrial Shanghai Company Limited Class A (Information technology, Electronic equipment, instruments & components) | 742,000 | 1,609,389 | ||||
| Xinyangfeng Agricultural Technology Company Limited (Materials, Chemicals) | 775,900 | 2,201,857 |
The accompanying notes are an integral part of these financial statements.
Allspring Emerging Markets Equity Income Fund | 11
Portfolio of investments—October 31, 2021
| Shares | Value | |||||
| China: (continued) | ||||||
| Zhejiang NHU Company Limited (Health care, Biotechnology) | 918,918 | $ 3,897,213 | ||||
| Zoomlion Heavy Industry Science and Technology Company Limited Class H (Industrials, Machinery) | 3,370,000 | 2,434,214 | ||||
| 98,831,513 | ||||||
| Hong Kong: 2.49% | ||||||
| China Merchants Port Holdings Company Limited (Industrials, Transportation infrastructure) | 2,056,000 | 3,435,255 | ||||
| Chow Tai Fook Jewellery Company Limited (Consumer discretionary, Specialty retail) | 1,622,400 | 3,319,659 | ||||
| Hong Kong Exchanges & Clearing Limited (Financials, Capital markets) | 45,500 | 2,753,216 | ||||
| 9,508,130 | ||||||
| India: 11.94% | ||||||
| Embassy Office Parks REIT (Real estate, Equity REITs) | 845,809 | 3,949,302 | ||||
| Gail India Limited (Utilities, Gas utilities) | 2,095,598 | 4,165,659 | ||||
| Hero Motorcorp Limited (Consumer discretionary, Automobiles) | 62,473 | 2,216,803 | ||||
| ICICI Securities Limited (Financials, Capital markets) 144A | 327,311 | 3,225,848 | ||||
| Indus Towers Limited (Communication services, Diversified telecommunication services) | 511,062 | 1,852,978 | ||||
| Infosys Limited (Information technology, IT services) | 266,578 | 5,937,207 | ||||
| LIC Housing Finance Limited (Financials, Diversified financial services) | 796,893 | 4,329,734 | ||||
| Mahanagar Gas Limited (Utilities, Gas utilities) | 129,318 | 1,732,414 | ||||
| Manappuram Finance Limited (Financials, Consumer finance) | 1,925,059 | 5,342,155 | ||||
| Oil & Natural Gas Corporation Limited (Energy, Oil, gas & consumable fuels) | 1,433,536 | 2,853,432 | ||||
| Power Grid Corporation of India Limited (Utilities, Electric utilities) | 2,544,814 | 6,288,862 | ||||
| Tech Mahindra Limited (Information technology, IT services) | 187,462 | 3,699,734 | ||||
| 45,594,128 | ||||||
| Indonesia: 1.88% | ||||||
| PT Bank Rakyat Indonesia Tbk (Financials, Banks) | 10,614,000 | 3,184,013 | ||||
| PT Telekomunikasi Indonesia Persero Tbk (Communication services, Diversified telecommunication services) | 14,838,000 | 3,979,841 | ||||
| 7,163,854 | ||||||
| Malaysia: 1.73% | ||||||
| Genting Malaysia Bhd (Consumer discretionary, Hotels, restaurants & leisure) | 5,443,800 | 4,167,314 | ||||
| RHB Bank Bhd (Financials, Banks) | 1,809,600 | 2,438,437 | ||||
| 6,605,751 | ||||||
| Mexico: 2.11% | ||||||
| America Movil SAB de CV ADR (Communication services, Wireless telecommunication services) | 120,238 | 2,137,832 | ||||
| Grupo Financiero Banorte SAB de CV (Financials, Banks) | 473,000 | 2,989,908 | ||||
| Walmart de Mexico SAB de CV (Consumer staples, Food & staples retailing) | 835,691 | 2,911,605 | ||||
| 8,039,345 | ||||||
| Netherlands: 1.33% | ||||||
| Prosus NV (Consumer discretionary, Internet & direct marketing retail) | 21,163 | 1,849,847 | ||||
| X5 Retail Group NV (Consumer staples, Food & staples retailing) | 94,496 | 3,218,175 | ||||
| 5,068,022 |
The accompanying notes are an integral part of these financial statements.
12 | Allspring Emerging Markets Equity Income Fund
Portfolio of investments—October 31, 2021
| Shares | Value | |||||
| Panama: 0.72% | ||||||
| Copa Holdings SA Class A (Industrials, Airlines) † | 37,262 | $ 2,755,898 | ||||
| Peru: 0.96% | ||||||
| Southern Copper Corporation (Materials, Metals & mining) | 61,200 | 3,671,388 | ||||
| Philippines: 0.83% | ||||||
| Bank of the Philippine Islands (Financials, Banks) | 936,740 | 1,615,742 | ||||
| International Container Terminal Services Incorporated (Industrials, Transportation infrastructure) | 435,210 | 1,554,013 | ||||
| 3,169,755 | ||||||
| Poland: 0.53% | ||||||
| Powszechny Zaklad Ubezpieczen SA (Financials, Insurance) | 203,157 | 2,031,748 | ||||
| Qatar: 0.76% | ||||||
| Qatar National Bank (Financials, Banks) | 512,942 | 2,888,028 | ||||
| Russia: 6.39% | ||||||
| Alrosa PJSC (Materials, Metals & mining) | 2,014,160 | 3,560,558 | ||||
| Detsky Mir PJSC (Consumer discretionary, Multiline retail) | 1,077,930 | 2,078,395 | ||||
| Fix Price Group Limited GDR (Consumer discretionary, Specialty retail) | 220,629 | 1,921,679 | ||||
| Lukoil PJSC ADR (Energy, Oil, gas & consumable fuels) | 38,883 | 3,966,066 | ||||
| Mobile TeleSystems PJSC (Communication services, Wireless telecommunication services) | 518,030 | 2,271,302 | ||||
| Moscow Exchange MICEX-RTS PJSC (Financials, Capital markets) | 1,272,530 | 3,114,488 | ||||
| Rosneft Oil Company PJSC (Energy, Oil, gas & consumable fuels) | 302,430 | 2,708,529 | ||||
| Sberbank PJSC ADR (Financials, Banks) | 239,911 | 4,803,018 | ||||
| 24,424,035 | ||||||
| Saudi Arabia: 1.92% | ||||||
| Jarir Marketing Company (Consumer discretionary, Specialty retail) | 52,294 | 2,827,381 | ||||
| National Commercial Bank (Financials, Banks) | 256,496 | 4,506,408 | ||||
| 7,333,789 | ||||||
| Singapore: 0.76% | ||||||
| BOC Aviation Limited (Industrials, Trading companies & distributors) 144A | 332,200 | 2,914,035 | ||||
| South Africa: 3.36% | ||||||
| Absa Group Limited (Financials, Banks) | 282,140 | 2,585,899 | ||||
| Impala Platinum Holdings Limited (Materials, Metals & mining) | 168,832 | 2,188,350 | ||||
| Mr Price Group Limited (Consumer discretionary, Specialty retail) | 128,316 | 1,679,743 | ||||
| Standard Bank Group Limited (Financials, Banks) | 312,338 | 2,769,227 | ||||
| The Bidvest Group Limited (Industrials, Industrial conglomerates) | 289,065 | 3,621,876 | ||||
| 12,845,095 | ||||||
| South Korea: 9.14% | ||||||
| Doosan Bobcat Incorporated (Industrials, Machinery) † | 80,557 | 2,623,075 | ||||
| Hana Financial Group Incorporated (Financials, Banks) | 101,805 | 3,920,436 | ||||
| Kangwon Land Incorporated (Consumer discretionary, Hotels, restaurants & leisure) † | 123,288 | 2,933,042 | ||||
| KB Financial Group Incorporated (Financials, Banks) | 110,238 | 5,339,498 | ||||
| Kia Corporation (Consumer discretionary, Automobiles) | 30,289 | 2,205,805 | ||||
| Samsung Electronics Company Limited (Information technology, Technology hardware, storage & peripherals) | 192,431 | 11,494,317 |
The accompanying notes are an integral part of these financial statements.
Allspring Emerging Markets Equity Income Fund | 13
Portfolio of investments—October 31, 2021
| Shares | Value | |||||
| South Korea: (continued) | ||||||
| Samsung Fire & Marine Insurance Company Limited (Financials, Insurance) | 14,730 | $ 2,911,839 | ||||
| SK Telecom Company Limited (Communication services, Wireless telecommunication services) ♦ | 13,161 | 3,485,798 | ||||
| 34,913,810 | ||||||
| Taiwan: 14.02% | ||||||
| Advantech Company Limited (Information technology, Technology hardware, storage & peripherals) | 252,000 | 3,289,498 | ||||
| CTBC Financial Holding Company Limited (Financials, Banks) | 3,346,000 | 2,791,492 | ||||
| Giant Manufacturing Company Limited (Consumer discretionary, Leisure products) | 195,000 | 2,261,449 | ||||
| Hon Hai Precision Industry Company Limited (Information technology, Electronic equipment, instruments & components) | 1,195,704 | 4,600,763 | ||||
| Lite-On Technology Corporation (Information technology, Technology hardware, storage & peripherals) | 909,000 | 2,003,765 | ||||
| Mediatek Incorporated (Information technology, Semiconductors & semiconductor equipment) | 73,000 | 2,396,713 | ||||
| Quanta Computer Incorporated (Information technology, Technology hardware, storage & peripherals) | 887,000 | 2,487,944 | ||||
| Taiwan Semiconductor Manufacturing Company Limited (Information technology, Semiconductors & semiconductor equipment) | 1,259,000 | 26,711,617 | ||||
| Unimicron Technology Corporation (Information technology, Electronic equipment, instruments & components) | 553,000 | 3,778,341 | ||||
| United Microelectronics Corporation (Information technology, Semiconductors & semiconductor equipment) | 1,555,000 | 3,243,253 | ||||
| 53,564,835 | ||||||
| Thailand: 2.25% | ||||||
| Bangkok Bank PCL (Financials, Banks) | 1,085,800 | 4,008,453 | ||||
| Supalai PCL (Real estate, Real estate management & development) | 2,879,200 | 2,030,386 | ||||
| Tisco Financial Group PCL (Financials, Banks) | 918,500 | 2,553,503 | ||||
| 8,592,342 | ||||||
| United Arab Emirates: 1.54% | ||||||
| Abu Dhabi Commercial Bank PJSC (Financials, Banks) | 1,594,845 | 3,603,777 | ||||
| Aldar Properties PJSC (Real estate, Real estate management & development) | 2,084,987 | 2,294,093 | ||||
| 5,897,870 | ||||||
| Total Common stocks (Cost $291,380,351) | 360,746,495 |
| Dividend yield | ||||||
| Preferred stocks: 2.98% | ||||||
| Brazil: 0.52% | ||||||
| Itaúsa SA (Financials, Banks) | 3.28% | 1,086,019 | 1,972,376 | |||
| South Korea: 2.46% | ||||||
| LG Chem Limited (Materials, Chemicals) | 2.79 | 12,808 | 4,203,387 | |||
| Samsung Electronics Company Limited (Information technology, Technology hardware, storage & peripherals) | 2.31 | 94,605 | 5,181,396 | |||
| 9,384,783 | ||||||
| Total Preferred stocks (Cost $9,187,472) | 11,357,159 |
The accompanying notes are an integral part of these financial statements.
14 | Allspring Emerging Markets Equity Income Fund
Portfolio of investments—October 31, 2021
| Yield | Shares | Value | ||||
| Short-term investments: 1.77% | ||||||
| Investment companies: 1.77% | ||||||
| Allspring Government Money Market Fund Select Class ♠∞ | 0.03% | 6,771,617 | $ 6,771,617 | |||
| Total Short-term investments (Cost $6,771,617) | 6,771,617 | |||||
| Total investments in securities (Cost $307,339,440) | 99.20% | 378,875,271 | ||||
| Other assets and liabilities, net | 0.80 | 3,057,796 | ||||
| Total net assets | 100.00% | $381,933,067 |
| † | Non-income-earning security |
| 144A | The security may be resold in transactions exempt from registration, normally to qualified institutional buyers, pursuant to Rule 144A under the Securities Act of 1933. |
| ♦ | The security is fair valued in accordance with procedures approved by the Board of Trustees. |
| ♠ | The issuer of the security is an affiliated person of the Fund as defined in the Investment Company Act of 1940. |
| ∞ | The rate represents the 7-day annualized yield at period end. |
| Abbreviations: | |
| ADR | American depositary receipt |
| GDR | Global depositary receipt |
| REIT | Real estate investment trust |
Investments in affiliates
An affiliated investment is an investment in which the Fund owns at least 5% of the outstanding voting shares of the issuer or as a result of other relationships, such as the Fund and the issuer having the same investment manager. Transactions with issuers that were either affiliates of the Fund at the beginning of the period or the end of the period were as follows:
| Value, beginning of period | Purchases | Sales proceeds | Net realized gains (losses) | Net change in unrealized gains (losses) | Value, end of period | Shares, end of period | Income from affiliated securities | |
| Short-term investments | ||||||||
| Allspring Government Money Market Fund Select Class | $13,498,167 | $203,118,834 | $(209,845,384) | $0 | $0 | $6,771,617 | 6,771,617 | $2,861 |
The accompanying notes are an integral part of these financial statements.
Allspring Emerging Markets Equity Income Fund | 15
Statement of assets and liabilities—October 31, 2021
| Assets | |
Investments in unaffiliated securities, at value (cost $300,567,823) | $ 372,103,654 |
Investments in affiliated securities, at value (cost $6,771,617) | 6,771,617 |
Foreign currency, at value (cost $1,796,156) | 1,794,600 |
Receivable for investments sold | 1,427,206 |
Receivable for dividends | 710,563 |
Receivable for Fund shares sold | 498,717 |
Prepaid expenses and other assets | 32,771 |
Total assets | 383,339,128 |
| Liabilities | |
Payable for investments purchased | 580,325 |
Contingent tax liability | 340,230 |
Management fee payable | 302,158 |
Payable for Fund shares redeemed | 86,117 |
Administration fees payable | 46,133 |
Distribution fees payable | 4,690 |
Accrued expenses and other liabilities | 46,408 |
Total liabilities | 1,406,061 |
Total net assets | $381,933,067 |
| Net assets consist of | |
Paid-in capital | $ 336,801,804 |
Total distributable earnings | 45,131,263 |
Total net assets | $381,933,067 |
| Computation of net asset value and offering price per share | |
Net assets – Class A | $ 94,151,824 |
Shares outstanding – Class A1 | 7,431,399 |
Net asset value per share – Class A | $12.67 |
Maximum offering price per share – Class A2 | $13.44 |
Net assets – Class C | $ 7,203,345 |
Shares outstanding – Class C1 | 571,977 |
Net asset value per share – Class C | $12.59 |
Net assets – Class R | $ 147,851 |
Shares outstanding – Class R1 | 11,638 |
Net asset value per share – Class R | $12.70 |
Net assets – Class R6 | $ 43,760,634 |
Shares outstanding – Class R61 | 3,453,308 |
Net asset value per share – Class R6 | $12.67 |
Net assets – Administrator Class | $ 2,483,992 |
Shares outstanding – Administrator Class1 | 194,435 |
Net asset value per share – Administrator Class | $12.78 |
Net assets – Institutional Class | $ 234,185,421 |
Shares outstanding – Institutional Class1 | 18,443,428 |
Net asset value per share – Institutional Class | $12.70 |
| 1 | The Fund has an unlimited number of authorized shares. |
| 2 | Maximum offering price is computed as 100/94.25 of net asset value. On investments of $50,000 or more, the offering price is reduced. |
The accompanying notes are an integral part of these financial statements.
16 | Allspring Emerging Markets Equity Income Fund
Statement of operations—year ended October 31, 2021
| Investment income | |
Dividends (net of foreign withholdings taxes of $1,629,883) | $ 13,564,078 |
Income from affiliated securities | 2,861 |
Total investment income | 13,566,939 |
| Expenses | |
Management fee | 4,207,882 |
| Administration fees | |
Class A | 209,738 |
Class C | 18,123 |
Class R | 281 |
Class R6 | 16,005 |
Administrator Class | 4,070 |
Institutional Class | 306,319 |
| Shareholder servicing fees | |
Class A | 249,689 |
Class C | 21,551 |
Class R | 334 |
Administrator Class | 7,309 |
| Distribution fees | |
Class C | 64,652 |
Class R | 288 |
Custody and accounting fees | 237,945 |
Professional fees | 54,515 |
Registration fees | 82,781 |
Shareholder report expenses | 39,843 |
Trustees’ fees and expenses | 19,219 |
Other fees and expenses | 29,572 |
Total expenses | 5,570,116 |
| Less: Fee waivers and/or expense reimbursements | |
Fund-level | (132,356) |
Class A | (57,650) |
Class C | (3,340) |
Class R | (21) |
Administrator Class | (1,252) |
Institutional Class | (104,835) |
Net expenses | 5,270,662 |
Net investment income | 8,296,277 |
| Realized and unrealized gains (losses) on investments | |
Net realized gains on investments | 68,320,342 |
Net change in unrealized gains (losses) on investments | 16,066,445 |
Net realized and unrealized gains (losses) on investments | 84,386,787 |
Net increase in net assets resulting from operations | $92,683,064 |
The accompanying notes are an integral part of these financial statements.
Allspring Emerging Markets Equity Income Fund | 17
Statement of changes in net assets
| Year ended October 31, 2021 | Year ended October 31, 2020 | |||
| Operations | ||||
Net investment income | $ 8,296,277 | $ 9,934,893 | ||
Payment from affiliate | 0 | 307 | ||
Net realized gains (losses) on investments | 68,320,342 | (68,712,761) | ||
Net change in unrealized gains (losses) on investments | 16,066,445 | (850,161) | ||
Net increase (decrease) in net assets resulting from operations | 92,683,064 | (59,627,722) | ||
| Distributions to shareholders from | ||||
| Net investment income and net realized gains | ||||
Class A | (1,815,822) | (1,690,538) | ||
Class C | (86,823) | (134,238) | ||
Class R | (2,237) | (1,874) | ||
Class R6 | (1,047,303) | (1,983,911) | ||
Administrator Class | (55,433) | (93,407) | ||
Institutional Class | (5,118,536) | (6,887,065) | ||
Total distributions to shareholders | (8,126,154) | (10,791,033) | ||
| Capital share transactions | Shares | Shares | ||
| Proceeds from shares sold | ||||
Class A | 1,007,163 | 12,778,224 | 945,688 | 9,718,414 |
Class C | 24,208 | 305,344 | 45,343 | 480,559 |
Class R | 2,727 | 35,135 | 2,230 | 22,366 |
Class R6 | 789,278 | 10,380,352 | 867,814 | 8,492,106 |
Administrator Class | 10,239 | 134,667 | 41,458 | 415,898 |
Institutional Class | 3,768,349 | 48,968,405 | 9,817,292 | 95,360,951 |
| 72,602,127 | 114,490,294 | |||
| Reinvestment of distributions | ||||
Class A | 135,125 | 1,742,187 | 157,763 | 1,629,799 |
Class C | 6,508 | 84,006 | 11,657 | 121,723 |
Class R | 128 | 1,659 | 126 | 1,312 |
Class R6 | 69,164 | 885,955 | 161,975 | 1,682,407 |
Administrator Class | 3,863 | 49,867 | 8,405 | 88,277 |
Institutional Class | 375,925 | 4,850,418 | 609,531 | 6,435,859 |
| 7,614,092 | 9,959,377 | |||
| Payment for shares redeemed | ||||
Class A | (1,834,330) | (23,666,313) | (2,941,319) | (30,083,007) |
Class C | (251,718) | (3,211,029) | (430,818) | (4,341,892) |
Class R | (724) | (9,313) | (1,347) | (13,873) |
Class R6 | (4,563,257) | (57,951,588) | (1,305,123) | (13,709,656) |
Administrator Class | (188,603) | (2,409,337) | (163,206) | (1,666,880) |
Institutional Class | (5,291,953) | (68,234,275) | (34,467,483) | (335,110,233) |
| (155,481,855) | (384,925,541) | |||
| Net asset value of shares issued in acquisitions | ||||
Class A | 0 | 0 | 8,175,872 | 91,018,144 |
Class C | 0 | 0 | 94,417 | 1,044,435 |
Administrator Class | 0 | 0 | 67,995 | 763,172 |
Institutional Class | 0 | 0 | 1,739,066 | 19,405,947 |
| 0 | 112,231,698 | |||
Net decrease in net assets resulting from capital share transactions | (75,265,636) | (148,244,172) | ||
Total increase (decrease) in net assets | 9,291,274 | (218,662,927) | ||
| Net assets | ||||
Beginning of period | 372,641,793 | 591,304,720 | ||
End of period | $ 381,933,067 | $ 372,641,793 | ||
The accompanying notes are an integral part of these financial statements.
18 | Allspring Emerging Markets Equity Income Fund
Financial highlights
(For a share outstanding throughout each period)
| Year ended October 31 | |||||
| Class A | 2021 | 2020 | 2019 | 2018 | 2017 |
Net asset value, beginning of period | $10.33 | $11.21 | $10.33 | $11.68 | $10.27 |
Net investment income | 0.24 | 0.20 | 0.24 | 0.27 | 0.18 1 |
Net realized and unrealized gains (losses) on investments | 2.34 | (0.85) | 0.86 | (1.36) | 1.43 |
Total from investment operations | 2.58 | (0.65) | 1.10 | (1.09) | 1.61 |
| Distributions to shareholders from | |||||
Net investment income | (0.24) | (0.23) | (0.22) | (0.26) | (0.20) |
Net asset value, end of period | $12.67 | $10.33 | $11.21 | $10.33 | $11.68 |
Total return2 | 24.93% | (5.83)% | 10.78% | (9.47)% | 15.79% |
| Ratios to average net assets (annualized) | |||||
Gross expenses | 1.63% | 1.65% | 1.69% | 1.67% | 1.68% |
Net expenses | 1.54% | 1.52% | 1.62% | 1.62% | 1.63% |
Net investment income | 1.88% | 2.10% | 2.12% | 2.30% | 1.72% |
| Supplemental data | |||||
Portfolio turnover rate | 73% | 92% | 73% | 69% | 80% |
Net assets, end of period (000s omitted) | $94,152 | $83,889 | $20,017 | $19,684 | $22,774 |
| 1 | Calculated based upon average shares outstanding |
| 2 | Total return calculations do not include any sales charges. |
The accompanying notes are an integral part of these financial statements.
Allspring Emerging Markets Equity Income Fund | 19
Financial highlights
(For a share outstanding throughout each period)
| Year ended October 31 | |||||
| Class C | 2021 | 2020 | 2019 | 2018 | 2017 |
Net asset value, beginning of period | $10.26 | $11.15 | $10.27 | $11.63 | $10.23 |
Net investment income | 0.11 | 0.11 | 0.15 | 0.18 | 0.13 |
Net realized and unrealized gains (losses) on investments | 2.36 | (0.85) | 0.87 | (1.35) | 1.39 |
Total from investment operations | 2.47 | (0.74) | 1.02 | (1.17) | 1.52 |
| Distributions to shareholders from | |||||
Net investment income | (0.14) | (0.15) | (0.14) | (0.19) | (0.12) |
Net asset value, end of period | $12.59 | $10.26 | $11.15 | $10.27 | $11.63 |
Total return1 | 24.00% | (6.69)% | 10.01% | (10.20)% | 14.91% |
| Ratios to average net assets (annualized) | |||||
Gross expenses | 2.37% | 2.40% | 2.44% | 2.42% | 2.42% |
Net expenses | 2.30% | 2.31% | 2.37% | 2.37% | 2.38% |
Net investment income | 1.07% | 1.03% | 1.30% | 1.53% | 1.18% |
| Supplemental data | |||||
Portfolio turnover rate | 73% | 92% | 73% | 69% | 80% |
Net assets, end of period (000s omitted) | $7,203 | $8,138 | $11,958 | $13,896 | $16,898 |
| 1 | Total return calculations do not include any sales charges. |
The accompanying notes are an integral part of these financial statements.
20 | Allspring Emerging Markets Equity Income Fund
Financial highlights
(For a share outstanding throughout each period)
| Year ended October 31 | |||||
| Class R | 2021 | 2020 | 2019 | 2018 | 2017 |
Net asset value, beginning of period | $10.36 | $11.22 | $10.34 | $11.71 | $10.30 |
Net investment income | 0.22 | 0.17 | 0.20 | 0.24 | 0.18 |
Payment from affiliate | 0.00 | 0.03 | 0.00 | 0.00 | 0.00 |
Net realized and unrealized gains (losses) on investments | 2.33 | (0.85) | 0.88 | (1.37) | 1.40 |
Total from investment operations | 2.55 | (0.65) | 1.08 | (1.13) | 1.58 |
| Distributions to shareholders from | |||||
Net investment income | (0.21) | (0.21) | (0.20) | (0.24) | (0.17) |
Net asset value, end of period | $12.70 | $10.36 | $11.22 | $10.34 | $11.71 |
Total return | 24.58% | (5.82)% 1 | 10.61% | (9.70)% | 15.39% |
| Ratios to average net assets (annualized) | |||||
Gross expenses | 1.85% | 1.84% | 1.93% | 1.94% | 1.91% |
Net expenses | 1.80% | 1.78% | 1.87% | 1.87% | 1.87% |
Net investment income | 1.66% | 1.65% | 1.97% | 2.64% | 1.69% |
| Supplemental data | |||||
Portfolio turnover rate | 73% | 92% | 73% | 69% | 80% |
Net assets, end of period (000s omitted) | $148 | $98 | $95 | $92 | $32 |
| 1 | During the year ended October 31, 2020, the Fund received a payment from an affiliate which had a 0.29% impact on the total return. See Note 4 in the Notes to Financial Statements for additional information. |
The accompanying notes are an integral part of these financial statements.
Allspring Emerging Markets Equity Income Fund | 21
Financial highlights
(For a share outstanding throughout each period)
| Year ended October 31 | |||||
| Class R6 | 2021 | 2020 | 2019 | 2018 | 2017 |
Net asset value, beginning of period | $10.33 | $11.23 | $10.34 | $11.69 | $10.29 |
Net investment income | 0.26 | 0.24 | 0.31 1 | 0.32 | 0.33 1 |
Net realized and unrealized gains (losses) on investments | 2.37 | (0.87) | 0.85 | (1.35) | 1.32 |
Total from investment operations | 2.63 | (0.63) | 1.16 | (1.03) | 1.65 |
| Distributions to shareholders from | |||||
Net investment income | (0.29) | (0.27) | (0.27) | (0.32) | (0.25) |
Net asset value, end of period | $12.67 | $10.33 | $11.23 | $10.34 | $11.69 |
Total return | 25.44% | (5.60)% | 11.34% | (9.05)% | 16.25% |
| Ratios to average net assets (annualized) | |||||
Gross expenses | 1.19% | 1.22% | 1.26% | 1.24% | 1.20% |
Net expenses | 1.15% | 1.16% | 1.17% | 1.17% | 1.17% |
Net investment income | 2.00% | 2.27% | 2.81% | 2.58% | 2.96% |
| Supplemental data | |||||
Portfolio turnover rate | 73% | 92% | 73% | 69% | 80% |
Net assets, end of period (000s omitted) | $43,761 | $73,969 | $83,481 | $36,597 | $57,765 |
| 1 | Calculated based upon average shares outstanding |
The accompanying notes are an integral part of these financial statements.
22 | Allspring Emerging Markets Equity Income Fund
Financial highlights
(For a share outstanding throughout each period)
| Year ended October 31 | |||||
| Administrator Class | 2021 | 2020 | 2019 | 2018 | 2017 |
Net asset value, beginning of period | $10.41 | $11.31 | $10.41 | $11.76 | $10.32 |
Net investment income | 0.22 1 | 0.20 1 | 0.25 1 | 0.22 1 | 0.18 1 |
Net realized and unrealized gains (losses) on investments | 2.40 | (0.87) | 0.89 | (1.29) | 1.46 |
Total from investment operations | 2.62 | (0.67) | 1.14 | (1.07) | 1.64 |
| Distributions to shareholders from | |||||
Net investment income | (0.25) | (0.23) | (0.24) | (0.28) | (0.20) |
Net asset value, end of period | $12.78 | $10.41 | $11.31 | $10.41 | $11.76 |
Total return | 25.03% | (5.89)% | 11.01% | (9.29)% | 15.99% |
| Ratios to average net assets (annualized) | |||||
Gross expenses | 1.52% | 1.56% | 1.61% | 1.57% | 1.58% |
Net expenses | 1.45% | 1.45% | 1.45% | 1.45% | 1.45% |
Net investment income | 1.75% | 1.92% | 2.24% | 1.86% | 1.73% |
| Supplemental data | |||||
Portfolio turnover rate | 73% | 92% | 73% | 69% | 80% |
Net assets, end of period (000s omitted) | $2,484 | $3,842 | $4,686 | $4,758 | $13,940 |
| 1 | Calculated based upon average shares outstanding |
The accompanying notes are an integral part of these financial statements.
Allspring Emerging Markets Equity Income Fund | 23
Financial highlights
(For a share outstanding throughout each period)
| Year ended October 31 | |||||
| Institutional Class | 2021 | 2020 | 2019 | 2018 | 2017 |
Net asset value, beginning of period | $10.35 | $11.24 | $10.35 | $11.70 | $10.30 |
Net investment income | 0.28 | 0.19 1 | 0.28 | 0.32 | 0.25 |
Net realized and unrealized gains (losses) on investments | 2.35 | (0.82) | 0.87 | (1.36) | 1.39 |
Total from investment operations | 2.63 | (0.63) | 1.15 | (1.04) | 1.64 |
| Distributions to shareholders from | |||||
Net investment income | (0.28) | (0.26) | (0.26) | (0.31) | (0.24) |
Net asset value, end of period | $12.70 | $10.35 | $11.24 | $10.35 | $11.70 |
Total return | 25.27% | (5.63)% | 11.24% | (9.11)% | 16.11% |
| Ratios to average net assets (annualized) | |||||
Gross expenses | 1.30% | 1.33% | 1.36% | 1.34% | 1.33% |
Net expenses | 1.22% | 1.22% | 1.22% | 1.22% | 1.23% |
Net investment income | 2.21% | 1.85% | 2.54% | 2.73% | 2.32% |
| Supplemental data | |||||
Portfolio turnover rate | 73% | 92% | 73% | 69% | 80% |
Net assets, end of period (000s omitted) | $234,185 | $202,705 | $471,068 | $452,650 | $514,624 |
| 1 | Calculated based upon average shares outstanding |
The accompanying notes are an integral part of these financial statements.
24 | Allspring Emerging Markets Equity Income Fund
Notes to financial statements
1. ORGANIZATION
Allspring Funds Trust (the "Trust"), a Delaware statutory trust organized on March 10, 1999, is an open-end management investment company registered under the Investment Company Act of 1940, as amended (the "1940 Act"). As an investment company, the Trust follows the accounting and reporting guidance in Financial Accounting Standards Board ("FASB") Accounting Standards Codification Topic 946, Financial Services – Investment Companies. These financial statements report on the Allspring Emerging Markets Equity Income Fund (the "Fund") which is a diversified series of the Trust.
On February 23, 2021, Wells Fargo & Company announced that it has entered into a definitive agreement to sell Wells Fargo Asset Management ("WFAM") to GTCR LLC and Reverence Capital Partners, L.P. WFAM is the trade name used by the asset management businesses of Wells Fargo & Company and includes Wells Fargo Funds Management, LLC, the investment manager to the Fund, Wells Capital Management, LLC and Wells Fargo Asset Management (International) Limited, both registered investment advisers providing subadvisory services to certain funds, and Wells Fargo Funds Distributor, LLC, the Fund's principal underwriter. As part of the transaction, Wells Fargo & Company will own a 9.9% equity interest and will continue to serve as an important client and distribution partner.
Consummation of the transaction will result in the automatic termination of the Fund’s investment management agreement and subadvisory agreement. The Fund’s Board of Trustees approved a new investment management agreement and a new subadvisory agreement which were submitted to the Fund’s shareholders for approval at a Special Meeting of Shareholders held on October 15, 2021. Shareholders of record of the Fund at the close of business on May 28, 2021 approved the new agreements which will take effect upon the closing of the transaction.
As more fully discussed in Note 12, the transaction closed on November 1, 2021 and the investment manager, subadvisers and distributor changed their names to Allspring Funds Management, LLC, Allspring Global Investments, LLC, Allspring Global Investments (UK) Limited and Allspring Funds Distributor, LLC, respectively. While these name changes occurred after the end of the period, throughout this report, the new names have been used.
The Board of Trustees of the Wells Fargo Funds voted on July 15, 2021 to approve a change to the Fund's name to remove "Wells Fargo" from the name and replace it with "Allspring", effective December 6, 2021.
2. SIGNIFICANT ACCOUNTING POLICIES
The following significant accounting policies, which are consistently followed in the preparation of the financial statements of the Fund, are in conformity with U.S. generally accepted accounting principles which require management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of income and expenses during the reporting period. Actual results could differ from those estimates.
Securities valuation
All investments are valued each business day as of the close of regular trading on the New York Stock Exchange (generally 4 p.m. Eastern Time), although the Fund may deviate from this calculation time under unusual or unexpected circumstances.
Equity securities that are listed on a foreign or domestic exchange or market are valued at the official closing price or, if none, the last sales price. If no sale occurs on the principal exchange or market that day, a fair value price will be determined in accordance with the Fund’s Valuation Procedures.
The values of securities denominated in foreign currencies are translated into U.S. dollars at rates provided by an independent foreign currency pricing source at a time each business day specified by the Allspring Global Investments Pricing Committee at Allspring Funds Management, LLC ("Allspring Funds Management").
Many securities markets and exchanges outside the U.S. close prior to the close of the New York Stock Exchange and therefore may not fully reflect trading or events that occur after the close of the principal exchange in which the foreign securities are traded, but before the close of the New York Stock Exchange. If such trading or events are expected to materially affect the value of such securities, then fair value pricing procedures approved by the Board of Trustees of the Fund are applied. These procedures take into account multiple factors including movements in U.S. securities markets after foreign exchanges close. Foreign securities that are fair valued under these procedures are categorized as Level 2 and the application of these procedures may result in transfers between Level 1 and Level 2. Depending on market activity, such fair valuations may be frequent. Such fair value pricing may result in net asset values that are higher or lower than net asset values based on the last reported sales price or latest quoted bid price. On October 31, 2021, such fair value pricing was used in pricing certain foreign securities.
Allspring Emerging Markets Equity Income Fund | 25
Notes to financial statements
Forward foreign currency contracts are recorded at the forward rate provided by an independent foreign currency pricing source at a time each business day specified by the Allspring Global Investments Pricing Committee.
Investments in registered open-end investment companies are valued at net asset value.
Investments which are not valued using any of the methods discussed above are valued at their fair value, as determined in good faith by the Board of Trustees. The Board of Trustees has established a Valuation Committee comprised of the Trustees and has delegated to it the authority to take any actions regarding the valuation of portfolio securities that the Valuation Committee deems necessary or appropriate, including determining the fair value of portfolio securities, unless the determination has been delegated to the Allspring Global Investments Pricing Committee. The Board of Trustees retains the authority to make or ratify any valuation decisions or approve any changes to the Valuation Procedures as it deems appropriate. On a quarterly basis, the Board of Trustees receives reports on any valuation actions taken by the Valuation Committee or the Allspring Global Investments Pricing Committee which may include items for ratification.
Foreign currency translation
The accounting records of the Fund are maintained in U.S. dollars. The values of other assets and liabilities denominated in foreign currencies are translated into U.S. dollars at rates provided by an independent foreign currency pricing source at a time each business day specified by the Allspring Global Investments Pricing Committee. Purchases and sales of securities, and income and expenses are converted at the rate of exchange on the respective dates of such transactions. Net realized foreign exchange gains or losses arise from sales of foreign currencies, currency gains or losses realized between the trade and settlement dates on securities transactions, and the difference between the amounts of dividends, interest and foreign withholding taxes recorded and the U.S. dollar equivalent of the amounts actually paid or received. Net unrealized foreign exchange gains and losses arise from changes in the fair value of assets and liabilities other than investments in securities resulting from changes in exchange rates. The changes in net assets arising from changes in exchange rates of securities and the changes in net assets resulting from changes in market prices of securities are not separately presented. Such changes are included in net realized and unrealized gains or losses from investments.
Forward foreign currency contracts
A forward foreign currency contract is an agreement between two parties to purchase or sell a specific currency for an agreed-upon price at a future date. The Fund enters into forward foreign currency contracts to facilitate transactions in foreign-denominated securities and to attempt to minimize the risk to the Fund from adverse changes in the relationship between currencies. Forward foreign currency contracts are recorded at the forward rate and marked-to-market daily. When the contracts are closed, realized gains and losses arising from such transactions are recorded as realized gains or losses on forward foreign currency contracts. The Fund is subject to foreign currency risk and may be exposed to risks if the counterparties to the contracts are unable to meet the terms of their contracts or if the value of the foreign currency changes unfavorably. The Fund's maximum risk of loss from counterparty credit risk is the unrealized gains on the contracts. This risk may be mitigated if there is a master netting arrangement between the Fund and the counterparty.
Security transactions and income recognition
Securities transactions are recorded on a trade date basis. Realized gains or losses are recorded on the basis of identified cost.
Dividend income is recognized on the ex-dividend date, except for certain dividends from foreign securities, which are recorded as soon as the custodian verifies the ex-dividend date. Dividend income is recorded net of foreign taxes withheld where recovery of such taxes is not assured.
Distributions to shareholders
Distributions to shareholders are recorded on the ex-dividend date and paid from net investment income monthly and any net realized gains are paid at least annually. Such distributions are determined in accordance with income tax regulations and may differ from U.S. generally accepted accounting principles. Dividend sources are estimated at the time of declaration. The tax character of distributions is determined as of the Fund's fiscal year end. Therefore, a portion of the Fund's distributions made prior to the Fund’s fiscal year end may be categorized as a tax return of capital at year end.
Federal and other taxes
The Fund intends to continue to qualify as a regulated investment company by distributing substantially all of its investment company taxable income and any net realized capital gains (after reduction for capital loss carryforwards) sufficient to relieve it from all, or substantially all, federal income taxes. Accordingly, no provision for federal income taxes was required.
The Fund’s income and federal excise tax returns and all financial records supporting those returns for the prior three fiscal years are subject to examination by the federal and Delaware revenue authorities. Management has analyzed the Fund's tax
26 | Allspring Emerging Markets Equity Income Fund
Notes to financial statements
positions taken on federal, state, and foreign tax returns for all open tax years and does not believe that there are any uncertain tax positions that require recognition of a tax liability.
As of October 31, 2021, the aggregate cost of all investments for federal income tax purposes was $311,008,131 and the unrealized gains (losses) consisted of:
| Gross unrealized gains | $ 80,385,616 |
| Gross unrealized losses | (12,518,476) |
| Net unrealized gains | $ 67,867,140 |
As of October 31, 2021, the Fund had capital loss carryforwards which consisted of $23,500,665 in short-term capital losses.
Class allocations
The separate classes of shares offered by the Fund differ principally in applicable sales charges, distribution, shareholder servicing, and administration fees. Class specific expenses are charged directly to that share class. Investment income, common fund-level expenses, and realized and unrealized gains (losses) on investments are allocated daily to each class of shares based on the relative proportion of net assets of each class.
3. FAIR VALUATION MEASUREMENTS
Fair value measurements of investments are determined within a framework that has established a fair value hierarchy based upon the various data inputs utilized in determining the value of the Fund’s investments. The three-level hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The Fund’s investments are classified within the fair value hierarchy based on the lowest level of input that is significant to the fair value measurement. The inputs are summarized into three broad levels as follows:
| ■ | Level 1 – quoted prices in active markets for identical securities |
| ■ | Level 2 – other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.) |
| ■ | Level 3 – significant unobservable inputs (including the Fund’s own assumptions in determining the fair value of investments) |
The inputs or methodologies used for valuing investments in securities are not necessarily an indication of the risk associated with investing in those securities.
Allspring Emerging Markets Equity Income Fund | 27
Notes to financial statements
The following is a summary of the inputs used in valuing the Fund’s assets and liabilities as of October 31, 2021:
| Quoted prices (Level 1) | Other significant observable inputs (Level 2) | Significant unobservable inputs (Level 3) | Total | |
| Assets | ||||
| Investments in: | ||||
| Common stocks | ||||
| Brazil | $ 8,774,484 | $ 0 | $0 | $ 8,774,484 |
| Chile | 6,158,640 | 0 | 0 | 6,158,640 |
| China | 98,831,513 | 0 | 0 | 98,831,513 |
| Hong Kong | 9,508,130 | 0 | 0 | 9,508,130 |
| India | 45,594,128 | 0 | 0 | 45,594,128 |
| Indonesia | 7,163,854 | 0 | 0 | 7,163,854 |
| Malaysia | 6,605,751 | 0 | 0 | 6,605,751 |
| Mexico | 8,039,345 | 0 | 0 | 8,039,345 |
| Netherlands | 5,068,022 | 0 | 0 | 5,068,022 |
| Panama | 2,755,898 | 0 | 0 | 2,755,898 |
| Peru | 3,671,388 | 0 | 0 | 3,671,388 |
| Philippines | 3,169,755 | 0 | 0 | 3,169,755 |
| Poland | 2,031,748 | 0 | 0 | 2,031,748 |
| Qatar | 2,888,028 | 0 | 0 | 2,888,028 |
| Russia | 24,424,035 | 0 | 0 | 24,424,035 |
| Saudi Arabia | 7,333,789 | 0 | 0 | 7,333,789 |
| Singapore | 2,914,035 | 0 | 0 | 2,914,035 |
| South Africa | 12,845,095 | 0 | 0 | 12,845,095 |
| South Korea | 31,428,012 | 3,485,798 | 0 | 34,913,810 |
| Taiwan | 53,564,835 | 0 | 0 | 53,564,835 |
| Thailand | 8,592,342 | 0 | 0 | 8,592,342 |
| United Arab Emirates | 3,603,777 | 2,294,093 | 0 | 5,897,870 |
| Preferred stocks | ||||
| Brazil | 1,972,376 | 0 | 0 | 1,972,376 |
| South Korea | 9,384,783 | 0 | 0 | 9,384,783 |
| Short-term investments | ||||
| Investment companies | 6,771,617 | 0 | 0 | 6,771,617 |
| Total assets | $373,095,380 | $5,779,891 | $0 | $378,875,271 |
Additional sector, industry or geographic detail, if any, is included in the Portfolio of Investments.
For the year ended October 31, 2021, the Fund did not have any transfers into/out of Level 3.
4. TRANSACTIONS WITH AFFILIATES
Management fee
Allspring Funds Management, a wholly owned subsidiary of Allspring Global Investments Holdings, LLC, a holding company indirectly owned by Wells Fargo & Company as of October 31, 2021, is the manager of the Fund and provides advisory and fund-level administrative services under an investment management agreement. Under the investment management agreement, Allspring Funds Management is responsible for, among other services, implementing the investment objectives and strategies of the Fund, supervising the subadviser and providing fund-level administrative services in connection with the Fund’s operations. As compensation for its services under the investment management agreement, Allspring Funds Management is entitled to receive a management fee at the following annual rate based on the Fund’s average daily net assets:
28 | Allspring Emerging Markets Equity Income Fund
Notes to financial statements
| Average daily net assets | Management fee |
| First $1 billion | 1.050% |
| Next $1 billion | 1.025 |
| Next $2 billion | 1.000 |
| Next $1 billion | 0.975 |
| Next $3 billion | 0.965 |
| Next $2 billion | 0.955 |
| Over $10 billion | 0.945 |
For the year ended October 31, 2021, the management fee was equivalent to an annual rate of 1.05% of the Fund’s average daily net assets.
Allspring Funds Management has retained the services of a subadviser to provide daily portfolio management to the Fund. The fee for subadvisory services is borne by Allspring Funds Management. Allspring Global Investments, LLC, an affiliate of Allspring Funds Management and a wholly owned subsidiary of Allspring Global Investments Holdings, LLC, is the subadviser to the Fund and is entitled to receive a fee from Allspring Funds Management at an annual rate starting at 0.65% and declining to 0.45% as the average daily net assets of the Fund increase.
Administration fees
Under a class-level administration agreement, Allspring Funds Management provides class-level administrative services to the Fund, which includes paying fees and expenses for services provided by the transfer agent, sub-transfer agents, omnibus account servicers and record-keepers. As compensation for its services under the class-level administration agreement, Allspring Funds Management receives an annual fee which is calculated based on the average daily net assets of each class as follows:
| Class-level administration fee | |
| Class A | 0.21% |
| Class C | 0.21 |
| Class R | 0.21 |
| Class R6 | 0.03 |
| Administrator Class | 0.13 |
| Institutional Class | 0.13 |
Waivers and/or expense reimbursements
Allspring Funds Management has contractually committed to waive and/or reimburse management and administration fees to the extent necessary to maintain certain net operating expense ratios for the Fund. When each class of the Fund has exceeded its expense cap, Allspring Funds Management will waive fees and/or reimburse expenses from fund-level expenses on a proportionate basis and then from class specific expenses. When only certain classes exceed their expense caps, waivers and/or reimbursements are applied against class specific expenses before fund-level expenses. Allspring Funds Management has contractually committed through February 28, 2022 to waive fees and/or reimburse expenses to the extent necessary to cap expenses. Prior to or after the commitment expiration date, the caps may be increased or the commitment to maintain the caps may be terminated only with the approval of the Board of Trustees. The contractual expense caps are as follows:
Allspring Emerging Markets Equity Income Fund | 29
Notes to financial statements
| Expense ratio caps | |
| Class A | 1.55% |
| Class C | 2.30 |
| Class R | 1.80 |
| Class R6 | 1.17 |
| Administrator Class | 1.45 |
| Institutional Class | 1.22 |
Distribution fees
The Trust has adopted a distribution plan for Class C and Class R shares of the Fund pursuant to Rule 12b-1 under the 1940 Act. Distribution fees are charged to Class C and Class R shares and paid to Allspring Funds Distributor, LLC ("Allspring Funds Distributor"), an affiliate of Allspring Funds Management, the principal underwriter, at an annual rate of 0.75% of the average daily net assets of Class C shares and 0.25% of the average daily net assets of Class R shares.
In addition, Allspring Funds Distributor is entitled to receive the front-end sales charge from the purchase of Class A shares and a contingent deferred sales charge on the redemption of certain Class A shares. Allspring Funds Distributor is also entitled to receive the contingent deferred sales charges from redemptions of Class C shares. For the year ended October 31, 2021, Allspring Funds Distributor received $1,833 from the sale of Class A shares. No contingent deferred sales charges were incurred by Class A and Class C shares for the year ended October 31, 2021.
Shareholder servicing fees
The Trust has entered into contracts with one or more shareholder servicing agents, whereby Class A, Class C, Class R, and Administrator Class of the Fund are charged a fee at an annual rate of 0.25% of the average daily net assets of each respective class. A portion of these total shareholder servicing fees were paid to affiliates.
Interfund transactions
The Fund may purchase or sell portfolio investment securities to certain affiliates pursuant to Rule 17a-7 under the 1940 Act and under procedures adopted by the Board of Trustees. The procedures have been designed to ensure that these interfund transactions, which do not incur broker commissions, are effected at current market prices.
Other transactions
On August 14, 2020, Class R of the Fund was reimbursed by Allspring Funds Management in the amount of $307. The reimbursement was made in connection with resolving certain fee reimbursements.
5. INVESTMENT PORTFOLIO TRANSACTIONS
Purchases and sales of investments, excluding U.S. government obligations (if any) and short-term securities, for the year ended October 31, 2021 were $278,443,195 and $351,276,475, respectively.
30 | Allspring Emerging Markets Equity Income Fund
Notes to financial statements
6. ACQUISITION
After the close of business on December 6, 2019, the Fund acquired the net assets of Wells Fargo Asia Pacific Fund. The purpose of the transaction was to combine two funds with similar investment objectives and strategies. Shareholders holding Class A, Class C, Administrator Class and Institutional Class shares of Wells Fargo Asia Pacific Fund received Class A, Class C, Administrator Class, and Institutional Class shares, respectively, of the Fund in the reorganization. The acquisition was accomplished by a tax-free exchange of all of the shares of Wells Fargo Asia Pacific Fund for 10,077,350 shares of the Fund valued at $112,231,698 at an exchange ratio of 1.01, 0.96, 0.99, and 0.98 for Class A, Class C, Administrator Class, and Institutional Class shares, respectively. The investment portfolio of Wells Fargo Asia Pacific Fund with a fair value of $112,424,413, identified cost of $111,732,421 and unrealized gains of $691,992 at December 6, 2019 were the principal assets acquired by the Fund. The aggregate net assets of Wells Fargo Asia Pacific Fund and the Fund immediately prior to the acquisition were $112,231,698 and $583,919,847, respectively. The aggregate net assets of the Fund immediately after the acquisition were $696,151,545. For financial reporting purposes, assets received and shares issued by the Fund were recorded at fair value; however, the cost basis of the investments received from Wells Fargo Asia Pacific Fund was carried forward to align with ongoing reporting of the Fund’s realized and unrealized gains and losses with amounts distributable to shareholders for tax purposes.
Assuming the acquisition had been completed November 1, 2019, the beginning of the annual reporting period for the Fund, the pro forma results of operations for the year ended October 31, 2020 would have been as follows (unaudited):
| Net investment income | $ 9,980,239 |
| Net realized and unrealized gains (losses) on investments | (52,952,460) |
| Net decrease in net assets resulting from operations | $(42,972,221) |
7. BANK BORROWINGS
The Trust (excluding the money market funds), Allspring Master Trust and Allspring Variable Trust are parties to a $350,000,000 revolving credit agreement whereby the Fund is permitted to use bank borrowings for temporary or emergency purposes, such as to fund shareholder redemption requests. Interest under the credit agreement is charged to the Fund based on a borrowing rate equal to the higher of the Federal Funds rate in effect on that day plus 1.25% or the overnight bank funding rate in effect on that day plus 1.25%. In addition, an annual commitment fee equal to 0.25% of the unused balance is allocated to each participating fund.
For the year ended October 31, 2021, there were no borrowings by the Fund under the agreement.
8. DISTRIBUTIONS TO SHAREHOLDERS
The tax character of distributions paid was $8,126,154 and $10,791,033 of ordinary income for the years ended October 31, 2021 and October 31, 2020, respectively.
As of October 31, 2021, the components of distributable earnings on a tax basis were as follows:
| Undistributed ordinary income | Unrealized gains | Capital loss carryforward |
| $762,939 | $67,869,001 | $(23,500,665) |
9. CONCENTRATION RISKS
As of the end of the period, the Fund concentrated its portfolio of investments in the financials sector and in China and Hong Kong. A fund that invests a substantial portion of its assets in any sector or geographic region may be more affected by changes in that sector or geographic region than would be a fund whose investments are not heavily weighted in any sector or geographic region.
10. INDEMNIFICATION
Under the Fund's organizational documents, the officers and Trustees have been granted certain indemnification rights against certain liabilities that may arise out of performance of their duties to the Fund. The Fund has entered into a separate agreement with each Trustee that converts indemnification rights currently existing under the Fund’s organizational documents into contractual rights that cannot be changed in the future without the consent of the Trustee. Additionally, in the
Allspring Emerging Markets Equity Income Fund | 31
Notes to financial statements
normal course of business, the Fund may enter into contracts with service providers that contain a variety of indemnification clauses. The Fund’s maximum exposure under these arrangements is dependent on future claims that may be made against the Fund and, therefore, cannot be estimated.
11. CORONAVIRUS (COVID-19) PANDEMIC
On March 11, 2020, the World Health Organization announced that it had made the assessment that coronavirus disease 2019 (“COVID-19”) is a pandemic. The impacts of COVID-19 are affecting the entire global economy, individual companies and investment products, the funds, and the market in general. There is significant uncertainty around the extent and duration of business disruptions related to COVID-19 and the impacts may last for an extended period of time. COVID-19 has led to significant uncertainty and volatility in the financial markets.
12. SUBSEQUENT EVENTS
Effective on November 1, 2021, the sale transaction of Wells Fargo Asset Management by Wells Fargo & Company to GTCR LLC and Reverence Capital Partners, L.P. was closed. In connection with the closing of the transaction, Wells Fargo Asset Management became known as Allspring Global Investments (“Allspring”) and various entities that provide services to the Fund changed their names to “Allspring”, including Allspring Funds Management, LLC (formerly Wells Fargo Funds Management, LLC), the investment manager to the Fund, Allspring Global Investments, LLC (formerly Wells Capital Management, LLC) and Allspring Global Investments (UK) Limited (formerly Wells Fargo Asset Management (International) Limited), both registered investment advisers providing subadvisory services to certain funds, and Allspring Funds Distributor, LLC (formerly Wells Fargo Funds Distributor, LLC), the Fund's principal underwriter. These name changes have been reflected within this report.
32 | Allspring Emerging Markets Equity Income Fund
Report of independent registered public accounting firm
To the Shareholders of the Fund and Board of Trustees
Allspring Funds Trust:
Allspring Funds Trust:
Opinion on the Financial Statements
We have audited the accompanying statement of assets and liabilities of Allspring Emerging Markets Equity Income Fund (formerly, Wells Fargo Emerging Markets Equity Income Fund) (the Fund), one of the funds constituting Allspring Funds Trust (formerly, Wells Fargo Funds Trust), including the portfolio of investments, as of October 31, 2021, the related statement of operations for the year then ended, the statements of changes in net assets for each of the years in the two-year period then ended, and the related notes (collectively, the financial statements) and the financial highlights for each of the years in the five-year period then ended. In our opinion, the financial statements and financial highlights present fairly, in all material respects, the financial position of the Fund as of October 31, 2021, the results of its operations for the year then ended, the changes in its net assets for each of the years in the two-year period then ended, and the financial highlights for each of the years in the five-year period then ended, in conformity with U.S. generally accepted accounting principles.
Basis for Opinion
These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Fund in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements and financial highlights, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements and financial highlights. Such procedures also included confirmation of securities owned as of October 31, 2021, by correspondence with the custodian, transfer agent and brokers, or by other appropriate auditing procedures. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements and financial highlights. We believe that our audits provide a reasonable basis for our opinion.
We have not been able to determine the specific year that we began serving as the auditor of one or more Allspring Funds investment companies; however, we are aware that we have served as the auditor of one or more Allspring Funds investment companies since at least 1955.
Boston, Massachusetts
December 23, 2021
Allspring Emerging Markets Equity Income Fund | 33
Other information (unaudited)
TAX INFORMATION
Pursuant to Section 854 of the Internal Revenue Code, $8,126,142 of income dividends paid during the fiscal year ended October 31, 2021 has been designated as qualified dividend income (QDI).
PROXY VOTING INFORMATION
A description of the policies and procedures used to determine how to vote proxies relating to portfolio securities is available without charge, upon request, by calling 1-800-222-8222, visiting our website at allspringglobal.com, or visiting the SEC website at sec.gov. Information regarding how the proxies related to portfolio securities were voted during the most recent 12-month period ended June 30 is available on the website at allspringglobal.com or by visiting the SEC website at sec.gov.
SPECIAL MEETING OF SHAREHOLDERS
On October 15, 2021, a Special Meeting of Shareholders for the Fund was held to consider the following proposals. The results of the proposals are indicated below.
Proposal 1 – To consider and approve a new investment management agreement with Wells Fargo Funds Management, LLC*.
| Shares voted “For” | 14,202,400 |
| Shares voted “Against” | 341,951 |
| Shares voted “Abstain” | 557,835 |
Proposal 2 – To consider and approve a new investment subadvisory agreement with Wells Capital Management, LLC**.
| Shares voted “For” | 14,166,718 |
| Shares voted “Against” | 368,891 |
| Shares voted “Abstain” | 566,577 |
* Effective November 1, 2021, known as Allspring Funds Management, LLC.
** Effective November 1, 2021, known as Allspring Global Investments, LLC.
QUARTERLY PORTFOLIO HOLDINGS INFORMATION
The Fund files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year as an exhibit to its reports on Form N-PORT. Shareholders may view the filed Form N-PORT by visiting the SEC website at sec.gov.
34 | Allspring Emerging Markets Equity Income Fund
Other information (unaudited)
BOARD OF TRUSTEES AND OFFICERS
Each of the Trustees and Officers listed in the table below acts in identical capacities for each fund in the Allspring family of funds, which consists of 139 mutual funds comprising the Allspring Funds Trust, Allspring Variable Trust, Allspring Master Trust and four closed-end funds (collectively the “Fund Complex”). This table should be read in conjunction with the Prospectus and the Statement of Additional Information1. The mailing address of each Trustee and Officer is 525 Market Street, 12th Floor, San Francisco, CA 94105. Each Trustee and Officer serves an indefinite term, however, each Trustee serves such term until reaching the mandatory retirement age established by the Trustees.
Independent Trustees
| Name and year of birth | Position held and length of service* | Principal occupations during past five years or longer | Current other public company or investment company directorships |
| 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 Endowment (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 |
| Isaiah Harris, Jr. (Born 1952) | Trustee, since 2009; Audit Committee Chair, since 2019 | Retired. Chairman of the Board of CIGNA Corporation since 2009, and Director since 2005. 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). Mr. Harris is a certified public accountant (inactive status). | CIGNA Corporation |
| Judith M. Johnson** (Born 1949) | Trustee, since 2008 | Retired. Prior thereto, Chief Executive Officer and Chief Investment Officer of Minneapolis Employees Retirement Fund from 1996 to 2008. Ms. Johnson is an attorney, certified public accountant and a certified managerial accountant. | N/A |
| David F. Larcker (Born 1950) | Trustee, since 2009 | 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 |
Allspring Emerging Markets Equity Income Fund | 35
Other information (unaudited)
| Name and year of birth | Position held and length of service* | Principal occupations during past five years or longer | Current other public company or investment company directorships |
| Olivia S. Mitchell (Born 1953) | Trustee, since 2006; Nominating and Governance Committee Chair, since 2018 | International Foundation of Employee Benefit Plans Professor, Wharton School of the University of Pennsylvania since 1993. 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, Cornell University Professor 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. Member of the Board of Trustees of NorthStar Education Finance, Inc., a non-profit organization, since 2007. | N/A |
| 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 | Board member of the Destination Medical Center Economic Development Agency, Rochester, Minnesota since 2019. Interim President of the McKnight Foundation from January to September 2020. Acting Commissioner, Minnesota Department of Human Services, July 2019 through September 2019. Human Services Manager (part-time), Minnesota Department of Human Services, October 2019 through December 2019. Chief Operating Officer, Twin Cities Habitat for Humanity from 2017 to 2019. Vice President of University Services, University of Minnesota from 2012 to 2016. Prior thereto, on the Board of Directors, Governance Committee and Finance Committee for the Minnesota Philanthropy Partners (Saint Paul Foundation) from 2012 to 2018, Interim Chief Executive Officer of Blue Cross Blue Shield of Minnesota from 2011 to 2012, Chairman of the Board from 2009 to 2012 and Board Director from 2003 to 2015. Vice President, Leadership and Community Engagement, Bush Foundation, Saint Paul, Minnesota (a private foundation) from 2009 to 2011. Executive Vice President and Chief Financial Officer, Minnesota Sports and Entertainment from 2004 to 2009 and Senior Vice President from 2002 to 2004. Executive Vice President of the Minnesota Wild Foundation from 2004 to 2008. Commissioner of Finance, State of Minnesota, from 1999 to 2002. Currently Board Chair of the Minnesota Wild Foundation since 2010. | N/A |
* Length of service dates reflect the Trustee’s commencement of service with the Trust’s predecessor entities, where applicable.
** Ms. Johnson has resigned from the Board effective December 31, 2021.
36 | Allspring Emerging Markets Equity Income Fund
Other information (unaudited)
Officers2
| Name and year of birth | Position held and length of service | Principal occupations during past five years or longer |
| Andrew Owen (Born 1960) | President, since 2017 | President, Chief Executive Officer and Director of Allspring Funds Management, LLC since 2017 and co-president of Galliard Capital Management, LLC, an affiliate of Allspring Funds Management, LLC, since 2019. Prior thereto, 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. In addition, Mr. Owen was an Executive Vice President of Wells Fargo & Company from 2014 to 2021. |
| 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. |
| Kate McKinley (Born 1977) | Chief Legal Officer and Chief Compliance Officer, since 2021 | Chief Legal Officer of Allspring Global Investments since 2021. Prior thereto, held various roles at State Street Global Advisors, Inc. beginning in 2010, including serving as Senior Vice President and General Counsel from 2019 to 2021. Previously served as Assistant General Counsel for Bank of America Corporation from 2005 to 2010 and as an Associate at WilmerHale from 2002 to 2005. |
| Matthew Prasse (Born 1983) | 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 The Statement of Additional Information includes additional information about the Trustees and is available, without charge, upon request, by calling 1-800-222-8222 or by visiting the website at allspringglobal.com.
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.
Allspring Emerging Markets Equity Income Fund | 37
Board considerations (unaudited)
BOARD CONSIDERATION OF INVESTMENT MANAGEMENT AND SUB-ADVISORY AGREEMENTS:
Board Considerations – Current Agreements in Effect Through November 1, 2021
Under the Investment Company Act of 1940 (the “1940 Act”), the Board of Trustees (the “Board”) of Wells Fargo Funds Trust (the “Trust”) must determine annually whether to approve the continuation of the Trust’s investment management and sub-advisory agreements. In this regard, at a Board meeting held on May 17-19, 2021 (the “Meeting”), the Board, all the members of which have no direct or indirect interest in the investment management and sub-advisory agreements and are not “interested persons” of the Trust, as defined in the 1940 Act (the “Independent Trustees”), reviewed and approved for Wells Fargo Emerging Markets Equity Income Fund (the “Fund”): (i) an investment management agreement (the “Management Agreement”) with Wells Fargo Funds Management, LLC (“Funds Management”); and (ii) an investment sub-advisory agreement (the “Sub-Advisory Agreement”) with Wells Capital Management Incorporated (the “Sub-Adviser”), an affiliate of Funds Management. The Management Agreement and the Sub-Advisory Agreement are collectively referred to as the “Advisory Agreements.”
The Board noted that Wells Fargo & Company recently announced that it had entered into a definitive agreement to sell Wells Fargo Asset Management (“WFAM”), which includes Funds Management and the Sub-Adviser, to GTCR LLC and Reverence Capital Partners, L.P. and/or their affiliates (the “Transaction”). The Board further noted that the Transaction would result in a change-of-control of Funds Management and the Sub-Adviser, which would be considered to be an assignment that would result in the termination of the Advisory Agreements. In light of the Transaction, the Board separately considered for approval a new investment management agreement with Funds Management and a new sub-advisory agreement with the Sub-Adviser (the “New Agreements”) that would replace the Advisory Agreements upon consummation of the Transaction, subject to approval of the New Agreements by the Fund’s shareholders. The Board also considered for approval interim agreements to go into effect in the event shareholders do not approve the New Agreements before the Transaction is completed. The interim agreements would allow the Manager and the Sub-Adviser to continue providing services to the Fund while the Fund continues to seek shareholder approval of the New Agreements. The Board noted that the terms of the interim agreements would be identical to those of the current Advisory Agreements, except for the term and certain escrow provisions.
At the Meeting, the Board considered the factors and reached the conclusions described below relating to the selection of Funds Management and the Sub-Adviser and the approval of the Advisory Agreements. Prior to the Meeting, including at Board meetings held in April and May 2021, the Trustees conferred extensively among themselves and with representatives of Funds Management about these matters. Also, the Board has adopted a team-based approach, with each team consisting of a sub-set of Trustees, to assist the full Board in the discharge of its duties in reviewing investment performance and other matters throughout the year. The Independent Trustees were assisted in their evaluation of the Advisory Agreements by independent legal counsel, from whom they received separate legal advice and with whom they met separately.
In providing information to the Board, Funds Management and the Sub-Adviser were guided by a detailed set of requests for information submitted to them by independent legal counsel on behalf of the Independent Trustees at the start of the Board’s annual contract renewal process earlier in 2021. In considering and approving the Advisory Agreements, the Trustees considered the information they believed relevant, including but not limited to the information discussed below. The Board considered not only the specific information presented in connection with the Meeting, but also the knowledge gained over time through interaction with Funds Management and the Sub-Adviser about various topics. In this regard, the Board reviewed reports of Funds Management at each of its quarterly meetings, which included, among other things, portfolio reviews and investment performance reports. In addition, the Board and the teams mentioned above confer with portfolio managers at various times throughout the year. The Board did not identify any particular information or consideration that was all-important or controlling, and each individual Trustee may have attributed different weights to various factors.
After its deliberations, the Board unanimously determined that the compensation payable to Funds Management and the Sub-Adviser under each of the Advisory Agreements was reasonable, and approved the continuation of the Advisory Agreements for a one-year term. The Board considered the approval of the Advisory Agreements for the Fund as part of its consideration of agreements for funds across the complex, but its approvals were made on a fund-by-fund basis. The following summarizes a number of important, but not necessarily all, factors considered by the Board in support of its approvals.
Nature, extent and quality of services
The Board received and considered various information regarding the nature, extent and quality of services provided to the Fund by Funds Management and the Sub-Adviser under the Advisory Agreements. This information included a description of the investment advisory services and Fund-level administrative services covered by the Management Agreement, as well as, among other things, a summary of the background and experience of senior management of WFAM, of which Funds Management and the Sub-Adviser are a part, and a summary of investments made in the business of WFAM. The Board also received a description of
38 | Allspring Emerging Markets Equity Income Fund
Board considerations (unaudited)
Funds Management’s and the Sub-Adviser’s business continuity plans, including a summary of the performance of such plans and any changes thereto during the COVID-19 pandemic, and of their approaches to data privacy and cybersecurity. The Board also received and reviewed information about Funds Management’s role as administrator of the Fund’s liquidity risk management program, Funds Management’s approach to risk management, and Funds Management’s intermediary and vendor oversight program.
The Board also considered the qualifications, background, tenure and responsibilities of each of the portfolio managers primarily responsible for the day-to-day portfolio management of the Fund. The Board evaluated the ability of Funds Management and the Sub-Adviser to attract and retain qualified investment professionals, including research, advisory and supervisory personnel.
The Board further considered the compliance programs and compliance records of Funds Management and the Sub-Adviser. In addition, the Board took into account the full range of services provided to the Fund by Funds Management and its affiliates. The Board also considered information about retention and back-up arrangements that have been put into place with respect to key personnel of WFAM in connection with the anticipated Transaction, noting that WFAM provided assurances that the announcement and eventual culmination of the Transaction is not expected to result in any diminution in the nature or quality of services provided to the Fund.
Fund investment performance and expenses
The Board considered the investment performance results for the Fund over various time periods ended December 31, 2020. The Board considered these results in comparison to the investment performance of funds in a universe that was determined by Broadridge Inc. (“Broadridge”) to be similar to the Fund (the “Universe”), and in comparison to the Fund’s benchmark index and to other comparative data. Broadridge is an independent provider of investment company data. The Board received a description of the methodology used by Broadridge to select the mutual funds in the performance Universe. The Board noted that the investment performance of the Fund (Administrator Class) was lower than the average investment performance of the Universe for all periods under review. The Board also noted that the investment performance of the Fund was lower than its benchmark index, the MSCI Emerging Markets Index (Net), for all periods under review.
The Board received information concerning, and discussed factors contributing to, the underperformance of the Fund relative to the Universe and benchmark index for the periods identified above. The Board took note of the explanations for the relative underperformance during these periods, including with respect to investment decisions and market factors that affected the Fund’s investment performance.
The Board also received and considered information regarding the Fund’s net operating expense ratios and their various components, including actual management fees, custodian and other non-management fees, and Rule 12b-1 and non-Rule 12b-1 shareholder service fees. The Board considered these ratios in comparison to the median ratios of funds in class-specific expense groups that were determined by Broadridge to be similar to the Fund (the “Groups”). The Board received a description of the methodology used by Broadridge to select the mutual funds in the expense Groups and an explanation of how funds comprising expense groups and their expense ratios may vary from year-to-year. Based on the Broadridge reports, the Board noted that the net operating expense ratios of the Fund were equal to or in range of the median net operating expense ratios of the expense Groups for each share class.
The Board took into account the Fund’s investment performance and expense information provided to it among the factors considered in deciding to re-approve the Advisory Agreements.
Investment management and sub-advisory fee rates
The Board reviewed and considered the contractual fee rates payable by the Fund to Funds Management under the Management Agreement, as well as the contractual fee rates payable by the Fund to Funds Management for class-level administrative services under a Class-Level Administration Agreement, which include, among other things, class-level transfer agency and sub-transfer agency costs (collectively, the “Management Rates”). The Board also reviewed and considered the contractual investment sub-advisory fee rates that are payable by Funds Management to the Sub-Adviser for investment sub-advisory services.
Among other information reviewed by the Board was a comparison of the Fund’s Management Rates with the average contractual investment management fee rates of funds in the expense Groups at a common asset level as well as transfer agency costs of the funds in the expense Groups. The Board noted that the Management Rates of the Fund were lower than the sum of these average rates for the Fund’s expense Groups for the Class R and Class R6 shares, were in range of the sum of these average rates for the Fund’s expense Groups for the Class A and Institutional Class shares, and were higher than the sum of these average rates for the Fund’s expense Groups for the Administrator Class shares.
The Board also received and considered information about the portion of the total management fee that was retained by Funds Management after payment of the fee to the Sub-Adviser for sub-advisory services. In assessing the reasonableness of this
Allspring Emerging Markets Equity Income Fund | 39
Board considerations (unaudited)
amount, the Board received and evaluated information about the nature and extent of responsibilities retained and risks assumed by Funds Management and not delegated to or assumed by the Sub-Adviser, and about Funds Management’s on-going oversight services. Given the affiliation between Funds Management and the Sub-Adviser, the Board ascribed limited relevance to the allocation of fees between them.
The Board also received and considered information about the nature and extent of services offered and fee rates charged by Funds Management and the Sub-Adviser to other types of clients with investment strategies similar to those of the Fund. In this regard, the Board received information about the significantly greater scope of services, and compliance, reporting and other legal burdens and risks of managing proprietary mutual funds compared with those associated with managing assets of other types of clients, including third-party sub-advised fund clients and non-mutual fund clients such as institutional separate accounts.
Based on its consideration of the factors and information it deemed relevant, including those described here, the Board determined that the compensation payable to Funds Management under the Management Agreement and to the Sub-Adviser under the Sub-Advisory Agreement was reasonable.
Profitability
The Board received and considered information concerning the profitability of Funds Management, as well as the profitability of both WFAM and Wells Fargo & Co. (“Wells Fargo”) from providing services to the fund family as a whole. The Board noted that the Sub-Adviser’s profitability information with respect to providing services to the Fund and other funds in the family was subsumed in the WFAM and Wells Fargo profitability analysis.
Funds Management reported on the methodologies and estimates used in calculating profitability, including a description of the methodology used to allocate certain expenses. Among other things, the Board noted that the levels of profitability reported on a fund-by-fund basis varied widely, depending on factors such as the size, type and age of fund.
Based on its review, the Board did not deem the profits reported by Funds Management, WFAM or Wells Fargo from services provided to the Fund to be at a level that would prevent it from approving the continuation of the Advisory Agreements.
Economies of scale
The Board received and considered information about the potential for Funds Management to experience economies of scale in the provision of management services to the Fund, the difficulties of calculating economies of scale at an individual fund level, and the extent to which potential scale benefits are shared with Fund shareholders. The Board noted the existence of breakpoints in the Fund’s management fee structure, which operate generally to reduce the Fund’s expense ratios as the Fund grows in size, and the size of the Fund in relation to such breakpoints. The Board considered that in addition to management fee breakpoints, Funds Management shares potential economies of scale from its management business in a variety of ways, including through fee waiver and expense reimbursement arrangements, competitive management fee rates set at the outset without regard to breakpoints, and investments in the business intended to enhance services available to shareholders.
The Board concluded that Funds Management’s arrangements with respect to the Fund, including contractual breakpoints, constituted a reasonable approach to sharing potential economies of scale with the Fund and its shareholders.
Other benefits to Funds Management and the Sub-Adviser
The Board received and considered information regarding potential “fall-out” or ancillary benefits received by Funds Management and its affiliates, including the Sub-Adviser, as a result of their relationships with the Fund. Ancillary benefits could include, among others, benefits directly attributable to other relationships with the Fund and benefits potentially derived from an increase in Funds Management’s and the Sub-Adviser’s business as a result of their relationships with the Fund. The Board noted that various affiliates of Funds Management may receive distribution-related fees, shareholder servicing payments and sub-transfer agency fees in respect of shares sold or held through them and services provided.
The Board also reviewed information about soft dollar credits earned and utilized by the Sub-Adviser, fees earned by Funds Management and the Sub-Adviser from managing a private investment vehicle for the fund family’s securities lending collateral and commissions earned by an affiliated broker from portfolio transactions.
Based on its consideration of the factors and information it deemed relevant, including those described here, the Board did not find that any ancillary benefits received by Funds Management and its affiliates, including the Sub-Adviser, were unreasonable.
40 | Allspring Emerging Markets Equity Income Fund
Board considerations (unaudited)
Conclusion
At the Meeting, after considering the above-described factors and based on its deliberations and its evaluation of the information described above, the Board unanimously determined that the compensation payable to Funds Management and the Sub-Adviser under each of the Advisory Agreements was reasonable, and approved the continuation of the Advisory Agreements for a one-year term.
Allspring Emerging Markets Equity Income Fund | 41
Board considerations (unaudited)
Board Considerations – New Agreements in Effect as of November 1, 2021
Overview of the Board evaluation process
At a meeting held on May 17-19, 2021 (the “Board Meeting”), the Board of Trustees (the “Board”) of Wells Fargo Funds Trust (the “Trust”, and the series identified below, the “Funds”) approved the continuation of each Fund’s current Investment Management Agreement (the “Current Investment Management Agreement”) and the current Sub-Advisory Agreements (the “Current Sub-Advisory Agreements”, and collectively, the “Current Agreements”).
| Wells Fargo Adjustable Rate Government Fund |
| Wells Fargo Asset Allocation Fund |
| Wells Fargo Conservative Income Fund |
| Wells Fargo Diversified Capital Builder Fund |
| Wells Fargo Diversified Income Builder Fund |
| Wells Fargo Emerging Markets Equity Fund |
| Wells Fargo Emerging Markets Equity Income Fund |
| Wells Fargo Global Small Cap Fund |
| Wells Fargo Government Securities Fund |
| Wells Fargo High Yield Bond Fund |
| Wells Fargo Income Plus Fund |
| Wells Fargo Index Asset Allocation Fund |
| Wells Fargo International Bond Fund |
| Wells Fargo International Equity Fund |
| Wells Fargo Precious Metals Fund |
| Wells Fargo Short Duration Government Bond Fund |
| Wells Fargo Short-Term Bond Plus Fund |
| Wells Fargo Short-Term High Yield Bond Fund |
| Wells Fargo Ultra Short-Term Income Fund |
| Wells Fargo Utility and Telecommunications Fund |
Each Trustee on the Board is not an “interested person” (as defined in the Investment Company Act of 1940 (the “1940 Act”)) of the Funds (collectively, the “Independent Trustees”). The process followed by the Board in considering and approving the continuation of the Current Agreements is referred to herein as the “2021 Annual Approval Process.”
As noted above, the closing of the sale of Wells Fargo Asset Management (“WFAM”) to a holding company (“NewCo”) affiliated with private funds of GTCR LLC (“GTCR”) and of Reverence Capital Partners, L.P. (“Reverence Capital”, and such transaction, the “Transaction”) will result in a change of control of Wells Fargo Funds Management LLC (“Funds Management”), Wells Capital Management Incorporated (“Wells Capital”) and Wells Fargo Asset Management (International) Limited (“WFAM(I) Ltd.”, and together with Funds Management and Wells Capital, the “Advisers”), which will be considered to be an “assignment” of each Fund’s Current Agreements under the 1940 Act that will result in the automatic termination of each Fund’s Current Agreements. In light of the expected termination of each Fund’s Current Agreements upon the closing, at the Board Meeting the Board also considered and approved the New Agreements, which are: (i) a new Investment Management Agreement (the “New Investment Management Agreement”) between the Trust, on behalf of each Fund, and Funds Management; (ii) a new Sub-Advisory Agreement (the “New Wells Capital Sub-Advisory Agreement”) among the Trust, on behalf of each Fund other than International Bond Fund, Funds Management and Wells Capital; and (iii) Sub-Advisory Agreement (the “New WFAM(I) Ltd Sub-Advisory Agreement”, and collectively, the “New Agreements”) among the Trust, on behalf of International Bond Fund, Funds Management and WFAM(I) Ltd (together with Wells Capital, the “Sub-Advisers”) with respect to International Bond Fund, each of which is intended to go into effect upon the closing. The process followed by the Board in reviewing and approving the New Agreements is referred to herein as the “New Agreement Approval Process.”
At a series of meetings held in April and May 2021 (collectively, “April and May 2021 Meetings”) and at the Board Meeting, the Trustees conferred extensively among themselves and with senior representatives of Funds Management, GTCR and Reverence Capital about the New Agreements and related matters. The Board reviewed and discussed information furnished by Funds Management, GTCR and Reverence Capital that the Board considered reasonably necessary to evaluate the terms of the New Agreements and the services to be provided. At these meetings, senior representatives from Funds Management, GTCR and Reverence Capital made presentations to, and responded to questions from, the Board.
In providing information to the Board in connection with the 2021 annual approval process for the Current Agreements (the “2021 Annual Approval Process”) and the New Agreement Approval Process, Funds Management, GTCR and Reverence Capital (as
42 | Allspring Emerging Markets Equity Income Fund
Board considerations (unaudited)
applicable) were guided by requests for information submitted by independent legal counsel on behalf of the Independent Trustees. In considering and approving the New Agreements, the Trustees considered the information they believed relevant, including but not limited to the information discussed herein. The Board considered not only the specific information presented in connection with the April and May 2021 Meetings as well as the Board Meeting, but also the knowledge gained over time through interaction with Funds Management and the Sub-Advisers about various topics. In this regard, the Board reviews reports of Funds Management at each of its regular Board meetings, which includes, among other things, portfolio reviews and investment performance reports. In addition, the Board confers with portfolio managers at various times throughout the year. The Board was assisted in its evaluation of the New Agreements by independent legal counsel, from whom the Independent Trustees received separate legal advice and with whom the Independent Trustees met separately. The Board did not identify any particular information or consideration that was all-important or controlling, and each individual Trustee may have attributed different weights to various factors.
Among other information considered by the Board in connection with the Transaction was:
| ■ | Information regarding the Transaction: information about the structure, financing sources and material terms and conditions of the Transaction, including the expected impact on the businesses conducted by the Advisers and by Wells Fargo Funds Distributor LLC, as the distributor of Fund shares. |
| ■ | Information regarding NewCo, GTCR and Reverence Capital: (i) information about NewCo, including information about its expected financial condition and access to capital, and senior leadership team; (ii) the experience of senior management at GTCR and Reverence Capital in acquiring portfolio companies; (iii) the plan to operationalize NewCo, including the transition of necessary infrastructure services through a transition services agreement with Wells Fargo under which Wells Fargo will continue to provide NewCo with certain services for a specified period of time after the closing; and (iv) information regarding regulatory matters, compliance, and risk management functions at NewCo, including resources to be dedicated thereto. |
| ■ | Impact of the Transaction on WFAM and Service Providers: (i) information regarding any changes to personnel and/or other resources of the Advisers as a result of the Transaction, including assurances regarding comparable and competitive compensation arrangements to attract and retain highly qualified personnel; and (ii) information about the organizational and operating structure with respect to NewCo, the Advisers and the Funds. |
| ■ | Impact of the Transaction on the Funds and their Shareholders: (i) information regarding anticipated benefits to the Funds as a result of the Transaction; (ii) a commitment that the Funds would not bear any expenses, directly or indirectly, in connection with the Transaction; (iii) confirmation that the Advisers intend to continue to manage the Funds in a manner consistent with each Fund’s current investment objectives and principal investments strategies; and (iv) a commitment that neither NewCo nor WFAM will take any steps that would impose any “unfair burden” (as that term is used in section 15(f)(1)(B) of the 1940 Act) on the Funds as a result of the Transaction. |
With respect to the New Agreements, the Board considered: (i) a representation that, after the closing, all of the Funds will continue to be managed and advised by their current Advisers, and that the same portfolio managers of the Sub-Advisers are expected to continue to manage the Funds after the Transaction; (ii) information regarding the terms of the New Agreements, including changes as compared to the Current Agreements; (iii) information confirming that the fee rates payable under the New Agreements will not increase as a result of the Transaction as compared to the rates under the Current Agreements; and (iv) assurances that the Transaction is not expected to cause any diminution with respect to the nature, extent and quality of any of the services currently provided to the Funds by the Advisers as a result of the Transaction.
In addition to considering information furnished specifically to evaluate the impact of the Transaction on the Funds and their respective shareholders in connection with the New Agreement Approval Process, the Board considered information furnished at prior meetings of the Board and its committees, including detailed information provided in connection with the 2021 Annual Approval Process. In this regard, in connection with the 2021 Annual Approval Process, the Board received information about complex-wide and individual Fund performance, fees and expenses, including: (i) a report from an independent data provider comparing the investment performance of each Fund to the investment performance of comparable funds and benchmark indices, over various time periods; (ii) a report from an independent data provider comparing each Fund’s total expense ratio (and its components) to those of comparable funds; (iii) comparative information concerning the fees charged and services provided by the Advisers to each Fund in managing other accounts (which may include other mutual funds, collective investment funds and institutional accounts), if any, that employ investment strategies and techniques similar to those used in managing such Fund(s); and (iv) profitability analyses of Funds Management, as well as the profitability of both WFAM and Wells Fargo from providing services to the fund family as a whole.
After its deliberations, the Board unanimously determined that the compensation payable to Funds Management and the Sub-Advisers under the New Agreements is reasonable, approved the New Agreements for a two-year term, and voted to recommend
Allspring Emerging Markets Equity Income Fund | 43
Board considerations (unaudited)
that Fund shareholders approve the New Agreements. The Board considered the approval of the New Agreements as part of its consideration of agreements for funds across the complex, but its approvals were made on a fund-by-fund basis. The following summarizes a number of important, but not necessarily all, factors considered by the Board in support of its approvals.
Nature, extent and quality of services
In connection with the 2021 Annual Approval Process, the Board received and considered various information regarding the nature, extent and quality of services provided to the Fund by Funds Management and the Sub-Advisers under the Advisory Agreements. This information included a description of the investment advisory services and Fund-level administrative services covered by the Current Management Agreement, as well as, among other things, a summary of the background and experience of senior management of WFAM, of which Funds Management and the Sub-Advisers are a part, and a summary of investments made in the business of WFAM. The Board also received a description of Funds Management’s and the Sub-Advisers’ business continuity plans, including a summary of the performance of such plans and any changes thereto during the COVID-19 pandemic, and of their approaches to data privacy and cybersecurity. The Board also received and reviewed information about Funds Management’s role as administrator of the Funds’ liquidity risk management program, Funds Management’s approach to risk management, and Funds Management’s intermediary and vendor oversight program.
In connection with the 2021 Annual Approval Process, the Board also considered the qualifications, background, tenure and responsibilities of each of the portfolio managers primarily responsible for the day-to-day portfolio management of the Funds. The Board evaluated the ability of Funds Management and the Sub-Advisers to attract and retain qualified investment professionals, including research, advisory and supervisory personnel.
In connection with the 2021 Annual Approval Process, the Board further considered the compliance programs and compliance records of Funds Management and the Sub-Advisers. In addition, the Board took into account the full range of services provided to the Fund by Funds Management and its affiliates.
In connection with the New Agreement Approval Process, the Board considered, among other information, the structure of the Transaction and expected impact, if any, of the Transaction on the operations, facilities, organization and personnel of the Advisers. The Board received assurances from Funds Management that each Fund will continue to be advised by its current Sub-Adviser after the closing, and that the same individual portfolio managers are expected to continue to manage the Funds after the closing. With respect to the recruitment and retention of key personnel, the Board noted information from GTCR, Reverence Capital and the Advisers regarding the potential benefits for employees of joining NewCo. The Board recognized that the personnel who had been extended offers may not accept such offers and personnel changes may occur in the future in the ordinary course.
In addition, the Board considered information regarding the infrastructure, operational capabilities and support staff in place to assist in the portfolio management and operations of the Funds, including the provision of administrative services, and the anticipated impact of the Transaction on such matters. The Board also considered the business-related and other risks to which the Advisers may be subject in managing the Funds and in connection with the Transaction. The Board also considered the transition and integration plans as a result of the change in ownership of the Advisers from Wells Fargo to NewCo. The Board considered the resources and infrastructure that NewCo intends to devote to its compliance program to ensure compliance with applicable laws and regulations, as well as its risk management program and cybersecurity program. The Board also took into account assurances received from the Advisers, GTCR and Reverence Capital that the Transaction is not expected to cause any diminution in the nature, extent and quality of services provided by the Advisers to the Funds and their shareholders.
Fund investment performance and expenses
In connection with the 2021 Annual Approval Process, the Board considered the investment performance results for each Fund over various time periods ended December 31, 2020. The Board considered these results in comparison to the investment performance of funds in a universe that was determined by Broadridge Inc. (“Broadridge”) to be similar to each Fund (the “Universe”), and in comparison to each Fund’s benchmark index and to other comparative data. Broadridge is an independent provider of investment company data. The Board received a description of the methodology used by Broadridge to select the mutual funds in the performance Universe. Where applicable, the Board received information concerning, and discussed factors contributing to, underperformance of Funds relative to the Universe and benchmark for any underperformance periods.
In connection with the 2021 Annual Approval Process, the Board also received and considered information regarding each Fund’s net operating expense ratios and their various components, including actual management fees, custodian and other non-management fees, and Rule 12b-1 and non-Rule 12b-1 shareholder service fees. The Board considered these ratios in comparison to the median ratios of funds in class-specific expense groups that were determined by Broadridge to be similar to the Fund (the “Groups”). The Board received a description of the methodology used by Broadridge to select the mutual funds in the expense Groups and an explanation of how funds comprising expense groups and their expense ratios may vary from year-to-year.
44 | Allspring Emerging Markets Equity Income Fund
Board considerations (unaudited)
In connection with the New Agreement Approval Process, the Board received a commitment that WFAM will maintain fee and expense commitments for at least two years after the closing. The Board took into account each Fund’s investment performance and expense information among the factors considered in deciding to approve the New Agreements.
Investment management and sub-advisory fee rates
In connection with the 2021 Annual Approval Process, the Board reviewed and considered the contractual fee rates payable by each Fund to Funds Management under the Current Management Agreement, as well as the contractual fee rates payable by each Fund to Funds Management for class-level administrative services under a Class-Level Administration Agreement, which include, among other things, class-level transfer agency and sub-transfer agency costs (collectively, the “Management Rates”). The Board also reviewed and considered the contractual investment sub-advisory fee rates that are payable by Funds Management to each of the Sub-Advisers under the Current Sub-Advisory Agreements for investment sub-advisory services (the “Sub-Advisory Fee Rates”).
Among other information reviewed by the Board in connection with the 2021 Annual Approval Process, was a comparison of each Fund’s Management Rates with the average contractual investment management fee rates of funds in the expense Groups at a common asset level as well as transfer agency costs of the funds in the expense Groups.
In connection with the 2021 Annual Approval Process, the Board also received and considered information about the portion of the total management fee that was retained by Funds Management after payment of the Sub-Advisory Fee Rates. In assessing the reasonableness of this amount, the Board received and evaluated information about the nature and extent of responsibilities retained and risks assumed by Funds Management and not delegated to or assumed by the Sub-Advisers, and about Funds Management’s on-going oversight services. Given the affiliation between Funds Management and the Sub-Advisers, the Board ascribed limited relevance to the allocation of fees between them.
In connection with the 2021 Annual Approval Process, the Board also received and considered information about the nature and extent of services offered and fee rates charged by Funds Management and the Sub-Advisers to other types of clients, if any, with investment strategies similar to those of each Fund. In this regard, the Board received information about the significantly greater scope of services, and compliance, reporting and other legal burdens and risks of managing proprietary mutual funds compared with those associated with managing assets of other types of clients, including third-party sub-advised fund clients and non-mutual fund clients such as institutional separate accounts.
In connection with the New Agreement Approval Process, the Board noted the assurances received by it that there would be no increases to any of the Management Rates or the Sub-Advisory Fee Rates as a result of the Transaction. The Board also considered that the New Agreements do not change the computation method for calculating such fees, and there is no present intention to reduce expense waiver and reimbursement arrangements that are currently in effect. Based on its consideration of the factors and information it deemed relevant, including those described here, the Board determined that the compensation payable to Funds Management under the New Management Agreement and to each of the Sub-Advisers under the New Sub-Advisory Agreements was reasonable.
Profitability
In connection with the 2021 Annual Approval Process, the Board received and considered information concerning the profitability of Funds Management, as well as the profitability of both WFAM and Wells Fargo from providing services to the fund family as a whole. The Board noted that the Sub-Advisers’ profitability information with respect to providing services to each Fund and other funds in the family was subsumed in the WFAM and Wells Fargo profitability analysis.
Funds Management reported on the methodologies and estimates used in calculating profitability in connection with the 2021 Annual Approval Process, including a description of the methodology used to allocate certain expenses. Among other things, the Board noted that the levels of profitability reported on a fund-by-fund basis varied widely, depending on factors such as the size, type and age of fund.
In connection with the New Agreement Approval Process, the Board received certain information about NewCo’s projected financial condition, and reviewed with senior representatives of Funds Management, GTCR and Reverence Capital the underlying assumptions on which such information was based. The Board considered that NewCo is a newly formed entity, with no historical operations, revenues or expenses, and that it is difficult to predict with any degree of certainty the future profitability of NewCo and the Advisers from advisory activities under the New Agreements. The Board considered that the fee rates payable under the New Agreements will not increase as a result of the Transaction as compared to the rates under the Current Agreements, and that the current contractual expense limitations applicable to each Fund will not increase. The Board noted that if the New Agreements are approved by shareholders and the Transaction closes, the Board will have the opportunity in the future to review the profitability of NewCo and the Advisers from advisory activities under the New Agreements.
Allspring Emerging Markets Equity Income Fund | 45
Board considerations (unaudited)
Economies of scale
In connection with the 2021 Annual Approval Process, the Board received and considered information about the potential for Funds Management to experience economies of scale in the provision of management services to the Funds, the difficulties of calculating economies of scale at an individual fund level, and the extent to which potential scale benefits are shared with Fund shareholders. The Board noted the existence of breakpoints in each Fund’s management fee structure, which operate generally to reduce the Fund’s expense ratios as the Fund grows in size, and the size of the Fund in relation to such breakpoints. The Board considered that, in addition to management fee breakpoints, Funds Management shares potential economies of scale from its management business in a variety of ways, including through fee waiver and expense reimbursement arrangements, competitive management fee rates set at the outset without regard to breakpoints, and investments in the business intended to enhance services available to shareholders.
In connection with the New Agreement Approval Process, the Board noted that NewCo and the Advisers may benefit from possible growth of the Funds resulting from enhanced distribution capabilities. However, the Board noted that other factors could also affect the potential for economies of scale, and that it was not possible to quantify any potential future economies of scale. Based upon the information furnished to the Board in connection with the 2021 Annual Approval Process and the New Agreement Approval Process, the Board concluded that Funds Management’s arrangements with respect to each Fund, including contractual breakpoints and expense limitation arrangements, constituted a reasonable approach to sharing potential economies of scale with the Fund and its shareholders.
“Fall-out” benefits to Funds Management and the Sub-Advisers
In connection with the 2021 Annual Approval Process, the Board received and considered information regarding potential “fall-out” or ancillary benefits received by Funds Management and its affiliates, including the Sub-Advisers, as a result of their relationships with the Funds. Ancillary benefits could include, among others, benefits directly attributable to other relationships with the Funds and benefits potentially derived from an increase in Funds Management’s and the Sub-Advisers’ business as a result of their relationships with the Funds. The Board noted that various current affiliates of Funds Management may receive distribution-related fees, shareholder servicing payments and sub-transfer agency fees in respect of shares sold or held through them and services provided.
In connection with the 2021 Annual Approval Process, the Board also reviewed information about soft dollar credits earned and utilized by the Sub-Advisers, fees earned by Funds Management and Wells Capital from managing a private investment vehicle for the fund family’s securities lending collateral, and commissions earned by an affiliated broker of Wells Fargo from portfolio transactions.
In connection with the New Agreement Approval Process, the Board received information to the effect that the Transaction is not expected to have a material impact on the fall-out benefits currently realized by Funds Management and its affiliates, including the Sub-Advisers. The information reviewed by the Board also noted that several of the ancillary benefits identified for WFAM would be potential ancillary benefits for NewCo, including that the scale and reputation of the Funds might benefit NewCo’s broader reputation, product initiatives, technology investment and talent acquisition. Based on its consideration of the factors and information it deemed relevant, including those described here, the Board did not find that any ancillary benefits expected to be received by Funds Management and its affiliates, including NewCo and the Sub-Advisers, under the New Agreements were unreasonable.
Conclusion
At the Board Meeting, after considering the above-described factors and based on its deliberations and its evaluation of the information described above, the Board unanimously determined that the compensation payable to Funds Management and to each of the Sub-Advisers under the New Agreements is reasonable, approved the New Agreements for a two-year term, and voted to recommend that Fund shareholders approve the New Agreements.
46 | Allspring Emerging Markets Equity Income Fund
Board considerations (unaudited)
Board Considerations - Interim Agreements (not in effect)
At a meeting held on May 17-19, 2021 (the “Board Meeting”), the Boards of Trustees (each, a “Board”, and collectively, the “Boards”) of Wells Fargo Funds Trust, Wells Fargo Master Trust, Wells Fargo Variable Trust, Wells Fargo Global Dividend Opportunity Fund, Wells Fargo Income Opportunities Fund, Wells Fargo Multi-Sector Income Fund and Wells Fargo Utilities and High Income Fund (each a “Trust”, and the series thereof, a “Fund”) reviewed and approved for the Trusts and Funds, as applicable: (i) interim investment management agreements (the “Interim Management Agreements”) with Wells Fargo Funds Management, LLC (“Funds Management”); (ii) interim investment advisory agreements (the “Interim Advisory Agreements”) with Funds Management; and (iii) interim sub-advisory agreements (the “Interim Sub-Advisory Agreements”) with each of Cooke & Bieler, L.P., Galliard Capital Management LLC (“Galliard”), Peregrine Capital Management Inc., Wells Capital Management, LLC (“WellsCap”), and Wells Fargo Asset Management (International) Limited (“WFAMI”, and collectively, the “Sub-Advisers”). Each Trustee on the Board is not an “interested person” (as defined in the Investment Company Act of 1940 (the “1940 Act”) of the Funds (collectively, the “Independent Trustees”). The Interim Management Agreements, Interim Advisory Agreements, and Interim Sub-Advisory Agreements are collectively referred to as the “Interim Advisory Agreements.”
At the Board Meeting, the Boards reviewed and approved the continuation of existing investment management, advisory and sub-advisory agreements (the “Current Advisory Agreements”) for each Trust and Fund, as applicable. The factors considered and conclusions reached by the Boards in approving the Current Advisory Agreements are summarized in the section entitled “Board Considerations – Current Agreements” of this shareholder report. The Boards noted that Wells Fargo & Company has entered into a definitive agreement to sell Wells Fargo Asset Management (“WFAM”), which includes Funds Management, Galliard, WellsCap and WFAMI (the “Affiliated Sub-Advisers”), to a holding company affiliated with private funds of GTCR LLC and Reverence Capital Partners, L.P. (the “Transaction”). The Boards further noted that the Transaction would result in a change-of-control of Funds Management and the Affiliated Sub-Advisers, which would be considered to be an “assignment” under the 1940 Act that would terminate the Current Advisory Agreements. At the Board Meeting, the Boards also reviewed and approved new investment management, advisory and sub-advisory agreements (the “New Advisory Agreements”) for each Trust and Fund, as applicable, that would replace the Current Advisory Agreements upon consummation of the Transaction, subject to approval of the New Advisory Agreements by the applicable Trust’s or Fund’s shareholders. The factors considered and conclusions reached by the Boards in approving the New Advisory Agreements are summarized in the section entitled “Board Considerations – New Agreements” of this shareholder report.
At the Board Meeting, the Boards also approved the Interim Advisory Agreements, which will go into effect for a Trust or Fund only in the event that shareholders of such Trust or Fund do not approve the New Advisory Agreement(s) for the Trust or Fund by the closing date of the Transaction, when the Current Advisory Agreements will terminate. The Board noted that, in such a circumstance, the Interim Advisory Agreements will permit continuity of management by allowing Funds Management and the Sub-Advisers to continue providing services to the Trust or Fund pursuant to the Interim Advisory Agreements while the Trust or Fund continues to solicit shareholder approval of such New Advisory Agreement(s). The Boards noted that the terms of the Interim Advisory Agreements are identical to those of the Current Advisory Agreements, except for the term and the addition of escrow provisions with respect to the advisory fees. The Boards also noted that the entities that would service the Funds and Trusts under the Interim Advisory Agreements are identical to those that provide services under the Current Advisory Agreements and those that will provide services under the New Advisory Agreements.
In approving the Interim Advisory Agreements, the Boards considered the same factors and reached the same conclusions as they considered and reached with respect to the Boards’ approvals of the Current Advisory Agreements and New Advisory Agreements, as applicable, which are described in separate Board Consideration sections within this shareholder report. Prior to the Board Meeting, including at a series of meetings held in April and May 2021, the Trustees conferred extensively among themselves and with senior representatives of Funds Management, GTCR LLC and Reverence Capital Partners, L.P. about the Interim Advisory Agreements and related matters. The Independent Trustees were assisted in their evaluation of the Interim Advisory Agreements by independent legal counsel, from whom they received separate legal advice and with whom they met separately.
At the Board Meeting, after considering the factors and reaching the conclusions described in the separate Board Consideration sections within this shareholder report, the Boards unanimously determined that the compensation payable to Funds Management and to each Sub-Adviser under each of the Interim Advisory Agreements was reasonable, and approved the Interim Advisory Agreements.
Allspring Emerging Markets Equity Income Fund | 47
For more information
More information about Allspring Funds is available free upon request. To obtain literature, please write, visit the Fund's website, or call:
Allspring Funds
P.O. Box 219967
Kansas City, MO 64121-9967
P.O. Box 219967
Kansas City, MO 64121-9967
Website: allspringglobal.com
Individual investors: 1-800-222-8222
Retail investment professionals: 1-888-877-9275
Institutional investment professionals: 1-866-765-0778
This report and the financial statements contained herein are submitted for the general information of the shareholders of the Fund. If this report is used for promotional purposes, distribution of the report must be accompanied or preceded by a current prospectus. Before investing, please consider the investment objectives, risks, charges, and expenses of the investment. For a current prospectus and, if available, a summary prospectus, containing this information, call
1-800-222-8222 or visit the Fund's website at allspringglobal.com. Read the prospectus carefully before you invest or send money.
1-800-222-8222 or visit the Fund's website at allspringglobal.com. Read the prospectus carefully before you invest or send money.
Allspring Global InvestmentsTM is the trade name for the asset management firms of Allspring Global Investments Holdings, LLC, a holding company indirectly owned by certain private funds of GTCR LLC and Reverence Capital Partners, L.P. These firms include but are not limited to Allspring Global Investments, LLC, and Allspring Funds Management, LLC. Certain products managed by Allspring entities are distributed by Allspring Funds Distributor, LLC (a broker-dealer and Member FINRA/SIPC).
This material is for general informational and educational purposes only and is NOT intended to provide investment advice or a recommendation of any kind - including a recommendation for any specific investment, strategy, or plan.
© 2021 Allspring Global Investments Holdings, LLC. All rights reserved.
PAR-1121-00706 12-21
A262/AR262 10-21
A262/AR262 10-21
Annual Report
October 31, 2021
Allspring Global Small Cap Fund
Contents
| 2 | |
| 6 | |
| 10 | |
| 11 | |
| Financial statements | |
| 16 | |
| 17 | |
| 18 | |
| 19 | |
| 23 | |
| 31 | |
| 32 | |
| Board considerations | |
| 36 | |
| 39 | |
| 44 |
The views expressed and any forward-looking statements are as of October 31, 2021, unless otherwise noted, and are those of the Fund's portfolio managers and/or Allspring Global Investments. Discussions of individual securities or the markets generally are not intended as individual recommendations. Future events or results may vary significantly from those expressed in any forward-looking statements. The views expressed are subject to change at any time in response to changing circumstances in the market. Allspring Global Investments disclaims any obligation to publicly update or revise any views expressed or forward-looking statements.
Allspring Global Small Cap Fund | 1
Letter to shareholders (unaudited)
Andrew Owen
President
Allspring Funds
Dear Shareholder:
We are pleased to offer you this annual report for the Allspring Global Small Cap Fund for the 12-month period that ended October 31, 2021. Global stocks continued to rally as the global economy continued to emerge from the haze of COVID-19. Tailwinds were provided by global stimulus programs, a rapid vaccination rollout, and recovering consumer and corporate sentiment. The bond market had mostly positive returns during the period.
For the 12-month period, equities had robust returns, as policymakers continued to fight the effects of COVID-19. U.S. stocks led both non-U.S. developed market equities and emerging market stocks. Gains by fixed-income securities were varied, though mostly positive. For the period, U.S. stocks, based on the S&P 500 Index,1 gained 42.91%. International stocks, as measured by the MSCI ACWI ex USA Index (Net),2 returned 29.66%, while the MSCI EM Index (Net) (USD)3 had weaker performance with an 16.96% gain. Among bond indexes, the Bloomberg U.S. Aggregate Bond Index4 returned -0.48%, the Bloomberg Global Aggregate ex-USD Index (unhedged)5 returned -1.99%, the Bloomberg Municipal Bond Index6 gained 2.64%, and the ICE BofA U.S. High Yield Index7 returned 10.74%.
Efforts to contain COVID-19 drove market performance.
Global stocks rallied in November 2020, propelled by optimism over three promising COVID-19 vaccines. Reversing trends recent to November 2020, value stocks outperformed growth stocks and cyclical stocks outpaced information technology (IT) stocks. However, U.S. unemployment remained elevated, with a net job loss of 10 million since February 2020. The eurozone services Purchasing Managers' Index, a monthly survey of purchasing managers, contracted sharply while the region’s manufacturing activity grew. The U.S. election results added to the upbeat mood as investors anticipated more consistent policies in the new administration.
Financial markets ended 2020 with strength on high expectations for a rapid rollout of the COVID-19 vaccines, the successful passage of a $900 billion stimulus package, and rising expectations of additional economic support from a Democratic-led Congress. U.S. economic data were mixed with still-elevated unemployment and weak retail sales but growth in manufacturing output. In contrast, China’s economic expansion continued in both manufacturing and nonmanufacturing. U.S. COVID-19 infection rates continued to rise even as new state and local lockdown measures were implemented.
The year 2021 began with emerging markets stocks leading all major asset classes in January, driven by China’s strong economic growth and a broad recovery in corporate earnings, which propelled China’s stock market higher. In the United States, positive news on vaccine trials and January expansion in both the manufacturing and services sectors was offset by a weak December monthly jobs report. This was compounded by technical factors as some hedge funds were forced to sell stocks to protect themselves against a well-publicized short squeeze coordinated by a group of retail investors. Eurozone sentiment and economic growth were particularly weak, reflecting the impact of a new lockdown with stricter social distancing along with a slow vaccine rollout.
| 1 | The S&P 500 Index consists of 500 stocks chosen for market size, liquidity, and industry group representation. It is a market-value-weighted index with each stock's weight in the index proportionate to its market value. You cannot invest directly in an index. |
| 2 | The Morgan Stanley Capital International (MSCI) All Country World Index (ACWI) ex USA Index (Net) is a free-float-adjusted market-capitalization-weighted index that is designed to measure the equity market performance of developed and emerging markets, excluding the U.S. Source: MSCI. MSCI makes no express or implied warranties or representations and shall have no liability whatsoever with respect to any MSCI data contained herein. The MSCI data may not be further redistributed or used as a basis for other indexes or any securities or financial products. This report is not approved, reviewed, or produced by MSCI. You cannot invest directly in an index. |
| 3 | The MSCI Emerging Markets (EM) Index (Net) (USD) is a free-float-adjusted market-capitalization-weighted index that is designed to measure equity market performance of emerging markets. You cannot invest directly in an index. |
| 4 | The Bloomberg U.S. Aggregate Bond Index is a broad-based benchmark that measures the investment-grade, U.S.-dollar-denominated, fixed-rate taxable bond market, including Treasuries, government-related and corporate securities, mortgage-backed securities (agency fixed-rate and hybrid adjustable-rate mortgage pass-throughs), asset-backed securities, and commercial mortgage-backed securities. You cannot invest directly in an index. |
| 5 | The Bloomberg Global Aggregate ex-USD Index (unhedged) is an unmanaged index that provides a broad-based measure of the global investment-grade fixed-income markets excluding the U.S.-dollar-denominated debt market. You cannot invest directly in an index. |
| 6 | The Bloomberg Municipal Bond Index is an unmanaged index composed of long-term tax-exempt bonds with a minimum credit rating of Baa. You cannot invest directly in an index. |
| 7 | The ICE BofA U.S. High Yield Index is a market-capitalization-weighted index of domestic and Yankee high-yield bonds. The index tracks the performance of high-yield securities traded in the U.S. bond market. You cannot invest directly in an index. Copyright 2021. ICE Data Indices, LLC. All rights reserved. |
2 | Allspring Global Small Cap Fund
Letter to shareholders (unaudited)
February saw major domestic equity indexes driven higher on the hope of a new stimulus bill, improving COVID-19 vaccination numbers, and the gradual reopening of the economy. Most S&P 500 companies reported better-than-expected earnings, with positive surprises coming from the financials, IT, health care, and materials sectors. Japan saw its economy strengthen as a result of strong export numbers. Meanwhile, crude oil prices continued their climb, rising more than 25% for the year. Domestic government bonds experienced a sharp sell-off in late February as markets priced in a more robust economic recovery and higher future growth and inflation expectations.
The passage of the massive domestic stimulus bill highlighted March activity, leading to increased forecasts for U.S. growth in 2021. Domestic employment surged as COVID-19 vaccinations and an increasingly open economy spurred hiring. A majority of U.S. small companies reported they were operating at pre-pandemic capacity or higher. Value stocks continued their outperformance of growth stocks in the month, continuing the trend that started in late 2020. Meanwhile, most major developed global equity indexes were up month to date on the back of rising optimism regarding the outlook for global growth. While the U.S. and the U.K. have been the most successful in terms of the vaccine rollout, even in markets where the vaccine has lagged, such as in the eurozone and Japan, equity indexes in many of those countries have also been in positive territory for the year through March 2021.
Equity markets produced another strong showing in April. Domestically, the continued reopening of the economy had a strong impact on positive equity performance, as people started leaving their households and jobless claims continued to fall. Domestic corporate bonds performed well and the U.S. dollar weakened. Meanwhile, the U.S. government continued to seek to invest in the recovery, this time by outlining a package of over $2 trillion to improve infrastructure. The primary headwind in April was inflation, as investors tried to determine the breadth and longevity of recent price increases. Developed Europe has been supported by a meaningful increase in the pace of vaccinations. Unfortunately many emerging market countries have not been as successful. India in particular saw COVID-19 cases surge, serving as an example of the need to get vaccinations rolled out to less developed nations.
Vaccine rollouts continued in May, leading to loosened restrictions globally. As a result, equity markets in general saw a minor increase in returns. Concerns that the continued economic rebound could result in inflation increases becoming more than transitory were supported by the higher input costs businesses were experiencing. Meanwhile, those inflation concerns were tempered by the U.S. Federal Reserve (Fed), which stayed steady on its view of the economy and eased fears of a sudden and substantial policy change. Positive performance in the emerging market equity space was supported this month by steady consumer demand and strong commodity prices. Fixed-income markets were also slightly positive for the month, driven by inflation uncertainty and a softer U.S. dollar.
June witnessed the S&P 500 Index reach a new all-time high. 2021 economic growth and inflation forecasts were revised higher to reflect a strong economic recovery and some supply and demand imbalances. Late June saw a deal reached on a U.S. infrastructure package of approximately $1 trillion for road, bridge, and broadband network upgrades over the next eight years. The Fed’s June meeting yielded no change to policy, but its projections pointed to a possible interest rate rise in 2023. This, combined with a rebound in economic activity and investors searching for yield, led to U.S. Treasury yields being down for the month. Many European and Asian countries saw vaccination momentum increase, while the U.K. dealt with a rise in COVID-19 infections, specifically the Delta variant. Meanwhile, crude oil jumped over 10% in June on the back of the pickup in global economic activity and the Organization of the Petroleum Exporting Countries’ (OPEC) slow pace of supply growth.
July began the month seeing vaccinations making progress, as several major developed countries eased restrictions, only to be threatened again by the spread of COVID-19’s Delta variant. Inflation continued to climb, aided by the continued supply bottleneck in the face of high demand. As it pertains to the equity area of the market, U.S. equities led the way in positive return territory, followed by international developed markets. In contrast, emerging markets were well in negative territory for the month, hindered by China’s plans for new regulations on a number of sectors, specifically education and technology. The U.S. 10-year Treasury bond yield continued to decline, as strong demand swallowed up supply. After hitting a multi-year high earlier in the month, oil prices leveled off following an agreement by OPEC to raise oil production starting in August.
“ 2021 economic growth and inflation forecasts were revised higher to reflect a strong economic recovery and some supply and demand imbalances.”
Allspring Global Small Cap Fund | 3
Letter to shareholders (unaudited)
“ Municipal debt experienced its first monthly performance drop since February of this year, slowing a rally that made it one of the best-performing sectors of the bond market.” |
The Delta variant of COVID-19 produced outbreaks globally in August, increasing the potential for increased market volatility and bringing into question the ongoing economic recovery. Domestically, the U.S. economy continued to stay strong in the face of the Delta variant, continued inflationary pressures, and worries over Hurricane Ida. Emerging market equities experienced elevated volatility, largely influenced by China’s regulatory stance. Emerging market equities started the month with poor performance but rebounded to end the month in positive territory. Municipal debt experienced its first monthly performance drop since February of this year, slowing a rally that made it one of the best-performing sectors of the bond market. In the commodity segment of the market, crude oil fell sharply during the month on the back of dampened expectations as a result of the Delta variant but was still a leading asset class performer for the year.
Global markets suffered their broadest retreat in a year during September, with the exception of commodities. Concerns over inflation and the interest rate outlook depressed investor confidence and hurt performance. Emerging markets declined on concerns over the continued supply chain disruptions and worries over higher energy and food prices. Meanwhile, the Fed indicated it would slow the pace of asset purchases in the near future. All eyes domestically were fixed on the raising of the debt ceiling, the 2022 budget plan, and the ongoing debate over the infrastructure package. Contrary to most asset classes, commodities thrived in September, driven by sharply higher energy prices.
October’s key themes continued to be elevated inflation pressures and a supply bottleneck, but strong earnings provided a bright spot in the markets. Earnings releases in the U.S. were generally strong and consumer confidence was high. The Fed reaffirmed its plans to taper quantitative easing to a stop by mid-2022. Meanwhile, elevated inflation figures are still being considered transitory by the Fed. Similar to the U.S., the eurozone and many Asian countries saw positive earnings but were facing inflation pressures caused by supply bottlenecks while also experiencing energy price increases amid natural gas shortages. Globally, government bond yields rose as central banks prepared to lower monetary policy accommodation in the face of rising inflationary pressures. As previously referenced, positive commodity performance was driven by sharply higher energy costs.
Don’t let short-term uncertainty derail long-term investment goals.
Periods of investment uncertainty can present challenges, but experience has taught us that maintaining long-term investment goals can be an effective way to plan for the future. To help you create a sound strategy based on your personal goals and risk tolerance, Allspring Funds offers more than 100 mutual funds spanning a wide range of asset classes and investment styles. Although diversification cannot guarantee an investment profit or prevent losses, we believe it can be an effective way to manage investment risk and potentially smooth out overall portfolio performance. We encourage investors to know their investments and to understand that appropriate levels of risk-taking may unlock opportunities.
Information on transaction closing.
On November 1, 2021, GTCR LLC and Reverence Capital Partners, L.P., announced the beginning of Allspring Global Investments™, with the close of the transaction to acquire Wells Fargo Funds Management, LLC; Wells Capital Management, LLC; Galliard Capital Management, LLC.; Wells Fargo Asset Management (International) Ltd.; Wells Fargo Asset Management Luxembourg S.A.; and Wells Fargo Funds Distributor, LLC, as well as Wells Fargo Bank, N.A.’s business of acting as trustee to its collective investment trusts and all related Wells Fargo Asset Management legal entities. The transaction closed on November 1, 2021, forming Allspring Global Investments, a privately held asset management firm with $587 billion in AUM1 as of September 30, 2021.
Allspring Global Investments™ is a leading independent asset management firm with a full breadth of investment capabilities across diverse asset classes, serving the needs of its institutional and wealth management clients around the world. Allspring operates across 18 offices globally supported by more than 480 investment professionals. Allspring and its investment teams provide a broad range of differentiated investment products and solutions to help its diverse range of clients meet their investment objectives.
| 1 | As of September 30, 2021, assets under management (AUM) includes $93 billion from Galliard Capital Management, LLC, an investment advisor that is not part of the Allspring trade name/GIPS firm. |
4 | Allspring Global Small Cap Fund
Letter to shareholders (unaudited)
As part of this transition, all mutual funds within the Wells Fargo Funds family were rebranded as Allspring Funds. Each individual fund had “Wells Fargo” removed from its fund name and replaced with “Allspring.” The fund name changes went into effect on December 6, 2021.
Allspring Global Investments is the trade name for the asset management firms of Allspring Global Investments Holdings, LLC, a holding company indirectly owned by certain private funds of GTCR LLC and Reverence Capital Partners, L.P.
Thank you for choosing to invest with Allspring Funds. We appreciate your confidence in us and remain committed to helping you meet your financial needs.
Sincerely,
Andrew Owen
President
Allspring Funds
President
Allspring Funds
For further information about your Fund, contact your investment professional, visit our website at allspringglobal.com, or call us directly at 1-800-222-8222.
Allspring Global Small Cap Fund | 5
Performance highlights (unaudited)
| Investment objective | The Fund seeks long-term capital appreciation. |
| Manager | Allspring Funds Management, LLC |
| Subadviser | Allspring Global Investments, LLC |
| Portfolio managers | Stephen Giggie, CFA®‡, Oleg Makhorine, Brian Martin, CFA®‡, James M. Tringas, CFA®‡, Bryant VanCronkhite, CFA®‡, CPA |
| Average annual total returns (%) as of October 31, 2021 | |||||||||||
| Including sales charge | Excluding sales charge | Expense ratios1 (%) | |||||||||
| Inception date | 1 year | 5 year | 10 year | 1 year | 5 year | 10 year | Gross | Net 2 | |||
| Class A (EKGAX) | 3-16-1988 | 38.35 | 12.72 | 11.44 | 46.79 | 14.06 | 12.10 | 1.54 | 1.54 | ||
| Class C (EKGCX) | 2-1-1993 | 44.67 | 13.27 | 11.29 | 45.67 | 13.27 | 11.29 | 2.29 | 2.29 | ||
| Administrator Class (EKGYX) | 1-13-1997 | – | – | – | 46.92 | 14.22 | 12.27 | 1.46 | 1.40 | ||
| Institutional Class (EKGIX) | 7-30-2010 | – | – | – | 47.26 | 14.49 | 12.55 | 1.21 | 1.15 | ||
| S&P Developed SmallCap Index3 | – | – | – | – | 44.86 | 14.09 | 12.15 | – | – | ||
Figures quoted represent past performance, which is no guarantee of future results, and do not reflect taxes that a shareholder may pay on an investment in a fund. Investment return and principal value of an investment will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost. Performance shown without sales charges would be lower if sales charges were reflected. Current performance may be lower or higher than the performance data quoted, which assumes the reinvestment of dividends and capital gains. Current month-end performance is available on the Fund’s website, allspringglobal.com.
Please keep in mind that high double-digit returns were primarily achieved during favorable market conditions. You should not expect that such favorable returns can be consistently achieved. A fund’s performance, especially for short time periods, should not be the sole factor in making your investment decision.
Index returns do not include transaction costs associated with buying and selling securities, any mutual fund fees or expenses, or any taxes. It is not possible to invest directly in an index.
For Class A shares, the maximum front-end sales charge is 5.75%. For Class C shares, the maximum contingent deferred sales charge is 1.00%. Performance including a contingent deferred sales charge assumes the sales charge for the corresponding time period. Administrator Class and Institutional Class shares are sold without a front-end sales charge or contingent deferred sales charge.
| 1 | Reflects the expense ratios as stated in the most recent prospectuses. The expense ratios shown are subject to change and may differ from the annualized expense ratios shown in the financial highlights of this report. |
| 2 | The manager has contractually committed through February 28, 2022, to waive fees and/or reimburse expenses to the extent necessary to cap total annual fund operating expenses after fee waivers at 1.55% for Class A, 2.30% for Class C, 1.40% for Administrator Class, and 1.15% for Institutional Class. Brokerage commissions, stamp duty fees, interest, taxes, acquired fund fees and expenses (if any), and extraordinary expenses are excluded from the expense caps. Prior to or after the commitment expiration date, the caps may be increased or the commitment to maintain the caps may be terminated only with the approval of the Board of Trustees. Without these caps, the Fund’s returns would have been lower. The expense ratio paid by an investor is the net expense ratio (the total annual fund operating expenses after fee waivers) as stated in the prospectuses. |
| 3 | The S&P Developed SmallCap Index is a free-float-adjusted market-capitalization-weighted index designed to measure the equity market performance of small-capitalization companies located in developed markets. The index is composed of companies within the bottom 15% of the cumulative market capitalization in developed markets. The index covers all publicly listed equities with float-adjusted market values of U.S. $100 million or more and annual dollar value traded of at least U.S. $50 million in all included countries. You cannot invest directly in an index. |
Stock values fluctuate in response to the activities of individual companies and general market and economic conditions. Foreign investments are especially volatile and can rise or fall dramatically due to differences in the political and economic conditions of the host country. These risks are generally intensified in emerging markets. The use of derivatives may reduce returns and/or increase volatility. Certain investment strategies tend to increase the total risk of an investment (relative to the broader market). This fund is exposed to geographic risk and smaller-company securities risk. Consult the Fund’s prospectus for additional information on these and other risks.
| ‡ | CFA® and Chartered Financial Analyst® are trademarks owned by CFA Institute. |
6 | Allspring Global Small Cap Fund
Performance highlights (unaudited)
Growth of $10,000 investment as of October 31, 20211
| 1 | The chart compares the performance of Class A shares for the most recent ten years with the S&P Developed SmallCap Index. The chart assumes a hypothetical investment of $10,000 in Class A shares and reflects all operating expenses and assumes the maximum initial sales charge of 5.75%. |
Allspring Global Small Cap Fund | 7
Performance highlights (unaudited)
MANAGER'S DISCUSSION
Fund highlights
| ■ | The Fund outperformed its benchmark, the S&P Developed SmallCap Index, for the 12-month period that ended October 31, 2021. |
| ■ | Stock selection in the information technology (IT) and industrials sectors contributed to relative performance. |
| ■ | Regionally, security selection in Canada and Asia ex-Japan contributed to performance. |
| ■ | Stock selection in the materials sector and an underweight to the financials sector detracted from relative performance. |
| ■ | Security selection in Europe detracted. |
A strong post-pandemic recovery.
Global equity markets and the S& P Developed SmallCap Index experienced a significant rally over the period fueled by new COVID-19 vaccinations and the hopes for a global economic recovery. The optimism around the November 2020 vaccine announcements led to small-cap outperformance across geographies and a preference for the more cyclically exposed industries and business models over much of the period. The higher-risk energy sector was the best performing within the index by a wide margin. The more defensive health care, consumer staples, and utilities sectors were the worst performing. Japan, which is often perceived as a safe-haven region, was the worst-performing country as investors preferred the regions and currencies that would rebound the most as economies reopened. The energy-levered Canadian region was the best performer within the index.
| Ten largest holdings (%) as of October 31, 20211 | |
| Helen of Troy Limited | 4.08 |
| Innospec Incorporated | 3.72 |
| Mayville Engineering Company Incorporated | 3.04 |
| CBIZ Incorporated | 3.00 |
| Novanta Incorporated | 2.94 |
| Central Garden & Pet Company Class A | 2.76 |
| Denny’s Corporation | 2.61 |
| CSW Industrials Incorporated | 2.33 |
| Balchem Corporation | 2.22 |
| S4 Capital plc | 2.04 |
| 1 | Figures represent the percentage of the Fund's net assets. Holdings are subject to change and may have changed since the date specified. |
During the period, the team made modest changes to sector and regional exposures within the Fund based on our bottom-up reward/risk valuation process. The Fund increased its weight to the consumer discretionary sector and slightly reduced its weight in the industrials sector. From
a regional perspective, the Fund reduced its overweight to Japan and reduced its underweight to the U.S. slightly.
As bottom-up investors, we evaluate how global macroeconomic events might affect the Fund’s holdings, but we do not try to forecast the outcomes. We seek companies that can control their destinies via their long-term competitive advantages, sustainable free cash flows, and flexible balance sheets.
Stock selection in the IT and industrials sectors contributed to relative performance.
In the IT sector, Canadian-based IT holding BlackBerry Limited* provides intelligent security software and services to enterprises and governments around the world. During the period, the company announced a multiyear agreement with Amazon Web Services to develop and market its BlackBerry IVY cloud-based software platform. This combined with an increase in retail investor interest and a movement toward recovery stocks caused the shares to appreciate considerably.
| Sector allocation as of October 31, 20211 |
| 1 | Figures represent the percentage of the Fund's long-term investments. These amounts are subject to change and may have changed since the date specified. |
| * | This security was no longer held at the end of the reporting period. |
8 | Allspring Global Small Cap Fund
Performance highlights (unaudited)
In the industrials sector, Mayville Engineering Company, Incorporated, is a leading U.S. metal fabricator. The company continues to invest in automation and other cost enhancements to drive long-term market capture and margin expansion. Mayville reported results that were stronger than expected and highlighted positive end market activity. We remain confident in Mayville’s ability to use its competitive profile and financial position to continue consolidating the industry and create value for shareholders over time.
Stock selection in the materials sector and an underweight to the financials sector detracted from relative performance.
A lack of exposure to the most cyclically exposed materials companies detracted from relative performance. Stepan Company is a specialty chemical producer used in a number of different end markets. The company has a long history of being good stewards of capital, maintaining a net-cash balance sheet that can be used to further diversify end markets. After outperforming during the COVID-19 crisis, the stock lagged its more cyclical peers. We continue to see an attractive reward/risk valuation and believe the stock will be rewarded as its well-positioned financial flexibility is recognized.
The Fund’s underweight to financials detracted relative results. The sector was one of the strongest performing within the index as interest rates began to rise with improving economic expectations. Our underweight is driven by the better reward/risk opportunities found in other sectors that possess stronger competitive advantages and can more freely deploy capital without regulatory constraints.
| Geographic allocation as of October 31, 20211 |
| 1 | Figures represent the percentage of the Fund's long-term investments. These amounts are subject to change and may have changed since the date specified. |
Our investment philosophy focuses on company-specific factors rather than on headline-dominating macroeconomic events.
As we look toward the end of 2021 and beyond, we see numerous market forces at play that could bring further volatility. Market participants continue to watch the post-COVID-19 recovery of global economic growth and central bank policy. Supply chain constraints and labor shortages have caused inflationary pressures across geographies. Our view is that inflation does not occur in a vacuum and the drivers behind the cost increases differ across industries and therefore is best evaluated at the individual stock level. We look to assess the effect on each company’s cost of goods sold and its ability to pass price increases along to customers to truly measure the inflationary impact. We believe our fundamental analysis, risk management, and active investment process are well suited to take advantage of new opportunities as the equity market evolves. While volatility may increase, we believe the strong balance sheets and stable cash flow of the companies in our portfolio should support consistent long-term performance.
Allspring Global Small Cap Fund | 9
Fund expenses (unaudited)
As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including sales charges (loads) on purchase payments and contingent deferred sales charges (if any) on redemptions and (2) ongoing costs, including management fees, distribution (12b-1) and/or shareholder servicing fees, and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.
The example is based on an investment of $1,000 invested at the beginning of the six-month period and held for the entire period from May 1, 2021 to October 31, 2021.
Actual expenses
The “Actual” line of the table below provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the “Actual” line under the heading entitled “Expenses paid during period” for your applicable class of shares to estimate the expenses you paid on your account during this period.
Hypothetical example for comparison purposes
The “Hypothetical” line of the table below provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.
Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads) and contingent deferred sales charges. Therefore, the “Hypothetical” line of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.
| Beginning account value 5-1-2021 | Ending account value 10-31-2021 | Expenses paid during the period1 | Annualized net expense ratio | |
| Class A | ||||
| Actual | $1,000.00 | $1,040.57 | $ 7.56 | 1.47% |
| Hypothetical (5% return before expenses) | $1,000.00 | $1,017.80 | $ 7.48 | 1.47% |
| Class C | ||||
| Actual | $1,000.00 | $1,036.96 | $11.40 | 2.22% |
| Hypothetical (5% return before expenses) | $1,000.00 | $1,014.01 | $11.27 | 2.22% |
| Administrator Class | ||||
| Actual | $1,000.00 | $1,041.17 | $ 7.15 | 1.39% |
| Hypothetical (5% return before expenses) | $1,000.00 | $1,018.20 | $ 7.07 | 1.39% |
| Institutional Class | ||||
| Actual | $1,000.00 | $1,042.39 | $ 5.87 | 1.14% |
| Hypothetical (5% return before expenses) | $1,000.00 | $1,019.46 | $ 5.80 | 1.14% |
1 Expenses paid is equal to the annualized net expense ratio of each class multiplied by the average account value over the period, multiplied by the number of days in the most recent fiscal half-year divided by the number of days in the fiscal year (to reflect the one-half-year period).
10 | Allspring Global Small Cap Fund
Portfolio of investments—October 31, 2021
| Shares | Value | |||||
| Common stocks: 96.15% | ||||||
| Australia: 3.96% | ||||||
| Ansell Limited (Health care, Health care equipment & supplies) | 272,311 | $ 6,454,697 | ||||
| Bravura Solutions Limited (Information technology, Software) | 333,136 | 696,672 | ||||
| Cettire Limited (Consumer discretionary, Internet & direct marketing retail) †« | 1,026,907 | 2,626,469 | ||||
| Inghams Group Limited (Consumer staples, Food products) | 591,670 | 1,651,261 | ||||
| Orora Limited (Materials, Containers & packaging) | 453,258 | 1,125,179 | ||||
| 12,554,278 | ||||||
| Austria: 0.58% | ||||||
| Mayr-Melnhof Karton AG (Materials, Containers & packaging) | 9,394 | 1,848,281 | ||||
| Belgium: 1.16% | ||||||
| Barco NV (Information technology, Electronic equipment, instruments & components) | 163,509 | 3,678,259 | ||||
| Canada: 3.66% | ||||||
| Novanta Incorporated (Information technology, Electronic equipment, instruments & components) † | 54,019 | 9,321,519 | ||||
| Primo Water Corporation (Consumer staples, Beverages) | 143,835 | 2,289,552 | ||||
| 11,611,071 | ||||||
| Denmark: 0.43% | ||||||
| SimCorp AS (Information technology, Software) | 11,345 | 1,370,568 | ||||
| France: 2.64% | ||||||
| Alten SA (Information technology, IT services) | 39,648 | 6,379,965 | ||||
| M6 Métropole Télévision SA (Communication services, Media) | 89,294 | 1,967,447 | ||||
| 8,347,412 | ||||||
| Germany: 4.15% | ||||||
| Cancom SE (Information technology, IT services) | 31,422 | 2,170,712 | ||||
| Gerresheimer AG (Health care, Life sciences tools & services) | 49,135 | 4,504,244 | ||||
| Krones AG (Industrials, Machinery) | 21,172 | 2,184,379 | ||||
| TAG Immobilien AG (Real estate, Real estate management & development) | 141,320 | 4,293,256 | ||||
| 13,152,591 | ||||||
| Ireland: 0.65% | ||||||
| Irish Residential Properties REIT plc (Real estate, Equity REITs) | 1,091,124 | 2,055,983 | ||||
| Italy: 2.51% | ||||||
| De'Longhi SpA (Consumer discretionary, Household durables) | 37,461 | 1,463,706 | ||||
| GVS SpA (Industrials, Machinery) | 233,906 | 3,474,580 | ||||
| Interpump Group SpA (Industrials, Machinery) | 40,708 | 2,999,976 | ||||
| 7,938,262 | ||||||
| Japan: 7.92% | ||||||
| Aeon Delight Company Limited (Industrials, Commercial services & supplies) | 95,100 | 2,912,033 | ||||
| Daiseki Company Limited (Industrials, Commercial services & supplies) | 51,720 | 2,409,592 | ||||
| DTS Corporation (Information technology, IT services) | 156,700 | 3,467,404 | ||||
| Fuji Seal International Incorporated (Materials, Containers & packaging) | 121,200 | 2,655,288 | ||||
| Horiba Limited (Information technology, Electronic equipment, instruments & components) | 21,000 | 1,370,827 | ||||
| Meitec Corporation (Industrials, Professional services) | 53,600 | 3,207,300 |
The accompanying notes are an integral part of these financial statements.
Allspring Global Small Cap Fund | 11
Portfolio of investments—October 31, 2021
| Shares | Value | |||||
| Japan: (continued) | ||||||
| Nihon Parkerizing Company Limited (Materials, Chemicals) | 258,900 | $ 2,571,395 | ||||
| Orix JREIT Incorporated (Real estate, Equity REITs) | 1,723 | 2,855,667 | ||||
| Sumitomo Warehouse Company Limited (Industrials, Transportation infrastructure) | 152,300 | 2,440,007 | ||||
| Taikisha Limited (Industrials, Construction & engineering) | 42,400 | 1,207,177 | ||||
| 25,096,690 | ||||||
| Luxembourg: 0.47% | ||||||
| Majorel Group Luxembourg SA (Information technology, IT services) † | 20,424 | 731,914 | ||||
| Stabilus SA (Industrials, Machinery) | 10,137 | 761,694 | ||||
| 1,493,608 | ||||||
| Netherlands: 0.56% | ||||||
| MYT Netherlands Parent BV ADR (Consumer discretionary, Specialty retail) †« | 39,331 | 1,038,338 | ||||
| TKH Group NV (Industrials, Electrical equipment) | 12,879 | 733,389 | ||||
| 1,771,727 | ||||||
| Norway: 0.95% | ||||||
| Atea ASA (Information technology, IT services) | 81,377 | 1,521,984 | ||||
| Elopak ASA (Materials, Containers & packaging) † | 516,041 | 1,484,368 | ||||
| 3,006,352 | ||||||
| Spain: 1.96% | ||||||
| Vidrala SA (Materials, Containers & packaging) | 15,987 | 1,694,705 | ||||
| Viscofan SA (Consumer staples, Food products) | 66,001 | 4,512,976 | ||||
| 6,207,681 | ||||||
| Sweden: 0.94% | ||||||
| Hexpol AB (Materials, Chemicals) | 110,851 | 1,294,638 | ||||
| Loomis AB (Industrials, Commercial services & supplies) | 62,832 | 1,696,640 | ||||
| 2,991,278 | ||||||
| Switzerland: 1.09% | ||||||
| Bossard Holding AG (Industrials, Trading companies & distributors) | 4,784 | 1,755,596 | ||||
| Bucher Industries AG (Industrials, Machinery) | 3,379 | 1,703,524 | ||||
| 3,459,120 | ||||||
| United Kingdom: 9.04% | ||||||
| Britvic plc (Consumer staples, Beverages) | 345,591 | 4,199,874 | ||||
| Domino's Pizza Group plc (Consumer discretionary, Hotels, restaurants & leisure) | 471,906 | 2,499,352 | ||||
| Elementis plc (Materials, Chemicals) † | 1,057,034 | 2,018,013 | ||||
| Lancashire Holdings Limited (Financials, Insurance) | 108,696 | 752,705 | ||||
| Mears Group plc (Industrials, Commercial services & supplies) | 65,067 | 176,314 | ||||
| Micro Focus International plc (Information technology, Software) | 157,122 | 767,010 | ||||
| Morgan Advanced Materials plc (Industrials, Machinery) | 245,762 | 1,163,729 | ||||
| S4 Capital plc (Communication services, Media) † | 651,523 | 6,473,323 | ||||
| Samarkand Group plc (Information technology, IT services) † | 600,000 | 1,354,865 | ||||
| Spectris plc (Information technology, Electronic equipment, instruments & components) | 106,353 | 5,478,482 |
The accompanying notes are an integral part of these financial statements.
12 | Allspring Global Small Cap Fund
Portfolio of investments—October 31, 2021
| Shares | Value | |||||
| United Kingdom: (continued) | ||||||
| Tate & Lyle plc (Consumer staples, Food products) | 301,447 | $ 2,674,120 | ||||
| THG Holding plc (Consumer discretionary, Internet & direct marketing retail) † | 365,277 | 1,082,784 | ||||
| 28,640,571 | ||||||
| United States: 53.48% | ||||||
| Aris Water Solutions Incorporated Class A (Industrials, Energy equipment & services) † | 9,600 | 131,232 | ||||
| ATI Physical Therapy Incorporated Class A (Health care, Health care providers & services) | 271,300 | 778,631 | ||||
| Balchem Corporation (Materials, Chemicals) | 45,900 | 7,026,831 | ||||
| Blackbaud Incorporated (Information technology, Software) † | 47,000 | 3,337,470 | ||||
| Bottomline Technologies (DE) Incorporated (Information technology, Software) † | 59,500 | 2,754,850 | ||||
| Brooks Automation Incorporated (Information technology, Semiconductors & semiconductor equipment) | 12,900 | 1,502,205 | ||||
| CBIZ Incorporated (Industrials, Professional services) † | 258,739 | 9,498,309 | ||||
| Central Garden & Pet Company Class A (Consumer staples, Household products) † | 189,646 | 8,761,645 | ||||
| CSW Industrials Incorporated (Industrials, Building products) | 53,363 | 7,397,179 | ||||
| CyberArk Software Limited (Information technology, Software) † | 19,900 | 3,584,189 | ||||
| Denny’s Corporation (Consumer discretionary, Hotels, restaurants & leisure) † | 520,754 | 8,279,989 | ||||
| E2open Parent Holding Incorporated (Information technology, Software) †« | 318,990 | 3,987,375 | ||||
| EnPro Industries Incorporated (Industrials, Machinery) | 47,600 | 4,267,816 | ||||
| FARO Technologies Incorporated (Information technology, Electronic equipment, instruments & components) † | 65,240 | 4,799,707 | ||||
| FormFactor Incorporated (Information technology, Semiconductors & semiconductor equipment) † | 41,700 | 1,658,826 | ||||
| Gibraltar Industries Incorporated (Industrials, Building products) † | 96,137 | 6,264,287 | ||||
| Global Blue Group Holding AG (Information technology, IT services) | 225,000 | 1,896,750 | ||||
| Helen of Troy Limited (Consumer discretionary, Household durables) † | 57,500 | 12,934,624 | ||||
| Holley Incorporated (Consumer discretionary, Auto components) †« | 426,782 | 4,651,924 | ||||
| ICU Medical Incorporated (Health care, Health care equipment & supplies) † | 27,340 | 6,401,114 | ||||
| Innospec Incorporated (Materials, Chemicals) | 130,216 | 11,798,872 | ||||
| Inspired Entertainment Incorporated (Consumer discretionary, Hotels, restaurants & leisure) † | 78,610 | 1,080,888 | ||||
| ManTech International Corporation Class A (Industrials, Professional services) | 24,900 | 2,146,878 | ||||
| Mayville Engineering Company Incorporated (Industrials, Machinery) † | 542,600 | 9,636,576 | ||||
| Natus Medical Incorporated (Health care, Health care equipment & supplies) † | 186,700 | 4,676,835 | ||||
| Neogen Corporation (Health care, Health care equipment & supplies) † | 96,500 | 4,082,915 | ||||
| Owens & Minor Incorporated (Health care, Health care providers & services) | 91,463 | 3,281,692 | ||||
| PAE Incorporated (Industrials, Aerospace & defense) † | 157,600 | 1,563,392 | ||||
| Progress Software Corporation (Information technology, Software) | 109,800 | 5,644,818 | ||||
| Rogers Corporation (Information technology, Electronic equipment, instruments & components) † | 9,800 | 1,970,976 | ||||
| RumbleOn Incorporated Class B (Consumer discretionary, Internet & direct marketing retail) †« | 59,300 | 2,313,293 | ||||
| Sovos Brands Incorporated (Consumer staples, Food products) † | 64,762 | 1,046,554 | ||||
| Spectrum Brands Holdings Incorporated (Consumer staples, Household products) | 55,800 | 5,231,250 | ||||
| Standex International Corporation (Industrials, Machinery) | 21,251 | 2,364,599 | ||||
| Stepan Company (Materials, Chemicals) | 29,200 | 3,504,584 |
The accompanying notes are an integral part of these financial statements.
Allspring Global Small Cap Fund | 13
Portfolio of investments—October 31, 2021
| Shares | Value | |||||
| United States: (continued) | ||||||
| Stronghold Digital Mining Incorporated Class A (Information technology, Software) † | 3,632 | $ 99,735 | ||||
| The Wendy's Company (Consumer discretionary, Hotels, restaurants & leisure) | 249,600 | 5,566,080 | ||||
| Tupperware Brands Corporation (Consumer discretionary, Household durables) † | 132,214 | 2,940,439 | ||||
| Vivid Seats Incorporated Class A (Consumer discretionary, Internet & direct marketing retail) « | 43,500 | 587,250 | ||||
| 169,452,579 | ||||||
| Total Common stocks (Cost $228,106,522) | 304,676,311 | |||||
| Other instruments: 0.01% | ||||||
| United States: 0.01% | ||||||
| B. Riley Principal 150 Merger Corporation Class A (Committed on 10-24-2021, commitment amount $1,500,000, cost $0) ♦‡†>= | 150,000 | 35,145 | ||||
| Total Other instruments (Cost $0) | 35,145 |
| Yield | ||||||
| Short-term investments: 6.35% | ||||||
| Investment companies: 6.35% | ||||||
| Allspring Government Money Market Fund Select Class ♠∞ | 0.03% | 10,069,189 | 10,069,189 | |||
| Securities Lending Cash Investments LLC ♠∩∞ | 0.03 | 10,055,941 | 10,055,941 | |||
| Total Short-term investments (Cost $20,125,130) | 20,125,130 | |||||
| Total investments in securities (Cost $248,231,652) | 102.51% | 324,836,586 | ||||
| Other assets and liabilities, net | (2.51) | (7,959,866) | ||||
| Total net assets | 100.00% | $316,876,720 |
| † | Non-income-earning security |
| ♦ | The security is fair valued in accordance with procedures approved by the Board of Trustees. |
| ‡ | Security is valued using significant unobservable inputs. |
| > | Restricted security as to resale, excluding Rule 144A securities. The Fund held restricted securities with an aggregate current value of $35,145 (original aggregate cost of $0), representing 0.01% of its net assets as of period end. |
| = | All or a portion of the position represents an unfunded purchase commitment. The Fund held securities with an aggregate unfunded commitment amount of $1,500,000, representing 0.47% of its net assets as of period end. |
| « | All or a portion of this security is on loan. |
| ♠ | The issuer of the security is an affiliated person of the Fund as defined in the Investment Company Act of 1940. |
| ∩ | The investment is a non-registered investment company purchased with cash collateral received from securities on loan. |
| ∞ | The rate represents the 7-day annualized yield at period end. |
| Abbreviations: | |
| ADR | American depositary receipt |
| REIT | Real estate investment trust |
The accompanying notes are an integral part of these financial statements.
14 | Allspring Global Small Cap Fund
Portfolio of investments—October 31, 2021
Investments in affiliates
An affiliated investment is an investment in which the Fund owns at least 5% of the outstanding voting shares of the issuer or as a result of other relationships, such as the Fund and the issuer having the same investment manager. Transactions with issuers that were either affiliates of the Fund at the beginning of the period or the end of the period were as follows:
| Value, beginning of period | Purchases | Sales proceeds | Net realized gains (losses) | Net change in unrealized gains (losses) | Value, end of period | Shares, end of period | Income from affiliated securities | |||
| Short-term investments | ||||||||||
| Allspring Government Money Market Fund Select Class | $1,627,131 | $125,138,635 | $(116,696,577) | $0 | $0 | $ 10,069,189 | 10,069,189 | $ 2,398 | ||
| Securities Lending Cash Investments LLC | 1,400,775 | 64,687,387 | (56,032,221) | 0 | 0 | 10,055,941 | 10,055,941 | 1,890 # | ||
| $0 | $0 | $20,125,130 | $4,288 | |||||||
| # | Amount shown represents income before fees and rebates. |
The accompanying notes are an integral part of these financial statements.
Allspring Global Small Cap Fund | 15
Statement of assets and liabilities—October 31, 2021
| Assets | |
Investments in unaffiliated securities (including $9,661,380 of securities loaned), at value (cost $228,106,522) | $ 304,711,456 |
Investments in affiliated securities, at value (cost $20,125,130) | 20,125,130 |
Foreign currency, at value (cost $36,572) | 36,427 |
Receivable for investments sold | 2,265,156 |
Receivable for dividends | 556,414 |
Receivable for Fund shares sold | 118,121 |
Receivable for securities lending income, net | 20,748 |
Prepaid expenses and other assets | 45,689 |
Total assets | 327,879,141 |
| Liabilities | |
Payable upon receipt of securities loaned | 10,055,941 |
Payable for investments purchased | 464,368 |
Management fee payable | 250,600 |
Payable for Fund shares redeemed | 85,815 |
Administration fees payable | 44,848 |
Distribution fee payable | 2,948 |
Trustees’ fees and expenses payable | 73 |
Accrued expenses and other liabilities | 97,828 |
Total liabilities | 11,002,421 |
Total net assets | $316,876,720 |
| Net assets consist of | |
Paid-in capital | $ 200,136,652 |
Total distributable earnings | 116,740,068 |
Total net assets | $316,876,720 |
| Computation of net asset value and offering price per share | |
Net assets – Class A | $ 152,947,072 |
Shares outstanding – Class A1 | 2,825,855 |
Net asset value per share – Class A | $54.12 |
Maximum offering price per share – Class A2 | $57.42 |
Net assets – Class C | $ 4,703,558 |
Shares outstanding – Class C1 | 132,012 |
Net asset value per share – Class C | $35.63 |
Net assets – Administrator Class | $ 28,406,352 |
Shares outstanding – Administrator Class1 | 497,026 |
Net asset value per share – Administrator Class | $57.15 |
Net assets – Institutional Class | $ 130,819,738 |
Shares outstanding – Institutional Class1 | 2,292,978 |
Net asset value per share – Institutional Class | $57.05 |
| 1 | The Fund has an unlimited number of authorized shares. |
| 2 | Maximum offering price is computed as 100/94.25 of net asset value. On investments of $50,000 or more, the offering price is reduced. |
The accompanying notes are an integral part of these financial statements.
16 | Allspring Global Small Cap Fund
Statement of operations—year ended October 31, 2021
| Investment income | |
Dividends (net of foreign withholdings taxes of $213,347) | $ 2,930,778 |
Income from affiliated securities | 94,317 |
Total investment income | 3,025,095 |
| Expenses | |
Management fee | 2,768,794 |
| Administration fees | |
Class A | 309,702 |
Class C | 10,473 |
Administrator Class | 34,387 |
Institutional Class | 146,298 |
| Shareholder servicing fees | |
Class A | 368,638 |
Class C | 12,456 |
Administrator Class | 65,909 |
| Distribution fee | |
Class C | 37,368 |
Custody and accounting fees | 56,591 |
Professional fees | 47,382 |
Registration fees | 45,544 |
Shareholder report expenses | 34,620 |
Trustees’ fees and expenses | 19,219 |
Other fees and expenses | 18,896 |
Total expenses | 3,976,277 |
| Less: Fee waivers and/or expense reimbursements | |
Class A | (1,732) |
Administrator Class | (2,872) |
Institutional Class | (10,480) |
Net expenses | 3,961,193 |
Net investment loss | (936,098) |
| Realized and unrealized gains (losses) on investments | |
Net realized gains on investments | 45,458,968 |
Net change in unrealized gains (losses) on investments | 57,873,294 |
Net realized and unrealized gains (losses) on investments | 103,332,262 |
Net increase in net assets resulting from operations | $102,396,164 |
The accompanying notes are an integral part of these financial statements.
Allspring Global Small Cap Fund | 17
Statement of changes in net assets
| Year ended October 31, 2021 | Year ended October 31, 2020 | |||
| Operations | ||||
Net investment loss | $ (936,098) | $ (330,379) | ||
Payment from affiliate | 0 | 31,816 | ||
Net realized gains (losses) on investments | 45,458,968 | (2,457,998) | ||
Net change in unrealized gains (losses) on investments | 57,873,294 | (10,036,656) | ||
Net increase (decrease) in net assets resulting from operations | 102,396,164 | (12,793,217) | ||
| Distributions to shareholders from | ||||
| Net investment income and net realized gains | ||||
Class A | 0 | (6,017,486) | ||
Class C | 0 | (322,666) | ||
Administrator Class | 0 | (1,051,538) | ||
Institutional Class | 0 | (4,699,341) | ||
Total distributions to shareholders | 0 | (12,091,031) | ||
| Capital share transactions | Shares | Shares | ||
| Proceeds from shares sold | ||||
Class A | 161,044 | 7,747,457 | 99,738 | 3,668,097 |
Class C | 7,339 | 249,242 | 38,536 | 1,005,317 |
Administrator Class | 70,567 | 3,683,727 | 77,261 | 2,930,808 |
Institutional Class | 578,131 | 31,636,213 | 638,138 | 25,177,197 |
| 43,316,639 | 32,781,419 | |||
| Reinvestment of distributions | ||||
Class A | 0 | 0 | 138,110 | 5,585,707 |
Class C | 0 | 0 | 11,409 | 301,552 |
Administrator Class | 0 | 0 | 24,314 | 1,036,690 |
Institutional Class | 0 | 0 | 107,830 | 4,582,469 |
| 0 | 11,506,418 | |||
| Payment for shares redeemed | ||||
Class A | (406,040) | (20,137,366) | (704,685) | (25,380,114) |
Class C | (103,341) | (3,082,094) | (105,548) | (2,603,717) |
Administrator Class | (91,693) | (4,673,390) | (171,844) | (6,616,175) |
Institutional Class | (539,088) | (27,223,541) | (973,251) | (36,235,708) |
| (55,116,391) | (70,835,714) | |||
Net decrease in net assets resulting from capital share transactions | (11,799,752) | (26,547,877) | ||
Total increase (decrease) in net assets | 90,596,412 | (51,432,125) | ||
| Net assets | ||||
Beginning of period | 226,280,308 | 277,712,433 | ||
End of period | $316,876,720 | $226,280,308 | ||
The accompanying notes are an integral part of these financial statements.
18 | Allspring Global Small Cap Fund
Financial highlights
(For a share outstanding throughout each period)
| Year ended October 31 | |||||
| Class A | 2021 | 2020 | 2019 | 2018 | 2017 |
Net asset value, beginning of period | $36.87 | $39.97 | $39.97 | $45.81 | $38.61 |
Net investment income (loss) | (0.22) 1 | (0.10) 1 | 0.18 1 | 0.10 | 0.21 1 |
Net realized and unrealized gains (losses) on investments | 17.47 | (1.29) | 3.26 | (0.72) | 9.68 |
Total from investment operations | 17.25 | (1.39) | 3.44 | (0.62) | 9.89 |
| Distributions to shareholders from | |||||
Net investment income | 0.00 | (0.54) | (0.03) | (0.22) | (0.34) |
Net realized gains | 0.00 | (1.17) | (3.41) | (5.00) | (2.35) |
Total distributions to shareholders | 0.00 | (1.71) | (3.44) | (5.22) | (2.69) |
Net asset value, end of period | $54.12 | $36.87 | $39.97 | $39.97 | $45.81 |
Total return2 | 46.79% | (3.81)% | 9.75% | (1.82)% | 26.90% |
| Ratios to average net assets (annualized) | |||||
Gross expenses | 1.49% | 1.54% | 1.53% | 1.54% | 1.54% |
Net expenses | 1.49% | 1.53% | 1.53% | 1.54% | 1.54% |
Net investment income (loss) | (0.44)% | (0.27)% | 0.47% | 0.16% | 0.52% |
| Supplemental data | |||||
Portfolio turnover rate | 53% | 65% | 62% | 51% | 70% |
Net assets, end of period (000s omitted) | $152,947 | $113,234 | $141,388 | $132,906 | $155,828 |
| 1 | Calculated based upon average shares outstanding |
| 2 | Total return calculations do not include any sales charges. |
The accompanying notes are an integral part of these financial statements.
Allspring Global Small Cap Fund | 19
Financial highlights
(For a share outstanding throughout each period)
| Year ended October 31 | |||||
| Class C | 2021 | 2020 | 2019 | 2018 | 2017 |
Net asset value, beginning of period | $24.46 | $26.68 | $28.02 | $33.65 | $28.98 |
Net investment loss | (0.39) 1 | (0.25) 1 | (0.07) 1 | (0.20) | (0.06) 1 |
Payment from affiliate | 0.00 | 0.07 | 0.00 | 0.00 | 0.00 |
Net realized and unrealized gains (losses) on investments | 11.56 | (0.87) | 2.14 | (0.43) | 7.15 |
Total from investment operations | 11.17 | (1.05) | 2.07 | (0.63) | 7.09 |
| Distributions to shareholders from | |||||
Net investment income | 0.00 | 0.00 | 0.00 | 0.00 | (0.07) |
Net realized gains | 0.00 | (1.17) | (3.41) | (5.00) | (2.35) |
Total distributions to shareholders | 0.00 | (1.17) | (3.41) | (5.00) | (2.42) |
Net asset value, end of period | $35.63 | $24.46 | $26.68 | $28.02 | $33.65 |
Total return2 | 45.67% | (4.25)% 3 | 8.90% | (2.56)% | 25.95% |
| Ratios to average net assets (annualized) | |||||
Gross expenses | 2.24% | 2.29% | 2.28% | 2.29% | 2.29% |
Net expenses | 2.24% | 2.28% | 2.28% | 2.29% | 2.29% |
Net investment loss | (1.19)% | (1.00)% | (0.26)% | (0.59)% | (0.20)% |
| Supplemental data | |||||
Portfolio turnover rate | 53% | 65% | 62% | 51% | 70% |
Net assets, end of period (000s omitted) | $4,704 | $5,576 | $7,567 | $26,167 | $31,487 |
| 1 | Calculated based upon average shares outstanding |
| 2 | Total return calculations do not include any sales charges. |
| 3 | During the year ended October 31, 2020, the Fund received a payment from an affiliate which had a 0.28% impact on the total return. See Note 4 in the Notes to Financial Statements for additional information. |
The accompanying notes are an integral part of these financial statements.
20 | Allspring Global Small Cap Fund
Financial highlights
(For a share outstanding throughout each period)
| Year ended October 31 | |||||
| Administrator Class | 2021 | 2020 | 2019 | 2018 | 2017 |
Net asset value, beginning of period | $38.90 | $42.06 | $41.90 | $47.78 | $40.15 |
Net investment income (loss) | (0.12) | (0.05) 1 | 0.25 1 | 0.14 1 | 0.29 1 |
Payment from affiliate | 0.00 | 0.03 | 0.00 | 0.00 | 0.00 |
Net realized and unrealized gains (losses) on investments | 18.37 | (1.36) | 3.42 | (0.73) | 10.07 |
Total from investment operations | 18.25 | (1.38) | 3.67 | (0.59) | 10.36 |
| Distributions to shareholders from | |||||
Net investment income | 0.00 | (0.61) | (0.10) | (0.29) | (0.38) |
Net realized gains | 0.00 | (1.17) | (3.41) | (5.00) | (2.35) |
Total distributions to shareholders | 0.00 | (1.78) | (3.51) | (5.29) | (2.73) |
Net asset value, end of period | $57.15 | $38.90 | $42.06 | $41.90 | $47.78 |
Total return | 46.92% | (3.61)% 2 | 9.90% | (1.68)% | 27.04% |
| Ratios to average net assets (annualized) | |||||
Gross expenses | 1.41% | 1.46% | 1.45% | 1.46% | 1.46% |
Net expenses | 1.39% | 1.40% | 1.40% | 1.40% | 1.40% |
Net investment income (loss) | (0.35)% | (0.13)% | 0.63% | 0.30% | 0.68% |
| Supplemental data | |||||
Portfolio turnover rate | 53% | 65% | 62% | 51% | 70% |
Net assets, end of period (000s omitted) | $28,406 | $20,157 | $24,746 | $27,965 | $30,327 |
| 1 | Calculated based upon average shares outstanding |
| 2 | During the year ended October 31, 2020, the Fund received a payment from an affiliate which had a 0.08% impact on the total return. See Note 4 in the Notes to Financial Statements for additional information. |
The accompanying notes are an integral part of these financial statements.
Allspring Global Small Cap Fund | 21
Financial highlights
(For a share outstanding throughout each period)
| Year ended October 31 | |||||
| Institutional Class | 2021 | 2020 | 2019 | 2018 | 2017 |
Net asset value, beginning of period | $38.74 | $41.92 | $41.80 | $47.68 | $40.08 |
Net investment income (loss) | (0.06) | 0.02 | 0.36 | 0.25 | 0.38 |
Net realized and unrealized gains (losses) on investments | 18.37 | (1.31) | 3.39 | (0.74) | 10.06 |
Total from investment operations | 18.31 | (1.29) | 3.75 | (0.49) | 10.44 |
| Distributions to shareholders from | |||||
Net investment income | 0.00 | (0.72) | (0.22) | (0.39) | (0.49) |
Net realized gains | 0.00 | (1.17) | (3.41) | (5.00) | (2.35) |
Total distributions to shareholders | 0.00 | (1.89) | (3.63) | (5.39) | (2.84) |
Net asset value, end of period | $57.05 | $38.74 | $41.92 | $41.80 | $47.68 |
Total return | 47.26% | (3.42)% | 10.17% | (1.45)% | 27.38% |
| Ratios to average net assets (annualized) | |||||
Gross expenses | 1.16% | 1.21% | 1.20% | 1.21% | 1.21% |
Net expenses | 1.15% | 1.15% | 1.15% | 1.15% | 1.15% |
Net investment income (loss) | (0.12)% | 0.11% | 0.86% | 0.54% | 1.01% |
| Supplemental data | |||||
Portfolio turnover rate | 53% | 65% | 62% | 51% | 70% |
Net assets, end of period (000s omitted) | $130,820 | $87,313 | $104,011 | $118,625 | $41,087 |
The accompanying notes are an integral part of these financial statements.
22 | Allspring Global Small Cap Fund
Notes to financial statements
1. ORGANIZATION
Allspring Funds Trust (the "Trust"), a Delaware statutory trust organized on March 10, 1999, is an open-end management investment company registered under the Investment Company Act of 1940, as amended (the "1940 Act"). As an investment company, the Trust follows the accounting and reporting guidance in Financial Accounting Standards Board ("FASB") Accounting Standards Codification Topic 946, Financial Services – Investment Companies. These financial statements report on the Allspring Global Small Cap Fund (the "Fund") which is a diversified series of the Trust.
On February 23, 2021, Wells Fargo & Company announced that it has entered into a definitive agreement to sell Wells Fargo Asset Management ("WFAM") to GTCR LLC and Reverence Capital Partners, L.P. WFAM is the trade name used by the asset management businesses of Wells Fargo & Company and includes Wells Fargo Funds Management, LLC, the investment manager to the Fund, Wells Capital Management, LLC and Wells Fargo Asset Management (International) Limited, both registered investment advisers providing subadvisory services to certain funds, and Wells Fargo Funds Distributor, LLC, the Fund's principal underwriter. As part of the transaction, Wells Fargo & Company will own a 9.9% equity interest and will continue to serve as an important client and distribution partner.
Consummation of the transaction will result in the automatic termination of the Fund’s investment management agreement and subadvisory agreement. The Fund’s Board of Trustees approved a new investment management agreement and a new subadvisory agreement which were submitted to the Fund’s shareholders for approval at a Special Meeting of Shareholders held on September 15, 2021. Shareholders of record of the Fund at the close of business on May 28, 2021 approved the new agreements which will take effect upon the closing of the transaction.
As more fully discussed in Note 12, the transaction closed on November 1, 2021 and the investment manager, subadvisers and distributor changed their names to Allspring Funds Management, LLC, Allspring Global Investments, LLC, Allspring Global Investments (UK) Limited and Allspring Funds Distributor, LLC, respectively. While these name changes occurred after the end of the period, throughout this report, the new names have been used.
The Board of Trustees of the Wells Fargo Funds voted on July 15, 2021 to approve a change to the Fund's name to remove "Wells Fargo" from the name and replace it with "Allspring", effective December 6, 2021.
2. SIGNIFICANT ACCOUNTING POLICIES
The following significant accounting policies, which are consistently followed in the preparation of the financial statements of the Fund, are in conformity with U.S. generally accepted accounting principles which require management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of income and expenses during the reporting period. Actual results could differ from those estimates.
Securities valuation
All investments are valued each business day as of the close of regular trading on the New York Stock Exchange (generally 4 p.m. Eastern Time), although the Fund may deviate from this calculation time under unusual or unexpected circumstances.
Equity securities that are listed on a foreign or domestic exchange or market are valued at the official closing price or, if none, the last sales price. If no sale occurs on the principal exchange or market that day, a fair value price will be determined in accordance with the Fund’s Valuation Procedures.
The values of securities denominated in foreign currencies are translated into U.S. dollars at rates provided by an independent foreign currency pricing source at a time each business day specified by the Allspring Global Investments Pricing Committee at Allspring Funds Management, LLC ("Allspring Funds Management").
Many securities markets and exchanges outside the U.S. close prior to the close of the New York Stock Exchange and therefore may not fully reflect trading or events that occur after the close of the principal exchange in which the foreign securities are traded, but before the close of the New York Stock Exchange. If such trading or events are expected to materially affect the value of such securities, then fair value pricing procedures approved by the Board of Trustees of the Fund are applied. These procedures take into account multiple factors including movements in U.S. securities markets after foreign exchanges close. Foreign securities that are fair valued under these procedures are categorized as Level 2 and the application of these procedures may result in transfers between Level 1 and Level 2. Depending on market activity, such fair valuations may be frequent. Such fair value pricing may result in net asset values that are higher or lower than net asset values based on the last reported sales price or latest quoted bid price. On October 31, 2021, such fair value pricing was not used in pricing foreign securities.
Allspring Global Small Cap Fund | 23
Notes to financial statements
Investments in registered open-end investment companies are valued at net asset value. Interests in non-registered investment companies that are redeemable at net asset value are fair valued normally at net asset value.
Investments which are not valued using any of the methods discussed above are valued at their fair value, as determined in good faith by the Board of Trustees. The Board of Trustees has established a Valuation Committee comprised of the Trustees and has delegated to it the authority to take any actions regarding the valuation of portfolio securities that the Valuation Committee deems necessary or appropriate, including determining the fair value of portfolio securities, unless the determination has been delegated to the Allspring Global Investments Pricing Committee. The Board of Trustees retains the authority to make or ratify any valuation decisions or approve any changes to the Valuation Procedures as it deems appropriate. On a quarterly basis, the Board of Trustees receives reports on any valuation actions taken by the Valuation Committee or the Allspring Global Investments Pricing Committee which may include items for ratification.
Foreign currency translation
The accounting records of the Fund are maintained in U.S. dollars. The values of other assets and liabilities denominated in foreign currencies are translated into U.S. dollars at rates provided by an independent foreign currency pricing source at a time each business day specified by the Allspring Global Investments Pricing Committee. Purchases and sales of securities, and income and expenses are converted at the rate of exchange on the respective dates of such transactions. Net realized foreign exchange gains or losses arise from sales of foreign currencies, currency gains or losses realized between the trade and settlement dates on securities transactions, and the difference between the amounts of dividends, interest and foreign withholding taxes recorded and the U.S. dollar equivalent of the amounts actually paid or received. Net unrealized foreign exchange gains and losses arise from changes in the fair value of assets and liabilities other than investments in securities resulting from changes in exchange rates. The changes in net assets arising from changes in exchange rates of securities and the changes in net assets resulting from changes in market prices of securities are not separately presented. Such changes are included in net realized and unrealized gains or losses from investments.
Securities lending
The Fund may lend its securities from time to time in order to earn additional income in the form of fees or interest on securities received as collateral or the investment of any cash received as collateral. When securities are on loan, the Fund receives interest or dividends on those securities. Cash collateral received in connection with its securities lending transactions is invested in Securities Lending Cash Investments, LLC (the "Securities Lending Fund"). Investments in Securities Lending Fund are valued at the evaluated bid price provided by an independent pricing service. Income earned from investment in the Securities Lending Fund (net of fees and rebates), if any, is included in income from affiliated securities on the Statement of Operations.
In a securities lending transaction, the net asset value of the Fund is affected by an increase or decrease in the value of the securities loaned and by an increase or decrease in the value of the instrument in which collateral is invested. The amount of securities lending activity undertaken by the Fund fluctuates from time to time. The Fund has the right under the lending agreement to recover the securities from the borrower on demand. In the event of default or bankruptcy by the borrower, the Fund may be prevented from recovering the loaned securities or gaining access to the collateral or may experience delays or costs in doing so. In such an event, the terms of the agreement allow the unaffiliated securities lending agent to use the collateral to purchase replacement securities on behalf of the Fund or pay the Fund the market value of the loaned securities. The Fund bears the risk of loss with respect to depreciation of its investment of the cash collateral.
Forward commitments
The Fund may enter into forward commitment agreements, which agreements obligate the Fund, for a set period, to buy a certain amount of a security that may be issued and sold on a private placement basis, at the option of the issuer. The price of a security purchased pursuant to a forward commitment agreement is set at the time of the agreement. There is no assurance that the securities subject to a forward commitment agreement will be issued or, if such securities are issued, the value of the securities on the date of issuance may be more or less than the purchase price. The Fund will record the purchase of a security acquired under a forward commitment agreement, and will reflect the value of the security in the Fund’s net asset value, on the date on which the security can reasonably be expected to be issued.
Security transactions and income recognition
Securities transactions are recorded on a trade date basis. Realized gains or losses are recorded on the basis of identified cost.
Dividend income is recognized on the ex-dividend date, except for certain dividends from foreign securities, which are recorded as soon as the custodian verifies the ex-dividend date. Dividend income is recorded net of foreign taxes withheld where recovery of such taxes is not assured.
24 | Allspring Global Small Cap Fund
Notes to financial statements
Distributions to shareholders
Distributions to shareholders from net investment income and any net realized gains are recorded on the ex-dividend date and paid at least annually. Such distributions are determined in accordance with income tax regulations and may differ from U.S. generally accepted accounting principles. Dividend sources are estimated at the time of declaration. The tax character of distributions is determined as of the Fund's fiscal year end. Therefore, a portion of the Fund's distributions made prior to the Fund’s fiscal year end may be categorized as a tax return of capital at year end.
Federal and other taxes
The Fund intends to continue to qualify as a regulated investment company by distributing substantially all of its investment company taxable income and any net realized capital gains (after reduction for capital loss carryforwards) sufficient to relieve it from all, or substantially all, federal income taxes. Accordingly, no provision for federal income taxes was required.
The Fund’s income and federal excise tax returns and all financial records supporting those returns for the prior three fiscal years are subject to examination by the federal and Delaware revenue authorities. Management has analyzed the Fund's tax positions taken on federal, state, and foreign tax returns for all open tax years and does not believe that there are any uncertain tax positions that require recognition of a tax liability.
As of October 31, 2021, the aggregate cost of all investments for federal income tax purposes was $251,633,360 and the unrealized gains (losses) consisted of:
| Gross unrealized gains | $78,677,921 |
| Gross unrealized losses | (5,474,695) |
| Net unrealized gains | $73,203,226 |
Class allocations
The separate classes of shares offered by the Fund differ principally in applicable sales charges, distribution, shareholder servicing, and administration fees. Class specific expenses are charged directly to that share class. Investment income, common fund-level expenses, and realized and unrealized gains (losses) on investments are allocated daily to each class of shares based on the relative proportion of net assets of each class.
3. FAIR VALUATION MEASUREMENTS
Fair value measurements of investments are determined within a framework that has established a fair value hierarchy based upon the various data inputs utilized in determining the value of the Fund’s investments. The three-level hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The Fund’s investments are classified within the fair value hierarchy based on the lowest level of input that is significant to the fair value measurement. The inputs are summarized into three broad levels as follows:
| ■ | Level 1 – quoted prices in active markets for identical securities |
| ■ | Level 2 – other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.) |
| ■ | Level 3 – significant unobservable inputs (including the Fund’s own assumptions in determining the fair value of investments) |
The inputs or methodologies used for valuing investments in securities are not necessarily an indication of the risk associated with investing in those securities.
Allspring Global Small Cap Fund | 25
Notes to financial statements
The following is a summary of the inputs used in valuing the Fund’s assets and liabilities as of October 31, 2021:
| Quoted prices (Level 1) | Other significant observable inputs (Level 2) | Significant unobservable inputs (Level 3) | Total | |
| Assets | ||||
| Investments in: | ||||
| Common stocks | ||||
| Australia | $ 12,554,278 | $ 0 | $ 0 | $ 12,554,278 |
| Austria | 1,848,281 | 0 | 0 | 1,848,281 |
| Belgium | 3,678,259 | 0 | 0 | 3,678,259 |
| Canada | 11,611,071 | 0 | 0 | 11,611,071 |
| Denmark | 1,370,568 | 0 | 0 | 1,370,568 |
| France | 8,347,412 | 0 | 0 | 8,347,412 |
| Germany | 13,152,591 | 0 | 0 | 13,152,591 |
| Ireland | 2,055,983 | 0 | 0 | 2,055,983 |
| Italy | 7,938,262 | 0 | 0 | 7,938,262 |
| Japan | 25,096,690 | 0 | 0 | 25,096,690 |
| Luxembourg | 1,493,608 | 0 | 0 | 1,493,608 |
| Netherlands | 1,771,727 | 0 | 0 | 1,771,727 |
| Norway | 3,006,352 | 0 | 0 | 3,006,352 |
| Spain | 6,207,681 | 0 | 0 | 6,207,681 |
| Sweden | 2,991,278 | 0 | 0 | 2,991,278 |
| Switzerland | 3,459,120 | 0 | 0 | 3,459,120 |
| United Kingdom | 27,285,706 | 1,354,865 | 0 | 28,640,571 |
| United States | 169,452,579 | 0 | 0 | 169,452,579 |
| Other instruments | 0 | 0 | 35,145 | 35,145 |
| Short-term investments | ||||
| Investment companies | 20,125,130 | 0 | 0 | 20,125,130 |
| Total assets | $323,446,576 | $1,354,865 | $35,145 | $324,836,586 |
Additional sector, industry or geographic detail, if any, is included in the Portfolio of Investments.
For the year ended October 31, 2021, the Fund did not have any transfers into/out of Level 3.
4. TRANSACTIONS WITH AFFILIATES
Management fee
Allspring Funds Management, a wholly owned subsidiary of Allspring Global Investments Holdings, LLC, a holding company indirectly owned by Wells Fargo & Company as of October 31, 2021, is the manager of the Fund and provides advisory and fund-level administrative services under an investment management agreement. Under the investment management agreement, Allspring Funds Management is responsible for, among other services, implementing the investment objectives and strategies of the Fund, supervising the subadviser and providing fund-level administrative services in connection with the Fund’s operations. As compensation for its services under the investment management agreement, Allspring Funds Management is entitled to receive a management fee at the following annual rate based on the Fund’s average daily net assets:
26 | Allspring Global Small Cap Fund
Notes to financial statements
| Average daily net assets | Management fee |
| First $500 million | 0.950% |
| Next $500 million | 0.925 |
| Next $1 billion | 0.900 |
| Next $2 billion | 0.875 |
| Next $1 billion | 0.850 |
| Next $5 billion | 0.840 |
| Over $10 billion | 0.830 |
For the year ended October 31, 2021, the management fee was equivalent to an annual rate of 0.95% of the Fund’s average daily net assets.
Allspring Funds Management has retained the services of a subadviser to provide daily portfolio management to the Fund. The fee for subadvisory services is borne by Allspring Funds Management. Allspring Global Investments, LLC ("Allspring Investments"), an affiliate of Allspring Funds Management and a wholly owned subsidiary of Allspring Global Investments Holdings, LLC, is the subadviser to the Fund and is entitled to receive a fee from Allspring Funds Management at an annual rate starting at 0.55% and declining to 0.40% as the average daily net assets of the Fund increase.
Administration fees
Under a class-level administration agreement, Allspring Funds Management provides class-level administrative services to the Fund, which includes paying fees and expenses for services provided by the transfer agent, sub-transfer agents, omnibus account servicers and record-keepers. As compensation for its services under the class-level administration agreement, Allspring Funds Management receives an annual fee which is calculated based on the average daily net assets of each class as follows:
| Class-level administration fee | |
| Class A | 0.21% |
| Class C | 0.21 |
| Administrator Class | 0.13 |
| Institutional Class | 0.13 |
Waivers and/or expense reimbursements
Allspring Funds Management has contractually committed to waive and/or reimburse management and administration fees to the extent necessary to maintain certain net operating expense ratios for the Fund. When each class of the Fund has exceeded its expense cap, Allspring Funds Management will waive fees and/or reimburse expenses from fund-level expenses on a proportionate basis and then from class specific expenses. When only certain classes exceed their expense caps, waivers and/or reimbursements are applied against class specific expenses before fund-level expenses. Allspring Funds Management has contractually committed through February 28, 2022 to waive fees and/or reimburse expenses to the extent necessary to cap expenses. Prior to or after the commitment expiration date, the caps may be increased or the commitment to maintain the caps may be terminated only with the approval of the Board of Trustees. The contractual expense caps are as follows:
| Expense ratio caps | |
| Class A | 1.55% |
| Class C | 2.30 |
| Administrator Class | 1.40 |
| Institutional Class | 1.15 |
Allspring Global Small Cap Fund | 27
Notes to financial statements
Distribution fee
The Trust has adopted a distribution plan for Class C shares of the Fund pursuant to Rule 12b-1 under the 1940 Act. A distribution fee is charged to Class C shares and paid to Allspring Funds Distributor, LLC ("Allspring Funds Distributor"), an affiliate of Allspring Funds Management, the principal underwriter, at an annual rate of 0.75% of the average daily net assets of Class C shares.
In addition, Allspring Funds Distributor is entitled to receive the front-end sales charge from the purchase of Class A shares and a contingent deferred sales charge on the redemption of certain Class A shares. Allspring Funds Distributor is also entitled to receive the contingent deferred sales charges from redemptions of Class C shares. For the year ended October 31, 2021, Allspring Funds Distributor received $1,281 from the sale of Class A shares. No contingent deferred sales charges were incurred by Class A and Class C shares for the year ended October 31, 2021.
Shareholder servicing fees
The Trust has entered into contracts with one or more shareholder servicing agents, whereby Class A, Class C, and Administrator Class of the Fund are charged a fee at an annual rate of 0.25% of the average daily net assets of each respective class. A portion of these total shareholder servicing fees were paid to affiliates.
Interfund transactions
The Fund may purchase or sell portfolio investment securities to certain affiliates pursuant to Rule 17a-7 under the 1940 Act and under procedures adopted by the Board of Trustees. The procedures have been designed to ensure that these interfund transactions, which do not incur broker commissions, are effected at current market prices. Pursuant to these procedures, the Fund had $1,827,015, $1,827,015 and $(532,112) in interfund purchases, sales and net realized gains (losses), respectively, during the year ended October 31, 2021.
Other transactions
On August 14, 2020, Class C and Administrator Class of the Fund were reimbursed by Allspring Funds Management in the amount of $16,192 and $15,624, respectively. The reimbursements were made in connection with resolving certain fee reimbursements.
5. INVESTMENT PORTFOLIO TRANSACTIONS
Purchases and sales of investments, excluding U.S. government obligations (if any) and short-term securities, for the year ended October 31, 2021 were $146,904,981 and $170,155,656, respectively.
6. SECURITIES LENDING TRANSACTIONS
The Fund lends its securities through an unaffiliated securities lending agent and receives collateral in the form of cash or securities with a value at least equal to the value of the securities on loan. The value of the loaned securities is determined at the close of each business day and any increases or decreases in the required collateral are exchanged between the Fund and the counterparty on the next business day. Cash collateral received is invested in the Securities Lending Fund which seeks to provide a positive return compared to the daily Federal Funds Open Rate by investing in high-quality, U.S. dollar-denominated short-term money market instruments and is exempt from registration under Section 3(c)(7) of the 1940 Act. Securities Lending Fund is managed by Allspring Funds Management and is subadvised by Allspring Investments. Allspring Funds Management receives an advisory fee starting at 0.05% and declining to 0.01% as the average daily net assets of the Securities Lending Fund increase. All of the fees received by Allspring Funds Management are paid to Allspring Investments for its services as subadviser.
In the event of counterparty default or the failure of a borrower to return a loaned security, the Fund has the right to use the collateral to offset any losses incurred. As of October 31, 2021, the Fund had securities lending transactions with the following counterparties which are subject to offset:
28 | Allspring Global Small Cap Fund
Notes to financial statements
| Counterparty | Value of securities on loan | Collateral received1 | Net amount |
| Bank of America Securities Incorporated | $ 148,240 | $ (148,240) | $0 |
| Barclays Capital Incorporated | 1,893,180 | (1,893,180) | 0 |
| Citigroup Global Markets Incorporated | 488,632 | (488,632) | 0 |
| Credit Suisse Securities (USA) LLC | 2,036,788 | (2,036,788) | 0 |
| Deutsche Bank Securities Incorporated | 461,250 | (461,250) | 0 |
| JPMorgan Securities LLC | 557,550 | (557,550) | 0 |
| Morgan Stanley & Co. LLC | 1,031,140 | (1,031,140) | 0 |
| National Financial Services LLC | 28,350 | (28,350) | 0 |
| Nomura Securities International Incorporated | 3,016,250 | (3,016,250) | 0 |
1 Collateral received within this table is limited to the collateral for the net transaction with the counterparty.
7. BANK BORROWINGS
The Trust (excluding the money market funds), Allspring Master Trust and Allspring Variable Trust are parties to a $350,000,000 revolving credit agreement whereby the Fund is permitted to use bank borrowings for temporary or emergency purposes, such as to fund shareholder redemption requests. Interest under the credit agreement is charged to the Fund based on a borrowing rate equal to the higher of the Federal Funds rate in effect on that day plus 1.25% or the overnight bank funding rate in effect on that day plus 1.25%. In addition, an annual commitment fee equal to 0.25% of the unused balance is allocated to each participating fund.
For the year ended October 31, 2021, there were no borrowings by the Fund under the agreement.
8. DISTRIBUTIONS TO SHAREHOLDERS
The tax character of distributions paid during the years ended October 31, 2021 and October 31, 2020 were as follows:
| Year ended October 31 | ||
| 2021 | 2020 | |
| Ordinary income | $0 | $5,687,755 |
| Long-term capital gain | 0 | 6,403,276 |
As of October 31, 2021, the components of distributable earnings on a tax basis were as follows:
| Undistributed ordinary income | Undistributed long-term gain | Unrealized gains |
| $27,408,179 | $16,137,910 | $73,199,763 |
9. CONCENTRATION RISKS
As of the end of the period, the Fund concentrated its portfolio of investments in in North America and Europe. A fund that invests a substantial portion of its assets in any country or geographic region will be more vulnerable than a fund that invests its assets more broadly to the economic, financial, political or other developments affecting that country or region. Such developments may have a significant impact on the Fund's investment performance causing such performance to be more volatile than the investment performance of a more geographically diversified fund.
10. INDEMNIFICATION
Under the Fund's organizational documents, the officers and Trustees have been granted certain indemnification rights against certain liabilities that may arise out of performance of their duties to the Fund. The Fund has entered into a separate agreement with each Trustee that converts indemnification rights currently existing under the Fund’s organizational documents into contractual rights that cannot be changed in the future without the consent of the Trustee. Additionally, in the
Allspring Global Small Cap Fund | 29
Notes to financial statements
normal course of business, the Fund may enter into contracts with service providers that contain a variety of indemnification clauses. The Fund’s maximum exposure under these arrangements is dependent on future claims that may be made against the Fund and, therefore, cannot be estimated.
11. CORONAVIRUS (COVID-19) PANDEMIC
On March 11, 2020, the World Health Organization announced that it had made the assessment that coronavirus disease 2019 (“COVID-19”) is a pandemic. The impacts of COVID-19 are affecting the entire global economy, individual companies and investment products, the funds, and the market in general. There is significant uncertainty around the extent and duration of business disruptions related to COVID-19 and the impacts may last for an extended period of time. COVID-19 has led to significant uncertainty and volatility in the financial markets.
12. SUBSEQUENT EVENTS
Effective on November 1, 2021, the sale transaction of Wells Fargo Asset Management by Wells Fargo & Company to GTCR LLC and Reverence Capital Partners, L.P. was closed. In connection with the closing of the transaction, Wells Fargo Asset Management became known as Allspring Global Investments (“Allspring”) and various entities that provide services to the Fund changed their names to “Allspring”, including Allspring Funds Management, LLC (formerly Wells Fargo Funds Management, LLC), the investment manager to the Fund, Allspring Global Investments, LLC (formerly Wells Capital Management, LLC) and Allspring Global Investments (UK) Limited (formerly Wells Fargo Asset Management (International) Limited), both registered investment advisers providing subadvisory services to certain funds, and Allspring Funds Distributor, LLC (formerly Wells Fargo Funds Distributor, LLC), the Fund's principal underwriter. These name changes have been reflected within this report.
30 | Allspring Global Small Cap Fund
Report of independent registered public accounting firm
To the Shareholders of the Fund and Board of Trustees
Allspring Funds Trust:
Allspring Funds Trust:
Opinion on the Financial Statements
We have audited the accompanying statement of assets and liabilities of Allspring Global Small Cap Fund (formerly, Wells Fargo Global Small Cap Fund) (the Fund), one of the funds constituting Allspring Funds Trust (formerly, Wells Fargo Funds Trust), including the portfolio of investments, as of October 31, 2021, the related statement of operations for the year then ended, the statements of changes in net assets for each of the years in the two-year period then ended, and the related notes (collectively, the financial statements) and the financial highlights for each of the years in the five-year period then ended. In our opinion, the financial statements and financial highlights present fairly, in all material respects, the financial position of the Fund as of October 31, 2021, the results of its operations for the year then ended, the changes in its net assets for each of the years in the two-year period then ended, and the financial highlights for each of the years in the five-year period then ended, in conformity with U.S. generally accepted accounting principles.
Basis for Opinion
These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Fund in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements and financial highlights, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements and financial highlights. Such procedures also included confirmation of securities owned as of October 31, 2021, by correspondence with the custodian, transfer agent and brokers, or by other appropriate auditing procedures. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements and financial highlights. We believe that our audits provide a reasonable basis for our opinion.
We have not been able to determine the specific year that we began serving as the auditor of one or more Allspring Funds investment companies; however, we are aware that we have served as the auditor of one or more Allspring Funds investment companies since at least 1955.
Boston, Massachusetts
December 23, 2021
Allspring Global Small Cap Fund | 31
Other information (unaudited)
PROXY VOTING INFORMATION
A description of the policies and procedures used to determine how to vote proxies relating to portfolio securities is available without charge, upon request, by calling 1-800-222-8222, visiting our website at allspringglobal.com, or visiting the SEC website at sec.gov. Information regarding how the proxies related to portfolio securities were voted during the most recent 12-month period ended June 30 is available on the website at allspringglobal.com or by visiting the SEC website at sec.gov.
SPECIAL MEETING OF SHAREHOLDERS
On September 15, 2021, a Special Meeting of Shareholders for the Fund was held to consider the following proposals. The results of the proposals are indicated below.
Proposal 1 – To consider and approve a new investment management agreement with Wells Fargo Funds Management, LLC*.
| Shares voted “For” | 2,598,247 | |
| Shares voted “Against” | 62,727 | |
| Shares voted “Abstain” | 87,583 | |
| Shares voted “Uninstructed” | 111,916 |
Proposal 2 – To consider and approve a new investment subadvisory agreement with Wells Capital Management, LLC**.
| Shares voted “For” | 2,594,746 | |
| Shares voted “Against” | 65,804 | |
| Shares voted “Abstain” | 88,007 | |
| Shares voted “Uninstructed” | 111,916 |
* Effective November 1, 2021, known as Allspring Funds Management, LLC.
** Effective November 1, 2021, known as Allspring Global Investments, LLC.
QUARTERLY PORTFOLIO HOLDINGS INFORMATION
The Fund files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year as an exhibit to its reports on Form N-PORT. Shareholders may view the filed Form N-PORT by visiting the SEC website at sec.gov.
32 | Allspring Global Small Cap Fund
Other information (unaudited)
BOARD OF TRUSTEES AND OFFICERS
Each of the Trustees and Officers listed in the table below acts in identical capacities for each fund in the Allspring family of funds, which consists of 139 mutual funds comprising the Allspring Funds Trust, Allspring Variable Trust, Allspring Master Trust and four closed-end funds (collectively the “Fund Complex”). This table should be read in conjunction with the Prospectus and the Statement of Additional Information1. The mailing address of each Trustee and Officer is 525 Market Street, 12th Floor, San Francisco, CA 94105. Each Trustee and Officer serves an indefinite term, however, each Trustee serves such term until reaching the mandatory retirement age established by the Trustees.
Independent Trustees
| Name and year of birth | Position held and length of service* | Principal occupations during past five years or longer | Current other public company or investment company directorships |
| 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 Endowment (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 |
| Isaiah Harris, Jr. (Born 1952) | Trustee, since 2009; Audit Committee Chair, since 2019 | Retired. Chairman of the Board of CIGNA Corporation since 2009, and Director since 2005. 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). Mr. Harris is a certified public accountant (inactive status). | CIGNA Corporation |
| Judith M. Johnson** (Born 1949) | Trustee, since 2008 | Retired. Prior thereto, Chief Executive Officer and Chief Investment Officer of Minneapolis Employees Retirement Fund from 1996 to 2008. Ms. Johnson is an attorney, certified public accountant and a certified managerial accountant. | N/A |
| David F. Larcker (Born 1950) | Trustee, since 2009 | 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 |
Allspring Global Small Cap Fund | 33
Other information (unaudited)
| Name and year of birth | Position held and length of service* | Principal occupations during past five years or longer | Current other public company or investment company directorships |
| Olivia S. Mitchell (Born 1953) | Trustee, since 2006; Nominating and Governance Committee Chair, since 2018 | International Foundation of Employee Benefit Plans Professor, Wharton School of the University of Pennsylvania since 1993. 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, Cornell University Professor 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. Member of the Board of Trustees of NorthStar Education Finance, Inc., a non-profit organization, since 2007. | N/A |
| 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 | Board member of the Destination Medical Center Economic Development Agency, Rochester, Minnesota since 2019. Interim President of the McKnight Foundation from January to September 2020. Acting Commissioner, Minnesota Department of Human Services, July 2019 through September 2019. Human Services Manager (part-time), Minnesota Department of Human Services, October 2019 through December 2019. Chief Operating Officer, Twin Cities Habitat for Humanity from 2017 to 2019. Vice President of University Services, University of Minnesota from 2012 to 2016. Prior thereto, on the Board of Directors, Governance Committee and Finance Committee for the Minnesota Philanthropy Partners (Saint Paul Foundation) from 2012 to 2018, Interim Chief Executive Officer of Blue Cross Blue Shield of Minnesota from 2011 to 2012, Chairman of the Board from 2009 to 2012 and Board Director from 2003 to 2015. Vice President, Leadership and Community Engagement, Bush Foundation, Saint Paul, Minnesota (a private foundation) from 2009 to 2011. Executive Vice President and Chief Financial Officer, Minnesota Sports and Entertainment from 2004 to 2009 and Senior Vice President from 2002 to 2004. Executive Vice President of the Minnesota Wild Foundation from 2004 to 2008. Commissioner of Finance, State of Minnesota, from 1999 to 2002. Currently Board Chair of the Minnesota Wild Foundation since 2010. | N/A |
* Length of service dates reflect the Trustee’s commencement of service with the Trust’s predecessor entities, where applicable.
** Ms. Johnson has resigned from the Board effective December 31, 2021.
34 | Allspring Global Small Cap Fund
Other information (unaudited)
Officers2
| Name and year of birth | Position held and length of service | Principal occupations during past five years or longer |
| Andrew Owen (Born 1960) | President, since 2017 | President, Chief Executive Officer and Director of Allspring Funds Management, LLC since 2017 and co-president of Galliard Capital Management, LLC, an affiliate of Allspring Funds Management, LLC, since 2019. Prior thereto, 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. In addition, Mr. Owen was an Executive Vice President of Wells Fargo & Company from 2014 to 2021. |
| 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. |
| Kate McKinley (Born 1977) | Chief Legal Officer and Chief Compliance Officer, since 2021 | Chief Legal Officer of Allspring Global Investments since 2021. Prior thereto, held various roles at State Street Global Advisors, Inc. beginning in 2010, including serving as Senior Vice President and General Counsel from 2019 to 2021. Previously served as Assistant General Counsel for Bank of America Corporation from 2005 to 2010 and as an Associate at WilmerHale from 2002 to 2005. |
| Matthew Prasse (Born 1983) | 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 The Statement of Additional Information includes additional information about the Trustees and is available, without charge, upon request, by calling 1-800-222-8222 or by visiting the website at allspringglobal.com.
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.
Allspring Global Small Cap Fund | 35
Board considerations (unaudited)
BOARD CONSIDERATION OF INVESTMENT MANAGEMENT AND SUB-ADVISORY AGREEMENTS:
Board Considerations – Current Agreements in Effect Through November 1, 2021
Under the Investment Company Act of 1940 (the “1940 Act”), the Board of Trustees (the “Board”) of Wells Fargo Funds Trust (the “Trust”) must determine annually whether to approve the continuation of the Trust’s investment management and sub-advisory agreements. In this regard, at a Board meeting held on May 17-19, 2021 (the “Meeting”), the Board, all the members of which have no direct or indirect interest in the investment management and sub-advisory agreements and are not “interested persons” of the Trust, as defined in the 1940 Act (the “Independent Trustees”), reviewed and approved for Wells Fargo Global Small Cap Fund (the “Fund”): (i) an investment management agreement (the “Management Agreement”) with Wells Fargo Funds Management, LLC (“Funds Management”); and (ii) an investment sub-advisory agreement (the “Sub-Advisory Agreement”) with Wells Capital Management Incorporated (the “Sub-Adviser”), an affiliate of Funds Management. The Management Agreement and the Sub-Advisory Agreement are collectively referred to as the “Advisory Agreements.”
The Board noted that Wells Fargo & Company recently announced that it had entered into a definitive agreement to sell Wells Fargo Asset Management (“WFAM”), which includes Funds Management and the Sub-Adviser, to GTCR LLC and Reverence Capital Partners, L.P. and/or their affiliates (the “Transaction”). The Board further noted that the Transaction would result in a change-of-control of Funds Management and the Sub-Adviser, which would be considered to be an assignment that would result in the termination of the Advisory Agreements. In light of the Transaction, the Board separately considered for approval a new investment management agreement with Funds Management and a new sub-advisory agreement with the Sub-Adviser (the “New Agreements”) that would replace the Advisory Agreements upon consummation of the Transaction, subject to approval of the New Agreements by the Fund’s shareholders. The Board also considered for approval interim agreements to go into effect in the event shareholders do not approve the New Agreements before the Transaction is completed. The interim agreements would allow the Manager and the Sub-Adviser to continue providing services to the Fund while the Fund continues to seek shareholder approval of the New Agreements. The Board noted that the terms of the interim agreements would be identical to those of the current Advisory Agreements, except for the term and certain escrow provisions.
At the Meeting, the Board considered the factors and reached the conclusions described below relating to the selection of Funds Management and the Sub-Adviser and the approval of the Advisory Agreements. Prior to the Meeting, including at Board meetings held in April and May 2021, the Trustees conferred extensively among themselves and with representatives of Funds Management about these matters. Also, the Board has adopted a team-based approach, with each team consisting of a sub-set of Trustees, to assist the full Board in the discharge of its duties in reviewing investment performance and other matters throughout the year. The Independent Trustees were assisted in their evaluation of the Advisory Agreements by independent legal counsel, from whom they received separate legal advice and with whom they met separately.
In providing information to the Board, Funds Management and the Sub-Adviser were guided by a detailed set of requests for information submitted to them by independent legal counsel on behalf of the Independent Trustees at the start of the Board’s annual contract renewal process earlier in 2021. In considering and approving the Advisory Agreements, the Trustees considered the information they believed relevant, including but not limited to the information discussed below. The Board considered not only the specific information presented in connection with the Meeting, but also the knowledge gained over time through interaction with Funds Management and the Sub-Adviser about various topics. In this regard, the Board reviewed reports of Funds Management at each of its quarterly meetings, which included, among other things, portfolio reviews and investment performance reports. In addition, the Board and the teams mentioned above confer with portfolio managers at various times throughout the year. The Board did not identify any particular information or consideration that was all-important or controlling, and each individual Trustee may have attributed different weights to various factors.
After its deliberations, the Board unanimously determined that the compensation payable to Funds Management and the Sub-Adviser under each of the Advisory Agreements was reasonable, and approved the continuation of the Advisory Agreements for a one-year term. The Board considered the approval of the Advisory Agreements for the Fund as part of its consideration of agreements for funds across the complex, but its approvals were made on a fund-by-fund basis. The following summarizes a number of important, but not necessarily all, factors considered by the Board in support of its approvals.
Nature, extent and quality of services
The Board received and considered various information regarding the nature, extent and quality of services provided to the Fund by Funds Management and the Sub-Adviser under the Advisory Agreements. This information included a description of the investment advisory services and Fund-level administrative services covered by the Management Agreement, as well as, among other things, a summary of the background and experience of senior management of WFAM, of which Funds Management and the Sub-Adviser are a part, and a summary of investments made in the business of WFAM. The Board also received a description of
36 | Allspring Global Small Cap Fund
Board considerations (unaudited)
Funds Management’s and the Sub-Adviser’s business continuity plans, including a summary of the performance of such plans and any changes thereto during the COVID-19 pandemic, and of their approaches to data privacy and cybersecurity. The Board also received and reviewed information about Funds Management’s role as administrator of the Fund’s liquidity risk management program, Funds Management’s approach to risk management, and Funds Management’s intermediary and vendor oversight program.
The Board also considered the qualifications, background, tenure and responsibilities of each of the portfolio managers primarily responsible for the day-to-day portfolio management of the Fund. The Board evaluated the ability of Funds Management and the Sub-Adviser to attract and retain qualified investment professionals, including research, advisory and supervisory personnel. The Board further considered the compliance programs and compliance records of Funds Management and the Sub-Adviser. In addition, the Board took into account the full range of services provided to the Fund by Funds Management and its affiliates. The Board also considered information about retention and back-up arrangements that have been put into place with respect to key personnel of WFAM in connection with the anticipated Transaction, noting that WFAM provided assurances that the announcement and eventual culmination of the Transaction is not expected to result in any diminution in the nature or quality of services provided to the Fund.
Fund investment performance and expenses
The Board considered the investment performance results for the Fund over various time periods ended December 31, 2020. The Board considered these results in comparison to the investment performance of funds in a universe that was determined by Broadridge Inc. (“Broadridge”) to be similar to the Fund (the “Universe”), and in comparison to the Fund’s benchmark index and to other comparative data. Broadridge is an independent provider of investment company data. The Board received a description of the methodology used by Broadridge to select the mutual funds in the performance Universe. The Board noted that the investment performance of the Fund (Administrator Class) was lower than the average investment performance of the Universe for the one-, three-, five- and ten-year periods ended December 31, 2020. The Board also noted that the investment performance of the Fund was higher than its benchmark index, the S&P Developed SmallCap Index, for the five-year period ended December 31, 2020, and lower than its benchmark index for the one-, three- and ten-year periods ended December 31, 2020.
The Board received information concerning, and discussed factors contributing to, the underperformance of the Fund relative to the Universe and benchmark index for the periods identified above. The Board took note of the explanations for the relative underperformance during these periods, including with respect to investment decisions and market factors that affected the Fund’s investment performance.
The Board also received and considered information regarding the Fund’s net operating expense ratios and their various components, including actual management fees, custodian and other non-management fees, and Rule 12b-1 and non-Rule 12b-1 shareholder service fees. The Board considered these ratios in comparison to the median ratios of funds in class-specific expense groups that were determined by Broadridge to be similar to the Fund (the “Groups”). The Board received a description of the methodology used by Broadridge to select the mutual funds in the expense Groups and an explanation of how funds comprising expense groups and their expense ratios may vary from year-to-year. Based on the Broadridge reports, the Board noted that the net operating expense ratios of the Fund were lower than, equal to or in range of the median net operating expense ratios of the expense Groups for all share classes.
The Board took into account the Fund’s investment performance and expense information provided to it among the factors considered in deciding to re-approve the Advisory Agreements.
Investment management and sub-advisory fee rates
The Board reviewed and considered the contractual fee rates payable by the Fund to Funds Management under the Management Agreement, as well as the contractual fee rates payable by the Fund to Funds Management for class-level administrative services under a Class-Level Administration Agreement, which include, among other things, class-level transfer agency and sub-transfer agency costs (collectively, the “Management Rates”). The Board also reviewed and considered the contractual investment sub-advisory fee rates that are payable by Funds Management to the Sub-Adviser for investment sub-advisory services.
Among other information reviewed by the Board was a comparison of the Fund’s Management Rates with the average contractual investment management fee rates of funds in the expense Groups at a common asset level as well as transfer agency costs of the funds in the expense Groups. The Board noted that the Management Rates of the Fund were lower than or in range of the sum of these average rates for the Fund’s expense Groups for all share classes.
The Board also received and considered information about the portion of the total management fee that was retained by Funds Management after payment of the fee to the Sub-Adviser for sub-advisory services. In assessing the reasonableness of this amount, the Board received and evaluated information about the nature and extent of responsibilities retained and risks assumed
Allspring Global Small Cap Fund | 37
Board considerations (unaudited)
by Funds Management and not delegated to or assumed by the Sub-Adviser, and about Funds Management’s on-going oversight services. Given the affiliation between Funds Management and the Sub-Adviser, the Board ascribed limited relevance to the allocation of fees between them.
The Board also received and considered information about the nature and extent of services offered and fee rates charged by Funds Management and the Sub-Adviser to other types of clients with investment strategies similar to those of the Fund. In this regard, the Board received information about the significantly greater scope of services, and compliance, reporting and other legal burdens and risks of managing proprietary mutual funds compared with those associated with managing assets of other types of clients, including third-party sub-advised fund clients and non-mutual fund clients such as institutional separate accounts.
Based on its consideration of the factors and information it deemed relevant, including those described here, the Board determined that the compensation payable to Funds Management under the Management Agreement and to the Sub-Adviser under the Sub-Advisory Agreement was reasonable.
Profitability
The Board received and considered information concerning the profitability of Funds Management, as well as the profitability of both WFAM and Wells Fargo & Co. (“Wells Fargo”) from providing services to the fund family as a whole. The Board noted that the Sub-Adviser’s profitability information with respect to providing services to the Fund and other funds in the family was subsumed in the WFAM and Wells Fargo profitability analysis.
Funds Management reported on the methodologies and estimates used in calculating profitability, including a description of the methodology used to allocate certain expenses. Among other things, the Board noted that the levels of profitability reported on a fund-by-fund basis varied widely, depending on factors such as the size, type and age of fund.
Based on its review, the Board did not deem the profits reported by Funds Management, WFAM or Wells Fargo from services provided to the Fund to be at a level that would prevent it from approving the continuation of the Advisory Agreements.
Economies of scale
The Board received and considered information about the potential for Funds Management to experience economies of scale in the provision of management services to the Fund, the difficulties of calculating economies of scale at an individual fund level, and the extent to which potential scale benefits are shared with Fund shareholders. The Board noted the existence of breakpoints in the Fund’s management fee structure, which operate generally to reduce the Fund’s expense ratios as the Fund grows in size, and the size of the Fund in relation to such breakpoints. The Board considered that in addition to management fee breakpoints, Funds Management shares potential economies of scale from its management business in a variety of ways, including through fee waiver and expense reimbursement arrangements, competitive management fee rates set at the outset without regard to breakpoints, and investments in the business intended to enhance services available to shareholders.
The Board concluded that Funds Management’s arrangements with respect to the Fund, including contractual breakpoints, constituted a reasonable approach to sharing potential economies of scale with the Fund and its shareholders.
Other benefits to Funds Management and the Sub-Adviser
The Board received and considered information regarding potential “fall-out” or ancillary benefits received by Funds Management and its affiliates, including the Sub-Adviser, as a result of their relationships with the Fund. Ancillary benefits could include, among others, benefits directly attributable to other relationships with the Fund and benefits potentially derived from an increase in Funds Management’s and the Sub-Adviser’s business as a result of their relationships with the Fund. The Board noted that various affiliates of Funds Management may receive distribution-related fees, shareholder servicing payments and sub-transfer agency fees in respect of shares sold or held through them and services provided.
The Board also reviewed information about soft dollar credits earned and utilized by the Sub-Adviser, fees earned by Funds Management and the Sub-Adviser from managing a private investment vehicle for the fund family’s securities lending collateral, and commissions earned by an affiliated broker from portfolio transactions.
Based on its consideration of the factors and information it deemed relevant, including those described here, the Board did not find that any ancillary benefits received by Funds Management and its affiliates, including the Sub-Adviser, were unreasonable.
Conclusion
At the Meeting, after considering the above-described factors and based on its deliberations and its evaluation of the information described above, the Board unanimously determined that the compensation payable to Funds Management and the Sub-Adviser under each of the Advisory Agreements was reasonable, and approved the continuation of the Advisory Agreements for a one-year term.
38 | Allspring Global Small Cap Fund
Board considerations (unaudited)
Board Considerations – New Agreements in Effect as of November 1, 2021
Overview of the Board evaluation process
At a meeting held on May 17-19, 2021 (the “Board Meeting”), the Board of Trustees (the “Board”) of Wells Fargo Funds Trust (the “Trust”, and the series identified below, the “Funds”) approved the continuation of each Fund’s current Investment Management Agreement (the “Current Investment Management Agreement”) and the current Sub-Advisory Agreements (the “Current Sub-Advisory Agreements”, and collectively, the “Current Agreements”).
| Wells Fargo Adjustable Rate Government Fund |
| Wells Fargo Asset Allocation Fund |
| Wells Fargo Conservative Income Fund |
| Wells Fargo Diversified Capital Builder Fund |
| Wells Fargo Diversified Income Builder Fund |
| Wells Fargo Emerging Markets Equity Fund |
| Wells Fargo Emerging Markets Equity Income Fund |
| Wells Fargo Global Small Cap Fund |
| Wells Fargo Government Securities Fund |
| Wells Fargo High Yield Bond Fund |
| Wells Fargo Income Plus Fund |
| Wells Fargo Index Asset Allocation Fund |
| Wells Fargo International Bond Fund |
| Wells Fargo International Equity Fund |
| Wells Fargo Precious Metals Fund |
| Wells Fargo Short Duration Government Bond Fund |
| Wells Fargo Short-Term Bond Plus Fund |
| Wells Fargo Short-Term High Yield Bond Fund |
| Wells Fargo Ultra Short-Term Income Fund |
| Wells Fargo Utility and Telecommunications Fund |
Each Trustee on the Board is not an “interested person” (as defined in the Investment Company Act of 1940 (the “1940 Act”)) of the Funds (collectively, the “Independent Trustees”). The process followed by the Board in considering and approving the continuation of the Current Agreements is referred to herein as the “2021 Annual Approval Process.”
As noted above, the closing of the sale of Wells Fargo Asset Management (“WFAM”) to a holding company (“NewCo”) affiliated with private funds of GTCR LLC (“GTCR”) and of Reverence Capital Partners, L.P. (“Reverence Capital”, and such transaction, the “Transaction”) will result in a change of control of Wells Fargo Funds Management LLC (“Funds Management”), Wells Capital Management Incorporated (“Wells Capital”) and Wells Fargo Asset Management (International) Limited (“WFAM(I) Ltd.”, and together with Funds Management and Wells Capital, the “Advisers”), which will be considered to be an “assignment” of each Fund’s Current Agreements under the 1940 Act that will result in the automatic termination of each Fund’s Current Agreements. In light of the expected termination of each Fund’s Current Agreements upon the closing, at the Board Meeting the Board also considered and approved the New Agreements, which are: (i) a new Investment Management Agreement (the “New Investment Management Agreement”) between the Trust, on behalf of each Fund, and Funds Management; (ii) a new Sub-Advisory Agreement (the “New Wells Capital Sub-Advisory Agreement”) among the Trust, on behalf of each Fund other than International Bond Fund, Funds Management and Wells Capital; and (iii) Sub-Advisory Agreement (the “New WFAM(I) Ltd Sub-Advisory Agreement”, and collectively, the “New Agreements”) among the Trust, on behalf of International Bond Fund, Funds Management and WFAM(I) Ltd (together with Wells Capital, the “Sub-Advisers”) with respect to International Bond Fund, each of which is intended to go into effect upon the closing. The process followed by the Board in reviewing and approving the New Agreements is referred to herein as the “New Agreement Approval Process.”
At a series of meetings held in April and May 2021 (collectively, “April and May 2021 Meetings”) and at the Board Meeting, the Trustees conferred extensively among themselves and with senior representatives of Funds Management, GTCR and Reverence Capital about the New Agreements and related matters. The Board reviewed and discussed information furnished by Funds Management, GTCR and Reverence Capital that the Board considered reasonably necessary to evaluate the terms of the New Agreements and the services to be provided. At these meetings, senior representatives from Funds Management, GTCR and Reverence Capital made presentations to, and responded to questions from, the Board.
In providing information to the Board in connection with the 2021 annual approval process for the Current Agreements (the “2021 Annual Approval Process”) and the New Agreement Approval Process, Funds Management, GTCR and Reverence Capital (as
Allspring Global Small Cap Fund | 39
Board considerations (unaudited)
applicable) were guided by requests for information submitted by independent legal counsel on behalf of the Independent Trustees. In considering and approving the New Agreements, the Trustees considered the information they believed relevant, including but not limited to the information discussed herein. The Board considered not only the specific information presented in connection with the April and May 2021 Meetings as well as the Board Meeting, but also the knowledge gained over time through interaction with Funds Management and the Sub-Advisers about various topics. In this regard, the Board reviews reports of Funds Management at each of its regular Board meetings, which includes, among other things, portfolio reviews and investment performance reports. In addition, the Board confers with portfolio managers at various times throughout the year. The Board was assisted in its evaluation of the New Agreements by independent legal counsel, from whom the Independent Trustees received separate legal advice and with whom the Independent Trustees met separately. The Board did not identify any particular information or consideration that was all-important or controlling, and each individual Trustee may have attributed different weights to various factors.
Among other information considered by the Board in connection with the Transaction was:
| ■ | Information regarding the Transaction: information about the structure, financing sources and material terms and conditions of the Transaction, including the expected impact on the businesses conducted by the Advisers and by Wells Fargo Funds Distributor LLC, as the distributor of Fund shares. |
| ■ | Information regarding NewCo, GTCR and Reverence Capital: (i) information about NewCo, including information about its expected financial condition and access to capital, and senior leadership team; (ii) the experience of senior management at GTCR and Reverence Capital in acquiring portfolio companies; (iii) the plan to operationalize NewCo, including the transition of necessary infrastructure services through a transition services agreement with Wells Fargo under which Wells Fargo will continue to provide NewCo with certain services for a specified period of time after the closing; and (iv) information regarding regulatory matters, compliance, and risk management functions at NewCo, including resources to be dedicated thereto. |
| ■ | Impact of the Transaction on WFAM and Service Providers: (i) information regarding any changes to personnel and/or other resources of the Advisers as a result of the Transaction, including assurances regarding comparable and competitive compensation arrangements to attract and retain highly qualified personnel; and (ii) information about the organizational and operating structure with respect to NewCo, the Advisers and the Funds. |
| ■ | Impact of the Transaction on the Funds and their Shareholders: (i) information regarding anticipated benefits to the Funds as a result of the Transaction; (ii) a commitment that the Funds would not bear any expenses, directly or indirectly, in connection with the Transaction; (iii) confirmation that the Advisers intend to continue to manage the Funds in a manner consistent with each Fund’s current investment objectives and principal investments strategies; and (iv) a commitment that neither NewCo nor WFAM will take any steps that would impose any “unfair burden” (as that term is used in section 15(f)(1)(B) of the 1940 Act) on the Funds as a result of the Transaction. |
With respect to the New Agreements, the Board considered: (i) a representation that, after the closing, all of the Funds will continue to be managed and advised by their current Advisers, and that the same portfolio managers of the Sub-Advisers are expected to continue to manage the Funds after the Transaction; (ii) information regarding the terms of the New Agreements, including changes as compared to the Current Agreements; (iii) information confirming that the fee rates payable under the New Agreements will not increase as a result of the Transaction as compared to the rates under the Current Agreements; and (iv) assurances that the Transaction is not expected to cause any diminution with respect to the nature, extent and quality of any of the services currently provided to the Funds by the Advisers as a result of the Transaction.
In addition to considering information furnished specifically to evaluate the impact of the Transaction on the Funds and their respective shareholders in connection with the New Agreement Approval Process, the Board considered information furnished at prior meetings of the Board and its committees, including detailed information provided in connection with the 2021 Annual Approval Process. In this regard, in connection with the 2021 Annual Approval Process, the Board received information about complex-wide and individual Fund performance, fees and expenses, including: (i) a report from an independent data provider comparing the investment performance of each Fund to the investment performance of comparable funds and benchmark indices, over various time periods; (ii) a report from an independent data provider comparing each Fund’s total expense ratio (and its components) to those of comparable funds; (iii) comparative information concerning the fees charged and services provided by the Advisers to each Fund in managing other accounts (which may include other mutual funds, collective investment funds and institutional accounts), if any, that employ investment strategies and techniques similar to those used in managing such Fund(s); and (iv) profitability analyses of Funds Management, as well as the profitability of both WFAM and Wells Fargo from providing services to the fund family as a whole.
After its deliberations, the Board unanimously determined that the compensation payable to Funds Management and the Sub-Advisers under the New Agreements is reasonable, approved the New Agreements for a two-year term, and voted to recommend
40 | Allspring Global Small Cap Fund
Board considerations (unaudited)
that Fund shareholders approve the New Agreements. The Board considered the approval of the New Agreements as part of its consideration of agreements for funds across the complex, but its approvals were made on a fund-by-fund basis. The following summarizes a number of important, but not necessarily all, factors considered by the Board in support of its approvals.
Nature, extent and quality of services
In connection with the 2021 Annual Approval Process, the Board received and considered various information regarding the nature, extent and quality of services provided to the Fund by Funds Management and the Sub-Advisers under the Advisory Agreements. This information included a description of the investment advisory services and Fund-level administrative services covered by the Current Management Agreement, as well as, among other things, a summary of the background and experience of senior management of WFAM, of which Funds Management and the Sub-Advisers are a part, and a summary of investments made in the business of WFAM. The Board also received a description of Funds Management’s and the Sub-Advisers’ business continuity plans, including a summary of the performance of such plans and any changes thereto during the COVID-19 pandemic, and of their approaches to data privacy and cybersecurity. The Board also received and reviewed information about Funds Management’s role as administrator of the Funds’ liquidity risk management program, Funds Management’s approach to risk management, and Funds Management’s intermediary and vendor oversight program.
In connection with the 2021 Annual Approval Process, the Board also considered the qualifications, background, tenure and responsibilities of each of the portfolio managers primarily responsible for the day-to-day portfolio management of the Funds. The Board evaluated the ability of Funds Management and the Sub-Advisers to attract and retain qualified investment professionals, including research, advisory and supervisory personnel.
In connection with the 2021 Annual Approval Process, the Board further considered the compliance programs and compliance records of Funds Management and the Sub-Advisers. In addition, the Board took into account the full range of services provided to the Fund by Funds Management and its affiliates.
In connection with the New Agreement Approval Process, the Board considered, among other information, the structure of the Transaction and expected impact, if any, of the Transaction on the operations, facilities, organization and personnel of the Advisers. The Board received assurances from Funds Management that each Fund will continue to be advised by its current Sub-Adviser after the closing, and that the same individual portfolio managers are expected to continue to manage the Funds after the closing. With respect to the recruitment and retention of key personnel, the Board noted information from GTCR, Reverence Capital and the Advisers regarding the potential benefits for employees of joining NewCo. The Board recognized that the personnel who had been extended offers may not accept such offers and personnel changes may occur in the future in the ordinary course.
In addition, the Board considered information regarding the infrastructure, operational capabilities and support staff in place to assist in the portfolio management and operations of the Funds, including the provision of administrative services, and the anticipated impact of the Transaction on such matters. The Board also considered the business-related and other risks to which the Advisers may be subject in managing the Funds and in connection with the Transaction. The Board also considered the transition and integration plans as a result of the change in ownership of the Advisers from Wells Fargo to NewCo. The Board considered the resources and infrastructure that NewCo intends to devote to its compliance program to ensure compliance with applicable laws and regulations, as well as its risk management program and cybersecurity program. The Board also took into account assurances received from the Advisers, GTCR and Reverence Capital that the Transaction is not expected to cause any diminution in the nature, extent and quality of services provided by the Advisers to the Funds and their shareholders.
Fund investment performance and expenses
In connection with the 2021 Annual Approval Process, the Board considered the investment performance results for each Fund over various time periods ended December 31, 2020. The Board considered these results in comparison to the investment performance of funds in a universe that was determined by Broadridge Inc. (“Broadridge”) to be similar to each Fund (the “Universe”), and in comparison to each Fund’s benchmark index and to other comparative data. Broadridge is an independent provider of investment company data. The Board received a description of the methodology used by Broadridge to select the mutual funds in the performance Universe. Where applicable, the Board received information concerning, and discussed factors contributing to, underperformance of Funds relative to the Universe and benchmark for any underperformance periods.
In connection with the 2021 Annual Approval Process, the Board also received and considered information regarding each Fund’s net operating expense ratios and their various components, including actual management fees, custodian and other non-management fees, and Rule 12b-1 and non-Rule 12b-1 shareholder service fees. The Board considered these ratios in comparison to the median ratios of funds in class-specific expense groups that were determined by Broadridge to be similar to the Fund (the “Groups”). The Board received a description of the methodology used by Broadridge to select the mutual funds in the expense Groups and an explanation of how funds comprising expense groups and their expense ratios may vary from year-to-year.
Allspring Global Small Cap Fund | 41
Board considerations (unaudited)
In connection with the New Agreement Approval Process, the Board received a commitment that WFAM will maintain fee and expense commitments for at least two years after the closing. The Board took into account each Fund’s investment performance and expense information among the factors considered in deciding to approve the New Agreements.
Investment management and sub-advisory fee rates
In connection with the 2021 Annual Approval Process, the Board reviewed and considered the contractual fee rates payable by each Fund to Funds Management under the Current Management Agreement, as well as the contractual fee rates payable by each Fund to Funds Management for class-level administrative services under a Class-Level Administration Agreement, which include, among other things, class-level transfer agency and sub-transfer agency costs (collectively, the “Management Rates”). The Board also reviewed and considered the contractual investment sub-advisory fee rates that are payable by Funds Management to each of the Sub-Advisers under the Current Sub-Advisory Agreements for investment sub-advisory services (the “Sub-Advisory Fee Rates”).
Among other information reviewed by the Board in connection with the 2021 Annual Approval Process, was a comparison of each Fund’s Management Rates with the average contractual investment management fee rates of funds in the expense Groups at a common asset level as well as transfer agency costs of the funds in the expense Groups.
In connection with the 2021 Annual Approval Process, the Board also received and considered information about the portion of the total management fee that was retained by Funds Management after payment of the Sub-Advisory Fee Rates. In assessing the reasonableness of this amount, the Board received and evaluated information about the nature and extent of responsibilities retained and risks assumed by Funds Management and not delegated to or assumed by the Sub-Advisers, and about Funds Management’s on-going oversight services. Given the affiliation between Funds Management and the Sub-Advisers, the Board ascribed limited relevance to the allocation of fees between them.
In connection with the 2021 Annual Approval Process, the Board also received and considered information about the nature and extent of services offered and fee rates charged by Funds Management and the Sub-Advisers to other types of clients, if any, with investment strategies similar to those of each Fund. In this regard, the Board received information about the significantly greater scope of services, and compliance, reporting and other legal burdens and risks of managing proprietary mutual funds compared with those associated with managing assets of other types of clients, including third-party sub-advised fund clients and non-mutual fund clients such as institutional separate accounts.
In connection with the New Agreement Approval Process, the Board noted the assurances received by it that there would be no increases to any of the Management Rates or the Sub-Advisory Fee Rates as a result of the Transaction. The Board also considered that the New Agreements do not change the computation method for calculating such fees, and there is no present intention to reduce expense waiver and reimbursement arrangements that are currently in effect. Based on its consideration of the factors and information it deemed relevant, including those described here, the Board determined that the compensation payable to Funds Management under the New Management Agreement and to each of the Sub-Advisers under the New Sub-Advisory Agreements was reasonable.
Profitability
In connection with the 2021 Annual Approval Process, the Board received and considered information concerning the profitability of Funds Management, as well as the profitability of both WFAM and Wells Fargo from providing services to the fund family as a whole. The Board noted that the Sub-Advisers’ profitability information with respect to providing services to each Fund and other funds in the family was subsumed in the WFAM and Wells Fargo profitability analysis.
Funds Management reported on the methodologies and estimates used in calculating profitability in connection with the 2021 Annual Approval Process, including a description of the methodology used to allocate certain expenses. Among other things, the Board noted that the levels of profitability reported on a fund-by-fund basis varied widely, depending on factors such as the size, type and age of fund.
In connection with the New Agreement Approval Process, the Board received certain information about NewCo’s projected financial condition, and reviewed with senior representatives of Funds Management, GTCR and Reverence Capital the underlying assumptions on which such information was based. The Board considered that NewCo is a newly formed entity, with no historical operations, revenues or expenses, and that it is difficult to predict with any degree of certainty the future profitability of NewCo and the Advisers from advisory activities under the New Agreements. The Board considered that the fee rates payable under the New Agreements will not increase as a result of the Transaction as compared to the rates under the Current Agreements, and that the current contractual expense limitations applicable to each Fund will not increase. The Board noted that if the New Agreements are approved by shareholders and the Transaction closes, the Board will have the opportunity in the future to review the profitability of NewCo and the Advisers from advisory activities under the New Agreements.
42 | Allspring Global Small Cap Fund
Board considerations (unaudited)
Economies of scale
In connection with the 2021 Annual Approval Process, the Board received and considered information about the potential for Funds Management to experience economies of scale in the provision of management services to the Funds, the difficulties of calculating economies of scale at an individual fund level, and the extent to which potential scale benefits are shared with Fund shareholders. The Board noted the existence of breakpoints in each Fund’s management fee structure, which operate generally to reduce the Fund’s expense ratios as the Fund grows in size, and the size of the Fund in relation to such breakpoints. The Board considered that, in addition to management fee breakpoints, Funds Management shares potential economies of scale from its management business in a variety of ways, including through fee waiver and expense reimbursement arrangements, competitive management fee rates set at the outset without regard to breakpoints, and investments in the business intended to enhance services available to shareholders.
In connection with the New Agreement Approval Process, the Board noted that NewCo and the Advisers may benefit from possible growth of the Funds resulting from enhanced distribution capabilities. However, the Board noted that other factors could also affect the potential for economies of scale, and that it was not possible to quantify any potential future economies of scale. Based upon the information furnished to the Board in connection with the 2021 Annual Approval Process and the New Agreement Approval Process, the Board concluded that Funds Management’s arrangements with respect to each Fund, including contractual breakpoints and expense limitation arrangements, constituted a reasonable approach to sharing potential economies of scale with the Fund and its shareholders.
“Fall-out” benefits to Funds Management and the Sub-Advisers
In connection with the 2021 Annual Approval Process, the Board received and considered information regarding potential “fall-out” or ancillary benefits received by Funds Management and its affiliates, including the Sub-Advisers, as a result of their relationships with the Funds. Ancillary benefits could include, among others, benefits directly attributable to other relationships with the Funds and benefits potentially derived from an increase in Funds Management’s and the Sub-Advisers’ business as a result of their relationships with the Funds. The Board noted that various current affiliates of Funds Management may receive distribution-related fees, shareholder servicing payments and sub-transfer agency fees in respect of shares sold or held through them and services provided.
In connection with the 2021 Annual Approval Process, the Board also reviewed information about soft dollar credits earned and utilized by the Sub-Advisers, fees earned by Funds Management and Wells Capital from managing a private investment vehicle for the fund family’s securities lending collateral, and commissions earned by an affiliated broker of Wells Fargo from portfolio transactions.
In connection with the New Agreement Approval Process, the Board received information to the effect that the Transaction is not expected to have a material impact on the fall-out benefits currently realized by Funds Management and its affiliates, including the Sub-Advisers. The information reviewed by the Board also noted that several of the ancillary benefits identified for WFAM would be potential ancillary benefits for NewCo, including that the scale and reputation of the Funds might benefit NewCo’s broader reputation, product initiatives, technology investment and talent acquisition. Based on its consideration of the factors and information it deemed relevant, including those described here, the Board did not find that any ancillary benefits expected to be received by Funds Management and its affiliates, including NewCo and the Sub-Advisers, under the New Agreements were unreasonable.
Conclusion
At the Board Meeting, after considering the above-described factors and based on its deliberations and its evaluation of the information described above, the Board unanimously determined that the compensation payable to Funds Management and to each of the Sub-Advisers under the New Agreements is reasonable, approved the New Agreements for a two-year term, and voted to recommend that Fund shareholders approve the New Agreements.
Allspring Global Small Cap Fund | 43
Board considerations (unaudited)
Board Considerations - Interim Agreements (not in effect)
At a meeting held on May 17-19, 2021 (the “Board Meeting”), the Boards of Trustees (each, a “Board”, and collectively, the “Boards”) of Wells Fargo Funds Trust, Wells Fargo Master Trust, Wells Fargo Variable Trust, Wells Fargo Global Dividend Opportunity Fund, Wells Fargo Income Opportunities Fund, Wells Fargo Multi-Sector Income Fund and Wells Fargo Utilities and High Income Fund (each a “Trust”, and the series thereof, a “Fund”) reviewed and approved for the Trusts and Funds, as applicable: (i) interim investment management agreements (the “Interim Management Agreements”) with Wells Fargo Funds Management, LLC (“Funds Management”); (ii) interim investment advisory agreements (the “Interim Advisory Agreements”) with Funds Management; and (iii) interim sub-advisory agreements (the “Interim Sub-Advisory Agreements”) with each of Cooke & Bieler, L.P., Galliard Capital Management LLC (“Galliard”), Peregrine Capital Management Inc., Wells Capital Management, LLC (“WellsCap”), and Wells Fargo Asset Management (International) Limited (“WFAMI”, and collectively, the “Sub-Advisers”). Each Trustee on the Board is not an “interested person” (as defined in the Investment Company Act of 1940 (the “1940 Act”) of the Funds (collectively, the “Independent Trustees”). The Interim Management Agreements, Interim Advisory Agreements, and Interim Sub-Advisory Agreements are collectively referred to as the “Interim Advisory Agreements.”
At the Board Meeting, the Boards reviewed and approved the continuation of existing investment management, advisory and sub-advisory agreements (the “Current Advisory Agreements”) for each Trust and Fund, as applicable. The factors considered and conclusions reached by the Boards in approving the Current Advisory Agreements are summarized in the section entitled “Board Considerations – Current Agreements” of this shareholder report. The Boards noted that Wells Fargo & Company has entered into a definitive agreement to sell Wells Fargo Asset Management (“WFAM”), which includes Funds Management, Galliard, WellsCap and WFAMI (the “Affiliated Sub-Advisers”), to a holding company affiliated with private funds of GTCR LLC and Reverence Capital Partners, L.P. (the “Transaction”). The Boards further noted that the Transaction would result in a change-of-control of Funds Management and the Affiliated Sub-Advisers, which would be considered to be an “assignment” under the 1940 Act that would terminate the Current Advisory Agreements. At the Board Meeting, the Boards also reviewed and approved new investment management, advisory and sub-advisory agreements (the “New Advisory Agreements”) for each Trust and Fund, as applicable, that would replace the Current Advisory Agreements upon consummation of the Transaction, subject to approval of the New Advisory Agreements by the applicable Trust’s or Fund’s shareholders. The factors considered and conclusions reached by the Boards in approving the New Advisory Agreements are summarized in the section entitled “Board Considerations – New Agreements” of this shareholder report.
At the Board Meeting, the Boards also approved the Interim Advisory Agreements, which will go into effect for a Trust or Fund only in the event that shareholders of such Trust or Fund do not approve the New Advisory Agreement(s) for the Trust or Fund by the closing date of the Transaction, when the Current Advisory Agreements will terminate. The Board noted that, in such a circumstance, the Interim Advisory Agreements will permit continuity of management by allowing Funds Management and the Sub-Advisers to continue providing services to the Trust or Fund pursuant to the Interim Advisory Agreements while the Trust or Fund continues to solicit shareholder approval of such New Advisory Agreement(s). The Boards noted that the terms of the Interim Advisory Agreements are identical to those of the Current Advisory Agreements, except for the term and the addition of escrow provisions with respect to the advisory fees. The Boards also noted that the entities that would service the Funds and Trusts under the Interim Advisory Agreements are identical to those that provide services under the Current Advisory Agreements and those that will provide services under the New Advisory Agreements.
In approving the Interim Advisory Agreements, the Boards considered the same factors and reached the same conclusions as they considered and reached with respect to the Boards’ approvals of the Current Advisory Agreements and New Advisory Agreements, as applicable, which are described in separate Board Consideration sections within this shareholder report. Prior to the Board Meeting, including at a series of meetings held in April and May 2021, the Trustees conferred extensively among themselves and with senior representatives of Funds Management, GTCR LLC and Reverence Capital Partners, L.P. about the Interim Advisory Agreements and related matters. The Independent Trustees were assisted in their evaluation of the Interim Advisory Agreements by independent legal counsel, from whom they received separate legal advice and with whom they met separately.
At the Board Meeting, after considering the factors and reaching the conclusions described in the separate Board Consideration sections within this shareholder report, the Boards unanimously determined that the compensation payable to Funds Management and to each Sub-Adviser under each of the Interim Advisory Agreements was reasonable, and approved the Interim Advisory Agreements.
44 | Allspring Global Small Cap Fund
For more information
More information about Allspring Funds is available free upon request. To obtain literature, please write, visit the Fund's website, or call:
Allspring Funds
P.O. Box 219967
Kansas City, MO 64121-9967
P.O. Box 219967
Kansas City, MO 64121-9967
Website: allspringglobal.com
Individual investors: 1-800-222-8222
Retail investment professionals: 1-888-877-9275
Institutional investment professionals: 1-866-765-0778
This report and the financial statements contained herein are submitted for the general information of the shareholders of the Fund. If this report is used for promotional purposes, distribution of the report must be accompanied or preceded by a current prospectus. Before investing, please consider the investment objectives, risks, charges, and expenses of the investment. For a current prospectus and, if available, a summary prospectus, containing this information, call
1-800-222-8222 or visit the Fund's website at allspringglobal.com. Read the prospectus carefully before you invest or send money.
1-800-222-8222 or visit the Fund's website at allspringglobal.com. Read the prospectus carefully before you invest or send money.
Allspring Global InvestmentsTM is the trade name for the asset management firms of Allspring Global Investments Holdings, LLC, a holding company indirectly owned by certain private funds of GTCR LLC and Reverence Capital Partners, L.P. These firms include but are not limited to Allspring Global Investments, LLC, and Allspring Funds Management, LLC. Certain products managed by Allspring entities are distributed by Allspring Funds Distributor, LLC (a broker-dealer and Member FINRA/SIPC).
This material is for general informational and educational purposes only and is NOT intended to provide investment advice or a recommendation of any kind - including a recommendation for any specific investment, strategy, or plan.
© 2021 Allspring Global Investments Holdings, LLC. All rights reserved.
PAR-1121-00707 12-21
A239/AR239 10-21
A239/AR239 10-21
Annual Report
October 31, 2021
Allspring
International Equity Fund
International Equity Fund
Contents
| 2 | |
| 6 | |
| 11 | |
| 12 | |
| Financial statements | |
| 16 | |
| 17 | |
| 18 | |
| 19 | |
| 25 | |
| 34 | |
| 35 | |
| Board considerations | |
| 39 | |
| 41 | |
| 47 |
The views expressed and any forward-looking statements are as of October 31, 2021, unless otherwise noted, and are those of the Fund's portfolio managers and/or Allspring Global Investments. Discussions of individual securities or the markets generally are not intended as individual recommendations. Future events or results may vary significantly from those expressed in any forward-looking statements. The views expressed are subject to change at any time in response to changing circumstances in the market. Allspring Global Investments disclaims any obligation to publicly update or revise any views expressed or forward-looking statements.
Allspring International Equity Fund | 1
Letter to shareholders (unaudited)
Andrew Owen
President
Allspring Funds
Dear Shareholder:
We are pleased to offer you this annual report for the Allspring International Equity Fund for the 12-month period that ended October 31, 2021. Global stocks continued to rally as the global economy continued to emerge from the haze of COVID-19. Tailwinds were provided by global stimulus programs, a rapid vaccination rollout, and recovering consumer and corporate sentiment. The bond market had mostly positive returns during the period.
For the 12-month period, equities had robust returns, as policymakers continued to fight the effects of COVID-19. U.S. stocks led both non-U.S. developed market equities and emerging market stocks. Gains by fixed-income securities were varied, though mostly positive. For the period, U.S. stocks, based on the S&P 500 Index,1 gained 42.91%. International stocks, as measured by the MSCI ACWI ex USA Index (Net),2 returned 29.66%, while the MSCI EM Index (Net) (USD)3 had weaker performance with an 16.96% gain. Among bond indexes, the Bloomberg U.S. Aggregate Bond Index4 returned -0.48%, the Bloomberg Global Aggregate ex-USD Index (unhedged)5 returned -1.99%, the Bloomberg Municipal Bond Index6 gained 2.64%, and the ICE BofA U.S. High Yield Index7 returned 10.74%.
Efforts to contain COVID-19 drove market performance.
Global stocks rallied in November 2020, propelled by optimism over three promising COVID-19 vaccines. Reversing trends recent to November 2020, value stocks outperformed growth stocks and cyclical stocks outpaced information technology (IT) stocks. However, U.S. unemployment remained elevated, with a net job loss of 10 million since February 2020. The eurozone services Purchasing Managers' Index, a monthly survey of purchasing managers, contracted sharply while the region’s manufacturing activity grew. The U.S. election results added to the upbeat mood as investors anticipated more consistent policies in the new administration.
Financial markets ended 2020 with strength on high expectations for a rapid rollout of the COVID-19 vaccines, the successful passage of a $900 billion stimulus package, and rising expectations of additional economic support from a Democratic-led Congress. U.S. economic data were mixed with still-elevated unemployment and weak retail sales but growth in manufacturing output. In contrast, China’s economic expansion continued in both manufacturing and nonmanufacturing. U.S. COVID-19 infection rates continued to rise even as new state and local lockdown measures were implemented.
The year 2021 began with emerging markets stocks leading all major asset classes in January, driven by China’s strong economic growth and a broad recovery in corporate earnings, which propelled China’s stock market higher. In the United States, positive news on vaccine trials and January expansion in both the manufacturing and services sectors was offset by a weak December monthly jobs report. This was compounded by technical factors as some hedge funds were forced to sell stocks to protect themselves against a well-publicized short squeeze coordinated by a group of retail investors. Eurozone sentiment and economic growth were particularly weak, reflecting the impact of a new lockdown with stricter social distancing along with a slow vaccine rollout.
| 1 | The S&P 500 Index consists of 500 stocks chosen for market size, liquidity, and industry group representation. It is a market-value-weighted index with each stock's weight in the index proportionate to its market value. You cannot invest directly in an index. |
| 2 | The Morgan Stanley Capital International (MSCI) All Country World Index (ACWI) ex USA Index (Net) is a free-float-adjusted market-capitalization-weighted index that is designed to measure the equity market performance of developed and emerging markets, excluding the U.S. Source: MSCI. MSCI makes no express or implied warranties or representations and shall have no liability whatsoever with respect to any MSCI data contained herein. The MSCI data may not be further redistributed or used as a basis for other indexes or any securities or financial products. This report is not approved, reviewed, or produced by MSCI. You cannot invest directly in an index. |
| 3 | The MSCI Emerging Markets (EM) Index (Net) (USD) is a free-float-adjusted market-capitalization-weighted index that is designed to measure equity market performance of emerging markets. You cannot invest directly in an index. |
| 4 | The Bloomberg U.S. Aggregate Bond Index is a broad-based benchmark that measures the investment-grade, U.S.-dollar-denominated, fixed-rate taxable bond market, including Treasuries, government-related and corporate securities, mortgage-backed securities (agency fixed-rate and hybrid adjustable-rate mortgage pass-throughs), asset-backed securities, and commercial mortgage-backed securities. You cannot invest directly in an index. |
| 5 | The Bloomberg Global Aggregate ex-USD Index (unhedged) is an unmanaged index that provides a broad-based measure of the global investment-grade fixed-income markets excluding the U.S.-dollar-denominated debt market. You cannot invest directly in an index. |
| 6 | The Bloomberg Municipal Bond Index is an unmanaged index composed of long-term tax-exempt bonds with a minimum credit rating of Baa. You cannot invest directly in an index. |
| 7 | The ICE BofA U.S. High Yield Index is a market-capitalization-weighted index of domestic and Yankee high-yield bonds. The index tracks the performance of high-yield securities traded in the U.S. bond market. You cannot invest directly in an index. Copyright 2021. ICE Data Indices, LLC. All rights reserved. |
2 | Allspring International Equity Fund
Letter to shareholders (unaudited)
February saw major domestic equity indexes driven higher on the hope of a new stimulus bill, improving COVID-19 vaccination numbers, and the gradual reopening of the economy. Most S&P 500 companies reported better-than-expected earnings, with positive surprises coming from the financials, IT, health care, and materials sectors. Japan saw its economy strengthen as a result of strong export numbers. Meanwhile, crude oil prices continued their climb, rising more than 25% for the year. Domestic government bonds experienced a sharp sell-off in late February as markets priced in a more robust economic recovery and higher future growth and inflation expectations.
The passage of the massive domestic stimulus bill highlighted March activity, leading to increased forecasts for U.S. growth in 2021. Domestic employment surged as COVID-19 vaccinations and an increasingly open economy spurred hiring. A majority of U.S. small companies reported they were operating at pre-pandemic capacity or higher. Value stocks continued their outperformance of growth stocks in the month, continuing the trend that started in late 2020. Meanwhile, most major developed global equity indexes were up month to date on the back of rising optimism regarding the outlook for global growth. While the U.S. and the U.K. have been the most successful in terms of the vaccine rollout, even in markets where the vaccine has lagged, such as in the eurozone and Japan, equity indexes in many of those countries have also been in positive territory for the year through March 2021.
Equity markets produced another strong showing in April. Domestically, the continued reopening of the economy had a strong impact on positive equity performance, as people started leaving their households and jobless claims continued to fall. Domestic corporate bonds performed well and the U.S. dollar weakened. Meanwhile, the U.S. government continued to seek to invest in the recovery, this time by outlining a package of over $2 trillion to improve infrastructure. The primary headwind in April was inflation, as investors tried to determine the breadth and longevity of recent price increases. Developed Europe has been supported by a meaningful increase in the pace of vaccinations. Unfortunately many emerging market countries have not been as successful. India in particular saw COVID-19 cases surge, serving as an example of the need to get vaccinations rolled out to less developed nations.
Vaccine rollouts continued in May, leading to loosened restrictions globally. As a result, equity markets in general saw a minor increase in returns. Concerns that the continued economic rebound could result in inflation increases becoming more than transitory were supported by the higher input costs businesses were experiencing. Meanwhile, those inflation concerns were tempered by the U.S. Federal Reserve (Fed), which stayed steady on its view of the economy and eased fears of a sudden and substantial policy change. Positive performance in the emerging market equity space was supported this month by steady consumer demand and strong commodity prices. Fixed-income markets were also slightly positive for the month, driven by inflation uncertainty and a softer U.S. dollar.
June witnessed the S&P 500 Index reach a new all-time high. 2021 economic growth and inflation forecasts were revised higher to reflect a strong economic recovery and some supply and demand imbalances. Late June saw a deal reached on a U.S. infrastructure package of approximately $1 trillion for road, bridge, and broadband network upgrades over the next eight years. The Fed’s June meeting yielded no change to policy, but its projections pointed to a possible interest rate rise in 2023. This, combined with a rebound in economic activity and investors searching for yield, led to U.S. Treasury yields being down for the month. Many European and Asian countries saw vaccination momentum increase, while the U.K. dealt with a rise in COVID-19 infections, specifically the Delta variant. Meanwhile, crude oil jumped over 10% in June on the back of the pickup in global economic activity and the Organization of the Petroleum Exporting Countries’ (OPEC) slow pace of supply growth.
July began the month seeing vaccinations making progress, as several major developed countries eased restrictions, only to be threatened again by the spread of COVID-19’s Delta variant. Inflation continued to climb, aided by the continued supply bottleneck in the face of high demand. As it pertains to the equity area of the market, U.S. equities led the way in positive return territory, followed by international developed markets. In contrast, emerging markets were well in negative territory for the month, hindered by China’s plans for new regulations on a number of sectors, specifically education and technology. The U.S. 10-year Treasury bond yield continued to decline, as strong demand swallowed up supply. After hitting a multi-year high earlier in the month, oil prices leveled off following an agreement by OPEC to raise oil production starting in August.
“ 2021 economic growth and inflation forecasts were revised higher to reflect a strong economic recovery and some supply and demand imbalances.”
Allspring International Equity Fund | 3
Letter to shareholders (unaudited)
“ Municipal debt experienced its first monthly performance drop since February of this year, slowing a rally that made it one of the best-performing sectors of the bond market.” |
The Delta variant of COVID-19 produced outbreaks globally in August, increasing the potential for increased market volatility and bringing into question the ongoing economic recovery. Domestically, the U.S. economy continued to stay strong in the face of the Delta variant, continued inflationary pressures, and worries over Hurricane Ida. Emerging market equities experienced elevated volatility, largely influenced by China’s regulatory stance. Emerging market equities started the month with poor performance but rebounded to end the month in positive territory. Municipal debt experienced its first monthly performance drop since February of this year, slowing a rally that made it one of the best-performing sectors of the bond market. In the commodity segment of the market, crude oil fell sharply during the month on the back of dampened expectations as a result of the Delta variant but was still a leading asset class performer for the year.
Global markets suffered their broadest retreat in a year during September, with the exception of commodities. Concerns over inflation and the interest rate outlook depressed investor confidence and hurt performance. Emerging markets declined on concerns over the continued supply chain disruptions and worries over higher energy and food prices. Meanwhile, the Fed indicated it would slow the pace of asset purchases in the near future. All eyes domestically were fixed on the raising of the debt ceiling, the 2022 budget plan, and the ongoing debate over the infrastructure package. Contrary to most asset classes, commodities thrived in September, driven by sharply higher energy prices.
October’s key themes continued to be elevated inflation pressures and a supply bottleneck, but strong earnings provided a bright spot in the markets. Earnings releases in the U.S. were generally strong and consumer confidence was high. The Fed reaffirmed its plans to taper quantitative easing to a stop by mid-2022. Meanwhile, elevated inflation figures are still being considered transitory by the Fed. Similar to the U.S., the eurozone and many Asian countries saw positive earnings but were facing inflation pressures caused by supply bottlenecks while also experiencing energy price increases amid natural gas shortages. Globally, government bond yields rose as central banks prepared to lower monetary policy accommodation in the face of rising inflationary pressures. As previously referenced, positive commodity performance was driven by sharply higher energy costs.
Don’t let short-term uncertainty derail long-term investment goals.
Periods of investment uncertainty can present challenges, but experience has taught us that maintaining long-term investment goals can be an effective way to plan for the future. To help you create a sound strategy based on your personal goals and risk tolerance, Allspring Funds offers more than 100 mutual funds spanning a wide range of asset classes and investment styles. Although diversification cannot guarantee an investment profit or prevent losses, we believe it can be an effective way to manage investment risk and potentially smooth out overall portfolio performance. We encourage investors to know their investments and to understand that appropriate levels of risk-taking may unlock opportunities.
Information on transaction closing.
On November 1, 2021, GTCR LLC and Reverence Capital Partners, L.P., announced the beginning of Allspring Global Investments™, with the close of the transaction to acquire Wells Fargo Funds Management, LLC; Wells Capital Management, LLC; Galliard Capital Management, LLC.; Wells Fargo Asset Management (International) Ltd.; Wells Fargo Asset Management Luxembourg S.A.; and Wells Fargo Funds Distributor, LLC, as well as Wells Fargo Bank, N.A.’s business of acting as trustee to its collective investment trusts and all related Wells Fargo Asset Management legal entities. The transaction closed on November 1, 2021, forming Allspring Global Investments, a privately held asset management firm with $587 billion in AUM1 as of September 30, 2021.
Allspring Global Investments™ is a leading independent asset management firm with a full breadth of investment capabilities across diverse asset classes, serving the needs of its institutional and wealth management clients around the world. Allspring operates across 18 offices globally supported by more than 480 investment professionals. Allspring and its investment teams provide a broad range of differentiated investment products and solutions to help its diverse range of clients meet their investment objectives.
| 1 | As of September 30, 2021, assets under management (AUM) includes $93 billion from Galliard Capital Management, LLC, an investment advisor that is not part of the Allspring trade name/GIPS firm. |
4 | Allspring International Equity Fund
Letter to shareholders (unaudited)
As part of this transition, all mutual funds within the Wells Fargo Funds family were rebranded as Allspring Funds. Each individual fund had “Wells Fargo” removed from its fund name and replaced with “Allspring.” The fund name changes went into effect on December 6, 2021.
Allspring Global Investments is the trade name for the asset management firms of Allspring Global Investments Holdings, LLC, a holding company indirectly owned by certain private funds of GTCR LLC and Reverence Capital Partners, L.P.
Thank you for choosing to invest with Allspring Funds. We appreciate your confidence in us and remain committed to helping you meet your financial needs.
Sincerely,
Andrew Owen
President
Allspring Funds
President
Allspring Funds
For further information about your Fund, contact your investment professional, visit our website at allspringglobal.com, or call us directly at 1-800-222-8222.
Allspring International Equity Fund | 5
Performance highlights (unaudited)
| Investment objective | The Fund seeks long-term capital appreciation. |
| Manager | Allspring Funds Management, LLC |
| Subadviser | Allspring Global Investments, LLC |
| Portfolio managers | Venkateshwar (Venk) Lal, Dale A. Winner, CFA®‡ |
| Average annual total returns (%) as of October 31, 2021 | |||||||||||
| Including sales charge | Excluding sales charge | Expense ratios1 (%) | |||||||||
| Inception date | 1 year | 5 year | 10 year | 1 year | 5 year | 10 year | Gross | Net 2 | |||
| Class A (WFEAX) | 1-20-1998 | 22.41 | 5.41 | 5.26 | 29.92 | 6.67 | 5.89 | 1.48 | 1.14 | ||
| Class C (WFEFX) | 3-6-1998 | 27.94 | 5.86 | 5.09 | 28.94 | 5.86 | 5.09 | 2.23 | 1.89 | ||
| Class R (WFERX) | 10-10-2003 | – | – | – | 29.67 | 6.40 | 5.63 | 1.73 | 1.39 | ||
| Class R6 (WFEHX)3 | 9-30-2015 | – | – | – | 30.17 | 6.99 | 6.16 | 1.05 | 0.79 | ||
| Administrator Class (WFEDX) | 7-16-2010 | – | – | – | 29.87 | 6.66 | 5.89 | 1.40 | 1.14 | ||
| Institutional Class (WFENX) | 3-9-1998 | – | – | – | 30.30 | 6.96 | 6.16 | 1.15 | 0.84 | ||
| MSCI ACWI ex USA Index (Net)4 | – | – | – | – | 29.66 | 9.77 | 6.66 | – | – | ||
| MSCI ACWI ex USA Value Index (Net)5 | – | – | – | – | 37.09 | 6.66 | 4.68 | – | – | ||
Figures quoted represent past performance, which is no guarantee of future results, and do not reflect taxes that a shareholder may pay on an investment in a fund. Investment return and principal value of an investment will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost. Performance shown without sales charges would be lower if sales charges were reflected. Current performance may be lower or higher than the performance data quoted, which assumes the reinvestment of dividends and capital gains. Current month-end performance is available on the Fund’s website, allspringglobal.com.
Please keep in mind that high double-digit returns were primarily achieved during favorable market conditions. You should not expect that such favorable returns can be consistently achieved. A fund’s performance, especially for short time periods, should not be the sole factor in making your investment decision.
Index returns do not include transaction costs associated with buying and selling securities, any mutual fund fees or expenses, or any taxes. It is not possible to invest directly in an index.
For Class A shares, the maximum front-end sales charge is 5.75%. For Class C shares, the maximum contingent deferred sales charge is 1.00%. Performance including a contingent deferred sales charge assumes the sales charge for the corresponding time period. Class R, Class R6, Administrator Class and Institutional Class shares are sold without a front-end sales charge or contingent deferred sales charge.
| 1 | Reflects the expense ratios as stated in the most recent prospectuses. The expense ratios shown are subject to change and may differ from the annualized expense ratios shown in the financial highlights of this report. |
| 2 | The manager has contractually committed through February 28, 2022, to waive fees and/or reimburse expenses to the extent necessary to cap total annual fund operating expenses after fee waivers at 1.14% for Class A, 1.89% for Class C, 1.39% for Class R, 0.79% for Class R6, 1.14% for Administrator Class, and 0.84% for Institutional Class. Brokerage commissions, stamp duty fees, interest, taxes, acquired fund fees and expenses (if any), and extraordinary expenses are excluded from the expense caps. Prior to or after the commitment expiration date, the caps may be increased or the commitment to maintain the caps may be terminated only with the approval of the Board of Trustees. Without these caps, the Fund’s returns would have been lower. The expense ratio paid by an investor is the net expense ratio (the total annual fund operating expenses after fee waivers) as stated in the prospectuses. |
| 3 | Historical performance shown for the Class R6 shares prior to their inception reflects the performance of the Institutional Class shares, and includes the higher expenses applicable to the Institutional Class shares. If these expenses had not been included, returns for the Class R6 shares would be higher. |
| 4 | The Morgan Stanley Capital International (MSCI) All Country World Index (ACWI) ex USA Index (Net) is a free-float-adjusted market capitalization-weighted index that is designed to measure the equity market performance of developed and emerging markets, excluding the U.S. Source: MSCI. MSCI makes no express or implied warranties or representations and shall have no liability whatsoever with respect to any MSCI data contained herein. The MSCI data may not be further redistributed or used as a basis for other indexes or any securities or financial products. This report is not approved, reviewed, or produced by MSCI. You cannot invest directly in an index. |
| 5 | The MSCI ACWI ex USA Value Index (Net) captures large and mid-cap securities exhibiting overall value style characteristics across developed and emerging markets countries excluding the U.S. The value investment style characteristics for index construction are defined using three variables: book value to price, 12-month forward earnings to price, and dividend yield. You cannot invest directly in an index. |
| ‡ | CFA® and Chartered Financial Analyst® are trademarks owned by CFA Institute. |
6 | Allspring International Equity Fund
Performance highlights (unaudited)
Growth of $10,000 investment as of October 31, 20211
| 1 | The chart compares the performance of Class A shares for the most recent ten years with the MSCI ACWI ex USA Index (Net) and MSCI ACWI ex USA Value Index (Net). The chart assumes a hypothetical investment of $10,000 in Class A shares and reflects all operating expenses and assumes the maximum initial sales charge of 5.75%. |
Stock values fluctuate in response to the activities of individual companies and general market and economic conditions. Foreign investments are especially volatile and can rise or fall dramatically due to differences in the political and economic conditions of the host country. These risks are generally intensified in emerging markets. The use of derivatives may reduce returns and/or increase volatility. Certain investment strategies tend to increase the total risk of an investment (relative to the broader market). This fund is exposed to smaller-company securities risk. Consult the Fund’s prospectus for additional information on these and other risks.
Allspring International Equity Fund | 7
Performance highlights (unaudited)
MANAGER'S DISCUSSION
Fund highlights
| ■ | The Fund (Class A, excluding sales charge) outperformed the MSCI ACWI ex USA Index (Net) while underperforming the MSCI ACWI ex USA Value Index (Net) for the 12-month period that ended October 31, 2021. |
| ■ | Stock selection within the financials, industrials, and materials sector stocks resulted in notable contributions to performance. Positioning in consumer discretionary, information technology (IT), and energy sector stocks were relative performance laggards due to a combination of negative allocation and selection effects. |
| ■ | The Fund remained overweight Europe, including overweights to the U.K., the Netherlands, Norway, and Italy, which were offset by underweights to Switzerland, Germany, and France. The Fund was underweight Asia on a regional basis, including underweights to Japan, Australia, and India, offset by overweights to Korea, China/Hong Kong, and Thailand. |
Our investment and risk management process of finding non-consensus undervalued equities and marrying core micro stock picking with macro risk management in each region of the globe resulted in shifts to sector and country allocations. This includes an increase in exposure to the financials, consumer discretionary, consumer staples sectors, and the U.K., Italy, and France, which was offset by reduced allocations to the health care, IT, communication services sectors, and Switzerland, South Korea, and Canada. Notable position changes during the period included the addition of Stellantis N.V. (a global auto original equipment manufacturer), ORIX Corporation (a Japanese financial services conglomerate), and Asahi Group Holdings, Limited (the world’s third-largest brewer). The Fund notably exited Novartis AG (a Swiss pharmaceutical company); Alps Alpine Company, Limited (a Japanese manufacturer of electronic components for autos and smartphone cameras); and Daiwa Securities Group Incorporated (a diversified Japanese financial services firm).
| Ten largest holdings (%) as of October 31, 20211 | |
| Stellantis NV | 3.06 |
| Samsonite International SA | 3.04 |
| ORIX Corporation | 3.02 |
| Qantas Airways Limited | 2.90 |
| Kingfisher plc | 2.77 |
| Nomad Foods Limited | 2.75 |
| Asahi Breweries Limited | 2.54 |
| Baker Hughes Incorporated | 2.51 |
| Mitsubishi UFJ Financial Group Incorporated | 2.49 |
| Siam Commercial Bank PCL | 2.49 |
| 1 | Figures represent the percentage of the Fund's net assets. Holdings are subject to change and may have changed since the date specified. |
Over the past 12 months, contributions to performance were driven largely by stock selection.
Top contributors included Man Group plc, Samsonite International S.A., Compagnie de Saint-Gobain S.A., DNB ASA, and Tech Mahindra Limited. Man Group, a U.K.-based asset manager, outperformed as it announced first-half results with earning per share 30% ahead of consensus forecasts. This was driven by strong performance and management fees off of a larger asset base, which grew 25% year over year, resulting in consensus upgrades. The firm also announced $100 million in buybacks, 3% of market cap, as the prior $100 million buyback ended. Tech Mahindra, a leading Indian IT services firm providing digital transformation, consulting, and business process engineering and outsourcing services, also outperformed as it reported a solid beat on first-quarter fiscal-year 2022 with earnings 12% above expectations. The company has continued to execute its strategy to integrate the past few years of acquisitions, improving efficiency, developing innovative solutions across a diversified set of client verticals, and leveraging its dominant telecom services market share as 5G/network transformation engagements reactivate after 2020’s multi-quarter COVID-19-induced pause.
Weakness in the IT, consumer discretionary, and energy sectors partially offset annual gains. Weakest performers included Sands China Limited; Alps Alpine Company Limited; Banco do Brasil S.A.*; Topsports; and Midea Group Company, Limited. Sands China, the leading integrated resort developer and operator in Macau, was the leading detractor in the consumer discretionary sector as it underperformed along with other Macau gaming stocks following the release of preliminary broad-brush guidance by the Macau gaming regulator of tighter sector scrutiny as part of licensing renewal negotiations and ensuing sector downgrades. A 45-day public consultation period began on September 15, 2021 to invite discussion on key issues, such as social responsibility, non-gaming development, government supervision, and infraction penalties, as part of the rule-
| * | This security was no longer held at the end of the reporting period. |
8 | Allspring International Equity Fund
Performance highlights (unaudited)
making and gaming license renewal process. Scarred by recent Chinese regulatory clampdowns, investors sold gaming stocks aggressively with Sands China reaching 2011 lows. We maintain our position with a view that the recent stock price reaction is extremely overdone given Sands’ medium-term fundamentals and cyclical value recovery upside. Alps Alpine, a Japanese manufacturer of electronic components for autos and smartphone cameras, underperformed. Its fiscal-year 2021 results and fiscal-year 2022 guidance missed estimates, driven primarily by higher costs and lower margin in its key camera actuator business, compounded by chip shortage issues and higher raw material costs affecting its auto products division. The company had been a non-consensus, undervalued stock with a pathway to higher long-term normalized profits. However a number of catalysts, including an increase in shareholder returns, activist plans to extract value after Alpine acquisition, and an inflection in free cash flow, failed to materialize and the success of future products in a rapidly changing technological space are difficult to forecast, resulting in our exiting the stock.
| Sector allocation as of October 31, 20211 |
| 1 | Figures represent the percentage of the Fund's long-term investments. These amounts are subject to change and may have changed since the date specified. |
Outlook
We recently upgraded our short-term outlook to constructive given sentiment has been weak recently. This is illustrated by rolling bear markets in certain cyclical areas, a 30% decline in the MSCI China Index* since mid-February
contributing to a correction in emerging markets, and the first 5% decline in the S&P 500 Index** since October 2020. Second-quarter earnings for the MSCI ACWI Index*** were strong and order books are robust. Third-quarter earnings are likely to slow and the global Purchasing Managers' Index (PMI), a monthly survey of purchasing managers is decelerating but earnings remain above trend and the global PMI is still in expansionary territory. Monetary policy remains incredibly accommodative, notwithstanding expectations for U.S. Federal Reserve (Fed) tapering, which has been well telegraphed to the market, and prospects for fiscal stimulus remain strong. Finally, infections from the Delta wave are waning and the COVID-19 health care response is accelerating, allowing economies to further reopen.
| Geographic allocation as of October 31, 20211 |
| 1 | Figures represent the percentage of the Fund's long-term investments. These amounts are subject to change and may have changed since the date specified. |
Our longer-term outlook remains constructive. First, the MSCI ACWI Value Index† appears to offer a significant discount to growth stocks, and equities look to be undervalued versus bonds on a yield basis. Second, global growth prospects have remained strong with the International Monetary Fund calling for 6% gross domestic product growth in 2021 and taking up its forecast for 2022 growth to 4.9%. Finally, the Fed’s pivot to targeting an average 2% inflation was a policy inflection point that will likely allow inflation to run higher and aid a recovery in employment. Moreover, prospects of additional fiscal stimulus has continued with the historic €800 billion European Union Recovery Fund, progress on the bipartisan infrastructure and build back better reconciliation bills in the
| * | The Morgan Stanley Capital International (MSCI) China Index is a free-float-adjusted market-capitalization-weighted index that is designed to measure equity market performance in China. You cannot invest directly in an index. |
| ** | The S&P 500 Index consists of 500 stocks chosen for market size, liquidity, and industry group representation. It is a market-value weighted index with each stock’s weight in the index proportionate to its market value. You cannot invest directly in an index. |
| * | The Morgan Stanley Capital International (MSCI) China Index is a free-float-adjusted market-capitalization-weighted index that is designed to measure equity market performance in China. You cannot invest directly in an index. |
| *** | The MSCI All Country World Index (ACWI) is a stock index designed to track broad global equity-market performance. Maintained by MSCI, the index is comprised of the stocks of about 3,000 companies from 23 developed countries and 26 emerging markets. You cannot invest directly in an index. |
| * | The Morgan Stanley Capital International (MSCI) China Index is a free-float-adjusted market-capitalization-weighted index that is designed to measure equity market performance in China. You cannot invest directly in an index. |
| † | The MSCI ACWI Value Index captures large and mid cap securities exhibiting overall value style characteristics across 23 Developed Markets countries and 27 Emerging Markets countries. The value investment style characteristics for index construction are defined using three variables: book value to price, 12-month forward earnings to price and dividend yield. You cannot invest directly in an index. |
Allspring International Equity Fund | 9
Performance highlights (unaudited)
U.S., and likely stimulus in Japan post the election as well as China given its recent economic slowdown.
10 | Allspring International Equity Fund
Fund expenses (unaudited)
As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including sales charges (loads) on purchase payments and contingent deferred sales charges (if any) on redemptions and (2) ongoing costs, including management fees, distribution (12b-1) and/or shareholder servicing fees, and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.
The example is based on an investment of $1,000 invested at the beginning of the six-month period and held for the entire period from May 1, 2021 to October 31, 2021.
Actual expenses
The “Actual” line of the table below provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the “Actual” line under the heading entitled “Expenses paid during period” for your applicable class of shares to estimate the expenses you paid on your account during this period.
Hypothetical example for comparison purposes
The “Hypothetical” line of the table below provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.
Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads) and contingent deferred sales charges. Therefore, the “Hypothetical” line of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.
| Beginning account value 5-1-2021 | Ending account value 10-31-2021 | Expenses paid during the period1 | Annualized net expense ratio | |
| Class A | ||||
| Actual | $1,000.00 | $ 993.54 | $5.68 | 1.13% |
| Hypothetical (5% return before expenses) | $1,000.00 | $1,019.51 | $5.75 | 1.13% |
| Class C | ||||
| Actual | $1,000.00 | $ 990.56 | $9.48 | 1.89% |
| Hypothetical (5% return before expenses) | $1,000.00 | $1,015.68 | $9.60 | 1.89% |
| Class R | ||||
| Actual | $1,000.00 | $ 992.61 | $6.98 | 1.39% |
| Hypothetical (5% return before expenses) | $1,000.00 | $1,018.20 | $7.07 | 1.39% |
| Class R6 | ||||
| Actual | $1,000.00 | $ 994.03 | $3.97 | 0.79% |
| Hypothetical (5% return before expenses) | $1,000.00 | $1,021.22 | $4.02 | 0.79% |
| Administrator Class | ||||
| Actual | $1,000.00 | $ 993.83 | $5.73 | 1.14% |
| Hypothetical (5% return before expenses) | $1,000.00 | $1,019.46 | $5.80 | 1.14% |
| Institutional Class | ||||
| Actual | $1,000.00 | $ 995.05 | $4.22 | 0.84% |
| Hypothetical (5% return before expenses) | $1,000.00 | $1,020.97 | $4.28 | 0.84% |
1 Expenses paid is equal to the annualized net expense ratio of each class multiplied by the average account value over the period, multiplied by the number of days in the most recent fiscal half-year divided by the number of days in the fiscal year (to reflect the one-half-year period).
Allspring International Equity Fund | 11
Portfolio of investments—October 31, 2021
| Shares | Value | |||||
| Common stocks: 97.77% | ||||||
| Australia: 2.90% | ||||||
| Qantas Airways Limited (Industrials, Airlines) | 3,169,037 | $ 12,753,911 | ||||
| Brazil: 0.59% | ||||||
| CPFL Energia SA (Utilities, Electric utilities) | 556,600 | 2,594,732 | ||||
| Canada: 1.31% | ||||||
| Home Capital Group Incorporated (Financials, Thrifts & mortgage finance) † | 73,100 | 2,372,088 | ||||
| SNC-Lavalin Group Incorporated (Industrials, Construction & engineering) | 126,200 | 3,394,633 | ||||
| 5,766,721 | ||||||
| China: 10.31% | ||||||
| Alibaba Group Holding Limited ADR (Consumer discretionary, Internet & direct marketing retail) † | 112,472 | 2,356,267 | ||||
| China Resources Land Limited (Real estate, Real estate management & development) | 1,346,000 | 5,241,797 | ||||
| LONGi Green Energy Technology Company Limited Class A (Information technology, Semiconductors & semiconductor equipment) | 400,901 | 6,120,047 | ||||
| Midea Group Company Limited Class A (Consumer discretionary, Household durables) | 862,251 | 9,266,170 | ||||
| Oppein Home Group Incorporated Class A (Consumer discretionary, Household durables) | 176,706 | 3,514,901 | ||||
| Sands China Limited (Consumer discretionary, Hotels, restaurants & leisure) | 2,340,000 | 5,347,368 | ||||
| Shanghai Pharmaceuticals Holding Company Limited Class H (Health care, Health care providers & services) | 2,453,800 | 4,497,293 | ||||
| Topsports International Holdings Limited (Consumer discretionary, Specialty retail) 144A | 7,446,000 | 9,053,295 | ||||
| 45,397,138 | ||||||
| Denmark: 2.10% | ||||||
| Danske Bank AS (Financials, Banks) | 545,769 | 9,236,091 | ||||
| France: 5.57% | ||||||
| Compagnie de Saint-Gobain SA (Industrials, Building products) | 158,905 | 10,940,824 | ||||
| Faurecia SE (Consumer discretionary, Auto components) | 8,916 | 459,894 | ||||
| Sanofi SA (Health care, Pharmaceuticals) | 77,310 | 7,724,279 | ||||
| Sodexho Alliance SA (Consumer discretionary, Hotels, restaurants & leisure) † | 55,733 | 5,411,897 | ||||
| 24,536,894 | ||||||
| Germany: 4.03% | ||||||
| Metro AG (Consumer staples, Food & staples retailing) | 2,793 | 35,290 | ||||
| Rheinmetall AG (Industrials, Industrial conglomerates) | 95,615 | 9,266,913 | ||||
| Siemens AG (Industrials, Industrial conglomerates) | 34,561 | 5,604,538 | ||||
| Siemens Energy AG (Industrials, Electrical equipment) † | 29,840 | 856,167 | ||||
| Siltronic AG (Information technology, Semiconductors & semiconductor equipment) « | 12,778 | 1,991,180 | ||||
| 17,754,088 | ||||||
| Hong Kong: 1.50% | ||||||
| Xinyi Glass Holdings Limited (Consumer discretionary, Auto components) | 2,348,000 | 6,624,073 | ||||
| India: 1.57% | ||||||
| Tech Mahindra Limited (Information technology, IT services) | 350,562 | 6,918,662 |
The accompanying notes are an integral part of these financial statements.
12 | Allspring International Equity Fund
Portfolio of investments—October 31, 2021
| Shares | Value | |||||
| Ireland: 1.00% | ||||||
| Greencore Group plc (Consumer staples, Food products) † | 2,486,222 | $ 4,396,057 | ||||
| Israel: 0.90% | ||||||
| Check Point Software Technologies Limited (Information technology, Software) | 33,243 | 3,975,863 | ||||
| Italy: 2.36% | ||||||
| Prysmian SpA (Industrials, Electrical equipment) | 69,002 | 2,608,358 | ||||
| UniCredit SpA (Financials, Banks) | 590,467 | 7,797,791 | ||||
| 10,406,149 | ||||||
| Japan: 11.90% | ||||||
| Asahi Breweries Limited (Consumer staples, Beverages) | 247,400 | 11,194,050 | ||||
| Hitachi Limited (Industrials, Industrial conglomerates) | 189,000 | 10,868,225 | ||||
| Mitsubishi UFJ Financial Group Incorporated (Financials, Banks) | 2,005,600 | 10,954,034 | ||||
| ORIX Corporation (Financials, Diversified financial services) | 672,200 | 13,299,504 | ||||
| Showa Denko KK (Materials, Chemicals) | 241,200 | 6,054,601 | ||||
| 52,370,414 | ||||||
| Luxembourg: 1.95% | ||||||
| ArcelorMittal SA (Materials, Metals & mining) | 253,369 | 8,589,132 | ||||
| Mexico: 0.28% | ||||||
| Fresnillo plc (Materials, Metals & mining) | 105,621 | 1,247,736 | ||||
| Netherlands: 10.05% | ||||||
| ING Groep NV (Financials, Banks) | 667,700 | 10,126,818 | ||||
| Koninklijke Philips NV (Health care, Health care equipment & supplies) | 147,977 | 6,966,475 | ||||
| NN Group NV (Financials, Insurance) | 159,629 | 8,547,481 | ||||
| OCI NV (Materials, Chemicals) | 182,239 | 5,161,372 | ||||
| Stellantis NV (Consumer discretionary, Automobiles) | 674,016 | 13,440,552 | ||||
| 44,242,698 | ||||||
| Norway: 2.36% | ||||||
| DNB Bank ASA (Financials, Banks) « | 437,319 | 10,394,732 | ||||
| South Korea: 6.50% | ||||||
| Coway Company Limited (Consumer discretionary, Household durables) | 134,915 | 9,167,131 | ||||
| Hana Financial Group Incorporated (Financials, Banks) | 135,535 | 5,219,353 | ||||
| Samsung Electronics Company Limited GDR (Information technology, Technology hardware, storage & peripherals) 144A | 5,634 | 8,411,562 | ||||
| SK Telecom Company Limited (Communication services, Wireless telecommunication services) ♦ | 21,917 | 5,804,896 | ||||
| 28,602,942 | ||||||
| Switzerland: 2.08% | ||||||
| LafargeHolcim Limited (Materials, Construction materials) | 182,992 | 9,135,610 | ||||
| Thailand: 2.49% | ||||||
| Siam Commercial Bank PCL (Financials, Banks) | 2,883,400 | 10,948,795 | ||||
| United Kingdom: 16.30% | ||||||
| ConvaTec Group plc (Health care, Health care equipment & supplies) | 1,873,414 | 5,481,537 | ||||
| Informa plc (Communication services, Media) † | 1,372,512 | 9,756,162 | ||||
| Kingfisher plc (Consumer discretionary, Specialty retail) | 2,656,921 | 12,181,039 | ||||
| Man Group plc (Financials, Capital markets) | 1,191,606 | 3,794,809 | ||||
| Melrose Industries plc (Industrials, Industrial conglomerates) | 4,172,341 | 9,010,475 |
The accompanying notes are an integral part of these financial statements.
Allspring International Equity Fund | 13
Portfolio of investments—October 31, 2021
| Shares | Value | |||||
| United Kingdom: (continued) | ||||||
| NatWest Group plc (Financials, Banks) | 3,434,950 | $ 10,393,697 | ||||
| Nomad Foods Limited (Consumer staples, Food products) † | 444,224 | 12,096,220 | ||||
| Sensata Technologies Holding plc (Industrials, Electrical equipment) † | 87,464 | 4,819,266 | ||||
| Smiths Group plc (Industrials, Industrial conglomerates) | 229,241 | 4,252,582 | ||||
| 71,785,787 | ||||||
| United States: 9.72% | ||||||
| Advance Auto Parts Incorporated (Consumer discretionary, Specialty retail) | 27,848 | 6,280,281 | ||||
| Baker Hughes Incorporated (Energy, Energy equipment & services) | 440,620 | 11,050,750 | ||||
| Berry Global Group Incorporated (Materials, Containers & packaging) † | 116,798 | 7,654,941 | ||||
| Gentex Corporation (Consumer discretionary, Auto components) | 124,413 | 4,402,976 | ||||
| Samsonite International SA (Consumer discretionary, Textiles, apparel & luxury goods) | 6,218,560 | 13,395,420 | ||||
| 42,784,368 | ||||||
| Total Common stocks (Cost $367,251,887) | 430,462,593 |
| Yield | ||||||
| Short-term investments: 3.91% | ||||||
| Investment companies: 3.91% | ||||||
| Allspring Government Money Market Fund Select Class ♠∞ | 0.03% | 5,388,960 | 5,388,960 | |||
| Securities Lending Cash Investments LLC ♠∩∞ | 0.03 | 11,811,045 | 11,811,045 | |||
| Total Short-term investments (Cost $17,200,005) | 17,200,005 | |||||
| Total investments in securities (Cost $384,451,892) | 101.68% | 447,662,598 | ||||
| Other assets and liabilities, net | (1.68) | (7,378,740) | ||||
| Total net assets | 100.00% | $440,283,858 |
| † | Non-income-earning security |
| 144A | The security may be resold in transactions exempt from registration, normally to qualified institutional buyers, pursuant to Rule 144A under the Securities Act of 1933. |
| ♦ | The security is fair valued in accordance with procedures approved by the Board of Trustees. |
| « | All or a portion of this security is on loan. |
| ♠ | The issuer of the security is an affiliated person of the Fund as defined in the Investment Company Act of 1940. |
| ∩ | The investment is a non-registered investment company purchased with cash collateral received from securities on loan. |
| ∞ | The rate represents the 7-day annualized yield at period end. |
| Abbreviations: | |
| ADR | American depositary receipt |
| GDR | Global depositary receipt |
The accompanying notes are an integral part of these financial statements.
14 | Allspring International Equity Fund
Portfolio of investments—October 31, 2021
Investments in affiliates
An affiliated investment is an investment in which the Fund owns at least 5% of the outstanding voting shares of the issuer or as a result of other relationships, such as the Fund and the issuer having the same investment manager. Transactions with issuers that were either affiliates of the Fund at the beginning of the period or the end of the period were as follows:
| Value, beginning of period | Purchases | Sales proceeds | Net realized gains (losses) | Net change in unrealized gains (losses) | Value, end of period | Shares, end of period | Income from affiliated securities | |||
| Short-term investments | ||||||||||
| Allspring Government Money Market Fund Select Class | $2,330,238 | $355,369,228 | $(352,310,506) | $0 | $0 | $ 5,388,960 | 5,388,960 | $ 2,970 | ||
| Securities Lending Cash Investments LLC | 0 | 71,588,694 | (59,777,649) | 0 | 0 | 11,811,045 | 11,811,045 | 441 # | ||
| $0 | $0 | $17,200,005 | $3,411 | |||||||
| # | Amount shown represents income before fees and rebates. |
The accompanying notes are an integral part of these financial statements.
Allspring International Equity Fund | 15
Statement of assets and liabilities—October 31, 2021
| Assets | |
Investments in unaffiliated securities (including $10,970,431 of securities loaned), at value (cost $367,251,887) | $ 430,462,593 |
Investments in affiliated securities, at value (cost $17,200,005) | 17,200,005 |
Foreign currency, at value (cost $167,598) | 165,049 |
Receivable for dividends | 5,559,614 |
Receivable for investments sold | 4,503,639 |
Receivable for Fund shares sold | 280,943 |
Receivable for securities lending income, net | 10,130 |
Prepaid expenses and other assets | 90,007 |
Total assets | 458,271,980 |
| Liabilities | |
Payable upon receipt of securities loaned | 11,811,045 |
Payable for investments purchased | 5,480,958 |
Payable for Fund shares redeemed | 285,573 |
Management fee payable | 277,782 |
Administration fees payable | 56,082 |
Distribution fees payable | 4,235 |
Trustees’ fees and expenses payable | 1,795 |
Accrued expenses and other liabilities | 70,652 |
Total liabilities | 17,988,122 |
Total net assets | $440,283,858 |
| Net assets consist of | |
Paid-in capital | $ 465,868,713 |
Total distributable loss | (25,584,855) |
Total net assets | $440,283,858 |
| Computation of net asset value and offering price per share | |
Net assets – Class A | $ 170,418,639 |
Shares outstanding – Class A1 | 12,775,176 |
Net asset value per share – Class A | $13.34 |
Maximum offering price per share – Class A2 | $14.15 |
Net assets – Class C | $ 6,489,987 |
Shares outstanding – Class C1 | 490,994 |
Net asset value per share – Class C | $13.22 |
Net assets – Class R | $ 333,270 |
Shares outstanding – Class R1 | 24,422 |
Net asset value per share – Class R | $13.65 |
Net assets – Class R6 | $ 55,639,007 |
Shares outstanding – Class R61 | 4,208,712 |
Net asset value per share – Class R6 | $13.22 |
Net assets – Administrator Class | $ 14,732,521 |
Shares outstanding – Administrator Class1 | 1,122,270 |
Net asset value per share – Administrator Class | $13.13 |
Net assets – Institutional Class | $ 192,670,434 |
Shares outstanding – Institutional Class1 | 14,571,426 |
Net asset value per share – Institutional Class | $13.22 |
| 1 | The Fund has an unlimited number of authorized shares. |
| 2 | Maximum offering price is computed as 100/94.25 of net asset value. On investments of $50,000 or more, the offering price is reduced. |
The accompanying notes are an integral part of these financial statements.
16 | Allspring International Equity Fund
Statement of operations—year ended October 31, 2021
| Investment income | |
Dividends (net of foreign withholdings taxes of $890,676) | $ 9,757,513 |
Income from affiliated securities | 42,015 |
Total investment income | 9,799,528 |
| Expenses | |
Management fee | 3,006,904 |
| Administration fees | |
Class A | 278,601 |
Class C | 14,315 |
Class R | 720 |
Class R6 | 13,923 |
Administrator Class | 12,124 |
Institutional Class | 205,651 |
| Shareholder servicing fees | |
Class A | 331,407 |
Class C | 17,018 |
Class R | 830 |
Administrator Class | 23,295 |
| Distribution fees | |
Class C | 51,026 |
Class R | 830 |
Custody and accounting fees | 31,104 |
Professional fees | 48,265 |
Registration fees | 4,444 |
Shareholder report expenses | 49,982 |
Trustees’ fees and expenses | 19,219 |
Interest expense | 1,464 |
Other fees and expenses | 36,961 |
Total expenses | 4,148,083 |
| Less: Fee waivers and/or expense reimbursements | |
Fund-level | (447,395) |
Class A | (144,240) |
Class C | (7,746) |
Class R | (344) |
Class R6 | (13,923) |
Institutional Class | (114,826) |
Net expenses | 3,419,609 |
Net investment income | 6,379,919 |
| Realized and unrealized gains (losses) on investments | |
| Net realized gains (losses) on | |
Unaffiliated securities | 20,179,374 |
Forward foreign currency contracts | (27,594) |
Net realized gains on investments | 20,151,780 |
| Net change in unrealized gains (losses) on | |
Unaffiliated securities (net of deferred foreign capital gain tax refund of $(144,336)) | 30,676,758 |
Forward foreign currency contracts | (33,172) |
Net change in unrealized gains (losses) on investments | 30,643,586 |
Net realized and unrealized gains (losses) on investments | 50,795,366 |
Net increase in net assets resulting from operations | $57,175,285 |
The accompanying notes are an integral part of these financial statements.
Allspring International Equity Fund | 17
Statement of changes in net assets
| Year ended October 31, 2021 | Year ended October 31, 2020 | |||
| Operations | ||||
Net investment income | $ 6,379,919 | $ 2,835,748 | ||
Net realized gains (losses) on investments | 20,151,780 | (29,559,491) | ||
Net change in unrealized gains (losses) on investments | 30,643,586 | 4,272,662 | ||
Net increase (decrease) in net assets resulting from operations | 57,175,285 | (22,451,081) | ||
| Distributions to shareholders from | ||||
| Net investment income and net realized gains | ||||
Class A | (2,333,735) | (662,605) | ||
Class C | (37,942) | (43,116) | ||
Class R | (3,874) | (3,818) | ||
Class R6 | (743,317) | (474,234) | ||
Administrator Class | (186,179) | (8,337) | ||
Institutional Class | (3,248,675) | (1,471,021) | ||
Total distributions to shareholders | (6,553,722) | (2,663,131) | ||
| Capital share transactions | Shares | Shares | ||
| Proceeds from shares sold | ||||
Class A | 546,840 | 7,198,490 | 441,187 | 4,609,759 |
Class C | 19,692 | 262,480 | 18,948 | 217,660 |
Class R | 2,396 | 31,876 | 9,052 | 93,509 |
Class R6 | 4,197,644 | 55,794,111 | 50,929 | 509,198 |
Administrator Class | 855,147 | 10,999,599 | 2,257 | 25,149 |
Institutional Class | 2,754,059 | 36,222,608 | 1,376,623 | 14,425,401 |
| 110,509,164 | 19,880,676 | |||
| Reinvestment of distributions | ||||
Class A | 167,319 | 2,239,157 | 55,305 | 622,252 |
Class C | 2,783 | 37,100 | 3,189 | 38,076 |
Class R | 285 | 3,863 | 128 | 1,574 |
Class R6 | 22,455 | 294,741 | 20,969 | 225,470 |
Administrator Class | 13,879 | 184,647 | 705 | 7,903 |
Institutional Class | 231,283 | 3,061,679 | 118,415 | 1,298,339 |
| 5,821,187 | 2,193,614 | |||
| Payment for shares redeemed | ||||
Class A | (1,802,046) | (24,130,382) | (1,601,924) | (16,539,389) |
Class C | (166,666) | (2,159,388) | (408,619) | (4,212,540) |
Class R | (6,106) | (84,410) | (49,772) | (546,039) |
Class R6 | (6,059,973) | (81,589,088) | (207,377) | (2,240,668) |
Administrator Class | (158,450) | (2,098,208) | (51,651) | (501,027) |
Institutional Class | (3,586,322) | (47,206,208) | (6,523,658) | (66,426,216) |
| (157,267,684) | (90,465,879) | |||
| Net asset value of shares issued in acquisitions | ||||
Class A | 7,842,133 | 105,650,203 | 0 | 0 |
Class C | 73,140 | 973,663 | 0 | 0 |
Class R6 | 2,957,505 | 39,381,406 | 0 | 0 |
Administrator Class | 354,359 | 4,729,637 | 0 | 0 |
Institutional Class | 6,852,407 | 92,322,186 | 0 | 0 |
| 243,057,095 | 0 | |||
Net increase (decrease) in net assets resulting from capital share transactions | 202,119,762 | (68,391,589) | ||
Total increase (decrease) in net assets | 252,741,325 | (93,505,801) | ||
| Net assets | ||||
Beginning of period | 187,542,533 | 281,048,334 | ||
End of period | $ 440,283,858 | $187,542,533 | ||
The accompanying notes are an integral part of these financial statements.
18 | Allspring International Equity Fund
Financial highlights
(For a share outstanding throughout each period)
| Year ended October 31 | |||||
| Class A | 2021 | 2020 | 2019 | 2018 | 2017 |
Net asset value, beginning of period | $10.43 | $11.38 | $11.81 | $13.43 | $11.07 |
Net investment income | 0.23 1 | 0.12 | 0.24 1 | 0.27 | 0.22 |
Net realized and unrealized gains (losses) on investments | 2.89 | (0.97) | (0.16) | (1.40) | 2.47 |
Total from investment operations | 3.12 | (0.85) | 0.08 | (1.13) | 2.69 |
| Distributions to shareholders from | |||||
Net investment income | (0.21) | (0.10) | (0.51) | (0.49) | (0.33) |
Net asset value, end of period | $13.34 | $10.43 | $11.38 | $11.81 | $13.43 |
Total return2 | 29.92% | (7.54)% | 0.93% | (8.81)% | 24.91% |
| Ratios to average net assets (annualized) | |||||
Gross expenses | 1.36% | 1.48% | 1.45% | 1.39% | 1.47% |
Net expenses | 1.13% | 1.13% | 1.14% | 1.14% | 1.14% |
Net investment income | 1.73% | 1.12% | 2.13% | 1.97% | 1.82% |
| Supplemental data | |||||
Portfolio turnover rate | 95% | 73% | 49% | 62% | 59% |
Net assets, end of period (000s omitted) | $170,419 | $62,800 | $81,110 | $91,206 | $109,655 |
| 1 | Calculated based upon average shares outstanding |
| 2 | Total return calculations do not include any sales charges. |
The accompanying notes are an integral part of these financial statements.
Allspring International Equity Fund | 19
Financial highlights
(For a share outstanding throughout each period)
| Year ended October 31 | |||||
| Class C | 2021 | 2020 | 2019 | 2018 | 2017 |
Net asset value, beginning of period | $10.31 | $11.28 | $11.57 | $13.13 | $10.82 |
Net investment income | 0.09 1 | 0.03 1 | 0.12 1 | 0.15 | 0.14 |
Net realized and unrealized gains (losses) on investments | 2.89 | (0.95) | (0.12) | (1.35) | 2.40 |
Total from investment operations | 2.98 | (0.92) | 0.00 | (1.20) | 2.54 |
| Distributions to shareholders from | |||||
Net investment income | (0.07) | (0.05) | (0.29) | (0.36) | (0.23) |
Net asset value, end of period | $13.22 | $10.31 | $11.28 | $11.57 | $13.13 |
Total return2 | 28.94% | (8.22)% | 0.16% | (9.47)% | 23.91% |
| Ratios to average net assets (annualized) | |||||
Gross expenses | 2.12% | 2.22% | 2.19% | 2.14% | 2.22% |
Net expenses | 1.89% | 1.89% | 1.89% | 1.89% | 1.89% |
Net investment income | 0.72% | 0.28% | 1.07% | 1.22% | 1.26% |
| Supplemental data | |||||
Portfolio turnover rate | 95% | 73% | 49% | 62% | 59% |
Net assets, end of period (000s omitted) | $6,490 | $5,794 | $10,700 | $22,963 | $28,919 |
| 1 | Calculated based upon average shares outstanding |
| 2 | Total return calculations do not include any sales charges. |
The accompanying notes are an integral part of these financial statements.
20 | Allspring International Equity Fund
Financial highlights
(For a share outstanding throughout each period)
| Year ended October 31 | |||||
| Class R | 2021 | 2020 | 2019 | 2018 | 2017 |
Net asset value, beginning of period | $10.65 | $11.61 | $11.98 | $13.58 | $11.20 |
Net investment income | 0.16 1 | 0.07 1 | 0.22 1 | 0.23 1 | 0.20 1 |
Net realized and unrealized gains (losses) on investments | 3.00 | (0.97) | (0.15) | (1.41) | 2.48 |
Total from investment operations | 3.16 | (0.90) | 0.07 | (1.18) | 2.68 |
| Distributions to shareholders from | |||||
Net investment income | (0.16) | (0.06) | (0.44) | (0.42) | (0.30) |
Net asset value, end of period | $13.65 | $10.65 | $11.61 | $11.98 | $13.58 |
Total return | 29.67% | (7.84)% | 0.79% | (9.03)% | 24.47% |
| Ratios to average net assets (annualized) | |||||
Gross expenses | 1.61% | 1.67% | 1.64% | 1.64% | 1.72% |
Net expenses | 1.39% | 1.39% | 1.37% | 1.39% | 1.39% |
Net investment income | 1.19% | 0.64% | 1.88% | 1.72% | 1.66% |
| Supplemental data | |||||
Portfolio turnover rate | 95% | 73% | 49% | 62% | 59% |
Net assets, end of period (000s omitted) | $333 | $297 | $794 | $1,404 | $1,996 |
| 1 | Calculated based upon average shares outstanding |
The accompanying notes are an integral part of these financial statements.
Allspring International Equity Fund | 21
Financial highlights
(For a share outstanding throughout each period)
| Year ended October 31 | |||||
| Class R6 | 2021 | 2020 | 2019 | 2018 | 2017 |
Net asset value, beginning of period | $10.36 | $11.31 | $11.79 | $13.44 | $11.06 |
Net investment income | 0.31 | 0.16 | 0.35 | 0.31 | 0.45 1 |
Net realized and unrealized gains (losses) on investments | 2.81 | (0.96) | (0.23) | (1.40) | 2.27 |
Total from investment operations | 3.12 | (0.80) | 0.12 | (1.09) | 2.72 |
| Distributions to shareholders from | |||||
Net investment income | (0.26) | (0.15) | (0.60) | (0.56) | (0.34) |
Net asset value, end of period | $13.22 | $10.36 | $11.31 | $11.79 | $13.44 |
Total return | 30.17% | (7.15)% | 1.27% | (8.57)% | 25.30% |
| Ratios to average net assets (annualized) | |||||
Gross expenses | 0.95% | 1.05% | 1.01% | 0.96% | 1.03% |
Net expenses | 0.79% | 0.79% | 0.81% | 0.84% | 0.84% |
Net investment income | 1.70% | 1.51% | 2.23% | 2.23% | 3.55% |
| Supplemental data | |||||
Portfolio turnover rate | 95% | 73% | 49% | 62% | 59% |
Net assets, end of period (000s omitted) | $55,639 | $32,011 | $36,505 | $63,414 | $74,405 |
| 1 | Calculated based upon average shares outstanding |
The accompanying notes are an integral part of these financial statements.
22 | Allspring International Equity Fund
Financial highlights
(For a share outstanding throughout each period)
| Year ended October 31 | |||||
| Administrator Class | 2021 | 2020 | 2019 | 2018 | 2017 |
Net asset value, beginning of period | $10.28 | $11.22 | $11.62 | $13.20 | $10.88 |
Net investment income | 0.27 1 | 0.10 1 | 0.23 1 | 0.20 1 | 0.21 1 |
Net realized and unrealized gains (losses) on investments | 2.80 | (0.94) | (0.14) | (1.31) | 2.43 |
Total from investment operations | 3.07 | (0.84) | 0.09 | (1.11) | 2.64 |
| Distributions to shareholders from | |||||
Net investment income | (0.22) | (0.10) | (0.49) | (0.47) | (0.32) |
Net asset value, end of period | $13.13 | $10.28 | $11.22 | $11.62 | $13.20 |
Total return | 29.87% | (7.54)% | 0.98% | (8.79)% | 24.84% |
| Ratios to average net assets (annualized) | |||||
Gross expenses | 1.26% | 1.39% | 1.36% | 1.31% | 1.39% |
Net expenses | 1.14% | 1.14% | 1.14% | 1.14% | 1.14% |
Net investment income | 2.06% | 0.98% | 2.00% | 1.53% | 1.79% |
| Supplemental data | |||||
Portfolio turnover rate | 95% | 73% | 49% | 62% | 59% |
Net assets, end of period (000s omitted) | $14,733 | $589 | $1,189 | $5,152 | $18,174 |
| 1 | Calculated based upon average shares outstanding |
The accompanying notes are an integral part of these financial statements.
Allspring International Equity Fund | 23
Financial highlights
(For a share outstanding throughout each period)
| Year ended October 31 | |||||
| Institutional Class | 2021 | 2020 | 2019 | 2018 | 2017 |
Net asset value, beginning of period | $10.34 | $11.29 | $11.76 | $13.40 | $11.05 |
Net investment income | 0.25 1 | 0.14 1 | 0.33 | 0.30 1 | 0.28 1 |
Net realized and unrealized gains (losses) on investments | 2.88 | (0.96) | (0.22) | (1.39) | 2.43 |
Total from investment operations | 3.13 | (0.82) | 0.11 | (1.09) | 2.71 |
| Distributions to shareholders from | |||||
Net investment income | (0.25) | (0.13) | (0.58) | (0.55) | (0.36) |
Net asset value, end of period | $13.22 | $10.34 | $11.29 | $11.76 | $13.40 |
Total return | 30.30% | (7.28)% | 1.19% | (8.56)% | 25.21% |
| Ratios to average net assets (annualized) | |||||
Gross expenses | 1.03% | 1.15% | 1.11% | 1.06% | 1.14% |
Net expenses | 0.84% | 0.84% | 0.86% | 0.89% | 0.89% |
Net investment income | 1.93% | 1.33% | 2.27% | 2.31% | 2.28% |
| Supplemental data | |||||
Portfolio turnover rate | 95% | 73% | 49% | 62% | 59% |
Net assets, end of period (000s omitted) | $192,670 | $86,052 | $150,749 | $243,235 | $236,946 |
| 1 | Calculated based upon average shares outstanding |
The accompanying notes are an integral part of these financial statements.
24 | Allspring International Equity Fund
Notes to financial statements
1. ORGANIZATION
Allspring Funds Trust (the "Trust"), a Delaware statutory trust organized on March 10, 1999, is an open-end management investment company registered under the Investment Company Act of 1940, as amended (the "1940 Act"). As an investment company, the Trust follows the accounting and reporting guidance in Financial Accounting Standards Board ("FASB") Accounting Standards Codification Topic 946, Financial Services – Investment Companies. These financial statements report on the Allspring International Equity Fund (the "Fund") which is a diversified series of the Trust.
On February 23, 2021, Wells Fargo & Company announced that it has entered into a definitive agreement to sell Wells Fargo Asset Management ("WFAM") to GTCR LLC and Reverence Capital Partners, L.P. WFAM is the trade name used by the asset management businesses of Wells Fargo & Company and includes Wells Fargo Funds Management, LLC, the investment manager to the Fund, Wells Capital Management, LLC and Wells Fargo Asset Management (International) Limited, both registered investment advisers providing subadvisory services to certain funds, and Wells Fargo Funds Distributor, LLC, the Fund's principal underwriter. As part of the transaction, Wells Fargo & Company will own a 9.9% equity interest and will continue to serve as an important client and distribution partner.
Consummation of the transaction will result in the automatic termination of the Fund’s investment management agreement and subadvisory agreement. The Fund’s Board of Trustees approved a new investment management agreement and a new subadvisory agreement which were submitted to the Fund’s shareholders for approval at a Special Meeting of Shareholders held on October 15, 2021. Shareholders of record of the Fund at the close of business on May 28, 2021 approved the new agreements which will take effect upon the closing of the transaction.
As more fully discussed in Note 13, the transaction closed on November 1, 2021 and the investment manager, subadvisers and distributor changed their names to Allspring Funds Management, LLC, Allspring Global Investments, LLC, Allspring Global Investments (UK) Limited and Allspring Funds Distributor, LLC, respectively. While these name changes occurred after the end of the period, throughout this report, the new names have been used.
The Board of Trustees of the Wells Fargo Funds voted on July 15, 2021 to approve a change to the Fund's name to remove "Wells Fargo" from the name and replace it with "Allspring", effective December 6, 2021.
2. SIGNIFICANT ACCOUNTING POLICIES
The following significant accounting policies, which are consistently followed in the preparation of the financial statements of the Fund, are in conformity with U.S. generally accepted accounting principles which require management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of income and expenses during the reporting period. Actual results could differ from those estimates.
Securities valuation
All investments are valued each business day as of the close of regular trading on the New York Stock Exchange (generally 4 p.m. Eastern Time), although the Fund may deviate from this calculation time under unusual or unexpected circumstances.
Equity securities that are listed on a foreign or domestic exchange or market are valued at the official closing price or, if none, the last sales price. If no sale occurs on the principal exchange or market that day, a fair value price will be determined in accordance with the Fund’s Valuation Procedures.
The values of securities denominated in foreign currencies are translated into U.S. dollars at rates provided by an independent foreign currency pricing source at a time each business day specified by the Allspring Global Investments Pricing Committee at Allspring Funds Management, LLC ("Allspring Funds Management").
Many securities markets and exchanges outside the U.S. close prior to the close of the New York Stock Exchange and therefore may not fully reflect trading or events that occur after the close of the principal exchange in which the foreign securities are traded, but before the close of the New York Stock Exchange. If such trading or events are expected to materially affect the value of such securities, then fair value pricing procedures approved by the Board of Trustees of the Fund are applied. These procedures take into account multiple factors including movements in U.S. securities markets after foreign exchanges close. Foreign securities that are fair valued under these procedures are categorized as Level 2 and the application of these procedures may result in transfers between Level 1 and Level 2. Depending on market activity, such fair valuations may be frequent. Such fair value pricing may result in net asset values that are higher or lower than net asset values based on the last reported sales price or latest quoted bid price. On October 31, 2021, such fair value pricing was not used in pricing foreign securities.
Allspring International Equity Fund | 25
Notes to financial statements
Forward foreign currency contracts are recorded at the forward rate provided by an independent foreign currency pricing source at a time each business day specified by the Allspring Global Investments Pricing Committee.
Investments in registered open-end investment companies are valued at net asset value. Interests in non-registered investment companies that are redeemable at net asset value are fair valued normally at net asset value.
Investments which are not valued using any of the methods discussed above are valued at their fair value, as determined in good faith by the Board of Trustees. The Board of Trustees has established a Valuation Committee comprised of the Trustees and has delegated to it the authority to take any actions regarding the valuation of portfolio securities that the Valuation Committee deems necessary or appropriate, including determining the fair value of portfolio securities, unless the determination has been delegated to the Allspring Global Investments Pricing Committee. The Board of Trustees retains the authority to make or ratify any valuation decisions or approve any changes to the Valuation Procedures as it deems appropriate. On a quarterly basis, the Board of Trustees receives reports on any valuation actions taken by the Valuation Committee or the Allspring Global Investments Pricing Committee which may include items for ratification.
Foreign currency translation
The accounting records of the Fund are maintained in U.S. dollars. The values of other assets and liabilities denominated in foreign currencies are translated into U.S. dollars at rates provided by an independent foreign currency pricing source at a time each business day specified by the Allspring Global Investments Pricing Committee. Purchases and sales of securities, and income and expenses are converted at the rate of exchange on the respective dates of such transactions. Net realized foreign exchange gains or losses arise from sales of foreign currencies, currency gains or losses realized between the trade and settlement dates on securities transactions, and the difference between the amounts of dividends, interest and foreign withholding taxes recorded and the U.S. dollar equivalent of the amounts actually paid or received. Net unrealized foreign exchange gains and losses arise from changes in the fair value of assets and liabilities other than investments in securities resulting from changes in exchange rates. The changes in net assets arising from changes in exchange rates of securities and the changes in net assets resulting from changes in market prices of securities are not separately presented. Such changes are included in net realized and unrealized gains or losses from investments.
Securities lending
The Fund may lend its securities from time to time in order to earn additional income in the form of fees or interest on securities received as collateral or the investment of any cash received as collateral. When securities are on loan, the Fund receives interest or dividends on those securities. Cash collateral received in connection with its securities lending transactions is invested in Securities Lending Cash Investments, LLC (the "Securities Lending Fund"). Investments in Securities Lending Fund are valued at the evaluated bid price provided by an independent pricing service. Income earned from investment in the Securities Lending Fund (net of fees and rebates), if any, is included in income from affiliated securities on the Statement of Operations.
In a securities lending transaction, the net asset value of the Fund is affected by an increase or decrease in the value of the securities loaned and by an increase or decrease in the value of the instrument in which collateral is invested. The amount of securities lending activity undertaken by the Fund fluctuates from time to time. The Fund has the right under the lending agreement to recover the securities from the borrower on demand. In the event of default or bankruptcy by the borrower, the Fund may be prevented from recovering the loaned securities or gaining access to the collateral or may experience delays or costs in doing so. In such an event, the terms of the agreement allow the unaffiliated securities lending agent to use the collateral to purchase replacement securities on behalf of the Fund or pay the Fund the market value of the loaned securities. The Fund bears the risk of loss with respect to depreciation of its investment of the cash collateral.
Forward foreign currency contracts
A forward foreign currency contract is an agreement between two parties to purchase or sell a specific currency for an agreed-upon price at a future date. The Fund enters into forward foreign currency contracts to facilitate transactions in foreign-denominated securities and to attempt to minimize the risk to the Fund from adverse changes in the relationship between currencies. Forward foreign currency contracts are recorded at the forward rate and marked-to-market daily. When the contracts are closed, realized gains and losses arising from such transactions are recorded as realized gains or losses on forward foreign currency contracts. The Fund is subject to foreign currency risk and may be exposed to risks if the counterparties to the contracts are unable to meet the terms of their contracts or if the value of the foreign currency changes unfavorably. The Fund's maximum risk of loss from counterparty credit risk is the unrealized gains on the contracts. This risk may be mitigated if there is a master netting arrangement between the Fund and the counterparty.
Security transactions and income recognition
Securities transactions are recorded on a trade date basis. Realized gains or losses are recorded on the basis of identified cost.
26 | Allspring International Equity Fund
Notes to financial statements
Dividend income is recognized on the ex-dividend date, except for certain dividends from foreign securities, which are recorded as soon as the custodian verifies the ex-dividend date. Dividend income is recorded net of foreign taxes withheld where recovery of such taxes is not assured.
Distributions to shareholders
Distributions to shareholders are recorded on the ex-dividend date and paid from net investment income quarterly and any net realized gains are paid at least annually. Such distributions are determined in accordance with income tax regulations and may differ from U.S. generally accepted accounting principles. Dividend sources are estimated at the time of declaration. The tax character of distributions is determined as of the Fund's fiscal year end. Therefore, a portion of the Fund's distributions made prior to the Fund’s fiscal year end may be categorized as a tax return of capital at year end.
Federal and other taxes
The Fund intends to continue to qualify as a regulated investment company by distributing substantially all of its investment company taxable income and any net realized capital gains (after reduction for capital loss carryforwards) sufficient to relieve it from all, or substantially all, federal income taxes. Accordingly, no provision for federal income taxes was required.
The Fund’s income and federal excise tax returns and all financial records supporting those returns for the prior three fiscal years are subject to examination by the federal and Delaware revenue authorities. Management has analyzed the Fund's tax positions taken on federal, state, and foreign tax returns for all open tax years and does not believe that there are any uncertain tax positions that require recognition of a tax liability.
As of October 31, 2021, the aggregate cost of all investments for federal income tax purposes was $390,496,641 and the unrealized gains (losses) consisted of:
| Gross unrealized gains | $ 72,324,083 |
| Gross unrealized losses | (15,158,126) |
| Net unrealized gains | $ 57,165,957 |
As of October 31, 2021, the Fund had capital loss carryforwards which consisted of $9,528,577 in short-term capital losses and $75,459,247 in long-term capital losses. Losses may be subject to certain limitations under Sections 382-384 of the Internal Revenue Code.
Class allocations
The separate classes of shares offered by the Fund differ principally in applicable sales charges, distribution, shareholder servicing, and administration fees. Class specific expenses are charged directly to that share class. Investment income, common fund-level expenses, and realized and unrealized gains (losses) on investments are allocated daily to each class of shares based on the relative proportion of net assets of each class.
3. FAIR VALUATION MEASUREMENTS
Fair value measurements of investments are determined within a framework that has established a fair value hierarchy based upon the various data inputs utilized in determining the value of the Fund’s investments. The three-level hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The Fund’s investments are classified within the fair value hierarchy based on the lowest level of input that is significant to the fair value measurement. The inputs are summarized into three broad levels as follows:
| ■ | Level 1 – quoted prices in active markets for identical securities |
| ■ | Level 2 – other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.) |
| ■ | Level 3 – significant unobservable inputs (including the Fund’s own assumptions in determining the fair value of investments) |
The inputs or methodologies used for valuing investments in securities are not necessarily an indication of the risk associated with investing in those securities.
Allspring International Equity Fund | 27
Notes to financial statements
The following is a summary of the inputs used in valuing the Fund’s assets and liabilities as of October 31, 2021:
| Quoted prices (Level 1) | Other significant observable inputs (Level 2) | Significant unobservable inputs (Level 3) | Total | |
| Assets | ||||
| Investments in: | ||||
| Common stocks | ||||
| Australia | $ 12,753,911 | $ 0 | $0 | $ 12,753,911 |
| Brazil | 2,594,732 | 0 | 0 | 2,594,732 |
| Canada | 5,766,721 | 0 | 0 | 5,766,721 |
| China | 45,397,138 | 0 | 0 | 45,397,138 |
| Denmark | 9,236,091 | 0 | 0 | 9,236,091 |
| France | 24,536,894 | 0 | 0 | 24,536,894 |
| Germany | 17,754,088 | 0 | 0 | 17,754,088 |
| Hong Kong | 6,624,073 | 0 | 0 | 6,624,073 |
| India | 6,918,662 | 0 | 0 | 6,918,662 |
| Ireland | 4,396,057 | 0 | 0 | 4,396,057 |
| Israel | 3,975,863 | 0 | 0 | 3,975,863 |
| Italy | 10,406,149 | 0 | 0 | 10,406,149 |
| Japan | 52,370,414 | 0 | 0 | 52,370,414 |
| Luxembourg | 8,589,132 | 0 | 0 | 8,589,132 |
| Mexico | 1,247,736 | 0 | 0 | 1,247,736 |
| Netherlands | 44,242,698 | 0 | 0 | 44,242,698 |
| Norway | 10,394,732 | 0 | 0 | 10,394,732 |
| South Korea | 22,798,046 | 5,804,896 | 0 | 28,602,942 |
| Switzerland | 9,135,610 | 0 | 0 | 9,135,610 |
| Thailand | 10,948,795 | 0 | 0 | 10,948,795 |
| United Kingdom | 71,785,787 | 0 | 0 | 71,785,787 |
| United States | 42,784,368 | 0 | 0 | 42,784,368 |
| Short-term investments | ||||
| Investment companies | 17,200,005 | 0 | 0 | 17,200,005 |
| Total assets | $441,857,702 | $5,804,896 | $0 | $447,662,598 |
Additional sector, industry or geographic detail, if any, is included in the Portfolio of Investments.
For the year ended October 31, 2021, the Fund did not have any transfers into/out of Level 3.
4. TRANSACTIONS WITH AFFILIATES
Management fee
Allspring Funds Management, a wholly owned subsidiary of Allspring Global Investments Holdings, LLC, a holding company indirectly owned by Wells Fargo & Company as of October 31, 2021, is the manager of the Fund and provides advisory and fund-level administrative services under an investment management agreement. Under the investment management agreement, Allspring Funds Management is responsible for, among other services, implementing the investment objectives and strategies of the Fund, supervising the subadviser and providing fund-level administrative services in connection with the Fund’s operations. As compensation for its services under the investment management agreement, Allspring Funds Management is entitled to receive a management fee at the following annual rate based on the Fund’s average daily net assets:
28 | Allspring International Equity Fund
Notes to financial statements
| Average daily net assets | Management fee |
| First $500 million | 0.850% |
| Next $500 million | 0.800 |
| Next $1 billion | 0.750 |
| Next $2 billion | 0.725 |
| Next $1 billion | 0.700 |
| Next $5 billion | 0.690 |
| Over $10 billion | 0.680 |
For the year ended October 31, 2021, the management fee was equivalent to an annual rate of 0.85% of the Fund’s average daily net assets.
Allspring Funds Management has retained the services of a subadviser to provide daily portfolio management to the Fund. The fee for subadvisory services is borne by Allspring Funds Management. Allspring Global Investments, LLC ("Allspring Investments"), an affiliate of Allspring Funds Management and a wholly owned subsidiary of Allspring Global Investments Holdings, LLC, is the subadviser to the Fund and is entitled to receive a fee from Allspring Funds Management at an annual rate starting at 0.45% and declining to 0.40% as the average daily net assets of the Fund increase.
Administration fees
Under a class-level administration agreement, Allspring Funds Management provides class-level administrative services to the Fund, which includes paying fees and expenses for services provided by the transfer agent, sub-transfer agents, omnibus account servicers and record-keepers. As compensation for its services under the class-level administration agreement, Allspring Funds Management receives an annual fee which is calculated based on the average daily net assets of each class as follows:
| Class-level administration fee | |
| Class A | 0.21% |
| Class C | 0.21 |
| Class R | 0.21 |
| Class R6 | 0.03 |
| Administrator Class | 0.13 |
| Institutional Class | 0.13 |
Waivers and/or expense reimbursements
Allspring Funds Management has contractually committed to waive and/or reimburse management and administration fees to the extent necessary to maintain certain net operating expense ratios for the Fund. When each class of the Fund has exceeded its expense cap, Allspring Funds Management will waive fees and/or reimburse expenses from fund-level expenses on a proportionate basis and then from class specific expenses. When only certain classes exceed their expense caps, waivers and/or reimbursements are applied against class specific expenses before fund-level expenses. Allspring Funds Management has contractually committed through February 28, 2022 to waive fees and/or reimburse expenses to the extent necessary to cap expenses. Prior to or after the commitment expiration date, the caps may be increased or the commitment to maintain the caps may be terminated only with the approval of the Board of Trustees. The contractual expense caps are as follows:
Allspring International Equity Fund | 29
Notes to financial statements
| Expense ratio caps | |
| Class A | 1.14% |
| Class C | 1.89 |
| Class R | 1.39 |
| Class R6 | 0.79 |
| Administrator Class | 1.14 |
| Institutional Class | 0.84 |
Distribution fees
The Trust has adopted a distribution plan for Class C and Class R shares of the Fund pursuant to Rule 12b-1 under the 1940 Act. Distribution fees are charged to Class C and Class R shares and paid to Allspring Funds Distributor, LLC ("Allspring Funds Distributor"), an affiliate of Allspring Funds Management, the principal underwriter, at an annual rate of 0.75% of the average daily net assets of Class C shares and 0.25% of the average daily net assets of Class R shares.
In addition, Allspring Funds Distributor is entitled to receive the front-end sales charge from the purchase of Class A shares and a contingent deferred sales charge on the redemption of certain Class A shares. Allspring Funds Distributor is also entitled to receive the contingent deferred sales charges from redemptions of Class C shares. For the year ended October 31, 2021, Allspring Funds Distributor received $1,704 from the sale of Class A shares. No contingent deferred sales charges were incurred by Class A and Class C shares for the year ended October 31, 2021.
Shareholder servicing fees
The Trust has entered into contracts with one or more shareholder servicing agents, whereby Class A, Class C, Class R, and Administrator Class of the Fund are charged a fee at an annual rate of 0.25% of the average daily net assets of each respective class. A portion of these total shareholder servicing fees were paid to affiliates.
Interfund transactions
The Fund may purchase or sell portfolio investment securities to certain affiliates pursuant to Rule 17a-7 under the 1940 Act and under procedures adopted by the Board of Trustees. The procedures have been designed to ensure that these interfund transactions, which do not incur broker commissions, are effected at current market prices.
5. INVESTMENT PORTFOLIO TRANSACTIONS
Purchases and sales of investments, excluding U.S. government obligations (if any) and short-term securities, for the year ended October 31, 2021 were $413,540,467 and $324,446,513, respectively.
6. SECURITIES LENDING TRANSACTIONS
The Fund lends its securities through an unaffiliated securities lending agent and receives collateral in the form of cash or securities with a value at least equal to the value of the securities on loan. The value of the loaned securities is determined at the close of each business day and any increases or decreases in the required collateral are exchanged between the Fund and the counterparty on the next business day. Cash collateral received is invested in the Securities Lending Fund which seeks to provide a positive return compared to the daily Federal Funds Open Rate by investing in high-quality, U.S. dollar-denominated short-term money market instruments and is exempt from registration under Section 3(c)(7) of the 1940 Act. Securities Lending Fund is managed by Allspring Funds Management and is subadvised by Allspring Investments. Allspring Funds Management receives an advisory fee starting at 0.05% and declining to 0.01% as the average daily net assets of the Securities Lending Fund increase. All of the fees received by Allspring Funds Management are paid to Allspring Investments for its services as subadviser.
In the event of counterparty default or the failure of a borrower to return a loaned security, the Fund has the right to use the collateral to offset any losses incurred. As of October 31, 2021, the Fund had securities lending transactions with the following counterparties which are subject to offset:
30 | Allspring International Equity Fund
Notes to financial statements
| Counterparty | Value of securities on loan | Collateral received1 | Net amount |
| Citigroup Global Markets Incorporated | $1,871,967 | $(1,871,967) | $0 |
| SG Americas Securities LLC | 9,098,464 | (9,098,464) | 0 |
1 Collateral received within this table is limited to the collateral for the net transaction with the counterparty.
7. DERIVATIVE TRANSACTIONS
During the year ended October 31, 2021, the Fund entered into forward foreign currency contracts for economic hedging purposes. The Fund had average contract amounts of $919,322 in forward foreign currency contracts to buy and $1,011,660 in forward foreign currency contracts to sell during the year ended October 31, 2021.
The fair value, realized gains or losses and change in unrealized gains or losses, if any, on derivative instruments are reflected in the corresponding financial statement captions.
8. ACQUISITIONS
After the close of business on April 23, 2021, the Fund acquired the net assets of Wells Fargo International Value Fund (“International Value Fund”). The purpose of the transaction was to combine two funds with similar investment objectives and strategies. The Fund became the accounting and performance survivor in the transaction. The acquisition was accomplished by a tax-free exchange of all of the shares of International Value Fund for shares of the Fund. Shareholders holding Class A, Class C, Class R6, Administrator Class, and Institutional Class shares of International Value Fund each received Class A, Class C, Class R6, Administrator Class, and Institutional Class shares, respectively, of the Fund in the reorganization. The investment portfolio of International Value Fund with a fair value of $23,947,423 (identified cost of $23,003,192) and $128,870,480 in cash at April 23, 2021 were the principal assets acquired by the Fund. On April 23, 2021, the aggregate net assets of International Value Fund and the Fund immediately prior to the acquisition were $156,960,476 and $343,413,612, respectively. The aggregate net assets of the Fund immediately after the acquisition were $500,374,088.
After the close of business on March 26, 2021, the Fund acquired the net assets of Wells Fargo Diversified International Fund (“Diversified International Fund”). The purpose of the transaction was to combine two funds with similar investment objectives and strategies. The Fund became the accounting and performance survivor in the transaction. The acquisition was accomplished by a tax-free exchange of all of the shares of Diversified International Fund for shares of the Fund. Shareholders holding Class A, Class C, Class R6, Administrator Class, and Institutional Class shares of Diversified International Fund each received Class A, Class C, Class R6, Administrator Class, and Institutional Class shares, respectively, of the Fund in the reorganization. The investment portfolio of Diversified International Fund with a fair value of $85,802,932 and identified cost of $76,000,775 at March 26, 2021 were the principal assets acquired by the Fund. On March 26, 2021, the aggregate net assets of Diversified International Fund and the Fund immediately prior to the acquisition were $86,096,619 and $246,327,950, respectively. The aggregate net assets of the Fund immediately after the acquisition were $332,424,569.
Allspring International Equity Fund | 31
Notes to financial statements
For financial reporting purposes, assets received and shares issued by the Fund were recorded at fair value; however, the cost basis of the investments received from each acquired fund were carried forward to align with ongoing reporting of the Fund’s realized and unrealized gains and losses with amounts distributable to shareholders for tax purposes.
The value of net assets acquired, unrealized gains (losses) acquired, exchange ratio and number of shares issued were as follows:
| Acquired funds | Value of net assets acquired | Unrealized gains | Exchange ratio | Number of shares issued | |
| International Value Fund | $156,960,476 | $ 944,231 | 1.12 | 3,910,472 | Class A |
| 1.11 | 31,972 | Class C | |||
| 1.12 | 871,897 | Class R6 | |||
| 1.15 | 287,858 | Administrator Class | |||
| 1.12 | 6,503,392 | Institutional Class | |||
| Diversified International Fund | 86,096,619 | 9,802,157 | 1.00 | 3,931,661 | Class A |
| 0.93 | 41,168 | Class C | |||
| 1.03 | 2,085,608 | Class R6 | |||
| 1.04 | 66,501 | Administrator Class | |||
| 0.95 | 349,015 | Institutional Class | |||
Assuming the acquisitions had been completed November 1, 2020, the beginning of the reporting period for the Fund, the pro forma results of operations for the year ended October 31, 2021 would have been as follows (unaudited):
| Net investment income | $ 8,499,421 |
| Net realized and unrealized gains (losses) on investments | 73,806,265 |
| Net increase in net assets resulting from operations | $82,305,686 |
Because the combined investment portfolios have been managed as a single integrated portfolio since the acquisitions were completed, it is not practicable to separate the amounts of revenue and earnings of the acquired funds that have been included in the Statement of Operations since each transaction date.
9. BANK BORROWINGS
The Trust (excluding the money market funds), Allspring Master Trust and Allspring Variable Trust are parties to a $350,000,000 revolving credit agreement whereby the Fund is permitted to use bank borrowings for temporary or emergency purposes, such as to fund shareholder redemption requests. Interest under the credit agreement is charged to the Fund based on a borrowing rate equal to the higher of the Federal Funds rate in effect on that day plus 1.25% or the overnight bank funding rate in effect on that day plus 1.25%. In addition, an annual commitment fee equal to 0.25% of the unused balance is allocated to each participating fund.
During the year ended October 31, 2021, the Fund had average borrowings outstanding of $106,861 at an average rate of 1.37% and paid interest in the amount of $1,464.
10. DISTRIBUTIONS TO SHAREHOLDERS
The tax character of distributions paid was $6,553,722 and $2,663,131 of ordinary income for the years ended October 31, 2021 and October 31, 2020, respectively.
As of October 31, 2021, the components of distributable earnings on a tax basis were as follows:
| Undistributed ordinary income | Unrealized gains | Capital loss carryforward |
| $2,140,439 | $57,294,253 | $(84,987,824) |
11. CONCENTRATION RISKS
As of the end of the period, the Fund concentrated its portfolio of investments in Europe and Asia/Pacific ex-Japan. A fund that invests a substantial portion of its assets in any country or geographic region will be more vulnerable than a fund that invests its
32 | Allspring International Equity Fund
Notes to financial statements
assets more broadly to the economic, financial, political or other developments affecting that country or region. Such developments may have a significant impact on the Fund's investment performance causing such performance to be more volatile than the investment performance of a more geographically diversified fund.
12. INDEMNIFICATION
Under the Fund's organizational documents, the officers and Trustees have been granted certain indemnification rights against certain liabilities that may arise out of performance of their duties to the Fund. The Fund has entered into a separate agreement with each Trustee that converts indemnification rights currently existing under the Fund’s organizational documents into contractual rights that cannot be changed in the future without the consent of the Trustee. Additionally, in the normal course of business, the Fund may enter into contracts with service providers that contain a variety of indemnification clauses. The Fund’s maximum exposure under these arrangements is dependent on future claims that may be made against the Fund and, therefore, cannot be estimated.
13. CORONAVIRUS (COVID-19) PANDEMIC
On March 11, 2020, the World Health Organization announced that it had made the assessment that coronavirus disease 2019 (“COVID-19”) is a pandemic. The impacts of COVID-19 are affecting the entire global economy, individual companies and investment products, the funds, and the market in general. There is significant uncertainty around the extent and duration of business disruptions related to COVID-19 and the impacts may last for an extended period of time. COVID-19 has led to significant uncertainty and volatility in the financial markets.
14. SUBSEQUENT EVENTS
Effective on November 1, 2021, the sale transaction of Wells Fargo Asset Management by Wells Fargo & Company to GTCR LLC and Reverence Capital Partners, L.P. was closed. In connection with the closing of the transaction, Wells Fargo Asset Management became known as Allspring Global Investments (“Allspring”) and various entities that provide services to the Fund changed their names to “Allspring”, including Allspring Funds Management, LLC (formerly Wells Fargo Funds Management, LLC), the investment manager to the Fund, Allspring Global Investments, LLC (formerly Wells Capital Management, LLC) and Allspring Global Investments (UK) Limited (formerly Wells Fargo Asset Management (International) Limited), both registered investment advisers providing subadvisory services to certain funds, and Allspring Funds Distributor, LLC (formerly Wells Fargo Funds Distributor, LLC), the Fund's principal underwriter. These name changes have been reflected within this report.
Allspring International Equity Fund | 33
Report of independent registered public accounting firm
To the Shareholders of the Fund and Board of Trustees
Allspring Funds Trust:
Allspring Funds Trust:
Opinion on the Financial Statements
We have audited the accompanying statement of assets and liabilities of Allspring International Equity Fund (formerly, Wells Fargo International Equity Fund) (the Fund), one of the funds constituting Allspring Funds Trust (formerly, Wells Fargo Funds Trust), including the portfolio of investments, as of October 31, 2021, the related statement of operations for the year then ended, the statements of changes in net assets for each of the years in the two-year period then ended, and the related notes (collectively, the financial statements) and the financial highlights for each of the years in the five-year period then ended. In our opinion, the financial statements and financial highlights present fairly, in all material respects, the financial position of the Fund as of October 31, 2021, the results of its operations for the year then ended, the changes in its net assets for each of the years in the two-year period then ended, and the financial highlights for each of the years in the five-year period then ended, in conformity with U.S. generally accepted accounting principles.
Basis for Opinion
These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Fund in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements and financial highlights, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements and financial highlights. Such procedures also included confirmation of securities owned as of October 31, 2021, by correspondence with the custodian, transfer agent and brokers, or by other appropriate auditing procedures. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements and financial highlights. We believe that our audits provide a reasonable basis for our opinion.
We have not been able to determine the specific year that we began serving as the auditor of one or more Allspring Funds investment companies; however, we are aware that we have served as the auditor of one or more Allspring Funds investment companies since at least 1955.
Boston, Massachusetts
December 23, 2021
34 | Allspring International Equity Fund
Other information (unaudited)
TAX INFORMATION
For corporate shareholders, pursuant to Section 854 of the Internal Revenue Code, 4% of ordinary income dividends qualify for the corporate dividends-received deduction for the fiscal year ended October 31, 2021.
Pursuant to Section 854 of the Internal Revenue Code, $6,553,722 of income dividends paid during the fiscal year ended October 31, 2021 has been designated as qualified dividend income (QDI).
For the fiscal year ended October 31, 2021, $11,272 has been designated as interest-related dividends for nonresident alien shareholders pursuant to Section 871 of the Internal Revenue Code.
Pursuant to Section 853 of the Internal Revenue Code, the Fund expects to designate amounts as foreign taxes paid for the fiscal year ended October 31, 2021. Additional details will be available in the semiannual report.
Pursuant to Section 853 of the Internal Revenue Code, the following amounts have been designated as foreign taxes paid for Diversified International Fund during its fiscal year ended October 31, 2020. Diversified International Fund was acquired by the Fund on March 26, 2021. These amounts may be less than the actual foreign taxes paid for financial statement purposes. Foreign taxes paid or withheld should be included in taxable income with an offsetting deduction from gross income or as a credit for taxes paid to foreign governments. None of the income was derived from ineligible foreign sources as defined under Section 901(j) of the Internal Revenue Code.
| Creditable foreign taxes paid | Per share amount | Foreign income as % of ordinary income distributions |
| $175,261 | $0.0245 | 100% |
PROXY VOTING INFORMATION
A description of the policies and procedures used to determine how to vote proxies relating to portfolio securities is available without charge, upon request, by calling 1-800-222-8222, visiting our website at allspringglobal.com, or visiting the SEC website at sec.gov. Information regarding how the proxies related to portfolio securities were voted during the most recent 12-month period ended June 30 is available on the website at allspringglobal.com or by visiting the SEC website at sec.gov.
SPECIAL MEETING OF SHAREHOLDERS
On October 15, 2021, a Special Meeting of Shareholders for the Fund was held to consider the following proposals. The results of the proposals are indicated below.
Proposal 1 – To consider and approve a new investment management agreement with Wells Fargo Funds Management, LLC*.
| Shares voted “For” | 14,742,986 |
| Shares voted “Against” | 534,810 |
| Shares voted “Abstain” | 995,021 |
Proposal 2 – To consider and approve a new investment subadvisory agreement with Wells Capital Management, LLC**.
| Shares voted “For” | 14,675,919 |
| Shares voted “Against” | 561,694 |
| Shares voted “Abstain” | 1,035,204 |
* Effective November 1, 2021, known as Allspring Funds Management, LLC.
** Effective November 1, 2021, known as Allspring Global Investments, LLC.
QUARTERLY PORTFOLIO HOLDINGS INFORMATION
The Fund files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year as an exhibit to its reports on Form N-PORT. Shareholders may view the filed Form N-PORT by visiting the SEC website at sec.gov.
Allspring International Equity Fund | 35
Other information (unaudited)
BOARD OF TRUSTEES AND OFFICERS
Each of the Trustees and Officers listed in the table below acts in identical capacities for each fund in the Allspring family of funds, which consists of 139 mutual funds comprising the Allspring Funds Trust, Allspring Variable Trust, Allspring Master Trust and four closed-end funds (collectively the “Fund Complex”). This table should be read in conjunction with the Prospectus and the Statement of Additional Information1. The mailing address of each Trustee and Officer is 525 Market Street, 12th Floor, San Francisco, CA 94105. Each Trustee and Officer serves an indefinite term, however, each Trustee serves such term until reaching the mandatory retirement age established by the Trustees.
Independent Trustees
| Name and year of birth | Position held and length of service* | Principal occupations during past five years or longer | Current other public company or investment company directorships |
| 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 Endowment (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 |
| Isaiah Harris, Jr. (Born 1952) | Trustee, since 2009; Audit Committee Chair, since 2019 | Retired. Chairman of the Board of CIGNA Corporation since 2009, and Director since 2005. 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). Mr. Harris is a certified public accountant (inactive status). | CIGNA Corporation |
| Judith M. Johnson** (Born 1949) | Trustee, since 2008 | Retired. Prior thereto, Chief Executive Officer and Chief Investment Officer of Minneapolis Employees Retirement Fund from 1996 to 2008. Ms. Johnson is an attorney, certified public accountant and a certified managerial accountant. | N/A |
| David F. Larcker (Born 1950) | Trustee, since 2009 | 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 |
36 | Allspring International Equity Fund
Other information (unaudited)
| Name and year of birth | Position held and length of service* | Principal occupations during past five years or longer | Current other public company or investment company directorships |
| Olivia S. Mitchell (Born 1953) | Trustee, since 2006; Nominating and Governance Committee Chair, since 2018 | International Foundation of Employee Benefit Plans Professor, Wharton School of the University of Pennsylvania since 1993. 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, Cornell University Professor 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. Member of the Board of Trustees of NorthStar Education Finance, Inc., a non-profit organization, since 2007. | N/A |
| 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 | Board member of the Destination Medical Center Economic Development Agency, Rochester, Minnesota since 2019. Interim President of the McKnight Foundation from January to September 2020. Acting Commissioner, Minnesota Department of Human Services, July 2019 through September 2019. Human Services Manager (part-time), Minnesota Department of Human Services, October 2019 through December 2019. Chief Operating Officer, Twin Cities Habitat for Humanity from 2017 to 2019. Vice President of University Services, University of Minnesota from 2012 to 2016. Prior thereto, on the Board of Directors, Governance Committee and Finance Committee for the Minnesota Philanthropy Partners (Saint Paul Foundation) from 2012 to 2018, Interim Chief Executive Officer of Blue Cross Blue Shield of Minnesota from 2011 to 2012, Chairman of the Board from 2009 to 2012 and Board Director from 2003 to 2015. Vice President, Leadership and Community Engagement, Bush Foundation, Saint Paul, Minnesota (a private foundation) from 2009 to 2011. Executive Vice President and Chief Financial Officer, Minnesota Sports and Entertainment from 2004 to 2009 and Senior Vice President from 2002 to 2004. Executive Vice President of the Minnesota Wild Foundation from 2004 to 2008. Commissioner of Finance, State of Minnesota, from 1999 to 2002. Currently Board Chair of the Minnesota Wild Foundation since 2010. | N/A |
* Length of service dates reflect the Trustee’s commencement of service with the Trust’s predecessor entities, where applicable.
** Ms. Johnson has resigned from the Board effective December 31, 2021.
Allspring International Equity Fund | 37
Other information (unaudited)
Officers2
| Name and year of birth | Position held and length of service | Principal occupations during past five years or longer |
| Andrew Owen (Born 1960) | President, since 2017 | President, Chief Executive Officer and Director of Allspring Funds Management, LLC since 2017 and co-president of Galliard Capital Management, LLC, an affiliate of Allspring Funds Management, LLC, since 2019. Prior thereto, 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. In addition, Mr. Owen was an Executive Vice President of Wells Fargo & Company from 2014 to 2021. |
| 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. |
| Kate McKinley (Born 1977) | Chief Legal Officer and Chief Compliance Officer, since 2021 | Chief Legal Officer of Allspring Global Investments since 2021. Prior thereto, held various roles at State Street Global Advisors, Inc. beginning in 2010, including serving as Senior Vice President and General Counsel from 2019 to 2021. Previously served as Assistant General Counsel for Bank of America Corporation from 2005 to 2010 and as an Associate at WilmerHale from 2002 to 2005. |
| Matthew Prasse (Born 1983) | 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 The Statement of Additional Information includes additional information about the Trustees and is available, without charge, upon request, by calling 1-800-222-8222 or by visiting the website at allspringglobal.com.
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.
38 | Allspring International Equity Fund
Board considerations (unaudited)
BOARD CONSIDERATION OF INVESTMENT MANAGEMENT AND SUB-ADVISORY AGREEMENTS:
Board Considerations – Current Agreements in Effect Through November 1, 2021
Under the Investment Company Act of 1940 (the “1940 Act”), the Board of Trustees (the “Board”) of Wells Fargo Funds Trust (the “Trust”) must determine annually whether to approve the continuation of the Trust’s investment management and sub-advisory agreements. In this regard, at a Board meeting held on May 17-19, 2021 (the “Meeting”), the Board, all the members of which have no direct or indirect interest in the investment management and sub-advisory agreements and are not “interested persons” of the Trust, as defined in the 1940 Act (the “Independent Trustees”), reviewed and approved for Wells Fargo International Equity Fund (the “Fund”): (i) an investment management agreement (the “Management Agreement”) with Wells Fargo Funds Management, LLC (“Funds Management”); and (ii) an investment sub-advisory agreement (the “Sub-Advisory Agreement”) with Wells Capital Management Incorporated (the “Sub-Adviser”), an affiliate of Funds Management. The Management Agreement and the Sub-Advisory Agreement are collectively referred to as the “Advisory Agreements.”
The Board noted that Wells Fargo & Company recently announced that it had entered into a definitive agreement to sell Wells Fargo Asset Management (“WFAM”), which includes Funds Management and the Sub-Adviser, to GTCR LLC and Reverence Capital Partners, L.P. and/or their affiliates (the “Transaction”). The Board further noted that the Transaction would result in a change-of-control of Funds Management and the Sub-Adviser, which would be considered to be an assignment that would result in the termination of the Advisory Agreements. In light of the Transaction, the Board separately considered for approval a new investment management agreement with Funds Management and a new sub-advisory agreement with the Sub-Adviser (the “New Agreements”) that would replace the Advisory Agreements upon consummation of the Transaction, subject to approval of the New Agreements by the Fund’s shareholders. The Board also considered for approval interim agreements to go into effect in the event shareholders do not approve the New Agreements before the Transaction is completed. The interim agreements would allow the Manager and the Sub-Adviser to continue providing services to the Fund while the Fund continues to seek shareholder approval of the New Agreements. The Board noted that the terms of the interim agreements would be identical to those of the current Advisory Agreements, except for the term and certain escrow provisions.
At the Meeting, the Board considered the factors and reached the conclusions described below relating to the selection of Funds Management and the Sub-Adviser and the approval of the Advisory Agreements. Prior to the Meeting, including at Board meetings held in April and May 2021, the Trustees conferred extensively among themselves and with representatives of Funds Management about these matters. Also, the Board has adopted a team-based approach, with each team consisting of a sub-set of Trustees, to assist the full Board in the discharge of its duties in reviewing investment performance and other matters throughout the year. The Independent Trustees were assisted in their evaluation of the Advisory Agreements by independent legal counsel, from whom they received separate legal advice and with whom they met separately.
In providing information to the Board, Funds Management and the Sub-Adviser were guided by a detailed set of requests for information submitted to them by independent legal counsel on behalf of the Independent Trustees at the start of the Board’s annual contract renewal process earlier in 2021. In considering and approving the Advisory Agreements, the Trustees considered the information they believed relevant, including but not limited to the information discussed below. The Board considered not only the specific information presented in connection with the Meeting, but also the knowledge gained over time through interaction with Funds Management and the Sub-Adviser about various topics. In this regard, the Board reviewed reports of Funds Management at each of its quarterly meetings, which included, among other things, portfolio reviews and investment performance reports. In addition, the Board and the teams mentioned above confer with portfolio managers at various times throughout the year. The Board did not identify any particular information or consideration that was all-important or controlling, and each individual Trustee may have attributed different weights to various factors.
After its deliberations, the Board unanimously determined that the compensation payable to Funds Management and the Sub-Adviser under each of the Advisory Agreements was reasonable, and approved the continuation of the Advisory Agreements for a one-year term. The Board considered the approval of the Advisory Agreements for the Fund as part of its consideration of agreements for funds across the complex, but its approvals were made on a fund-by-fund basis. The following summarizes a number of important, but not necessarily all, factors considered by the Board in support of its approvals.
Nature, extent and quality of services
The Board received and considered various information regarding the nature, extent and quality of services provided to the Fund by Funds Management and the Sub-Adviser under the Advisory Agreements. This information included a description of the investment advisory services and Fund-level administrative services covered by the Management Agreement, as well as, among other things, a summary of the background and experience of senior management of WFAM, of which Funds Management and the Sub-Adviser are a part, and a summary of investments made in the business of WFAM. The Board also received a description of
Allspring International Equity Fund | 39
Board considerations (unaudited)
Funds Management’s and the Sub-Adviser’s business continuity plans, including a summary of the performance of such plans and any changes thereto during the COVID-19 pandemic, and of their approaches to data privacy and cybersecurity. The Board also received and reviewed information about Funds Management’s role as administrator of the Fund’s liquidity risk management program, Funds Management’s approach to risk management, and Funds Management’s intermediary and vendor oversight program.
The Board also considered the qualifications, background, tenure and responsibilities of each of the portfolio managers primarily responsible for the day-to-day portfolio management of the Fund. The Board evaluated the ability of Funds Management and the Sub-Adviser to attract and retain qualified investment professionals, including research, advisory and supervisory personnel. The Board further considered the compliance programs and compliance records of Funds Management and the Sub-Adviser. In addition, the Board took into account the full range of services provided to the Fund by Funds Management and its affiliates. The Board also considered information about retention and back-up arrangements that have been put into place with respect to key personnel of WFAM in connection with the anticipated Transaction, noting that WFAM provided assurances that the announcement and eventual culmination of the Transaction is not expected to result in any diminution in the nature or quality of services provided to the Fund.
Fund investment performance and expenses
The Board considered the investment performance results for the Fund over various time periods ended December 31, 2020. The Board considered these results in comparison to the investment performance of funds in a universe that was determined by Broadridge Inc. (“Broadridge”) to be similar to the Fund (the “Universe”), and in comparison to the Fund’s benchmark index and to other comparative data. Broadridge is an independent provider of investment company data. The Board received a description of the methodology used by Broadridge to select the mutual funds in the performance Universe. The Board noted that the investment performance of the Fund (Class A) was higher than the average investment performance of the Universe for the one-, three-, five- and ten-year periods ended December 31, 2020. The Board also noted that the investment performance of the Fund was lower than its benchmark index, the MSCI ACWI ex USA Index (Net), for all periods under review.
The Board received information concerning, and discussed factors contributing to, the underperformance of the Fund relative to its benchmark index for the periods identified above. The Board took note of the explanations for the relative underperformance during these periods, including with respect to investment decisions that affected the Fund’s investment performance.
The Board also received and considered information regarding the Fund’s net operating expense ratios and their various components, including actual management fees, custodian and other non-management fees, and Rule 12b-1 and non-Rule 12b-1 shareholder service fees. The Board considered these ratios in comparison to the median ratios of funds in class-specific expense groups that were determined by Broadridge to be similar to the Fund (the “Groups”). The Board received a description of the methodology used by Broadridge to select the mutual funds in the expense Groups and an explanation of how funds comprising expense groups and their expense ratios may vary from year-to-year. Based on the Broadridge reports, the Board noted that the net operating expense ratios of the Fund were lower than or in range of the median net operating expense ratios of the expense Groups for all share classes.
The Board took into account the Fund’s investment performance and expense information provided to it among the factors considered in deciding to re-approve the Advisory Agreements.
Investment management and sub-advisory fee rates
The Board reviewed and considered the contractual fee rates payable by the Fund to Funds Management under the Management Agreement, as well as the contractual fee rates payable by the Fund to Funds Management for class-level administrative services under a Class-Level Administration Agreement, which include, among other things, class-level transfer agency and sub-transfer agency costs (collectively, the “Management Rates”). The Board also reviewed and considered the contractual investment sub-advisory fee rates that are payable by Funds Management to the Sub-Adviser for investment sub-advisory services.
Among other information reviewed by the Board was a comparison of the Fund’s Management Rates with the average contractual investment management fee rates of funds in the expense Groups at a common asset level as well as transfer agency costs of the funds in the expense Groups. The Board noted that the Management Rates of the Fund were in range of the sum of these average rates for the Fund’s expense Groups for Institutional Class shares, and higher than the sum of these average rates for the Fund’s expense Groups all other share classes. The Board also noted that Funds Management had recommended a change to the Management Rate schedule.
The Board also received and considered information about the portion of the total management fee that was retained by Funds Management after payment of the fee to the Sub-Adviser for sub-advisory services. In assessing the reasonableness of this amount, the Board received and evaluated information about the nature and extent of responsibilities retained and risks assumed
40 | Allspring International Equity Fund
Board considerations (unaudited)
by Funds Management and not delegated to or assumed by the Sub-Adviser, and about Funds Management’s on-going oversight services. Given the affiliation between Funds Management and the Sub-Adviser, the Board ascribed limited relevance to the allocation of fees between them.
The Board also received and considered information about the nature and extent of services offered and fee rates charged by Funds Management and the Sub-Adviser to other types of clients with investment strategies similar to those of the Fund. In this regard, the Board received information about the significantly greater scope of services, and compliance, reporting and other legal burdens and risks of managing proprietary mutual funds compared with those associated with managing assets of other types of clients, including third-party sub-advised fund clients and non-mutual fund clients such as institutional separate accounts.
Based on its consideration of the factors and information it deemed relevant, including those described here, the Board determined that the compensation payable to Funds Management under the Management Agreement and to the Sub-Adviser under the Sub-Advisory Agreement was reasonable.
Profitability
The Board received and considered information concerning the profitability of Funds Management, as well as the profitability of both WFAM and Wells Fargo & Co. (“Wells Fargo”) from providing services to the fund family as a whole. The Board noted that the Sub-Adviser’s profitability information with respect to providing services to the Fund and other funds in the family was subsumed in the WFAM and Wells Fargo profitability analysis.
Funds Management reported on the methodologies and estimates used in calculating profitability, including a description of the methodology used to allocate certain expenses. Among other things, the Board noted that the levels of profitability reported on a fund-by-fund basis varied widely, depending on factors such as the size, type and age of fund.
Based on its review, the Board did not deem the profits reported by Funds Management, WFAM or Wells Fargo from services provided to the Fund to be at a level that would prevent it from approving the continuation of the Advisory Agreements.
Economies of scale
The Board received and considered information about the potential for Funds Management to experience economies of scale in the provision of management services to the Fund, the difficulties of calculating economies of scale at an individual fund level, and the extent to which potential scale benefits are shared with Fund shareholders. The Board noted the existence of breakpoints in the Fund’s management fee structure, which operate generally to reduce the Fund’s expense ratios as the Fund grows in size, and the size of the Fund in relation to such breakpoints. The Board considered that in addition to management fee breakpoints, Funds Management shares potential economies of scale from its management business in a variety of ways, including through fee waiver and expense reimbursement arrangements, competitive management fee rates set at the outset without regard to breakpoints, and investments in the business intended to enhance services available to shareholders.
The Board concluded that Funds Management’s arrangements with respect to the Fund, including contractual breakpoints, constituted a reasonable approach to sharing potential economies of scale with the Fund and its shareholders.
Other benefits to Funds Management and the Sub-Adviser
The Board received and considered information regarding potential “fall-out” or ancillary benefits received by Funds Management and its affiliates, including the Sub-Adviser, as a result of their relationships with the Fund. Ancillary benefits could include, among others, benefits directly attributable to other relationships with the Fund and benefits potentially derived from an increase in Funds Management’s and the Sub-Adviser’s business as a result of their relationships with the Fund. The Board noted that various affiliates of Funds Management may receive distribution-related fees, shareholder servicing payments and sub-transfer agency fees in respect of shares sold or held through them and services provided.
The Board also reviewed information about soft dollar credits earned and utilized by the Sub-Adviser, fees earned by Funds Management and the Sub-Adviser from managing a private investment vehicle for the fund family’s securities lending collateral, and commissions earned by an affiliated broker from portfolio transactions.
Based on its consideration of the factors and information it deemed relevant, including those described here, the Board did not find that any ancillary benefits received by Funds Management and its affiliates, including the Sub-Adviser, were unreasonable.
Conclusion
At the Meeting, after considering the above-described factors and based on its deliberations and its evaluation of the information described above, the Board unanimously determined that the compensation payable to Funds Management and the Sub-Adviser under each of the Advisory Agreements was reasonable, and approved the continuation of the Advisory Agreements for a one-year term.
Allspring International Equity Fund | 41
Board considerations (unaudited)
Board Considerations – New Agreements in Effect as of November 1, 2021
Overview of the Board evaluation process
At a meeting held on May 17-19, 2021 (the “Board Meeting”), the Board of Trustees (the “Board”) of Wells Fargo Funds Trust (the “Trust”, and the series identified below, the “Funds”) approved the continuation of each Fund’s current Investment Management Agreement (the “Current Investment Management Agreement”) and the current Sub-Advisory Agreements (the “Current Sub-Advisory Agreements”, and collectively, the “Current Agreements”).
| Wells Fargo Adjustable Rate Government Fund |
| Wells Fargo Asset Allocation Fund |
| Wells Fargo Conservative Income Fund |
| Wells Fargo Diversified Capital Builder Fund |
| Wells Fargo Diversified Income Builder Fund |
| Wells Fargo Emerging Markets Equity Fund |
| Wells Fargo Emerging Markets Equity Income Fund |
| Wells Fargo Global Small Cap Fund |
| Wells Fargo Government Securities Fund |
| Wells Fargo High Yield Bond Fund |
| Wells Fargo Income Plus Fund |
| Wells Fargo Index Asset Allocation Fund |
| Wells Fargo International Bond Fund |
| Wells Fargo International Equity Fund |
| Wells Fargo Precious Metals Fund |
| Wells Fargo Short Duration Government Bond Fund |
| Wells Fargo Short-Term Bond Plus Fund |
| Wells Fargo Short-Term High Yield Bond Fund |
| Wells Fargo Ultra Short-Term Income Fund |
| Wells Fargo Utility and Telecommunications Fund |
Each Trustee on the Board is not an “interested person” (as defined in the Investment Company Act of 1940 (the “1940 Act”)) of the Funds (collectively, the “Independent Trustees”). The process followed by the Board in considering and approving the continuation of the Current Agreements is referred to herein as the “2021 Annual Approval Process.”
As noted above, the closing of the sale of Wells Fargo Asset Management (“WFAM”) to a holding company (“NewCo”) affiliated with private funds of GTCR LLC (“GTCR”) and of Reverence Capital Partners, L.P. (“Reverence Capital”, and such transaction, the “Transaction”) will result in a change of control of Wells Fargo Funds Management LLC (“Funds Management”), Wells Capital Management Incorporated (“Wells Capital”) and Wells Fargo Asset Management (International) Limited (“WFAM(I) Ltd.”, and together with Funds Management and Wells Capital, the “Advisers”), which will be considered to be an “assignment” of each Fund’s Current Agreements under the 1940 Act that will result in the automatic termination of each Fund’s Current Agreements. In light of the expected termination of each Fund’s Current Agreements upon the closing, at the Board Meeting the Board also considered and approved the New Agreements, which are: (i) a new Investment Management Agreement (the “New Investment Management Agreement”) between the Trust, on behalf of each Fund, and Funds Management; (ii) a new Sub-Advisory Agreement (the “New Wells Capital Sub-Advisory Agreement”) among the Trust, on behalf of each Fund other than International Bond Fund, Funds Management and Wells Capital; and (iii) Sub-Advisory Agreement (the “New WFAM(I) Ltd Sub-Advisory Agreement”, and collectively, the “New Agreements”) among the Trust, on behalf of International Bond Fund, Funds Management and WFAM(I) Ltd (together with Wells Capital, the “Sub-Advisers”) with respect to International Bond Fund, each of which is intended to go into effect upon the closing. The process followed by the Board in reviewing and approving the New Agreements is referred to herein as the “New Agreement Approval Process.”
At a series of meetings held in April and May 2021 (collectively, “April and May 2021 Meetings”) and at the Board Meeting, the Trustees conferred extensively among themselves and with senior representatives of Funds Management, GTCR and Reverence Capital about the New Agreements and related matters. The Board reviewed and discussed information furnished by Funds Management, GTCR and Reverence Capital that the Board considered reasonably necessary to evaluate the terms of the New Agreements and the services to be provided. At these meetings, senior representatives from Funds Management, GTCR and Reverence Capital made presentations to, and responded to questions from, the Board.
In providing information to the Board in connection with the 2021 annual approval process for the Current Agreements (the “2021 Annual Approval Process”) and the New Agreement Approval Process, Funds Management, GTCR and Reverence Capital (as
42 | Allspring International Equity Fund
Board considerations (unaudited)
applicable) were guided by requests for information submitted by independent legal counsel on behalf of the Independent Trustees. In considering and approving the New Agreements, the Trustees considered the information they believed relevant, including but not limited to the information discussed herein. The Board considered not only the specific information presented in connection with the April and May 2021 Meetings as well as the Board Meeting, but also the knowledge gained over time through interaction with Funds Management and the Sub-Advisers about various topics. In this regard, the Board reviews reports of Funds Management at each of its regular Board meetings, which includes, among other things, portfolio reviews and investment performance reports. In addition, the Board confers with portfolio managers at various times throughout the year. The Board was assisted in its evaluation of the New Agreements by independent legal counsel, from whom the Independent Trustees received separate legal advice and with whom the Independent Trustees met separately. The Board did not identify any particular information or consideration that was all-important or controlling, and each individual Trustee may have attributed different weights to various factors.
Among other information considered by the Board in connection with the Transaction was:
| ■ | Information regarding the Transaction: information about the structure, financing sources and material terms and conditions of the Transaction, including the expected impact on the businesses conducted by the Advisers and by Wells Fargo Funds Distributor LLC, as the distributor of Fund shares. |
| ■ | Information regarding NewCo, GTCR and Reverence Capital: (i) information about NewCo, including information about its expected financial condition and access to capital, and senior leadership team; (ii) the experience of senior management at GTCR and Reverence Capital in acquiring portfolio companies; (iii) the plan to operationalize NewCo, including the transition of necessary infrastructure services through a transition services agreement with Wells Fargo under which Wells Fargo will continue to provide NewCo with certain services for a specified period of time after the closing; and (iv) information regarding regulatory matters, compliance, and risk management functions at NewCo, including resources to be dedicated thereto. |
| ■ | Impact of the Transaction on WFAM and Service Providers: (i) information regarding any changes to personnel and/or other resources of the Advisers as a result of the Transaction, including assurances regarding comparable and competitive compensation arrangements to attract and retain highly qualified personnel; and (ii) information about the organizational and operating structure with respect to NewCo, the Advisers and the Funds. |
| ■ | Impact of the Transaction on the Funds and their Shareholders: (i) information regarding anticipated benefits to the Funds as a result of the Transaction; (ii) a commitment that the Funds would not bear any expenses, directly or indirectly, in connection with the Transaction; (iii) confirmation that the Advisers intend to continue to manage the Funds in a manner consistent with each Fund’s current investment objectives and principal investments strategies; and (iv) a commitment that neither NewCo nor WFAM will take any steps that would impose any “unfair burden” (as that term is used in section 15(f)(1)(B) of the 1940 Act) on the Funds as a result of the Transaction. |
With respect to the New Agreements, the Board considered: (i) a representation that, after the closing, all of the Funds will continue to be managed and advised by their current Advisers, and that the same portfolio managers of the Sub-Advisers are expected to continue to manage the Funds after the Transaction; (ii) information regarding the terms of the New Agreements, including changes as compared to the Current Agreements; (iii) information confirming that the fee rates payable under the New Agreements will not increase as a result of the Transaction as compared to the rates under the Current Agreements; and (iv) assurances that the Transaction is not expected to cause any diminution with respect to the nature, extent and quality of any of the services currently provided to the Funds by the Advisers as a result of the Transaction.
In addition to considering information furnished specifically to evaluate the impact of the Transaction on the Funds and their respective shareholders in connection with the New Agreement Approval Process, the Board considered information furnished at prior meetings of the Board and its committees, including detailed information provided in connection with the 2021 Annual Approval Process. In this regard, in connection with the 2021 Annual Approval Process, the Board received information about complex-wide and individual Fund performance, fees and expenses, including: (i) a report from an independent data provider comparing the investment performance of each Fund to the investment performance of comparable funds and benchmark indices, over various time periods; (ii) a report from an independent data provider comparing each Fund’s total expense ratio (and its components) to those of comparable funds; (iii) comparative information concerning the fees charged and services provided by the Advisers to each Fund in managing other accounts (which may include other mutual funds, collective investment funds and institutional accounts), if any, that employ investment strategies and techniques similar to those used in managing such Fund(s); and (iv) profitability analyses of Funds Management, as well as the profitability of both WFAM and Wells Fargo from providing services to the fund family as a whole.
After its deliberations, the Board unanimously determined that the compensation payable to Funds Management and the Sub-Advisers under the New Agreements is reasonable, approved the New Agreements for a two-year term, and voted to recommend
Allspring International Equity Fund | 43
Board considerations (unaudited)
that Fund shareholders approve the New Agreements. The Board considered the approval of the New Agreements as part of its consideration of agreements for funds across the complex, but its approvals were made on a fund-by-fund basis. The following summarizes a number of important, but not necessarily all, factors considered by the Board in support of its approvals.
Nature, extent and quality of services
In connection with the 2021 Annual Approval Process, the Board received and considered various information regarding the nature, extent and quality of services provided to the Fund by Funds Management and the Sub-Advisers under the Advisory Agreements. This information included a description of the investment advisory services and Fund-level administrative services covered by the Current Management Agreement, as well as, among other things, a summary of the background and experience of senior management of WFAM, of which Funds Management and the Sub-Advisers are a part, and a summary of investments made in the business of WFAM. The Board also received a description of Funds Management’s and the Sub-Advisers’ business continuity plans, including a summary of the performance of such plans and any changes thereto during the COVID-19 pandemic, and of their approaches to data privacy and cybersecurity. The Board also received and reviewed information about Funds Management’s role as administrator of the Funds’ liquidity risk management program, Funds Management’s approach to risk management, and Funds Management’s intermediary and vendor oversight program.
In connection with the 2021 Annual Approval Process, the Board also considered the qualifications, background, tenure and responsibilities of each of the portfolio managers primarily responsible for the day-to-day portfolio management of the Funds. The Board evaluated the ability of Funds Management and the Sub-Advisers to attract and retain qualified investment professionals, including research, advisory and supervisory personnel.
In connection with the 2021 Annual Approval Process, the Board further considered the compliance programs and compliance records of Funds Management and the Sub-Advisers. In addition, the Board took into account the full range of services provided to the Fund by Funds Management and its affiliates.
In connection with the New Agreement Approval Process, the Board considered, among other information, the structure of the Transaction and expected impact, if any, of the Transaction on the operations, facilities, organization and personnel of the Advisers. The Board received assurances from Funds Management that each Fund will continue to be advised by its current Sub-Adviser after the closing, and that the same individual portfolio managers are expected to continue to manage the Funds after the closing. With respect to the recruitment and retention of key personnel, the Board noted information from GTCR, Reverence Capital and the Advisers regarding the potential benefits for employees of joining NewCo. The Board recognized that the personnel who had been extended offers may not accept such offers and personnel changes may occur in the future in the ordinary course.
In addition, the Board considered information regarding the infrastructure, operational capabilities and support staff in place to assist in the portfolio management and operations of the Funds, including the provision of administrative services, and the anticipated impact of the Transaction on such matters. The Board also considered the business-related and other risks to which the Advisers may be subject in managing the Funds and in connection with the Transaction. The Board also considered the transition and integration plans as a result of the change in ownership of the Advisers from Wells Fargo to NewCo. The Board considered the resources and infrastructure that NewCo intends to devote to its compliance program to ensure compliance with applicable laws and regulations, as well as its risk management program and cybersecurity program. The Board also took into account assurances received from the Advisers, GTCR and Reverence Capital that the Transaction is not expected to cause any diminution in the nature, extent and quality of services provided by the Advisers to the Funds and their shareholders.
Fund investment performance and expenses
In connection with the 2021 Annual Approval Process, the Board considered the investment performance results for each Fund over various time periods ended December 31, 2020. The Board considered these results in comparison to the investment performance of funds in a universe that was determined by Broadridge Inc. (“Broadridge”) to be similar to each Fund (the “Universe”), and in comparison to each Fund’s benchmark index and to other comparative data. Broadridge is an independent provider of investment company data. The Board received a description of the methodology used by Broadridge to select the mutual funds in the performance Universe. Where applicable, the Board received information concerning, and discussed factors contributing to, underperformance of Funds relative to the Universe and benchmark for any underperformance periods.
In connection with the 2021 Annual Approval Process, the Board also received and considered information regarding each Fund’s net operating expense ratios and their various components, including actual management fees, custodian and other non-management fees, and Rule 12b-1 and non-Rule 12b-1 shareholder service fees. The Board considered these ratios in comparison to the median ratios of funds in class-specific expense groups that were determined by Broadridge to be similar to the Fund (the “Groups”). The Board received a description of the methodology used by Broadridge to select the mutual funds in the expense Groups and an explanation of how funds comprising expense groups and their expense ratios may vary from year-to-year.
44 | Allspring International Equity Fund
Board considerations (unaudited)
In connection with the New Agreement Approval Process, the Board received a commitment that WFAM will maintain fee and expense commitments for at least two years after the closing. The Board took into account each Fund’s investment performance and expense information among the factors considered in deciding to approve the New Agreements.
Investment management and sub-advisory fee rates
In connection with the 2021 Annual Approval Process, the Board reviewed and considered the contractual fee rates payable by each Fund to Funds Management under the Current Management Agreement, as well as the contractual fee rates payable by each Fund to Funds Management for class-level administrative services under a Class-Level Administration Agreement, which include, among other things, class-level transfer agency and sub-transfer agency costs (collectively, the “Management Rates”). The Board also reviewed and considered the contractual investment sub-advisory fee rates that are payable by Funds Management to each of the Sub-Advisers under the Current Sub-Advisory Agreements for investment sub-advisory services (the “Sub-Advisory Fee Rates”).
Among other information reviewed by the Board in connection with the 2021 Annual Approval Process, was a comparison of each Fund’s Management Rates with the average contractual investment management fee rates of funds in the expense Groups at a common asset level as well as transfer agency costs of the funds in the expense Groups.
In connection with the 2021 Annual Approval Process, the Board also received and considered information about the portion of the total management fee that was retained by Funds Management after payment of the Sub-Advisory Fee Rates. In assessing the reasonableness of this amount, the Board received and evaluated information about the nature and extent of responsibilities retained and risks assumed by Funds Management and not delegated to or assumed by the Sub-Advisers, and about Funds Management’s on-going oversight services. Given the affiliation between Funds Management and the Sub-Advisers, the Board ascribed limited relevance to the allocation of fees between them.
In connection with the 2021 Annual Approval Process, the Board also received and considered information about the nature and extent of services offered and fee rates charged by Funds Management and the Sub-Advisers to other types of clients, if any, with investment strategies similar to those of each Fund. In this regard, the Board received information about the significantly greater scope of services, and compliance, reporting and other legal burdens and risks of managing proprietary mutual funds compared with those associated with managing assets of other types of clients, including third-party sub-advised fund clients and non-mutual fund clients such as institutional separate accounts.
In connection with the New Agreement Approval Process, the Board noted the assurances received by it that there would be no increases to any of the Management Rates or the Sub-Advisory Fee Rates as a result of the Transaction. The Board also considered that the New Agreements do not change the computation method for calculating such fees, and there is no present intention to reduce expense waiver and reimbursement arrangements that are currently in effect. Based on its consideration of the factors and information it deemed relevant, including those described here, the Board determined that the compensation payable to Funds Management under the New Management Agreement and to each of the Sub-Advisers under the New Sub-Advisory Agreements was reasonable.
Profitability
In connection with the 2021 Annual Approval Process, the Board received and considered information concerning the profitability of Funds Management, as well as the profitability of both WFAM and Wells Fargo from providing services to the fund family as a whole. The Board noted that the Sub-Advisers’ profitability information with respect to providing services to each Fund and other funds in the family was subsumed in the WFAM and Wells Fargo profitability analysis.
Funds Management reported on the methodologies and estimates used in calculating profitability in connection with the 2021 Annual Approval Process, including a description of the methodology used to allocate certain expenses. Among other things, the Board noted that the levels of profitability reported on a fund-by-fund basis varied widely, depending on factors such as the size, type and age of fund.
In connection with the New Agreement Approval Process, the Board received certain information about NewCo���s projected financial condition, and reviewed with senior representatives of Funds Management, GTCR and Reverence Capital the underlying assumptions on which such information was based. The Board considered that NewCo is a newly formed entity, with no historical operations, revenues or expenses, and that it is difficult to predict with any degree of certainty the future profitability of NewCo and the Advisers from advisory activities under the New Agreements. The Board considered that the fee rates payable under the New Agreements will not increase as a result of the Transaction as compared to the rates under the Current Agreements, and that the current contractual expense limitations applicable to each Fund will not increase. The Board noted that if the New Agreements are approved by shareholders and the Transaction closes, the Board will have the opportunity in the future to review the profitability of NewCo and the Advisers from advisory activities under the New Agreements.
Allspring International Equity Fund | 45
Board considerations (unaudited)
Economies of scale
In connection with the 2021 Annual Approval Process, the Board received and considered information about the potential for Funds Management to experience economies of scale in the provision of management services to the Funds, the difficulties of calculating economies of scale at an individual fund level, and the extent to which potential scale benefits are shared with Fund shareholders. The Board noted the existence of breakpoints in each Fund’s management fee structure, which operate generally to reduce the Fund’s expense ratios as the Fund grows in size, and the size of the Fund in relation to such breakpoints. The Board considered that, in addition to management fee breakpoints, Funds Management shares potential economies of scale from its management business in a variety of ways, including through fee waiver and expense reimbursement arrangements, competitive management fee rates set at the outset without regard to breakpoints, and investments in the business intended to enhance services available to shareholders.
In connection with the New Agreement Approval Process, the Board noted that NewCo and the Advisers may benefit from possible growth of the Funds resulting from enhanced distribution capabilities. However, the Board noted that other factors could also affect the potential for economies of scale, and that it was not possible to quantify any potential future economies of scale. Based upon the information furnished to the Board in connection with the 2021 Annual Approval Process and the New Agreement Approval Process, the Board concluded that Funds Management’s arrangements with respect to each Fund, including contractual breakpoints and expense limitation arrangements, constituted a reasonable approach to sharing potential economies of scale with the Fund and its shareholders.
“Fall-out” benefits to Funds Management and the Sub-Advisers
In connection with the 2021 Annual Approval Process, the Board received and considered information regarding potential “fall-out” or ancillary benefits received by Funds Management and its affiliates, including the Sub-Advisers, as a result of their relationships with the Funds. Ancillary benefits could include, among others, benefits directly attributable to other relationships with the Funds and benefits potentially derived from an increase in Funds Management’s and the Sub-Advisers’ business as a result of their relationships with the Funds. The Board noted that various current affiliates of Funds Management may receive distribution-related fees, shareholder servicing payments and sub-transfer agency fees in respect of shares sold or held through them and services provided.
In connection with the 2021 Annual Approval Process, the Board also reviewed information about soft dollar credits earned and utilized by the Sub-Advisers, fees earned by Funds Management and Wells Capital from managing a private investment vehicle for the fund family’s securities lending collateral, and commissions earned by an affiliated broker of Wells Fargo from portfolio transactions.
In connection with the New Agreement Approval Process, the Board received information to the effect that the Transaction is not expected to have a material impact on the fall-out benefits currently realized by Funds Management and its affiliates, including the Sub-Advisers. The information reviewed by the Board also noted that several of the ancillary benefits identified for WFAM would be potential ancillary benefits for NewCo, including that the scale and reputation of the Funds might benefit NewCo’s broader reputation, product initiatives, technology investment and talent acquisition. Based on its consideration of the factors and information it deemed relevant, including those described here, the Board did not find that any ancillary benefits expected to be received by Funds Management and its affiliates, including NewCo and the Sub-Advisers, under the New Agreements were unreasonable.
Conclusion
At the Board Meeting, after considering the above-described factors and based on its deliberations and its evaluation of the information described above, the Board unanimously determined that the compensation payable to Funds Management and to each of the Sub-Advisers under the New Agreements is reasonable, approved the New Agreements for a two-year term, and voted to recommend that Fund shareholders approve the New Agreements.
46 | Allspring International Equity Fund
Board considerations (unaudited)
Board Considerations - Interim Agreements (not in effect)
At a meeting held on May 17-19, 2021 (the “Board Meeting”), the Boards of Trustees (each, a “Board”, and collectively, the “Boards”) of Wells Fargo Funds Trust, Wells Fargo Master Trust, Wells Fargo Variable Trust, Wells Fargo Global Dividend Opportunity Fund, Wells Fargo Income Opportunities Fund, Wells Fargo Multi-Sector Income Fund and Wells Fargo Utilities and High Income Fund (each a “Trust”, and the series thereof, a “Fund”) reviewed and approved for the Trusts and Funds, as applicable: (i) interim investment management agreements (the “Interim Management Agreements”) with Wells Fargo Funds Management, LLC (“Funds Management”); (ii) interim investment advisory agreements (the “Interim Advisory Agreements”) with Funds Management; and (iii) interim sub-advisory agreements (the “Interim Sub-Advisory Agreements”) with each of Cooke & Bieler, L.P., Galliard Capital Management LLC (“Galliard”), Peregrine Capital Management Inc., Wells Capital Management, LLC (“WellsCap”), and Wells Fargo Asset Management (International) Limited (“WFAMI”, and collectively, the “Sub-Advisers”). Each Trustee on the Board is not an “interested person” (as defined in the Investment Company Act of 1940 (the “1940 Act”) of the Funds (collectively, the “Independent Trustees”). The Interim Management Agreements, Interim Advisory Agreements, and Interim Sub-Advisory Agreements are collectively referred to as the “Interim Advisory Agreements.”
At the Board Meeting, the Boards reviewed and approved the continuation of existing investment management, advisory and sub-advisory agreements (the “Current Advisory Agreements”) for each Trust and Fund, as applicable. The factors considered and conclusions reached by the Boards in approving the Current Advisory Agreements are summarized in the section entitled “Board Considerations – Current Agreements” of this shareholder report. The Boards noted that Wells Fargo & Company has entered into a definitive agreement to sell Wells Fargo Asset Management (“WFAM”), which includes Funds Management, Galliard, WellsCap and WFAMI (the “Affiliated Sub-Advisers”), to a holding company affiliated with private funds of GTCR LLC and Reverence Capital Partners, L.P. (the “Transaction”). The Boards further noted that the Transaction would result in a change-of-control of Funds Management and the Affiliated Sub-Advisers, which would be considered to be an “assignment” under the 1940 Act that would terminate the Current Advisory Agreements. At the Board Meeting, the Boards also reviewed and approved new investment management, advisory and sub-advisory agreements (the “New Advisory Agreements”) for each Trust and Fund, as applicable, that would replace the Current Advisory Agreements upon consummation of the Transaction, subject to approval of the New Advisory Agreements by the applicable Trust’s or Fund’s shareholders. The factors considered and conclusions reached by the Boards in approving the New Advisory Agreements are summarized in the section entitled “Board Considerations – New Agreements” of this shareholder report.
At the Board Meeting, the Boards also approved the Interim Advisory Agreements, which will go into effect for a Trust or Fund only in the event that shareholders of such Trust or Fund do not approve the New Advisory Agreement(s) for the Trust or Fund by the closing date of the Transaction, when the Current Advisory Agreements will terminate. The Board noted that, in such a circumstance, the Interim Advisory Agreements will permit continuity of management by allowing Funds Management and the Sub-Advisers to continue providing services to the Trust or Fund pursuant to the Interim Advisory Agreements while the Trust or Fund continues to solicit shareholder approval of such New Advisory Agreement(s). The Boards noted that the terms of the Interim Advisory Agreements are identical to those of the Current Advisory Agreements, except for the term and the addition of escrow provisions with respect to the advisory fees. The Boards also noted that the entities that would service the Funds and Trusts under the Interim Advisory Agreements are identical to those that provide services under the Current Advisory Agreements and those that will provide services under the New Advisory Agreements.
In approving the Interim Advisory Agreements, the Boards considered the same factors and reached the same conclusions as they considered and reached with respect to the Boards’ approvals of the Current Advisory Agreements and New Advisory Agreements, as applicable, which are described in separate Board Consideration sections within this shareholder report. Prior to the Board Meeting, including at a series of meetings held in April and May 2021, the Trustees conferred extensively among themselves and with senior representatives of Funds Management, GTCR LLC and Reverence Capital Partners, L.P. about the Interim Advisory Agreements and related matters. The Independent Trustees were assisted in their evaluation of the Interim Advisory Agreements by independent legal counsel, from whom they received separate legal advice and with whom they met separately.
At the Board Meeting, after considering the factors and reaching the conclusions described in the separate Board Consideration sections within this shareholder report, the Boards unanimously determined that the compensation payable to Funds Management and to each Sub-Adviser under each of the Interim Advisory Agreements was reasonable, and approved the Interim Advisory Agreements.
Allspring International Equity Fund | 47
For more information
More information about Allspring Funds is available free upon request. To obtain literature, please write, visit the Fund's website, or call:
Allspring Funds
P.O. Box 219967
Kansas City, MO 64121-9967
P.O. Box 219967
Kansas City, MO 64121-9967
Website: allspringglobal.com
Individual investors: 1-800-222-8222
Retail investment professionals: 1-888-877-9275
Institutional investment professionals: 1-866-765-0778
This report and the financial statements contained herein are submitted for the general information of the shareholders of the Fund. If this report is used for promotional purposes, distribution of the report must be accompanied or preceded by a current prospectus. Before investing, please consider the investment objectives, risks, charges, and expenses of the investment. For a current prospectus and, if available, a summary prospectus, containing this information, call
1-800-222-8222 or visit the Fund's website at allspringglobal.com. Read the prospectus carefully before you invest or send money.
1-800-222-8222 or visit the Fund's website at allspringglobal.com. Read the prospectus carefully before you invest or send money.
Allspring Global InvestmentsTM is the trade name for the asset management firms of Allspring Global Investments Holdings, LLC, a holding company indirectly owned by certain private funds of GTCR LLC and Reverence Capital Partners, L.P. These firms include but are not limited to Allspring Global Investments, LLC, and Allspring Funds Management, LLC. Certain products managed by Allspring entities are distributed by Allspring Funds Distributor, LLC (a broker-dealer and Member FINRA/SIPC).
This material is for general informational and educational purposes only and is NOT intended to provide investment advice or a recommendation of any kind - including a recommendation for any specific investment, strategy, or plan.
© 2021 Allspring Global Investments Holdings, LLC. All rights reserved.
PAR-1121-00708 12-21
A240/AR240 10-21
A240/AR240 10-21
Annual Report
October 31, 2021
Allspring Special International Small Cap Fund
Contents
| 2 | |
| 6 | |
| 10 | |
| 11 | |
| Financial statements | |
| 14 | |
| 15 | |
| 16 | |
| 17 | |
| 19 | |
| 26 | |
| 27 | |
| Board considerations | |
| 31 | |
| 34 | |
| 39 |
The views expressed and any forward-looking statements are as of October 31, 2021, unless otherwise noted, and are those of the Fund's portfolio managers and/or Allspring Global Investments. Discussions of individual securities or the markets generally are not intended as individual recommendations. Future events or results may vary significantly from those expressed in any forward-looking statements. The views expressed are subject to change at any time in response to changing circumstances in the market. Allspring Global Investments disclaims any obligation to publicly update or revise any views expressed or forward-looking statements.
Allspring Special International Small Cap Fund | 1
Letter to shareholders (unaudited)
Andrew Owen
President
Allspring Funds
Dear Shareholder:
We are pleased to offer you this annual report for the Allspring Special International Small Cap Fund for the 12-month period that ended October 31, 2021. Global stocks continued to rally as the global economy continued to emerge from the haze of COVID-19. Tailwinds were provided by global stimulus programs, a rapid vaccination rollout, and recovering consumer and corporate sentiment. The bond market had mostly positive returns during the period.
For the 12-month period, equities had robust returns, as policymakers continued to fight the effects of COVID-19. U.S. stocks led both non-U.S. developed market equities and emerging market stocks. Gains by fixed-income securities were varied, though mostly positive. For the period, U.S. stocks, based on the S&P 500 Index,1 gained 42.91%. International stocks, as measured by the MSCI ACWI ex USA Index (Net),2 returned 29.66%, while the MSCI EM Index (Net) (USD)3 had weaker performance with an 16.96% gain. Among bond indexes, the Bloomberg U.S. Aggregate Bond Index4 returned -0.48%, the Bloomberg Global Aggregate ex-USD Index (unhedged)5 returned -1.99%, the Bloomberg Municipal Bond Index6 gained 2.64%, and the ICE BofA U.S. High Yield Index7 returned 10.74%.
Efforts to contain COVID-19 drove market performance.
Global stocks rallied in November 2020, propelled by optimism over three promising COVID-19 vaccines. Reversing trends recent to November 2020, value stocks outperformed growth stocks and cyclical stocks outpaced information technology (IT) stocks. However, U.S. unemployment remained elevated, with a net job loss of 10 million since February 2020. The eurozone services Purchasing Managers' Index, a monthly survey of purchasing managers, contracted sharply while the region’s manufacturing activity grew. The U.S. election results added to the upbeat mood as investors anticipated more consistent policies in the new administration.
Financial markets ended 2020 with strength on high expectations for a rapid rollout of the COVID-19 vaccines, the successful passage of a $900 billion stimulus package, and rising expectations of additional economic support from a Democratic-led Congress. U.S. economic data were mixed with still-elevated unemployment and weak retail sales but growth in manufacturing output. In contrast, China’s economic expansion continued in both manufacturing and nonmanufacturing. U.S. COVID-19 infection rates continued to rise even as new state and local lockdown measures were implemented.
The year 2021 began with emerging markets stocks leading all major asset classes in January, driven by China’s strong economic growth and a broad recovery in corporate earnings, which propelled China’s stock market higher. In the United States, positive news on vaccine trials and January expansion in both the manufacturing and services sectors was offset by a weak December monthly jobs report. This was compounded by technical factors as some hedge funds were forced to sell stocks to protect themselves against a well-publicized short squeeze coordinated by a group of retail investors. Eurozone sentiment and economic growth were particularly weak, reflecting the impact of a new lockdown with stricter social distancing along with a slow vaccine rollout.
| 1 | The S&P 500 Index consists of 500 stocks chosen for market size, liquidity, and industry group representation. It is a market-value-weighted index with each stock's weight in the index proportionate to its market value. You cannot invest directly in an index. |
| 2 | The Morgan Stanley Capital International (MSCI) All Country World Index (ACWI) ex USA Index (Net) is a free-float-adjusted market-capitalization-weighted index that is designed to measure the equity market performance of developed and emerging markets, excluding the U.S. Source: MSCI. MSCI makes no express or implied warranties or representations and shall have no liability whatsoever with respect to any MSCI data contained herein. The MSCI data may not be further redistributed or used as a basis for other indexes or any securities or financial products. This report is not approved, reviewed, or produced by MSCI. You cannot invest directly in an index. |
| 3 | The MSCI Emerging Markets (EM) Index (Net) (USD) is a free-float-adjusted market-capitalization-weighted index that is designed to measure equity market performance of emerging markets. You cannot invest directly in an index. |
| 4 | The Bloomberg U.S. Aggregate Bond Index is a broad-based benchmark that measures the investment-grade, U.S.-dollar-denominated, fixed-rate taxable bond market, including Treasuries, government-related and corporate securities, mortgage-backed securities (agency fixed-rate and hybrid adjustable-rate mortgage pass-throughs), asset-backed securities, and commercial mortgage-backed securities. You cannot invest directly in an index. |
| 5 | The Bloomberg Global Aggregate ex-USD Index (unhedged) is an unmanaged index that provides a broad-based measure of the global investment-grade fixed-income markets excluding the U.S.-dollar-denominated debt market. You cannot invest directly in an index. |
| 6 | The Bloomberg Municipal Bond Index is an unmanaged index composed of long-term tax-exempt bonds with a minimum credit rating of Baa. You cannot invest directly in an index. |
| 7 | The ICE BofA U.S. High Yield Index is a market-capitalization-weighted index of domestic and Yankee high-yield bonds. The index tracks the performance of high-yield securities traded in the U.S. bond market. You cannot invest directly in an index. Copyright 2021. ICE Data Indices, LLC. All rights reserved. |
2 | Allspring Special International Small Cap Fund
Letter to shareholders (unaudited)
February saw major domestic equity indexes driven higher on the hope of a new stimulus bill, improving COVID-19 vaccination numbers, and the gradual reopening of the economy. Most S&P 500 companies reported better-than-expected earnings, with positive surprises coming from the financials, IT, health care, and materials sectors. Japan saw its economy strengthen as a result of strong export numbers. Meanwhile, crude oil prices continued their climb, rising more than 25% for the year. Domestic government bonds experienced a sharp sell-off in late February as markets priced in a more robust economic recovery and higher future growth and inflation expectations.
The passage of the massive domestic stimulus bill highlighted March activity, leading to increased forecasts for U.S. growth in 2021. Domestic employment surged as COVID-19 vaccinations and an increasingly open economy spurred hiring. A majority of U.S. small companies reported they were operating at pre-pandemic capacity or higher. Value stocks continued their outperformance of growth stocks in the month, continuing the trend that started in late 2020. Meanwhile, most major developed global equity indexes were up month to date on the back of rising optimism regarding the outlook for global growth. While the U.S. and the U.K. have been the most successful in terms of the vaccine rollout, even in markets where the vaccine has lagged, such as in the eurozone and Japan, equity indexes in many of those countries have also been in positive territory for the year through March 2021.
Equity markets produced another strong showing in April. Domestically, the continued reopening of the economy had a strong impact on positive equity performance, as people started leaving their households and jobless claims continued to fall. Domestic corporate bonds performed well and the U.S. dollar weakened. Meanwhile, the U.S. government continued to seek to invest in the recovery, this time by outlining a package of over $2 trillion to improve infrastructure. The primary headwind in April was inflation, as investors tried to determine the breadth and longevity of recent price increases. Developed Europe has been supported by a meaningful increase in the pace of vaccinations. Unfortunately many emerging market countries have not been as successful. India in particular saw COVID-19 cases surge, serving as an example of the need to get vaccinations rolled out to less developed nations.
Vaccine rollouts continued in May, leading to loosened restrictions globally. As a result, equity markets in general saw a minor increase in returns. Concerns that the continued economic rebound could result in inflation increases becoming more than transitory were supported by the higher input costs businesses were experiencing. Meanwhile, those inflation concerns were tempered by the U.S. Federal Reserve (Fed), which stayed steady on its view of the economy and eased fears of a sudden and substantial policy change. Positive performance in the emerging market equity space was supported this month by steady consumer demand and strong commodity prices. Fixed-income markets were also slightly positive for the month, driven by inflation uncertainty and a softer U.S. dollar.
June witnessed the S&P 500 Index reach a new all-time high. 2021 economic growth and inflation forecasts were revised higher to reflect a strong economic recovery and some supply and demand imbalances. Late June saw a deal reached on a U.S. infrastructure package of approximately $1 trillion for road, bridge, and broadband network upgrades over the next eight years. The Fed’s June meeting yielded no change to policy, but its projections pointed to a possible interest rate rise in 2023. This, combined with a rebound in economic activity and investors searching for yield, led to U.S. Treasury yields being down for the month. Many European and Asian countries saw vaccination momentum increase, while the U.K. dealt with a rise in COVID-19 infections, specifically the Delta variant. Meanwhile, crude oil jumped over 10% in June on the back of the pickup in global economic activity and the Organization of the Petroleum Exporting Countries’ (OPEC) slow pace of supply growth.
July began the month seeing vaccinations making progress, as several major developed countries eased restrictions, only to be threatened again by the spread of COVID-19’s Delta variant. Inflation continued to climb, aided by the continued supply bottleneck in the face of high demand. As it pertains to the equity area of the market, U.S. equities led the way in positive return territory, followed by international developed markets. In contrast, emerging markets were well in negative territory for the month, hindered by China’s plans for new regulations on a number of sectors, specifically education and technology. The U.S. 10-year Treasury bond yield continued to decline, as strong demand swallowed up supply. After hitting a multi-year high earlier in the month, oil prices leveled off following an agreement by OPEC to raise oil production starting in August.
“ 2021 economic growth and inflation forecasts were revised higher to reflect a strong economic recovery and some supply and demand imbalances.”
Allspring Special International Small Cap Fund | 3
Letter to shareholders (unaudited)
“ Municipal debt experienced its first monthly performance drop since February of this year, slowing a rally that made it one of the best-performing sectors of the bond market.” |
The Delta variant of COVID-19 produced outbreaks globally in August, increasing the potential for increased market volatility and bringing into question the ongoing economic recovery. Domestically, the U.S. economy continued to stay strong in the face of the Delta variant, continued inflationary pressures, and worries over Hurricane Ida. Emerging market equities experienced elevated volatility, largely influenced by China’s regulatory stance. Emerging market equities started the month with poor performance but rebounded to end the month in positive territory. Municipal debt experienced its first monthly performance drop since February of this year, slowing a rally that made it one of the best-performing sectors of the bond market. In the commodity segment of the market, crude oil fell sharply during the month on the back of dampened expectations as a result of the Delta variant but was still a leading asset class performer for the year.
Global markets suffered their broadest retreat in a year during September, with the exception of commodities. Concerns over inflation and the interest rate outlook depressed investor confidence and hurt performance. Emerging markets declined on concerns over the continued supply chain disruptions and worries over higher energy and food prices. Meanwhile, the Fed indicated it would slow the pace of asset purchases in the near future. All eyes domestically were fixed on the raising of the debt ceiling, the 2022 budget plan, and the ongoing debate over the infrastructure package. Contrary to most asset classes, commodities thrived in September, driven by sharply higher energy prices.
October’s key themes continued to be elevated inflation pressures and a supply bottleneck, but strong earnings provided a bright spot in the markets. Earnings releases in the U.S. were generally strong and consumer confidence was high. The Fed reaffirmed its plans to taper quantitative easing to a stop by mid-2022. Meanwhile, elevated inflation figures are still being considered transitory by the Fed. Similar to the U.S., the eurozone and many Asian countries saw positive earnings but were facing inflation pressures caused by supply bottlenecks while also experiencing energy price increases amid natural gas shortages. Globally, government bond yields rose as central banks prepared to lower monetary policy accommodation in the face of rising inflationary pressures. As previously referenced, positive commodity performance was driven by sharply higher energy costs.
Don’t let short-term uncertainty derail long-term investment goals.
Periods of investment uncertainty can present challenges, but experience has taught us that maintaining long-term investment goals can be an effective way to plan for the future. To help you create a sound strategy based on your personal goals and risk tolerance, Allspring Funds offers more than 100 mutual funds spanning a wide range of asset classes and investment styles. Although diversification cannot guarantee an investment profit or prevent losses, we believe it can be an effective way to manage investment risk and potentially smooth out overall portfolio performance. We encourage investors to know their investments and to understand that appropriate levels of risk-taking may unlock opportunities.
Information on transaction closing.
On November 1, 2021, GTCR LLC and Reverence Capital Partners, L.P., announced the beginning of Allspring Global Investments™, with the close of the transaction to acquire Wells Fargo Funds Management, LLC; Wells Capital Management, LLC; Galliard Capital Management, LLC.; Wells Fargo Asset Management (International) Ltd.; Wells Fargo Asset Management Luxembourg S.A.; and Wells Fargo Funds Distributor, LLC, as well as Wells Fargo Bank, N.A.’s business of acting as trustee to its collective investment trusts and all related Wells Fargo Asset Management legal entities. The transaction closed on November 1, 2021, forming Allspring Global Investments, a privately held asset management firm with $587 billion in AUM1 as of September 30, 2021.
Allspring Global Investments™ is a leading independent asset management firm with a full breadth of investment capabilities across diverse asset classes, serving the needs of its institutional and wealth management clients around the world. Allspring operates across 18 offices globally supported by more than 480 investment professionals. Allspring and its investment teams provide a broad range of differentiated investment products and solutions to help its diverse range of clients meet their investment objectives.
| 1 | As of September 30, 2021, assets under management (AUM) includes $93 billion from Galliard Capital Management, LLC, an investment advisor that is not part of the Allspring trade name/GIPS firm. |
4 | Allspring Special International Small Cap Fund
Letter to shareholders (unaudited)
As part of this transition, all mutual funds within the Wells Fargo Funds family were rebranded as Allspring Funds. Each individual fund had “Wells Fargo” removed from its fund name and replaced with “Allspring.” The fund name changes went into effect on December 6, 2021.
Allspring Global Investments is the trade name for the asset management firms of Allspring Global Investments Holdings, LLC, a holding company indirectly owned by certain private funds of GTCR LLC and Reverence Capital Partners, L.P.
Thank you for choosing to invest with Allspring Funds. We appreciate your confidence in us and remain committed to helping you meet your financial needs.
Sincerely,
Andrew Owen
President
Allspring Funds
President
Allspring Funds
For further information about your Fund, contact your investment professional, visit our website at allspringglobal.com, or call us directly at 1-800-222-8222.
Allspring Special International Small Cap Fund | 5
Performance highlights (unaudited)
| Investment objective | The Fund seeks long-term capital appreciation. |
| Manager | Allspring Funds Management, LLC |
| Subadviser | Allspring Global Investments, LLC |
| Portfolio managers | Stephen Giggie, CFA®‡, Oleg Makhorine, James Tringas, CFA®‡, Bryant VanCronkhite, CFA®‡, CPA |
| Average annual total returns (%) as of October 31, 2021 | |||||
| Expense ratios1 (%) | |||||
| Inception date | 1 year | Since inception | Gross | Net 2 | |
| Class R6 (WICRX) | 5-31-2019 | 35.04 | 16.09 | 5.69 | 0.95 |
| Institutional Class (WICIX) | 5-31-2019 | 35.00 | 16.00 | 5.79 | 1.05 |
| MSCI World ex USA Small Cap Index (Net)3 | – | 37.19 | 17.57 * | – | – |
Figures quoted represent past performance, which is no guarantee of future results, and do not reflect taxes that a shareholder may pay on an investment in a fund. Investment return and principal value of an investment will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost. Current performance may be lower or higher than the performance data quoted, which assumes the reinvestment of dividends and capital gains. Current month-end performance is available on the Fund's website, allspringglobal.com..
Please keep in mind that high double-digit returns were primarily achieved during favorable market conditions. You should not expect that such favorable returns can be consistently achieved. A fund’s performance, especially for short time periods, should not be the sole factor in making your investment decision.
Index returns do not include transaction costs associated with buying and selling securities, any mutual fund fees or expenses, or any taxes. It is not possible to invest directly in an index.
Class R6 and and Institutional Class shares are sold without a front-end sales charge or contingent deferred sales charge.
| * | Based on the inception date of the oldest Fund class. |
| 1 | Reflects the expense ratios as stated in the most recent prospectuses. The expense ratios shown are subject to change and may differ from the annualized expense ratios shown in the financial highlights of this report. |
| 2 | The manager has contractually committed through February 28, 2022, to waive fees and/or reimburse expenses to the extent necessary to cap total annual fund operating expenses after fee waivers at 0.95% for Class R6, and 1.05% for Institutional Class. Brokerage commissions, stamp duty fees, interest, taxes, acquired fund fees and expenses (if any), and extraordinary expenses are excluded from the expense caps. Prior to or after the commitment expiration date, the caps may be increased or the commitment to maintain the caps may be terminated only with the approval of the Board of Trustees. Without these caps, the Fund’s returns would have been lower. The expense ratio paid by an investor is the net expense ratio (the total annual fund operating expenses after fee waivers) as stated in the prospectuses. |
| 3 | The Morgan Stanley Capital International (MSCI) World ex USA Small Cap Index (Net) is a free-float-adjusted market-capitalization-weighted index that is designed to measure the equity market performance of developed markets excluding the United States. Source: MSCI. MSCI makes no express or implied warranties or representations and shall have no liability whatsoever with respect to any MSCI data contained herein. The MSCI data may not be further redistributed or used as a basis for other indices or any securities or financial products. This report is not approved, reviewed, or produced by MSCI. You cannot invest directly in an index. |
Stock values fluctuate in response to the activities of individual companies and general market and economic conditions. Foreign investments are especially volatile and can rise or fall dramatically due to differences in the political and economic conditions of the host country. These risks are generally intensified in emerging markets. The use of derivatives may reduce returns and/or increase volatility. Certain investment strategies tend to increase the total risk of an investment (relative to the broader market). This fund is exposed to geographic risk and smaller-company securities risk. Consult the Fund’s prospectus for additional information on these and other risks.
| ‡ | CFA® and Chartered Financial Analyst® are trademarks owned by CFA Institute. |
6 | Allspring Special International Small Cap Fund
Performance highlights (unaudited)
Growth of $1,000,000 investment as of October 31, 20211
| 1 | The chart compares the performance of Institutional Class shares since inception with the MSCI World ex USA Small Cap Index (Net). The chart assumes a hypothetical investment of $1,000,000 in Institutional Class shares and reflects all operating expenses. |
Allspring Special International Small Cap Fund | 7
Performance highlights (unaudited)
MANAGER'S DISCUSSION
Fund highlights
| ■ | The Fund underperformed its benchmark, the MSCI World ex USA Small Cap Index (Net), over the trailing one-year period, as of October 31, 2021. |
| ■ | Stock selection in the health care sector and an overweight to the consumer staples sector detracted from relative performance. |
| ■ | Regionally, security selection in Japan and Canada contributed while security selection in Europe and Asia ex-Japan detracted. |
| ■ | Stock selection in the information technology (IT) and communication services sectors detracted from relative performance. |
Increased market optimism encouraged rotation toward certain value segments.
International equity markets and the MSCI World ex USA Small Cap Index (Net) experienced a significant rally over the period fueled by new COVID-19 vaccinations and the hopes for a global economic recovery. The optimism around the November 2020 vaccine announcements led to small-cap outperformance across geographies and a preference for the more cyclically exposed industries and business models over much of the period. The higher-risk energy sector was the best performing within the index by a wide margin. The more defensive consumer staples sector was the worst performing. Japan, which is often viewed as a safe-haven region, was the worst-performing country as investors preferred the regions and currencies that would rebound the most as economies reopened. The energy-levered Canadian region was the best performer within the index.
During the period, the team made modest changes to sector and regional exposures within the Fund based on our bottom-up reward/risk valuation process. The Fund increased its weight in the IT sector and slightly reduced its weight in the industrials and consumer staples sectors. From a regional perspective, the Fund reduced its weight in Japan and increased its weight in Europe and the U.K.
| Ten largest holdings (%) as of October 31, 20211 | |
| Spectris plc | 4.39 |
| Ansell Limited | 3.95 |
| Alten SA | 3.84 |
| S4 Capital plc | 3.81 |
| Viscofan SA | 3.50 |
| Gerresheimer AG | 3.45 |
| TAG Immobilien AG | 2.89 |
| Britvic plc | 2.75 |
| Nomad Foods Limited | 2.68 |
| Orix JREIT Incorporated | 2.59 |
| 1 | Figures represent the percentage of the Fund's net assets. Holdings are subject to change and may have changed since the date specified. |
As bottom-up investors, we evaluate how global macroeconomic events might affect the Fund’s holdings, but we don’t try to forecast the outcomes. We seek companies that can control their destinies via their long-term competitive advantages, sustainable free cash flows, and flexible balance sheets.
Stock selection in the health care sector and an overweight to the consumer staples sector detracted from relative performance.
In the health care sector, Ansell Limited is an Australian-based manufacturer and distributor of personal safety equipment. The company saw strong demand for its safety products as a result of COVID-19 but underperformed in the recovery rally as supply chain disruptions and plant shutdowns affected results. We believe Ansell’s strong customer relationships, financial flexibility, and healthy free cash flow should allow the company to weather any short-term headwinds.
| Sector allocation as of October 31, 20211 |
| 1 | Figures represent the percentage of the Fund's long-term investments. These amounts are subject to change and may have changed since the date specified. |
The Fund’s overweight to the consumer staples sector detracted from performance as investors gravitated toward more cyclically exposed sectors. We continue to find attractive reward/risk opportunities within the sector as many companies have lagged due to their lack of cyclicality
8 | Allspring Special International Small Cap Fund
Performance highlights (unaudited)
or short-term cost pressures. However, over a full market cycle, we believe these companies will be able to use their sustainable free cash flow and financial flexibility to navigate any short-term headwinds and increase long-term shareholder value.
Stock selection in the IT and communication services sectors contributed to relative performance.
Canadian based IT holding BlackBerry Limited* provides intelligent security software and services to enterprises and governments around the world. During the period, the company announced a multiyear agreement with Amazon Web Services to develop and market its BlackBerry IVY cloud-based software platform. This combined with an increase in retail investor interest and a movement toward recovery stocks caused the shares to appreciate considerably.
In the communication services sector, S4 Capital is a U.K.-based, purely digital advertising and marketing company focused on emerging mega themes of first-party data, digital content, and digital media. The company has seen accelerating demand for its services, causing it to raise its organic growth outlook several times during the period. S4 has optimized its balance sheet to take advantage of any acquisition opportunities that may come about in this rapidly growing market segment.
| Geographic allocation as of October 31, 20211 |
| 1 | Figures represent the percentage of the Fund's long-term investments. These amounts are subject to change and may have changed since the date specified. |
Our investment philosophy focuses on company-specific factors rather than headline-dominating macroeconomic events.
As we look toward the end of 2021 and beyond, we see numerous market forces at play that could bring further volatility. Market participants continue to watch the post-COVID-19 recovery of global economic growth and central bank policy. Supply chain constraints and labor shortages have caused inflationary pressures across geographies. Our view is that inflation does not occur in a vacuum and the drivers behind the cost increases differ across industries and therefore is best evaluated at the individual stock level. We look to assess the effect on each company’s cost of goods sold and its ability to pass price increases along to customers to truly measure the inflationary impact. We believe our fundamental analysis, risk management, and active investment process are well suited to take advantage of new opportunities as the equity market evolves. While volatility may increase, we believe the strong balance sheets and stable cash flow of the companies in our portfolio should support consistent long-term performance.
| * | This security was no longer held at the end of the reporting period. |
Allspring Special International Small Cap Fund | 9
Fund expenses (unaudited)
As a shareholder of the Fund, you incur ongoing costs and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.
The example is based on an investment of $1,000 invested at the beginning of the six-month period and held for the entire period from May 1, 2021 to October 31, 2021.
Actual expenses
The “Actual” line of the table below provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the “Actual” line under the heading entitled “Expenses paid during period” for your applicable class of shares to estimate the expenses you paid on your account during this period.
Hypothetical example for comparison purposes
The “Hypothetical” line of the table below provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.
Please note that the expenses shown in the table are meant to highlight your ongoing costs only. Therefore, the “Hypothetical” line of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds.
| Beginning account value 5-1-2021 | Ending account value 10-31-2021 | Expenses paid during the period1 | Annualized net expense ratio | |
| Class R6 | ||||
| Actual | $1,000.00 | $1,013.85 | $4.82 | 0.95% |
| Hypothetical (5% return before expenses) | $1,000.00 | $1,020.42 | $4.84 | 0.95% |
| Institutional Class | ||||
| Actual | $1,000.00 | $1,013.84 | $5.33 | 1.05% |
| Hypothetical (5% return before expenses) | $1,000.00 | $1,019.91 | $5.35 | 1.05% |
1 Expenses paid is equal to the annualized net expense ratio of each class multiplied by the average account value over the period, multiplied by the number of days in the most recent fiscal half-year divided by the number of days in the fiscal year (to reflect the one-half-year period).
10 | Allspring Special International Small Cap Fund
Portfolio of investments—October 31, 2021
| Shares | Value | |||||
| Common stocks: 99.31% | ||||||
| Australia: 6.68% | ||||||
| Ansell Limited (Health care, Health care equipment & supplies) | 94,279 | $ 2,234,733 | ||||
| Inghams Group Limited (Consumer staples, Food products) | 249,960 | 697,600 | ||||
| Orora Limited (Materials, Containers & packaging) | 340,673 | 845,695 | ||||
| 3,778,028 | ||||||
| Austria: 1.17% | ||||||
| Mayr-Melnhof Karton AG (Materials, Containers & packaging) | 3,354 | 659,903 | ||||
| Belgium: 3.40% | ||||||
| Azelis Group NV (Industrials, Trading companies & distributors) † | 18,173 | 588,224 | ||||
| Barco NV (Information technology, Electronic equipment, instruments & components) | 59,410 | 1,336,473 | ||||
| 1,924,697 | ||||||
| Canada: 4.95% | ||||||
| ATS Automation Tooling Systems (Industrials, Machinery) † | 16,700 | 568,226 | ||||
| Canadian Western Bank (Financials, Banks) | 12,400 | 396,668 | ||||
| Peairiesky Royalty Limited (Energy, Oil, gas & consumable fuels) | 65,200 | 802,356 | ||||
| Primo Water Corporation (Consumer staples, Beverages) | 64,700 | 1,029,888 | ||||
| 2,797,138 | ||||||
| France: 4.74% | ||||||
| Alten SA (Information technology, IT services) | 13,482 | 2,169,458 | ||||
| M6 Métropole Télévision SA (Communication services, Media) | 23,229 | 511,813 | ||||
| 2,681,271 | ||||||
| Germany: 9.56% | ||||||
| Cancom SE (Information technology, IT services) | 13,317 | 919,972 | ||||
| Gerresheimer AG (Health care, Life sciences tools & services) | 21,309 | 1,953,413 | ||||
| Krones AG (Industrials, Machinery) | 8,705 | 898,121 | ||||
| TAG Immobilien AG (Real estate, Real estate management & development) | 53,793 | 1,634,214 | ||||
| 5,405,720 | ||||||
| Ireland: 0.96% | ||||||
| Irish Residential Properties REIT plc (Real estate, Equity REITs) | 288,473 | 543,564 | ||||
| Italy: 7.16% | ||||||
| Azimut Holding SpA (Financials, Capital markets) | 15,903 | 457,574 | ||||
| Buzzi Unicem SpA (Materials, Construction materials) | 30,285 | 706,141 | ||||
| De'Longhi SpA (Consumer discretionary, Household durables) | 15,593 | 609,262 | ||||
| GVS SpA (Industrials, Machinery) | 86,079 | 1,278,669 | ||||
| Interpump Group SpA (Industrials, Machinery) | 13,502 | 995,030 | ||||
| 4,046,676 | ||||||
| Japan: 20.69% | ||||||
| Aeon Delight Company Limited (Industrials, Commercial services & supplies) | 42,600 | 1,304,444 | ||||
| Daiseki Company Limited (Industrials, Commercial services & supplies) | 27,660 | 1,288,656 | ||||
| DTS Corporation (Information technology, IT services) | 50,200 | 1,110,809 | ||||
| Fuji Seal International Incorporated (Materials, Containers & packaging) | 34,400 | 753,646 | ||||
| Horiba Limited (Information technology, Electronic equipment, instruments & components) | 12,900 | 842,079 | ||||
| Kamigumi Company Limited (Industrials, Transportation infrastructure) | 30,800 | 618,027 | ||||
| Meitec Corporation (Industrials, Professional services) | 18,900 | 1,130,932 |
The accompanying notes are an integral part of these financial statements.
Allspring Special International Small Cap Fund | 11
Portfolio of investments—October 31, 2021
| Shares | Value | |||||
| Japan: (continued) | ||||||
| Nihon Parkerizing Company Limited (Materials, Chemicals) | 47,400 | $ 470,777 | ||||
| Orix JREIT Incorporated (Real estate, Equity REITs) | 884 | 1,465,125 | ||||
| PHC Holdings Corporation (Health care, Life sciences tools & services) † | 5,600 | 137,230 | ||||
| San-A Company Limited (Consumer staples, Food & staples retailing) | 20,300 | 729,357 | ||||
| Sohgo Security Services Company Limited (Industrials, Commercial services & supplies) | 14,500 | 618,293 | ||||
| Sumitomo Warehouse Company Limited (Industrials, Transportation infrastructure) | 42,700 | 684,099 | ||||
| Taikisha Limited (Industrials, Construction & engineering) | 19,100 | 543,799 | ||||
| 11,697,273 | ||||||
| Luxembourg: 1.11% | ||||||
| Novem Group SA (Financials, Diversified financial services) † | 7,764 | 149,437 | ||||
| Stabilus SA (Industrials, Machinery) | 6,359 | 477,815 | ||||
| 627,252 | ||||||
| Netherlands: 2.80% | ||||||
| MYT Netherlands Parent BV ADR (Consumer discretionary, Specialty retail) †« | 32,529 | 858,766 | ||||
| TKH Group NV (Industrials, Electrical equipment) | 12,743 | 725,644 | ||||
| 1,584,410 | ||||||
| Norway: 1.28% | ||||||
| Atea ASA (Information technology, IT services) | 29,944 | 560,039 | ||||
| Elopak ASA (Materials, Containers & packaging) † | 55,824 | 160,575 | ||||
| 720,614 | ||||||
| Spain: 4.73% | ||||||
| Vidrala SA (Materials, Containers & packaging) | 6,552 | 694,546 | ||||
| Viscofan SA (Consumer staples, Food products) | 28,986 | 1,981,987 | ||||
| 2,676,533 | ||||||
| Sweden: 3.81% | ||||||
| AAK AB (Consumer staples, Food products) | 24,128 | 527,346 | ||||
| Hexpol AB (Materials, Chemicals) | 42,753 | 499,316 | ||||
| Loomis AB (Industrials, Commercial services & supplies) | 41,773 | 1,127,988 | ||||
| 2,154,650 | ||||||
| Switzerland: 2.95% | ||||||
| Arbonia AG (Industrials, Building products) | 31,634 | 686,854 | ||||
| Bossard Holding AG (Industrials, Trading companies & distributors) | 1,184 | 434,495 | ||||
| Bucher Industries AG (Industrials, Machinery) | 1,084 | 546,499 | ||||
| 1,667,848 | ||||||
| United Kingdom: 23.32% | ||||||
| Britvic plc (Consumer staples, Beverages) | 127,886 | 1,554,164 | ||||
| Domino's Pizza Group plc (Consumer discretionary, Hotels, restaurants & leisure) | 178,117 | 943,360 | ||||
| Elementis plc (Materials, Chemicals) † | 391,963 | 748,308 | ||||
| Lancashire Holdings Limited (Financials, Insurance) | 81,389 | 563,608 | ||||
| Micro Focus International plc (Information technology, Software) | 82,490 | 402,685 | ||||
| Morgan Advanced Materials plc (Industrials, Machinery) | 105,067 | 497,512 | ||||
| Nomad Foods Limited (Consumer staples, Food products) † | 55,603 | 1,514,070 | ||||
| S4 Capital plc (Communication services, Media) † | 216,930 | 2,155,347 |
The accompanying notes are an integral part of these financial statements.
12 | Allspring Special International Small Cap Fund
Portfolio of investments—October 31, 2021
| Shares | Value | |||||
| United Kingdom: (continued) | ||||||
| Spectris plc (Information technology, Electronic equipment, instruments & components) | 48,227 | $ 2,484,281 | ||||
| SSP Group plc (Consumer discretionary, Hotels, restaurants & leisure) † | 122,378 | 431,262 | ||||
| Tate & Lyle plc (Consumer staples, Food products) | 131,352 | 1,165,216 | ||||
| TechnipFMC plc - BATS Exchange (Energy, Energy equipment & services) | 28,502 | 213,241 | ||||
| THG Holding plc (Consumer discretionary, Internet & direct marketing retail) † | 173,001 | 512,824 | ||||
| 13,185,878 | ||||||
| Total Common stocks (Cost $56,522,844) | 56,151,455 |
| Yield | ||||||
| Short-term investments: 0.86% | ||||||
| Investment companies: 0.86% | ||||||
| Allspring Government Money Market Fund Select Class ♠∩∞ | 0.03% | 150,606 | 150,606 | |||
| Securities Lending Cash Investments LLC ♠∞ | 0.03 | 335,175 | 335,175 | |||
| Total Short-term investments (Cost $485,781) | 485,781 | |||||
| Total investments in securities (Cost $57,008,625) | 100.17% | 56,637,236 | ||||
| Other assets and liabilities, net | (0.17) | (95,171) | ||||
| Total net assets | 100.00% | $56,542,065 |
| † | Non-income-earning security |
| « | All or a portion of this security is on loan. |
| ♠ | The issuer of the security is an affiliated person of the Fund as defined in the Investment Company Act of 1940. |
| ∩ | The investment is a non-registered investment company purchased with cash collateral received from securities on loan. |
| ∞ | The rate represents the 7-day annualized yield at period end. |
| Abbreviations: | |
| ADR | American depositary receipt |
| REIT | Real estate investment trust |
Investments in affiliates
An affiliated investment is an investment in which the Fund owns at least 5% of the outstanding voting shares of the issuer or as a result of other relationships, such as the Fund and the issuer having the same investment manager. Transactions with issuers that were either affiliates of the Fund at the beginning of the period or the end of the period were as follows:
| Value, beginning of period | Purchases | Sales proceeds | Net realized gains (losses) | Net change in unrealized gains (losses) | Value, end of period | Shares, end of period | Income from affiliated securities | |||
| Short-term investments | ||||||||||
| Allspring Government Money Market Fund Select Class | $0 | $47,091,786 | $(46,941,180) | $0 | $0 | $ 150,606 | 150,606 | $278 | ||
| Securities Lending Cash Investments LLC | 0 | 2,225,070 | (1,889,895) | 0 | 0 | 335,175 | 335,175 | 25 # | ||
| $0 | $0 | $485,781 | $303 | |||||||
| # | Amount shown represents income before fees and rebates. |
The accompanying notes are an integral part of these financial statements.
Allspring Special International Small Cap Fund | 13
Statement of assets and liabilities—October 31, 2021
| Assets | |
Investments in unaffiliated securities (including $324,720 of securities loaned), at value (cost $56,522,844) | $ 56,151,455 |
Investments in affiliated securities, at value (cost $485,781) | 485,781 |
Foreign currency, at value (cost $195,935) | 197,072 |
Receivable for investments sold | 130,567 |
Receivable for dividends | 126,844 |
Receivable for securities lending income, net | 329 |
Prepaid expenses and other assets | 4,990 |
Total assets | 57,097,038 |
| Liabilities | |
Payable upon receipt of securities loaned | 335,175 |
Payable for investments purchased | 156,499 |
Management fee payable | 54,450 |
Administration fees payable | 1,446 |
Accrued expenses and other liabilities | 7,403 |
Total liabilities | 554,973 |
Total net assets | $56,542,065 |
| Net assets consist of | |
Paid-in capital | $ 56,294,987 |
Total distributable earnings | 247,078 |
Total net assets | $56,542,065 |
| Computation of net asset value per share | |
Net assets – Class R6 | $ 56,385,961 |
Shares outstanding – Class R61 | 4,052,901 |
Net asset value per share – Class R6 | $13.91 |
Net assets – Institutional Class | $ 156,104 |
Shares outstanding – Institutional Class1 | 11,215 |
Net asset value per share – Institutional Class | $13.92 |
| 1 | The Fund has an unlimited number of authorized shares. |
The accompanying notes are an integral part of these financial statements.
14 | Allspring Special International Small Cap Fund
Statement of operations—year ended October 31, 2021
| Investment income | |
Dividends (net of foreign withholdings taxes of $27,299) | $ 332,185 |
Income from affiliated securities | 890 |
Total investment income | 333,075 |
| Expenses | |
Management fee | 191,930 |
| Administration fees | |
Class R6 | 6,017 |
Institutional Class | 191 |
Custody and accounting fees | 34,525 |
Professional fees | 36,714 |
Registration fees | 31,615 |
Shareholder report expenses | 11,003 |
Trustees’ fees and expenses | 19,219 |
Other fees and expenses | 9,428 |
Total expenses | 340,642 |
| Less: Fee waivers and/or expense reimbursements | |
Fund-level | (148,374) |
Institutional Class | (191) |
Net expenses | 192,077 |
Net investment income | 140,998 |
| Realized and unrealized gains (losses) on investments | |
Net realized gains on investments | 508,817 |
Net change in unrealized gains (losses) on investments | (546,860) |
Net realized and unrealized gains (losses) on investments | (38,043) |
Net increase in net assets resulting from operations | $ 102,955 |
The accompanying notes are an integral part of these financial statements.
Allspring Special International Small Cap Fund | 15
Statement of changes in net assets
| Year ended October 31, 2021 | Year ended October 31, 2020 | |||
| Operations | ||||
Net investment income | $ 140,998 | $ 47,340 | ||
Net realized gains on investments | 508,817 | 11,607 | ||
Net change in unrealized gains (losses) on investments | (546,860) | (28,658) | ||
Net increase in net assets resulting from operations | 102,955 | 30,289 | ||
| Distributions to shareholders from | ||||
| Net investment income and net realized gains | ||||
Class R6 | (45,080) | (126,151) | ||
Institutional Class | (892) | (2,514) | ||
Total distributions to shareholders | (45,972) | (128,665) | ||
| Capital share transactions | Shares | Shares | ||
| Proceeds from shares sold | ||||
Class R6 | 3,562,901 | 51,281,800 | 0 | 0 |
Institutional Class | 681 | 10,000 | 1,121 | 11,233 |
| 51,291,800 | 11,233 | |||
| Reinvestment of distributions | ||||
Institutional Class | 8 | 90 | 12 | 128 |
| Payment for shares redeemed | ||||
Institutional Class | (595) | (8,136) | (12) | (128) |
Net increase in net assets resulting from capital share transactions | 51,283,754 | 11,233 | ||
Total increase (decrease) in net assets | 51,340,737 | (87,143) | ||
| Net assets | ||||
Beginning of period | 5,201,328 | 5,288,471 | ||
End of period | $56,542,065 | $5,201,328 | ||
The accompanying notes are an integral part of these financial statements.
16 | Allspring Special International Small Cap Fund
Financial highlights
(For a share outstanding throughout each period)
| Year ended October 31 | |||
| Class R6 | 2021 | 2020 | 2019 1 |
Net asset value, beginning of period | $10.38 | $10.58 | $10.00 |
Net investment income | 0.06 | 0.09 | 0.05 |
Net realized and unrealized gains (losses) on investments | 3.56 | (0.03) | 0.53 |
Total from investment operations | 3.62 | (0.06) | 0.58 |
| Distributions to shareholders from | |||
Net investment income | (0.05) | (0.15) | 0.00 |
Net realized gains | (0.04) | (0.11) | 0.00 |
Total distributions to shareholders | (0.09) | (0.26) | 0.00 |
Net asset value, end of period | $13.91 | $10.38 | $10.58 |
Total return2 | 35.04% | 0.42% | 5.80% |
| Ratios to average net assets (annualized) | |||
Gross expenses | 1.68% | 5.69% | 7.81% |
Net expenses | 0.95% | 0.95% | 0.95% |
Net investment income | 0.70% | 0.93% | 1.24% |
| Supplemental data | |||
Portfolio turnover rate | 19% | 45% | 14% |
Net assets, end of period (000s omitted) | $56,386 | $5,086 | $5,183 |
| 1 | For the period from May 31, 2019 (commencement of class operations) to October 31, 2019 |
| 2 | Returns for periods of less than one year are not annualized. |
The accompanying notes are an integral part of these financial statements.
Allspring Special International Small Cap Fund | 17
Financial highlights
(For a share outstanding throughout each period)
| Year ended October 31 | |||
| Institutional Class | 2021 | 2020 | 2019 1 |
Net asset value, beginning of period | $10.38 | $10.57 | $10.00 |
Net investment income | 0.13 | 0.08 | 0.05 |
Net realized and unrealized gains (losses) on investments | 3.49 | (0.03) | 0.52 |
Total from investment operations | 3.62 | 0.05 | 0.57 |
| Distributions to shareholders from | |||
Net investment income | (0.04) | (0.13) | 0.00 |
Net realized gains | (0.04) | (0.11) | 0.00 |
Total distributions to shareholders | (0.08) | (0.24) | 0.00 |
Net asset value, end of period | $13.92 | $10.38 | $10.57 |
Total return2 | 35.00% | 0.35% | 5.70% |
| Ratios to average net assets (annualized) | |||
Gross expenses | 2.73% | 5.76% | 7.91% |
Net expenses | 1.05% | 1.05% | 1.05% |
Net investment income | 1.00% | 0.83% | 1.14% |
| Supplemental data | |||
Portfolio turnover rate | 19% | 45% | 14% |
Net assets, end of period (000s omitted) | $156 | $115 | $106 |
| 1 | For the period from May 31, 2019 (commencement of class operations) to October 31, 2019 |
| 2 | Returns for periods of less than one year are not annualized. |
The accompanying notes are an integral part of these financial statements.
18 | Allspring Special International Small Cap Fund
Notes to financial statements
1. ORGANIZATION
Allspring Funds Trust (the "Trust"), a Delaware statutory trust organized on March 10, 1999, is an open-end management investment company registered under the Investment Company Act of 1940, as amended (the "1940 Act"). As an investment company, the Trust follows the accounting and reporting guidance in Financial Accounting Standards Board ("FASB") Accounting Standards Codification Topic 946, Financial Services – Investment Companies. These financial statements report on the Allspring Special International Small Cap Fund (the "Fund") which is a diversified series of the Trust.
On February 23, 2021, Wells Fargo & Company announced that it has entered into a definitive agreement to sell Wells Fargo Asset Management ("WFAM") to GTCR LLC and Reverence Capital Partners, L.P. WFAM is the trade name used by the asset management businesses of Wells Fargo & Company and includes Wells Fargo Funds Management, LLC, the investment manager to the Fund, Wells Capital Management, LLC and Wells Fargo Asset Management (International) Limited, both registered investment advisers providing subadvisory services to certain funds, and Wells Fargo Funds Distributor, LLC, the Fund's principal underwriter. As part of the transaction, Wells Fargo & Company will own a 9.9% equity interest and will continue to serve as an important client and distribution partner.
Consummation of the transaction will result in the automatic termination of the Fund’s investment management agreement and subadvisory agreement. The Fund’s Board of Trustees approved a new investment management agreement and a new subadvisory agreement which were submitted to the Fund’s shareholders for approval at a Special Meeting of Shareholders held on August 16, 2021. Shareholders of record of the Fund at the close of business on May 28, 2021 approved the new agreements which will take effect upon the closing of the transaction.
As more fully discussed in Note 12, the transaction closed on November 1, 2021 and the investment manager, subadvisers and distributor changed their names to Allspring Funds Management, LLC, Allspring Global Investments, LLC, Allspring Global Investments (UK) Limited and Allspring Funds Distributor, LLC, respectively. While these name changes occurred after the end of the period, throughout this report, the new names have been used.
The Board of Trustees of the Wells Fargo Funds voted on July 15, 2021 to approve a change to the Fund's name to remove "Wells Fargo" from the name and replace it with "Allspring", effective December 6, 2021.
2. SIGNIFICANT ACCOUNTING POLICIES
The following significant accounting policies, which are consistently followed in the preparation of the financial statements of the Fund, are in conformity with U.S. generally accepted accounting principles which require management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of income and expenses during the reporting period. Actual results could differ from those estimates.
Securities valuation
All investments are valued each business day as of the close of regular trading on the New York Stock Exchange (generally 4 p.m. Eastern Time), although the Fund may deviate from this calculation time under unusual or unexpected circumstances.
Equity securities that are listed on a foreign or domestic exchange or market are valued at the official closing price or, if none, the last sales price. If no sale occurs on the principal exchange or market that day, a fair value price will be determined in accordance with the Fund’s Valuation Procedures.
The values of securities denominated in foreign currencies are translated into U.S. dollars at rates provided by an independent foreign currency pricing source at a time each business day specified by the Allspring Global Investments Pricing Committee at Allspring Funds Management, LLC ("Allspring Funds Management").
Many securities markets and exchanges outside the U.S. close prior to the close of the New York Stock Exchange and therefore may not fully reflect trading or events that occur after the close of the principal exchange in which the foreign securities are traded, but before the close of the New York Stock Exchange. If such trading or events are expected to materially affect the value of such securities, then fair value pricing procedures approved by the Board of Trustees of the Fund are applied. These procedures take into account multiple factors including movements in U.S. securities markets after foreign exchanges close. Foreign securities that are fair valued under these procedures are categorized as Level 2 and the application of these procedures may result in transfers between Level 1 and Level 2. Depending on market activity, such fair valuations may be frequent. Such fair value pricing may result in net asset values that are higher or lower than net asset values based on the last reported sales price or latest quoted bid price. On October 31, 2021, such fair value pricing was not used in pricing foreign securities.
Allspring Special International Small Cap Fund | 19
Notes to financial statements
Investments in registered open-end investment companies are valued at net asset value. Interests in non-registered investment companies that are redeemable at net asset value are fair valued normally at net asset value.
Investments which are not valued using any of the methods discussed above are valued at their fair value, as determined in good faith by the Board of Trustees. The Board of Trustees has established a Valuation Committee comprised of the Trustees and has delegated to it the authority to take any actions regarding the valuation of portfolio securities that the Valuation Committee deems necessary or appropriate, including determining the fair value of portfolio securities, unless the determination has been delegated to the Allspring Global Investments Pricing Committee. The Board of Trustees retains the authority to make or ratify any valuation decisions or approve any changes to the Valuation Procedures as it deems appropriate. On a quarterly basis, the Board of Trustees receives reports on any valuation actions taken by the Valuation Committee or the Allspring Global Investments Pricing Committee which may include items for ratification.
Foreign currency translation
The accounting records of the Fund are maintained in U.S. dollars. The values of other assets and liabilities denominated in foreign currencies are translated into U.S. dollars at rates provided by an independent foreign currency pricing source at a time each business day specified by the Allspring Global Investments Pricing Committee. Purchases and sales of securities, and income and expenses are converted at the rate of exchange on the respective dates of such transactions. Net realized foreign exchange gains or losses arise from sales of foreign currencies, currency gains or losses realized between the trade and settlement dates on securities transactions, and the difference between the amounts of dividends, interest and foreign withholding taxes recorded and the U.S. dollar equivalent of the amounts actually paid or received. Net unrealized foreign exchange gains and losses arise from changes in the fair value of assets and liabilities other than investments in securities resulting from changes in exchange rates. The changes in net assets arising from changes in exchange rates of securities and the changes in net assets resulting from changes in market prices of securities are not separately presented. Such changes are included in net realized and unrealized gains or losses from investments.
Securities lending
The Fund may lend its securities from time to time in order to earn additional income in the form of fees or interest on securities received as collateral or the investment of any cash received as collateral. When securities are on loan, the Fund receives interest or dividends on those securities. Cash collateral received in connection with its securities lending transactions is invested in Securities Lending Cash Investments, LLC (the "Securities Lending Fund"). Investments in Securities Lending Fund are valued at the evaluated bid price provided by an independent pricing service. Income earned from investment in the Securities Lending Fund (net of fees and rebates), if any, is included in income from affiliated securities on the Statement of Operations.
In a securities lending transaction, the net asset value of the Fund is affected by an increase or decrease in the value of the securities loaned and by an increase or decrease in the value of the instrument in which collateral is invested. The amount of securities lending activity undertaken by the Fund fluctuates from time to time. The Fund has the right under the lending agreement to recover the securities from the borrower on demand. In the event of default or bankruptcy by the borrower, the Fund may be prevented from recovering the loaned securities or gaining access to the collateral or may experience delays or costs in doing so. In such an event, the terms of the agreement allow the unaffiliated securities lending agent to use the collateral to purchase replacement securities on behalf of the Fund or pay the Fund the market value of the loaned securities. The Fund bears the risk of loss with respect to depreciation of its investment of the cash collateral.
Security transactions and income recognition
Securities transactions are recorded on a trade date basis. Realized gains or losses are recorded on the basis of identified cost.
Dividend income is recognized on the ex-dividend date, except for certain dividends from foreign securities, which are recorded as soon as the custodian verifies the ex-dividend date. Dividend income is recorded net of foreign taxes withheld where recovery of such taxes is not assured.
Distributions to shareholders
Distributions to shareholders from net investment income and any net realized gains are recorded on the ex-dividend date and paid at least annually. Such distributions are determined in accordance with income tax regulations and may differ from U.S. generally accepted accounting principles. Dividend sources are estimated at the time of declaration. The tax character of distributions is determined as of the Fund's fiscal year end. Therefore, a portion of the Fund's distributions made prior to the Fund’s fiscal year end may be categorized as a tax return of capital at year end.
20 | Allspring Special International Small Cap Fund
Notes to financial statements
Federal and other taxes
The Fund intends to continue to qualify as a regulated investment company by distributing substantially all of its investment company taxable income and any net realized capital gains (after reduction for capital loss carryforwards) sufficient to relieve it from all, or substantially all, federal income taxes. Accordingly, no provision for federal income taxes was required.
The Fund’s income and federal excise tax returns and all financial records supporting those returns for the fiscal years since commencement of operations are subject to examination by the federal and Delaware revenue authorities. Management has analyzed the Fund’s tax positions taken on federal, state, and foreign tax returns for all open tax years and does not believe that there are any uncertain tax positions that require recognition of a tax liability.
As of October 31, 2021, the aggregate cost of all investments for federal income tax purposes was $57,159,183 and the unrealized gains (losses) consisted of:
| Gross unrealized gains | $ 2,534,195 |
| Gross unrealized losses | (3,056,142) |
| Net unrealized losses | $ (521,947) |
Class allocations
The separate classes of shares offered by the Fund differ principally in administration fees. Class specific expenses are charged directly to that share class. Investment income, common fund-level expenses, and realized and unrealized gains (losses) on investments are allocated daily to each class of shares based on the relative proportion of net assets of each class.
3. FAIR VALUATION MEASUREMENTS
Fair value measurements of investments are determined within a framework that has established a fair value hierarchy based upon the various data inputs utilized in determining the value of the Fund’s investments. The three-level hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The Fund’s investments are classified within the fair value hierarchy based on the lowest level of input that is significant to the fair value measurement. The inputs are summarized into three broad levels as follows:
| ■ | Level 1 – quoted prices in active markets for identical securities |
| ■ | Level 2 – other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.) |
| ■ | Level 3 – significant unobservable inputs (including the Fund’s own assumptions in determining the fair value of investments) |
The inputs or methodologies used for valuing investments in securities are not necessarily an indication of the risk associated with investing in those securities.
Allspring Special International Small Cap Fund | 21
Notes to financial statements
The following is a summary of the inputs used in valuing the Fund’s assets and liabilities as of October 31, 2021:
| Quoted prices (Level 1) | Other significant observable inputs (Level 2) | Significant unobservable inputs (Level 3) | Total | |
| Assets | ||||
| Investments in: | ||||
| Common stocks | ||||
| Australia | $ 3,778,028 | $0 | $0 | $ 3,778,028 |
| Austria | 659,903 | 0 | 0 | 659,903 |
| Belgium | 1,924,697 | 0 | 0 | 1,924,697 |
| Canada | 2,797,138 | 0 | 0 | 2,797,138 |
| France | 2,681,271 | 0 | 0 | 2,681,271 |
| Germany | 5,405,720 | 0 | 0 | 5,405,720 |
| Ireland | 543,564 | 0 | 0 | 543,564 |
| Italy | 4,046,676 | 0 | 0 | 4,046,676 |
| Japan | 11,697,273 | 0 | 0 | 11,697,273 |
| Luxembourg | 627,252 | 0 | 0 | 627,252 |
| Netherlands | 1,584,410 | 0 | 0 | 1,584,410 |
| Norway | 720,614 | 0 | 0 | 720,614 |
| Spain | 2,676,533 | 0 | 0 | 2,676,533 |
| Sweden | 2,154,650 | 0 | 0 | 2,154,650 |
| Switzerland | 1,667,848 | 0 | 0 | 1,667,848 |
| United Kingdom | 13,185,878 | 0 | 0 | 13,185,878 |
| Short-term investments | ||||
| Investment companies | 485,781 | 0 | 0 | 485,781 |
| Total assets | $56,637,236 | $0 | $0 | $56,637,236 |
Additional sector, industry or geographic detail, if any, is included in the Portfolio of Investments.
For the year ended October 31, 2021, the Fund did not have any transfers into/out of Level 3.
4. TRANSACTIONS WITH AFFILIATES
Management fee
Allspring Funds Management, a wholly owned subsidiary of Allspring Global Investments Holdings, LLC, a holding company indirectly owned by Wells Fargo & Company as of October 31, 2021, is the manager of the Fund and provides advisory and fund-level administrative services under an investment management agreement. Under the investment management agreement, Allspring Funds Management is responsible for, among other services, implementing the investment objectives and strategies of the Fund, supervising the subadviser and providing fund-level administrative services in connection with the Fund’s operations. As compensation for its services under the investment management agreement, Allspring Funds Management is entitled to receive a management fee at the following annual rate based on the Fund’s average daily net assets:
| Average daily net assets | Management fee |
| First $500 million | 0.950% |
| Next $500 million | 0.925 |
| Next $1 billion | 0.900 |
| Next $2 billion | 0.875 |
| Next $1 billion | 0.850 |
| Next $5 billion | 0.840 |
| Over $10 billion | 0.830 |
For the year ended October 31, 2021, the management fee was equivalent to an annual rate of 0.95% of the Fund’s average daily net assets.
22 | Allspring Special International Small Cap Fund
Notes to financial statements
Allspring Funds Management has retained the services of a subadviser to provide daily portfolio management to the Fund. The fee for subadvisory services is borne by Allspring Funds Management. Allspring Global Investments, LLC ("Allspring Investments"), an affiliate of Allspring Funds Management and a wholly owned subsidiary of Allspring Global Investments Holdings, LLC, is the subadviser to the Fund and is entitled to receive a fee from Allspring Funds Management at an annual rate starting at 0.55% and declining to 0.40% as the average daily net assets of the Fund increase.
Administration fees
Under a class-level administration agreement, Allspring Funds Management provides class-level administrative services to the Fund, which includes paying fees and expenses for services provided by the transfer agent, sub-transfer agents, omnibus account servicers and record-keepers. As compensation for its services under the class-level administration agreement, Allspring Funds Management receives an annual fee which is calculated based on the average daily net assets of each class as follows:
| Class-level administration fee | |
| Class R6 | 0.03% |
| Institutional Class | 0.13 |
Waivers and/or expense reimbursements
Allspring Funds Management has contractually committed to waive and/or reimburse management and administration fees to the extent necessary to maintain certain net operating expense ratios for the Fund. When each class of the Fund has exceeded its expense cap, Allspring Funds Management will waive fees and/or reimburse expenses from fund-level expenses on a proportionate basis and then from class specific expenses. When only certain classes exceed their expense caps, waivers and/or reimbursements are applied against class specific expenses before fund-level expenses. Allspring Funds Management has contractually committed through February 28, 2022 to waive fees and/or reimburse expenses to the extent necessary to cap expenses. Prior to or after the commitment expiration date, the caps may be increased or the commitment to maintain the caps may be terminated only with the approval of the Board of Trustees. The contractual expense caps are as follows:
| Expense ratio caps | |
| Class R6 | 0.95% |
| Institutional Class | 1.05 |
Interfund transactions
The Fund may purchase or sell portfolio investment securities to certain affiliates pursuant to Rule 17a-7 under the 1940 Act and under procedures adopted by the Board of Trustees. The procedures have been designed to ensure that these interfund transactions, which do not incur broker commissions, are effected at current market prices. Pursuant to these procedures, the Fund had $0, $167,987 and $(14,182) in interfund purchases, sales and net realized gains (losses), respectively, during the year ended October 31, 2021.
5. INVESTMENT PORTFOLIO TRANSACTIONS
Purchases and sales of investments, excluding U.S. government obligations (if any) and short-term securities, for the year ended October 31, 2021 were $54,773,177 and $3,766,792, respectively.
6. SECURITIES LENDING TRANSACTIONS
The Fund lends its securities through an unaffiliated securities lending agent and receives collateral in the form of cash or securities with a value at least equal to the value of the securities on loan. The value of the loaned securities is determined at the close of each business day and any increases or decreases in the required collateral are exchanged between the Fund and the counterparty on the next business day. Cash collateral received is invested in the Securities Lending Fund which seeks to provide a positive return compared to the daily Federal Funds Open Rate by investing in high-quality, U.S. dollar-denominated short-term money market instruments and is exempt from registration under Section 3(c)(7) of the 1940 Act. Securities Lending Fund is managed by Allspring Funds Management and is subadvised by Allspring Investments. Allspring Funds Management receives an advisory fee starting at 0.05% and declining to 0.01% as the average daily net assets of the Securities Lending Fund increase. All of the fees received by Allspring Funds Management are paid to Allspring Investments for its services as subadviser.
Allspring Special International Small Cap Fund | 23
Notes to financial statements
In the event of counterparty default or the failure of a borrower to return a loaned security, the Fund has the right to use the collateral to offset any losses incurred. As of October 31, 2021, the Fund had securities lending transactions with the following counterparties which are subject to offset:
| Counterparty | Value of securities on loan | Collateral received1 | Net amount |
| Barclays Capital Incorporated | $324,720 | $(324,720) | $0 |
1 Collateral received within this table is limited to the collateral for the net transaction with the counterparty.
7. BANK BORROWINGS
The Trust (excluding the money market funds), Allspring Master Trust and Allspring Variable Trust are parties to a $350,000,000 revolving credit agreement whereby the Fund is permitted to use bank borrowings for temporary or emergency purposes, such as to fund shareholder redemption requests. Interest under the credit agreement is charged to the Fund based on a borrowing rate equal to the higher of the Federal Funds rate in effect on that day plus 1.25% or the overnight bank funding rate in effect on that day plus 1.25%. In addition, an annual commitment fee equal to 0.25% of the unused balance is allocated to each participating fund.
For the year ended October 31, 2021, there were no borrowings by the Fund under the agreement.
8. DISTRIBUTIONS TO SHAREHOLDERS
The tax character of distributions paid during the years ended October 31, 2021 and October 31, 2020 were as follows:
| Year ended October 31 | ||
| 2021 | 2020 | |
| Ordinary income | $25,952 | $128,665 |
| Long-term capital gain | 20,020 | 0 |
As of October 31, 2021, the components of distributable earnings on a tax basis were as follows:
| Undistributed ordinary income | Undistributed long-term gain | Unrealized losses |
| $608,855 | $161,808 | $(523,585) |
9. CONCENTRATION RISK
A fund with a concentration of ownership may be more affected by the investment activity of those shareholders than would be a fund that does not have any ownership concentration. As of October 31, 2021, Allspring Funds Management owned 89% of Class R6 and 89% of the Institutional Class of the Fund.
10. INDEMNIFICATION
Under the Fund's organizational documents, the officers and Trustees have been granted certain indemnification rights against certain liabilities that may arise out of performance of their duties to the Fund. The Fund has entered into a separate agreement with each Trustee that converts indemnification rights currently existing under the Fund’s organizational documents into contractual rights that cannot be changed in the future without the consent of the Trustee. Additionally, in the normal course of business, the Fund may enter into contracts with service providers that contain a variety of indemnification clauses. The Fund’s maximum exposure under these arrangements is dependent on future claims that may be made against the Fund and, therefore, cannot be estimated.
11. CORONAVIRUS (COVID-19) PANDEMIC
On March 11, 2020, the World Health Organization announced that it had made the assessment that coronavirus disease 2019 (“COVID-19”) is a pandemic. The impacts of COVID-19 are affecting the entire global economy, individual companies and investment products, the funds, and the market in general. There is significant uncertainty around the extent and duration of
24 | Allspring Special International Small Cap Fund
Notes to financial statements
business disruptions related to COVID-19 and the impacts may last for an extended period of time. COVID-19 has led to significant uncertainty and volatility in the financial markets.
12. SUBSEQUENT EVENTS
Effective on November 1, 2021, the sale transaction of Wells Fargo Asset Management by Wells Fargo & Company to GTCR LLC and Reverence Capital Partners, L.P. was closed. In connection with the closing of the transaction, Wells Fargo Asset Management became known as Allspring Global Investments (“Allspring”) and various entities that provide services to the Fund changed their names to “Allspring”, including Allspring Funds Management, LLC (formerly Wells Fargo Funds Management, LLC), the investment manager to the Fund, Allspring Global Investments, LLC (formerly Wells Capital Management, LLC) and Allspring Global Investments (UK) Limited (formerly Wells Fargo Asset Management (International) Limited), both registered investment advisers providing subadvisory services to certain funds, and Allspring Funds Distributor, LLC (formerly Wells Fargo Funds Distributor, LLC), the Fund's principal underwriter. These name changes have been reflected within this report.
Allspring Special International Small Cap Fund | 25
Report of independent registered public accounting firm
To the Shareholders of the Fund and Board of Trustees
Allspring Funds Trust:
Allspring Funds Trust:
Opinion on the Financial Statements
We have audited the accompanying statement of assets and liabilities of Allspring Special International Small Cap Fund (formerly, Wells Fargo Special International Small Cap Fund) (the Fund), one of the funds constituting Allspring Funds Trust (formerly, Wells Fargo Funds Trust), including the portfolio of investments, as of October 31, 2021, the related statement of operations for the year then ended, the statements of changes in net assets for each of the years in the two-year period then ended, and the related notes (collectively, the financial statements) and the financial highlights for each of the years in the two-year period then ended and the period from May 31, 2019 (commencement of operations) to October 31, 2019. In our opinion, the financial statements and financial highlights present fairly, in all material respects, the financial position of the Fund as of October 31, 2021, the results of its operations for the year then ended, the changes in its net assets for each of the years in the two-year period then ended, and the financial highlights for each of the years in the two-year period then ended and the period from May 31, 2019 to October 31, 2019, in conformity with U.S. generally accepted accounting principles.
Basis for Opinion
These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Fund in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements and financial highlights, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements and financial highlights. Such procedures also included confirmation of securities owned as of October 31, 2021, by correspondence with the custodian, transfer agent and brokers, or by other appropriate auditing procedures. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements and financial highlights. We believe that our audits provide a reasonable basis for our opinion.
We have not been able to determine the specific year that we began serving as the auditor of one or more Allspring Funds investment companies; however, we are aware that we have served as the auditor of one or more Allspring Funds investment companies since at least 1955.
Boston, Massachusetts
December 23, 2021
26 | Allspring Special International Small Cap Fund
Other information (unaudited)
TAX INFORMATION
Pursuant to Section 852 of the Internal Revenue Code, $20,020 was designated as a 20% rate gain distribution for the fiscal year ended October 31, 2021.
Pursuant to Section 854 of the Internal Revenue Code, $21,235 of income dividends paid during the fiscal year ended October 31, 2021 has been designated as qualified dividend income (QDI).
For the fiscal year ended October 31, 2021, $337 has been designated as interest-related dividends for nonresident alien shareholders pursuant to Section 871 of the Internal Revenue Code.
Pursuant to Section 853 of the Internal Revenue Code, the Fund expects to designate amounts as foreign taxes paid for the fiscal year ended October 31, 2021. Additional details will be available in the semiannual report.
PROXY VOTING INFORMATION
A description of the policies and procedures used to determine how to vote proxies relating to portfolio securities is available without charge, upon request, by calling 1-800-222-8222, visiting our website at allspringglobal.com, or visiting the SEC website at sec.gov. Information regarding how the proxies related to portfolio securities were voted during the most recent 12-month period ended June 30 is available on the website at allspringglobal.com or by visiting the SEC website at sec.gov.
SPECIAL MEETING OF SHAREHOLDERS
On August 16, 2021, a Special Meeting of Shareholders for the Fund was held to consider the following proposals. The results of the proposals are indicated below.
Proposal 1 – To consider and approve a new investment management agreement with Wells Fargo Funds Management, LLC*.
| Shares voted “For” | 500,000 |
| Shares voted “Against” | 0 |
| Shares voted “Abstain” | 0 |
Proposal 2 – To consider and approve a new investment subadvisory agreement with Wells Capital Management, LLC**.
| Shares voted “For” | 500,000 |
| Shares voted “Against” | 0 |
| Shares voted “Abstain” | 0 |
* Effective November 1, 2021, known as Allspring Funds Management, LLC.
** Effective November 1, 2021, known as Allspring Global Investments, LLC.
QUARTERLY PORTFOLIO HOLDINGS INFORMATION
The Fund files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year as an exhibit to its reports on Form N-PORT. Shareholders may view the filed Form N-PORT by visiting the SEC website at sec.gov.
Allspring Special International Small Cap Fund | 27
Other information (unaudited)
BOARD OF TRUSTEES AND OFFICERS
Each of the Trustees and Officers listed in the table below acts in identical capacities for each fund in the Allspring family of funds, which consists of 139 mutual funds comprising the Allspring Funds Trust, Allspring Variable Trust, Allspring Master Trust and four closed-end funds (collectively the “Fund Complex”). This table should be read in conjunction with the Prospectus and the Statement of Additional Information1. The mailing address of each Trustee and Officer is 525 Market Street, 12th Floor, San Francisco, CA 94105. Each Trustee and Officer serves an indefinite term, however, each Trustee serves such term until reaching the mandatory retirement age established by the Trustees.
Independent Trustees
| Name and year of birth | Position held and length of service* | Principal occupations during past five years or longer | Current other public company or investment company directorships |
| 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 Endowment (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 |
| Isaiah Harris, Jr. (Born 1952) | Trustee, since 2009; Audit Committee Chair, since 2019 | Retired. Chairman of the Board of CIGNA Corporation since 2009, and Director since 2005. 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). Mr. Harris is a certified public accountant (inactive status). | CIGNA Corporation |
| Judith M. Johnson** (Born 1949) | Trustee, since 2008 | Retired. Prior thereto, Chief Executive Officer and Chief Investment Officer of Minneapolis Employees Retirement Fund from 1996 to 2008. Ms. Johnson is an attorney, certified public accountant and a certified managerial accountant. | N/A |
| David F. Larcker (Born 1950) | Trustee, since 2009 | 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 |
28 | Allspring Special International Small Cap Fund
Other information (unaudited)
| Name and year of birth | Position held and length of service* | Principal occupations during past five years or longer | Current other public company or investment company directorships |
| Olivia S. Mitchell (Born 1953) | Trustee, since 2006; Nominating and Governance Committee Chair, since 2018 | International Foundation of Employee Benefit Plans Professor, Wharton School of the University of Pennsylvania since 1993. 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, Cornell University Professor 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. Member of the Board of Trustees of NorthStar Education Finance, Inc., a non-profit organization, since 2007. | N/A |
| 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 | Board member of the Destination Medical Center Economic Development Agency, Rochester, Minnesota since 2019. Interim President of the McKnight Foundation from January to September 2020. Acting Commissioner, Minnesota Department of Human Services, July 2019 through September 2019. Human Services Manager (part-time), Minnesota Department of Human Services, October 2019 through December 2019. Chief Operating Officer, Twin Cities Habitat for Humanity from 2017 to 2019. Vice President of University Services, University of Minnesota from 2012 to 2016. Prior thereto, on the Board of Directors, Governance Committee and Finance Committee for the Minnesota Philanthropy Partners (Saint Paul Foundation) from 2012 to 2018, Interim Chief Executive Officer of Blue Cross Blue Shield of Minnesota from 2011 to 2012, Chairman of the Board from 2009 to 2012 and Board Director from 2003 to 2015. Vice President, Leadership and Community Engagement, Bush Foundation, Saint Paul, Minnesota (a private foundation) from 2009 to 2011. Executive Vice President and Chief Financial Officer, Minnesota Sports and Entertainment from 2004 to 2009 and Senior Vice President from 2002 to 2004. Executive Vice President of the Minnesota Wild Foundation from 2004 to 2008. Commissioner of Finance, State of Minnesota, from 1999 to 2002. Currently Board Chair of the Minnesota Wild Foundation since 2010. | N/A |
* Length of service dates reflect the Trustee’s commencement of service with the Trust’s predecessor entities, where applicable.
** Ms. Johnson has resigned from the Board effective December 31, 2021.
Allspring Special International Small Cap Fund | 29
Other information (unaudited)
Officers2
| Name and year of birth | Position held and length of service | Principal occupations during past five years or longer |
| Andrew Owen (Born 1960) | President, since 2017 | President, Chief Executive Officer and Director of Allspring Funds Management, LLC since 2017 and co-president of Galliard Capital Management, LLC, an affiliate of Allspring Funds Management, LLC, since 2019. Prior thereto, 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. In addition, Mr. Owen was an Executive Vice President of Wells Fargo & Company from 2014 to 2021. |
| 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. |
| Kate McKinley (Born 1977) | Chief Legal Officer and Chief Compliance Officer, since 2021 | Chief Legal Officer of Allspring Global Investments since 2021. Prior thereto, held various roles at State Street Global Advisors, Inc. beginning in 2010, including serving as Senior Vice President and General Counsel from 2019 to 2021. Previously served as Assistant General Counsel for Bank of America Corporation from 2005 to 2010 and as an Associate at WilmerHale from 2002 to 2005. |
| Matthew Prasse (Born 1983) | 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 The Statement of Additional Information includes additional information about the Trustees and is available, without charge, upon request, by calling 1-800-222-8222 or by visiting the website at allspringglobal.com.
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.
30 | Allspring Special International Small Cap Fund
Board considerations (unaudited)
BOARD CONSIDERATION OF INVESTMENT MANAGEMENT AND SUB-ADVISORY AGREEMENTS:
Board Considerations – Current Agreements in Effect Through November 1, 2021
Under the Investment Company Act of 1940 (the “1940 Act”), the Board of Trustees (the “Board”) of Wells Fargo Funds Trust (the “Trust”) must determine annually whether to approve the continuation of the Trust’s investment management and sub-advisory agreements. In this regard, at a Board meeting held on May 17-19, 2021 (the “Meeting”), the Board, all the members of which have no direct or indirect interest in the investment management and sub-advisory agreements and are not “interested persons” of the Trust, as defined in the 1940 Act (the “Independent Trustees”), reviewed and approved for Wells Fargo Special International Small Cap Fund (the “Fund”): (i) an investment management agreement (the “Management Agreement”) with Wells Fargo Funds Management, LLC (“Funds Management”); and (ii) an investment sub-advisory agreement (the “Sub-Advisory Agreement”) with Wells Capital Management Incorporated (the “Sub-Adviser”), an affiliate of Funds Management. The Management Agreement and the Sub-Advisory Agreement are collectively referred to as the “Advisory Agreements.”
The Board noted that Wells Fargo & Company recently announced that it had entered into a definitive agreement to sell Wells Fargo Asset Management (“WFAM”), which includes Funds Management and the Sub-Adviser, to GTCR LLC and Reverence Capital Partners, L.P. and/or their affiliates (the “Transaction”). The Board further noted that the Transaction would result in a change-of-control of Funds Management and the Sub-Adviser, which would be considered to be an assignment that would result in the termination of the Advisory Agreements. In light of the Transaction, the Board separately considered for approval a new investment management agreement with Funds Management and a new sub-advisory agreement with the Sub-Adviser (the “New Agreements”) that would replace the Advisory Agreements upon consummation of the Transaction, subject to approval of the New Agreements by the Fund’s shareholders. The Board also considered for approval interim agreements to go into effect in the event shareholders do not approve the New Agreements before the Transaction is completed. The interim agreements would allow the Manager and the Sub-Adviser to continue providing services to the Fund while the Fund continues to seek shareholder approval of the New Agreements. The Board noted that the terms of the interim agreements would be identical to those of the current Advisory Agreements, except for the term and certain escrow provisions.
At the Meeting, the Board considered the factors and reached the conclusions described below relating to the selection of Funds Management and the Sub-Adviser and the approval of the Advisory Agreements. Prior to the Meeting, including at Board meetings held in April and May 2021, the Trustees conferred extensively among themselves and with representatives of Funds Management about these matters. Also, the Board has adopted a team-based approach, with each team consisting of a sub-set of Trustees, to assist the full Board in the discharge of its duties in reviewing investment performance and other matters throughout the year. The Independent Trustees were assisted in their evaluation of the Advisory Agreements by independent legal counsel, from whom they received separate legal advice and with whom they met separately.
In providing information to the Board, Funds Management and the Sub-Adviser were guided by a detailed set of requests for information submitted to them by independent legal counsel on behalf of the Independent Trustees at the start of the Board’s annual contract renewal process earlier in 2021. In considering and approving the Advisory Agreements, the Trustees considered the information they believed relevant, including but not limited to the information discussed below. The Board considered not only the specific information presented in connection with the Meeting, but also the knowledge gained over time through interaction with Funds Management and the Sub-Adviser about various topics. In this regard, the Board reviewed reports of Funds Management at each of its quarterly meetings, which included, among other things, portfolio reviews and investment performance reports. In addition, the Board and the teams mentioned above confer with portfolio managers at various times throughout the year. The Board did not identify any particular information or consideration that was all-important or controlling, and each individual Trustee may have attributed different weights to various factors.
After its deliberations, the Board unanimously determined that the compensation payable to Funds Management and the Sub-Adviser under each of the Advisory Agreements was reasonable, and approved the continuation of the Advisory Agreements for a one-year term. The Board considered the approval of the Advisory Agreements for the Fund as part of its consideration of agreements for funds across the complex, but its approvals were made on a fund-by-fund basis. The following summarizes a number of important, but not necessarily all, factors considered by the Board in support of its approvals.
Nature, extent and quality of services
The Board received and considered various information regarding the nature, extent and quality of services provided to the Fund by Funds Management and the Sub-Adviser under the Advisory Agreements. This information included a description of the investment advisory services and Fund-level administrative services covered by the Management Agreement, as well as, among other things, a summary of the background and experience of senior management of WFAM, of which Funds Management and the Sub-Adviser are a part, and a summary of investments made in the business of WFAM. The Board also received a description of
Allspring Special International Small Cap Fund | 31
Board considerations (unaudited)
Funds Management’s and the Sub-Adviser’s business continuity plans, including a summary of the performance of such plans and any changes thereto during the COVID-19 pandemic, and of their approaches to data privacy and cybersecurity. The Board also received and reviewed information about Funds Management’s role as administrator of the Fund’s liquidity risk management program, Funds Management’s approach to risk management, and Funds Management’s intermediary and vendor oversight program.
The Board also considered the qualifications, background, tenure and responsibilities of each of the portfolio managers primarily responsible for the day-to-day portfolio management of the Fund. The Board evaluated the ability of Funds Management and the Sub-Adviser to attract and retain qualified investment professionals, including research, advisory and supervisory personnel. The Board further considered the compliance programs and compliance records of Funds Management and the Sub-Adviser. In addition, the Board took into account the full range of services provided to the Fund by Funds Management and its affiliates. The Board also considered information about retention and back-up arrangements that have been put into place with respect to key personnel of WFAM in connection with the anticipated Transaction, noting that WFAM provided assurances that the announcement and eventual culmination of the Transaction is not expected to result in any diminution in the nature or quality of services provided to the Fund.
Fund investment performance and expenses
The Board considered the investment performance results for the Fund for the one-year period ended December 31, 2020. The Board considered these results in comparison to the investment performance of funds in a universe that was determined by Broadridge Inc. (“Broadridge”) to be similar to the Fund (the “Universe”), and in comparison to the Fund’s benchmark index and to other comparative data. Broadridge is an independent provider of investment company data. The Board received a description of the methodology used by Broadridge to select the mutual funds in the performance Universe. The Board noted that the Fund had recently commenced operations and that the investment performance of the Fund (Administrator Class) was higher than the average investment performance of the Universe for the one-year period ended December 31, 2020. The Board also noted that the investment performance of the Fund was lower than its benchmark index, the MSCI World ex US Small Cap Index (Net), for the one-year period ended December 31, 2020.
The Board also received and considered information regarding the Fund’s net operating expense ratios and their various components, including actual management fees, custodian and other non-management fees, and Rule 12b-1 and non-Rule 12b-1 shareholder service fees. The Board considered these ratios in comparison to the median ratios of funds in class-specific expense groups that were determined by Broadridge to be similar to the Fund (the “Groups”). The Board received a description of the methodology used by Broadridge to select the mutual funds in the expense Groups and an explanation of how funds comprising expense groups and their expense ratios may vary from year-to-year. Based on the Broadridge reports, the Board noted that the net operating expense ratios of the Fund were lower than the median net operating expense ratios of the expense Groups for all share classes.
The Board took into account the Fund’s investment performance and expense information provided to it among the factors considered in deciding to re-approve the Advisory Agreements.
Investment management and sub-advisory fee rates
The Board reviewed and considered the contractual fee rates payable by the Fund to Funds Management under the Management Agreement, as well as the contractual fee rates payable by the Fund to Funds Management for class-level administrative services under a Class-Level Administration Agreement, which include, among other things, class-level transfer agency and sub-transfer agency costs (collectively, the “Management Rates”). The Board also reviewed and considered the contractual investment sub-advisory fee rates that are payable by Funds Management to the Sub-Adviser for investment sub-advisory services.
Among other information reviewed by the Board was a comparison of the Fund’s Management Rates with the average contractual investment management fee rates of funds in the expense Groups at a common asset level as well as transfer agency costs of the funds in the expense Groups. The Board noted that the Management Rates of the Fund were lower than or in range of the sum of these average rates for the Fund’s expense Groups for all share classes.
The Board also received and considered information about the portion of the total management fee that was retained by Funds Management after payment of the fee to the Sub-Adviser for sub-advisory services. In assessing the reasonableness of this amount, the Board received and evaluated information about the nature and extent of responsibilities retained and risks assumed by Funds Management and not delegated to or assumed by the Sub-Adviser, and about Funds Management’s on-going oversight services. Given the affiliation between Funds Management and the Sub-Adviser, the Board ascribed limited relevance to the allocation of fees between them.
32 | Allspring Special International Small Cap Fund
Board considerations (unaudited)
The Board also received and considered information about the nature and extent of services offered and fee rates charged by Funds Management and the Sub-Adviser to other types of clients with investment strategies similar to those of the Fund. In this regard, the Board received information about the significantly greater scope of services, and compliance, reporting and other legal burdens and risks of managing proprietary mutual funds compared with those associated with managing assets of other types of clients, including third-party sub-advised fund clients and non-mutual fund clients such as institutional separate accounts.
Based on its consideration of the factors and information it deemed relevant, including those described here, the Board determined that the compensation payable to Funds Management under the Management Agreement and to the Sub-Adviser under the Sub-Advisory Agreement was reasonable.
Profitability
The Board received and considered information concerning the profitability of Funds Management, as well as the profitability of both WFAM and Wells Fargo & Co. (“Wells Fargo”) from providing services to the fund family as a whole. The Board noted that the Sub-Adviser’s profitability information with respect to providing services to the Fund and other funds in the family was subsumed in the WFAM and Wells Fargo profitability analysis.
Funds Management reported on the methodologies and estimates used in calculating profitability, including a description of the methodology used to allocate certain expenses. Among other things, the Board noted that the levels of profitability reported on a fund-by-fund basis varied widely, depending on factors such as the size, type and age of fund.
Based on its review, the Board did not deem the profits reported by Funds Management, WFAM or Wells Fargo from services provided to the Fund to be at a level that would prevent it from approving the continuation of the Advisory Agreements.
Economies of scale
The Board received and considered information about the potential for Funds Management to experience economies of scale in the provision of management services to the Fund, the difficulties of calculating economies of scale at an individual fund level, and the extent to which potential scale benefits are shared with Fund shareholders. The Board noted the existence of breakpoints in the Fund’s management fee structure, which operate generally to reduce the Fund’s expense ratios as the Fund grows in size, and the size of the Fund in relation to such breakpoints. The Board considered that in addition to management fee breakpoints, Funds Management shares potential economies of scale from its management business in a variety of ways, including through fee waiver and expense reimbursement arrangements, competitive management fee rates set at the outset without regard to breakpoints, and investments in the business intended to enhance services available to shareholders.
The Board concluded that Funds Management’s arrangements with respect to the Fund, including contractual breakpoints, constituted a reasonable approach to sharing potential economies of scale with the Fund and its shareholders.
Other benefits to Funds Management and the Sub-Adviser
The Board received and considered information regarding potential “fall-out” or ancillary benefits received by Funds Management and its affiliates, including the Sub-Adviser, as a result of their relationships with the Fund. Ancillary benefits could include, among others, benefits directly attributable to other relationships with the Fund and benefits potentially derived from an increase in Funds Management’s and the Sub-Adviser’s business as a result of their relationships with the Fund. The Board noted that various affiliates of Funds Management may receive distribution-related fees, shareholder servicing payments and sub-transfer agency fees in respect of shares sold or held through them and services provided.
The Board also reviewed information about soft dollar credits earned and utilized by the Sub-Adviser, fees earned by Funds Management and the Sub-Adviser from managing a private investment vehicle for the fund family’s securities lending collateral, and commissions earned by an affiliated broker from portfolio transactions.
Based on its consideration of the factors and information it deemed relevant, including those described here, the Board did not find that any ancillary benefits received by Funds Management and its affiliates, including the Sub-Adviser, were unreasonable.
Conclusion
At the Meeting, after considering the above-described factors and based on its deliberations and its evaluation of the information described above, the Board unanimously determined that the compensation payable to Funds Management and the Sub-Adviser under each of the Advisory Agreements was reasonable, and approved the continuation of the Advisory Agreements for a one-year term.
Allspring Special International Small Cap Fund | 33
Board considerations (unaudited)
Board Considerations – New Agreements in Effect as of November 1, 2021
Overview of the Board evaluation process
At a meeting held on May 17-19, 2021 (the “Board Meeting”), the Board of Trustees (the “Board”) of Wells Fargo Funds Trust (the “Trust”, and the series identified below, the “Funds”) approved the continuation of each Fund’s current Investment Management Agreement (the “Current Investment Management Agreement”) and the current Sub-Advisory Agreements (the “Current Sub-Advisory Agreements”, and collectively, the “Current Agreements”).
| Wells Fargo Alternative Risk Premia Fund |
| Wells Fargo Global Investment Grade Credit Fund |
| Wells Fargo Low Volatility U.S. Equity Fund |
| Wells Fargo Municipal Sustainability Fund |
| Wells Fargo Special International Small Cap Fund |
Each Trustee on the Board is not an “interested person” (as defined in the Investment Company Act of 1940 (the “1940 Act”)) of the Funds (collectively, the “Independent Trustees”). The process followed by the Board in considering and approving the continuation of the Current Agreements is referred to herein as the “2021 Annual Approval Process.”
As noted above, the closing of the sale of Wells Fargo Asset Management (“WFAM”) to a holding company (“NewCo”) affiliated with private funds of GTCR LLC (“GTCR”) and of Reverence Capital Partners, L.P. (“Reverence Capital”, and such transaction, the “Transaction”) will result in a change of control of Wells Fargo Funds Management LLC (“Funds Management”), Wells Capital Management Incorporated (“Wells Capital”) and Wells Fargo Asset Management (International) Limited (“WFAM(I) Ltd.”, and together with Funds Management and Wells Capital, the “Advisers”), which will be considered to be an “assignment” of each Fund’s Current Agreements under the 1940 Act that will result in the automatic termination of each Fund’s Current Agreements. In light of the expected termination of each Fund’s Current Agreements upon the closing, at the Board Meeting the Board also considered and approved the New Agreements, which are: (i) a new Investment Management Agreement (the “New Investment Management Agreement”) between the Trust, on behalf of each Fund, and Funds Management; (ii) a new Sub-Advisory Agreement (the “New Wells Capital Sub-Advisory Agreement”) among the Trust, on behalf of each Fund, Funds Management and Wells Capital; and (iii) a new Sub-Advisory Agreement (the “New WFAM(I) Ltd Sub-Advisory Agreement”, and collectively, the “New Agreements”) among the Trust, on behalf of Wells Fargo Alternative Risk Premia Fund and Wells Fargo Global Investment Grade Credit Fund, Funds Management and WFAM(I) Ltd (together with Wells Capital, the “Sub-Advisers”), each of which is intended to go into effect upon the closing. The process followed by the Board in reviewing and approving the New Agreements is referred to herein as the “New Agreement Approval Process.”
At a series of meetings held in April and May 2021 (collectively, “April and May 2021 Meetings”) and at the Board Meeting, the Trustees conferred extensively among themselves and with senior representatives of Funds Management, GTCR and Reverence Capital about the New Agreements and related matters. The Board reviewed and discussed information furnished by Funds Management, GTCR and Reverence Capital that the Board considered reasonably necessary to evaluate the terms of the New Agreements and the services to be provided. At these meetings, senior representatives from Funds Management, GTCR and Reverence Capital made presentations to, and responded to questions from, the Board.
In providing information to the Board in connection with the 2021 annual approval process for the Current Agreements (the “2021 Annual Approval Process”) and the New Agreement Approval Process, Funds Management, GTCR and Reverence Capital (as applicable) were guided by requests for information submitted by independent legal counsel on behalf of the Independent Trustees. In considering and approving the New Agreements, the Trustees considered the information they believed relevant, including but not limited to the information discussed herein. The Board considered not only the specific information presented in connection with the April and May 2021 Meetings as well as the Board Meeting, but also the knowledge gained over time through interaction with Funds Management and the Sub-Advisers about various topics. In this regard, the Board reviews reports of Funds Management at each of its regular Board meetings, which includes, among other things, portfolio reviews and investment performance reports. In addition, the Board confers with portfolio managers at various times throughout the year. The Board was assisted in its evaluation of the New Agreements by independent legal counsel, from whom the Independent Trustees received separate legal advice and with whom the Independent Trustees met separately. The Board did not identify any particular information or consideration that was all-important or controlling, and each individual Trustee may have attributed different weights to various factors.
Among other information considered by the Board in connection with the Transaction was:
34 | Allspring Special International Small Cap Fund
Board considerations (unaudited)
| ■ | Information regarding the Transaction: information about the structure, financing sources and material terms and conditions of the Transaction, including the expected impact on the businesses conducted by the Advisers and by Wells Fargo Funds Distributor LLC, as the distributor of Fund shares. |
| ■ | Information regarding NewCo, GTCR and Reverence Capital: (i) information about NewCo, including information about its expected financial condition and access to capital, and senior leadership team; (ii) the experience of senior management at GTCR and Reverence Capital in acquiring portfolio companies; (iii) the plan to operationalize NewCo, including the transition of necessary infrastructure services through a transition services agreement with Wells Fargo under which Wells Fargo will continue to provide NewCo with certain services for a specified period of time after the closing; and (iv) information regarding regulatory matters, compliance, and risk management functions at NewCo, including resources to be dedicated thereto. |
| ■ | Impact of the Transaction on WFAM and Service Providers: (i) information regarding any changes to personnel and/or other resources of the Advisers as a result of the Transaction, including assurances regarding comparable and competitive compensation arrangements to attract and retain highly qualified personnel; and (ii) information about the organizational and operating structure with respect to NewCo, the Advisers and the Funds. |
| ■ | Impact of the Transaction on the Funds and their Shareholders: (i) information regarding anticipated benefits to the Funds as a result of the Transaction; (ii) a commitment that the Funds would not bear any expenses, directly or indirectly, in connection with the Transaction; (iii) confirmation that the Advisers intend to continue to manage the Funds in a manner consistent with each Fund’s current investment objectives and principal investments strategies; and (iv) a commitment that neither NewCo nor WFAM will take any steps that would impose any “unfair burden” (as that term is used in section 15(f)(1)(B) of the 1940 Act) on the Funds as a result of the Transaction. |
With respect to the New Agreements, the Board considered: (i) a representation that, after the closing, all of the Funds will continue to be managed and advised by their current Advisers, and that the same portfolio managers of the Sub-Advisers are expected to continue to manage the Funds after the Transaction; (ii) information regarding the terms of the New Agreements, including changes as compared to the Current Agreements; (iii) information confirming that the fee rates payable under the New Agreements will not increase as a result of the Transaction as compared to the rates under the Current Agreements; and (iv) assurances that the Transaction is not expected to cause any diminution with respect to the nature, extent and quality of any of the services currently provided to the Funds by the Advisers as a result of the Transaction.
In addition to considering information furnished specifically to evaluate the impact of the Transaction on the Funds and their respective shareholders in connection with the New Agreement Approval Process, the Board considered information furnished at prior meetings of the Board and its committees, including detailed information provided in connection with the 2021 Annual Approval Process. In this regard, in connection with the 2021 Annual Approval Process, the Board received information about complex-wide and individual Fund performance, fees and expenses, including: (i) a report from an independent data provider comparing the investment performance of each Fund to the investment performance of comparable funds and benchmark indices, over various time periods; (ii) a report from an independent data provider comparing each Fund’s total expense ratio (and its components) to those of comparable funds; (iii) comparative information concerning the fees charged and services provided by the Advisers to each Fund in managing other accounts (which may include other mutual funds, collective investment funds and institutional accounts), if any, that employ investment strategies and techniques similar to those used in managing such Fund(s); and (iv) profitability analyses of Funds Management, as well as the profitability of both WFAM and Wells Fargo from providing services to the fund family as a whole.
After its deliberations, the Board unanimously determined that the compensation payable to Funds Management and the Sub-Advisers under the New Agreements is reasonable, approved the New Agreements for a two-year term, and voted to recommend that Fund shareholders approve the New Agreements. The Board considered the approval of the New Agreements as part of its consideration of agreements for funds across the complex, but its approvals were made on a fund-by-fund basis. The following summarizes a number of important, but not necessarily all, factors considered by the Board in support of its approvals.
Nature, extent and quality of services
In connection with the 2021 Annual Approval Process, the Board received and considered various information regarding the nature, extent and quality of services provided to the Fund by Funds Management and the Sub-Advisers under the Advisory Agreements. This information included a description of the investment advisory services and Fund-level administrative services covered by the Current Management Agreement, as well as, among other things, a summary of the background and experience of senior management of WFAM, of which Funds Management and the Sub-Advisers are a part, and a summary of investments made in the business of WFAM. The Board also received a description of Funds Management’s and the Sub-Advisers’ business continuity plans, including a summary of the performance of such plans and any changes thereto during the COVID-19 pandemic, and of their approaches to data privacy and cybersecurity. The Board also received and reviewed information about Funds Management’s
Allspring Special International Small Cap Fund | 35
Board considerations (unaudited)
role as administrator of the Funds’ liquidity risk management program, Funds Management’s approach to risk management, and Funds Management’s intermediary and vendor oversight program.
In connection with the 2021 Annual Approval Process, the Board also considered the qualifications, background, tenure and responsibilities of each of the portfolio managers primarily responsible for the day-to-day portfolio management of the Funds. The Board evaluated the ability of Funds Management and the Sub-Advisers to attract and retain qualified investment professionals, including research, advisory and supervisory personnel.
In connection with the 2021 Annual Approval Process, the Board further considered the compliance programs and compliance records of Funds Management and the Sub-Advisers. In addition, the Board took into account the full range of services provided to the Fund by Funds Management and its affiliates.
In connection with the New Agreement Approval Process, the Board considered, among other information, the structure of the Transaction and expected impact, if any, of the Transaction on the operations, facilities, organization and personnel of the Advisers. The Board received assurances from the Advisers that each Fund will continue to be advised by its current Advisers after the closing, and that the same individual portfolio managers are expected to continue to manage the Funds after the closing. With respect to the recruitment and retention of key personnel, the Board noted information from GTCR, Reverence Capital and the Advisers regarding the potential benefits for employees of joining NewCo. The Board recognized that the personnel who had been extended offers may not accept such offers and personnel changes may occur in the future in the ordinary course.
In addition, the Board considered information regarding the infrastructure, operational capabilities and support staff in place to assist in the portfolio management and operations of the Funds, including the provision of administrative services, and the anticipated impact of the Transaction on such matters. The Board also considered the business-related and other risks to which the Advisers may be subject in managing the Funds and in connection with the Transaction. The Board also considered the transition and integration plans as a result of the change in ownership of the Advisers from Wells Fargo to NewCo. The Board considered the resources and infrastructure that NewCo intends to devote to its compliance program to ensure compliance with applicable laws and regulations, as well as its risk management program and cybersecurity program. The Board also took into account assurances received from the Advisers, GTCR and Reverence Capital that the Transaction is not expected to cause any diminution in the nature, extent and quality of services provided by the Advisers to the Funds and their shareholders.
Fund investment performance and expenses
In connection with the 2021 Annual Approval Process, the Board considered the investment performance results for each Fund over various time periods ended December 31, 2020. The Board considered these results in comparison to the investment performance of funds in a universe that was determined by Broadridge Inc. (“Broadridge”) to be similar to each Fund (the “Universe”), and in comparison to each Fund’s benchmark index and to other comparative data. Broadridge is an independent provider of investment company data. The Board received a description of the methodology used by Broadridge to select the mutual funds in the performance Universe. Where applicable, the Board received information concerning, and discussed factors contributing to, underperformance of Funds relative to the Universe and benchmark for any underperformance periods.
In connection with the 2021 Annual Approval Process, the Board also received and considered information regarding each Fund’s net operating expense ratios and their various components, including actual management fees, custodian and other non-management fees, and Rule 12b-1 and non-Rule 12b-1 shareholder service fees. The Board considered these ratios in comparison to the median ratios of funds in class-specific expense groups that were determined by Broadridge to be similar to the Fund (the “Groups”). The Board received a description of the methodology used by Broadridge to select the mutual funds in the expense Groups and an explanation of how funds comprising expense groups and their expense ratios may vary from year-to-year.
In connection with the New Agreement Approval Process, the Board received a commitment that WFAM will maintain fee and expense commitments for at least two years after the closing. The Board took into account each Fund’s investment performance and expense information among the factors considered in deciding to approve the New Agreements.
Investment management and sub-advisory fee rates
In connection with the 2021 Annual Approval Process, the Board reviewed and considered the contractual fee rates payable by each Fund to Funds Management under the Current Management Agreement, as well as the contractual fee rates payable by each Fund to Funds Management for class-level administrative services under a Class-Level Administration Agreement, which include, among other things, class-level transfer agency and sub-transfer agency costs (collectively, the “Management Rates”). The Board also reviewed and considered the contractual investment sub-advisory fee rates that are payable by Funds Management to each of the Sub-Advisers under the Current Sub-Advisory Agreements for investment sub-advisory services (the “Sub-Advisory Fee Rates”).
36 | Allspring Special International Small Cap Fund
Board considerations (unaudited)
Among other information reviewed by the Board in connection with the 2021 Annual Approval Process, was a comparison of each Fund’s Management Rates with the average contractual investment management fee rates of funds in the expense Groups at a common asset level as well as transfer agency costs of the funds in the expense Groups.
In connection with the 2021 Annual Approval Process, the Board also received and considered information about the portion of the total management fee that was retained by Funds Management after payment of the Sub-Advisory Fee Rates. In assessing the reasonableness of this amount, the Board received and evaluated information about the nature and extent of responsibilities retained and risks assumed by Funds Management and not delegated to or assumed by the Sub-Advisers, and about Funds Management’s on-going oversight services. Given the affiliation between Funds Management and the Sub-Advisers, the Board ascribed limited relevance to the allocation of fees between them.
In connection with the 2021 Annual Approval Process, the Board also received and considered information about the nature and extent of services offered and fee rates charged by Funds Management and the Sub-Advisers to other types of clients, if any, with investment strategies similar to those of each Fund. In this regard, the Board received information about the significantly greater scope of services, and compliance, reporting and other legal burdens and risks of managing proprietary mutual funds compared with those associated with managing assets of other types of clients, including third-party sub-advised fund clients and non-mutual fund clients such as institutional separate accounts.
In connection with the New Agreement Approval Process, the Board noted the assurances received by it that there would be no increases to any of the Management Rates or the Sub-Advisory Fee Rates as a result of the Transaction. The Board also considered that the New Agreements do not change the computation method for calculating such fees, and there is no present intention to reduce expense waiver and reimbursement arrangements that are currently in effect. Based on its consideration of the factors and information it deemed relevant, including those described here, the Board determined that the compensation payable to Funds Management under the New Management Agreement and to each of the Sub-Advisers under the New Sub-Advisory Agreements was reasonable.
Profitability
In connection with the 2021 Annual Approval Process, the Board received and considered information concerning the profitability of Funds Management, as well as the profitability of both WFAM and Wells Fargo from providing services to the fund family as a whole. The Board noted that the Sub-Advisers’ profitability information with respect to providing services to each Fund and other funds in the family was subsumed in the WFAM and Wells Fargo profitability analysis.
Funds Management reported on the methodologies and estimates used in calculating profitability in connection with the 2021 Annual Approval Process, including a description of the methodology used to allocate certain expenses. Among other things, the Board noted that the levels of profitability reported on a fund-by-fund basis varied widely, depending on factors such as the size, type and age of fund.
In connection with the New Agreement Approval Process, the Board received certain information about NewCo’s projected financial condition, and reviewed with senior representatives of Funds Management, GTCR and Reverence Capital the underlying assumptions on which such information was based. The Board considered that NewCo is a newly formed entity, with no historical operations, revenues or expenses, and that it is difficult to predict with any degree of certainty the future profitability of NewCo and the Advisers from advisory activities under the New Agreements. The Board considered that the fee rates payable under the New Agreements will not increase as a result of the Transaction as compared to the rates under the Current Agreements, and that the current contractual expense limitations applicable to each Fund will not increase. The Board noted that if the New Agreements are approved by shareholders and the Transaction closes, the Board will have the opportunity in the future to review the profitability of NewCo and the Advisers from advisory activities under the New Agreements.
Economies of scale
In connection with the 2021 Annual Approval Process, the Board received and considered information about the potential for Funds Management to experience economies of scale in the provision of management services to the Funds, the difficulties of calculating economies of scale at an individual fund level, and the extent to which potential scale benefits are shared with Fund shareholders. The Board noted the existence of breakpoints in each Fund’s management fee structure, which operate generally to reduce the Fund’s expense ratios as the Fund grows in size, and the size of the Fund in relation to such breakpoints. The Board considered that, in addition to management fee breakpoints, Funds Management shares potential economies of scale from its management business in a variety of ways, including through fee waiver and expense reimbursement arrangements, competitive management fee rates set at the outset without regard to breakpoints, and investments in the business intended to enhance services available to shareholders.
Allspring Special International Small Cap Fund | 37
Board considerations (unaudited)
In connection with the New Agreement Approval Process, the Board noted that NewCo and the Advisers may benefit from possible growth of the Funds resulting from enhanced distribution capabilities. However, the Board noted that other factors could also affect the potential for economies of scale, and that it was not possible to quantify any potential future economies of scale. Based upon the information furnished to the Board in connection with the 2021 Annual Approval Process and the New Agreement Approval Process, the Board concluded that Funds Management’s arrangements with respect to each Fund, including contractual breakpoints and expense limitation arrangements, constituted a reasonable approach to sharing potential economies of scale with the Fund and its shareholders.
“Fall-out” benefits to Funds Management and the Sub-Advisers
In connection with the 2021 Annual Approval Process, the Board received and considered information regarding potential “fall-out” or ancillary benefits received by Funds Management and its affiliates, including the Sub-Advisers, as a result of their relationships with the Funds. Ancillary benefits could include, among others, benefits directly attributable to other relationships with the Funds and benefits potentially derived from an increase in Funds Management’s and the Sub-Advisers’ business as a result of their relationships with the Funds. The Board noted that various current affiliates of Funds Management may receive distribution-related fees, shareholder servicing payments and sub-transfer agency fees in respect of shares sold or held through them and services provided.
In connection with the 2021 Annual Approval Process, the Board also reviewed information about soft dollar credits earned and utilized by the Sub-Advisers, fees earned by Funds Management and Wells Capital from managing a private investment vehicle for the fund family’s securities lending collateral, and commissions earned by an affiliated broker of Wells Fargo from portfolio transactions.
In connection with the New Agreement Approval Process, the Board received information to the effect that the Transaction is not expected to have a material impact on the fall-out benefits currently realized by Funds Management and its affiliates, including the Sub-Advisers. The information reviewed by the Board also noted that several of the ancillary benefits identified for WFAM would be potential ancillary benefits for NewCo, including that the scale and reputation of the Funds might benefit NewCo’s broader reputation, product initiatives, technology investment and talent acquisition. Based on its consideration of the factors and information it deemed relevant, including those described here, the Board did not find that any ancillary benefits expected to be received by Funds Management and its affiliates, including NewCo and the Sub-Advisers, under the New Agreements were unreasonable.
Conclusion
At the Board Meeting, after considering the above-described factors and based on its deliberations and its evaluation of the information described above, the Board unanimously determined that the compensation payable to Funds Management and to each of the Sub-Advisers under the New Agreements is reasonable, approved the New Agreements for a two-year term, and voted to recommend that Fund shareholders approve the New Agreements.
38 | Allspring Special International Small Cap Fund
Board considerations (unaudited)
Board Considerations - Interim Agreements (not in effect)
At a meeting held on May 17-19, 2021 (the “Board Meeting”), the Boards of Trustees (each, a “Board”, and collectively, the “Boards”) of Wells Fargo Funds Trust, Wells Fargo Master Trust, Wells Fargo Variable Trust, Wells Fargo Global Dividend Opportunity Fund, Wells Fargo Income Opportunities Fund, Wells Fargo Multi-Sector Income Fund and Wells Fargo Utilities and High Income Fund (each a “Trust”, and the series thereof, a “Fund”) reviewed and approved for the Trusts and Funds, as applicable: (i) interim investment management agreements (the “Interim Management Agreements”) with Wells Fargo Funds Management, LLC (“Funds Management”); (ii) interim investment advisory agreements (the “Interim Advisory Agreements”) with Funds Management; and (iii) interim sub-advisory agreements (the “Interim Sub-Advisory Agreements”) with each of Cooke & Bieler, L.P., Galliard Capital Management LLC (“Galliard”), Peregrine Capital Management Inc., Wells Capital Management, LLC (“WellsCap”), and Wells Fargo Asset Management (International) Limited (“WFAMI”, and collectively, the “Sub-Advisers”). Each Trustee on the Board is not an “interested person” (as defined in the Investment Company Act of 1940 (the “1940 Act”) of the Funds (collectively, the “Independent Trustees”). The Interim Management Agreements, Interim Advisory Agreements, and Interim Sub-Advisory Agreements are collectively referred to as the “Interim Advisory Agreements.”
At the Board Meeting, the Boards reviewed and approved the continuation of existing investment management, advisory and sub-advisory agreements (the “Current Advisory Agreements”) for each Trust and Fund, as applicable. The factors considered and conclusions reached by the Boards in approving the Current Advisory Agreements are summarized in the section entitled “Board Considerations – Current Agreements” of this shareholder report. The Boards noted that Wells Fargo & Company has entered into a definitive agreement to sell Wells Fargo Asset Management (“WFAM”), which includes Funds Management, Galliard, WellsCap and WFAMI (the “Affiliated Sub-Advisers”), to a holding company affiliated with private funds of GTCR LLC and Reverence Capital Partners, L.P. (the “Transaction”). The Boards further noted that the Transaction would result in a change-of-control of Funds Management and the Affiliated Sub-Advisers, which would be considered to be an “assignment” under the 1940 Act that would terminate the Current Advisory Agreements. At the Board Meeting, the Boards also reviewed and approved new investment management, advisory and sub-advisory agreements (the “New Advisory Agreements”) for each Trust and Fund, as applicable, that would replace the Current Advisory Agreements upon consummation of the Transaction, subject to approval of the New Advisory Agreements by the applicable Trust’s or Fund’s shareholders. The factors considered and conclusions reached by the Boards in approving the New Advisory Agreements are summarized in the section entitled “Board Considerations – New Agreements” of this shareholder report.
At the Board Meeting, the Boards also approved the Interim Advisory Agreements, which will go into effect for a Trust or Fund only in the event that shareholders of such Trust or Fund do not approve the New Advisory Agreement(s) for the Trust or Fund by the closing date of the Transaction, when the Current Advisory Agreements will terminate. The Board noted that, in such a circumstance, the Interim Advisory Agreements will permit continuity of management by allowing Funds Management and the Sub-Advisers to continue providing services to the Trust or Fund pursuant to the Interim Advisory Agreements while the Trust or Fund continues to solicit shareholder approval of such New Advisory Agreement(s). The Boards noted that the terms of the Interim Advisory Agreements are identical to those of the Current Advisory Agreements, except for the term and the addition of escrow provisions with respect to the advisory fees. The Boards also noted that the entities that would service the Funds and Trusts under the Interim Advisory Agreements are identical to those that provide services under the Current Advisory Agreements and those that will provide services under the New Advisory Agreements.
In approving the Interim Advisory Agreements, the Boards considered the same factors and reached the same conclusions as they considered and reached with respect to the Boards’ approvals of the Current Advisory Agreements and New Advisory Agreements, as applicable, which are described in separate Board Consideration sections within this shareholder report. Prior to the Board Meeting, including at a series of meetings held in April and May 2021, the Trustees conferred extensively among themselves and with senior representatives of Funds Management, GTCR LLC and Reverence Capital Partners, L.P. about the Interim Advisory Agreements and related matters. The Independent Trustees were assisted in their evaluation of the Interim Advisory Agreements by independent legal counsel, from whom they received separate legal advice and with whom they met separately.
At the Board Meeting, after considering the factors and reaching the conclusions described in the separate Board Consideration sections within this shareholder report, the Boards unanimously determined that the compensation payable to Funds Management and to each Sub-Adviser under each of the Interim Advisory Agreements was reasonable, and approved the Interim Advisory Agreements.
Allspring Special International Small Cap Fund | 39
For more information
More information about Allspring Funds is available free upon request. To obtain literature, please write, visit the Fund's website, or call:
Allspring Funds
P.O. Box 219967
Kansas City, MO 64121-9967
P.O. Box 219967
Kansas City, MO 64121-9967
Website: allspringglobal.com
Individual investors: 1-800-222-8222
Retail investment professionals: 1-888-877-9275
Institutional investment professionals: 1-866-765-0778
This report and the financial statements contained herein are submitted for the general information of the shareholders of the Fund. If this report is used for promotional purposes, distribution of the report must be accompanied or preceded by a current prospectus. Before investing, please consider the investment objectives, risks, charges, and expenses of the investment. For a current prospectus and, if available, a summary prospectus, containing this information, call
1-800-222-8222 or visit the Fund's website at allspringglobal.com. Read the prospectus carefully before you invest or send money.
1-800-222-8222 or visit the Fund's website at allspringglobal.com. Read the prospectus carefully before you invest or send money.
Allspring Global InvestmentsTM is the trade name for the asset management firms of Allspring Global Investments Holdings, LLC, a holding company indirectly owned by certain private funds of GTCR LLC and Reverence Capital Partners, L.P. These firms include but are not limited to Allspring Global Investments, LLC, and Allspring Funds Management, LLC. Certain products managed by Allspring entities are distributed by Allspring Funds Distributor, LLC (a broker-dealer and Member FINRA/SIPC).
This material is for general informational and educational purposes only and is NOT intended to provide investment advice or a recommendation of any kind - including a recommendation for any specific investment, strategy, or plan.
© 2021 Allspring Global Investments Holdings, LLC. All rights reserved.
PAR-1121-00709 12-21
A296/AR296 10-21
A296/AR296 10-21
| ITEM 2. | CODE OF ETHICS |
(a) As of the end of the period covered by the report, Allspring Funds Trust has adopted a code of ethics that applies to its President and Treasurer. A copy of the code of ethics is filed as an exhibit to this Form N-CSR.
(c) During the period covered by this report, there were no amendments to the provisions of the code of ethics adopted in Item 2(a) above.
(d) During the period covered by this report, there were no implicit or explicit waivers to the provisions of the code of ethics adopted in Item 2(a) above.
| ITEM 3. | AUDIT COMMITTEE FINANCIAL EXPERT |
The Board of Trustees of Allspring Funds Trust has determined that Isaiah Harris and Judith Johnson are each an audit committee financial expert, as defined in Item 3 of Form N-CSR. Mr. Harris and Ms. Johnson are independent for purposes of Item 3 of Form N-CSR.
| ITEM 4. | PRINCIPAL ACCOUNTANT FEES AND SERVICES |
(a), (b), (c), (d) The following table presents aggregate fees billed in each of the last two fiscal years for services rendered to the Registrant by the Registrant’s principal accountant. These fees were billed to the registrant and were approved by the Registrant’s audit committee.
| Fiscal year ended October 31, 2021 | Fiscal year ended October 31, 2020 | |||||||
Audit fees | $ | 205,070 | $ | 130,630 | ||||
Audit-related fees (1) | 58,400 | — | ||||||
Tax fees (2) | 25,340 | 18,030 | ||||||
All other fees | — | — | ||||||
|
|
|
| |||||
| $ | 288,810 | $ | 148,660 | |||||
|
|
|
| |||||
(1) Amount represents fees related to the merger of Allspring Diversified International Fund and Allspring International Value Fund into Allspring International Equity Fund on March 26, 2021 and April 23, 2021.
(2) Tax fees consist of fees for tax compliance, tax advice, tax planning and excise tax.
(e) The Chair of the Audit Committees is authorized to pre-approve: (1) audit services for the mutual funds of Allspring Funds Trust; (2) non-audit tax or compliance consulting or training services provided to the Funds by the independent auditors (“Auditors”) if the fees for any particular engagement are not anticipated to exceed $50,000; and (3) non-audit tax or compliance consulting or training services provided by the Auditors to a Fund’s investment adviser and its controlling entities (where pre-approval is required because the engagement relates directly to the operations and financial reporting of the Fund) if the fee to the Auditors for any particular engagement is not anticipated to exceed $50,000. For any such pre-approval sought from the Chair, Management shall prepare a brief description of the proposed services.
If the Chair approves of such service, he or she shall sign the statement prepared by Management. Such written statement shall be presented to the full Committees at their next regularly scheduled meetings.
(f) Not applicable
(g) Not applicable
(h) Not applicable
| ITEM 5. | AUDIT COMMITTEE OF LISTED REGISTRANTS |
Not applicable.
| ITEM 6. | INVESTMENTS |
A Portfolio of Investments for each series of Allspring Funds Trust is included as part of the report to shareholders filed under Item 1 of this Form.
| ITEM 7. | DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES |
Not applicable.
| ITEM 8. | PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES |
Not applicable.
| ITEM 9. | PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT COMPANY AND AFFILIATED PURCHASERS |
Not applicable.
| ITEM 10. | SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS |
There have been no material changes to the procedures by which shareholders may recommend nominees to the registrant’s Board of Trustees that have been implemented since the registrant’s last provided disclosure in response to the requirements of this Item.
| ITEM 11. | CONTROLS AND PROCEDURES |
(a) The President and Treasurer have concluded that the Allspring Funds Trust disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) provide reasonable assurances that material information relating to the registrant is made known to them by the appropriate persons based on their evaluation of these controls and procedures as of a date within 90 days of the filing of this report.
(b) There were no significant changes in the registrant’s internal controls over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) that occurred during the most recent fiscal half-year of the period covered by this report that materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.
| ITEM 12. | DISCLOSURES OF SECURITIES LENDING ACTIVITES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES |
Not applicable.
| ITEM 13. | EXHIBITS |
| (a)(1) | Code of Ethics. | |
| (a)(2) | Certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
| (b) | Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Allspring Funds Trust | ||
| By: | /s/ Andrew Owen | |
Andrew Owen President | ||
| Date: December 23, 2021 | ||
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the date indicated.
| Allspring Funds Trust | ||
| By: | /s/ Andrew Owen | |
Andrew Owen President | ||
| Date: December 23, 2021 | ||
| By: | /s/Jeremy DePalma | |
Jeremy DePalma Treasurer | ||
| Date: December 23, 2021 | ||