UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-CSRS
CERTIFIED SHAREHOLDER REPORT OF REGISTERED
MANAGEMENT INVESTMENT COMPANIES
Investment Company Act file number: 811-09689
Allspring Master Trust
(Exact name of registrant as specified in charter)
1415 Vantage Park Drive, 3rd Floor, Charlotte, NC 28203
(Address of principal executive offices) (Zip code)
Matthew Prasse
Allspring Funds Management, LLC
1415 Vantage Park Drive, 3rd Floor, Charlotte, NC 28203
(Name and address of agent for service)
Registrant’s telephone number, including area code: 800-222-8222
Date of fiscal year end: April 30
Registrant is making a filing for 11 of its series: Allspring Core Bond Portfolio, Allspring Disciplined International Developed Markets Portfolio, Allspring Disciplined Large Cap Portfolio, Allspring Diversified Large Cap Growth Portfolio, Allspring Large Cap Value Portfolio, Allspring Large Company Value Portfolio, Allspring Macro Strategies Portfolio, Allspring Managed Fixed Income Portfolio, Allspring Real Return Portfolio, Allspring Small Company Growth Portfolio and Allspring Small Company Value Portfolio.
Date of reporting period: October 31, 2024
ITEM 1. REPORT TO STOCKHOLDERS
Semi-Annual Shareholder Report
Large Cap Value Portfolio
This semi-annual shareholder report contains important information about Large Cap Value Portfolio for the period of May 1, 2024 to October 31, 2024. You can find additional information about the Funds that invest in this Portfolio at allspringglobal.com.
What were the Portfolio costs for the past 6 months?
The table explains the costs you would have paid within the reporting period based on a hypothetical $10,000 investment.
| CLASS NAME | COSTS OF A $10,000 INVESTMENT | COSTS PAID AS A % OF A $10,000 INVESTMENT |
|---|
| Large Cap Value Portfolio | $30 | 0.57%Footnote Reference1 |
| Footnote | Description |
Footnote1 | Annualized |
| Total net assets | $230,896,120 |
| # of portfolio holdings | 46 |
| Portfolio turnover rate | 15% |
| Total advisory fees paid | $622,215 |
What did the Portfolio invest in?
(Based on long-term investments)
SECTOR ALLOCATION (% OF LONG-TERM INVESTMENTS)
| Financials | 21.5 |
| Industrials | 16.7 |
| Health care | 13.7 |
| Information technology | 10.6 |
| Consumer staples | 8.8 |
| Energy | 6.7 |
| Real estate | 5.4 |
| Consumer discretionary | 5.3 |
| Materials | 4.2 |
| Communication services | 4.0 |
| Utilities | 3.1 |
TOP TEN HOLDINGS (% OF NET ASSETS)
| Alphabet, Inc. Class C | 4.0 |
| Canadian Pacific Kansas City Ltd. | 3.7 |
| Berkshire Hathaway, Inc. Class B | 3.6 |
| Citigroup, Inc. | 3.6 |
| CBRE Group, Inc. Class A | 3.5 |
| AerCap Holdings NV | 3.4 |
| Intercontinental Exchange, Inc. | 3.1 |
| NextEra Energy, Inc. | 3.0 |
| Labcorp Holdings, Inc. | 3.0 |
| Bank of America Corp. | 3.0 |
You can find additional information on the Funds that invest in this Portfolio on the Fund's website at allspringglobal.com, including its:
- Prospectus - Financial Information - Fund holdings - Proxy voting information
Semi-Annual Shareholder Report
This semi-annual shareholder report contains important information about Core Bond Portfolio for the period of May 1, 2024 to October 31, 2024. You can find additional information about the Funds that invest in this Portfolio at allspringglobal.com.
What were the Portfolio costs for the past 6 months?
The table explains the costs you would have paid within the reporting period based on a hypothetical $10,000 investment.
| CLASS NAME | COSTS OF A $10,000 INVESTMENT | COSTS PAID AS A % OF A $10,000 INVESTMENT |
|---|
| Core Bond Portfolio | $17 | 0.33%Footnote Reference1 |
| Footnote | Description |
Footnote1 | Annualized |
| Total net assets | $5,269,440,511 |
| # of portfolio holdings | 1,057 |
| Portfolio turnover rate | 188% |
| Total advisory fees paid | $8,511,576 |
What did the Portfolio invest in?
(Based on long-term investments)
PORTFOLIO ALLOCATION (% OF TOTAL INVESTMENT)
| Agency securities | 42.7 |
| U.S. Treasury securities | 23.6 |
| Corporate bonds and notes | 20.5 |
| Asset-backed securities | 7.6 |
| Yankee corporate bonds and notes | 3.0 |
| Non-agency mortgage-backed securities | 1.4 |
| Yankee government bonds | 0.9 |
| Municipal obligations | 0.3 |
TOP TEN HOLDINGS (% OF NET ASSETS)
| FNMA, 5.50%, 11-15-2054 | 3.2 |
| U.S. Treasury Notes, 2.88%, 4-30-2029 | 2.2 |
| U.S. Treasury Notes, 4.13%, 10-31-2029 | 2.0 |
| U.S. Treasury Bonds, 1.88%, 2-15-2041 | 1.9 |
| U.S. Treasury Bonds, 1.75%, 8-15-2041 | 1.7 |
| FHLMC, 6.00%, 9-1-2054 | 1.7 |
| GNMA, 6.50%, 11-15-2054 | 1.6 |
| U.S. Treasury Bonds, 2.00%, 11-15-2041 | 1.5 |
| U.S. Treasury Notes, 2.88%, 5-15-2028 | 1.4 |
| U.S. Treasury Notes, 1.25%, 4-30-2028 | 1.3 |
You can find additional information on the Funds that invest in this Portfolio on the Fund's website at allspringglobal.com, including its:
- Prospectus - Financial Information - Fund holdings - Proxy voting information
Semi-Annual Shareholder Report
Macro Strategies Portfolio
This semi-annual shareholder report contains important information about Macro Strategies Portfolio for the period of May 1, 2024 to October 31, 2024. You can find additional information about the Funds that invest in this Portfolio at allspringglobal.com.
What were the Portfolio consolidated costs for the past 6 months?
The table explains the costs you would have paid within the reporting period based on a hypothetical $10,000 investment.
| CLASS NAME | CONSOLIDATED COSTS OF A $10,000 INVESTMENT | COSTS PAID AS A % OF A $10,000 INVESTMENT |
|---|
| Macro Strategies Portfolio | $23 | 0.45%Footnote Reference1 |
| Footnote | Description |
Footnote1 | Annualized |
| Consolidated Total net assets | $292,648,170 |
| Consolidated # of portfolio holdings | 179 |
| Consolidated Portfolio turnover rate | 6% |
| Consolidated Total advisory fees paid | $560,638 |
What did the Portfolio invest in?
(Based on long-term investments)
CONSOLIDATED PORTFOLIO ALLOCATION
(% OF LONG-TERM INVESTMENT)
| U.S. Treasury securities | 76.7 |
| Common stocks | 23.3 |
CONSOLIDATED TOP TEN HOLDINGS (% OF NET ASSETS)
| TIPS, 0.50%, 1-15-2028 | 2.4 |
| TIPS, 2.00%, 1-15-2026 | 2.4 |
| TIPS, 0.13%, 7-15-2031 | 2.4 |
| TIPS, 0.75%, 2-15-2042 | 2.3 |
| TIPS, 2.38%, 10-15-2028 | 2.2 |
| TIPS, 3.63%, 4-15-2028 | 2.2 |
| TIPS, 0.13%, 1-15-2032 | 2.2 |
| TIPS, 0.13%, 1-15-2031 | 1.4 |
| TIPS, 3.88%, 4-15-2029 | 1.3 |
| TIPS, 0.13%, 10-15-2026 | 1.3 |
You can find additional information on the Funds that invest in this Portfolio on the Fund's website at allspringglobal.com, including its:
- Prospectus - Financial Information - Fund holdings - Proxy voting information
Semi-Annual Shareholder Report
Managed Fixed Income Portfolio
This semi-annual shareholder report contains important information about Managed Fixed Income Portfolio for the period of May 1, 2024 to October 31, 2024. You can find additional information about the Funds that invest in this Portfolio at allspringglobal.com.
This report describes changes to the Portfolio that occurred either during or after the reporting period.
What were the Portfolio costs for the past 6 months?
The table explains the costs you would have paid within the reporting period based on a hypothetical $10,000 investment.
| CLASS NAME | COSTS OF A $10,000 INVESTMENT | COSTS PAID AS A % OF A $10,000 INVESTMENT |
|---|
| Managed Fixed Income Portfolio | $20 | 0.39%Footnote Reference1 |
| Footnote | Description |
Footnote1 | Annualized |
| Total net assets | $333,295,612 |
| # of portfolio holdings | 555 |
| Portfolio turnover rate | 18% |
| Total advisory fees paid | $583,060 |
What did the Portfolio invest in?
(Based on long-term investments)
PORTFOLIO ALLOCATION (% OF TOTAL INVESTMENT)
| Corporate bonds and notes | 33.1 |
| Agency securities | 26.3 |
| U.S. Treasury securities | 13.8 |
| Asset-backed securities | 9.7 |
| Municipal obligations | 8.5 |
| Yankee corporate bonds and notes | 4.6 |
| Non-agency mortgage-backed securities | 3.9 |
| Yankee government bonds | 0.1 |
TOP TEN HOLDINGS (% OF NET ASSETS)
| FNMA, 2.50%, 1-1-2052 | 2.9 |
| U.S. Treasury Bonds, 2.38%, 11-15-2049 | 2.0 |
| U.S. Treasury Notes, 3.88%, 10-15-2027 | 2.0 |
| FNMA, 4.50%, 1-1-2051 | 1.7 |
| FNMA, 4.00%, 8-1-2051 | 1.5 |
| U.S. Treasury Bonds, 4.13%, 8-15-2044 | 1.5 |
| FNMA, 3.50%, 6-1-2052 | 1.4 |
| U.S. Treasury Bonds, 1.38%, 11-15-2040 | 1.1 |
| FNMA, 4.96%, 5-1-2029 | 1.0 |
| SBA Small Business Investment Cos., Series 2022-10A Class 1, 2.94%, 3-10-2032 | 0.9 |
Significant portfolio changes
This is a summary of certain changes and planned changes to the portfolio since May 1, 2024.
At a meeting held on November 11-13, 2024, the Board of Trustees of the Fund approved the liquidation and termination of the Portfolio, which is expected to occur in the first quarter of 2025.
You can find additional information on the Funds that invest in this Portfolio on the Fund's website at allspringglobal.com, including its:
- Prospectus - Financial Information - Fund holdings - Proxy voting information
Semi-Annual Shareholder Report
This semi-annual shareholder report contains important information about Real Return Portfolio for the period of May 1, 2024 to October 31, 2024. You can find additional information about the Funds that invest in this Portfolio at allspringglobal.com.
What were the Portfolio consolidated costs for the past 6 months?
The table explains the consolidated costs you would have paid within the reporting period based on a hypothetical $10,000 investment.
| CLASS NAME | CONSOLIDATED COSTS OF A $10,000 INVESTMENT | COSTS PAID AS A % OF A $10,000 INVESTMENT |
|---|
| Real Return Portfolio | $20 | 0.39%Footnote Reference1 |
| Footnote | Description |
Footnote1 | Annualized |
| Consolidated Total net assets | $250,192,333 |
| Consolidated # of portfolio holdings | 443 |
| Consolidated Portfolio turnover rate | 25% |
| Consolidated Total advisory fees paid | $380,195 |
What did the Portfolio invest in?
(Based on long-term investments)
PORTFOLIO ALLOCATION (% OF TOTAL INVESTMENT)
| Common stocks | 48.9 |
| U.S. Treasury securities | 32.7 |
| Corporate bonds and notes | 11.0 |
| Investment companies | 5.6 |
| Yankee corporate bonds and notes | 1.4 |
| Loans | 0.4 |
TOP TEN HOLDINGS (% OF NET ASSETS)
| iShares J.P. Morgan USD Emerging Markets Bond ETF | 3.3 |
| TIPS, 0.13%, 4-15-2026 | 2.0 |
| TIPS, 0.13%, 1-15-2030 | 1.9 |
| TIPS, 1.38%, 7-15-2033 | 1.8 |
| TIPS, 1.63%, 10-15-2027 | 1.7 |
| TIPS, 0.13%, 7-15-2026 | 1.7 |
| TIPS, 0.13%, 7-15-2030 | 1.7 |
| TIPS, 0.63%, 1-15-2026 | 1.4 |
| TIPS, 0.88%, 1-15-2029 | 1.1 |
| Microsoft Corp. | 1.0 |
You can find additional information on the Funds that invest in this Portfolio on the Fund's website at allspringglobal.com, including its:
- Prospectus - Financial Information - Fund holdings - Proxy voting information
Semi-Annual Shareholder Report
Small Company Growth Portfolio
This semi-annual shareholder report contains important information about Small Company Growth Portfolio for the period of May 1, 2024 to October 31, 2024. You can find additional information about the Funds that invest in this Portfolio at allspringglobal.com.
This report describes changes to the Portfolio that occurred either during or after the reporting period.
What were the Portfolio costs for the past 6 months?
The table explains the costs you would have paid within the reporting period based on a hypothetical $10,000 investment.
| CLASS NAME | COSTS OF A $10,000 INVESTMENT | COSTS PAID AS A % OF A $10,000 INVESTMENT |
|---|
| Small Company Growth Portfolio | $43 | 0.83%Footnote Reference1 |
| Footnote | Description |
Footnote1 | Annualized |
| Total net assets | $556,562,099 |
| # of portfolio holdings | 127 |
| Portfolio turnover rate | 22% |
| Total advisory fees paid | $2,236,774 |
What did the Portfolio invest in?
(Based on long-term investments)
SECTOR ALLOCATION (% OF LONG-TERM INVESTMENTS)
| Industrials | 24.1 |
| Health care | 23.2 |
| Information technology | 22.2 |
| Financials | 12.8 |
| Consumer discretionary | 9.4 |
| Consumer staples | 3.4 |
| Materials | 2.3 |
| Energy | 1.5 |
| Real estate | 0.7 |
| Communication services | 0.4 |
TOP TEN HOLDINGS (% OF NET ASSETS)
| PTC, Inc. | 1.8 |
| ICF International, Inc. | 1.6 |
| Element Solutions, Inc. | 1.5 |
| Baldwin Insurance Group, Inc. Class A | 1.5 |
| SS&C Technologies Holdings, Inc. | 1.4 |
| Avantor, Inc. | 1.4 |
| Box, Inc. Class A | 1.4 |
| KBR, Inc. | 1.3 |
| Stifel Financial Corp. | 1.3 |
| Performance Food Group Co. | 1.3 |
Significant portfolio changes
This is a summary of certain changes and planned changes to the portfolio since May 1, 2024.
Effective December 31, 2024, William A. Grierson, CFA, will no longer serve as a portfolio manager to the Portfolio.
You can find additional information on the Funds that invest in this Portfolio on the Fund's website at allspringglobal.com, including its:
- Prospectus - Financial Information - Fund holdings - Proxy voting information
Semi-Annual Shareholder Report
Small Company Value Portfolio
This semi-annual shareholder report contains important information about Small Company Value Portfolio for the period of May 1, 2024 to October 31, 2024. You can find additional information about the Funds that invest in this Portfolio at allspringglobal.com.
What were the Portfolio costs for the past 6 months?
The table explains the costs you would have paid within the reporting period based on a hypothetical $10,000 investment.
| CLASS NAME | COSTS OF A $10,000 INVESTMENT | COSTS PAID AS A % OF A $10,000 INVESTMENT |
|---|
| Small Company Value Portfolio | $39 | 0.74%Footnote Reference1 |
| Footnote | Description |
Footnote1 | Annualized |
| Total net assets | $713,455,046 |
| # of portfolio holdings | 160 |
| Portfolio turnover rate | 61% |
| Total advisory fees paid | $2,628,528 |
What did the Portfolio invest in?
(Based on long-term investments)
SECTOR ALLOCATION (% OF LONG-TERM INVESTMENTS)
| Financials | 27.9 |
| Industrials | 21.3 |
| Consumer discretionary | 11.8 |
| Health care | 8.4 |
| Real estate | 6.8 |
| Information technology | 6.7 |
| Energy | 6.3 |
| Materials | 5.7 |
| Consumer staples | 3.1 |
| Communication services | 1.1 |
| Utilities | 0.8 |
| Other | 0.1 |
TOP TEN HOLDINGS (% OF NET ASSETS)
| Piper Sandler Cos. | 1.4 |
| Stifel Financial Corp. | 1.4 |
| Wintrust Financial Corp. | 1.4 |
| Ameris Bancorp | 1.4 |
| Unum Group | 1.3 |
| Synovus Financial Corp. | 1.3 |
| Atlantic Union Bankshares Corp. | 1.3 |
| Jackson Financial, Inc. Class A | 1.3 |
| Walker & Dunlop, Inc. | 1.3 |
| FB Financial Corp. | 1.3 |
You can find additional information on the Funds that invest in this Portfolio on the Fund's website at allspringglobal.com, including its:
- Prospectus - Financial Information - Fund holdings - Proxy voting information
Semi-Annual Shareholder Report
Disciplined International Developed Markets Portfolio
This semi-annual shareholder report contains important information about Disciplined International Developed Markets Portfolio for the period of May 1, 2024 to October 31, 2024. You can find additional information about the Funds that invest in this Portfolio at allspringglobal.com.
What were the Portfolio costs for the past 6 months?
The table explains the costs you would have paid within the reporting period based on a hypothetical $10,000 investment.
| CLASS NAME | COSTS OF A $10,000 INVESTMENT | COSTS PAID AS A % OF A $10,000 INVESTMENT |
|---|
| Disciplined International Developed Markets Portfolio | $15 | 0.30%Footnote Reference1 |
| Footnote | Description |
Footnote1 | Annualized |
| Total net assets | $279,294,295 |
| # of portfolio holdings | 393 |
| Portfolio turnover rate | 19% |
| Total advisory fees paid | $373,067 |
What did the Portfolio invest in?
(Based on long-term investments)
COUNTRY ALLOCATION (% OF LONG-TERM INVESTMENTS)
| Japan | 22.6 |
| United Kingdom | 13.6 |
| France | 10.9 |
| Switzerland | 10.3 |
| Germany | 8.0 |
| Australia | 7.5 |
| Netherlands | 5.6 |
| Spain | 3.5 |
| Sweden | 3.3 |
| Denmark | 3.3 |
| Other | 11.4 |
TOP FIVE HOLDINGS (% OF LONG-TERM INVESTMENTS)
| Novo Nordisk AS | 2.1 |
| ASML Holding NV | 1.6 |
| Novartis AG | 1.6 |
| Nestle SA | 1.5 |
| SAP SE | 1.4 |
SECTOR ALLOCATION (% OF LONG-TERM INVESTMENTS)
| Financials | 20.9 |
| Industrials | 17.4 |
| Health care | 13.7 |
| Consumer discretionary | 11.2 |
| Information technology | 8.6 |
| Consumer staples | 8.3 |
| Materials | 6.3 |
| Communication services | 4.5 |
| Utilities | 3.4 |
| Energy | 3.4 |
| Real estate | 2.3 |
You can find additional information on the Funds that invest in this Portfolio on the Fund's website at allspringglobal.com, including its:
- Prospectus - Financial Information - Fund holdings - Proxy voting information
Semi-Annual Shareholder Report
Disciplined Large Cap Portfolio
This semi-annual shareholder report contains important information about Disciplined Large Cap Portfolio for the period of May 1, 2024 to October 31, 2024. You can find additional information about the Funds that invest in this Portfolio at allspringglobal.com.
What were the Portfolio costs for the past 6 months?
The table explains the costs you would have paid within the reporting period based on a hypothetical $10,000 investment.
| CLASS NAME | COSTS OF A $10,000 INVESTMENT | COSTS PAID AS A % OF A $10,000 INVESTMENT |
|---|
| Disciplined Large Cap Portfolio | $16 | 0.29%Footnote Reference1 |
| Footnote | Description |
Footnote1 | Annualized |
| Total net assets | $332,309,473 |
| # of portfolio holdings | 216 |
| Portfolio turnover rate | 11% |
| Total advisory fees paid | $436,926 |
What did the Portfolio invest in?
(Based on long-term investments)
SECTOR ALLOCATION (% OF LONG-TERM INVESTMENTS)
| Information technology | 29.4 |
| Financials | 14.5 |
| Health care | 11.3 |
| Communication services | 9.6 |
| Consumer discretionary | 9.5 |
| Industrials | 9.4 |
| Consumer staples | 5.7 |
| Energy | 3.2 |
| Real estate | 2.9 |
| Utilities | 2.5 |
| Materials | 2.0 |
TOP TEN HOLDINGS (% OF NET ASSETS)
| Apple, Inc. | 6.1 |
| NVIDIA Corp. | 5.8 |
| Microsoft Corp. | 5.7 |
| Amazon.com, Inc. | 3.4 |
| Meta Platforms, Inc. Class A | 2.7 |
| Alphabet, Inc. Class C | 2.0 |
| Broadcom, Inc. | 1.8 |
| Alphabet, Inc. Class A | 1.7 |
| JPMorgan Chase & Co. | 1.5 |
| Berkshire Hathaway, Inc. Class B | 1.4 |
You can find additional information on the Funds that invest in this Portfolio on the Fund's website at allspringglobal.com, including its:
- Prospectus - Financial Information - Fund holdings - Proxy voting information
Semi-Annual Shareholder Report
Diversified Large Cap Growth Portfolio
This semi-annual shareholder report contains important information about Diversified Large Cap Growth Portfolio for the period of May 1, 2024 to October 31, 2024. You can find additional information about the Funds that invest in this Portfolio at allspringglobal.com.
This report describes changes to the Portfolio that occurred either during or after the reporting period.
What were the Portfolio costs for the past 6 months?
The table explains the costs you would have paid within the reporting period based on a hypothetical $10,000 investment.
| CLASS NAME | COSTS OF A $10,000 INVESTMENT | COSTS PAID AS A % OF A $10,000 INVESTMENT |
|---|
| Diversified Large Cap Growth Portfolio | $33 | 0.60%Footnote Reference1 |
| Footnote | Description |
Footnote1 | Annualized |
| Total net assets | $124,824,697 |
| # of portfolio holdings | 125 |
| Portfolio turnover rate | 28% |
| Total advisory fees paid | $322,043 |
What did the Portfolio invest in?
(Based on long-term investments)
SECTOR ALLOCATION (% OF LONG-TERM INVESTMENTS)
| Information technology | 38.6 |
| Consumer discretionary | 12.5 |
| Communication services | 12.0 |
| Health care | 11.2 |
| Financials | 10.3 |
| Industrials | 9.3 |
| Consumer staples | 1.7 |
| Energy | 1.7 |
| Real estate | 1.2 |
| Materials | 1.2 |
| Utilities | 0.3 |
TOP TEN HOLDINGS (% OF NET ASSETS)
| Microsoft Corp. | 7.4 |
| NVIDIA Corp. | 6.8 |
| Apple, Inc. | 5.0 |
| Amazon.com, Inc. | 4.6 |
| Meta Platforms, Inc. Class A | 4.0 |
| Eli Lilly & Co. | 2.1 |
| Arista Networks, Inc. | 1.9 |
| Alphabet, Inc. Class A | 1.6 |
| ServiceNow, Inc. | 1.5 |
| Intuitive Surgical, Inc. | 1.5 |
Significant portfolio changes
This is a summary of certain changes and planned changes to the portfolio since May 1, 2024.
At a meeting held on November 11-13, 2024, the Board of Trustees of the Fund approved the liquidation and termination of the Portfolio, which is expected to occur in the first quarter of 2025.
You can find additional information on the Funds that invest in this Portfolio on the Fund's website at allspringglobal.com, including its:
- Prospectus - Financial Information - Fund holdings - Proxy voting information
Semi-Annual Shareholder Report
Large Company Value Portfolio
This semi-annual shareholder report contains important information about Large Company Value Portfolio for the period of May 1, 2024 to October 31, 2024. You can find additional information about the Funds that invest in this Portfolio at allspringglobal.com.
What were the Portfolio costs for the past 6 months?
The table explains the costs you would have paid within the reporting period based on a hypothetical $10,000 investment.
| CLASS NAME | COSTS OF A $10,000 INVESTMENT | COSTS PAID AS A % OF A $10,000 INVESTMENT |
|---|
| Large Company Value Portfolio | $21 | 0.40%Footnote Reference1 |
| Footnote | Description |
Footnote1 | Annualized |
| Total net assets | $175,461,277 |
| # of portfolio holdings | 117 |
| Portfolio turnover rate | 96% |
| Total advisory fees paid | $296,874 |
What did the Portfolio invest in?
(Based on long-term investments)
SECTOR ALLOCATION (% OF LONG-TERM INVESTMENTS)
| Financials | 22.4 |
| Health care | 15.7 |
| Industrials | 13.2 |
| Consumer staples | 8.1 |
| Information technology | 7.3 |
| Consumer discretionary | 6.7 |
| Communication services | 6.5 |
| Utilities | 5.4 |
| Energy | 5.2 |
| Materials | 4.8 |
| Real estate | 4.7 |
TOP TEN HOLDINGS (% OF NET ASSETS)
| Citigroup, Inc. | 2.6 |
| Equinix, Inc. | 2.4 |
| CRH PLC | 2.3 |
| Allstate Corp. | 2.2 |
| Comcast Corp. Class A | 2.2 |
| Trane Technologies PLC | 2.2 |
| Cintas Corp. | 2.1 |
| Progressive Corp. | 2.0 |
| PG&E Corp. | 2.0 |
| Charles Schwab Corp. | 2.0 |
You can find additional information on the Funds that invest in this Portfolio on the Fund's website at allspringglobal.com, including its:
- Prospectus - Financial Information - Fund holdings - Proxy voting information
ITEM 2. CODE OF ETHICS
Not applicable.
ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT
Not applicable.
ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES
Not applicable.
ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS
Not applicable.
ITEM 6. INVESTMENTS
(a) The registrant’s Schedule of Investments is included as part of the Financial Statements filed under Item 7(a) of this Form.
(b) Not Applicable due to no such divestments during the semi-annual period covered since the previous Form N-CSR filing.
ITEM 7. FINANCIAL STATEMENTS AND FINANCIAL HIGHLIGHTS FOR OPEN-END MANAGEMENT INVESTMENT COMPANIES
(a) The registrant’s Financial Statements are attached herewith.
(b) The registrant’s Financial Highlights are included as part of the Financial Statements filed under Item 7(a) of this Form.
Allspring Managed Fixed Income Portfolio
Long Form Financial Statements
Semi-Annual Report
Allspring Managed Fixed Income Portfolio | 1
Portfolio of investments—October 31, 2024 (unaudited)
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Agency securities: 25.84% | | | | | | |
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FHLMC Structured Pass-Through Certificates Series T-20 Class A6±± | | | | | | |
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The accompanying notes are an integral part of these financial statements.
2 | Allspring Managed Fixed Income Portfolio
Portfolio of investments—October 31, 2024 (unaudited)
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Agency securities(continued) | | | | | | |
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| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
FNMA Series 2002-90 Class A2 | | | | | | |
FNMA Series 2002-T4 Class A2 | | | | | | |
FNMA Series 2002-W4 Class A4 | | | | | | |
FNMA Series 2003-W4 Class 3A±± | | | | | | |
FNMA Series 2004-T2 Class 1A1 | | | | | | |
FNMA Series 2004-T3 Class 1A1 | | | | | | |
FNMA Series 2004-W1 Class 2A2 | | | | | | |
FNMA Series 2004-W11 Class 1A3 | | | | | | |
FNMA Series 2004-W8 Class 3A | | | | | | |
| | | | | | |
Total agency securities (Cost $93,187,597) | | | | | | |
Asset-backed securities: 9.54% | | | | | | |
ECMC Group Student Loan Trust Series 2016-1A Class A (30 Day Average U.S. SOFR+1.46%)144A± | | | | | | |
ECMC Group Student Loan Trust Series 2018-2A Class A (30 Day Average U.S. SOFR+0.91%)144A± | | | | | | |
Fifth Third Auto Trust Series 2023-1 Class A3 | | | | | | |
Ford Credit Auto Owner Trust Series 2021-1 Class A144A | | | | | | |
Ford Credit Auto Owner Trust Series 2023-2 Class A144A | | | | | | |
Louisiana Local Government Environmental Facilities & CDA Series 2022-ELL Class A3 | | | | | | |
The accompanying notes are an integral part of these financial statements.
Allspring Managed Fixed Income Portfolio | 3
Portfolio of investments—October 31, 2024 (unaudited)
| | | | | |
Asset-backed securities(continued) | | | | | | |
Mississippi Higher Education Assistance Corp. Series 2014-1 Class A1 (30 Day Average U.S. SOFR+0.79%)± | | | | | | |
PFS Financing Corp. Series 2023-C Class A144A | | | | | | |
PHEAA Student Loan Trust Series 2016-1A Class A (30 Day Average U.S. SOFR+1.26%)144A± | | | | | | |
Rhode Island Student Loan Authority Series 2012-1 Class A1 (30 Day Average U.S. SOFR+1.01%)± | | | | | | |
SBA Small Business Investment Cos. Series 2015-10B Class 1 | | | | | | |
SBA Small Business Investment Cos. Series 2017-10A Class 1 | | | | | | |
SBA Small Business Investment Cos. Series 2018-10B Class 1 | | | | | | |
SBA Small Business Investment Cos. Series 2021-10A Class 1 | | | | | | |
SBA Small Business Investment Cos. Series 2021-10B Class 1 | | | | | | |
SBA Small Business Investment Cos. Series 2022-10A Class 1 | | | | | | |
SLM Student Loan Trust Series 2003-10A Class A4 (90 Day Average U.S. SOFR+0.93%)144A± | | | | | | |
South Carolina Student Loan Corp. Series 2014-1 Class B (30 Day Average U.S. SOFR+1.61%)± | | | | | | |
U.S. Small Business Administration Series 2006-20B Class 1 | | | | | | |
U.S. Small Business Administration Series 2006-20H Class 1 | | | | | | |
U.S. Small Business Administration Series 2007-20J Class 1 | | | | | | |
U.S. Small Business Administration Series 2013-20A Class 1 | | | | | | |
U.S. Small Business Administration Series 2013-20J Class 1 | | | | | | |
U.S. Small Business Administration Series 2014-20A Class 1 | | | | | | |
U.S. Small Business Administration Series 2015-20C Class 1 | | | | | | |
U.S. Small Business Administration Series 2015-20E Class 1 | | | | | | |
U.S. Small Business Administration Series 2015-20F Class 1 | | | | | | |
U.S. Small Business Administration Series 2017-20F Class 1 | | | | | | |
U.S. Small Business Administration Series 2018-20E Class 1 | | | | | | |
U.S. Small Business Administration Series 2018-20G Class 1 | | | | | | |
U.S. Small Business Administration Series 2018-20H Class 1 | | | | | | |
U.S. Small Business Administration Series 2018-20K Class 1 | | | | | | |
U.S. Small Business Administration Series 2022-25G Class 1 | | | | | | |
U.S. Small Business Administration Series 2022-25L Class 1 | | | | | | |
U.S. Small Business Administration Series 2023-25A Class 1 | | | | | | |
U.S. Small Business Administration Series 2023-25D Class 1 | | | | | | |
U.S. Small Business Administration Series 2023-25L Class 1 | | | | | | |
U.S. Small Business Administration Series 2024-25D Class 1 | | | | | | |
U.S. Small Business Administration Series 2024-25I Class 1 | | | | | | |
Verizon Master Trust Series 2024-5 Class A144A | | | | | | |
Total asset-backed securities (Cost $33,026,755) | | | | | | |
Corporate bonds and notes: 32.52% | | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
Axalta Coating Systems LLC/Axalta Coating Systems Dutch Holding B BV144A | | | | | | |
The accompanying notes are an integral part of these financial statements.
4 | Allspring Managed Fixed Income Portfolio
Portfolio of investments—October 31, 2024 (unaudited)
| | | | | |
| | | | | | |
Celanese U.S. Holdings LLC | | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
Newmont Corp./Newcrest Finance Pty. Ltd. | | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
CCO Holdings LLC/CCO Holdings Capital Corp.144A | | | | | | |
CCO Holdings LLC/CCO Holdings Capital Corp.144A | | | | | | |
Charter Communications Operating LLC/Charter Communications Operating Capital | | | | | | |
| | | | | | |
Telecommunications: 1.26% | | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
Verizon Communications, Inc. | | | | | | |
Verizon Communications, Inc. | | | | | | |
| | | | | | |
Consumer, cyclical: 2.47% | | | | | | |
| | | | | | |
| | | | | | |
Wolverine World Wide, Inc.144A | | | | | | |
| | | | | | |
Auto manufacturers: 1.80% | | | | | | |
Allison Transmission, Inc.144A | | | | | | |
American Honda Finance Corp. | | | | | | |
Daimler Truck Finance North America LLC144A | | | | | | |
Daimler Truck Finance North America LLC144A | | | | | | |
The accompanying notes are an integral part of these financial statements.
Allspring Managed Fixed Income Portfolio | 5
Portfolio of investments—October 31, 2024 (unaudited)
| | | | | |
Auto manufacturers(continued) | | | | | | |
Daimler Truck Finance North America LLC144A | | | | | | |
Ford Motor Credit Co. LLC | | | | | | |
General Motors Financial Co., Inc. | | | | | | |
General Motors Financial Co., Inc. | | | | | | |
General Motors Financial Co., Inc. | | | | | | |
Mercedes-Benz Finance North America LLC144A | | | | | | |
Nissan Motor Acceptance Co. LLC144A | | | | | | |
Toyota Motor Credit Corp. | | | | | | |
Volkswagen Group of America Finance LLC144A | | | | | | |
| | | | | | |
| | | | | | |
Warnermedia Holdings, Inc. | | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
Consumer, non-cyclical: 4.46% | | | | | | |
| | | | | | |
Darling Ingredients, Inc.144A | | | | | | |
Commercial services: 1.45% | | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
Massachusetts Institute of Technology | | | | | | |
Massachusetts Institute of Technology | | | | | | |
President & Fellows of Harvard College | | | | | | |
Service Corp. International | | | | | | |
Service Corp. International | | | | | | |
Trustees of Princeton University | | | | | | |
University of Southern California | | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
Healthcare-products: 1.08% | | | | | | |
Baxter International, Inc. | | | | | | |
Baxter International, Inc. | | | | | | |
GE HealthCare Technologies, Inc. | | | | | | |
GE HealthCare Technologies, Inc. | | | | | | |
The accompanying notes are an integral part of these financial statements.
6 | Allspring Managed Fixed Income Portfolio
Portfolio of investments—October 31, 2024 (unaudited)
| | | | | |
Healthcare-products(continued) | | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
Healthcare-services: 0.94% | | | | | | |
Ascension Health Series B | | | | | | |
Charles River Laboratories International, Inc.144A | | | | | | |
Health Care Service Corp. A Mutual Legal Reserve Co.144A | | | | | | |
Kaiser Foundation Hospitals Series 2021 | | | | | | |
Laboratory Corp. of America Holdings | | | | | | |
| | | | | | |
Memorial Sloan-Kettering Cancer Center Series 2015 | | | | | | |
Northwestern Memorial Healthcare Obligated Group Series 2021 | | | | | | |
Pediatrix Medical Group, Inc.144A | | | | | | |
| | | | | | |
| | | | | | |
Household products/wares: 0.13% | | | | | | |
| | | | | | |
| | | | | | |
Bayer U.S. Finance II LLC144A | | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
Antero Resources Corp.144A | | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
Patterson-UTI Energy, Inc. | | | | | | |
Permian Resources Operating LLC144A | | | | | | |
| | | | | | |
Range Resources Corp.144A | | | | | | |
Sunoco LP/Sunoco Finance Corp. | | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
The accompanying notes are an integral part of these financial statements.
Allspring Managed Fixed Income Portfolio | 7
Portfolio of investments—October 31, 2024 (unaudited)
| | | | | |
| | | | | | |
| | | | | | |
Florida Gas Transmission Co. LLC144A | | | | | | |
Gulfstream Natural Gas System LLC144A | | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
Plains All American Pipeline LP/PAA Finance Corp. | | | | | | |
Plains All American Pipeline LP/PAA Finance Corp. | | | | | | |
Plains All American Pipeline LP/PAA Finance Corp. | | | | | | |
Sabine Pass Liquefaction LLC | | | | | | |
Sempra Infrastructure Partners LP144A | | | | | | |
Transcontinental Gas Pipe Line Co. LLC | | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
Bank of America Corp. (U.S. SOFR+1.21%)± | | | | | | |
Bank of America Corp. (U.S. SOFR+1.32%)± | | | | | | |
Bank of America Corp. (U.S. SOFR+1.37%)± | | | | | | |
Bank of America Corp. (U.S. SOFR 3 Month+1.77%)± | | | | | | |
Bank of New York Mellon Corp. (U.S. SOFR+1.23%)± | | | | | | |
Bank of New York Mellon Corp. (U.S. SOFR+1.42%)± | | | | | | |
Bank of New York Mellon Corp. (U.S. SOFR+1.60%)± | | | | | | |
| | | | | | |
Citigroup, Inc. (U.S. SOFR+1.17%)± | | | | | | |
Citigroup, Inc. (U.S. SOFR+1.18%)± | | | | | | |
Citigroup, Inc. (U.S. SOFR+1.34%)± | | | | | | |
Citigroup, Inc. (U.S. SOFR+1.35%)± | | | | | | |
Citigroup, Inc. (U.S. SOFR+2.09%)± | | | | | | |
Citigroup, Inc. (U.S. SOFR+2.11%)± | | | | | | |
Citizens Bank NA (U.S. SOFR+2.00%)± | | | | | | |
Fifth Third Bancorp (U.S. SOFR+1.84%)± | | | | | | |
Fifth Third Bancorp (U.S. SOFR+2.13%)± | | | | | | |
Fifth Third Bancorp (U.S. SOFR+2.19%)± | | | | | | |
Goldman Sachs Group, Inc. (U.S. SOFR+1.21%)± | | | | | | |
Goldman Sachs Group, Inc. (U.S. SOFR+1.25%)± | | | | | | |
Goldman Sachs Group, Inc. (U.S. SOFR+1.27%)± | | | | | | |
Goldman Sachs Group, Inc. (U.S. SOFR 3 Month+1.56%)± | | | | | | |
Huntington Bancshares, Inc. (U.S. SOFR+2.05%)± | | | | | | |
| | | | | | |
JPMorgan Chase & Co. (U.S. SOFR+1.13%)± | | | | | | |
JPMorgan Chase & Co. (U.S. SOFR+1.16%)± | | | | | | |
JPMorgan Chase & Co. (U.S. SOFR+1.26%)± | | | | | | |
JPMorgan Chase & Co. (U.S. SOFR 3 Month+1.25%)± | | | | | | |
The accompanying notes are an integral part of these financial statements.
8 | Allspring Managed Fixed Income Portfolio
Portfolio of investments—October 31, 2024 (unaudited)
| | | | | |
| | | | | | |
JPMorgan Chase & Co. (U.S. SOFR 3 Month+1.52%)± | | | | | | |
JPMorgan Chase & Co. (U.S. SOFR 3 Month+1.59%)± | | | | | | |
| | | | | | |
| | | | | | |
M&T Bank Corp. (U.S. SOFR+1.85%)± | | | | | | |
Morgan Stanley (U.S. SOFR+1.00%)± | | | | | | |
Morgan Stanley (U.S. SOFR+1.22%)± | | | | | | |
Morgan Stanley (U.S. SOFR+1.45%)± | | | | | | |
Morgan Stanley (U.S. SOFR+1.59%)± | | | | | | |
Morgan Stanley (U.S. SOFR+1.63%)± | | | | | | |
Morgan Stanley (U.S. SOFR+2.08%)± | | | | | | |
| | | | | | |
| | | | | | |
State Street Corp. (U.S. SOFR+1.00%)± | | | | | | |
State Street Corp. (U.S. SOFR+1.61%)± | | | | | | |
Truist Financial Corp. (U.S. SOFR+1.62%)± | | | | | | |
Truist Financial Corp. (U.S. SOFR 3 Month+1.24%)± | | | | | | |
U.S. Bancorp (U.S. SOFR+1.56%)± | | | | | | |
U.S. Bancorp (U.S. SOFR+2.09%)± | | | | | | |
Wells Fargo & Co. (U.S. SOFR+1.50%)± | | | | | | |
Wells Fargo & Co. (U.S. SOFR+1.50%)± | | | | | | |
Wells Fargo & Co. (U.S. SOFR+1.51%)± | | | | | | |
Wells Fargo & Co. (U.S. SOFR+2.02%)± | | | | | | |
Wells Fargo & Co. (U.S. SOFR+2.10%)± | | | | | | |
| | | | | | |
Diversified financial services: 0.55% | | | | | | |
American Express Co. (U.S. SOFR+1.09%)± | | | | | | |
American Express Co. (U.S. SOFR+1.28%)± | | | | | | |
American Express Co. (U.S. SOFR+1.94%)± | | | | | | |
Capital One Financial Corp. (U.S. SOFR+1.79%)± | | | | | | |
Capital One Financial Corp. (U.S. SOFR+2.37%)± | | | | | | |
Charles Schwab Corp. (U.S. SOFR+1.88%)± | | | | | | |
Charles Schwab Corp. (U.S. SOFR+2.21%)± | | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
MassMutual Global Funding II144A | | | | | | |
Mutual of Omaha Cos. Global Funding144A | | | | | | |
| | | | | | |
Northwestern Mutual Life Insurance Co.144A | | | | | | |
Pacific Life Global Funding II144A | | | | | | |
Principal Life Global Funding II144A | | | | | | |
Protective Life Global Funding144A | | | | | | |
| | | | | | |
The accompanying notes are an integral part of these financial statements.
Allspring Managed Fixed Income Portfolio | 9
Portfolio of investments—October 31, 2024 (unaudited)
| | | | | |
| | | | | | |
| | | | | | |
Alexandria Real Estate Equities, Inc. | | | | | | |
Alexandria Real Estate Equities, Inc. | | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
Mid-America Apartments LP | | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
L3Harris Technologies, Inc. | | | | | | |
L3Harris Technologies, Inc. | | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
Building materials: 0.25% | | | | | | |
Fortune Brands Innovations, Inc. | | | | | | |
Martin Marietta Materials, Inc. Series CB | | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
Environmental control: 0.19% | | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
The accompanying notes are an integral part of these financial statements.
10 | Allspring Managed Fixed Income Portfolio
Portfolio of investments—October 31, 2024 (unaudited)
| | | | | |
Machinery-construction & mining: 0.13% | | | | | | |
| | | | | | |
Machinery-diversified: 0.31% | | | | | | |
CNH Industrial Capital LLC | | | | | | |
Mueller Water Products, Inc.144A | | | | | | |
| | | | | | |
Packaging & containers: 1.01% | | | | | | |
| | | | | | |
Clearwater Paper Corp.144A | | | | | | |
Graphic Packaging International LLC144A | | | | | | |
Packaging Corp. of America | | | | | | |
| | | | | | |
Sealed Air Corp./Sealed Air Corp. U.S.144A | | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
Hewlett Packard Enterprise Co. | | | | | | |
Hewlett Packard Enterprise Co. | | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
Microchip Technology, Inc. | | | | | | |
Microchip Technology, Inc. | | | | | | |
ON Semiconductor Corp.144A | | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
Take-Two Interactive Software, Inc. | | | | | | |
| | | | | | |
The accompanying notes are an integral part of these financial statements.
Allspring Managed Fixed Income Portfolio | 11
Portfolio of investments—October 31, 2024 (unaudited)
| | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
American Transmission Systems, Inc.144A | | | | | | |
| | | | | | |
CenterPoint Energy Houston Electric LLC | | | | | | |
Commonwealth Edison Co. Series 133 | | | | | | |
Connecticut Light & Power Co. | | | | | | |
Connecticut Light & Power Co. | | | | | | |
Connecticut Light & Power Co. | | | | | | |
| | | | | | |
Consumers Securitization Funding LLC Series A2 | | | | | | |
Dominion Energy South Carolina, Inc. | | | | | | |
Dominion Energy South Carolina, Inc. Series A | | | | | | |
| | | | | | |
Duke Energy Carolinas LLC | | | | | | |
Duke Energy Carolinas LLC | | | | | | |
| | | | | | |
| | | | | | |
Evergy Kansas Central, Inc. | | | | | | |
Evergy Metro, Inc. Series 2020 | | | | | | |
Florida Power & Light Co. | | | | | | |
| | | | | | |
Indianapolis Power & Light Co.144A | | | | | | |
Interstate Power & Light Co. | | | | | | |
| | | | | | |
Kentucky Utilities Co. Series KENT | | | | | | |
Louisville Gas & Electric Co. Series LOU | | | | | | |
| | | | | | |
NextEra Energy Operating Partners LP144A | | | | | | |
Northern States Power Co. | | | | | | |
Northern States Power Co. | | | | | | |
PPL Electric Utilities Corp. | | | | | | |
Public Service Co. of New Hampshire | | | | | | |
Public Service Electric & Gas Co. | | | | | | |
Public Service Electric & Gas Co. Series D | | | | | | |
| | | | | | |
| | | | | | |
Tucson Electric Power Co. | | | | | | |
| | | | | | |
| | | | | | |
Virginia Power Fuel Securitization LLC Series A-2 | | | | | | |
Wisconsin Power & Light Co. | | | | | | |
Wisconsin Power & Light Co. | | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
The accompanying notes are an integral part of these financial statements.
12 | Allspring Managed Fixed Income Portfolio
Portfolio of investments—October 31, 2024 (unaudited)
| | | | | |
| | | | | | |
CenterPoint Energy Resources Corp. | | | | | | |
Southern Co. Gas Capital Corp. | | | | | | |
Spire Missouri, Inc. Series 2034 | | | | | | |
| | | | | | |
Total corporate bonds and notes (Cost $113,666,189) | | | | | | |
Municipal obligations: 8.34% | | | | | | |
| | | | | | |
Miscellaneous revenue: 0.27% | | | | | | |
Alabama Federal Aid Highway Finance Authority Series B | | | | | | |
| | | | | | |
| | | | | | |
City of Yuma Excise Tax Revenue | | | | | | |
| | | | | | |
| | | | | | |
Campbell Union High School District | | | | | | |
Desert Community College District | | | | | | |
Oxnard Union High School District | | | | | | |
Palomar Community College District | | | | | | |
San Ramon Valley Unified School District | | | | | | |
Solano County Community College District Series B | | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
Orange County Local Transportation Authority Sales Tax Revenue Series A | | | | | | |
San Jose Redevelopment Agency Successor Agency Series A-T | | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
Colorado HFA Series G-1 (GNMA / FNMA / FHLMC Insured)%% | | | | | | |
| | | | | | |
| | | | | | |
Florida Housing Finance Corp. Series 4 (GNMA / FNMA / FHLMC Insured) | | | | | | |
Water & sewer revenue: 0.16% | | | | | | |
Florida Water Pollution Control Financing Corp. Clean Water State Revolving Fund Series A | | | | | | |
| | | | | | |
The accompanying notes are an integral part of these financial statements.
Allspring Managed Fixed Income Portfolio | 13
Portfolio of investments—October 31, 2024 (unaudited)
| | | | | |
| | | | | | |
| | | | | | |
Cherokee County Board of Education | | | | | | |
| | | | | | |
| | | | | | |
State of Hawaii Series GE | | | | | | |
State of Hawaii Series GM | | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
Indiana Finance Authority Community Foundation of Northwest Indiana Obligated Group | | | | | | |
Miscellaneous revenue: 0.07% | | | | | | |
Indianapolis Local Public Improvement Bond Bank Series A-2 | | | | | | |
| | | | | | |
| | | | | | |
Miscellaneous revenue: 0.03% | | | | | | |
Louisiana Local Government Environmental Facilities & CDA Series A | | | | | | |
| | | | | | |
State of Louisiana Gasoline & Fuels Tax Revenue Series A | | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
Maryland Department of Housing & Community Development Series D | | | | | | |
| | | | | | |
| | | | | | |
Commonwealth of Massachusetts Series C | | | | | | |
Commonwealth of Massachusetts Series D | | | | | | |
Commonwealth of Massachusetts Series E GO | | | | | | |
| | | | | | |
Water & sewer revenue: 0.04% | | | | | | |
Massachusetts Water Resources Authority | | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
University of Michigan Series A | | | | | | |
The accompanying notes are an integral part of these financial statements.
14 | Allspring Managed Fixed Income Portfolio
Portfolio of investments—October 31, 2024 (unaudited)
| | | | | |
| | | | | | |
Michigan Finance Authority Trinity Health Corp. Obligated Group Series T | | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
State of Minnesota Series F | | | | | | |
| | | | | | |
| | | | | | |
State of Mississippi Series E | | | | | | |
| | | | | | |
| | | | | | |
University of Nebraska Facilities Corp. Series A | | | | | | |
| | | | | | |
| | | | | | |
Hudson County Improvement Authority (AGM Insured) | | | | | | |
| | | | | | |
| | | | | | |
State of New York Series B | | | | | | |
State of New York Series C | | | | | | |
| | | | | | |
| | | | | | |
New York State Dormitory Authority State of New York Personal Income Tax Revenue Series F | | | | | | |
Water & sewer revenue: 0.15% | | | | | | |
New York City Municipal Water Finance Authority New York City Water & Sewer System Series GG | | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
North Carolina Housing Finance Agency Series 53-B (GNMA / FNMA / FHLMC Insured) | | | | | | |
| | | | | | |
| | | | | | |
North Dakota PFA State of North Dakota | | | | | | |
| | | | | | |
| | | | | | |
County of Cuyahoga Series B | | | | | | |
| | | | | | |
| | | | | | |
The accompanying notes are an integral part of these financial statements.
Allspring Managed Fixed Income Portfolio | 15
Portfolio of investments—October 31, 2024 (unaudited)
| | | | | |
| | | | | | |
State of Ohio Cleveland Clinic Health System Obligated Group Series G | | | | | | |
| | | | | | |
Ohio Housing Finance Agency Series C (GNMA / FNMA / FHLMC Insured) | | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
Oklahoma Development Finance Authority Public Service Co. of Oklahoma Series A-2 | | | | | | |
Oklahoma Development Finance Authority Series A-2 | | | | | | |
| | | | | | |
Water & sewer revenue: 0.21% | | | | | | |
Oklahoma Water Resources Board (Credit Enhancement Reserve Fund Insured) | | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
State of Oregon Department of Transportation Series B | | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
University of Pittsburgh-of the Commonwealth System of Higher Education Series A | | | | | | |
| | | | | | |
| | | | | | |
South Dakota Housing Development Authority Series E (GNMA / FNMA / FHLMC Insured) | | | | | | |
| | | | | | |
| | | | | | |
Board of Regents of the University of Texas System Series D | | | | | | |
| | | | | | |
Stafford Municipal School District Series B | | | | | | |
| | | | | | |
| | | | | | |
The accompanying notes are an integral part of these financial statements.
16 | Allspring Managed Fixed Income Portfolio
Portfolio of investments—October 31, 2024 (unaudited)
| | | | | |
| | | | | | |
Texas Department of Housing & Community Affairs Series C (GNMA Insured) | | | | | | |
| | | | | | |
Dallas Area Rapid Transit Series B | | | | | | |
| | | | | | |
Texas Natural Gas Securitization Finance Corp. | | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
Vermont Housing Finance Agency Property Transfer Tax Revenue | | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
Virginia Housing Development Authority Series A | | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
King County Public Hospital District No. 2 | | | | | | |
Water & sewer revenue: 0.21% | | | | | | |
City of Seattle Drainage & Wastewater Revenue Series A | | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
County of Ohio Special District Excise Tax Revenue | | | | | | |
| | | | | | |
| | | | | | |
State of Wisconsin Series 2 | | | | | | |
Total municipal obligations (Cost $30,350,799) | | | | | | |
Non-agency mortgage-backed securities: 3.80% | | | | | | |
BX Commercial Mortgage Trust Series 2022-AHP Class A (U.S. SOFR 1 Month+0.99%)144A± | | | | | | |
BX Commercial Mortgage Trust Series 2024-MDHS Class A (U.S. SOFR 1 Month+1.64%)144A± | | | | | | |
BX Trust Series 2021-RISE Class A (U.S. SOFR 1 Month+0.86%)144A± | | | | | | |
CAMB Commercial Mortgage Trust Series 2019-LIFE Class A (U.S. SOFR 1 Month+1.37%)144A± | | | | | | |
The accompanying notes are an integral part of these financial statements.
Allspring Managed Fixed Income Portfolio | 17
Portfolio of investments—October 31, 2024 (unaudited)
| | | | | |
Non-agency mortgage-backed securities(continued) | | | | | | |
DC Commercial Mortgage Trust Series 2023-DC Class A144A | | | | | | |
GS Mortgage Securities Corp. Trust Series 2023-SHIP Class A144A±± | | | | | | |
GS Mortgage Securities Trust Series 2014-GC26 Class A5 | | | | | | |
JPMBB Commercial Mortgage Securities Trust Series 2014-C26 Class A4 | | | | | | |
MHC Commercial Mortgage Trust Series 2021-MHC Class A (U.S. SOFR 1 Month+0.92%)144A± | | | | | | |
Morgan Stanley Bank of America Merrill Lynch Trust Series 2014-C19 Class A4 | | | | | | |
ONNI Commerical Mortgage Trust Series 2024-APT Class A144A±± | | | | | | |
| | | | | | |
Seasoned Credit Risk Transfer Trust Series 2018-3 Class MA±± | | | | | | |
Seasoned Credit Risk Transfer Trust Series 2019-3 Class M55D | | | | | | |
Seasoned Credit Risk Transfer Trust Series 2020-2 Class MT | | | | | | |
Towd Point Mortgage Trust Series 2018-3 Class A1144A±± | | | | | | |
Towd Point Mortgage Trust Series 2019-4 Class A1144A±± | | | | | | |
Total non-agency mortgage-backed securities (Cost $13,051,576) | | | | | | |
U.S. Treasury securities: 13.59% | | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
Total U.S. Treasury securities (Cost $55,607,062) | | | | | | |
The accompanying notes are an integral part of these financial statements.
18 | Allspring Managed Fixed Income Portfolio
Portfolio of investments—October 31, 2024 (unaudited)
| | | | | |
Yankee corporate bonds and notes: 4.49% | | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
Anglo American Capital PLC144A | | | | | | |
South32 Treasury Ltd.144A | | | | | | |
| | | | | | |
Consumer, non-cyclical: 0.41% | | | | | | |
Commercial services: 0.15% | | | | | | |
| | | | | | |
| | | | | | |
Teva Pharmaceutical Finance Netherlands III BV | | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
Cooperatieve Rabobank UA (1 Year Treasury Constant Maturity+0.73%)144A± | | | | | | |
HSBC Holdings PLC (U.S. SOFR+1.41%)± | | | | | | |
HSBC Holdings PLC (U.S. SOFR 3 Month+1.80%)± | | | | | | |
Mitsubishi UFJ Financial Group, Inc. (1 Year Treasury Constant Maturity+0.83%)± | | | | | | |
Mitsubishi UFJ Financial Group, Inc. (1 Year Treasury Constant Maturity+0.97%)± | | | | | | |
Royal Bank of Canada (U.S. SOFR+1.08%)± | | | | | | |
Royal Bank of Canada (U.S. SOFR+1.10%)± | | | | | | |
Sumitomo Mitsui Financial Group, Inc. | | | | | | |
Sumitomo Mitsui Financial Group, Inc. | | | | | | |
| | | | | | |
UBS Group AG (1 Year Treasury Constant Maturity+1.10%)144A± | | | | | | |
UBS Group AG (1 Year Treasury Constant Maturity+2.40%)144A± | | | | | | |
UBS Group AG (3 Month LIBOR+1.41%)144A± | | | | | | |
| | | | | | |
The accompanying notes are an integral part of these financial statements.
Allspring Managed Fixed Income Portfolio | 19
Portfolio of investments—October 31, 2024 (unaudited)
| | | | | |
| | | | | | |
| | | | | | |
Embraer Netherlands Finance BV144A | | | | | | |
Building materials: 0.14% | | | | | | |
| | | | | | |
Johnson Controls International PLC/Tyco Fire & Security Finance SCA | | | | | | |
| | | | | | |
| | | | | | |
Sensata Technologies BV144A | | | | | | |
Packaging & containers: 0.06% | | | | | | |
Smurfit Kappa Treasury ULC144A | | | | | | |
| | | | | | |
| | | | | | |
NXP BV/NXP Funding LLC/NXP USA, Inc. | | | | | | |
NXP BV/NXP Funding LLC/NXP USA, Inc. | | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
Total yankee corporate bonds and notes (Cost $15,425,361) | | | | | | |
Yankee government bonds: 0.12% | | | | | | |
| | | | | | |
| | | | | | |
Total yankee government bonds (Cost $431,549) | | | | | | |
| | | | | |
Short-term investments: 2.70% | | | | | | |
Investment companies: 2.70% | | | | | | |
Allspring Government Money Market Fund Select Class♠∞## | | | | | | |
Total short-term investments (Cost $8,995,096) | | | | | | |
Total investments in securities (Cost $363,741,984) | | | | | | |
Other assets and liabilities, net | | | | | | |
| | | | | | |
The accompanying notes are an integral part of these financial statements.
20 | Allspring Managed Fixed Income Portfolio
Portfolio of investments—October 31, 2024 (unaudited)
| The coupon of the security is adjusted based on the principal and/or interest payments received from the underlying pool of mortgages as well as the credit quality and the actual prepayment speed of the underlying mortgages. The rate shown is the rate in effect at period end. |
| 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. |
| Variable rate investment. The rate shown is the rate in effect at period end. |
| The security is purchased on a when-issued basis. |
| The security is fair valued in accordance with procedures approved by the Board of Trustees. |
| Security is valued using significant unobservable inputs. |
| The issuer of the security is an affiliated person of the Portfolio as defined in the Investment Company Act of 1940. |
| The rate represents the 7-day annualized yield at period end. |
| All or a portion of this security is segregated as collateral for when-issued securities. |
|
| Assured Guaranty Municipal |
| Community Development Authority |
| Federal Home Loan Mortgage Corporation |
| Federal National Mortgage Association |
| Government National Mortgage Association |
| |
| Housing Finance Authority |
| London Interbank Offered Rate |
| |
| |
| Secured Overnight Financing Rate |
Investments in affiliates
An affiliated investment is an investment in which the Portfolio owns at least 5% of the outstanding voting shares of the issuer or as a result of other relationships, such as the Portfolio and the issuer having the same adviser or investment manager. Transactions with issuers that were affiliates of the Portfolio at the end of the period were as follows:
| | | | | Net
change in
unrealized
gains
(losses) | | | Income
from
affiliated
securities |
| | | | | | | | |
Allspring Government Money Market Fund Select Class | | | | | | | | |
The accompanying notes are an integral part of these financial statements.
Allspring Managed Fixed Income Portfolio | 21
Statement of assets and liabilities—October 31, 2024 (unaudited)
Financial statements
Statement of assets and liabilities
| |
Investments in unaffiliated securities, at value (cost $354,746,888) | |
Investments in affiliated securities, at value (cost $8,995,096) | |
| |
| |
Receivable for investments sold | |
| |
| |
Payable for investments purchased | |
Payable for when-issued transactions | |
| |
Trustees’ fees and expenses payable | |
Accrued expenses and other liabilities | |
| |
| |
The accompanying notes are an integral part of these financial statements.
22 | Allspring Managed Fixed Income Portfolio
Statement of operations—six months ended October 31, 2024 (unaudited)
Statement of operations
| |
| |
Income from affiliated securities | |
| |
| |
| |
Custody and accounting fees | |
| |
Interest holder report expenses | |
Trustees’ fees and expenses | |
| |
| |
Less: Fee waivers and/or expense reimbursements | |
| |
| |
Realized and unrealized gains (losses) on investments | |
Net realized losses on investments | |
Net change in unrealized gains (losses) on investments | |
Net realized and unrealized gains (losses) on investments | |
Net increase in net assets resulting from operations | |
The accompanying notes are an integral part of these financial statements.
Allspring Managed Fixed Income Portfolio | 23
Statement of changes in net assets
Statement of changes in net assets
| Six months ended
October 31, 2024
(unaudited) | | |
| | | | | | |
| | | | | | |
Net realized losses on investments | | | | | | |
Net change in unrealized gains (losses) on investments | | | | | | |
Net increase (decrease) in net assets resulting from operations | | | | | | |
| | | | | | |
Transactions in investors’ beneficial interests | | | | | | |
| | | | | | |
| | | | | | |
Net decrease in net assets resulting from capital share transactions | | | | | | |
Total increase (decrease) in net assets | | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
1 For the eleven months ended April 30, 2024. The Portfolio changed its fiscal year end from May 31 to April 30, effective April 30, 2024.
The accompanying notes are an integral part of these financial statements.
24 | Allspring Managed Fixed Income Portfolio
| Six months ended
October 31, 2024
(unaudited) | | |
| | | | | |
| | | | | | | |
Ratios to average net assets (annualized) | | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| For the eleven months ended April 30, 2024. The Portfolio changed its fiscal year end from May 31 to April 30, effective April 30, 2024. |
| Total return calculations do not include any sales charges. Returns include adjustments required by U.S. GAAP and may differ from net asset values and performance reported elsewhere. Returns for periods of less than one year are not annualized. |
| Net expense ratios reflect voluntary waivers, if any. |
The accompanying notes are an integral part of these financial statements.
Allspring Managed Fixed Income Portfolio | 25
Notes to financial statements (unaudited)
Notes to financial statements
Allspring Master 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 Managed Fixed Income Portfolio (the “Portfolio”) which is a diversified series of the Trust.
Interests in the Portfolio are available solely through private placement transactions that do not involve any “public offering” within the meaning of Section 4(a)(2) of the Securities Act of 1933.
2.
SIGNIFICANT ACCOUNTING POLICIES
The following significant accounting policies, which are consistently followed in the preparation of the financial statements of the Portfolio, are in conformity with U.S. generally accepted accounting principles (“GAAP”) 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.
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 Portfolio may deviate from this calculation time under unusual or unexpected circumstances.
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.
Investments in registered open-end investment companies (other than those listed on a foreign or domestic exchange or market) are valued at net asset value.
Investments which are not valued using the methods discussed above are valued at their fair value, as determined in good faith by Allspring Funds Management, LLC (“Allspring Funds Management”), which was named the valuation designee by the Board of Trustees. As the valuation designee, Allspring Funds Management is responsible for day-to-day valuation activities for the Allspring Funds. In connection with these responsibilities, Allspring Funds Management has established a Valuation Committee 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. On a quarterly basis, the Board of Trustees receives reports of valuation actions taken by the Valuation Committee. On at least an annual basis, the Board of Trustees receives an assessment of the adequacy and effectiveness of Allspring Funds Management’s process for determining the fair value of the portfolio of investments.
The Portfolio may purchase securities on a forward commitment or when-issued basis. The Portfolio records a when-issued transaction on the trade date and will segregate assets in an amount at least equal in value to the Portfolio’s commitment to purchase when-issued securities. Securities purchased on a when-issued basis are marked-to-market daily and the Portfolio begins earning interest on the settlement date. Losses may arise due to changes in the market value of the underlying securities or if the counterparty does not perform under the contract.
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.
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. Paydown gains and losses are included in interest income.
Interest income is recorded net of foreign taxes withheld where recovery of such taxes is not assured.
Interest earned on cash balances held at the custodian is recorded as interest income.
The Portfolio is not required to pay federal income taxes on its net investment income and net capital gains as it is treated as a partnership for federal income tax purposes. All income, gains and losses of the Portfolio are deemed to have been “passed through” to the interest holders in proportion to their holdings of the Portfolio regardless of whether income and gains have been distributed by the Portfolio.
The Portfolio’s income tax returns and all financial records supporting those returns for the prior three fiscal years are subject to examination by the federal revenue authority. Management has analyzed the Portfolio’s tax positions taken on federal, state, and foreign tax returns, as applicable, for all open tax years and does not believe that there are any uncertain tax positions that require recognition of a tax liability.
26 | Allspring Managed Fixed Income Portfolio
Notes to financial statements (unaudited)
As of October 31, 2024, the aggregate cost of all investments for federal income tax purposes was $364,074,596 and the unrealized gains (losses) consisted of:
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 Portfolio’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 Portfolio’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 Portfolio’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 Portfolio’s assets and liabilities as of October 31, 2024:
| | Other significant
observable inputs
(Level 2) | Significant
unobservable inputs
(Level 3) | |
| | | | |
| | | | |
| | | | |
| | | | |
Corporate bonds and notes | | | | |
| | | | |
Non-agency mortgage-backed securities | | | | |
| | | | |
Yankee corporate bonds and notes | | | | |
| | | | |
| | | | |
| | | | |
| | | | |
Additional sector, industry or geographic detail, if any, is included in the Portfolio of Investments.
At October 31, 2024, the Portfolio did not have any transfers into/out of Level 3.
4.
TRANSACTIONS WITH AFFILIATES
The Trust has entered into an advisory contract with Allspring Funds Management, a wholly owned subsidiary of Allspring Global Investments Holdings, LLC, a holding company indirectly owned by certain private funds of GTCR LLC and Reverence Capital Partners, L.P. The adviser is responsible for implementing investment policies and guidelines and for supervising the subadviser, who is responsible for day-to-day portfolio management of the
Allspring Managed Fixed Income Portfolio | 27
Notes to financial statements (unaudited)
Portfolio. Pursuant to the contract, Allspring Funds Management is entitled to receive an advisory fee at the following annual rate based on the Portfolio’s average daily net assets:
For the six months ended October 31, 2024, the advisory fee was equivalent to an annual rate of 0.40% of the Portfolio’s average daily net assets.
Allspring Funds Management has retained the services of a subadviser to provide daily portfolio management to the Portfolio. The fee for subadvisory services is borne by Allspring Funds Management. Galliard Capital Management, LLC, an affiliate of Allspring Funds Management and a wholly owned subsidiary of Allspring Global Investments Holdings, LLC, is the subadviser to the Portfolio and is entitled to receive a fee from Allspring Funds Management at an annual rate starting at 0.20% and declining to 0.10% as the average daily net assets of the Portfolio increase.
Allspring Funds Management has voluntarily waived and/or reimbursed advisory fees to reduce the net operating expense ratio of the Portfolio. These voluntary waivers may be discontinued at any time.
The Portfolio 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 Portfolio did not have any interfund transactions during the six months ended October 31, 2024.
5.
INVESTMENT PORTFOLIO TRANSACTIONS
Purchases and sales of investments, excluding short-term securities, for the six months ended October 31, 2024 were as follows:
The Trust, along with Allspring Variable Trust and Allspring Funds Trust (excluding the money market funds), are parties to a $275,000,000 (prior to July 9, 2024: $350,000,000), revolving credit agreement whereby the Portfolio is permitted to use bank borrowings for temporary or emergency purposes, such as to fund interest holders withdrawal requests. Interest under the credit agreement is charged to the Portfolio based on a borrowing rate equal to the higher of the Federal Funds rate or the overnight bank funding rate in effect on that day plus a spread. In addition, an annual commitment fee based on the unused balance is allocated to each participating fund.
For the six months ended October 31, 2024, there were no borrowings by the Portfolio under the agreement.
Under the Portfolio’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 Portfolio. The Portfolio has entered into a separate agreement with each Trustee that converts indemnification rights currently existing under the Portfolio’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 Portfolio may enter into contracts with service providers that contain a variety of indemnification clauses. The Portfolio’s maximum exposure under these arrangements is dependent on future claims that may be made against the Portfolio and, therefore, cannot be estimated.
At a meeting held on November 11-13, 2024, the Board of Trustees of the Fund approved the liquidation and termination of the Portfolio, which is expected to occur in the first quarter of 2025.
28 | Allspring Managed Fixed Income Portfolio
Other information (unaudited)
Other 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 1-866-259-3305, 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.
Quarterly portfolio holdings information
The Portfolio 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. Interest Holders may view the filed Form N-PORT by visiting the SEC website at sec.gov.
Allspring Managed Fixed Income Portfolio | 29
Other information (unaudited)
Item 8. Changes in and disagreements with accountants
Item 9. Matters submitted to fund shareholders for a vote
Item 10. Remuneration paid to directors, officers and others
Refer to information in the Statement of operations.
30 | Allspring Managed Fixed Income Portfolio
Other information (unaudited)
Item 11. Statement regarding basis for the board’s approval of investment advisory contract
Board consideration of investment management and sub-advisory agreements:
Under the Investment Company Act of 1940 (the “1940 Act”), the Board of Trustees (the “Board”) of Allspring Master Trust (the “Trust”) must determine annually whether to approve the continuation of the Trust’s investment advisory and sub-advisory agreements. In this regard, at a Board meeting held on May 28-30, 2024 (the “Meeting”), the Board, all the members of which have no direct or indirect interest in the investment advisory 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 the Allspring Managed Fixed Income Portfolio (the “Portfolio”): (i) an investment advisory agreement (the “Advisory Agreement”) with Allspring Funds Management, LLC (“Allspring Funds Management”); and (ii) an investment sub-advisory agreement (the “Sub-Advisory Agreement”) with Galliard Capital Management, LLC (the “Sub-Adviser”), an affiliate of Allspring Funds Management. The Advisory Agreement and the Sub-Advisory Agreement are collectively referred to as the “Advisory Agreements.”
At the Meeting, the Board considered the factors and reached the conclusions described below relating to the selection of Allspring Funds Management and the Sub-Adviser and the approval of the Advisory Agreements. Prior to the Meeting, including at a meeting of the Board held in April 2024, and at the Meeting, the Trustees conferred extensively among themselves and with representatives of Allspring Funds Management about these matters. 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, Allspring 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 2024. 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 interactions with Allspring Funds Management and the Sub-Adviser about various topics. In this regard, the Board reviewed reports of Allspring 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 Allspring 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 Portfolio as part of its consideration of agreements for funds across the complex, but its approvals were made on a portfolio-by-portfolio 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 Portfolio by Allspring Funds Management and the Sub-Adviser under the Advisory Agreements. This information included a description of the investment advisory services and Portfolio-level administrative services covered by the Advisory Agreement, as well as, among other things, a summary of the background and experience of senior management of Allspring Global Investments, of which Allspring Funds Management and the Sub-Adviser are a part, and a summary of investments made in the Allspring Global Investments business.* The Board also received information about the services that continue to be provided by Wells Fargo & Co. and/or its affiliates (“Wells Fargo”) since the sale of Wells Fargo Asset Management to Allspring Global Investments Holdings, LLC, a holding company indirectly owned by certain private funds of GTCR LLC and Reverence Capital Partners, L.P., under a transition services agreement and an update on the anticipated timeline for exiting the transition services agreement. In addition, the Board received and considered information about the full range of services provided to the Portfolio by Allspring Funds Management and its affiliates.
The Board considered the qualifications, background, tenure, and responsibilities of each of the portfolio managers primarily responsible for the day-to-day portfolio management of the Portfolio. The Board evaluated the ability of Allspring 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 Allspring Funds Management and the Sub-Adviser. The Board received and considered information about Allspring Global Investments’ risk management functions, which included information about Allspring Funds
*
The trade name for the asset management firm that includes Allspring Funds Management and the Sub-Adviser is “Allspring Global Investments.”
Allspring Managed Fixed Income Portfolio | 31
Other information (unaudited)
Management’s and the Sub-Adviser’s business continuity plans, their approaches to data privacy and cybersecurity, Allspring Funds Management’s role as administrator of the Portfolio’s liquidity risk management program, and fair valuation designee. The Board also received and considered information about Allspring Funds Management’s intermediary and vendor oversight program.
Portfolio investment performance and expenses
The Board considered the investment performance results for the Portfolio over various time periods ended December 31, 2023. 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 Portfolio (the “Universe”), and in comparison to the Portfolio’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 Portfolio 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 Portfolio was higher than the investment performance of its benchmark index, the Bloomberg U.S. Aggregate Bond Index, for all periods under review.
The Board also received and considered information regarding the fee rates that are payable to Allspring Funds Management for investment advisory services (as discussed below), which are the only fees charged at the Portfolio level, relative to corresponding class-specific expense groups that were determined by Broadridge to be similar to the Portfolio (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.
The Board took into account the Portfolio’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 Portfolio to Allspring Funds Management under the Advisory Agreement (the “Advisory Rate”). The Board also reviewed and considered the contractual investment sub-advisory fee rates payable by Allspring Funds Management to the Sub-Adviser for investment sub-advisory services.
The Board reviewed a comparison of the Advisory Agreement Rate of the Portfolio with those of other funds in the Portfolio’s expense Group at a common asset level. The Board noted that the Portfolio’s Advisory Agreement Rate was in range of the median rate for the Portfolio’s expense Group.
The Board also received and considered information about the portion of the total advisory fee that was retained by Allspring 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 Allspring Funds Management and not delegated to or assumed by the Sub-Adviser, and about Allspring Funds Management’s on-going oversight services. Given the affiliation between Allspring 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 Allspring Funds Management and the Sub-Adviser to other types of clients with investment strategies similar to those of the Portfolio. In this regard, the Board received information about the significantly greater scope of services, and compliance, reporting and other legal and regulatory obligations 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 Allspring Funds Management under the Advisory Agreement and to the Sub-Adviser under the Sub-Advisory Agreement was reasonable.
The Board received and considered information concerning the profitability of Allspring Funds Management, as well as the profitability of Allspring Global Investments, from providing services to the fund complex as a whole. The Board noted that the Sub-Adviser’s profitability information with respect to providing services to the Portfolio and other funds in the complex was subsumed in the Allspring Global Investments profitability analysis.
Allspring 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 Allspring Funds Management or Allspring Global Investments from services provided to the Portfolio to be at a level that would prevent it from approving the continuation of the Advisory Agreements.
32 | Allspring Managed Fixed Income Portfolio
Other information (unaudited)
Economies of scale
The Board received and considered information about the potential for Allspring Funds Management to experience economies of scale in the provision of management services to the Portfolio, the difficulties of isolating and quantifying economies of scale at an individual fund level, and the extent to which potential scale benefits are shared with Portfolio shareholders. The Board noted the existence of breakpoints in the Portfolio’s advisory fee structure, which operate generally to reduce the Portfolio’s expense ratios as the Portfolio grows in size, and the size of the Portfolio in relation to such breakpoints. The Board considered that in addition to management fee breakpoints, Allspring 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 Allspring Funds Management’s arrangements with respect to the Portfolio, including contractual breakpoints, constituted a reasonable approach to sharing potential economies of scale with the Portfolio and its shareholders.
Other benefits to Allspring Funds Management and the Sub-Adviser
The Board received and considered information regarding potential “fall-out” or ancillary benefits received by Allspring Funds Management and its affiliates, including the Sub-Adviser, as a result of their relationships with the Portfolio. Ancillary benefits could include, among others, benefits directly attributable to other relationships with the Portfolio and benefits potentially derived from an increase in Allspring Funds Management’s and the Sub-Adviser’s business as a result of their relationships with the Portfolio. The Board noted that Allspring Funds Distributor, LLC, an affiliate of Allspring Funds Management, receives distribution-related fees in respect of shares sold or held through it. The Board also reviewed information about soft dollar credits earned and utilized by the Sub-Adviser.
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 Allspring Funds Management and its affiliates, including the Sub-Adviser, were unreasonable.
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 Allspring 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 Managed Fixed Income Portfolio | 33
For more information
More information about Allspring Funds is available free upon request. To obtain literature, please write, visit the Portfolio’s website, or call:
Allspring Funds
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: 1-800-260-5969
This report and the financial statements contained herein are submitted for the general information of the interest holders of the Portfolio. 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 Portfolio’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.
© 2024 Allspring Global Investments Holdings, LLC. All rights reserved.
Allspring Absolute Return Fund and Macro Strategies Portfolio
Long Form Financial Statements
Semi-Annual Report
Allspring Absolute Return Fund | 1
Portfolio of investments—October 31, 2024 (unaudited)
| | | | | |
Investment companies: 100.18% | | | | | | |
Affiliated master portfolios: 65.94% | | | | | | |
Allspring Disciplined International Developed Markets Portfolio | | | | | | |
Allspring Disciplined Large Cap Portfolio | | | | | | |
Allspring Macro Strategies Portfolio | | | | | | |
| | | | | | |
Alternative investment funds: 13.27% | | | | | | |
Allspring Alternative Risk Premia Fund Class R6♠ | | | | | | |
| | | | | | |
Allspring Income Plus Fund Institutional Class♠ | | | | | | |
Allspring Short-Term High Income Fund Institutional Class♠ | | | | | | |
| | | | | | |
Exchange-traded funds: 3.65% | | | | | | |
iShares J.P. Morgan USD Emerging Markets Bond ETF | | | | | | |
| | | | | | |
Allspring Disciplined Small Cap Fund Class R6♠ | | | | | | |
Allspring Emerging Markets Equity Income Fund Class R6♠ | | | | | | |
Allspring Special International Small Cap Fund Class R6♠† | | | | | | |
Allspring Special Mid Cap Value Fund Class R6♠† | | | | | | |
| | | | | | |
Total investment companies (Cost $592,000,080) | | | | | | |
Total investments in securities (Cost $592,000,080) | | | | | | |
Other assets and liabilities, net | | | | | | |
| | | | | | |
| The issuer of the security is an affiliated person of the Fund as defined in the Investment Company Act of 1940. |
| Non-income-earning security |
The accompanying notes are an integral part of these financial statements.
2 | Allspring Absolute Return Fund
Portfolio of investments—October 31, 2024 (unaudited)
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 affiliates of the Fund at the end of the period were as follows:
| | | | Net
realized
gains
(losses) on
affiliated
Underlying
Funds | Net
change in
unrealized
gains
(losses) on
affiliated
Underlying
Funds | |
| | | | | | |
Allspring Alternative Risk Premia Fund Class R6 | | | | | | |
Allspring Disciplined Small Cap Fund Class R6 | | | | | | |
Allspring Emerging Markets Equity Income Fund Class R6 | | | | | | |
Allspring Income Plus Fund Institutional Class | | | | | | |
Allspring Short Term-High Income Fund Institutional Class | | | | | | |
Allspring Special International Small Cap Fund Class R6† | | | | | | |
Allspring Special Mid Cap Value Fund Class R6† | | | | | | |
| | | | | | |
| | Dividends from
affiliated
Underlying Funds |
| | |
Allspring Alternative Risk Premia Fund Class R6 | | |
Allspring Disciplined Small Cap Fund Class R6 | | |
Allspring Emerging Markets Equity Income Fund Class R6 | | |
Allspring Income Plus Fund Institutional Class | | |
Allspring Short Term-High Income Fund Institutional Class | | |
Allspring Special International Small Cap Fund Class R6† | | |
Allspring Special Mid Cap Value Fund Class R6† | | |
| | |
| Non-income-earning security |
Transactions with the affiliated Master Portfolios were as follows:
| % of
ownership,
beginning
of period | % of
ownership,
end of
period | Net realized
gains
(losses) on
investments
allocated
from
affiliated
Master
Portfolios | Net
change in
unrealized
gains
(losses) on
investments
allocated
from
affiliated
Master
Portfolios | Interest
allocated
from
affiliated
Master
Portfolios | Dividends
allocated
from
affiliated
Master
Portfolios | Affiliated
Income
Allocated
from
affiliated
Master
Portfolios | |
Allspring Disciplined International Developed Markets Portfolio | | | | | | | | |
Allspring Disciplined Large Cap Portfolio | | | | | | | | |
Allspring Macro Strategies Portfolio | | | | | | | | |
| | | | | | | | |
The accompanying notes are an integral part of these financial statements.
Allspring Absolute Return Fund | 3
Statement of assets and liabilities—October 31, 2024 (unaudited)
Financial statements
Statement of assets and liabilities
| |
Investments in affiliated Master Portfolio, at value (cost $391,394,842) | |
Investments in unaffiliated Underlying Funds, at value (cost $21,971,018) | |
Investments in affiliated Underlying Funds, at value (cost $178,634,220) | |
Receivable for Fund shares sold | |
| |
Receivable for investments sold | |
Prepaid expenses and other assets | |
| |
| |
Payable for Fund shares redeemed | |
Shareholder report expenses payable | |
| |
Payable for investments purchased | |
Administration fees payable | |
Shareholder servicing fee payable | |
| |
Trustees’ fees and expenses payable | |
Overdraft due to custodian bank | |
Accrued expenses and other liabilities | |
| |
| |
| |
| |
| |
| |
The accompanying notes are an integral part of these financial statements.
4 | Allspring Absolute Return Fund
Statement of assets and liabilities—October 31, 2024 (unaudited)
Statement of assets and liabilities
Computation of net asset value and offering price per share | |
| |
Shares outstanding–Class A1 | |
Net asset value per share–Class A | |
Maximum offering price per share – Class A2 | |
| |
Shares outstanding–Class C1 | |
Net asset value per share–Class C | |
| |
Shares outstanding–Class R61 | |
Net asset value per share–Class R6 | |
Net assets–Administrator Class | |
Shares outstanding–Administrator Class1 | |
Net asset value per share–Administrator Class | |
Net assets–Institutional Class | |
Shares outstanding–Institutional Class1 | |
Net asset value per share–Institutional Class | |
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.
Allspring Absolute Return Fund | 5
Statement of operations—six months ended October 31, 2024 (unaudited)
Statement of operations
| |
Interest allocated from affiliated Master Portfolios | |
Affiliated income allocated from affiliated Master Portfolios | |
Dividends from affiliated Underlying Funds | |
Dividends allocated from affiliated Master Portfolios (net of foreign withholding taxes of $97,013) | |
Dividends from unaffiliated securities | |
| |
Expenses allocated from affiliated Master Portfolios | |
| |
| |
| |
| |
| |
| |
| |
| |
| |
Shareholder servicing fees | |
| |
| |
| |
| |
| |
Custody and accounting fees | |
| |
| |
Shareholder report expenses | |
Trustees’ fees and expenses | |
| |
| |
Less: Fee waivers and/or expense reimbursements | |
| |
| |
| |
| |
| |
The accompanying notes are an integral part of these financial statements.
6 | Allspring Absolute Return Fund
Statement of operations—six months ended October 31, 2024 (unaudited)
Statement of operations
Realized and unrealized gains (losses) on investments | |
| |
Investments allocated from affiliated Master Portfolios | |
Affiliated Underlying Funds | |
Net realized gains on investments | |
Net change in unrealized gains (losses) on | |
Investments allocated from affiliated Master Portfolios | |
Affiliated Underlying Funds | |
Unaffiliated Underlying Funds | |
Net change in unrealized gains (losses) on investments | |
Net realized and unrealized gains (losses) on investments | |
Net increase in net assets resulting from operations | |
The accompanying notes are an integral part of these financial statements.
Allspring Absolute Return Fund | 7
Statement of changes in net assets
Statement of changes in net assets
|
Six months ended
October 31, 2024 (unaudited) | |
| | | | |
| | | | |
Net realized gains on investments | | | | |
Net change in unrealized gains (losses) on investments | | | | |
Net increase in net assets resulting from operations | | | | |
Distributions to shareholders from | | | | |
Net investment income and net realized gains | | | | |
| | | | |
| | | | |
| | | | |
| | | | |
| | | | |
Total distributions to shareholders | | | | |
Capital share transactions | | | | |
Proceeds from shares sold | | | | |
| | | | |
| | | | |
| | | | |
| | | | |
| | | | |
| | | | |
Reinvestment of distributions | | | | |
| | | | |
| | | | |
| | | | |
| | | | |
| | | | |
| | | | |
Payment for shares redeemed | | | | |
| | | | |
| | | | |
| | | | |
| | | | |
| | | | |
| | | | |
The accompanying notes are an integral part of these financial statements.
8 | Allspring Absolute Return Fund
Statement of changes in net assets
Statement of changes in net assets
| Six months ended October 31, 2024 (unaudited) | |
| | | | |
| | | | |
| | | | |
| | | | |
| | | | |
Net decrease in net assets resulting from capital share transactions | | | | |
Total decrease in net assets | | | | |
| | | | |
| | | | |
| | | | |
1 Effective at the close of business on June 16, 2023, Class R shares were converted to Class A shares and are no longer offered by the Fund.
The accompanying notes are an integral part of these financial statements.
Allspring Absolute Return Fund | 9
Financial highlights
(For a share outstanding throughout each period)
| Six months ended
October 31, 2024
(unaudited) | |
| | | | | |
Net asset value, beginning of period | | | | | | |
| | | | | | |
Net realized and unrealized gains (losses) on investments | | | | | | |
Total from investment operations | | | | | | |
Distributions to shareholders from | | | | | | |
| | | | | | |
Net asset value, end of period | | | | | | |
| | | | | | |
Ratios to average net assets (annualized) | | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
Net assets, end of period (000s omitted) | | | | | | |
| Including net expenses allocated from the affiliated Master Portfolios, the expense ratios would be increased by the following amounts: |
Six months ended October 31, 2024 (unaudited) | |
Year ended April 30, 2024 | |
| Ratios do not include net expenses of GMO Benchmark-Free Allocation Fund, Class MF. Including net expenses allocated from GMO Benchmark-Free Allocation Fund, Class MF, the ratios would be increased by the following amounts: |
Year ended April 30, 2024 | |
Year ended April 30, 2023 | |
Year ended April 30, 2022 | |
Year ended April 30, 2021 | |
Year ended April 30, 2020 | |
| Calculated based upon average shares outstanding |
| Total return calculations do not include any sales charges. Returns include adjustments required by U.S. GAAP and may differ from net asset values and performance reported elsewhere. Returns for periods of less than one year are not annualized. |
The accompanying notes are an integral part of these financial statements.
10 | Allspring Absolute Return Fund
(For a share outstanding throughout each period)
| Six months ended
October 31, 2024
(unaudited) | |
| | | | | |
Net asset value, beginning of period | | | | | | |
| | | | | | |
| | | | | | |
Net realized and unrealized gains (losses) on investments | | | | | | |
Total from investment operations | | | | | | |
Distributions to shareholders from | | | | | | |
| | | | | | |
Net asset value, end of period | | | | | | |
| | | | | | |
Ratios to average net assets (annualized) | | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
Net assets, end of period (000s omitted) | | | | | | |
| Including net expenses allocated from the affiliated Master Portfolios, the expense ratios would be increased by the following amounts: |
Six months ended October 31, 2024 (unaudited) | |
Year ended April 30, 2024 | |
| Ratios do not include net expenses of GMO Benchmark-Free Allocation Fund, Class MF. Including net expenses allocated from GMO Benchmark-Free Allocation Fund, Class MF, the ratios would be increased by the following amounts: |
Year ended April 30, 2024 | |
Year ended April 30, 2023 | |
Year ended April 30, 2022 | |
Year ended April 30, 2021 | |
Year ended April 30, 2020 | |
| Calculated based upon average shares outstanding |
| Total return calculations do not include any sales charges. Returns include adjustments required by U.S. GAAP and may differ from net asset values and performance reported elsewhere. Returns for periods of less than one year are not annualized. |
| During the year ended April 30, 2021, the Fund received a payment from an affiliate that had an impact of 0.53% on total return. |
The accompanying notes are an integral part of these financial statements.
Allspring Absolute Return Fund | 11
(For a share outstanding throughout each period)
| Six months ended
October 31, 2024
(unaudited) | |
| | | | | |
Net asset value, beginning of period | | | | | | |
| | | | | | |
Net realized and unrealized gains (losses) on investments | | | | | | |
Total from investment operations | | | | | | |
Distributions to shareholders from | | | | | | |
| | | | | | |
Net asset value, end of period | | | | | | |
| | | | | | |
Ratios to average net assets (annualized) | | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
Net assets, end of period (000s omitted) | | | | | | |
| Including net expenses allocated from the affiliated Master Portfolios, the expense ratios would be increased by the following amounts: |
Six months ended October 31, 2024 (unaudited) | |
Year ended April 30, 2024 | |
| Ratios do not include net expenses of GMO Benchmark-Free Allocation Fund, Class MF. Including net expenses allocated from GMO Benchmark-Free Allocation Fund, Class MF, the ratios would be increased by the following amounts: |
Year ended April 30, 2024 | |
Year ended April 30, 2023 | |
Year ended April 30, 2022 | |
Year ended April 30, 2021 | |
Year ended April 30, 2020 | |
| Calculated based upon average shares outstanding |
| Returns include adjustments required by U.S. GAAP and may differ from net asset values and performance reported elsewhere. Returns for periods of less than one year are not annualized. |
The accompanying notes are an integral part of these financial statements.
12 | Allspring Absolute Return Fund
(For a share outstanding throughout each period)
| Six months ended
October 31, 2024
(unaudited) | |
| | | | | |
Net asset value, beginning of period | | | | | | |
| | | | | | |
| | | | | | |
Net realized and unrealized gains (losses) on investments | | | | | | |
Total from investment operations | | | | | | |
Distributions to shareholders from | | | | | | |
| | | | | | |
Net asset value, end of period | | | | | | |
| | | | | | |
Ratios to average net assets (annualized) | | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
Net assets, end of period (000s omitted) | | | | | | |
| Including net expenses allocated from the affiliated Master Portfolios, the expense ratios would be increased by the following amounts: |
Six months ended October 31, 2024 (unaudited) | |
Year ended April 30, 2024 | |
| Ratios do not include net expenses of GMO Benchmark-Free Allocation Fund, Class MF. Including net expenses allocated from GMO Benchmark-Free Allocation Fund, Class MF, the ratios would be increased by the following amounts: |
Year ended April 30, 2024 | |
Year ended April 30, 2023 | |
Year ended April 30, 2022 | |
Year ended April 30, 2021 | |
Year ended April 30, 2020 | |
| Calculated based upon average shares outstanding |
| Returns include adjustments required by U.S. GAAP and may differ from net asset values and performance reported elsewhere. Returns for periods of less than one year are not annualized. |
| During the year ended April 30, 2021, the Fund received a payment from an affiliate that had an impact of 0.62% on total return. |
The accompanying notes are an integral part of these financial statements.
Allspring Absolute Return Fund | 13
(For a share outstanding throughout each period)
| Six months ended
October 31, 2024
(unaudited) | |
| | | | | |
Net asset value, beginning of period | | | | | | |
| | | | | | |
Net realized and unrealized gains (losses) on investments | | | | | | |
Total from investment operations | | | | | | |
Distributions to shareholders from | | | | | | |
| | | | | | |
Net asset value, end of period | | | | | | |
| | | | | | |
Ratios to average net assets (annualized) | | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
Net assets, end of period (000s omitted) | | | | | | |
| Including net expenses allocated from the affiliated Master Portfolios, the expense ratios would be increased by the following amounts: |
Six months ended October 31, 2024 (unaudited) | |
Year ended April 30, 2024 | |
| Ratios do not include net expenses of GMO Benchmark-Free Allocation Fund, Class MF. Including net expenses allocated from GMO Benchmark-Free Allocation Fund, Class MF, the ratios would be increased by the following amounts: |
Year ended April 30, 2024 | |
Year ended April 30, 2023 | |
Year ended April 30, 2022 | |
Year ended April 30, 2021 | |
Year ended April 30, 2020 | |
| Calculated based upon average shares outstanding |
| Returns include adjustments required by U.S. GAAP and may differ from net asset values and performance reported elsewhere. Returns for periods of less than one year are not annualized. |
The accompanying notes are an integral part of these financial statements.
14 | Allspring Absolute Return Fund
Notes to financial statements (unaudited)
Notes to financial statements
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 Absolute Return Fund (the “Fund”) which is a diversified series of the Trust.
The Fund is a fund-of-funds that invests in various affiliated mutual funds (“Underlying Funds”) employing a multi-asset, multi-style investment approach designed to reduce the price and return volatility of the Fund and to provide more consistent returns. The Fund may also invest directly in securities. The Underlying Funds incur separate expenses in seeking to achieve their investment objectives. Investments in affiliated Underlying Funds may also include investments in one or more separate diversified portfolios (collectively, the “affiliated Master Portfolios”) of Allspring Master Trust, a registered open-end management investment company. Each affiliated Master Portfolio directly acquires portfolio securities and the Fund acquires an indirect interest in those securities. The Fund accounts for its investments in the affiliated Master Portfolios as partnership investments and records on a daily basis its share of the affiliated Master Portfolio’s income, expense and realized and unrealized gains and losses. The financial statements of the affiliated Master Portfolios are presented in separate financial statements and may be obtained free of charge by contacting Investor Services or by visiting the SEC website at sec.gov. The financial statements of the affiliated Master Portfolios are filed with the SEC under Allspring Master Trust. The financial statements for all other affiliated Underlying Funds are also publicly available on the SEC website at sec.gov.
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 (“GAAP”) 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.
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.
Investments in the affiliated Master Portfolios are valued daily based on each Fund’s proportionate share of each affiliated Master Portfolio’s net assets, which are also valued daily.
Equity securities and exchange-traded funds 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.
Investments in registered open-end investment companies (other than those listed on a foreign or domestic exchange or market) are valued at net asset value.
Investments which are not valued using the methods discussed above are valued at their fair value, as determined in good faith by Allspring Funds Management, LLC (“Allspring Funds Management”), which was named the valuation designee by the Board of Trustees. As the valuation designee, Allspring Funds Management is responsible for day-to-day valuation activities for the Allspring Funds. In connection with these responsibilities, Allspring Funds Management has established a Valuation Committee 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. On a quarterly basis, the Board of Trustees receives reports of valuation actions taken by the Valuation Committee. On at least an annual basis, the Board of Trustees receives an assessment of the adequacy and effectiveness of Allspring Funds Management’s process for determining the fair value of the portfolio of investments.
Investment transactions and income recognition
Investments in the affiliated Master Portfolios are recorded on a trade date basis. The Fund records daily its proportionate share of the affiliated Master Portfolio’s income, expenses and realized and unrealized gains or losses. The Fund also accrues its own expenses.
Securities transactions are recorded on a trade date basis. Realized gains or losses are recorded on the basis of identified cost.
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 dividends and capital gain distributions from investment companies are recorded on the ex-dividend date. Capital gain distributions from investment companies are treated as realized gains.
Interest earned on cash balances held at the custodian is recorded as interest income.
Allspring Absolute Return Fund | 15
Notes to financial statements (unaudited)
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. GAAP. 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.
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 Cayman Subsidiary of a Master Portfolio that the Fund invests in, is classified as a controlled foreign corporation under Subchapter N of the Internal Revenue Code. Therefore, the Fund is required to increase its taxable income by its share of the Subsidiary’s income. Net investment losses of the Subsidiary cannot be deducted by the Fund in the current period nor carried forward to offset taxable income in future periods.
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, as applicable, 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, 2024, the aggregate cost of all investments for federal income tax purposes was $586,232,100 and the unrealized gains (losses) consisted of:
As of April 30, 2024, the Fund had capital loss carryforwards which consisted of $7,586,661 in short-term capital losses and $384,903,470 in long-term capital losses.
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.
16 | Allspring Absolute Return Fund
Notes to financial statements (unaudited)
The following is a summary of the inputs used in valuing the Fund’s assets and liabilities as of October 31, 2024:
| | Other significant
observable inputs
(Level 2) | Significant
unobservable inputs
(Level 3) | |
| | | | |
| | | | |
| | | | |
Investments measured at net asset value* | | | | |
| | | | |
| Investments that are measured at fair value using the net asset value per share (or its equivalent) as a practical expedient have not been categorized in the fair value hierarchy. The fair value amount presented in the table is intended to permit reconciliation of the fair value hierarchy to the amounts presented in the Statement of Assets and Liabilities. The Fund’s investments in the affiliated Master Portfolios are valued at $390,659,053. Each affiliated Master Portfolio does not have a redemption period notice, can be redeemed daily and does not have any unfunded commitments. |
At October 31, 2024, the Fund did not have any transfers into/out of Level 3.
The investment objective of each affiliated Master Portfolio is as follows:
Affiliated Master Portfolio | |
Allspring Disciplined International Developed Markets Portfolio | Seeks long-term capital appreciation |
Allspring Disciplined Large Cap Portfolio | Seeks long-term capital appreciation |
Allspring Macro Strategies Portfolio | Seeks long-term capital appreciation |
4.
TRANSACTIONS WITH AFFILIATES
Allspring Funds Management, LLC (“Allspring Funds Management”), a wholly owned subsidiary of Allspring Global Investments Holdings, LLC, a holding company indirectly owned by certain private funds of GTCR LLC and Reverence Capital Partners, L.P., is the manager 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, 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, which is generally paid monthly, at the following annual rate based on the Fund’s average daily net assets:
For the six months ended October 31, 2024, the management fee was equivalent to an annual rate of 0.225% of the Fund’s average daily net assets.
Allspring Funds Management has retained the services of certain subadvisers 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”) and Allspring Global Investments (UK) Limited (“Allspring UK”), each an affiliate of Allspring Funds Management and a wholly owned subsidiary of Allspring Global Investments Holdings, LLC, serves as subadvisers to the Fund. Allspring Investments receives a subadvisory fee for its asset allocation services at an annual rate of 0.075% of the Fund’s average daily net assets of the Fund increase. Allspring UK receives a subadvisory fee for its asset allocation services at an annual rate of 0.075% of the Fund’s average daily net assets of the Fund increase.
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
Allspring Absolute Return Fund | 17
Notes to financial statements (unaudited)
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 and generally paid monthly, as follows:
| Class-level
administration fee |
| |
| |
| |
| |
| |
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 reimbursed 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. Net expenses from the affiliated Master Portfolio are included in the expense caps. Allspring Funds Management has contractually committed through August 31, 2025 to waive fees and/or reimburse expenses to the extent necessary to cap the Fund’s expenses. Prior to or after the commitment expiration date, the cap may be increased or the commitment to maintain the cap may be terminated only with the approval of the Board of Trustees. As of October 31, 2024, the contractual caps are as follows:
The Trust has adopted a distribution plan for Class C shares 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”), the principal underwriter, an affiliate of Allspring Funds Management, at an annual rate up to 0.75% of the average daily net assets of Class C shares. Such fees are generally paid on a monthly basis.
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 six months ended October 31, 2024, Allspring Funds Distributor received $189 from the sale of Class A shares. No contingent deferred sales charges were incurred by Class A and Class C shares for the six months ended October 31, 2024.
Shareholder servicing fees
The Trust has entered into contracts with one or more shareholder servicing agents, whereby Class A, Class C and Administrator Class are charged a fee at an annual rate up to 0.25% of the average daily net assets of each respective class and are generally paid on a monthly basis. A portion of these total shareholder servicing fees were paid to affiliates of the Fund.
5.
INVESTMENT PORTFOLIO TRANSACTIONS
The Fund seeks to achieve its investment objective by investing in affiliated Master Portfolios. Purchases and sales related to these investments have been calculated by aggregating the results of multiplying the Fund’s ownership percentage in the respective affiliated Master Portfolio by the corresponding affiliated Master Portfolio’s purchases and sales. Purchases and sales on Underlying Funds and unaffiliated securities in which the Fund invests are actual purchases and sales of those investments. Purchases and sales of investments, excluding short-term securities, for the six months ended October 31, 2024 were as follows:
18 | Allspring Absolute Return Fund
Notes to financial statements (unaudited)
The Trust (excluding the money market funds), Allspring Master Trust and Allspring Variable Trust are parties to a $275,000,000 (prior to July 9, 2024: $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 or the overnight bank funding rate in effect on that day plus a spread. In addition, an annual commitment fee based on the unused balance is allocated to each participating fund.
For the six months ended October 31, 2024, there were no borrowings by the Fund under the agreement.
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.
Allspring Absolute Return Fund | 19
Consolidated portfolio of investments—October 31, 2024 (unaudited)
Consolidated portfolio of investments
| | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
Alexandria Real Estate Equities, Inc. | | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
First Industrial Realty Trust, Inc. | | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
Residential REITs : 1.40% | | | | | | |
American Homes 4 Rent Class A | | | | | | |
| | | | | | |
Independence Realty Trust, Inc. | | | | | | |
| | | | | | |
Mid-America Apartment Communities, Inc. | | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
Federal Realty Investment Trust | | | | | | |
Simon Property Group, Inc. | | | | | | |
| | | | | | |
Specialized REITs : 3.30% | | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
Extra Space Storage, Inc. | | | | | | |
Four Corners Property Trust, Inc. | | | | | | |
Gaming & Leisure Properties, Inc. | | | | | | |
| | | | | | |
SBA Communications Corp. Class A | | | | | | |
VICI Properties, Inc. Class A | | | | | | |
| | | | | | |
Total common stocks (Cost $18,605,954) | | | | | | |
| | | | | |
U.S. Treasury securities: 22.58% | | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
The accompanying notes are an integral part of these consolidated financial statements.
20 | Allspring Macro Strategies Portfolio
Consolidated portfolio of investments—October 31, 2024 (unaudited)
| | | | | |
U.S. Treasury securities(continued) | | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
Total U.S. Treasury securities (Cost $65,812,872) | | | | | | |
| | | | | |
Short-term investments: 50.83% | | | | | | |
Investment companies: 50.83% | | | | | | |
Allspring Government Money Market Fund Select Class♠∞* | | | | | | |
Total short-term investments (Cost $148,753,038) | | | | | | |
Total investments in securities (Cost $233,171,864) | | | | | | |
Other assets and liabilities, net | | | | | | |
| | | | | | |
| The issuer of the security is an affiliated person of the Portfolio as defined in the Investment Company Act of 1940. |
| The rate represents the 7-day annualized yield at period end. |
| A portion of the holding represents an investment held in Macro Strategies Special Investments (Cayman) Ltd, the consolidated entity. |
|
| Real estate investment trust |
| Treasury Inflation-Protected Securities |
Investments in affiliates
An affiliated investment is an investment in which the Portfolio owns at least 5% of the outstanding voting shares of the issuer or as a result of other relationships, such as the Portfolio and the issuer having the same adviser or investment manager. Transactions with issuers that were affiliates of the Portfolio at the end of the period were as follows:
| | | | | Net
change in
unrealized
gains
(losses) | | | Income
from
affiliated
securities |
| | | | | | | | |
Allspring Government Money Market Fund Select Class | | | | | | | | |
The accompanying notes are an integral part of these consolidated financial statements.
Allspring Macro Strategies Portfolio | 21
Consolidated portfolio of investments—October 31, 2024 (unaudited)
Forward foreign currency contracts
The accompanying notes are an integral part of these consolidated financial statements.
22 | Allspring Macro Strategies Portfolio
Consolidated portfolio of investments—October 31, 2024 (unaudited)
Forward foreign currency contracts (continued)
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
Light Sweet Crude Oil Futures** | | | | | | |
| | | | | | |
Reformulated Gasoline Blendstock for Oxygen Blending Futures** | | | | | | |
10-Year Euro BUND Futures | | | | | | |
| | | | | | |
Number 2 Cotton Futures** | | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
LME Primary Aluminum Futures** | | | | | | |
| | | | | | |
| | | | | | |
10-Year U.S. Treasury Notes | | | | | | |
The accompanying notes are an integral part of these consolidated financial statements.
Allspring Macro Strategies Portfolio | 23
Consolidated portfolio of investments—October 31, 2024 (unaudited)
Futures contracts (continued)
| | | | | | |
| | | | | | |
S&P ASX Share Price Index 200 | | | | | | |
| | | | | | |
Ultra 10-Year U.S. Treasury Notes | | | | | | |
| | | | | | |
| | | | | | |
E-Mini Russell 2000 Index | | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
MSCI Emerging Markets Index | | | | | | |
| | | | | | |
Gold 100 Troy Ounces Futures** | | | | | | |
Henry Hub Natural Gas Futures** | | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
Brent Crude Oil Futures** | | | | | | |
30-Year Euro BUXL Futures | | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
Hard Red Winter Wheat Futures** | | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
LME Primary Aluminum Futures** | | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
Ultra Long Term U.S. Treasury Bond | | | | | | |
| | | | | | |
Number 11 World Sugar Futures** | | | | | | |
| | | | | | |
| Represents an investment held in Macro Strategies Special Investments (Cayman) Ltd, the consolidated entity. |
The accompanying notes are an integral part of these consolidated financial statements.
24 | Allspring Macro Strategies Portfolio
Consolidated statement of assets and liabilities—October 31, 2024 (unaudited)
Consolidated financial statements
Consolidated statement of assets and liabilities
| |
Investments in unaffiliated securities, at value (cost $84,418,826) | |
Investments in affiliated securities, at value (cost $148,753,038) | |
Cash at broker segregated for futures contracts | |
Unrealized gains on forward foreign currency contracts | |
| |
Receivable for daily variation margin on open futures contracts | |
| |
| |
Unrealized losses on forward foreign currency contracts | |
Payable for daily variation margin on open futures contracts | |
Cash collateral due to broker for forward foreign currency contracts | |
| |
Trustees’ fees and expenses payable | |
Accrued expenses and other liabilities | |
| |
| |
The accompanying notes are an integral part of these consolidated financial statements.
Allspring Macro Strategies Portfolio | 25
Consolidated Statement of operations — six months ended October 31, 2024 (unaudited)
Consolidated statement of operations
| |
Income from affiliated securities | |
| |
| |
| |
| |
| |
Custody and accounting fees | |
| |
Interest holder report expenses | |
Trustees’ fees and expenses | |
| |
| |
| |
Realized and unrealized gains (losses) on investments | |
Net realized gains (losses) on | |
| |
Foreign currency and foreign currency translations | |
Forward foreign currency contracts | |
| |
Net realized gains on investments | |
Net change in unrealized gains (losses) on | |
| |
Foreign currency and foreign currency translations | |
Forward foreign currency contracts | |
| |
Net change in unrealized gains (losses) on investments | |
Net realized and unrealized gains (losses) on investments | |
Net increase in net assets resulting from operations | |
The accompanying notes are an integral part of these consolidated financial statements.
26 | Allspring Macro Strategies Portfolio
Consolidated statement of changes in net assets
Consolidated statement of changes in net assets
|
Six months ended
October 31, 2024 (unaudited) | Year Ended April 30, 20241 |
| | | | |
| | | | |
Net realized gains (losses) on investments | | | | |
Net change in unrealized gains (losses) on investments | | | | |
Net increase (decrease) in net assets resulting from operations | | | | |
| | | | |
Transactions in investors’ beneficial interests | | | | |
| | | | |
| | | | |
Net increase (decrease) in net assets resulting from capital transactions | | | | |
Total increase (decrease) in net assets | | | | |
| | | | |
| | | | |
| | | | |
1 For the period from March 11, 2024 (commencement of operations) to April 30, 2024
The accompanying notes are an integral part of these consolidated financial statements.
Allspring Macro Strategies Portfolio | 27
Consolidated financial highlights
Consolidated financial highlights
| Six months ended
October 31, 2024
(unaudited) | |
| |
| | |
Ratios to average net assets (annualized) | | |
| | |
| | |
| | |
| | |
| For the period from March 11, 2024 (commencement of operations) to April 30, 2024 |
| Returns include adjustments required by U.S. GAAP and may differ from net asset values and performance reported elsewhere. Returns for periods of less than one year are not annualized. |
The accompanying notes are an integral part of these consolidated financial statements.
28 | Allspring Macro Strategies Portfolio
Notes to consolidated financial statements (unaudited)
Notes to consolidated financial statements
Allspring Master 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 consolidated financial statements report on the Allspring Macro Strategies Portfolio (the “Portfolio”) which is a diversified series of the Trust.
Interests in the Portfolio are available solely through private placement transactions that do not involve any “public offering” within the meaning of Section 4(a)(2) of the Securities Act of 1933.
2.
INVESTMENT IN SUBSIDIARY
The Portfolio invests in direct or indirect investments in various derivatives, including commodity-linked derivatives, through Macro Strategies Special Investments (Cayman) Ltd (the “Subsidiary”), a wholly owned subsidiary incorporated on November 21, 2023 under the laws of the Cayman Islands as an exempted segregated portfolio company with limited liability. As of October 31, 2024, the Subsidiary had $76,471,233 of investments in affiliates and cash at broker segregated for futures contacts representing 100.25% of its net assets. As of October 31, 2024, the Portfolio held $76,280,746 in the Subsidiary, representing 35.25% of the Portfolio net assets prior to consolidation.
The consolidated financial statements of the Portfolio include the financial results of the Subsidiary. The Consolidated Portfolio of Investments includes positions of the Portfolio and the Subsidiary and the consolidated financial statements include the accounts of the Portfolio and the Subsidiary. Accordingly, all interfund balances and transactions between the Portfolio and the Subsidiary have been eliminated in consolidation.
3.
SIGNIFICANT ACCOUNTING POLICIES
The following significant accounting policies, which are consistently followed in the preparation of the consolidated financial statements of the Portfolio, are in conformity with U.S. generally accepted accounting principles (“GAAP”) 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 consolidated financial statements, and the reported amounts of income and expenses during the reporting period. Actual results could differ from those estimates.
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 Portfolio may deviate from this calculation time under unusual or unexpected circumstances.
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.
Equity securities, exchange-traded funds and futures contracts 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.
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 Valuation Committee at Allspring Funds Management, LLC (“Allspring Funds Management”).
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 Valuation Committee at Allspring Funds Management.
Investments in registered open-end investment companies (other than those listed on a foreign or domestic exchange or market) are valued at net asset value.
Investments which are not valued using the methods discussed above are valued at their fair value, as determined in good faith by Allspring Funds Management, which was named the valuation designee by the Board of Trustees. As the valuation designee, Allspring Funds Management is responsible for day-to-day valuation activities for the Allspring Funds. In connection with these responsibilities, Allspring Funds Management has established a Valuation Committee 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. On a quarterly basis, the Board of Trustees receives reports of valuation actions taken by the Valuation Committee. On at least an annual basis, the Board of Trustees receives an assessment of the adequacy and effectiveness of Allspring Funds Management’s process for determining the fair value of the portfolio of investments.
Foreign currency translation
The accounting records of the Portfolio 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 Valuation 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
Allspring Macro Strategies Portfolio | 29
Notes to consolidated financial statements (unaudited)
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 Portfolio enters into forward foreign currency contracts to facilitate transactions in foreign-denominated securities and to attempt to minimize the risk to the Portfolio 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 Portfolio 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 Portfolio’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 Portfolio and the counterparty.
Futures contracts are agreements between the Portfolio and a counterparty to buy or sell a specific amount of a commodity, financial instrument or currency at a specified price and on a specified date. The Portfolio may buy and sell futures contracts in order to gain exposure to, or protect against, changes in interest rates, security values, commodity prices, foreign exchange rates and is subject to interest rate risk, equity price risk, commodity price risk, foreign currency risk. The primary risks associated with the use of futures contracts are the imperfect correlation between changes in market values of securities held by the Portfolio and the prices of futures contracts, and the possibility of an illiquid market. Futures contracts are generally entered into on a regulated futures exchange and cleared through a clearinghouse associated with the exchange. With futures contracts, there is minimal counterparty risk to the Portfolio since futures contracts are exchange-traded and the exchange’s clearinghouse, as the counterparty to all exchange-traded futures, guarantees the futures contracts against default.
Upon entering into a futures contract, the Portfolio is required to deposit either cash or securities (initial margin) with the broker in an amount equal to a certain percentage of the contract value. Subsequent payments (variation margin) are paid to or received from the broker each day equal to the daily changes in the contract value. Such payments are recorded as unrealized gains or losses and, if any, shown as variation margin receivable (payable) in the Statement of Assets and Liabilities. Should the Portfolio fail to make requested variation margin payments, the broker can gain access to the initial margin to satisfy the Portfolio’s payment obligations. When the contracts are closed, a realized gain or loss is recorded in the Statement of Operations.
Inflation-indexed bonds and TIPS
The Portfolio may invest in inflation-indexed bonds, including Treasury inflation-protected securities (TIPS). Inflation-indexed bonds are fixed income securities whose principal value is periodically adjusted according to the rate of inflation. If the index measuring inflation falls, the principal value of inflation-indexed bonds (other than municipal inflation-indexed bonds and certain corporate inflation-indexed bonds) will be adjusted downward, and consequently the interest payable on these securities (calculated with respect to a smaller principal amount) will be reduced. Repayment of the original bond principal upon maturity (as adjusted for inflation) is guaranteed in the case of U.S. Treasury inflation-indexed bonds. For bonds that do not provide a similar guarantee, the adjusted principal value of the bond repaid at maturity may be less than the original principal. The value of inflation-indexed bonds is expected to change in response to changes in real interest rates. Real interest rates are tied to the relationship between nominal interest rates and the rate of inflation. If nominal interest rates increase at a faster rate than inflation, real interest rates may rise, leading to a decrease in value of inflation-indexed bonds. Inflation-indexed bonds, including TIPS, decline in value when real interest rates rise. In certain interest rate environments, such as when real interest rates are rising faster than nominal interest rates, inflation-indexed bonds may experience greater losses than other fixed income securities with similar durations.
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.
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.
Dividend income is recognized on the ex-dividend date.
Interest earned on cash balances held at the custodian is recorded as interest income.
Distributions received from REIT investments may be characterized as ordinary income, capital gains, or a return of capital to the Portfolio based on information provided by the REIT. The proper characterization of REIT distributions is generally not known until after the end of each calendar year. As such, estimates may be used in reporting the character of income and distributions for financial statement purposes.
30 | Allspring Macro Strategies Portfolio
Notes to consolidated financial statements (unaudited)
Federal and other taxes
The Portfolio is not required to pay federal income taxes on its net investment income and net capital gains as it is treated as a disregarded entity for federal income tax purposes. All income, gains and losses of the Portfolio are deemed to have been earned by the interest holder.
As of October 31, 2024, the aggregate cost of all investments for federal income tax purposes was $228,224,915 and the unrealized gains (losses) consisted of:
4.
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 Portfolio’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 Portfolio’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 Portfolio’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 Portfolio’s assets and liabilities as of October 31, 2024:
| | Other significant
observable inputs
(Level 2) | Significant
unobservable inputs
(Level 3) | |
| | | | |
| | | | |
| | | | |
| | | | |
| | | | |
| | | | |
| | | | |
| | | | |
Forward foreign currency contracts | | | | |
| | | | |
| | | | |
|
Forward foreign currency contracts | | | | |
| | | | |
| | | | |
Futures contracts and forward foreign currency contracts are reported at their cumulative unrealized gains (losses) at measurement date as reported in the tables following each Consolidated Portfolio of Investments. For futures contracts, the current day’s variation margin is reported on the Consolidated Statement of Assets and Liabilities. All other assets and liabilities are reported at their market value at measurement date.
Additional sector, industry or geographic detail, if any, is included in the Consolidated Portfolio of Investments.
At October 31, 2024, the Portfolio did not have any transfers into/out of Level 3.
Allspring Macro Strategies Portfolio | 31
Notes to consolidated financial statements (unaudited)
5.
TRANSACTIONS WITH AFFILIATES
The Trust has entered into an advisory contract with Allspring Funds Management, a wholly owned subsidiary of Allspring Global Investments Holdings, LLC, a holding company indirectly owned by certain private funds of GTCR LLC and Reverence Capital Partners, L.P. The adviser is responsible for implementing investment policies and guidelines and for supervising the subadviser, who is responsible for day-to-day portfolio management of the Portfolio. Pursuant to the contract, Allspring Funds Management is entitled to receive an advisory fee at the following annual rate based on the Portfolio’s average daily net assets:
For the six months ended October 31, 2024, the advisory fee was equivalent to an annual rate of 0.35% of the Portfolio’s average daily net assets.
The Subsidiary has entered into a separate advisory contract with Allspring Funds Management to manage the investment and reinvestment of its assets in conformity with its investment objectives and restrictions. Under this agreement, the Subsidiary does not pay Allspring Funds Management a fee for its services.
Allspring Funds Management has retained the services of certain subadvisers to provide daily portfolio management to the Portfolio. The fee for subadvisory services is borne by Allspring Funds Management. Allspring Global Investments, LLC (“Allspring Investments”) and Allspring Global Investments (UK) Limited (“Allspring UK”), each an affiliate of Allspring Funds Management and a wholly owned subsidiary of Allspring Global Investments Holdings, LLC, serves as subadvisers to the Portfolio. Allspring Investments receives a subadvisory fee at an annual rate starting at 0.100% and declining to 0.075% as the average daily net assets of the Portfolio increase. Allspring UK receives a subadvisory fee for portfolio management services on the assets it co-manages with Allspring Investments at an annual rate starting at 0.100% and declining to 0.075% as the average daily net assets of the Portfolio increase.
The Portfolio 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 Portfolio did not have any interfund transactions during the six months ended October 31, 2024.
6.
INVESTMENT PORTFOLIO TRANSACTIONS
Purchases and sales of investments, excluding short-term securities, for the six months ended October 31, 2024 were as follows:
7.
DERIVATIVE TRANSACTIONS
During the six months ended October 31, 2024, the Portfolio entered into futures contracts to speculate on equities, fixed income, currencies and commodities directly. The Portfolio also entered into forward foreign currency contracts for economic hedging purposes.
The volume of the Portfolio’s derivative activity during the six months ended October 31, 2024 was as follows:
Forward foreign currency contracts | |
Average contract amounts to buy | |
Average contract amounts to sell | |
| |
Average notional balance on long futures | |
Average notional balance on short futures | |
A summary of the location of derivative instruments on the financial statements by primary risk exposure is outlined in the following tables.
32 | Allspring Macro Strategies Portfolio
Notes to consolidated financial statements (unaudited)
The fair value of derivative instruments as of October 31, 2024 by primary risk type was as follows for the Portfolio:
| | | | | |
|
Forward foreign currency contracts | | | | | |
| | | | | |
| | | | | |
|
Forward foreign currency contracts | | | | | |
| | | | | |
| | | | | |
| Amount represents the cumulative unrealized gains (losses) as reported in the table following the Consolidated Portfolio of Investments. For futures contracts, only the current day’s variation margin as of October 31, 2024 is reported separately on the Consolidated Statement of Assets and Liabilities. |
The effect of derivative instruments on the Consolidated Statement of Operations for the six months ended October 31, 2024 was as follows:
| | | | | |
Net realized gains (losses) on derivatives |
Forward foreign currency contracts | | | | | |
| | | | | |
| | | | | |
Net change in unrealized gains (losses) on derivatives |
Forward foreign currency contracts | | | | | |
| | | | | |
| | | | | |
For certain types of derivative transactions, the Portfolio has entered into International Swaps and Derivatives Association, Inc. master agreements (“ISDA Master Agreements”) or similar agreements with approved counterparties. The ISDA Master Agreements or similar agreements may have requirements to deliver/deposit securities or cash to/with an exchange or broker-dealer as collateral and allows the Portfolio to offset, with each counterparty, certain derivative financial instrument’s assets and/or liabilities with collateral held or pledged. Collateral requirements differ by type of derivative. Collateral or margin requirements are set by the broker or exchange clearinghouse for exchange traded derivatives while collateral terms are contract specific for over-the-counter traded derivatives. Cash collateral that has been pledged to cover obligations of the Portfolio under ISDA Master Agreements or similar agreements, if any, are reported separately in the Consolidated Statement of Assets and Liabilities. Securities pledged as collateral, if any, are noted in the Consolidated Portfolio of Investments. With respect to balance sheet offsetting, absent an event of default by the counterparty or a termination of the agreement, the reported amounts of financial assets and financial liabilities in the Consolidated Statement of Assets and Liabilities are not offset across transactions between the Portfolio and the applicable counterparty. A reconciliation of the gross amounts on the Consolidated Statement of Assets and Liabilities to the net amounts by counterparty, including any collateral exposure, for OTC derivatives is as follows:
| Gross amounts
of assets in the
Consolidated
Statement of
Assets and
Liabilities | Amounts
subject to
netting
agreements | | |
| | | | |
| Gross amounts
of liabilities in the
Consolidated
Statement of
Assets and
Liabilities | Amounts
subject to
netting
agreements | | |
| | | | |
Effective July 9, 2024, the Trust, along with Allspring Variable Trust and Allspring Funds Trust (excluding the money market funds), are parties to a $275,000,000 (prior to July 9, 2024: $350,000,000), revolving credit agreement whereby the Portfolio is permitted to use bank borrowings for temporary or emergency purposes, such as to fund interest holders withdrawal requests. Interest under the credit agreement is charged to the Portfolio
Allspring Macro Strategies Portfolio | 33
Notes to consolidated financial statements (unaudited)
based on a borrowing rate equal to the higher of the Federal Funds rate or the overnight bank funding rate in effect on that day plus a spread. In addition, an annual commitment fee based on the unused balance is allocated to each participating fund.
For the six months ended October 31, 2024, there were no borrowings by the Portfolio under the agreement.
Under the Portfolio’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 Portfolio. The Portfolio has entered into a separate agreement with each Trustee that converts indemnification rights currently existing under the Portfolio’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 Portfolio may enter into contracts with service providers that contain a variety of indemnification clauses. The Portfolio’s maximum exposure under these arrangements is dependent on future claims that may be made against the Portfolio and, therefore, cannot be estimated.
34 | Allspring Macro Strategies Portfolio
Other information (unaudited)
Other 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 1-866-259-3305, 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.
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 Absolute Return Fund | 35
Other information (unaudited)
Item 8. Changes in and disagreements with accountants
Item 9. Matters submitted to fund shareholders for a vote
Item 10. Remuneration paid to directors, officers and others
Refer to information in the Statement of operations.
36 | Allspring Absolute Return Fund
Other information (unaudited)
Item 11. Statement regarding basis for the board’s approval of investment advisory contract
Board consideration of investment management and sub-advisory agreements:
Under the Investment Company Act of 1940 (the “1940 Act”), the Board of Trustees (the “Board”) of Allspring 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 28-30, 2024 (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 the Allspring Absolute Return Fund (the “Fund”): (i) an investment management agreement (the “Management Agreement”) with Allspring Funds Management, LLC (“Allspring Funds Management”); and (ii) an investment sub-advisory agreements (the “Sub-Advisory Agreements”) with Allspring Global Investments, LLC and Allspring Global Investments (UK) Limited (the “Sub-Advisers”), affiliates of Allspring Funds Management. The Management Agreement and the Sub-Advisory Agreements are collectively referred to as the “Advisory Agreements.”
At the Meeting, the Board considered the factors and reached the conclusions described below relating to the selection of Allspring Funds Management and the Sub-Advisers and the approval of the Advisory Agreements. Prior to the Meeting, including at a meeting of the Board held in April 2024, and at the Meeting, the Trustees conferred extensively among themselves and with representatives of Allspring Funds Management about these matters. 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, Allspring Funds Management and the Sub-Advisers 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 2024. 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 interactions with Allspring Funds Management and the Sub-Advisers about various topics. In this regard, the Board reviewed reports of Allspring 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 Allspring Funds Management and the Sub-Advisers 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 Allspring 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 Management Agreement, as well as, among other things, a summary of the background and experience of senior management of Allspring Global Investments, of which Allspring Funds Management and the Sub-Advisers are a part, and a summary of investments made in the Allspring Global Investments business.* The Board also received information about the services that continue to be provided by Wells Fargo & Co. and/or its affiliates (“Wells Fargo”) since the sale of Wells Fargo Asset Management to Allspring Global Investments Holdings, LLC, a holding company indirectly owned by certain private funds of GTCR LLC and Reverence Capital Partners, L.P., under a transition services agreement and an update on the anticipated timeline for exiting the transition services agreement. In addition, the Board received and considered information about the full range of services provided to the Fund by Allspring Funds Management and its affiliates.
The Board 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 Allspring Funds Management and the Sub-Advisers to attract and retain qualified investment professionals, including research, advisory, and supervisory personnel. The Board noted that the Fund’s principal investment strategy changed in March 2024 in connection with the Sub-Advisers taking over sub-advisory responsibilities for the Fund.
*
The trade name for the asset management firm that includes Allspring Funds Management and the Sub-Adviser is “Allspring Global Investments.”
Allspring Absolute Return Fund | 37
Other information (unaudited)
The Board further considered the compliance programs and compliance records of Allspring Funds Management and the Sub-Advisers. The Board received and considered information about Allspring Global Investments’ risk management functions, which included information about Allspring Funds Management’s and the Sub-Advisers’ business continuity plans, their approaches to data privacy and cybersecurity, Allspring Funds Management’s role as administrator of the Fund’s liquidity risk management program, and fair valuation designee. The Board also received and considered information about Allspring Funds Management’s intermediary and vendor oversight program.
Fund investment performance and expenses
The Board considered the investment performance results for the Fund over various time periods ended December 31, 2023. 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 the one- and three-year periods under review, but lower than the average investment performance of the Universe for the five- and ten-year periods under review. The Board also noted that the investment performance of the Fund was higher than or in range of the investment performance of its benchmark index, the Consumer Price Index, for all periods under review except the three-year period.
The Board received information concerning, and discussed factors contributing to, the underperformance of the Fund relative to the Universe and benchmark 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 noted that the Fund’s principal investment strategy changed in March 2024 in connection with the Sub-Advisers taking over responsibilities for the Fund, and that the performance record for periods prior to March 2024 were attributable to the Fund’s prior investment strategy, which was to invest substantially all of the Fund’s assets in an underlying fund offered and managed by a third-party.
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 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 Allspring Funds Management under the Management Agreement, as well as the contractual fee rates payable by the Fund to Allspring 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 payable by Allspring Funds Management to the Sub-Advisers for investment sub-advisory services. It was noted that advisory fee waivers, if any, are at the fund level and not class level.
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 all share classes.
The Board also received and considered information about the portion of the total management fee that was retained by Allspring Funds Management after payment of the fee to the Sub-Advisers 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 Allspring Funds Management and not delegated to or assumed by the Sub-Advisers, and about Allspring Funds Management’s on-going oversight services. Given the affiliation between Allspring Funds Management and the Sub-Advisers, the Board ascribed limited relevance to the allocation of fees between them.
Based on its consideration of the factors and information it deemed relevant, including those described here, the Board determined that the compensation payable to Allspring Funds Management under the Management Agreement and to the Sub-Advisers under the Sub-Advisory Agreements was reasonable.
38 | Allspring Absolute Return Fund
Other information (unaudited)
Profitability
The Board received and considered information concerning the profitability of Allspring Funds Management, as well as the profitability of Allspring Global Investments, from providing services to the fund complex as a whole. The Board noted that the Sub-Advisers’ profitability information with respect to providing services to the Fund and other funds in the complex was subsumed in the Allspring Global Investments profitability analysis.
Allspring 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 Allspring Funds Management or Allspring Global Investments from services provided to the Fund to be at a level that would prevent it from approving the continuation of the Advisory Agreements.
The Board received and considered information about the potential for Allspring Funds Management to experience economies of scale in the provision of management services to the Fund, the difficulties of isolating and quantifying 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, Allspring 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 Allspring 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 Allspring Funds Management and the Sub-Advisers
The Board received and considered information regarding potential “fall-out” or ancillary benefits received by Allspring Funds Management and its affiliates, including the Sub-Advisers, 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 Allspring Funds Management’s and the Sub-Advisers’ business as a result of their relationships with the Fund. The Board noted that Allspring Funds Distributor, LLC, an affiliate of Allspring Funds Management, receives distribution-related fees in respect of shares sold or held through it. The Board also reviewed information about soft dollar credits earned and utilized by the Sub-Advisers.
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 Allspring Funds Management and its affiliates, including the Sub-Advisers, were unreasonable.
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 Allspring Funds Management and the Sub-Advisers under each of the Advisory Agreements was reasonable, and approved the continuation of the Advisory Agreements for a one-year term.
Allspring Absolute Return 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
Website: allspringglobal.com
Individual investors: 1-800-222-8222
Retail investment professionals: 1-888-877-9275
Institutional investment professionals: 1-800-260-5969
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.
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.
© 2024 Allspring Global Investments Holdings, LLC. All rights reserved.
NCSRS3355 10-24
Allspring Disciplined Large Cap Portfolio
Long Form Financial Statements
Semi-Annual Report
Allspring Disciplined Large Cap Portfolio | 1
Portfolio of investments—October 31, 2024 (unaudited)
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Communication services: 9.38% | | | | | | |
Diversified telecommunication services: 0.77% | | | | | | |
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Verizon Communications, Inc. | | | | | | |
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Interactive media & services: 6.48% | | | | | | |
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Meta Platforms, Inc. Class A | | | | | | |
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Consumer discretionary: 9.35% | | | | | | |
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| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
Diversified consumer services: 0.13% | | | | | | |
| | | | | | |
Hotels, restaurants & leisure: 1.36% | | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
Household durables: 0.67% | | | | | | |
| | | | | | |
The accompanying notes are an integral part of these financial statements.
2 | Allspring Disciplined Large Cap Portfolio
Portfolio of investments—October 31, 2024 (unaudited)
| | | | | |
Household durables(continued) | | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
Dick’s Sporting Goods, Inc. | | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
Textiles, apparel & luxury goods: 0.55% | | | | | | |
| | | | | | |
| | | | | | |
lululemon athletica, Inc.† | | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
Consumer staples distribution & retail: 2.28% | | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
Archer-Daniels-Midland Co. | | | | | | |
| | | | | | |
| | | | | | |
Household products: 1.48% | | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
Philip Morris International, Inc. | | | | | | |
| | | | | | |
| | | | | | |
Oil, gas & consumable fuels: 3.11% | | | | | | |
| | | | | | |
| | | | | | |
The accompanying notes are an integral part of these financial statements.
Allspring Disciplined Large Cap Portfolio | 3
Portfolio of investments—October 31, 2024 (unaudited)
| | | | | |
Oil, gas & consumable fuels(continued) | | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
First Citizens BancShares, Inc. Class A | | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
Ameriprise Financial, Inc. | | | | | | |
Bank of New York Mellon Corp. | | | | | | |
| | | | | | |
| | | | | | |
Coinbase Global, Inc. Class A† | | | | | | |
Goldman Sachs Group, Inc. | | | | | | |
Interactive Brokers Group, Inc. Class A | | | | | | |
Jefferies Financial Group, Inc. | | | | | | |
| | | | | | |
| | | | | | |
Virtu Financial, Inc. Class A | | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
Capital One Financial Corp. | | | | | | |
| | | | | | |
| | | | | | |
Financial services: 4.31% | | | | | | |
Apollo Global Management, Inc. | | | | | | |
Berkshire Hathaway, Inc. Class B† | | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
The accompanying notes are an integral part of these financial statements.
4 | Allspring Disciplined Large Cap Portfolio
Portfolio of investments—October 31, 2024 (unaudited)
| | | | | |
| | | | | | |
| | | | | | |
Axis Capital Holdings Ltd. | | | | | | |
| | | | | | |
Fidelity National Financial, Inc. | | | | | | |
Hartford Financial Services Group, Inc. | | | | | | |
| | | | | | |
| | | | | | |
Reinsurance Group of America, Inc. | | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
Regeneron Pharmaceuticals, Inc.† | | | | | | |
United Therapeutics Corp.† | | | | | | |
Vertex Pharmaceuticals, Inc.† | | | | | | |
| | | | | | |
Health care equipment & supplies: 2.30% | | | | | | |
| | | | | | |
| | | | | | |
Edwards Lifesciences Corp.† | | | | | | |
| | | | | | |
Intuitive Surgical, Inc.† | | | | | | |
| | | | | | |
Zimmer Biomet Holdings, Inc. | | | | | | |
| | | | | | |
Health care providers & services: 2.48% | | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
Health care technology: 0.35% | | | | | | |
| | | | | | |
Veeva Systems, Inc. Class A† | | | | | | |
| | | | | | |
The accompanying notes are an integral part of these financial statements.
Allspring Disciplined Large Cap Portfolio | 5
Portfolio of investments—October 31, 2024 (unaudited)
| | | | | |
Life sciences tools & services: 0.36% | | | | | | |
10X Genomics, Inc. Class A† | | | | | | |
| | | | | | |
Thermo Fisher Scientific, Inc. | | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
Aerospace & defense: 1.67% | | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
Air freight & logistics: 0.22% | | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
Commercial services & supplies: 0.20% | | | | | | |
| | | | | | |
Construction & engineering: 0.81% | | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
Electrical equipment: 0.70% | | | | | | |
| | | | | | |
| | | | | | |
Vertiv Holdings Co. Class A | | | | | | |
| | | | | | |
Ground transportation: 0.12% | | | | | | |
| | | | | | |
The accompanying notes are an integral part of these financial statements.
6 | Allspring Disciplined Large Cap Portfolio
Portfolio of investments—October 31, 2024 (unaudited)
| | | | | |
Industrial conglomerates: 0.75% | | | | | | |
| | | | | | |
Honeywell International, Inc. | | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
Allison Transmission Holdings, Inc. | | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
Passenger airlines: 0.45% | | | | | | |
United Airlines Holdings, Inc.† | | | | | | |
Professional services: 1.36% | | | | | | |
Automatic Data Processing, Inc. | | | | | | |
CACI International, Inc. Class A† | | | | | | |
| | | | | | |
| | | | | | |
Science Applications International Corp. | | | | | | |
| | | | | | |
Trading companies & distributors: 0.16% | | | | | | |
WESCO International, Inc. | | | | | | |
Information technology: 28.80% | | | | | | |
Communications equipment: 1.39% | | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
Electronic equipment, instruments & components: 0.62% | | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
Semiconductors & semiconductor equipment: 9.87% | | | | | | |
Advanced Micro Devices, Inc.† | | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
The accompanying notes are an integral part of these financial statements.
Allspring Disciplined Large Cap Portfolio | 7
Portfolio of investments—October 31, 2024 (unaudited)
| | | | | |
Semiconductors & semiconductor equipment(continued) | | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
Manhattan Associates, Inc.† | | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
Palantir Technologies, Inc. Class A† | | | | | | |
| | | | | | |
| | | | | | |
Zoom Video Communications, Inc. Class A† | | | | | | |
| | | | | | |
Technology hardware, storage & peripherals: 6.08% | | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
CF Industries Holdings, Inc. | | | | | | |
| | | | | | |
| | | | | | |
Construction materials: 0.37% | | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
Containers & packaging: 0.15% | | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
The accompanying notes are an integral part of these financial statements.
8 | Allspring Disciplined Large Cap Portfolio
Portfolio of investments—October 31, 2024 (unaudited)
| | | | | |
Metals & mining(continued) | | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
Hotel & resort REITs: 0.23% | | | | | | |
Host Hotels & Resorts, Inc. | | | | | | |
| | | | | | |
| | | | | | |
Real estate management & development: 0.12% | | | | | | |
Jones Lang LaSalle, Inc.† | | | | | | |
| | | | | | |
Simon Property Group, Inc. | | | | | | |
Specialized REITs : 1.58% | | | | | | |
| | | | | | |
Gaming & Leisure Properties, Inc. | | | | | | |
| | | | | | |
VICI Properties, Inc. Class A | | | | | | |
| | | | | | |
| | | | | | |
Electric utilities: 1.69% | | | | | | |
American Electric Power Co., Inc. | | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
Independent power and renewable electricity producers: 0.20% | | | | | | |
Clearway Energy, Inc. Class C | | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
Consolidated Edison, Inc. | | | | | | |
Public Service Enterprise Group, Inc. | | | | | | |
| | | | | | |
Total common stocks (Cost $189,103,286) | | | | | | |
The accompanying notes are an integral part of these financial statements.
Allspring Disciplined Large Cap Portfolio | 9
Portfolio of investments—October 31, 2024 (unaudited)
| | | | | |
Short-term investments: 1.82% | | | | | | |
Investment companies: 1.82% | | | | | | |
Allspring Government Money Market Fund Select Class♠∞ | | | | | | |
Total short-term investments (Cost $6,025,344) | | | | | | |
Total investments in securities (Cost $195,128,630) | | | | | | |
Other assets and liabilities, net | | | | | | |
| | | | | | |
| Non-income-earning security |
| The issuer of the security is an affiliated person of the Portfolio as defined in the Investment Company Act of 1940. |
| The rate represents the 7-day annualized yield at period end. |
|
| Real estate investment trust |
Investments in affiliates
An affiliated investment is an investment in which the Portfolio owns at least 5% of the outstanding voting shares of the issuer or as a result of other relationships, such as the Portfolio and the issuer having the same adviser or investment manager. Transactions with issuers that were affiliates of the Portfolio at the end of the period were as follows:
| | | | | Net
change in
unrealized
gains
(losses) | | | Income
from
affiliated
securities |
| | | | | | | | |
Allspring Government Money Market Fund Select Class | | | | | | | | |
The accompanying notes are an integral part of these financial statements.
10 | Allspring Disciplined Large Cap Portfolio
Statement of assets and liabilities—October 31, 2024 (unaudited)
Financial statements
Statement of assets and liabilities
| |
Investments in unaffiliated securities, at value (cost $189,103,286) | |
Investments in affiliated securities, at value (cost $6,025,344) | |
Cash at broker segregated for futures contracts | |
| |
Prepaid expenses and other assets | |
| |
| |
Payable for daily variation margin on open futures contracts | |
| |
Professional fees payable | |
Trustees’ fees and expenses payable | |
Accrued expenses and other liabilities | |
| |
| |
The accompanying notes are an integral part of these financial statements.
Allspring Disciplined Large Cap Portfolio | 11
Statement of operations—six months ended October 31, 2024 (unaudited)
Statement of operations
| |
Dividends (net of foreign withholdings taxes of $3,284) | |
Income from affiliated securities | |
| |
| |
| |
| |
Custody and accounting fees | |
| |
| |
Interest holder report expenses | |
Trustees’ fees and expenses | |
| |
| |
| |
Realized and unrealized gains (losses) on investments | |
| |
| |
| |
Net realized gains on investments | |
Net change in unrealized gains (losses) on | |
| |
| |
Net change in unrealized gains (losses) on investments | |
Net realized and unrealized gains (losses) on investments | |
Net increase in net assets resulting from operations | |
The accompanying notes are an integral part of these financial statements.
12 | Allspring Disciplined Large Cap Portfolio
Statement of changes in net assets
Statement of changes in net assets
| Six months ended
October 31, 2024
(unaudited) | | |
| | | | | | |
| | | | | | |
Net realized gains on investments | | | | | | |
Net change in unrealized gains (losses) on investments | | | | | | |
Net increase in net assets resulting from operations | | | | | | |
Capital share transactions | | | | | | |
Transactions in investors’ beneficial interests | | | | | | |
| | | | | | |
| | | | | | |
Net increase (decrease) in net assets resulting from capital share transactions | | | | | | |
Total increase (decrease) in net assets | | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
1 For the eleven months ended April 30, 2024. The Portfolio changed its fiscal year end from May 31 to April 30, effective April 30, 2024.
The accompanying notes are an integral part of these financial statements.
Allspring Disciplined Large Cap Portfolio | 13
| Six months ended
October 31, 2024
(unaudited) | | |
| | | | | |
| | | | | | | |
Ratios to average net assets (annualized) | | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| For the eleven months ended April 30, 2024. The Portfolio changed its fiscal year end from May 31 to April 30, effective April 30, 2024. |
| For the period from June 12, 2018 (commencement of operations) to May 31, 2019 |
| Returns include adjustments required by U.S. GAAP and may differ from net asset values and performance reported elsewhere. Returns for periods of less than one year are not annualized. |
The accompanying notes are an integral part of these financial statements.
14 | Allspring Disciplined Large Cap Portfolio
Notes to financial statements (unaudited)
Notes to financial statements
Allspring Master 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 Disciplined Large Cap Portfolio (the “Portfolio”) which is a diversified series of the Trust.
Interests in the Portfolio are available solely through private placement transactions that do not involve any “public offering” within the meaning of Section 4(a)(2) of the Securities Act of 1933.
2.
SIGNIFICANT ACCOUNTING POLICIES
The following significant accounting policies, which are consistently followed in the preparation of the financial statements of the Portfolio, are in conformity with U.S. generally accepted accounting principles (“GAAP”) 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.
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 Portfolio may deviate from this calculation time under unusual or unexpected circumstances.
Equity securities, exchange-traded funds and futures contracts 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.
Investments in registered open-end investment companies (other than those listed on a foreign or domestic exchange or market) are valued at net asset value.
Investments which are not valued using the methods discussed above are valued at their fair value, as determined in good faith by Allspring Funds Management, LLC (“Allspring Funds Management”), which was named the valuation designee by the Board of Trustees. As the valuation designee, Allspring Funds Management is responsible for day-to-day valuation activities for the Allspring Funds. In connection with these responsibilities, Allspring Funds Management has established a Valuation Committee 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. On a quarterly basis, the Board of Trustees receives reports of valuation actions taken by the Valuation Committee. On at least an annual basis, the Board of Trustees receives an assessment of the adequacy and effectiveness of Allspring Funds Management’s process for determining the fair value of the portfolio of investments.
Futures contracts are agreements between the Portfolio and a counterparty to buy or sell a specific amount of a commodity, financial instrument or currency at a specified price and on a specified date. The Portfolio may buy and sell futures contracts in order to gain exposure to, or protect against, changes in security values and is subject to equity price risk. The primary risks associated with the use of futures contracts are the imperfect correlation between changes in market values of securities held by the Portfolio and the prices of futures contracts, and the possibility of an illiquid market. Futures contracts are generally entered into on a regulated futures exchange and cleared through a clearinghouse associated with the exchange. With futures contracts, there is minimal counterparty risk to the Portfolio since futures contracts are exchange-traded and the exchange’s clearinghouse, as the counterparty to all exchange-traded futures, guarantees the futures contracts against default.
Upon entering into a futures contract, the Portfolio is required to deposit either cash or securities (initial margin) with the broker in an amount equal to a certain percentage of the contract value. Subsequent payments (variation margin) are paid to or received from the broker each day equal to the daily changes in the contract value. Such payments are recorded as unrealized gains or losses and, if any, shown as variation margin receivable (payable) in the Statement of Assets and Liabilities. Should the Portfolio fail to make requested variation margin payments, the broker can gain access to the initial margin to satisfy the Portfolio’s payment obligations. When the contracts are closed, a realized gain or loss is recorded in the Statement of Operations.
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. Dividend income is recorded net of foreign taxes withheld where recovery of such taxes is not assured.
Interest earned on cash balances held at the custodian is recorded as interest income.
Distributions received from REIT investments may be characterized as ordinary income, capital gains, or a return of capital to the Portfolio based on information provided by the REIT. The proper characterization of REIT distributions is generally not known until after the end of each calendar year. As such, estimates may be used in reporting the character of income and distributions for financial statement purposes.
Allspring Disciplined Large Cap Portfolio | 15
Notes to financial statements (unaudited)
Federal and other taxes
The Portfolio is not required to pay federal income taxes on its net investment income and net capital gains as it is treated as a partnership for federal income tax purposes. All income, gains and losses of the Portfolio are deemed to have been “passed through” to the interest holders in proportion to their holdings of the Portfolio regardless of whether income and gains have been distributed by the Portfolio.
The Portfolio’s income tax returns and all financial records supporting those returns for the prior three fiscal years are subject to examination by the federal revenue authority. Management has analyzed the Portfolio’s tax positions taken on federal, state, and foreign tax returns, as applicable, 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, 2024, the aggregate cost of all investments for federal income tax purposes was $198,351,121 and the unrealized gains (losses) consisted of:
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 Portfolio’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 Portfolio’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 Portfolio’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 Portfolio’s assets and liabilities as of October 31, 2024:
| | Other significant
observable inputs
(Level 2) | Significant
unobservable inputs
(Level 3) | |
| | | | |
| | | | |
| | | | |
| | | | |
| | | | |
| | | | |
| | | | |
| | | | |
| | | | |
| | | | |
| | | | |
| | | | |
| | | | |
| | | | |
| | | | |
| | | | |
| | | | |
|
| | | | |
| | | | |
16 | Allspring Disciplined Large Cap Portfolio
Notes to financial statements (unaudited)
Futures contracts are reported at their cumulative unrealized gains (losses) at measurement date as reported in the table following the Portfolio of Investments. For futures contracts, the current day’s variation margin is reported on the Statement of Assets and Liabilities. All other assets and liabilities are reported at their market value at measurement date.
Additional sector, industry or geographic detail, if any, is included in the Portfolio of Investments.
At October 31, 2024, the Portfolio did not have any transfers into/out of Level 3.
4.
TRANSACTIONS WITH AFFILIATES
The Trust has entered into an advisory contract with Allspring Funds Management, a wholly owned subsidiary of Allspring Global Investments Holdings, LLC, a holding company indirectly owned by certain private funds of GTCR LLC and Reverence Capital Partners, L.P. The adviser is responsible for implementing investment policies and guidelines and for supervising the subadviser, who is responsible for day-to-day portfolio management of the Portfolio. Pursuant to the contract, Allspring Funds Management is entitled to receive an advisory fee at the following annual rate based on the Portfolio’s average daily net assets:
For the six months ended October 31, 2024, the advisory fee was equivalent to an annual rate of 0.25% of the Portfolio’s average daily net assets.
Allspring Funds Management has retained the services of a subadviser to provide daily portfolio management to the Portfolio. 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 Portfolio and is entitled to receive a fee from Allspring Funds Management at an annual rate starting at 0.20% and declining to 0.15% as the average daily net assets of the Portfolio increase.
The Portfolio 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 Portfolio did not have any interfund transactions during the six months ended October 31, 2024.
5.
INVESTMENT PORTFOLIO TRANSACTIONS
Purchases and sales of investments, excluding U.S. government obligations (if any) and short-term securities, for the six months ended October 31, 2024 were $37,048,780 and $97,140,159, respectively.
6.
DERIVATIVE TRANSACTIONS
During the six months ended October 31, 2024, the Portfolio entered into futures contracts to gain market exposure. The Portfolio had an average notional amount of $5,633,319 in long futures contracts during the six months ended October 31, 2024.
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.
The Trust, along with Allspring Variable Trust and Allspring Funds Trust (excluding the money market funds), are parties to a $275,000,000 (prior to July 9, 2024: $350,000,000), revolving credit agreement whereby the Portfolio is permitted to use bank borrowings for temporary or emergency purposes, such as to fund interest holders withdrawal requests. Interest under the credit agreement is charged to the Portfolio based on a borrowing rate equal to the higher of the Federal Funds rate or the overnight bank funding rate in effect on that day plus a spread. In addition, an annual commitment fee based on the unused balance is allocated to each participating fund.
For the six months ended October 31, 2024, there were no borrowings by the Portfolio under the agreement.
As of the end of the period, the Portfolio concentrated its portfolio of investments in the information technology sector. A fund that invests a substantial portion of its assets in any sector may be more affected by changes in that sector than would be a fund whose investments are not heavily weighted in any sector.
Allspring Disciplined Large Cap Portfolio | 17
Notes to financial statements (unaudited)
Under the Portfolio’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 Portfolio. The Portfolio has entered into a separate agreement with each Trustee that converts indemnification rights currently existing under the Portfolio’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 Portfolio may enter into contracts with service providers that contain a variety of indemnification clauses. The Portfolio’s maximum exposure under these arrangements is dependent on future claims that may be made against the Portfolio and, therefore, cannot be estimated.
18 | Allspring Disciplined Large Cap Portfolio
Other information (unaudited)
Other 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 1-866-259-3305, 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.
Quarterly portfolio holdings information
The Portfolio 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. Interest Holders may view the filed Form N-PORT by visiting the SEC website at sec.gov.
Allspring Disciplined Large Cap Portfolio | 19
Other information (unaudited)
Item 8. Changes in and disagreements with accountants
Item 9. Matters submitted to fund shareholders for a vote
Item 10. Remuneration paid to directors, officers and others
Refer to information in the Statement of operations.
20 | Allspring Disciplined Large Cap Portfolio
Other information (unaudited)
Item 11. Statement regarding basis for the board’s approval of investment advisory contract
Board consideration of investment advisory and sub-advisory agreements:
Under the Investment Company Act of 1940 (the “1940 Act”), the Board of Trustees (the “Board”) of Allspring Master Trust (the “Trust”) must determine annually whether to approve the continuation of the Trust’s investment advisory and sub-advisory agreements. In this regard, at a Board meeting held on May 28-30, 2024 (the “Meeting”), the Board, all the members of which have no direct or indirect interest in the investment advisory 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 the Allspring Disciplined Large Cap Portfolio (the “Portfolio”): (i) an investment advisory agreement (the “Advisory Agreement”) with Allspring Funds Management, LLC (“Allspring Funds Management”); and (ii) an investment sub-advisory agreement (the “Sub-Advisory Agreement”) with Allspring Global Investments, LLC (the “Sub-Adviser”), an affiliate of Allspring Funds Management. The Advisory Agreement and the Sub-Advisory Agreement are collectively referred to as the “Advisory Agreements.”
At the Meeting, the Board considered the factors and reached the conclusions described below relating to the selection of Allspring Funds Management and the Sub-Adviser and the approval of the Advisory Agreements. Prior to the Meeting, including at a meeting of the Board held in April 2024, and at the Meeting, the Trustees conferred extensively among themselves and with representatives of Allspring Funds Management about these matters. 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, Allspring 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 2024. 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 interactions with Allspring Funds Management and the Sub-Adviser about various topics. In this regard, the Board reviewed reports of Allspring 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 Allspring 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 Portfolio as part of its consideration of agreements for funds across the complex, but its approvals were made on a portfolio-by-portfolio 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 Portfolio by Allspring Funds Management and the Sub-Adviser under the Advisory Agreements. This information included a description of the investment advisory services and Portfolio-level administrative services covered by the Advisory Agreement, as well as, among other things, a summary of the background and experience of senior management of Allspring Global Investments, of which Allspring Funds Management and the Sub-Adviser are a part, and a summary of investments made in the Allspring Global Investments business.* The Board also received information about the services that continue to be provided by Wells Fargo & Co. and/or its affiliates (“Wells Fargo”) since the sale of Wells Fargo Asset Management to Allspring Global Investments Holdings, LLC, a holding company indirectly owned by certain private funds of GTCR LLC and Reverence Capital Partners, L.P., under a transition services agreement and an update on the anticipated timeline for exiting the transition services agreement. In addition, the Board received and considered information about the full range of services provided to the Portfolio by Allspring Funds Management and its affiliates.
The Board considered the qualifications, background, tenure, and responsibilities of each of the portfolio managers primarily responsible for the day-to-day portfolio management of the Portfolio. The Board evaluated the ability of Allspring 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 Allspring Funds Management and the Sub-Adviser. The Board received and considered information about Allspring Global Investments’ risk management functions, which included information about Allspring Funds Management’s and the Sub-Adviser’s business continuity plans, their approaches to data privacy and cybersecurity, Allspring Funds Management’s role
*
The trade name for the asset management firm that includes Allspring Funds Management and the Sub-Adviser is “Allspring Global Investments.”
Allspring Disciplined Large Cap Portfolio | 21
Other information (unaudited)
as administrator of the Portfolio’s liquidity risk management program, and fair valuation designee. The Board also received and considered information about Allspring Funds Management’s intermediary and vendor oversight program.
Portfolio investment performance and expenses
The Board considered the investment performance results for the Portfolio over various time periods ended December 31, 2023. 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 Portfolio (the “Universe”), and in comparison to the Portfolio’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 Portfolio 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 Portfolio was higher than or in range of the investment performance of its benchmark index, the Russell 1000® Index, for all periods under review.
The Board also received and considered information regarding the fee rates that are payable to Allspring Funds Management for investment advisory services (as discussed below), which are the only fees charged at the Portfolio level, relative to corresponding class-specific expense groups that were determined by Broadridge to be similar to the Portfolio (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.
The Board took into account the Portfolio’s investment performance and expense information provided to it among the factors considered in deciding to re-approve the Advisory Agreements.
Investment advisory and sub-advisory fee rates
The Board reviewed and considered the contractual fee rates payable by the Portfolio to Allspring Funds Management under the Advisory Agreement (the “Advisory Rate”). The Board also reviewed and considered the contractual investment sub-advisory fee rates payable by Allspring Funds Management to the Sub-Adviser for investment sub-advisory services.
The Board reviewed a comparison of the Advisory Agreement Rate of the Portfolio with those of other funds in the Portfolio’s expense Group at a common asset level. The Board noted that the Portfolio’s Advisory Agreement Rate was equal to the median rate for the Portfolio’s expense Group.
The Board also received and considered information about the portion of the total advisory fee that was retained by Allspring 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 Allspring Funds Management and not delegated to or assumed by the Sub-Adviser, and about Allspring Funds Management’s on-going oversight services. Given the affiliation between Allspring 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 Allspring Funds Management and the Sub-Adviser to other types of clients with investment strategies similar to those of the Portfolio. In this regard, the Board received information about the significantly greater scope of services, and compliance, reporting and other legal and regulatory obligations 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 Allspring Funds Management under the Advisory Agreement and to the Sub-Adviser under the Sub-Advisory Agreement was reasonable.
The Board received and considered information concerning the profitability of Allspring Funds Management, as well as the profitability of Allspring Global Investments, from providing services to the fund complex as a whole. The Board noted that the Sub-Adviser’s profitability information with respect to providing services to the Portfolio and other funds in the complex was subsumed in the Allspring Global Investments profitability analysis.
Allspring 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 Allspring Funds Management or Allspring Global Investments from services provided to the Portfolio to be at a level that would prevent it from approving the continuation of the Advisory Agreements.
22 | Allspring Disciplined Large Cap Portfolio
Other information (unaudited)
Economies of scale
The Board received and considered information about the potential for Allspring Funds Management to experience economies of scale in the provision of management services to the Portfolio, the difficulties of isolating and quantifying economies of scale at an individual fund level, and the extent to which potential scale benefits are shared with Portfolio shareholders. The Board noted the existence of breakpoints in the Portfolio’s advisory fee structure, which operate generally to reduce the Portfolio’s expense ratios as the Portfolio grows in size, and the size of the Portfolio in relation to such breakpoints. The Board considered that in addition to management fee breakpoints, Allspring 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 Allspring Funds Management’s arrangements with respect to the Portfolio, including contractual breakpoints, constituted a reasonable approach to sharing potential economies of scale with the Portfolio and its shareholders.
Other benefits to Allspring Funds Management and the Sub-Adviser
The Board received and considered information regarding potential “fall-out” or ancillary benefits received by Allspring Funds Management and its affiliates, including the Sub-Adviser, as a result of their relationships with the Portfolio. Ancillary benefits could include, among others, benefits directly attributable to other relationships with the Portfolio and benefits potentially derived from an increase in Allspring Funds Management’s and the Sub-Adviser’s business as a result of their relationships with the Portfolio. The Board noted that Allspring Funds Distributor, LLC, an affiliate of Allspring Funds Management, receives distribution-related fees in respect of shares sold or held through it. The Board also reviewed information about soft dollar credits earned and utilized by the Sub-Adviser.
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 Allspring Funds Management and its affiliates, including the Sub-Adviser, were unreasonable.
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 Allspring 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 Disciplined Large Cap Portfolio | 23
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For more information
More information about Allspring Funds is available free upon request. To obtain literature, please write, visit the Portfolio’s website, or call:
Allspring Funds
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: 1-800-260-5969
This report and the financial statements contained herein are submitted for the general information of the interest holders of the Portfolio. 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 Portfolio’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.
© 2024 Allspring Global Investments Holdings, LLC. All rights reserved.
Allspring Diversified Large Cap Growth Portfolio
Long Form Financial Statements
Semi-Annual Report
Allspring Diversified Large Cap Growth Portfolio | 1
Portfolio of investments—October 31, 2024 (unaudited)
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Communication services: 11.94% | | | | | | |
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Live Nation Entertainment, Inc.† | | | | | | |
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Take-Two Interactive Software, Inc.† | | | | | | |
TKO Group Holdings, Inc. Class A† | | | | | | |
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Interactive media & services: 7.64% | | | | | | |
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Meta Platforms, Inc. Class A | | | | | | |
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Trade Desk, Inc. Class A† | | | | | | |
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Consumer discretionary: 12.49% | | | | | | |
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Hotels, restaurants & leisure: 3.85% | | | | | | |
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DraftKings, Inc. Class A† | | | | | | |
Hilton Worldwide Holdings, Inc. | | | | | | |
Royal Caribbean Cruises Ltd. | | | | | | |
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Household durables: 1.50% | | | | | | |
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The accompanying notes are an integral part of these financial statements.
2 | Allspring Diversified Large Cap Growth Portfolio
Portfolio of investments—October 31, 2024 (unaudited)
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Textiles, apparel & luxury goods: 0.50% | | | | | | |
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| | | | | | |
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Consumer staples distribution & retail : 0.81% | | | | | | |
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Household products: 0.68% | | | | | | |
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Personal care products: 0.23% | | | | | | |
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Oil, gas & consumable fuels: 1.65% | | | | | | |
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Citizens Financial Group, Inc. | | | | | | |
First Citizens BancShares, Inc. Class A | | | | | | |
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Goldman Sachs Group, Inc. | | | | | | |
Interactive Brokers Group, Inc. Class A | | | | | | |
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Robinhood Markets, Inc. Class A† | | | | | | |
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Tradeweb Markets, Inc. Class A | | | | | | |
Virtu Financial, Inc. Class A | | | | | | |
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Financial services: 1.90% | | | | | | |
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Kinsale Capital Group, Inc. | | | | | | |
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The accompanying notes are an integral part of these financial statements.
Allspring Diversified Large Cap Growth Portfolio | 3
Portfolio of investments—October 31, 2024 (unaudited)
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Neurocrine Biosciences, Inc.† | | | | | | |
Regeneron Pharmaceuticals, Inc.† | | | | | | |
United Therapeutics Corp.† | | | | | | |
Vertex Pharmaceuticals, Inc.† | | | | | | |
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Health care equipment & supplies: 2.63% | | | | | | |
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Intuitive Surgical, Inc.† | | | | | | |
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Health care providers & services: 1.66% | | | | | | |
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Health care technology: 0.53% | | | | | | |
Veeva Systems, Inc. Class A† | | | | | | |
Life sciences tools & services: 0.81% | | | | | | |
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Thermo Fisher Scientific, Inc. | | | | | | |
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Aerospace & defense: 1.54% | | | | | | |
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Commercial services & supplies: 0.55% | | | | | | |
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Construction & engineering: 1.16% | | | | | | |
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The accompanying notes are an integral part of these financial statements.
4 | Allspring Diversified Large Cap Growth Portfolio
Portfolio of investments—October 31, 2024 (unaudited)
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Electrical equipment: 1.32% | | | | | | |
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Vertiv Holdings Co. Class A | | | | | | |
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Ground transportation: 2.21% | | | | | | |
Old Dominion Freight Line, Inc. | | | | | | |
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Passenger airlines: 0.94% | | | | | | |
United Airlines Holdings, Inc.† | | | | | | |
Professional services: 0.85% | | | | | | |
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Information technology: 38.36% | | | | | | |
Communications equipment: 2.33% | | | | | | |
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Electronic equipment, instruments & components: 0.71% | | | | | | |
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Semiconductors & semiconductor equipment: 12.17% | | | | | | |
Advanced Micro Devices, Inc.† | | | | | | |
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Monolithic Power Systems, Inc. | | | | | | |
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Taiwan Semiconductor Manufacturing Co. Ltd. ADR | | | | | | |
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Cadence Design Systems, Inc.† | | | | | | |
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The accompanying notes are an integral part of these financial statements.
Allspring Diversified Large Cap Growth Portfolio | 5
Portfolio of investments—October 31, 2024 (unaudited)
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Palo Alto Networks, Inc.† | | | | | | |
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Technology hardware, storage & peripherals: 5.75% | | | | | | |
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Dell Technologies, Inc. Class C | | | | | | |
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CF Industries Holdings, Inc. | | | | | | |
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Simon Property Group, Inc. | | | | | | |
Specialized REITs : 0.44% | | | | | | |
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Electric utilities: 0.29% | | | | | | |
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Total common stocks (Cost $64,441,600) | | | | | | |
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Short-term investments: 0.38% | | | | | | |
Investment companies: 0.38% | | | | | | |
Allspring Government Money Market Fund Select Class♠∞ | | | | | | |
Total short-term investments (Cost $478,505) | | | | | | |
Total investments in securities (Cost $64,920,105) | | | | | | |
Other assets and liabilities, net | | | | | | |
| | | | | | |
| Non-income-earning security |
| The issuer of the security is an affiliated person of the Portfolio as defined in the Investment Company Act of 1940. |
| The rate represents the 7-day annualized yield at period end. |
The accompanying notes are an integral part of these financial statements.
6 | Allspring Diversified Large Cap Growth Portfolio
Portfolio of investments—October 31, 2024 (unaudited)
|
| American depositary receipt |
| Real estate investment trust |
Investments in affiliates
An affiliated investment is an investment in which the Portfolio owns at least 5% of the outstanding voting shares of the issuer or as a result of other relationships, such as the Portfolio and the issuer having the same adviser or investment manager. Transactions with issuers that were affiliates of the Portfolio at the end of the period were as follows:
| | | | | Net
change in
unrealized
gains
(losses) | | | Income
from
affiliated
securities |
| | | | | | | | |
Allspring Government Money Market Fund Select Class | | | | | | | | |
The accompanying notes are an integral part of these financial statements.
Allspring Diversified Large Cap Growth Portfolio | 7
Statement of assets and liabilities—October 31, 2024 (unaudited)
Financial statements
Statement of assets and liabilities
| |
Investments in unaffiliated securities, at value (cost $64,441,600) | |
Investments in affiliated securities, at value (cost $478,505) | |
Cash at broker segregated for futures contracts | |
Receivable for investments sold | |
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Prepaid expenses and other assets | |
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Overdraft due to custodian bank | |
Professional fees payable | |
Payable for daily variation margin on open futures contracts | |
Trustees’ fees and expenses payable | |
Accrued expenses and other liabilities | |
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| |
The accompanying notes are an integral part of these financial statements.
8 | Allspring Diversified Large Cap Growth Portfolio
Statement of operations—six months ended October 31, 2024 (unaudited)
Statement of operations
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Dividends (net of foreign withholdings taxes of $1,907) | |
Income from affiliated securities | |
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Custody and accounting fees | |
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Interest holder report expenses | |
Trustees’ fees and expenses | |
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Less: Fee waivers and/or expense reimbursements | |
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| |
Realized and unrealized gains (losses) on investments | |
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Net realized gains on investments | |
Net change in unrealized gains (losses) on | |
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Foreign currency and foreign currency translations | |
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Net change in unrealized gains (losses) on investments | |
Net realized and unrealized gains (losses) on investments | |
Net increase in net assets resulting from operations | |
The accompanying notes are an integral part of these financial statements.
Allspring Diversified Large Cap Growth Portfolio | 9
Statement of changes in net assets
Statement of changes in net assets
| Six months ended
October 31, 2024
(unaudited) | | |
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Net realized gains on investments | | | | | | |
Net change in unrealized losses on investments | | | | | | |
Net increase in net assets resulting from operations | | | | | | |
Capital share transactions | | | | | | |
Transactions in investors’ beneficial interests | | | | | | |
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Net decrease in net assets resulting from capital share transactions | | | | | | |
Total increase (decrease) in net assets | | | | | | |
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1 For the eleven months ended April 30, 2024. The Portfolio changed its fiscal year end from May 31 to April 30, effective April 30, 2024.
The accompanying notes are an integral part of these financial statements.
10 | Allspring Diversified Large Cap Growth Portfolio
| Six months ended
October 31, 2024
(unaudited) | | |
| | | | | |
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Ratios to average net assets (annualized) | | | | | | | |
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| For the eleven months ended April 30, 2024. The Portfolio changed its fiscal year end from May 31 to April 30, effective April 30, 2024. |
| Returns include adjustments required by U.S. GAAP and may differ from net asset values and performance reported elsewhere. Returns for periods of less than one year are not annualized. |
| Net expense ratios reflect voluntary waivers, if any. |
The accompanying notes are an integral part of these financial statements.
Allspring Diversified Large Cap Growth Portfolio | 11
Notes to financial statements (unaudited)
Notes to financial statements
Allspring Master 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 Diversified Large Cap Growth Portfolio (the “Portfolio”) which is a diversified series of the Trust.
Interests in the Portfolio are available solely through private placement transactions that do not involve any “public offering” within the meaning of Section 4(a)(2) of the Securities Act of 1933.
2.
SIGNIFICANT ACCOUNTING POLICIES
The following significant accounting policies, which are consistently followed in the preparation of the financial statements of the Portfolio, are in conformity with U.S. generally accepted accounting principles (“GAAP”) 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.
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 Portfolio may deviate from this calculation time under unusual or unexpected circumstances.
Equity securities, exchange-traded funds and futures contracts 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.
Investments in registered open-end investment companies (other than those listed on a foreign or domestic exchange or market) are valued at net asset value.
Investments which are not valued using the methods discussed above are valued at their fair value, as determined in good faith by Allspring Funds Management, LLC (“Allspring Funds Management”), which was named the valuation designee by the Board of Trustees. As the valuation designee, Allspring Funds Management is responsible for day-to-day valuation activities for the Allspring Funds. In connection with these responsibilities, Allspring Funds Management has established a Valuation Committee 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. On a quarterly basis, the Board of Trustees receives reports of valuation actions taken by the Valuation Committee. On at least an annual basis, the Board of Trustees receives an assessment of the adequacy and effectiveness of Allspring Funds Management’s process for determining the fair value of the portfolio of investments.
Foreign currency translation
The accounting records of the Portfolio 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 Valuation 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.
Futures contracts are agreements between the Portfolio and a counterparty to buy or sell a specific amount of a commodity, financial instrument or currency at a specified price and on a specified date. The Portfolio may buy and sell futures contracts in order to gain exposure to, or protect against, changes in security values and is subject to equity price risk. The primary risks associated with the use of futures contracts are the imperfect correlation between changes in market values of securities held by the Portfolio and the prices of futures contracts, and the possibility of an illiquid market. Futures contracts are generally entered into on a regulated futures exchange and cleared through a clearinghouse associated with the exchange. With futures contracts, there is minimal counterparty risk to the Portfolio since futures contracts are exchange-traded and the exchange’s clearinghouse, as the counterparty to all exchange-traded futures, guarantees the futures contracts against default.
Upon entering into a futures contract, the Portfolio is required to deposit either cash or securities (initial margin) with the broker in an amount equal to a certain percentage of the contract value. Subsequent payments (variation margin) are paid to or received from the broker each day equal to the daily changes in the contract value. Such payments are recorded as unrealized gains or losses and, if any, shown as variation margin receivable (payable) in the Statement of Assets and Liabilities. Should the Portfolio fail to make requested variation margin payments, the broker can gain access to the initial margin to satisfy the Portfolio’s payment obligations. When the contracts are closed, a realized gain or loss is recorded in the Statement of Operations.
12 | Allspring Diversified Large Cap Growth Portfolio
Notes to financial statements (unaudited)
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. Dividend income is recorded net of foreign taxes withheld where recovery of such taxes is not assured.
Interest earned on cash balances held at the custodian is recorded as interest income.
Distributions received from REIT investments may be characterized as ordinary income, capital gains, or a return of capital to the Portfolio based on information provided by the REIT. The proper characterization of REIT distributions is generally not known until after the end of each calendar year. As such, estimates may be used in reporting the character of income and distributions for financial statement purposes.
The Portfolio is not required to pay federal income taxes on its net investment income and net capital gains as it is treated as a partnership for federal income tax purposes. All income, gains and losses of the Portfolio are deemed to have been “passed through” to the interest holders in proportion to their holdings of the Portfolio regardless of whether income and gains have been distributed by the Portfolio.
The Portfolio’s income tax returns and all financial records supporting those returns for the prior three fiscal years are subject to examination by the federal revenue authority. Management has analyzed the Portfolio’s tax positions taken on federal, state, and foreign tax returns, as applicable, 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, 2024, the aggregate cost of all investments for federal income tax purposes was $65,206,817 and the unrealized gains (losses) consisted of:
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 Portfolio’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 Portfolio’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 Portfolio’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 Diversified Large Cap Growth Portfolio | 13
Notes to financial statements (unaudited)
The following is a summary of the inputs used in valuing the Portfolio’s assets and liabilities as of October 31, 2024:
| | Other significant
observable inputs
(Level 2) | Significant
unobservable inputs
(Level 3) | |
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Futures contracts are reported at their cumulative unrealized gains (losses) at measurement date as reported in the tables following the Portfolio of Investments. For futures contracts, the current day’s variation margin is reported on the Statement of Assets and Liabilities. All other assets and liabilities are reported at their market value at measurement date.
Additional sector, industry or geographic detail, if any, is included in the Portfolio of Investments.
At October 31, 2024, the Portfolio did not have any transfers into/out of Level 3.
4.
TRANSACTIONS WITH AFFILIATES
The Trust has entered into an advisory contract with Allspring Funds Management, a wholly owned subsidiary of Allspring Global Investments Holdings, LLC, a holding company indirectly owned by certain private funds of GTCR LLC and Reverence Capital Partners, L.P. The adviser is responsible for implementing investment policies and guidelines and for supervising the subadviser, who is responsible for day-to-day portfolio management of the Portfolio. Pursuant to the contract, Allspring Funds Management is entitled to receive an advisory fee at the following annual rate based on the Portfolio’s average daily net assets:
For the six months ended October 31, 2024, the advisory fee was equivalent to an annual rate of 0.65% of the Portfolio’s average daily net assets.
Allspring Funds Management has retained the services of a subadviser to provide daily portfolio management to the Portfolio. 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 Portfolio and is entitled to receive a fee from Allspring Funds Management at an annual rate starting at 0.30% and declining to 0.20% as the average daily net assets of the Portfolio increase.
14 | Allspring Diversified Large Cap Growth Portfolio
Notes to financial statements (unaudited)
Allspring Funds Management has voluntarily waived and/or reimbursed advisory fees to reduce the net operating expense ratio of the Portfolio. These voluntary waivers may be discontinued at any time.
The Portfolio 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 Portfolio did not have any interfund transactions during the six months ended October 31, 2024.
5.
INVESTMENT PORTFOLIO TRANSACTIONS
Purchases and sales of investments, excluding U.S. government obligations (if any) and short-term securities, for the six months ended October 31, 2024 were $34,440,795 and $48,013,889, respectively.
6.
DERIVATIVE TRANSACTIONS
During the six months ended October 31, 2024, the Portfolio entered into futures contracts to gain market exposure. The Portfolio had an average notional amount of $633,599 in long futures contracts during the six months ended October 31, 2024.
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.
The Trust, along with Allspring Variable Trust and Allspring Funds Trust (excluding the money market funds), are parties to a $275,000,000 (prior to July 9, 2024: $350,000,000), revolving credit agreement whereby the Portfolio is permitted to use bank borrowings for temporary or emergency purposes, such as to fund interest holders withdrawal requests. Interest under the credit agreement is charged to the Portfolio based on a borrowing rate equal to the higher of the Federal Funds rate or the overnight bank funding rate in effect on that day plus a spread. In addition, an annual commitment fee based on the unused balance is allocated to each participating fund.
For the six months ended October 31, 2024, there were no borrowings by the Portfolio under the agreement.
As of the end of the period, the Portfolio concentrated its portfolio of investments in the information technology sector. A fund that invests a substantial portion of its assets in any sector may be more affected by changes in that sector than would be a fund whose investments are not heavily weighted in any sector.
Under the Portfolio’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 Portfolio. The Portfolio has entered into a separate agreement with each Trustee that converts indemnification rights currently existing under the Portfolio’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 Portfolio may enter into contracts with service providers that contain a variety of indemnification clauses. The Portfolio’s maximum exposure under these arrangements is dependent on future claims that may be made against the Portfolio and, therefore, cannot be estimated.
At a meeting held on November 11-13, 2024, the Board of Trustees of the Fund approved the liquidation and termination of the Portfolio, which is expected to occur in the first quarter of 2025.
Allspring Diversified Large Cap Growth Portfolio | 15
Other information (unaudited)
Other 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 1-866-259-3305, 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.
Quarterly portfolio holdings information
The Portfolio 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. Interest Holders may view the filed Form N-PORT by visiting the SEC website at sec.gov.
16 | Allspring Diversified Large Cap Growth Portfolio
Other information (unaudited)
Item 8. Changes in and disagreements with accountants
Item 9. Matters submitted to fund shareholders for a vote
Item 10. Remuneration paid to directors, officers and others
Refer to information in the Statement of operations.
Allspring Diversified Large Cap Growth Portfolio | 17
Other information (unaudited)
Item 11. Statement regarding basis for the board’s approval of investment advisory contract
Board consideration of investment advisory and sub-advisory agreements:
Under the Investment Company Act of 1940 (the “1940 Act”), the Board of Trustees (the “Board”) of Allspring Master Trust (the “Trust”) must determine annually whether to approve the continuation of the Trust’s investment advisory and sub-advisory agreements. In this regard, at a Board meeting held on May 28-30, 2024 (the “Meeting”), the Board, all the members of which have no direct or indirect interest in the investment advisory 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 the Allspring Diversified Large Cap Growth Portfolio (the “Portfolio”): (i) an investment advisory agreement (the “Advisory Agreement”) with Allspring Funds Management, LLC (“Allspring Funds Management”); and (ii) an investment sub-advisory agreement (the “Sub-Advisory Agreement”) with Allspring Global Investments, LLC (the “Sub-Adviser”), an affiliate of Allspring Funds Management. The Advisory Agreement and the Sub-Advisory Agreement are collectively referred to as the “Advisory Agreements.”
At the Meeting, the Board considered the factors and reached the conclusions described below relating to the selection of Allspring Funds Management and the Sub-Adviser and the approval of the Advisory Agreements. Prior to the Meeting, including at a meeting of the Board held in April 2024, and at the Meeting, the Trustees conferred extensively among themselves and with representatives of Allspring Funds Management about these matters. 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, Allspring 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 2024. 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 interactions with Allspring Funds Management and the Sub-Adviser about various topics. In this regard, the Board reviewed reports of Allspring 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 Allspring 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 Portfolio as part of its consideration of agreements for funds across the complex, but its approvals were made on a portfolio-by-portfolio 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 Portfolio by Allspring Funds Management and the Sub-Adviser under the Advisory Agreements. This information included a description of the investment advisory services and Portfolio-level administrative services covered by the Advisory Agreement, as well as, among other things, a summary of the background and experience of senior management of Allspring Global Investments, of which Allspring Funds Management and the Sub-Adviser are a part, and a summary of investments made in the Allspring Global Investments business.* The Board also received information about the services that continue to be provided by Wells Fargo & Co. and/or its affiliates (“Wells Fargo”) since the sale of Wells Fargo Asset Management to Allspring Global Investments Holdings, LLC, a holding company indirectly owned by certain private funds of GTCR LLC and Reverence Capital Partners, L.P., under a transition services agreement and an update on the anticipated timeline for exiting the transition services agreement. In addition, the Board received and considered information about the full range of services provided to the Portfolio by Allspring Funds Management and its affiliates.
The Board considered the qualifications, background, tenure, and responsibilities of each of the portfolio managers primarily responsible for the day-to-day portfolio management of the Portfolio. The Board evaluated the ability of Allspring 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 Allspring Funds Management and the Sub-Adviser. The Board received and considered information about Allspring Global Investments’ risk management functions, which included information about Allspring Funds Management’s and the Sub-Adviser’s business continuity plans, their approaches to data privacy and cybersecurity, Allspring Funds Management’s role
*
The trade name for the asset management firm that includes Allspring Funds Management and the Sub-Adviser is “Allspring Global Investments.”
18 | Allspring Diversified Large Cap Growth Portfolio
Other information (unaudited)
as administrator of the Portfolio’s liquidity risk management program, and fair valuation designee. The Board also received and considered information about Allspring Funds Management’s intermediary and vendor oversight program.
Portfolio investment performance and expenses
The Board considered the investment performance results for the Portfolio over various time periods ended December 31, 2023. 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 Portfolio (the “Universe”), and in comparison to the Portfolio’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 Portfolio was in range of the average investment performance of the Universe for the three-year period under review, but lower than the average investment performance of the Universe for all other periods under review. The Board also noted that the investment performance of the Portfolio was lower than the investment performance of its benchmark index, the Russell 1000® Growth Index, for all periods under review.
The Board received information concerning, and discussed factors contributing to, the underperformance of the Portfolio relative to the Universe and benchmark for the periods identified above. The Board took note of the explanations for the relative underperformance during these periods, including with respect to the investment decisions that affected the Portfolio’s investment performance.
The Board also received and considered information regarding the fee rates that are payable to Allspring Funds Management for investment advisory services (as discussed below), which are the only fees charged at the Portfolio level, relative to corresponding class-specific expense groups that were determined by Broadridge to be similar to the Portfolio (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.
The Board took into account the Portfolio’s investment performance and expense information provided to it among the factors considered in deciding to re-approve the Advisory Agreements.
Investment advisory and sub-advisory fee rates
The Board reviewed and considered the contractual fee rates payable by the Portfolio to Allspring Funds Management under the Advisory Agreement (the “Advisory Rate”). The Board also reviewed and considered the contractual investment sub-advisory fee rates payable by Allspring Funds Management to the Sub-Adviser for investment sub-advisory services.
The Board reviewed a comparison of the Advisory Agreement Rate of the Portfolio with those of other funds in the Portfolio’s expense Group at a common asset level. The Board noted that the Portfolio’s Advisory Agreement Rate was lower than the median rate for the Portfolio’s expense Group.
The Board also received and considered information about the portion of the total advisory fee that was retained by Allspring 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 Allspring Funds Management and not delegated to or assumed by the Sub-Adviser, and about Allspring Funds Management’s on-going oversight services. Given the affiliation between Allspring Funds Management and the Sub-Adviser, the Board ascribed limited relevance to the allocation of fees between them.
Based on its consideration of the factors and information it deemed relevant, including those described here, the Board determined that the compensation payable to Allspring Funds Management under the Advisory Agreement and to the Sub-Adviser under the Sub-Advisory Agreement was reasonable.
The Board received and considered information concerning the profitability of Allspring Funds Management, as well as the profitability of Allspring Global Investments, from providing services to the fund complex as a whole. The Board noted that the Sub-Adviser’s profitability information with respect to providing services to the Portfolio and other funds in the complex was subsumed in the Allspring Global Investments profitability analysis.
Allspring 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 Allspring Funds Management or Allspring Global Investments from services provided to the Portfolio to be at a level that would prevent it from approving the continuation of the Advisory Agreements.
Allspring Diversified Large Cap Growth Portfolio | 19
Other information (unaudited)
Economies of scale
The Board received and considered information about the potential for Allspring Funds Management to experience economies of scale in the provision of management services to the Portfolio, the difficulties of isolating and quantifying economies of scale at an individual fund level, and the extent to which potential scale benefits are shared with Portfolio shareholders. The Board noted the existence of breakpoints in the Portfolio’s advisory fee structure, which operate generally to reduce the Portfolio’s expense ratios as the Portfolio grows in size, and the size of the Portfolio in relation to such breakpoints. The Board considered that in addition to management fee breakpoints, Allspring 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 Allspring Funds Management’s arrangements with respect to the Portfolio, including contractual breakpoints, constituted a reasonable approach to sharing potential economies of scale with the Portfolio and its shareholders.
Other benefits to Allspring Funds Management and the Sub-Adviser
The Board received and considered information regarding potential “fall-out” or ancillary benefits received by Allspring Funds Management and its affiliates, including the Sub-Adviser, as a result of their relationships with the Portfolio. Ancillary benefits could include, among others, benefits directly attributable to other relationships with the Portfolio and benefits potentially derived from an increase in Allspring Funds Management’s and the Sub-Adviser’s business as a result of their relationships with the Portfolio. The Board noted that Allspring Funds Distributor, LLC, an affiliate of Allspring Funds Management, receives distribution-related fees in respect of shares sold or held through it. The Board also reviewed information about soft dollar credits earned and utilized by the Sub-Adviser.
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 Allspring Funds Management and its affiliates, including the Sub-Adviser, were unreasonable.
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 Allspring 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.
20 | Allspring Diversified Large Cap Growth Portfolio
For more information
More information about Allspring Funds is available free upon request. To obtain literature, please write, visit the Portfolio’s website, or call:
Allspring Funds
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: 1-800-260-5969
This report and the financial statements contained herein are submitted for the general information of the interest holders of the Portfolio. 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 Portfolio’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.
© 2024 Allspring Global Investments Holdings, LLC. All rights reserved.
Allspring Large Company Value Portfolio
Long Form Financial Statements
Semi-Annual Report
Allspring Large Company Value Portfolio | 1
Portfolio of investments—October 31, 2024 (unaudited)
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Communication services: 6.35% | | | | | | |
Diversified telecommunication services: 2.17% | | | | | | |
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Verizon Communications, Inc. | | | | | | |
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Interactive media & services: 1.23% | | | | | | |
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Wireless telecommunication services: 0.67% | | | | | | |
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Consumer discretionary: 6.51% | | | | | | |
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Hotels, restaurants & leisure: 1.30% | | | | | | |
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Chipotle Mexican Grill, Inc. Class A† | | | | | | |
Texas Roadhouse, Inc. Class A | | | | | | |
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O’Reilly Automotive, Inc.† | | | | | | |
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Textiles, apparel & luxury goods: 0.91% | | | | | | |
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Coca-Cola Consolidated, Inc. | | | | | | |
Consumer staples distribution & retail: 3.04% | | | | | | |
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The accompanying notes are an integral part of these financial statements.
2 | Allspring Large Company Value Portfolio
Portfolio of investments—October 31, 2024 (unaudited)
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Consumer staples distribution & retail(continued) | | | | | | |
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Household products: 1.85% | | | | | | |
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Philip Morris International, Inc. | | | | | | |
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Oil, gas & consumable fuels: 5.05% | | | | | | |
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International Seaways, Inc. | | | | | | |
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Bank of NT Butterfield & Son Ltd. | | | | | | |
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Ameriprise Financial, Inc. | | | | | | |
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Goldman Sachs Group, Inc. | | | | | | |
Intercontinental Exchange, Inc. | | | | | | |
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The accompanying notes are an integral part of these financial statements.
Allspring Large Company Value Portfolio | 3
Portfolio of investments—October 31, 2024 (unaudited)
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Consumer finance(continued) | | | | | | |
Capital One Financial Corp. | | | | | | |
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Financial services: 4.22% | | | | | | |
Berkshire Hathaway, Inc. Class B† | | | | | | |
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Jackson Financial, Inc. Class A | | | | | | |
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Hartford Financial Services Group, Inc. | | | | | | |
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Oscar Health, Inc. Class A† | | | | | | |
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Reinsurance Group of America, Inc. | | | | | | |
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ACADIA Pharmaceuticals, Inc.† | | | | | | |
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Catalyst Pharmaceuticals, Inc.† | | | | | | |
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Neurocrine Biosciences, Inc.† | | | | | | |
Regeneron Pharmaceuticals, Inc.† | | | | | | |
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Health care equipment & supplies: 2.07% | | | | | | |
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Intuitive Surgical, Inc.† | | | | | | |
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Health care providers & services: 5.27% | | | | | | |
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The accompanying notes are an integral part of these financial statements.
4 | Allspring Large Company Value Portfolio
Portfolio of investments—October 31, 2024 (unaudited)
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Life sciences tools & services: 0.45% | | | | | | |
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Thermo Fisher Scientific, Inc. | | | | | | |
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Jazz Pharmaceuticals PLC† | | | | | | |
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Aerospace & defense: 2.95% | | | | | | |
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Commercial services & supplies: 2.06% | | | | | | |
| | | | | | |
Construction & engineering: 0.07% | | | | | | |
| | | | | | |
Ground transportation: 1.58% | | | | | | |
| | | | | | |
Industrial conglomerates: 1.16% | | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
Information technology: 7.12% | | | | | | |
Communications equipment: 2.56% | | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
The accompanying notes are an integral part of these financial statements.
Allspring Large Company Value Portfolio | 5
Portfolio of investments—October 31, 2024 (unaudited)
| | | | | |
Semiconductors & semiconductor equipment: 2.56% | | | | | | |
| | | | | | |
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| | | | | | |
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| | | | | | |
| | | | | | |
Construction materials: 2.34% | | | | | | |
| | | | | | |
Containers & packaging: 0.67% | | | | | | |
Packaging Corp. of America | | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
Hotel & resort REITs: 0.56% | | | | | | |
Park Hotels & Resorts, Inc. | | | | | | |
Real estate management & development: 1.53% | | | | | | |
Jones Lang LaSalle, Inc.† | | | | | | |
Newmark Group, Inc. Class A | | | | | | |
| | | | | | |
| | | | | | |
Simon Property Group, Inc. | | | | | | |
Specialized REITs : 2.43% | | | | | | |
| | | | | | |
| | | | | | |
Electric utilities: 5.21% | | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
Total common stocks (Cost $153,231,791) | | | | | | |
The accompanying notes are an integral part of these financial statements.
6 | Allspring Large Company Value Portfolio
Portfolio of investments—October 31, 2024 (unaudited)
| | | | | |
Short-term investments: 1.98% | | | | | | |
Investment companies: 1.98% | | | | | | |
Allspring Government Money Market Fund Select Class♠∞ | | | | | | |
Total short-term investments (Cost $3,475,982) | | | | | | |
Total investments in securities (Cost $156,707,773) | | | | | | |
Other assets and liabilities, net | | | | | | |
| | | | | | |
| Non-income-earning security |
| The issuer of the security is an affiliated person of the Portfolio as defined in the Investment Company Act of 1940. |
| The rate represents the 7-day annualized yield at period end. |
|
| Real estate investment trust |
Investments in affiliates
An affiliated investment is an investment in which the Portfolio owns at least 5% of the outstanding voting shares of the issuer or as a result of other relationships, such as the Portfolio and the issuer having the same adviser or investment manager. Transactions with issuers that were affiliates of the Portfolio at the end of the period were as follows:
| | | | | Net
change in
unrealized
gains
(losses) | | | Income
from
affiliated
securities |
| | | | | | | | |
Allspring Government Money Market Fund Select Class | | | | | | | | |
The accompanying notes are an integral part of these financial statements.
Allspring Large Company Value Portfolio | 7
Statement of assets and liabilities—October 31, 2024 (unaudited)
Financial statements
Statement of assets and liabilities
| |
Investments in unaffiliated securities, at value (cost $153,231,791) | |
Investments in affiliated securities, at value (cost $3,475,982) | |
| |
Cash at broker segregated for futures contracts | |
| |
Prepaid expenses and other assets | |
| |
| |
Payable for daily variation margin on open futures contracts | |
| |
Professional fees payable | |
Trustees’ fees and expenses payable | |
Accrued expenses and other liabilities | |
| |
| |
The accompanying notes are an integral part of these financial statements.
8 | Allspring Large Company Value Portfolio
Statement of operations—six months ended October 31, 2024 (unaudited)
Statement of operations
| |
Dividends (net of foreign withholdings taxes of $1,547) | |
Income from affiliated securities | |
| |
| |
| |
| |
Custody and accounting fees | |
| |
| |
Interest holder report expenses | |
Trustees’ fees and expenses | |
| |
| |
Less: Fee waivers and/or expense reimbursements | |
| |
| |
Realized and unrealized gains (losses) on investments | |
| |
| |
| |
Net realized gains on investments | |
Net change in unrealized gains (losses) on | |
| |
| |
Net change in unrealized gains (losses) on investments | |
Net realized and unrealized gains (losses) on investments | |
Net increase in net assets resulting from operations | |
The accompanying notes are an integral part of these financial statements.
Allspring Large Company Value Portfolio | 9
Statement of changes in net assets
Statement of changes in net assets
| Six months ended
October 31, 2024
(unaudited) | | |
| | | | | | |
| | | | | | |
Net realized gains (losses) on investments | | | | | | |
Net change in unrealized gains (losses) on investments | | | | | | |
Net increase (decrease) in net assets resulting from operations | | | | | | |
| | | | | | |
Transactions in investors’ beneficial interests | | | | | | |
| | | | | | |
| | | | | | |
Net decrease in net assets resulting from capital share transactions | | | | | | |
Total increase (decrease) in net assets | | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
1 For the eleven months ended April 30, 2024. The Portfolio changed its fiscal year end from May 31 to April 30, effective April 30, 2024.
The accompanying notes are an integral part of these financial statements.
10 | Allspring Large Company Value Portfolio
| Six months ended
October 31, 2024
(unaudited) | | |
| | | | | |
| | | | | | | |
Ratios to average net assets (annualized) | | | | | | | |
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| For the eleven months ended April 30, 2024. The Portfolio changed its fiscal year end from May 31 to April 30, effective April 30, 2024. |
| Total return calculations do not include any sales charges. Returns include adjustments required by U.S. GAAP and may differ from net asset values and performance reported elsewhere. Returns for periods of less than one year are not annualized. |
| Net expense ratios reflect voluntary waivers, if any. |
The accompanying notes are an integral part of these financial statements.
Allspring Large Company Value Portfolio | 11
Notes to financial statements (unaudited)
Notes to financial statements
Allspring Master 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 Large Company Value Portfolio (the “Portfolio”) which is a diversified series of the Trust.
Interests in the Portfolio are available solely through private placement transactions that do not involve any “public offering” within the meaning of Section 4(a)(2) of the Securities Act of 1933.
2.
SIGNIFICANT ACCOUNTING POLICIES
The following significant accounting policies, which are consistently followed in the preparation of the financial statements of the Portfolio, are in conformity with U.S. generally accepted accounting principles (“GAAP”) 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.
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 Portfolio may deviate from this calculation time under unusual or unexpected circumstances.
Equity securities, exchange-traded funds and futures contracts 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.
Investments in registered open-end investment companies (other than those listed on a foreign or domestic exchange or market) are valued at net asset value.
Investments which are not valued using the methods discussed above are valued at their fair value, as determined in good faith by Allspring Funds Management, LLC (“Allspring Funds Management”), which was named the valuation designee by the Board of Trustees. As the valuation designee, Allspring Funds Management is responsible for day-to-day valuation activities for the Allspring Funds. In connection with these responsibilities, Allspring Funds Management has established a Valuation Committee 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. On a quarterly basis, the Board of Trustees receives reports of valuation actions taken by the Valuation Committee. On at least an annual basis, the Board of Trustees receives an assessment of the adequacy and effectiveness of Allspring Funds Management’s process for determining the fair value of the portfolio of investments.
Foreign currency translation
The accounting records of the Portfolio 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 Valuation 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.
Futures contracts are agreements between the Portfolio and a counterparty to buy or sell a specific amount of a commodity, financial instrument or currency at a specified price and on a specified date. The Portfolio may buy and sell futures contracts in order to gain exposure to, or protect against, changes in security values and is subject to equity price risk. The primary risks associated with the use of futures contracts are the imperfect correlation between changes in market values of securities held by the Portfolio and the prices of futures contracts, and the possibility of an illiquid market. Futures contracts are generally entered into on a regulated futures exchange and cleared through a clearinghouse associated with the exchange. With futures contracts, there is minimal counterparty risk to the Portfolio since futures contracts are exchange-traded and the exchange’s clearinghouse, as the counterparty to all exchange-traded futures, guarantees the futures contracts against default.
Upon entering into a futures contract, the Portfolio is required to deposit either cash or securities (initial margin) with the broker in an amount equal to a certain percentage of the contract value. Subsequent payments (variation margin) are paid to or received from the broker each day equal to the daily changes in the contract value. Such payments are recorded as unrealized gains or losses and, if any, shown as variation margin receivable (payable) in the Statement of Assets and Liabilities. Should the Portfolio fail to make requested variation margin payments, the broker can gain access to the initial margin to satisfy the Portfolio’s payment obligations. When the contracts are closed, a realized gain or loss is recorded in the Statement of Operations.
12 | Allspring Large Company Value Portfolio
Notes to financial statements (unaudited)
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. Dividend income is recorded net of foreign taxes withheld where recovery of such taxes is not assured.
Interest earned on cash balances held at the custodian is recorded as interest income.
Distributions received from REIT investments may be characterized as ordinary income, capital gains, or a return of capital to the Portfolio based on information provided by the REIT. The proper characterization of REIT distributions is generally not known until after the end of each calendar year. As such, estimates may be used in reporting the character of income and distributions for financial statement purposes.
The Portfolio is not required to pay federal income taxes on its net investment income and net capital gains as it is treated as a partnership for federal income tax purposes. All income, gains and losses of the Portfolio are deemed to have been “passed through” to the interest holders in proportion to their holdings of the Portfolio regardless of whether income and gains have been distributed by the Portfolio.
The Portfolio’s income tax returns and all financial records supporting those returns for the prior three fiscal years are subject to examination by the federal revenue authority. Management has analyzed the Portfolio’s tax positions taken on federal, state, and foreign tax returns, as applicable, 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, 2024, the aggregate cost of all investments for federal income tax purposes was $157,103,797 and the unrealized gains (losses) consisted of:
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 Portfolio’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 Portfolio’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 Portfolio’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 Large Company Value Portfolio | 13
Notes to financial statements (unaudited)
The following is a summary of the inputs used in valuing the Portfolio’s assets and liabilities as of October 31, 2024:
| | Other significant
observable inputs
(Level 2) | Significant
unobservable inputs
(Level 3) | |
| | | | |
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| | | | |
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| | | | |
Futures contracts are reported at their cumulative unrealized gains (losses) at measurement date as reported in the table following the Portfolio of Investments. For futures contracts, the current day’s variation margin is reported on the Statement of Assets and Liabilities. All other assets and liabilities are reported at their market value at measurement date.
Additional sector, industry or geographic detail, if any, is included in the Portfolio of Investments.
At October 31, 2024, the Portfolio did not have any transfers into/out of Level 3.
4.
TRANSACTIONS WITH AFFILIATES
The Trust has entered into an advisory contract with Allspring Funds Management, a wholly owned subsidiary of Allspring Global Investments Holdings, LLC, a holding company indirectly owned by certain private funds of GTCR LLC and Reverence Capital Partners, L.P. The adviser is responsible for implementing investment policies and guidelines and for supervising the subadviser, who is responsible for day-to-day portfolio management of the Portfolio. Pursuant to the contract, Allspring Funds Management is entitled to receive an advisory fee at the following annual rate based on the Portfolio’s average daily net assets:
For the six months ended October 31, 2024, the advisory fee was equivalent to an annual rate of 0.35% of the Portfolio’s average daily net assets.
Allspring Funds Management has retained the services of a subadviser to provide daily portfolio management to the Portfolio. 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 Portfolio and is entitled to receive a fee from Allspring Funds Management at an annual rate starting at 0.25% and declining to 0.15% as the average daily net assets of the Portfolio increase.
Allspring Funds Management has voluntarily waived and/or reimbursed advisory fees to reduce the net operating expense ratio of the Portfolio. These voluntary waivers may be discontinued at any time.
14 | Allspring Large Company Value Portfolio
Notes to financial statements (unaudited)
Interfund transactions
The Portfolio 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 Portfolio did not have any interfund transactions during the six months ended October 31, 2024.
5.
INVESTMENT PORTFOLIO TRANSACTIONS
Purchases and sales of investments, excluding U.S. government obligations (if any) and short-term securities, for the six months ended October 31, 2024 were $165,900,744 and $175,089,395, respectively.
6.
DERIVATIVE TRANSACTIONS
During the six months ended October 31, 2024, the Portfolio entered into futures contracts to gain market exposure. The Portfolio had an average notional amount of $3,374,856 in long futures contracts during the six months ended October 31, 2024.
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.
The Trust, along with Allspring Variable Trust and Allspring Funds Trust (excluding the money market funds), are parties to a $275,000,000 (prior to July 9, 2024: $350,000,000), revolving credit agreement whereby the Portfolio is permitted to use bank borrowings for temporary or emergency purposes, such as to fund redemption requests. Interest under the credit agreement is charged to the Portfolio based on a borrowing rate equal to the higher of the Federal Funds rate or the overnight bank funding rate in effect on that day plus a spread. In addition, an annual commitment fee based on the unused balance is allocated to each participating fund.
For the six months ended October 31, 2024, there were no borrowings by the Portfolio under the agreement.
Under the Portfolio’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 Portfolio. The Portfolio has entered into a separate agreement with each Trustee that converts indemnification rights currently existing under the Portfolio’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 Portfolio may enter into contracts with service providers that contain a variety of indemnification clauses. The Portfolio’s maximum exposure under these arrangements is dependent on future claims that may be made against the Portfolio and, therefore, cannot be estimated.
Allspring Large Company Value Portfolio | 15
Other information (unaudited)
Other 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 1-866-259-3305, 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.
Quarterly portfolio holdings information
The Portfolio 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. Interest Holders may view the filed Form N-PORT by visiting the SEC website at sec.gov.
16 | Allspring Large Company Value Portfolio
Other information (unaudited)
Item 8. Changes in and disagreements with accountants
Item 9. Matters submitted to fund shareholders for a vote
Item 10. Remuneration paid to directors, officers and others
Refer to information in the Statement of operations.
Allspring Large Company Value Portfolio | 17
Other information (unaudited)
Item 11. Statement regarding basis for the board’s approval of investment advisory contract
Board consideration of investment management and sub-advisory agreements:
Under the Investment Company Act of 1940 (the “1940 Act”), the Board of Trustees (the “Board”) of Allspring Master Trust (the “Trust”) must determine annually whether to approve the continuation of the Trust’s investment advisory and sub-advisory agreements. In this regard, at a Board meeting held on May 28-30, 2024 (the “Meeting”), the Board, all the members of which have no direct or indirect interest in the investment advisory 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 the Allspring Large Company Value Portfolio (the “Portfolio”): (i) an investment advisory agreement (the “Advisory Agreement”) with Allspring Funds Management, LLC (“Allspring Funds Management”); and (ii) an investment sub-advisory agreement (the “Sub-Advisory Agreement”) with Allspring Global Investments, LLC (the “Sub-Adviser”), an affiliate of Allspring Funds Management. The Advisory Agreement and the Sub-Advisory Agreement are collectively referred to as the “Advisory Agreements.”
At the Meeting, the Board considered the factors and reached the conclusions described below relating to the selection of Allspring Funds Management and the Sub-Adviser and the approval of the Advisory Agreements. Prior to the Meeting, including at a meeting of the Board held in April 2024, and at the Meeting, the Trustees conferred extensively among themselves and with representatives of Allspring Funds Management about these matters. 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, Allspring 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 2024. 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 interactions with Allspring Funds Management and the Sub-Adviser about various topics. In this regard, the Board reviewed reports of Allspring 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 Allspring 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 Portfolio as part of its consideration of agreements for funds across the complex, but its approvals were made on a portfolio-by-portfolio 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 Portfolio by Allspring Funds Management and the Sub-Adviser under the Advisory Agreements. This information included a description of the investment advisory services and Portfolio-level administrative services covered by the Advisory Agreement, as well as, among other things, a summary of the background and experience of senior management of Allspring Global Investments, of which Allspring Funds Management and the Sub-Adviser are a part, and a summary of investments made in the Allspring Global Investments business.* The Board also received information about the services that continue to be provided by Wells Fargo & Co. and/or its affiliates (“Wells Fargo”) since the sale of Wells Fargo Asset Management to Allspring Global Investments Holdings, LLC, a holding company indirectly owned by certain private funds of GTCR LLC and Reverence Capital Partners, L.P., under a transition services agreement and an update on the anticipated timeline for exiting the transition services agreement. In addition, the Board received and considered information about the full range of services provided to the Portfolio by Allspring Funds Management and its affiliates.
The Board considered the qualifications, background, tenure, and responsibilities of each of the portfolio managers primarily responsible for the day-to-day portfolio management of the Portfolio. The Board evaluated the ability of Allspring 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 Allspring Funds Management and the Sub-Adviser. The Board received and considered information about Allspring Global Investments’ risk management functions, which included information about Allspring Funds
*
The trade name for the asset management firm that includes Allspring Funds Management and the Sub-Adviser is “Allspring Global Investments.”
18 | Allspring Large Company Value Portfolio
Other information (unaudited)
Management’s and the Sub-Adviser’s business continuity plans, their approaches to data privacy and cybersecurity, Allspring Funds Management’s role as administrator of the Portfolio’s liquidity risk management program, and fair valuation designee. The Board also received and considered information about Allspring Funds Management’s intermediary and vendor oversight program.
Portfolio investment performance and expenses
The Board considered the investment performance results for the Portfolio over various time periods ended December 31, 2023. 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 Portfolio (the “Universe”), and in comparison to the Portfolio’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 Portfolio was higher than the average investment performance of the Universe for the five-year period under review, in range of the average investment performance of the Universe for the ten-year period under review, and lower than the average investment performance of the Universe for the one- and three-year periods under review. The Board also noted that the investment performance of the Portfolio was higher than or in range of the investment performance of its benchmark index, the Russell 1000® Value Index, for all periods under review, except the one-year period, which was lower than the investment performance of its benchmark index.
The Board received information concerning, and discussed factors contributing to, the underperformance of the Portfolio relative to the Universe and benchmark for the periods identified above. The Board took note of the explanations for the relative underperformance during these periods, including with respect to the investment decisions that affected the Portfolio’s investment performance. The Board also took note of the Portfolio’s outperformance relative to the Universe and benchmark over the longer time periods under review.
The Board also received and considered information regarding the fee rates that are payable to Allspring Funds Management for investment advisory services (as discussed below), which are the only fees charged at the Portfolio level, relative to corresponding class-specific expense groups that were determined by Broadridge to be similar to the Portfolio (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.
The Board took into account the Portfolio’s investment performance and expense information provided to it among the factors considered in deciding to re-approve the Advisory Agreements.
Investment advisory and sub-advisory fee rates
The Board reviewed and considered the contractual fee rates payable by the Portfolio to Allspring Funds Management under the Advisory Agreement (the “Advisory Rate”). The Board also reviewed and considered the contractual investment sub-advisory fee rates payable by Allspring Funds Management to the Sub-Adviser for investment sub-advisory services.
The Board reviewed a comparison of the Advisory Agreement Rate of the Portfolio with those of other funds in the Portfolio’s expense Group at a common asset level. The Board noted that the Portfolio’s Advisory Agreement Rate was lower than the median rate for the Portfolio’s expense Group.
The Board also received and considered information about the portion of the total advisory fee that was retained by Allspring 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 Allspring Funds Management and not delegated to or assumed by the Sub-Adviser, and about Allspring Funds Management’s on-going oversight services. Given the affiliation between Allspring 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 Allspring Funds Management and the Sub-Adviser to other types of clients with investment strategies similar to those of the Portfolio. In this regard, the Board received information about the significantly greater scope of services, and compliance, reporting and other legal and regulatory obligations 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 Allspring Funds Management under the Advisory Agreement and to the Sub-Adviser under the Sub-Advisory Agreement was reasonable.
The Board received and considered information concerning the profitability of Allspring Funds Management, as well as the profitability of Allspring Global Investments, from providing services to the fund complex as a whole. The Board noted that the Sub-Adviser’s profitability information with respect to providing services to the Portfolio and other funds in the complex was subsumed in the Allspring Global Investments profitability analysis.
Allspring Large Company Value Portfolio | 19
Other information (unaudited)
Allspring 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 Allspring Funds Management or Allspring Global Investments from services provided to the Portfolio to be at a level that would prevent it from approving the continuation of the Advisory Agreements.
The Board received and considered information about the potential for Allspring Funds Management to experience economies of scale in the provision of management services to the Portfolio, the difficulties of isolating and quantifying economies of scale at an individual fund level, and the extent to which potential scale benefits are shared with Portfolio shareholders. The Board noted the existence of breakpoints in the Portfolio’s advisory fee structure, which operate generally to reduce the Portfolio’s expense ratios as the Portfolio grows in size, and the size of the Portfolio in relation to such breakpoints. The Board considered that in addition to management fee breakpoints, Allspring 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 Allspring Funds Management’s arrangements with respect to the Portfolio, including contractual breakpoints, constituted a reasonable approach to sharing potential economies of scale with the Portfolio and its shareholders.
Other benefits to Allspring Funds Management and the Sub-Adviser
The Board received and considered information regarding potential “fall-out” or ancillary benefits received by Allspring Funds Management and its affiliates, including the Sub-Adviser, as a result of their relationships with the Portfolio. Ancillary benefits could include, among others, benefits directly attributable to other relationships with the Portfolio and benefits potentially derived from an increase in Allspring Funds Management’s and the Sub-Adviser’s business as a result of their relationships with the Portfolio. The Board noted that Allspring Funds Distributor, LLC, an affiliate of Allspring Funds Management, receives distribution-related fees in respect of shares sold or held through it. The Board also reviewed information about soft dollar credits earned and utilized by the Sub-Adviser.
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 Allspring Funds Management and its affiliates, including the Sub-Adviser, were unreasonable.
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 Allspring 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.
20 | Allspring Large Company Value Portfolio
For more information
More information about Allspring Funds is available free upon request. To obtain literature, please write, visit the Portfolio’s website, or call:
Allspring Funds
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: 1-800-260-5969
This report and the financial statements contained herein are submitted for the general information of the interest holders of the Portfolio. 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 Portfolio’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.
© 2024 Allspring Global Investments Holdings, LLC. All rights reserved.
Allspring Disciplined International Developed Markets Portfolio
Long Form Financial Statements
Semi-Annual Report
Allspring Disciplined International Developed Markets Portfolio | 1
Portfolio of investments—October 31, 2024 (unaudited)
| | | | | |
| | | | | | |
| | | | | | |
ANZ Group Holdings Ltd. (Financials, Banks) | | | | | | |
Aristocrat Leisure Ltd. (Consumer discretionary, Hotels, restaurants & leisure) | | | | | | |
BHP Group Ltd. (Materials, Metals & mining) | | | | | | |
BHP Group Ltd. Class DI (Materials, Metals & mining) | | | | | | |
BlueScope Steel Ltd. (Materials, Metals & mining) | | | | | | |
Brambles Ltd. (Industrials, Commercial services & supplies) | | | | | | |
Cochlear Ltd. (Health care, Health care equipment & supplies) | | | | | | |
Commonwealth Bank of Australia (Financials, Banks) | | | | | | |
Computershare Ltd. (Industrials, Professional services) | | | | | | |
CSL Ltd. (Health care, Biotechnology) | | | | | | |
Dexus (Real estate, Office REITs) | | | | | | |
Endeavour Group Ltd. (Consumer staples, Consumer staples distribution & retail) | | | | | | |
Fortescue Ltd. (Materials, Metals & mining) | | | | | | |
Glencore PLC (Materials, Metals & mining) | | | | | | |
GPT Group (Real estate, Diversified REITs) | | | | | | |
Insurance Australia Group Ltd. (Financials, Insurance) | | | | | | |
Medibank Pvt Ltd. (Financials, Insurance) | | | | | | |
Mirvac Group (Real estate, Diversified REITs) | | | | | | |
Northern Star Resources Ltd. (Materials, Metals & mining) | | | | | | |
QBE Insurance Group Ltd. (Financials, Insurance) | | | | | | |
Rio Tinto Ltd. (Materials, Metals & mining) | | | | | | |
Scentre Group (Real estate, Retail REITs) | | | | | | |
South32 Ltd. (Materials, Metals & mining) | | | | | | |
Suncorp Group Ltd. (Financials, Insurance) | | | | | | |
Vicinity Ltd. (Real estate, Retail REITs) | | | | | | |
Wesfarmers Ltd. (Consumer discretionary, Broadline retail) | | | | | | |
Westpac Banking Corp. (Financials, Banks) | | | | | | |
Woodside Energy Group Ltd. (Energy, Oil, gas & consumable fuels) | | | | | | |
Woolworths Group Ltd. (Consumer staples, Consumer staples distribution & retail) | | | | | | |
| | | | | | |
| | | | | | |
Erste Group Bank AG (Financials, Banks) | | | | | | |
Verbund AG (Utilities, Electric utilities) | | | | | | |
| | | | | | |
| | | | | | |
D’ieteren Group (Consumer discretionary, Distributors) | | | | | | |
Syensqo SA (Materials, Chemicals) | | | | | | |
Umicore SA (Materials, Chemicals) | | | | | | |
| | | | | | |
| | | | | | |
Carlsberg AS Class B (Consumer staples, Beverages) | | | | | | |
Danske Bank AS (Financials, Banks) | | | | | | |
Demant AS (Health care, Health care equipment & supplies)† | | | | | | |
DSV AS (Industrials, Air freight & logistics) | | | | | | |
Genmab AS (Health care, Biotechnology)† | | | | | | |
The accompanying notes are an integral part of these financial statements.
2 | Allspring Disciplined International Developed Markets Portfolio
Portfolio of investments—October 31, 2024 (unaudited)
| | | | | |
| | | | | | |
Novo Nordisk AS Class B (Health care, Pharmaceuticals) | | | | | | |
Pandora AS (Consumer discretionary, Textiles, apparel & luxury goods) | | | | | | |
Svitzer Group AS (Industrials, Transportation infrastructure)† | | | | | | |
Vestas Wind Systems AS (Industrials, Electrical equipment)† | | | | | | |
| | | | | | |
| | | | | | |
Fortum Oyj (Utilities, Electric utilities) | | | | | | |
Kone Oyj Class B (Industrials, Machinery) | | | | | | |
Nokia Oyj (Information technology, Communications equipment) | | | | | | |
Nordea Bank Abp (Financials, Banks) | | | | | | |
UPM-Kymmene Oyj (Materials, Paper & forest products) | | | | | | |
Wartsila Oyj Abp (Industrials, Machinery) | | | | | | |
| | | | | | |
| | | | | | |
Air Liquide SA (Materials, Chemicals) | | | | | | |
BNP Paribas SA (Financials, Banks) | | | | | | |
Bouygues SA (Industrials, Construction & engineering) | | | | | | |
Capgemini SE (Information technology, IT services) | | | | | | |
Carrefour SA (Consumer staples, Consumer staples distribution & retail) | | | | | | |
Cie de Saint-Gobain SA (Industrials, Building products) | | | | | | |
Cie Generale des Etablissements Michelin SCA (Consumer discretionary, Automobile components) | | | | | | |
Covivio SA (Real estate, Diversified REITs) | | | | | | |
Credit Agricole SA (Financials, Banks) | | | | | | |
Danone SA (Consumer staples, Food products) | | | | | | |
Dassault Aviation SA (Industrials, Aerospace & defense) | | | | | | |
Dassault Systemes SE (Information technology, Software) | | | | | | |
Edenred SE (Financials, Financial services) | | | | | | |
Eiffage SA (Industrials, Construction & engineering) | | | | | | |
Engie SA (Utilities, Multi-utilities) | | | | | | |
EssilorLuxottica SA (Health care, Health care equipment & supplies) | | | | | | |
Getlink SE (Industrials, Transportation infrastructure) | | | | | | |
Hermes International SCA (Consumer discretionary, Textiles, apparel & luxury goods) | | | | | | |
Ipsen SA (Health care, Pharmaceuticals) | | | | | | |
Legrand SA (Industrials, Electrical equipment) | | | | | | |
L’Oreal SA (Consumer staples, Personal care products) | | | | | | |
LVMH Moet Hennessy Louis Vuitton SE (Consumer discretionary, Textiles, apparel & luxury goods) | | | | | | |
Orange SA (Communication services, Diversified telecommunication services) | | | | | | |
Publicis Groupe SA (Communication services, Media) | | | | | | |
Renault SA (Consumer discretionary, Automobiles) | | | | | | |
Safran SA (Industrials, Aerospace & defense) | | | | | | |
Sanofi SA (Health care, Pharmaceuticals) | | | | | | |
Schneider Electric SE (Industrials, Electrical equipment) | | | | | | |
Societe Generale SA (Financials, Banks) | | | | | | |
Teleperformance SE (Industrials, Professional services) | | | | | | |
TotalEnergies SE (Energy, Oil, gas & consumable fuels) | | | | | | |
The accompanying notes are an integral part of these financial statements.
Allspring Disciplined International Developed Markets Portfolio | 3
Portfolio of investments—October 31, 2024 (unaudited)
| | | | | |
| | | | | | |
Vinci SA (Industrials, Construction & engineering) | | | | | | |
Vivendi SE (Communication services, Media) | | | | | | |
| | | | | | |
| | | | | | |
adidas AG (Consumer discretionary, Textiles, apparel & luxury goods) | | | | | | |
Allianz SE (Financials, Insurance) | | | | | | |
BASF SE (Materials, Chemicals) | | | | | | |
Bayer AG (Health care, Pharmaceuticals) | | | | | | |
Bechtle AG (Information technology, IT services) | | | | | | |
Beiersdorf AG (Consumer staples, Personal care products) | | | | | | |
CTS Eventim AG & Co. KGaA (Communication services, Entertainment) | | | | | | |
Deutsche Bank AG (Financials, Capital markets) | | | | | | |
Deutsche Post AG (Industrials, Air freight & logistics) | | | | | | |
Deutsche Telekom AG (Communication services, Diversified telecommunication services) | | | | | | |
E.ON SE (Utilities, Multi-utilities) | | | | | | |
Fresenius Medical Care AG (Health care, Health care providers & services) | | | | | | |
GEA Group AG (Industrials, Machinery) | | | | | | |
Henkel AG & Co. KGaA Frankfurt Stock Exchange (Consumer staples, Household products) | | | | | | |
Infineon Technologies AG (Information technology, Semiconductors & semiconductor equipment) | | | | | | |
Mercedes-Benz Group AG (Consumer discretionary, Automobiles) | | | | | | |
Merck KGaA (Health care, Pharmaceuticals) | | | | | | |
Muenchener Rueckversicherungs-Gesellschaft AG in Muenchen (Financials, Insurance) | | | | | | |
Rational AG (Industrials, Machinery) | | | | | | |
Rheinmetall AG (Industrials, Aerospace & defense) | | | | | | |
RWE AG (Utilities, Independent power and renewable electricity producers) | | | | | | |
SAP SE (Information technology, Software) | | | | | | |
Siemens AG (Industrials, Industrial conglomerates) | | | | | | |
Siemens Healthineers AG (Health care, Health care equipment & supplies)144A | | | | | | |
Talanx AG (Financials, Insurance) | | | | | | |
Zalando SE (Consumer discretionary, Specialty retail)144A† | | | | | | |
| | | | | | |
| | | | | | |
AIA Group Ltd. (Financials, Insurance) | | | | | | |
BOC Hong Kong Holdings Ltd. (Financials, Banks) | | | | | | |
CK Infrastructure Holdings Ltd. (Utilities, Electric utilities) | | | | | | |
Hang Seng Bank Ltd. (Financials, Banks) | | | | | | |
Henderson Land Development Co. Ltd. (Real estate, Real estate management & development) | | | | | | |
Hong Kong Exchanges & Clearing Ltd. (Financials, Capital markets) | | | | | | |
Power Assets Holdings Ltd. (Utilities, Electric utilities) | | | | | | |
The accompanying notes are an integral part of these financial statements.
4 | Allspring Disciplined International Developed Markets Portfolio
Portfolio of investments—October 31, 2024 (unaudited)
| | | | | |
| | | | | | |
Techtronic Industries Co. Ltd. (Industrials, Machinery) | | | | | | |
Wharf Real Estate Investment Co. Ltd. (Real estate, Real estate management & development) | | | | | | |
| | | | | | |
| | | | | | |
CRH PLC (Materials, Construction materials) | | | | | | |
DCC PLC (Industrials, Industrial conglomerates) | | | | | | |
Flutter Entertainment PLC (Consumer discretionary, Hotels, restaurants & leisure)† | | | | | | |
James Hardie Industries PLC (Materials, Construction materials)† | | | | | | |
Kerry Group PLC Class A (Consumer staples, Food products) | | | | | | |
Kingspan Group PLC (Industrials, Building products) | | | | | | |
| | | | | | |
| | | | | | |
Check Point Software Technologies Ltd. (Information technology, Software)† | | | | | | |
Israel Discount Bank Ltd. Class A (Financials, Banks) | | | | | | |
Monday.com Ltd. (Information technology, Software)† | | | | | | |
Nice Ltd. (Information technology, Software)† | | | | | | |
Teva Pharmaceutical Industries Ltd. ADR (Health care, Pharmaceuticals)† | | | | | | |
Wix.com Ltd. (Information technology, IT services)† | | | | | | |
| | | | | | |
| | | | | | |
Enel SpA (Utilities, Electric utilities) | | | | | | |
Generali (Financials, Insurance) | | | | | | |
Intesa Sanpaolo SpA (Financials, Banks) | | | | | | |
Leonardo SpA (Industrials, Aerospace & defense) | | | | | | |
Mediobanca Banca di Credito Finanziario SpA (Financials, Banks) | | | | | | |
Moncler SpA (Consumer discretionary, Textiles, apparel & luxury goods) | | | | | | |
Prysmian SpA (Industrials, Electrical equipment) | | | | | | |
UniCredit SpA (Financials, Banks) | | | | | | |
| | | | | | |
| | | | | | |
Advantest Corp. (Information technology, Semiconductors & semiconductor equipment) | | | | | | |
Aisin Corp. (Consumer discretionary, Automobile components) | | | | | | |
ANA Holdings, Inc. (Industrials, Passenger airlines) | | | | | | |
Asahi Kasei Corp. (Materials, Chemicals) | | | | | | |
Bandai Namco Holdings, Inc. (Consumer discretionary, Leisure products) | | | | | | |
Bridgestone Corp. (Consumer discretionary, Automobile components) | | | | | | |
Brother Industries Ltd. (Information technology, Technology hardware, storage & peripherals) | | | | | | |
Canon, Inc. (Information technology, Technology hardware, storage & peripherals) | | | | | | |
Central Japan Railway Co. (Industrials, Ground transportation) | | | | | | |
Chugai Pharmaceutical Co. Ltd. (Health care, Pharmaceuticals) | | | | | | |
Dai Nippon Printing Co. Ltd. (Industrials, Commercial services & supplies) | | | | | | |
Dai-ichi Life Holdings, Inc. (Financials, Insurance) | | | | | | |
The accompanying notes are an integral part of these financial statements.
Allspring Disciplined International Developed Markets Portfolio | 5
Portfolio of investments—October 31, 2024 (unaudited)
| | | | | |
| | | | | | |
Daiichi Sankyo Co. Ltd. (Health care, Pharmaceuticals) | | | | | | |
Daikin Industries Ltd. (Industrials, Building products) | | | | | | |
Daito Trust Construction Co. Ltd. (Real estate, Real estate management & development) | | | | | | |
Daiwa House Industry Co. Ltd. (Real estate, Real estate management & development) | | | | | | |
Daiwa Securities Group, Inc. (Financials, Capital markets) | | | | | | |
Disco Corp. (Information technology, Semiconductors & semiconductor equipment) | | | | | | |
ENEOS Holdings, Inc. (Energy, Oil, gas & consumable fuels) | | | | | | |
Fast Retailing Co. Ltd. (Consumer discretionary, Specialty retail) | | | | | | |
Fujitsu Ltd. (Information technology, IT services) | | | | | | |
Hikari Tsushin, Inc. (Industrials, Industrial conglomerates) | | | | | | |
Hitachi Ltd. (Industrials, Industrial conglomerates) | | | | | | |
Honda Motor Co. Ltd. (Consumer discretionary, Automobiles) | | | | | | |
Hoya Corp. (Health care, Health care equipment & supplies) | | | | | | |
Hulic Co. Ltd. (Real estate, Real estate management & development) | | | | | | |
Idemitsu Kosan Co. Ltd. (Energy, Oil, gas & consumable fuels) | | | | | | |
Inpex Corp. (Energy, Oil, gas & consumable fuels) | | | | | | |
Isuzu Motors Ltd. (Consumer discretionary, Automobiles) | | | | | | |
ITOCHU Corp. (Industrials, Trading companies & distributors) | | | | | | |
Japan Tobacco, Inc. (Consumer staples, Tobacco) | | | | | | |
Kansai Electric Power Co., Inc. (Utilities, Electric utilities) | | | | | | |
Kawasaki Kisen Kaisha Ltd. (Industrials, Marine transportation) | | | | | | |
KDDI Corp. (Communication services, Wireless telecommunication services) | | | | | | |
Keyence Corp. (Information technology, Electronic equipment, instruments & components) | | | | | | |
Kintetsu Group Holdings Co. Ltd. (Industrials, Ground transportation) | | | | | | |
Kobe Bussan Co. Ltd. (Consumer staples, Consumer staples distribution & retail) | | | | | | |
Koito Manufacturing Co. Ltd. (Consumer discretionary, Automobile components) | | | | | | |
Komatsu Ltd. (Industrials, Machinery) | | | | | | |
Konami Group Corp. (Communication services, Entertainment) | | | | | | |
Kyocera Corp. (Information technology, Electronic equipment, instruments & components) | | | | | | |
Lasertec Corp. (Information technology, Semiconductors & semiconductor equipment) | | | | | | |
LY Corp. (Communication services, Interactive media & services) | | | | | | |
M3, Inc. (Health care, Health care technology) | | | | | | |
Makita Corp. (Industrials, Machinery) | | | | | | |
Marubeni Corp. (Industrials, Trading companies & distributors) | | | | | | |
Mazda Motor Corp. (Consumer discretionary, Automobiles) | | | | | | |
Mitsubishi Corp. (Industrials, Trading companies & distributors) | | | | | | |
Mitsubishi Electric Corp. (Industrials, Electrical equipment) | | | | | | |
Mitsubishi Heavy Industries Ltd. (Industrials, Machinery) | | | | | | |
Mitsubishi UFJ Financial Group, Inc. (Financials, Banks) | | | | | | |
Mitsui & Co. Ltd. (Industrials, Trading companies & distributors) | | | | | | |
Mitsui Fudosan Co. Ltd. (Real estate, Real estate management & development) | | | | | | |
Mizuho Financial Group, Inc. (Financials, Banks) | | | | | | |
MS&AD Insurance Group Holdings, Inc. (Financials, Insurance) | | | | | | |
Murata Manufacturing Co. Ltd. (Information technology, Electronic equipment, instruments & components) | | | | | | |
The accompanying notes are an integral part of these financial statements.
6 | Allspring Disciplined International Developed Markets Portfolio
Portfolio of investments—October 31, 2024 (unaudited)
| | | | | |
| | | | | | |
NEC Corp. (Information technology, IT services) | | | | | | |
Nexon Co. Ltd. (Communication services, Entertainment) | | | | | | |
Nidec Corp. (Industrials, Electrical equipment) | | | | | | |
Nintendo Co. Ltd. (Communication services, Entertainment) | | | | | | |
Nippon Express Holdings, Inc. (Industrials, Air freight & logistics) | | | | | | |
Nippon Steel Corp. (Materials, Metals & mining) | | | | | | |
Nippon Telegraph & Telephone Corp. (Communication services, Diversified telecommunication services) | | | | | | |
Nitori Holdings Co. Ltd. (Consumer discretionary, Specialty retail) | | | | | | |
Nitto Denko Corp. (Materials, Chemicals) | | | | | | |
Odakyu Electric Railway Co. Ltd. (Industrials, Ground transportation) | | | | | | |
Olympus Corp. (Health care, Health care equipment & supplies) | | | | | | |
Ono Pharmaceutical Co. Ltd. (Health care, Pharmaceuticals) | | | | | | |
Oracle Corp. Japan (Information technology, Software) | | | | | | |
Oriental Land Co. Ltd. (Consumer discretionary, Hotels, restaurants & leisure) | | | | | | |
ORIX Corp. (Financials, Financial services) | | | | | | |
Otsuka Corp. (Information technology, IT services) | | | | | | |
Otsuka Holdings Co. Ltd. (Health care, Pharmaceuticals) | | | | | | |
Pan Pacific International Holdings Corp. (Consumer discretionary, Broadline retail) | | | | | | |
Panasonic Holdings Corp. (Consumer discretionary, Household durables) | | | | | | |
Recruit Holdings Co. Ltd. (Industrials, Professional services) | | | | | | |
Renesas Electronics Corp. (Information technology, Semiconductors & semiconductor equipment) | | | | | | |
SBI Holdings, Inc. (Financials, Capital markets) | | | | | | |
SCREEN Holdings Co. Ltd. (Information technology, Semiconductors & semiconductor equipment) | | | | | | |
SCSK Corp. (Information technology, IT services) | | | | | | |
Seiko Epson Corp. (Information technology, Technology hardware, storage & peripherals) | | | | | | |
Sekisui Chemical Co. Ltd. (Consumer discretionary, Household durables) | | | | | | |
Sekisui House Ltd. (Consumer discretionary, Household durables) | | | | | | |
Seven & i Holdings Co. Ltd. (Consumer staples, Consumer staples distribution & retail) | | | | | | |
Shimano, Inc. (Consumer discretionary, Leisure products) | | | | | | |
Shin-Etsu Chemical Co. Ltd. (Materials, Chemicals) | | | | | | |
Shionogi & Co. Ltd. (Health care, Pharmaceuticals) | | | | | | |
SoftBank Corp. (Communication services, Wireless telecommunication services) | | | | | | |
SoftBank Group Corp. (Communication services, Wireless telecommunication services) | | | | | | |
Sompo Holdings, Inc. (Financials, Insurance) | | | | | | |
Sony Group Corp. (Consumer discretionary, Household durables) | | | | | | |
Subaru Corp. (Consumer discretionary, Automobiles) | | | | | | |
Sumitomo Corp. (Industrials, Trading companies & distributors) | | | | | | |
Sumitomo Electric Industries Ltd. (Consumer discretionary, Automobile components) | | | | | | |
Sumitomo Mitsui Financial Group, Inc. (Financials, Banks) | | | | | | |
Suzuki Motor Corp. (Consumer discretionary, Automobiles) | | | | | | |
TDK Corp. (Information technology, Electronic equipment, instruments & components) | | | | | | |
Terumo Corp. (Health care, Health care equipment & supplies) | | | | | | |
Tokio Marine Holdings, Inc. (Financials, Insurance) | | | | | | |
The accompanying notes are an integral part of these financial statements.
Allspring Disciplined International Developed Markets Portfolio | 7
Portfolio of investments—October 31, 2024 (unaudited)
| | | | | |
| | | | | | |
Tokyo Electron Ltd. (Information technology, Semiconductors & semiconductor equipment) | | | | | | |
Toyota Industries Corp. (Industrials, Machinery) | | | | | | |
Toyota Motor Corp. (Consumer discretionary, Automobiles) | | | | | | |
Toyota Tsusho Corp. (Industrials, Trading companies & distributors) | | | | | | |
Yakult Honsha Co. Ltd. (Consumer staples, Food products) | | | | | | |
Yokogawa Electric Corp. (Information technology, Electronic equipment, instruments & components) | | | | | | |
| | | | | | |
| | | | | | |
ArcelorMittal SA (Materials, Metals & mining) | | | | | | |
Eurofins Scientific SE (Health care, Life sciences tools & services) | | | | | | |
| | | | | | |
| | | | | | |
ABN AMRO Bank NV (Financials, Banks)144A | | | | | | |
Adyen NV (Financials, Financial services)144A† | | | | | | |
Airbus SE (Industrials, Aerospace & defense) | | | | | | |
Akzo Nobel NV (Materials, Chemicals) | | | | | | |
ASM International NV (Information technology, Semiconductors & semiconductor equipment) | | | | | | |
ASML Holding NV (Information technology, Semiconductors & semiconductor equipment) | | | | | | |
BE Semiconductor Industries NV (Information technology, Semiconductors & semiconductor equipment) | | | | | | |
Euronext NV (Financials, Capital markets)144A | | | | | | |
EXOR NV (Financials, Financial services) | | | | | | |
Ferrari NV (Consumer discretionary, Automobiles) | | | | | | |
Ferrovial SE (Industrials, Construction & engineering) | | | | | | |
ING Groep NV (Financials, Banks) | | | | | | |
JDE Peet’s NV (Consumer staples, Food products) | | | | | | |
Koninklijke Ahold Delhaize NV (Consumer staples, Consumer staples distribution & retail) | | | | | | |
Koninklijke KPN NV (Communication services, Diversified telecommunication services) | | | | | | |
Koninklijke Philips NV (Health care, Health care equipment & supplies)† | | | | | | |
NN Group NV (Financials, Insurance) | | | | | | |
Prosus NV (Consumer discretionary, Broadline retail) | | | | | | |
Qiagen NV (Health care, Life sciences tools & services) | | | | | | |
Stellantis NV (Consumer discretionary, Automobiles) | | | | | | |
STMicroelectronics NV (Information technology, Semiconductors & semiconductor equipment) | | | | | | |
Wolters Kluwer NV (Industrials, Professional services) | | | | | | |
| | | | | | |
The accompanying notes are an integral part of these financial statements.
8 | Allspring Disciplined International Developed Markets Portfolio
Portfolio of investments—October 31, 2024 (unaudited)
| | | | | |
| | | | | | |
Auckland International Airport Ltd. (Industrials, Transportation infrastructure) | | | | | | |
Xero Ltd. (Information technology, Software)† | | | | | | |
| | | | | | |
| | | | | | |
DNB Bank ASA (Financials, Banks) | | | | | | |
Kongsberg Gruppen ASA (Industrials, Aerospace & defense) | | | | | | |
Norsk Hydro ASA (Materials, Metals & mining) | | | | | | |
Orkla ASA (Consumer staples, Food products) | | | | | | |
Salmar ASA (Consumer staples, Food products) | | | | | | |
| | | | | | |
| | | | | | |
EDP SA (Utilities, Electric utilities) | | | | | | |
Jeronimo Martins SGPS SA (Consumer staples, Consumer staples distribution & retail) | | | | | | |
| | | | | | |
| | | | | | |
DBS Group Holdings Ltd. (Financials, Banks) | | | | | | |
Genting Singapore Ltd. (Consumer discretionary, Hotels, restaurants & leisure) | | | | | | |
Mapletree Pan Asia Commercial Trust (Real estate, Retail REITs) | | | | | | |
Oversea-Chinese Banking Corp. Ltd. (Financials, Banks) | | | | | | |
Sea Ltd. ADR (Communication services, Entertainment)† | | | | | | |
Singapore Airlines Ltd. (Industrials, Passenger airlines) | | | | | | |
Singapore Exchange Ltd. (Financials, Capital markets) | | | | | | |
United Overseas Bank Ltd. (Financials, Banks) | | | | | | |
| | | | | | |
| | | | | | |
Acciona SA (Utilities, Electric utilities) | | | | | | |
ACS Actividades de Construccion y Servicios SA (Industrials, Construction & engineering) | | | | | | |
Aena SME SA (Industrials, Transportation infrastructure)144A | | | | | | |
Amadeus IT Group SA (Consumer discretionary, Hotels, restaurants & leisure) | | | | | | |
Banco Bilbao Vizcaya Argentaria SA (Financials, Banks) | | | | | | |
Banco Santander SA (Financials, Banks) | | | | | | |
CaixaBank SA (Financials, Banks) | | | | | | |
Enagas SA (Utilities, Gas utilities) | | | | | | |
Iberdrola SA (Utilities, Electric utilities) | | | | | | |
Industria de Diseno Textil SA (Consumer discretionary, Specialty retail) | | | | | | |
Naturgy Energy Group SA (Utilities, Gas utilities) | | | | | | |
Repsol SA (Energy, Oil, gas & consumable fuels) | | | | | | |
Telefonica SA (Communication services, Diversified telecommunication services) | | | | | | |
| | | | | | |
| | | | | | |
Alfa Laval AB (Industrials, Machinery) | | | | | | |
Assa Abloy AB Class B (Industrials, Building products) | | | | | | |
Atlas Copco AB Class A (Industrials, Machinery) | | | | | | |
The accompanying notes are an integral part of these financial statements.
Allspring Disciplined International Developed Markets Portfolio | 9
Portfolio of investments—October 31, 2024 (unaudited)
| | | | | |
| | | | | | |
Essity AB Class B (Consumer staples, Household products) | | | | | | |
Evolution AB (Consumer discretionary, Hotels, restaurants & leisure)144A | | | | | | |
Fastighets AB Balder Class B (Real estate, Real estate management & development)† | | | | | | |
Getinge AB Class B (Health care, Health care equipment & supplies) | | | | | | |
Indutrade AB (Industrials, Machinery) | | | | | | |
Investor AB Class B (Financials, Financial services) | | | | | | |
Lifco AB Class B (Industrials, Industrial conglomerates) | | | | | | |
Sandvik AB (Industrials, Machinery) | | | | | | |
Skandinaviska Enskilda Banken AB Class A (Financials, Banks) | | | | | | |
Svenska Cellulosa AB SCA Class B (Materials, Paper & forest products) | | | | | | |
Svenska Handelsbanken AB Class A (Financials, Banks) | | | | | | |
Swedbank AB Class A (Financials, Banks) | | | | | | |
Telia Co. AB (Communication services, Diversified telecommunication services) | | | | | | |
Volvo AB Class B (Industrials, Machinery) | | | | | | |
| | | | | | |
| | | | | | |
ABB Ltd. (Industrials, Electrical equipment) | | | | | | |
Alcon AG (Health care, Health care equipment & supplies) | | | | | | |
Avolta AG (Consumer discretionary, Specialty retail) | | | | | | |
Chocoladefabriken Lindt & Spruengli AG (Consumer staples, Food products) | | | | | | |
Cie Financiere Richemont SA Class A (Consumer discretionary, Textiles, apparel & luxury goods) | | | | | | |
Clariant AG (Materials, Chemicals) | | | | | | |
Coca-Cola HBC AG (Consumer staples, Beverages) | | | | | | |
DSM-Firmenich AG (Materials, Chemicals) | | | | | | |
EMS-Chemie Holding AG (Materials, Chemicals) | | | | | | |
Givaudan SA (Materials, Chemicals) | | | | | | |
Helvetia Holding AG (Financials, Insurance) | | | | | | |
Holcim AG (Materials, Construction materials) | | | | | | |
Julius Baer Group Ltd. (Financials, Capital markets) | | | | | | |
Logitech International SA (Information technology, Technology hardware, storage & peripherals) | | | | | | |
Lonza Group AG (Health care, Life sciences tools & services) | | | | | | |
Nestle SA (Consumer staples, Food products) | | | | | | |
Novartis AG (Health care, Pharmaceuticals) | | | | | | |
Roche Holding AG (Health care, Pharmaceuticals) | | | | | | |
Roche Holding AG SIX Swiss Exchange (Health care, Pharmaceuticals) | | | | | | |
Schindler Holding AG (Industrials, Machinery) | | | | | | |
Siemens Energy AG (Industrials, Electrical equipment)† | | | | | | |
Sika AG (Materials, Chemicals) | | | | | | |
Sonova Holding AG (Health care, Health care equipment & supplies) | | | | | | |
Straumann Holding AG (Health care, Health care equipment & supplies) | | | | | | |
Swiss Re AG (Financials, Insurance) | | | | | | |
Swisscom AG (Communication services, Diversified telecommunication services) | | | | | | |
UBS Group AG (Financials, Capital markets) | | | | | | |
Zurich Insurance Group AG (Financials, Insurance) | | | | | | |
| | | | | | |
The accompanying notes are an integral part of these financial statements.
10 | Allspring Disciplined International Developed Markets Portfolio
Portfolio of investments—October 31, 2024 (unaudited)
| | | | | |
| | | | | | |
3i Group PLC (Financials, Capital markets) | | | | | | |
Anglo American PLC (Materials, Metals & mining) | | | | | | |
Ashtead Group PLC (Industrials, Trading companies & distributors) | | | | | | |
Associated British Foods PLC (Consumer staples, Food products) | | | | | | |
AstraZeneca PLC (Health care, Pharmaceuticals) | | | | | | |
Aviva PLC (Financials, Insurance) | | | | | | |
BAE Systems PLC (Industrials, Aerospace & defense) | | | | | | |
BP PLC (Energy, Oil, gas & consumable fuels) | | | | | | |
British American Tobacco PLC (Consumer staples, Tobacco) | | | | | | |
BT Group PLC (Communication services, Diversified telecommunication services) | | | | | | |
Bunzl PLC (Industrials, Trading companies & distributors) | | | | | | |
Centrica PLC (Utilities, Multi-utilities) | | | | | | |
Compass Group PLC (Consumer discretionary, Hotels, restaurants & leisure) | | | | | | |
Diageo PLC (Consumer staples, Beverages) | | | | | | |
GSK PLC (Health care, Pharmaceuticals) | | | | | | |
Halma PLC (Information technology, Electronic equipment, instruments & components) | | | | | | |
Hargreaves Lansdown PLC (Financials, Capital markets) | | | | | | |
HSBC Holdings PLC (Financials, Banks) | | | | | | |
Imperial Brands PLC (Consumer staples, Tobacco) | | | | | | |
Informa PLC (Communication services, Media) | | | | | | |
InterContinental Hotels Group PLC (Consumer discretionary, Hotels, restaurants & leisure) | | | | | | |
JD Sports Fashion PLC (Consumer discretionary, Specialty retail) | | | | | | |
Kingfisher PLC (Consumer discretionary, Specialty retail) | | | | | | |
London Stock Exchange Group PLC (Financials, Capital markets) | | | | | | |
Mondi PLC (Materials, Paper & forest products) | | | | | | |
National Grid PLC (Utilities, Multi-utilities) | | | | | | |
NatWest Group PLC (Financials, Banks) | | | | | | |
Ocado Group PLC (Consumer staples, Consumer staples distribution & retail)† | | | | | | |
Pearson PLC (Consumer discretionary, Diversified consumer services) | | | | | | |
Phoenix Group Holdings PLC (Financials, Insurance) | | | | | | |
Prudential PLC (Financials, Insurance) | | | | | | |
Reckitt Benckiser Group PLC (Consumer staples, Household products) | | | | | | |
RELX PLC (Industrials, Professional services) | | | | | | |
Rentokil Initial PLC (Industrials, Commercial services & supplies) | | | | | | |
Rio Tinto PLC (Materials, Metals & mining) | | | | | | |
Rolls-Royce Holdings PLC (Industrials, Aerospace & defense)† | | | | | | |
Sage Group PLC (Information technology, Software) | | | | | | |
Shell PLC (Energy, Oil, gas & consumable fuels) | | | | | | |
Smith & Nephew PLC (Health care, Health care equipment & supplies) | | | | | | |
Smiths Group PLC (Industrials, Industrial conglomerates) | | | | | | |
SSE PLC (Utilities, Electric utilities) | | | | | | |
St. James’s Place PLC (Financials, Capital markets) | | | | | | |
Standard Chartered PLC (Financials, Banks) | | | | | | |
Tesco PLC (Consumer staples, Consumer staples distribution & retail) | | | | | | |
Unilever PLC (Consumer staples, Personal care products) | | | | | | |
Unilever PLC London Stock Exchange (Consumer staples, Personal care products) | | | | | | |
The accompanying notes are an integral part of these financial statements.
Allspring Disciplined International Developed Markets Portfolio | 11
Portfolio of investments—October 31, 2024 (unaudited)
| | | | | |
United Kingdom(continued) | | | | | | |
Vodafone Group PLC (Communication services, Wireless telecommunication services) | | | | | | |
Wise PLC Class A (Financials, Financial services)† | | | | | | |
| | | | | | |
| | | | | | |
Experian PLC (Industrials, Professional services) | | | | | | |
Total common stocks (Cost $225,314,524) | | | | | | |
| | | | | |
| | | | | | |
| | | | | | |
Henkel AG & Co. KGaA (Consumer staples, Household products) | | | | | | |
Total preferred stocks (Cost $444,134) | | | | | | |
| | | | | |
Short-term investments: 2.52% | | | | | | |
Investment companies: 2.52% | | | | | | |
Allspring Government Money Market Fund Select Class♠∞ | | | | | | |
Total short-term investments (Cost $7,049,499) | | | | | | |
Total investments in securities (Cost $232,808,157) | | | | | | |
Other assets and liabilities, net | | | | | | |
| | | | | | |
| Non-income-earning security |
| 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 issuer of the security is an affiliated person of the Portfolio as defined in the Investment Company Act of 1940. |
| The rate represents the 7-day annualized yield at period end. |
|
| American depositary receipt |
| Real estate investment trust |
Investments in affiliates
An affiliated investment is an investment in which the Portfolio owns at least 5% of the outstanding voting shares of the issuer or as a result of other relationships, such as the Portfolio and the issuer having the same adviser or investment manager. Transactions with issuers that were affiliates of the Portfolio at the end of the period were as follows:
| | | | | Net
change in
unrealized
gains
(losses) | | | Income
from
affiliated
securities |
| | | | | | | | |
Allspring Government Money Market Fund Select Class | | | | | | | | |
The accompanying notes are an integral part of these financial statements.
12 | Allspring Disciplined International Developed Markets Portfolio
Portfolio of investments—October 31, 2024 (unaudited)
The accompanying notes are an integral part of these financial statements.
Allspring Disciplined International Developed Markets Portfolio | 13
Statement of assets and liabilities—October 31, 2024 (unaudited)
Financial statements
Statement of assets and liabilities
| |
Investments in unaffiliated securities, at value (cost $225,758,658) | |
Investments in affiliated securities, at value (cost $7,049,499) | |
Cash at broker segregated for futures contracts | |
Foreign currency, at value (cost $80,720) | |
| |
Prepaid expenses and other assets | |
| |
| |
| |
Payable for daily variation margin on open futures contracts | |
Professional fees payable | |
Custody and accounting fees payable | |
Trustees’ fees and expenses payable | |
Accrued expenses and other liabilities | |
| |
| |
The accompanying notes are an integral part of these financial statements.
14 | Allspring Disciplined International Developed Markets Portfolio
Statement of operations—six months ended October 31, 2024 (unaudited)
Statement of operations
| |
Dividends (net of foreign withholdings taxes of $556,633) | |
Income from affiliated securities | |
| |
| |
| |
| |
Custody and accounting fees | |
| |
| |
Interest holder report expenses | |
Trustees’ fees and expenses | |
| |
| |
| |
Realized and unrealized gains (losses) on investments | |
| |
| |
Foreign currency and foreign currency translations | |
| |
Net realized gains on investments | |
Net change in unrealized gains (losses) on | |
| |
Foreign currency and foreign currency translations | |
| |
Net change in unrealized gains (losses) on investments | |
Net realized and unrealized gains (losses) on investments | |
Net increase in net assets resulting from operations | |
The accompanying notes are an integral part of these financial statements.
Allspring Disciplined International Developed Markets Portfolio | 15
Statement of changes in net assets
Statement of changes in net assets
| Six months ended
October 31, 2024
(unaudited) | | |
| | | | | | |
| | | | | | |
Net realized gains (losses) on investments | | | | | | |
Net change in unrealized gains on investments | | | | | | |
Net increase in net assets resulting from operations | | | | | | |
Capital share transactions | | | | | | |
Transactions in investors’ beneficial interests | | | | | | |
| | | | | | |
| | | | | | |
Net increase (decrease) in net assets resulting from capital share transactions | | | | | | |
Total increase (decrease) in net assets | | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
1 For the eleven months ended April 30, 2024. The Portfolio changed its fiscal year end from May 31 to April 30, effective April 30, 2024.
The accompanying notes are an integral part of these financial statements.
16 | Allspring Disciplined International Developed Markets Portfolio
| Six months ended
October 31, 2024
(unaudited) | | |
| | | | | |
| | | | | | | |
Ratios to average net assets (annualized) | | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| For the eleven months ended April 30, 2024. The Portfolio changed its fiscal year end from May 31 to April 30, effective April 30, 2024. |
| Returns include adjustments required by U.S. GAAP and may differ from net asset values and performance reported elsewhere. Returns for periods of less than one year are not annualized. |
| Net expense ratios reflect voluntary waivers, if any. |
The accompanying notes are an integral part of these financial statements.
Allspring Disciplined International Developed Markets Portfolio | 17
Notes to financial statements (unaudited)
Notes to financial statements
Allspring Master 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 Disciplined International Developed Markets Portfolio (the “Portfolio”) which is a diversified series of the Trust.
Interests in the Portfolio are available solely through private placement transactions that do not involve any “public offering” within the meaning of Section 4(a)(2) of the Securities Act of 1933.
2.
SIGNIFICANT ACCOUNTING POLICIES
The following significant accounting policies, which are consistently followed in the preparation of the financial statements of the Portfolio, are in conformity with U.S. generally accepted accounting principles (“GAAP”) 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.
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 Portfolio may deviate from this calculation time under unusual or unexpected circumstances.
Equity securities, exchange-traded funds and futures contracts 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.
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 Valuation 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 implemented by Allspring Funds Management 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, 2024, such fair value pricing was used in pricing certain foreign securities.
Investments in registered open-end investment companies (other than those listed on a foreign or domestic exchange or market) are valued at net asset value.
Investments which are not valued using the methods discussed above are valued at their fair value, as determined in good faith by Allspring Funds Management, which was named the valuation designee by the Board of Trustees. As the valuation designee, Allspring Funds Management is responsible for day-to-day valuation activities for the Allspring Funds. In connection with these responsibilities, Allspring Funds Management has established a Valuation Committee 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. On a quarterly basis, the Board of Trustees receives reports of valuation actions taken by the Valuation Committee. On at least an annual basis, the Board of Trustees receives an assessment of the adequacy and effectiveness of Allspring Funds Management’s process for determining the fair value of the portfolio of investments.
Foreign currency translation
The accounting records of the Portfolio 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 Valuation 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.
18 | Allspring Disciplined International Developed Markets Portfolio
Notes to financial statements (unaudited)
Futures contracts
Futures contracts are agreements between the Portfolio and a counterparty to buy or sell a specific amount of a commodity, financial instrument or currency at a specified price and on a specified date. The Portfolio may buy and sell futures contracts in order to gain exposure to, or protect against, changes in security values and is subject to equity price risk. The primary risks associated with the use of futures contracts are the imperfect correlation between changes in market values of securities held by the Portfolio and the prices of futures contracts, and the possibility of an illiquid market. Futures contracts are generally entered into on a regulated futures exchange and cleared through a clearinghouse associated with the exchange. With futures contracts, there is minimal counterparty risk to the Portfolio since futures contracts are exchange-traded and the exchange’s clearinghouse, as the counterparty to all exchange-traded futures, guarantees the futures contracts against default.
Upon entering into a futures contract, the Portfolio is required to deposit either cash or securities (initial margin) with the broker in an amount equal to a certain percentage of the contract value. Subsequent payments (variation margin) are paid to or received from the broker each day equal to the daily changes in the contract value. Such payments are recorded as unrealized gains or losses and, if any, shown as variation margin receivable (payable) in the Statement of Assets and Liabilities. Should the Portfolio fail to make requested variation margin payments, the broker can gain access to the initial margin to satisfy the Portfolio’s payment obligations. When the contracts are closed, a realized gain or loss is recorded in the Statement of Operations.
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.
Interest earned on cash balances held at the custodian is recorded as interest income.
Distributions received from REIT investments may be characterized as ordinary income, capital gains, or a return of capital to the Portfolio based on information provided by the REIT. The proper characterization of REIT distributions is generally not known until after the end of each calendar year. As such, estimates may be used in reporting the character of income and distributions for financial statement purposes.
The Portfolio is not required to pay federal income taxes on its net investment income and net capital gains as it is treated as a partnership for federal income tax purposes. All income, gains and losses of the Portfolio are deemed to have been “passed through” to the interest holders in proportion to their holdings of the Portfolio regardless of whether income and gains have been distributed by the Portfolio.
The Portfolio’s income tax returns and all financial records supporting those returns for the prior three fiscal years are subject to examination by the federal revenue authority. Management has analyzed the Portfolio’s tax positions taken on federal, state, and foreign tax returns, as applicable, 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, 2024, the aggregate cost of all investments for federal income tax purposes was $234,344,589 and the unrealized gains (losses) consisted of:
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 Portfolio’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 Portfolio’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 Portfolio’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 Disciplined International Developed Markets Portfolio | 19
Notes to financial statements (unaudited)
The following is a summary of the inputs used in valuing the Portfolio’s assets and liabilities as of October 31, 2024:
| | Other significant
observable inputs
(Level 2) | Significant
unobservable inputs
(Level 3) | |
| | | | |
| | | | |
| | | | |
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Futures contracts are reported at their cumulative unrealized gains (losses) at measurement date as reported in the tables following the Portfolio of Investments. For futures contracts, the current day’s variation margin is reported on the Statement of Assets and Liabilities. All other assets and liabilities are reported at their market value at measurement date.
Additional sector, industry or geographic detail, if any, is included in the Portfolio of Investments.
At October 31, 2024, the Portfolio did not have any transfers into/out of Level 3.
4.
TRANSACTIONS WITH AFFILIATES
The Trust has entered into an advisory contract with Allspring Funds Management, a wholly owned subsidiary of Allspring Global Investments Holdings, LLC, a holding company indirectly owned by certain private funds of GTCR LLC and Reverence Capital Partners, L.P. The adviser is responsible for implementing investment policies and guidelines and for supervising the subadviser, who is responsible for day-to-day portfolio management of the
20 | Allspring Disciplined International Developed Markets Portfolio
Notes to financial statements (unaudited)
Portfolio. Pursuant to the contract, Allspring Funds Management is entitled to receive an advisory fee at the following annual rate based on the Portfolio’s average daily net assets:
For the six months ended October 31, 2024, the advisory fee was equivalent to an annual rate of 0.25% of the Portfolio’s average daily net assets.
Allspring Funds Management has retained the services of a subadviser to provide daily portfolio management to the Portfolio. 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 Portfolio and is entitled to receive a fee from Allspring Funds Management at an annual rate starting at 0.20% and declining to 0.15% as the average daily net assets of the Portfolio increase.
The Portfolio 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 Portfolio did not have any interfund transactions during the six months ended October 31, 2024.
5.
INVESTMENT PORTFOLIO TRANSACTIONS
Purchases and sales of investments, excluding U.S. government obligations (if any) and short-term securities, for the six months ended October 31, 2024 were $55,461,486 and $85,266,055, respectively.
6.
DERIVATIVE TRANSACTIONS
During the six months ended October 31, 2024, the Portfolio entered into futures contracts to gain market exposure. The Portfolio had an average notional amount of $6,646,507 in long futures contracts during the six months ended October 31, 2024.
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.
The Trust, along with Allspring Variable Trust and Allspring Funds Trust (excluding the money market funds), are parties to a $275,000,000 (prior to July 9, 2024: $350,000,000), revolving credit agreement whereby the Portfolio is permitted to use bank borrowings for temporary or emergency purposes, such as to fund interest holders withdrawal requests. Interest under the credit agreement is charged to the Portfolio based on a borrowing rate equal to the higher of the Federal Funds rate or the overnight bank funding rate in effect on that day plus a spread. In addition, an annual commitment fee based on the unused balance is allocated to each participating fund.
For the six months ended October 31, 2024, there were no borrowings by the Portfolio under the agreement.
As of the end of the period, the Portfolio concentrated its portfolio of investments in 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 Portfolio’s investment performance causing such performance to be more volatile than the investment performance of a more geographically diversified fund.
Under the Portfolio’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 Portfolio. The Portfolio has entered into a separate agreement with each Trustee that converts indemnification rights currently existing under the Portfolio’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 Portfolio may enter into contracts with service providers that contain a variety of indemnification clauses. The Portfolio’s maximum exposure under these arrangements is dependent on future claims that may be made against the Portfolio and, therefore, cannot be estimated.
Allspring Disciplined International Developed Markets Portfolio | 21
Other information (unaudited)
Other 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 1-866-259-3305, 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.
Quarterly portfolio holdings information
The Portfolio 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. Interest Holders may view the filed Form N-PORT by visiting the SEC website at sec.gov.
22 | Allspring Disciplined International Developed Markets Portfolio
Other information (unaudited)
Item 8. Changes in and disagreements with accountants
Item 9. Matters submitted to fund shareholders for a vote
Item 10. Remuneration paid to directors, officers and others
Refer to information in the Statement of operations.
Allspring Disciplined International Developed Markets Portfolio | 23
Other information (unaudited)
Item 11. Statement regarding basis for the board’s approval of investment advisory contract
Board consideration of investment advisory and sub-advisory agreements:
Under the Investment Company Act of 1940 (the “1940 Act”), the Board of Trustees (the “Board”) of Allspring Master Trust (the “Trust”) must determine annually whether to approve the continuation of the Trust’s investment advisory and sub-advisory agreements. In this regard, at a Board meeting held on May 28-30, 2024 (the “Meeting”), the Board, all the members of which have no direct or indirect interest in the investment advisory 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 the Allspring Disciplined International Developed Markets Portfolio (the “Portfolio”): (i) an investment advisory agreement (the “Advisory Agreement”) with Allspring Funds Management, LLC (“Allspring Funds Management”); and (ii) an investment sub-advisory agreement (the “Sub-Advisory Agreement”) with Allspring Global Investments, LLC (the “Sub-Adviser”), an affiliate of Allspring Funds Management. The Advisory Agreement and the Sub-Advisory Agreement are collectively referred to as the “Advisory Agreements.”
At the Meeting, the Board considered the factors and reached the conclusions described below relating to the selection of Allspring Funds Management and the Sub-Adviser and the approval of the Advisory Agreements. Prior to the Meeting, including at a meeting of the Board held in April 2024, and at the Meeting, the Trustees conferred extensively among themselves and with representatives of Allspring Funds Management about these matters. 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, Allspring 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 2024. 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 interactions with Allspring Funds Management and the Sub-Adviser about various topics. In this regard, the Board reviewed reports of Allspring 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 Allspring 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 Portfolio as part of its consideration of agreements for funds across the complex, but its approvals were made on a portfolio-by-portfolio 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 Portfolio by Allspring Funds Management and the Sub-Adviser under the Advisory Agreements. This information included a description of the investment advisory services and Portfolio-level administrative services covered by the Advisory Agreement, as well as, among other things, a summary of the background and experience of senior management of Allspring Global Investments, of which Allspring Funds Management and the Sub-Adviser are a part, and a summary of investments made in the Allspring Global Investments business.* The Board also received information about the services that continue to be provided by Wells Fargo & Co. and/or its affiliates (“Wells Fargo”) since the sale of Wells Fargo Asset Management to Allspring Global Investments Holdings, LLC, a holding company indirectly owned by certain private funds of GTCR LLC and Reverence Capital Partners, L.P., under a transition services agreement and an update on the anticipated timeline for exiting the transition services agreement. In addition, the Board received and considered information about the full range of services provided to the Portfolio by Allspring Funds Management and its affiliates.
The Board considered the qualifications, background, tenure, and responsibilities of each of the portfolio managers primarily responsible for the day-to-day portfolio management of the Portfolio. The Board evaluated the ability of Allspring 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 Allspring Funds Management and the Sub-Adviser. The Board received and considered information about Allspring Global Investments’ risk management functions, which included information about Allspring Funds Management’s and the Sub-Adviser’s business continuity plans, their approaches to data privacy and cybersecurity, Allspring Funds Management’s role
*
The trade name for the asset management firm that includes Allspring Funds Management and the Sub-Adviser is “Allspring Global Investments.”
24 | Allspring Disciplined International Developed Markets Portfolio
Other information (unaudited)
as administrator of the Portfolio’s liquidity risk management program, and fair valuation designee. The Board also received and considered information about Allspring Funds Management’s intermediary and vendor oversight program.
Portfolio investment performance and expenses
The Board considered the investment performance results for the Portfolio over various time periods ended December 31, 2023. 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 Portfolio (the “Universe”), and in comparison to the Portfolio’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 Portfolio 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 Portfolio was higher than the investment performance of its benchmark index, the MSCI EFE Index (Net), for all periods under review.
The Board also received and considered information regarding the fee rates that are payable to Allspring Funds Management for investment advisory services (as discussed below), which are the only fees charged at the Portfolio level, relative to corresponding class-specific expense groups that were determined by Broadridge to be similar to the Portfolio (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.
The Board took into account the Portfolio’s investment performance and expense information provided to it among the factors considered in deciding to re-approve the Advisory Agreements.
Investment advisory and sub-advisory fee rates
The Board reviewed and considered the contractual fee rates payable by the Portfolio to Allspring Funds Management under the Advisory Agreement (the “Advisory Rate”). The Board also reviewed and considered the contractual investment sub-advisory fee rates payable by Allspring Funds Management to the Sub-Adviser for investment sub-advisory services.
The Board reviewed a comparison of the Advisory Agreement Rate of the Portfolio with those of other funds in the Portfolio’s expense Group at a common asset level. The Board noted that the Portfolio’s Advisory Agreement Rate was lower than the median rate for the Portfolio’s expense Group.
The Board also received and considered information about the portion of the total advisory fee that was retained by Allspring 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 Allspring Funds Management and not delegated to or assumed by the Sub-Adviser, and about Allspring Funds Management’s on-going oversight services. Given the affiliation between Allspring 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 Allspring Funds Management and the Sub-Adviser to other types of clients with investment strategies similar to those of the Portfolio. In this regard, the Board received information about the significantly greater scope of services, and compliance, reporting and other legal and regulatory obligations 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 Allspring Funds Management under the Advisory Agreement and to the Sub-Adviser under the Sub-Advisory Agreement was reasonable.
The Board received and considered information concerning the profitability of Allspring Funds Management, as well as the profitability of Allspring Global Investments, from providing services to the fund complex as a whole. The Board noted that the Sub-Adviser’s profitability information with respect to providing services to the Portfolio and other funds in the complex was subsumed in the Allspring Global Investments profitability analysis.
Allspring 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 Allspring Funds Management or Allspring Global Investments from services provided to the Portfolio to be at a level that would prevent it from approving the continuation of the Advisory Agreements.
Allspring Disciplined International Developed Markets Portfolio | 25
Other information (unaudited)
Economies of scale
The Board received and considered information about the potential for Allspring Funds Management to experience economies of scale in the provision of management services to the Portfolio, the difficulties of isolating and quantifying economies of scale at an individual fund level, and the extent to which potential scale benefits are shared with Portfolio shareholders. The Board noted the existence of breakpoints in the Portfolio’s advisory fee structure, which operate generally to reduce the Portfolio’s expense ratios as the Portfolio grows in size, and the size of the Portfolio in relation to such breakpoints. The Board considered that in addition to management fee breakpoints, Allspring 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 Allspring Funds Management’s arrangements with respect to the Portfolio, including contractual breakpoints, constituted a reasonable approach to sharing potential economies of scale with the Portfolio and its shareholders.
Other benefits to Allspring Funds Management and the Sub-Adviser
The Board received and considered information regarding potential “fall-out” or ancillary benefits received by Allspring Funds Management and its affiliates, including the Sub-Adviser, as a result of their relationships with the Portfolio. Ancillary benefits could include, among others, benefits directly attributable to other relationships with the Portfolio and benefits potentially derived from an increase in Allspring Funds Management’s and the Sub-Adviser’s business as a result of their relationships with the Portfolio. The Board noted that Allspring Funds Distributor, LLC, an affiliate of Allspring Funds Management, receives distribution-related fees in respect of shares sold or held through it. The Board also reviewed information about soft dollar credits earned and utilized by the Sub-Adviser.
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 Allspring Funds Management and its affiliates, including the Sub-Adviser, were unreasonable.
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 Allspring 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.
26 | Allspring Disciplined International Developed Markets Portfolio
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For more information
More information about Allspring Funds is available free upon request. To obtain literature, please write, visit the Portfolio’s website, or call:
Allspring Funds
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: 1-800-260-5969
This report and the financial statements contained herein are submitted for the general information of the interest holders of the Portfolio. 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 Portfolio’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.
© 2024 Allspring Global Investments Holdings, LLC. All rights reserved.
Allspring Real Return Fund
Long Form Financial Statements
Semi-Annual Report
Allspring Real Return Fund | 1
Portfolio of investments—October 31, 2024 (unaudited)
| | | | | |
Investment companies: 99.93% | | | | | | |
Affiliated master portfolio: 99.93% | | | | | | |
Allspring Real Return Portfolio | | | | | | |
Total investment companies (Cost $84,417,739) | | | | | | |
Total investments in securities (Cost $84,417,739) | | | | | | |
Other assets and liabilities, net | | | | | | |
| | | | | | |
Transactions with the affiliated Master Portfolio were as follows:
| % of
ownership,
beginning
of period | % of
ownership,
end of
period | Net realized
gains
(losses) on
investments
allocated
from
affiliated
Master
Portfolio | Net
change in
unrealized
gains
(losses) on
investments
allocated
from
affiliated
Master
Portfolio | Interest
allocated
from
affiliated
Master
Portfolio | Dividends
allocated
from
affiliated
Master
Portfolio | Affiliated
Income
Allocated
from
affiliated
Master
Portfolio | |
Allspring Real Return Portfolio | | | | | | | | |
The accompanying notes are an integral part of these financial statements.
2 | Allspring Real Return Fund
Statement of assets and liabilities—October 31, 2024 (unaudited)
Financial statements
Statement of assets and liabilities
| |
Investments in affiliated Master Portfolio, at value (cost $84,417,739) | |
| |
Receivable for Fund shares sold | |
| |
Prepaid expenses and other assets | |
| |
| |
Payable for Fund shares redeemed | |
Professional fees payable | |
Shareholder report expenses payable | |
Trustees’ fees and expenses payable | |
Administration fees payable | |
Shareholder servicing fees payable | |
| |
Accrued expenses and other liabilities | |
| |
| |
| |
| |
| |
| |
Computation of net asset value and offering price per share | |
| |
Shares outstanding–Class A1 | |
Net asset value per share–Class A | |
Maximum offering price per share – Class A2 | |
| |
Shares outstanding–Class C1 | |
Net asset value per share–Class C | |
| |
Shares outstanding–Class R61 | |
Net asset value per share–Class R6 | |
Net assets–Administrator Class | |
Shares outstanding–Administrator Class1 | |
Net asset value per share–Administrator Class | |
Net assets–Institutional Class | |
Shares outstanding–Institutional Class1 | |
Net asset value per share–Institutional Class | |
1 The Fund has an unlimited number of authorized shares.
2 Maximum offering price is computed as 100/95.50 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.
Allspring Real Return Fund | 3
Statement of operations—six months ended October 31, 2024 (unaudited)
Statement of operations
| |
Interest allocated from affiliated Master Portfolio | |
Affiliated income allocated from affiliated Master Portfolio | |
Dividends allocated from affiliated Master Portfolio (net of foreign withholding taxes of $1,280) | |
Expenses allocated from affiliated Master Portfolio | |
Waivers allocated from affiliated Master Portfolio | |
| |
| |
| |
| |
| |
| |
| |
| |
| |
Shareholder servicing fees | |
| |
| |
| |
| |
| |
Custody and accounting fees | |
| |
| |
Shareholder report expenses | |
Trustees’ fees and expenses | |
| |
| |
Less: Fee waivers and/or expense reimbursements | |
| |
| |
| |
| |
| |
| |
| |
Realized and unrealized gains (losses) on investments | |
Net realized gains on investments allocated from affiliated Master Portfolio | |
Net change in unrealized gains (losses) on investments allocated from affiliated Master Portfolio | |
Net realized and unrealized gains (losses) on investments | |
Net increase in net assets resulting from operations | |
The accompanying notes are an integral part of these financial statements.
4 | Allspring Real Return Fund
Statement of changes in net assets
Statement of changes in net assets
|
Six months ended
October 31, 2024 (unaudited) | Year ended April 30, 20241 | |
| | | | | | |
| | | | | | |
Net realized gains (losses) on investments | | | | | | |
Net change in unrealized gains (losses) on investments | | | | | | |
Net increase (decrease) in net assets resulting from operations | | | | | | |
Distributions to shareholders from | | | | | | |
Net investment income and net realized gains | | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
Total distributions to shareholders | | | | | | |
Capital share transactions | | | | | | |
Proceeds from shares sold | | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
Reinvestment of distributions | | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
Payment for shares redeemed | | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
Net increase (decrease) in net assets resulting from capital share transactions | | | | | | |
Total increase (decrease) in net assets | | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
1 For the eleven months ended April 30, 2024. The Fund changed its fiscal year end from May 31 to April 30, effective April 30, 2024.
The accompanying notes are an integral part of these financial statements.
Allspring Real Return Fund | 5
Financial highlights
(For a share outstanding throughout each period)
| Six months ended
October 31, 2024
(unaudited) | | |
| | | | | |
Net asset value, beginning of period | | | | | | | |
| | | | | | | |
Net realized and unrealized gains (losses) on investments | | | | | | | |
Total from investment operations | | | | | | | |
Distributions to shareholders from | | | | | | | |
| | | | | | | |
| | | | | | | |
Total distributions to shareholders | | | | | | | |
Net asset value, end of period | | | | | | | |
| | | | | | | |
Ratios to average net assets (annualized)* | | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Net assets, end of period (000s omitted) | | | | | | | |
| Ratios include net expenses allocated from the affiliated Master Portfolio which were as follows: |
Six months ended October 31, 2024 (unaudited) | |
Year ended April 30, 20241 | |
| |
| |
| |
| |
| |
| For the eleven months ended April 30, 2024. The Fund changed its fiscal year end from May 31 to April 30, effective April 30, 2024. |
| Calculated based upon average shares outstanding |
| Total return calculations do not include any sales charges. Returns include adjustments required by U.S. GAAP and may differ from net asset values and performance reported elsewhere. Returns for periods of less than one year are not annualized. |
| Portfolio turnover rate is calculated by multiplying the affiliated Master Portfolio’s percentage of the Fund’s total investment in securities at the end of the period by the affiliated Master Portfolio’s portfolio turnover rate. |
The accompanying notes are an integral part of these financial statements.
6 | Allspring Real Return Fund
(For a share outstanding throughout each period)
| Six months ended
October 31, 2024
(unaudited) | | |
| | | | | |
Net asset value, beginning of period | | | | | | | |
| | | | | | | |
Net realized and unrealized gains (losses) on investments | | | | | | | |
Total from investment operations | | | | | | | |
Distributions to shareholders from | | | | | | | |
| | | | | | | |
| | | | | | | |
Total distributions to shareholders | | | | | | | |
Net asset value, end of period | | | | | | | |
| | | | | | | |
Ratios to average net assets (annualized)* | | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Net assets, end of period (000s omitted) | | | | | | | |
| Ratios include net expenses allocated from the affiliated Master Portfolio which were as follows: |
Six months ended October 31, 2024 (unaudited) | |
Year ended April 30, 20241 | |
| |
| |
| |
| |
| |
| For the eleven months ended April 30, 2024. The Fund changed its fiscal year end from May 31 to April 30, effective April 30, 2024. |
| Calculated based upon average shares outstanding |
| Total return calculations do not include any sales charges. Returns include adjustments required by U.S. GAAP and may differ from net asset values and performance reported elsewhere. Returns for periods of less than one year are not annualized. |
| Portfolio turnover rate is calculated by multiplying the affiliated Master Portfolio’s percentage of the Fund’s total investment in securities at the end of the period by the affiliated Master Portfolio’s portfolio turnover rate. |
The accompanying notes are an integral part of these financial statements.
Allspring Real Return Fund | 7
(For a share outstanding throughout each period)
| Six months ended
October 31, 2024
(unaudited) | | |
| | | | | |
Net asset value, beginning of period | | | | | | | |
| | | | | | | |
Net realized and unrealized gains (losses) on investments | | | | | | | |
Total from investment operations | | | | | | | |
Distributions to shareholders from | | | | | | | |
| | | | | | | |
| | | | | | | |
Total distributions to shareholders | | | | | | | |
Net asset value, end of period | | | | | | | |
| | | | | | | |
Ratios to average net assets (annualized)* | | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Net assets, end of period (000s omitted) | | | | | | | |
| Ratios include net expenses allocated from the affiliated Master Portfolio which were as follows: |
Six months ended October 31, 2024 (unaudited) | |
Year ended April 30, 20241 | |
| |
| |
| |
| |
| |
| For the eleven months ended April 30, 2024. The Fund changed its fiscal year end from May 31 to April 30, effective April 30, 2024. |
| Calculated based upon average shares outstanding |
| Returns include adjustments required by U.S. GAAP and may differ from net asset values and performance reported elsewhere. Returns for periods of less than one year are not annualized. |
| Portfolio turnover rate is calculated by multiplying the affiliated Master Portfolio’s percentage of the Fund’s total investment in securities at the end of the period by the affiliated Master Portfolio’s portfolio turnover rate. |
The accompanying notes are an integral part of these financial statements.
8 | Allspring Real Return Fund
(For a share outstanding throughout each period)
| Six months ended
October 31, 2024
(unaudited) | | |
| | | | | |
Net asset value, beginning of period | | | | | | | |
| | | | | | | |
Net realized and unrealized gains (losses) on investments | | | | | | | |
Total from investment operations | | | | | | | |
Distributions to shareholders from | | | | | | | |
| | | | | | | |
| | | | | | | |
Total distributions to shareholders | | | | | | | |
Net asset value, end of period | | | | | | | |
| | | | | | | |
Ratios to average net assets (annualized)* | | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Net assets, end of period (000s omitted) | | | | | | | |
| Ratios include net expenses allocated from the affiliated Master Portfolio which were as follows: |
Six months ended October 31, 2024 (unaudited) | |
Year ended April 30, 20241 | |
| |
| |
| |
| |
| |
| For the eleven months ended April 30, 2024. The Fund changed its fiscal year end from May 31 to April 30, effective April 30, 2024. |
| Calculated based upon average shares outstanding |
| Returns include adjustments required by U.S. GAAP and may differ from net asset values and performance reported elsewhere. Returns for periods of less than one year are not annualized. |
| Portfolio turnover rate is calculated by multiplying the affiliated Master Portfolio’s percentage of the Fund’s total investment in securities at the end of the period by the affiliated Master Portfolio’s portfolio turnover rate. |
The accompanying notes are an integral part of these financial statements.
Allspring Real Return Fund | 9
(For a share outstanding throughout each period)
| Six months ended
October 31, 2024
(unaudited) | | |
| | | | | |
Net asset value, beginning of period | | | | | | | |
| | | | | | | |
Net realized and unrealized gains (losses) on investments | | | | | | | |
Total from investment operations | | | | | | | |
Distributions to shareholders from | | | | | | | |
| | | | | | | |
| | | | | | | |
Total distributions to shareholders | | | | | | | |
Net asset value, end of period | | | | | | | |
| | | | | | | |
Ratios to average net assets (annualized)* | | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Net assets, end of period (000s omitted) | | | | | | | |
| Ratios include net expenses allocated from the affiliated Master Portfolio which were as follows: |
Six months ended October 31, 2024 (unaudited) | |
Year ended April 30, 20241 | |
| |
| |
| |
| |
| |
| For the eleven months ended April 30, 2024. The Fund changed its fiscal year end from May 31 to April 30, effective April 30, 2024. |
| Calculated based upon average shares outstanding |
| Returns include adjustments required by U.S. GAAP and may differ from net asset values and performance reported elsewhere. Returns for periods of less than one year are not annualized. |
| Portfolio turnover rate is calculated by multiplying the affiliated Master Portfolio’s percentage of the Fund’s total investment in securities at the end of the period by the affiliated Master Portfolio’s portfolio turnover rate. |
The accompanying notes are an integral part of these financial statements.
10 | Allspring Real Return Fund
Notes to financial statements (unaudited)
Notes to financial statements
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 Real Return Fund (the “Fund”) which is a diversified series of the Trust.
The Fund is a feeder fund in a master-feeder structure that invests substantially all of its assets in a single master portfolio with a substantially identical investment objective and substantially similar investment strategies. The Fund invests in Allspring Real Return Portfolio, a separate diversified portfolio (the “affiliated Master Portfolio”) of Allspring Master Trust, a registered open-end management investment company. As of October 31, 2024, the Fund owned 34.29% of Allspring Real Return Portfolio. The affiliated Master Portfolio directly acquires portfolio securities and the Fund acquires an indirect interest in those securities. The Fund accounts for its investment in the affiliated Master Portfolio as a partnership investment and records on a daily basis its share of the affiliated Master Portfolio’s income, expense and realized and unrealized gains and losses. The financial statements of the affiliated Master Portfolio for the six months ended October 31, 2024 are included in this report and should be read in conjunction with the Fund’s financial statements.
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 (“GAAP”) 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.
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.
Investments in the affiliated Master Portfolio are valued daily based on the Fund’s proportionate share of the affiliated Master Portfolio’s net assets, which are also valued daily.
Investments which are not valued using the method discussed above are valued at their fair value, as determined in good faith by Allspring Funds Management, LLC (“Allspring Funds Management”), which was named the valuation designee by the Board of Trustees. As the valuation designee, Allspring Funds Management is responsible for day-to-day valuation activities for the Allspring Funds. In connection with these responsibilities, Allspring Funds Management has established a Valuation Committee 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. On a quarterly basis, the Board of Trustees receives reports of valuation actions taken by the Valuation Committee. On at least an annual basis, the Board of Trustees receives an assessment of the adequacy and effectiveness of Allspring Funds Management’s process for determining the fair value of the portfolio of investments.
Investment transactions, income and expenses
Investments in the affiliated Master Portfolio are recorded on a trade date basis. The Fund records daily its proportionate share of the affiliated Master Portfolio’s income, expenses and realized and unrealized gains or losses. The Fund also accrues its own expenses.
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. GAAP. 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.
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 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, as applicable, for all open tax years and does not believe that there are any uncertain tax positions that require recognition of a tax liability.
Allspring Real Return Fund | 11
Notes to financial statements (unaudited)
As of October 31, 2024, the aggregate cost of all investments for federal income tax purposes was $83,851,926 and the unrealized gains (losses) consisted of:
As of April 30, 2024, the Fund had capital loss carryforwards which consisted of $1,547,734 in short-term capital losses and $4,412,622 in long-term capital losses.
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
At October 31, 2024, the Fund’s investment in the affiliated Master Portfolio was measured at fair value using the net asset value per share (or its equivalent) as a practical expedient. The investment objective and fair value of the affiliated Master Portfolio is as follows:
Affiliated Master Portfolio | | Fair value of affiliated
Master Portfolio |
Allspring Real Return Portfolio | Seeks returns that exceed the rate of inflation over the long-term | |
The affiliated Master Portfolio does not have a redemption period notice, can be redeemed daily and does not have any unfunded commitments.
4.
TRANSACTIONS WITH AFFILIATES
Allspring Funds Management, a wholly owned subsidiary of Allspring Global Investments Holdings, LLC, a holding company indirectly owned by certain private funds of GTCR LLC and Reverence Capital Partners, L.P., is the manager 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 and providing fund-level administrative services in connection with the Fund’s operations. As long as the Fund continues to invest substantially all of its assets in a single affiliated Master Portfolio, the Fund pays, generally on a monthly basis, Allspring Funds Management an investment management fee only for fund-level administrative services at the following annual rate based on the Fund’s average daily net assets:
For the six months ended October 31, 2024, the management fee was equivalent to an annual rate of 0.05% of the Fund’s average daily net assets.
Allspring Funds Management also serves as the adviser to the affiliated Master Portfolio and is entitled to receive a fee from the affiliated Master Portfolio for those services.
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 and generally paid monthly, as follows:
| Class-level
administration fee |
| |
| |
| |
| |
| |
12 | Allspring Real Return Fund
Notes to financial statements (unaudited)
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 reimbursed 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. Net expenses from the affiliated Master Portfolio are included in the expense caps. Allspring Funds Management has contractually committed through August 31, 2025 to waive fees and/or reimburse expenses to the extent necessary to cap the Fund’s expenses. Prior to or after the commitment expiration date, the cap may be increased or the commitment to maintain the cap may be terminated only with the approval of the Board of Trustees. As of October 31, 2024, the contractual caps are as follows:
The Trust has adopted a distribution plan for Class C shares 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”), the principal underwriter, an affiliate of Allspring Funds Management, at an annual rate up to 0.75% of the average daily net assets of Class C shares. Such fees are generally paid on a monthly basis.
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 six months ended October 31, 2024, Allspring Funds Distributor received $2,674 from the sale of Class A shares. No contingent deferred sales charges were incurred by Class A and Class C shares for the six months ended October 31, 2024.
Shareholder servicing fees
The Trust has entered into contracts with one or more shareholder servicing agents, whereby Class A, Class C and Administrator Class are charged a fee at an annual rate up to 0.25% of the average daily net assets of each respective class and are generally paid on a monthly basis. A portion of these total shareholder servicing fees were paid to affiliates of the Fund.
5.
INVESTMENT PORTFOLIO TRANSACTIONS
The Fund seeks to achieve its investment objective by investing substantially all of its assets in a single affiliated Master Portfolio. Purchases and sales have been calculated by multiplying the Fund’s ownership percentage of the affiliated Master Portfolio at the end of the period by the affiliated Master Portfolio’s purchases and sales. Purchases and sales of investments, excluding short-term securities, for the six months ended October 31, 2024 were as follows:
The Trust (excluding the money market funds), Allspring Master Trust and Allspring Variable Trust are parties to a $275,000,000 (prior to July 9, 2024: $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 or the overnight bank funding rate in effect on that day plus a spread. In addition, an annual commitment fee based on the unused balance is allocated to each participating fund.
For the six months ended October 31, 2024, there were no borrowings by the Fund under the agreement.
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
Allspring Real Return Fund | 13
Notes to financial statements (unaudited)
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.
14 | Allspring Real Return Fund
Consolidated portfolio of investments—October 31, 2024 (unaudited)
Consolidated portfolio of investments
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Communication services: 1.36% | | | | | | |
| | | | | | |
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| | | | | | |
| | | | | | |
| | | | | | |
Interactive media & services: 0.89% | | | | | | |
| | | | | | |
| | | | | | |
Meta Platforms, Inc. Class A | | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
Wireless telecommunication services: 0.07% | | | | | | |
| | | | | | |
Consumer discretionary: 2.15% | | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
Hotels, restaurants & leisure: 0.55% | | | | | | |
| | | | | | |
Chipotle Mexican Grill, Inc. Class A† | | | | | | |
| | | | | | |
Marriott International, Inc. Class A | | | | | | |
Royal Caribbean Cruises Ltd. | | | | | | |
Texas Roadhouse, Inc. Class A | | | | | | |
| | | | | | |
| | | | | | |
Household durables: 0.19% | | | | | | |
| | | | | | |
The accompanying notes are an integral part of these consolidated financial statements.
Allspring Real Return Portfolio | 15
Consolidated portfolio of investments—October 31, 2024 (unaudited)
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O’Reilly Automotive, Inc.† | | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
Consumer staples distribution & retail: 0.20% | | | | | | |
| | | | | | |
U.S. Foods Holding Corp.† | | | | | | |
| | | | | | |
| | | | | | |
Archer-Daniels-Midland Co. | | | | | | |
Household products: 0.26% | | | | | | |
Church & Dwight Co., Inc. | | | | | | |
| | | | | | |
Reynolds Consumer Products, Inc. | | | | | | |
| | | | | | |
Personal care products: 0.06% | | | | | | |
| | | | | | |
Estee Lauder Cos., Inc. Class A | | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
Philip Morris International, Inc. | | | | | | |
| | | | | | |
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Energy equipment & services: 0.38% | | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
Weatherford International PLC | | | | | | |
| | | | | | |
Oil, gas & consumable fuels: 1.52% | | | | | | |
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| | | | | | |
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The accompanying notes are an integral part of these consolidated financial statements.
16 | Allspring Real Return Portfolio
Consolidated portfolio of investments—October 31, 2024 (unaudited)
| | | | | |
Oil, gas & consumable fuels(continued) | | | | | | |
| | | | | | |
Occidental Petroleum Corp. | | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
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| | | | | | |
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First Citizens BancShares, Inc. Class A | | | | | | |
NU Holdings Ltd. Class A† | | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
Goldman Sachs Group, Inc. | | | | | | |
Interactive Brokers Group, Inc. Class A | | | | | | |
Jefferies Financial Group, Inc. | | | | | | |
| | | | | | |
Tradeweb Markets, Inc. Class A | | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
Capital One Financial Corp. | | | | | | |
| | | | | | |
Financial services: 0.67% | | | | | | |
Apollo Global Management, Inc. | | | | | | |
Berkshire Hathaway, Inc. Class B† | | | | | | |
| | | | | | |
| | | | | | |
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| | | | | | |
Hartford Financial Services Group, Inc. | | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
The accompanying notes are an integral part of these consolidated financial statements.
Allspring Real Return Portfolio | 17
Consolidated portfolio of investments—October 31, 2024 (unaudited)
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| | | | | | |
| | | | | | |
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Mortgage real estate investment trusts (REITs): 0.10% | | | | | | |
Annaly Capital Management, Inc. | | | | | | |
| | | | | | |
| | | | | | |
United Therapeutics Corp.† | | | | | | |
Health care equipment & supplies: 0.39% | | | | | | |
| | | | | | |
Intuitive Surgical, Inc.† | | | | | | |
| | | | | | |
Zimmer Biomet Holdings, Inc. | | | | | | |
| | | | | | |
Health care providers & services: 0.52% | | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
Universal Health Services, Inc. Class B | | | | | | |
| | | | | | |
Life sciences tools & services: 0.17% | | | | | | |
Charles River Laboratories International, Inc.† | | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
Intra-Cellular Therapies, Inc.† | | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
Aerospace & defense: 0.96% | | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
L3Harris Technologies, Inc. | | | | | | |
| | | | | | |
The accompanying notes are an integral part of these consolidated financial statements.
18 | Allspring Real Return Portfolio
Consolidated portfolio of investments—October 31, 2024 (unaudited)
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Aerospace & defense(continued) | | | | | | |
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| | | | | | |
Commercial services & supplies: 0.30% | | | | | | |
Republic Services, Inc. Class A | | | | | | |
| | | | | | |
| | | | | | |
Construction & engineering: 0.52% | | | | | | |
| | | | | | |
Comfort Systems USA, Inc. | | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
Electrical equipment: 0.18% | | | | | | |
| | | | | | |
Vertiv Holdings Co. Class A | | | | | | |
| | | | | | |
Ground transportation: 0.17% | | | | | | |
| | | | | | |
Industrial conglomerates: 0.26% | | | | | | |
| | | | | | |
Honeywell International, Inc. | | | | | | |
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Allison Transmission Holdings, Inc. | | | | | | |
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| | | | | | |
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Westinghouse Air Brake Technologies Corp. | | | | | | |
| | | | | | |
Passenger airlines: 0.14% | | | | | | |
United Airlines Holdings, Inc.† | | | | | | |
Professional services: 0.15% | | | | | | |
| | | | | | |
The accompanying notes are an integral part of these consolidated financial statements.
Allspring Real Return Portfolio | 19
Consolidated portfolio of investments—October 31, 2024 (unaudited)
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Trading companies & distributors: 0.20% | | | | | | |
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Information technology: 5.26% | | | | | | |
Communications equipment: 0.33% | | | | | | |
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Electronic equipment, instruments & components: 0.09% | | | | | | |
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Semiconductors & semiconductor equipment: 1.91% | | | | | | |
Advanced Micro Devices, Inc.† | | | | | | |
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Monolithic Power Systems, Inc. | | | | | | |
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Cadence Design Systems, Inc.† | | | | | | |
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Technology hardware, storage & peripherals: 0.93% | | | | | | |
| | | | | | |
Dell Technologies, Inc. Class C | | | | | | |
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The accompanying notes are an integral part of these consolidated financial statements.
20 | Allspring Real Return Portfolio
Consolidated portfolio of investments—October 31, 2024 (unaudited)
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LyondellBasell Industries NV Class A | | | | | | |
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Construction materials: 0.17% | | | | | | |
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Containers & packaging: 0.11% | | | | | | |
Graphic Packaging Holding Co. | | | | | | |
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Agnico Eagle Mines Ltd. New York Stock Exchange | | | | | | |
Alamos Gold, Inc. Class A | | | | | | |
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Dundee Precious Metals, Inc. | | | | | | |
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Northern Star Resources Ltd. | | | | | | |
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Osisko Gold Royalties Ltd. | | | | | | |
Pan American Silver Corp. | | | | | | |
Pan American Silver Corp.-U.S. Exchange Traded Shares | | | | | | |
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SilverCrest Metals, Inc.† | | | | | | |
| | | | | | |
Torex Gold Resources, Inc.† | | | | | | |
The accompanying notes are an integral part of these consolidated financial statements.
Allspring Real Return Portfolio | 21
Consolidated portfolio of investments—October 31, 2024 (unaudited)
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Metals & mining(continued) | | | | | | |
Triple Flag Precious Metals Corp. | | | | | | |
Wheaton Precious Metals Corp. | | | | | | |
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Alexandria Real Estate Equities, Inc. | | | | | | |
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First Industrial Realty Trust, Inc. | | | | | | |
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Real estate management & development: 0.19% | | | | | | |
CBRE Group, Inc. Class A† | | | | | | |
Residential REITs : 1.15% | | | | | | |
American Homes 4 Rent Class A | | | | | | |
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Independence Realty Trust, Inc. | | | | | | |
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Mid-America Apartment Communities, Inc. | | | | | | |
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Federal Realty Investment Trust | | | | | | |
Simon Property Group, Inc. | | | | | | |
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Specialized REITs : 2.94% | | | | | | |
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Extra Space Storage, Inc. | | | | | | |
Four Corners Property Trust, Inc. | | | | | | |
Gaming & Leisure Properties, Inc. | | | | | | |
| | | | | | |
SBA Communications Corp. Class A | | | | | | |
The accompanying notes are an integral part of these consolidated financial statements.
22 | Allspring Real Return Portfolio
Consolidated portfolio of investments—October 31, 2024 (unaudited)
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Specialized REITs (continued) | | | | | | |
VICI Properties, Inc. Class A | | | | | | |
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Electric utilities: 0.23% | | | | | | |
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American Water Works Co., Inc. | | | | | | |
Total common stocks (Cost $61,285,942) | | | | | | |
| | | | | |
Corporate bonds and notes: 6.61% | | | | | | |
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Cleveland-Cliffs, Inc.144A | | | | | | |
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Kaiser Aluminum Corp.144A | | | | | | |
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Clear Channel Outdoor Holdings, Inc.144A | | | | | | |
Outfront Media Capital LLC/Outfront Media Capital Corp.144A | | | | | | |
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CCO Holdings LLC/CCO Holdings Capital Corp.144A | | | | | | |
| | | | | | |
Paramount Global (3 Month LIBOR+3.90%)± | | | | | | |
Sirius XM Radio, Inc.144A | | | | | | |
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Telecommunications: 0.02% | | | | | | |
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Consumer, cyclical: 2.02% | | | | | | |
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American Airlines, Inc.144A | | | | | | |
The accompanying notes are an integral part of these consolidated financial statements.
Allspring Real Return Portfolio | 23
Consolidated portfolio of investments—October 31, 2024 (unaudited)
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American Airlines, Inc./AAdvantage Loyalty IP Ltd.144A | | | | | | |
Hawaiian Airlines Pass-Through Certificates Series 2013-1 Class 1A | | | | | | |
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Michael Kors USA, Inc.144A | | | | | | |
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Auto manufacturers: 0.08% | | | | | | |
Ford Motor Credit Co. LLC | | | | | | |
Auto parts & equipment: 0.15% | | | | | | |
Adient Global Holdings Ltd.144A | | | | | | |
American Axle & Manufacturing, Inc. | | | | | | |
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Churchill Downs, Inc.144A | | | | | | |
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Live Nation Entertainment, Inc.144A | | | | | | |
Six Flags Entertainment Corp.144A | | | | | | |
Six Flags Theme Parks, Inc.144A | | | | | | |
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Taylor Morrison Communities, Inc.144A | | | | | | |
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| | | | | | |
Bath & Body Works, Inc.144A | | | | | | |
| | | | | | |
Group 1 Automotive, Inc.144A | | | | | | |
Macy’s Retail Holdings LLC144A | | | | | | |
PetSmart, Inc./PetSmart Finance Corp.144A | | | | | | |
Raising Cane’s Restaurants LLC144A | | | | | | |
The accompanying notes are an integral part of these consolidated financial statements.
24 | Allspring Real Return Portfolio
Consolidated portfolio of investments—October 31, 2024 (unaudited)
| | | | | |
| | | | | | |
Victra Holdings LLC/Victra Finance Corp.144A | | | | | | |
Walgreens Boots Alliance, Inc. | | | | | | |
| | | | | | |
Consumer, non-cyclical: 0.46% | | | | | | |
Commercial services: 0.31% | | | | | | |
Allied Universal Holdco LLC/Allied Universal Finance Corp./Atlas Luxco 4 SARL144A | | | | | | |
| | | | | | |
| | | | | | |
Prime Security Services Borrower LLC/Prime Finance, Inc.144A | | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
Healthcare-services: 0.03% | | | | | | |
Catalent Pharma Solutions, Inc.144A | | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
Energy-alternate sources: 0.05% | | | | | | |
TerraForm Power Operating LLC144A | | | | | | |
| | | | | | |
Aethon United BR LP/Aethon United Finance Corp.144A | | | | | | |
Antero Resources Corp.144A | | | | | | |
Civitas Resources, Inc.144A | | | | | | |
Encino Acquisition Partners Holdings LLC144A | | | | | | |
Hilcorp Energy I LP/Hilcorp Finance Co.144A | | | | | | |
Kraken Oil & Gas Partners LLC144A | | | | | | |
Nabors Industries, Inc.144A | | | | | | |
| | | | | | |
Oil & gas services: 0.31% | | | | | | |
Archrock Partners LP/Archrock Partners Finance Corp.144A | | | | | | |
| | | | | | |
Oceaneering International, Inc. | | | | | | |
USA Compression Partners LP/USA Compression Finance Corp. | | | | | | |
USA Compression Partners LP/USA Compression Finance Corp.144A | | | | | | |
| | | | | | |
| | | | | | |
Antero Midstream Partners LP/Antero Midstream Finance Corp.144A | | | | | | |
The accompanying notes are an integral part of these consolidated financial statements.
Allspring Real Return Portfolio | 25
Consolidated portfolio of investments—October 31, 2024 (unaudited)
| | | | | |
| | | | | | |
| | | | | | |
Harvest Midstream I LP144A | | | | | | |
Hess Midstream Operations LP144A | | | | | | |
| | | | | | |
Tallgrass Energy Partners LP/Tallgrass Energy Finance Corp.144A | | | | | | |
Venture Global LNG, Inc.144A | | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
Citigroup, Inc. Series X (5 Year Treasury Constant Maturity+3.42%)ʊ± | | | | | | |
Diversified financial services: 0.43% | | | | | | |
Aircastle Ltd. Series A (5 Year Treasury Constant Maturity+4.41%)144Aʊ± | | | | | | |
Encore Capital Group, Inc.144A | | | | | | |
Nationstar Mortgage Holdings, Inc.144A | | | | | | |
Nationstar Mortgage Holdings, Inc.144A | | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
United Wholesale Mortgage LLC144A | | | | | | |
| | | | | | |
| | | | | | |
Alliant Holdings Intermediate LLC/Alliant Holdings Co-Issuer144A | | | | | | |
| | | | | | |
| | | | | | |
Investment Companies: 0.05% | | | | | | |
Icahn Enterprises LP/Icahn Enterprises Finance Corp. | | | | | | |
| | | | | | |
Brandywine Operating Partnership LP | | | | | | |
| | | | | | |
Ladder Capital Finance Holdings LLLP/Ladder Capital Finance Corp.144A | | | | | | |
| | | | | | |
Service Properties Trust144A | | | | | | |
Starwood Property Trust, Inc.144A | | | | | | |
Starwood Property Trust, Inc.144A | | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
Spirit AeroSystems, Inc.144A | | | | | | |
The accompanying notes are an integral part of these consolidated financial statements.
26 | Allspring Real Return Portfolio
Consolidated portfolio of investments—October 31, 2024 (unaudited)
| | | | | |
Aerospace/defense(continued) | | | | | | |
Spirit AeroSystems, Inc.144A | | | | | | |
| | | | | | |
| | | | | | |
Electrical components & equipment: 0.14% | | | | | | |
Energizer Holdings, Inc.144A | | | | | | |
Energizer Holdings, Inc.144A | | | | | | |
WESCO Distribution, Inc.144A | | | | | | |
| | | | | | |
Machinery-diversified: 0.10% | | | | | | |
Chart Industries, Inc.144A | | | | | | |
TK Elevator U.S. Newco, Inc.144A | | | | | | |
| | | | | | |
Packaging & containers: 0.22% | | | | | | |
Ardagh Metal Packaging Finance USA LLC/Ardagh Metal Packaging Finance PLC144A | | | | | | |
| | | | | | |
| | | | | | |
Clydesdale Acquisition Holdings, Inc.144A | | | | | | |
Owens-Brockway Glass Container, Inc.144A | | | | | | |
| | | | | | |
Trucking & leasing: 0.14% | | | | | | |
Fortress Transportation & Infrastructure Investors LLC144A | | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
Rocket Software, Inc.144A | | | | | | |
| | | | | | |
| | | | | | |
NextEra Energy Operating Partners LP144A | | | | | | |
Pattern Energy Operations LP/Pattern Energy Operations, Inc.144A | | | | | | |
| | | | | | |
| | | | | | |
Total corporate bonds and notes (Cost $16,291,680) | | | | | | |
| | | | | |
Investment companies: 3.34% | | | | | | |
Exchange-traded funds: 3.34% | | | | | | |
iShares J.P. Morgan USD Emerging Markets Bond ETF | | | | | | |
Total investment companies (Cost $8,498,757) | | | | | | |
The accompanying notes are an integral part of these consolidated financial statements.
Allspring Real Return Portfolio | 27
Consolidated portfolio of investments—October 31, 2024 (unaudited)
| | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
DirecTV Financing LLC (U.S. SOFR 3 Month+5.00%)± | | | | | | |
Consumer, cyclical: 0.12% | | | | | | |
| | | | | | |
SkyMiles IP Ltd. (U.S. SOFR 3 Month+3.75%)± | | | | | | |
Auto parts & equipment: 0.05% | | | | | | |
First Brands Group LLC (U.S. SOFR 3 Month+5.00%)± | | | | | | |
| | | | | | |
Petco Health & Wellness Co., Inc. (U.S. SOFR 3 Month+3.25%)± | | | | | | |
Consumer, non-cyclical: 0.04% | | | | | | |
Healthcare-services: 0.04% | | | | | | |
Modivcare, Inc. (U.S. SOFR 3 Month+4.68%)± | | | | | | |
| | | | | | |
| | | | | | |
Asurion LLC (U.S. SOFR 1 Month+3.25%)± | | | | | | |
| | | | | | |
| | | | | | |
Constellation Renewables LLC (U.S. SOFR 3 Month+2.25%)± | | | | | | |
Total loans (Cost $603,372) | | | | | | |
U.S. Treasury securities: 19.70% | | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
The accompanying notes are an integral part of these consolidated financial statements.
28 | Allspring Real Return Portfolio
Consolidated portfolio of investments—October 31, 2024 (unaudited)
| | | | | |
U.S. Treasury securities(continued) | | | | | | |
| | | | | | |
| | | | | | |
Total U.S. Treasury securities (Cost $52,967,448) | | | | | | |
Yankee corporate bonds and notes: 0.84% | | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
Consumer, cyclical: 0.39% | | | | | | |
| | | | | | |
Air Canada Pass-Through Trust Series 2020-1 Class C144A | | | | | | |
| | | | | | |
Royal Caribbean Cruises Ltd.144A | | | | | | |
| | | | | | |
| | | | | | |
Intesa Sanpaolo SpA (5 Year USD Swap Rate+5.46%)144Aʊ± | | | | | | |
Diversified financial services: 0.01% | | | | | | |
Macquarie Airfinance Holdings Ltd.144A | | | | | | |
| | | | | | |
| | | | | | |
Sensata Technologies BV144A | | | | | | |
Packaging & containers: 0.09% | | | | | | |
Trivium Packaging Finance BV144A | | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
Algonquin Power & Utilities Corp. (5 Year Treasury Constant Maturity+3.25%)± | | | | | | |
Emera, Inc. Series 16-A (3 Month LIBOR+5.44%)± | | | | | | |
| | | | | | |
Total yankee corporate bonds and notes (Cost $2,050,300) | | | | | | |
The accompanying notes are an integral part of these consolidated financial statements.
Allspring Real Return Portfolio | 29
Consolidated portfolio of investments—October 31, 2024 (unaudited)
| | | | | |
Short-term investments: 33.92% | | | | | | |
Investment companies: 33.92% | | | | | | |
Allspring Government Money Market Fund Select Class♠∞* | | | | | | |
Total short-term investments (Cost $84,869,125) | | | | | | |
Total investments in securities (Cost $226,566,624) | | | | | | |
Other assets and liabilities, net | | | | | | |
| | | | | | |
| Non-income-earning security |
| 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. |
| Variable rate investment. The rate shown is the rate in effect at period end. |
| Security is perpetual in nature and has no stated maturity date. The date shown reflects the next call date. |
| The issuer of the security is an affiliated person of the Portfolio as defined in the Investment Company Act of 1940. |
| The rate represents the 7-day annualized yield at period end. |
| A portion of the holding represents an investment held in Real Return Special Investments (Cayman) Ltd, the consolidated entity. |
|
| American depositary receipt |
| London Interbank Offered Rate |
| Real estate investment trust |
| Secured Overnight Financing Rate |
| Treasury Inflation-Protected Securities |
Investments in affiliates
An affiliated investment is an investment in which the Portfolio owns at least 5% of the outstanding voting shares of the issuer or as a result of other relationships, such as the Portfolio and the issuer having the same adviser or investment manager. Transactions with issuers that were affiliates of the Portfolio at the end of the period were as follows:
| | | | | Net
change in
unrealized
gains
(losses) | | | Income
from
affiliated
securities |
| | | | | | | | |
Allspring Government Money Market Fund Select Class | | | | | | | | |
Forward foreign currency contracts
The accompanying notes are an integral part of these consolidated financial statements.
30 | Allspring Real Return Portfolio
Consolidated portfolio of investments—October 31, 2024 (unaudited)
Forward foreign currency contracts (continued)
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
Light Sweet Crude Oil Futures** | | | | | | |
| | | | | | |
Reformulated Gasoline Blendstock for Oxygen Blending Futures** | | | | | | |
10-Year Euro BUND Futures | | | | | | |
| | | | | | |
Number 2 Cotton Futures** | | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
LME Primary Aluminum Futures** | | | | | | |
| | | | | | |
| | | | | | |
10-Year U.S. Treasury Notes | | | | | | |
S&P ASX Share Price Index 200 | | | | | | |
The accompanying notes are an integral part of these consolidated financial statements.
Allspring Real Return Portfolio | 31
Consolidated portfolio of investments—October 31, 2024 (unaudited)
Futures contracts (continued)
| | | | | | |
| | | | | | |
| | | | | | |
Ultra 10-Year U.S. Treasury Notes | | | | | | |
| | | | | | |
| | | | | | |
E-Mini Russell 2000 Index | | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
MSCI Emerging Markets Index | | | | | | |
| | | | | | |
Henry Hub Natural Gas Futures** | | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
Brent Crude Oil Futures** | | | | | | |
30-Year Euro BUXL Futures | | | | | | |
| | | | | | |
| | | | | | |
Hard Red Winter Wheat Futures** | | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
LME Primary Aluminum Futures** | | | | | | |
| | | | | | |
New Zealand Dollar Futures | | | | | | |
| | | | | | |
| | | | | | |
10-Year U.S. Treasury Notes | | | | | | |
Ultra Long Term U.S. Treasury Bond | | | | | | |
| | | | | | |
| | | | | | |
Number 11 World Sugar Futures** | | | | | | |
| | | | | | |
| Represents an investment held in Real Return Special Investments (Cayman) Ltd, the consolidated entity. |
The accompanying notes are an integral part of these consolidated financial statements.
32 | Allspring Real Return Portfolio
Consolidated statement of assets and liabilities—October 31, 2024 (unaudited)
Consolidated financial statements
Consolidated statement of assets and liabilities
| |
Investments in unaffiliated securities, at value (cost $141,697,499) | |
Investments in affiliated securities, at value (cost $84,869,125) | |
| |
Cash at broker segregated for futures contracts | |
Foreign currency, at value (cost $29,881) | |
Receivable for dividends and interest | |
Unrealized gains on forward foreign currency contracts | |
Receivable for daily variation margin on open futures contracts | |
Receivable for investments sold | |
Prepaid expenses and other assets | |
| |
| |
Payable for daily variation margin on open futures contracts | |
Unrealized losses on forward foreign currency contracts | |
| |
Payable for investments purchased | |
Trustees’ fees and expenses payable | |
Accrued expenses and other liabilities | |
| |
| |
The accompanying notes are an integral part of these consolidated financial statements.
Allspring Real Return Portfolio | 33
Consolidated Statement of operations (unaudited)
Consolidated statement of operations
| |
Income from affiliated securities | |
| |
Dividends (net of foreign withholdings taxes of $4,122) | |
| |
| |
| |
Custody and accounting fees | |
| |
Interest holder report expenses | |
Trustees’ fees and expenses | |
| |
| |
Less: Fee waivers and/or expense reimbursements | |
| |
| |
Realized and unrealized gains (losses) on investments | |
Net realized gains (losses) on | |
| |
Foreign currency and foreign currency translations | |
Forward foreign currency contracts | |
| |
Net realized gains on investments | |
Net change in unrealized gains (losses) on | |
| |
Foreign currency and foreign currency translations | |
Forward foreign currency contracts | |
| |
Net change in unrealized gains (losses) on investments | |
Net realized and unrealized gains (losses) on investments | |
Net increase in net assets resulting from operations | |
The accompanying notes are an integral part of these consolidated financial statements.
34 | Allspring Real Return Portfolio
Consolidated statement of changes in net assets
Consolidated statement of changes in net assets
| Six months ended
October 31, 2024
(unaudited) | | |
| | | | | | |
| | | | | | |
Net realized gains (losses) on investments | | | | | | |
Net change in unrealized gains (losses) on investments | | | | | | |
Net increase (decrease) in net assets resulting from operations | | | | | | |
| | | | | | |
Transactions in investors’ beneficial interests | | | | | | |
| | | | | | |
| | | | | | |
Net increase (decrease) in net assets resulting from capital share transactions | | | | | | |
Total increase (decrease) in net assets | | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
1 For the eleven months ended April 30, 2024. The Portfolio changed its fiscal year end from May 31 to April 30, effective April 30, 2024.
The accompanying notes are an integral part of these consolidated financial statements.
Allspring Real Return Portfolio | 35
Consolidated financial highlights
Consolidated financial highlights
| Six months ended
October 31, 2024
(unaudited) | | |
| | | | | |
| | | | | | | |
Ratios to average net assets (annualized) | | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| For the eleven months ended April 30, 2024. The Portfolio changed its fiscal year end from May 31 to April 30, effective April 30, 2024. |
| Total return calculations do not include any sales charges. Returns include adjustments required by U.S. GAAP and may differ from net asset values and performance reported elsewhere. Returns for periods of less than one year are not annualized. |
| Net expense ratios reflect voluntary waivers, if any. |
The accompanying notes are an integral part of these consolidated financial statements.
36 | Allspring Real Return Portfolio
Notes to consolidated financial statements (unaudited)
Notes to consolidated financial statements
Allspring Master 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 consolidated financial statements report on the Allspring Real Return Portfolio (the “Portfolio”) which is a diversified series of the Trust.
Interests in the Portfolio are available solely through private placement transactions that do not involve any “public offering” within the meaning of Section 4(a)(2) of the Securities Act of 1933.
2.
INVESTMENT IN SUBSIDIARY
The Portfolio invests in direct or indirect investments in various derivatives, including commodity-linked derivatives, through Real Return Special Investments (Cayman) Ltd (the “Subsidiary”), a wholly owned subsidiary incorporated on June 27, 2023 under the laws of the Cayman Islands as an exempted segregated portfolio company with limited liability. As of October 31, 2024, the Subsidiary had $31,638,080 of investments in affiliates and cash at broker segregated for futures contacts representing 99.87% of its net assets. As of October 31, 2024, the Portfolio held $31,679,009 in the Subsidiary, representing 14.50% of the Portfolio’s net assets prior to consolidation.
The consolidated financial statements of the Portfolio include the financial results of the Subsidiary. The Consolidated Portfolio of Investments includes positions of the Portfolio and the Subsidiary and the consolidated financial statements include the accounts of the Portfolio and the Subsidiary. Accordingly, all interfund balances and transactions between the Portfolio and the Subsidiary have been eliminated in consolidation.
3.
SIGNIFICANT ACCOUNTING POLICIES
The following significant accounting policies, which are consistently followed in the preparation of the consolidated financial statements of the Portfolio, are in conformity with U.S. generally accepted accounting principles (“GAAP”) 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 consolidated financial statements, and the reported amounts of income and expenses during the reporting period. Actual results could differ from those estimates.
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 Portfolio may deviate from this calculation time under unusual or unexpected circumstances.
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.
Equity securities, exchange-traded funds and futures contracts 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.
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 Valuation 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 implemented by Allspring Funds Management 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, 2024, such fair value pricing was used in pricing certain foreign securities.
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 Valuation Committee at Allspring Funds Management.
Investments in registered open-end investment companies (other than those listed on a foreign or domestic exchange or market) are valued at net asset value.
Investments which are not valued using the methods discussed above are valued at their fair value, as determined in good faith by Allspring Funds Management, which was named the valuation designee by the Board of Trustees. As the valuation designee, Allspring Funds Management is responsible for day-to-day valuation activities for the Allspring Funds. In connection with these responsibilities, Allspring Funds Management has established a Valuation Committee 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. On a quarterly basis, the Board of Trustees receives reports
Allspring Real Return Portfolio | 37
Notes to consolidated financial statements (unaudited)
of valuation actions taken by the Valuation Committee. On at least an annual basis, the Board of Trustees receives an assessment of the adequacy and effectiveness of Allspring Funds Management’s process for determining the fair value of the portfolio of investments.
Foreign currency translation
The accounting records of the Portfolio 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 Valuation 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.
The Portfolio may purchase securities on a forward commitment or when-issued basis. The Portfolio records a when-issued transaction on the trade date and will segregate assets in an amount at least equal in value to the Portfolio’s commitment to purchase when-issued securities. Securities purchased on a when-issued basis are marked-to-market daily and the Portfolio begins earning interest on the settlement date. Losses may arise due to changes in the market value of the underlying securities or if the counterparty does not perform under the contract.
The Portfolio may invest in direct debt instruments which are interests in amounts owed to lenders by corporate or other borrowers. The loans pay interest at rates which are periodically reset by reference to a base lending rate plus a spread. Investments in loans may be in the form of participations in loans or assignments of all or a portion of loans from third parties. When the Portfolio purchases participations, it generally has no rights to enforce compliance with the terms of the loan agreement with the borrower. As a result, the Portfolio assumes the credit risk of both the borrower and the lender that is selling the participation. When the Portfolio purchases assignments from lenders, it acquires direct rights against the borrower on the loan and may enforce compliance by the borrower with the terms of the loan agreement. Loans may include fully funded term loans or unfunded loan commitments, which are contractual obligations for future funding. Unfunded loan commitments represent the remaining obligation of the Portfolio to the borrower. At any point in time, up to the maturity date of the issue, the borrower may demand the unfunded portion. Unfunded amounts, if any, are marked to market and any unrealized gains or losses are recorded in the Consolidated Statement of Assets and Liabilities.
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 Portfolio enters into forward foreign currency contracts to facilitate transactions in foreign-denominated securities and to attempt to minimize the risk to the Portfolio 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 Portfolio 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 Portfolio’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 Portfolio and the counterparty.
Futures contracts are agreements between the Portfolio and a counterparty to buy or sell a specific amount of a commodity, financial instrument or currency at a specified price and on a specified date. The Portfolio may buy and sell futures contracts in order to gain exposure to, or protect against, changes in interest rates, security values, commodity prices, foreign exchange rates and is subject to interest rate risk, equity price risk, commodity price risk, foreign currency risk. The primary risks associated with the use of futures contracts are the imperfect correlation between changes in market values of securities held by the Portfolio and the prices of futures contracts, and the possibility of an illiquid market. Futures contracts are generally entered into on a regulated futures exchange and cleared through a clearinghouse associated with the exchange. With futures contracts, there is minimal counterparty risk to the Portfolio since futures contracts are exchange-traded and the exchange’s clearinghouse, as the counterparty to all exchange-traded futures, guarantees the futures contracts against default.
Upon entering into a futures contract, the Portfolio is required to deposit either cash or securities (initial margin) with the broker in an amount equal to a certain percentage of the contract value. Subsequent payments (variation margin) are paid to or received from the broker each day equal to the daily changes in the contract value. Such payments are recorded as unrealized gains or losses and, if any, shown as variation margin receivable (payable) in the Consolidated Statement of Assets and Liabilities. Should the Portfolio fail to make requested variation margin payments, the broker can gain access to the initial margin to satisfy the Portfolio’s payment obligations. When the contracts are closed, a realized gain or loss is recorded in the Consolidated Statement of Operations.
38 | Allspring Real Return Portfolio
Notes to consolidated financial statements (unaudited)
Inflation-indexed bonds and TIPS
The Portfolio may invest in inflation-indexed bonds, including Treasury inflation-protected securities (TIPS). Inflation-indexed bonds are fixed income securities whose principal value is periodically adjusted according to the rate of inflation. If the index measuring inflation falls, the principal value of inflation-indexed bonds (other than municipal inflation-indexed bonds and certain corporate inflation-indexed bonds) will be adjusted downward, and consequently the interest payable on these securities (calculated with respect to a smaller principal amount) will be reduced. Repayment of the original bond principal upon maturity (as adjusted for inflation) is guaranteed in the case of U.S. Treasury inflation-indexed bonds. For bonds that do not provide a similar guarantee, the adjusted principal value of the bond repaid at maturity may be less than the original principal. The value of inflation-indexed bonds is expected to change in response to changes in real interest rates. Real interest rates are tied to the relationship between nominal interest rates and the rate of inflation. If nominal interest rates increase at a faster rate than inflation, real interest rates may rise, leading to a decrease in value of inflation-indexed bonds. Inflation-indexed bonds, including TIPS, decline in value when real interest rates rise. In certain interest rate environments, such as when real interest rates are rising faster than nominal interest rates, inflation-indexed bonds may experience greater losses than other fixed income securities with similar durations.
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.
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. Paydown gains and losses are included in interest income.
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 earned on cash balances held at the custodian is recorded as interest income.
Dividend income is recorded net of foreign taxes withheld where recovery of such taxes is not assured.
Distributions received from REIT investments may be characterized as ordinary income, capital gains, or a return of capital to the Portfolio based on information provided by the REIT. The proper characterization of REIT distributions is generally not known until after the end of each calendar year. As such, estimates may be used in reporting the character of income and distributions for financial statement purposes.
The Portfolio is not required to pay federal income taxes on its net investment income and net capital gains as it is treated as a partnership for federal income tax purposes. All income, gains and losses of the Portfolio are deemed to have been “passed through” to the interest holders in proportion to their holdings of the Portfolio regardless of whether income and gains have been distributed by the Portfolio.
The Subsidiary is classified as a controlled foreign corporation under Subchapter N of the Internal Revenue Code. Therefore, the Portfolio is required to increase its taxable income by its share of the Subsidiary’s income. Net investment losses of the Subsidiary cannot be deducted by the Portfolio in the current period nor carried forward to offset taxable income in future periods.
The Portfolio’s income tax returns and all financial records supporting those returns for the prior three fiscal years are subject to examination by the federal revenue authority. Management has analyzed the Portfolio’s tax positions taken on federal, state, and foreign tax returns, as applicable, 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, 2024, the aggregate cost of all investments for federal income tax purposes was $228,987,048 and the unrealized gains (losses) consisted of:
Allspring Real Return Portfolio | 39
Notes to consolidated financial statements (unaudited)
4.
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 Portfolio’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 Portfolio’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 Portfolio’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 Portfolio’s assets and liabilities as of October 31, 2024:
| | Other significant
observable inputs
(Level 2) | Significant
unobservable inputs
(Level 3) | |
| | | | |
| | | | |
| | | | |
| | | | |
| | | | |
| | | | |
| | | | |
| | | | |
| | | | |
| | | | |
| | | | |
| | | | |
| | | | |
| | | | |
Corporate bonds and notes | | | | |
| | | | |
| | | | |
| | | | |
Yankee corporate bonds and notes | | | | |
| | | | |
| | | | |
| | | | |
Forward foreign currency contracts | | | | |
| | | | |
| | | | |
|
Forward foreign currency contracts | | | | |
| | | | |
| | | | |
Futures contracts and forward foreign currency contracts are reported at their cumulative unrealized gains (losses) at measurement date as reported in the tables following the Consolidated Portfolio of Investments. For futures contracts, the current day’s variation margin is reported on the Consolidated Statement of Assets and Liabilities. All other assets and liabilities are reported at their market value at measurement date.
Additional sector, industry or geographic detail, if any, is included in the Consolidated Portfolio of Investments.
At October 31, 2024, the Portfolio did not have any transfers into/out of Level 3.
40 | Allspring Real Return Portfolio
Notes to consolidated financial statements (unaudited)
5.
TRANSACTIONS WITH AFFILIATES
The Trust has entered into an advisory contract with Allspring Funds Management, a wholly owned subsidiary of Allspring Global Investments Holdings, LLC, a holding company indirectly owned by certain private funds of GTCR LLC and Reverence Capital Partners, L.P. The adviser is responsible for implementing investment policies and guidelines and for supervising the subadviser, who is responsible for day-to-day portfolio management of the Portfolio. Pursuant to the contract, Allspring Funds Management is entitled to receive an advisory fee at the following annual rate based on the Portfolio’s average daily net assets:
For the six months ended October 31, 2024, the advisory fee was equivalent to an annual rate of 0.40% of the Portfolio’s average daily net assets.
The Subsidiary has entered into a separate advisory contract with Allspring Funds Management to manage the investment and reinvestment of its assets in conformity with its investment objectives and restrictions. Under this agreement, the Subsidiary does not pay Allspring Funds Management a fee for its services.
Allspring Funds Management has retained the services of certain subadvisers to provide daily portfolio management to the Portfolio. The fee for subadvisory services is borne by Allspring Funds Management. Allspring Global Investments, LLC (“Allspring Investments”) and Allspring Global Investments (UK) Limited (“Allspring UK”), each an affiliate of Allspring Funds Management and a wholly owned subsidiary of Allspring Global Investments Holdings, LLC, serves as subadvisers to the Portfolio. Effective December 1, 2023 Allspring UK became a subadviser of the Portfolio. Allspring Investments receives a subadvisory fee at an annual rate starting at 0.28% and declining to 0.18% as the average daily net assets of the Portfolio increase. Allspring UK receives a subadvisory fee for portfolio management services on the assets it co-manages with Allspring Investments at an annual rate starting at 0.10% and declining to 0.60%.
Allspring Funds Management has voluntarily waived and/or reimbursed advisory fees to reduce the net operating expense ratio of the Portfolio. These voluntary waivers may be discontinued at any time.
The Portfolio 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 Portfolio did not have any interfund transactions during the six months ended October 31, 2024.
6.
INVESTMENT PORTFOLIO TRANSACTIONS
Purchases and sales of investments, excluding short-term securities, for the six months ended October 31, 2024 were as follows:
7.
DERIVATIVE TRANSACTIONS
During the six months ended October 31, 2024, the Portfolio entered into futures contracts to speculate on interest rates and to help manage the duration of the portfolio. The Portfolio also entered into forward foreign currency contracts for economic hedging purposes.
Allspring Real Return Portfolio | 41
Notes to consolidated financial statements (unaudited)
The volume of the Portfolio’s derivative activity during the six months ended October 31, 2024 was as follows:
Forward foreign currency contracts | |
Average contract amounts to buy | |
Average contract amounts to sell | |
| |
Average notional balance on long futures | |
Average notional balance on short futures | |
A summary of the location of derivative instruments on the financial statements by primary risk exposure is outlined in the following tables.
The fair value of derivative instruments as of October 31, 2024 by primary risk type on the Consolidated Statement of Assets and Liabilities was as follows for the Portfolio:
| | | | | |
|
Forward foreign currency contracts | | | | | |
| | | | | |
| | | | | |
|
Forward foreign currency contracts | | | | | |
| | | | | |
| | | | | |
| Amount represents the cumulative unrealized gains (losses) as reported in the table following the Consolidated Portfolio of Investments. For futures contracts, only the current day’s variation margin as of October 31, 2024 is reported separately on the Consolidated Statement of Assets and Liabilities. |
The effect of derivative instruments on the Consolidated Statement of Operations for the six months ended October 31, 2024 was as follows:
| | | | | |
Net realized gains (losses) on derivatives |
Forward foreign currency contracts | | | | | |
| | | | | |
| | | | | |
Net change in unrealized gains (losses) on derivatives |
Forward foreign currency contracts | | | | | |
| | | | | |
| | | | | |
For certain types of derivative transactions, the Portfolio has entered into International Swaps and Derivatives Association, Inc. master agreements (“ISDA Master Agreements”) or similar agreements with approved counterparties. The ISDA Master Agreements or similar agreements may have requirements to deliver/deposit securities or cash to/with an exchange or broker-dealer as collateral and allows the Portfolio to offset, with each counterparty, certain derivative financial instrument’s assets and/or liabilities with collateral held or pledged. Collateral requirements differ by type of derivative. Collateral or margin requirements are set by the broker or exchange clearinghouse for exchange traded derivatives while collateral terms are contract specific for over-the-counter traded derivatives. Cash collateral that has been pledged to cover obligations of the Portfolio under ISDA Master Agreements or similar agreements, if any, are reported separately in the Consolidated Statement of Assets and Liabilities. Securities pledged as collateral, if any, are noted in the Consolidated Portfolio of Investments. With respect to balance sheet offsetting, absent an event of default by the counterparty or a termination of the agreement, the reported amounts of financial assets and financial liabilities in the Consolidated Statement of Assets and Liabilities are not offset across transactions between the Portfolio and the applicable counterparty. A reconciliation of the gross amounts on the Consolidated Statement of Assets and Liabilities to the net amounts by counterparty, including any collateral exposure, for OTC derivatives is as follows:
| Gross amounts
of assets in the
Consolidated
Statement of
Assets and
Liabilities | Amounts
subject to
netting
agreements | | |
| | | | |
42 | Allspring Real Return Portfolio
Notes to consolidated financial statements (unaudited)
| Gross amounts
of liabilities in the
Consolidated
Statement of
Assets and
Liabilities | Amounts
subject to
netting
agreements | | |
| | | | |
| Collateral pledged within this table is limited to the collateral for the net transaction with the counterparty. |
The Trust, along with Allspring Variable Trust and Allspring Funds Trust (excluding the money market funds), are parties to a $275,000,000 (prior to July 9, 2024: $350,000,000), revolving credit agreement whereby the Portfolio is permitted to use bank borrowings for temporary or emergency purposes, such as to fund redemption requests. Interest under the credit agreement is charged to the Portfolio based on a borrowing rate equal to the higher of the Federal Funds rate or the overnight bank funding rate in effect on that day plus a spread. In addition, an annual commitment fee based on the unused balance is allocated to each participating fund.
For the six months ended October 31, 2024, there were no borrowings by the Portfolio under the agreement.
Under the Portfolio’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 Portfolio. The Portfolio has entered into a separate agreement with each Trustee that converts indemnification rights currently existing under the Portfolio’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 Portfolio may enter into contracts with service providers that contain a variety of indemnification clauses. The Portfolio’s maximum exposure under these arrangements is dependent on future claims that may be made against the Portfolio and, therefore, cannot be estimated.
Allspring Real Return Portfolio | 43
Other information (unaudited)
Other 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 1-866-259-3305, 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.
Quarterly portfolio holdings information
The Fund and Portfolio file their complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year as an exhibit to their reports on Form N-PORT. Shareholders and Interest holders may view the filed Form N-PORT by visiting the SEC website at sec.gov.
44 | Allspring Real Return Fund
Other information (unaudited)
Item 8. Changes in and disagreements with accountants
Item 9. Matters submitted to fund shareholders for a vote
Item 10. Remuneration paid to directors, officers and others
Refer to information in the Statement of operations.
Allspring Real Return Fund | 45
Other information (unaudited)
Item 11. Statement regarding basis for the board’s approval of investment advisory contract
Board consideration of investment management, advisory, and sub-advisory agreements:
Under the Investment Company Act of 1940 (the “1940 Act”), the Board of Trustees (each, a “Board” and collectively, the “Boards”) of each of Allspring Funds Trust (“Funds Trust”) and Allspring Master Trust (“Master Trust”, and collectively, the “Trusts”) must determine annually whether to approve the continuation of the Trusts’ investment management, advisory, and sub-advisory agreements, as applicable. In this regard, at a Board meeting held on May 28-30, 2024 (the “Meeting”), the Funds Trust Board, all the members of which have no direct or indirect interest in the investment management agreement and are not “interested persons” of the Trusts, as defined in the 1940 Act (the “Independent Trustees”), reviewed and approved for the Allspring Real Return Fund, a portfolio of Funds Trust (the “Feeder Fund”), an investment management agreement (the “Feeder Fund Management Agreement”) with Allspring Funds Management, LLC (“Allspring Funds Management”).
At the Meeting, the Master Trust Board, all the members of which have no direct or indirect interest in the investment advisory and sub-advisory agreements and are Independent Trustees, reviewed and approved: (i) an investment advisory agreement (the “Master Portfolio Advisory Agreement”) with Allspring Funds Management for the Allspring Real Return Portfolio, a portfolio of Master Trust (the “Master Portfolio”); and (ii) investment sub-advisory agreements (the “Sub-Advisory Agreements”) with Allspring Global Investments, LLC and Allspring Global Investments (UK) Limited (collectively, the “Sub-Advisers”), affiliates of Allspring Funds Management, for the Master Portfolio.
The Feeder Fund and the Master Portfolio are collectively referred to as the “Funds.” The Feeder Fund Management Agreement, the Master Portfolio Advisory Agreement, and the Sub-Advisory Agreements are collectively referred to as the “Advisory Agreements.”
The Feeder Fund is a feeder fund that invest substantially all of its assets in the Master Portfolio. The Master Portfolio has a substantially similar investment objective and substantially similar investment strategies to the Feeder Fund. Information provided to the Boards regarding the Feeder Fund is also applicable to the Master Portfolio, as relevant.
At the Meeting, the Boards considered the factors and reached the conclusions described below relating to the selection of Allspring Funds Management and the Sub-Advisers and the approval of the Advisory Agreements. Prior to the Meeting, including at meeting of the Boards held in April 2024, and at the Meeting, the Trustees conferred extensively among themselves and with representatives of Allspring Funds Management about these matters. The Boards have adopted a team-based approach, with each team consisting of a sub-set of Trustees, to assist the full Boards in the discharge of their 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 Boards, Allspring Funds Management and the Sub-Advisers 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 Boards’ annual contract renewal process earlier in 2024. 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 Boards considered not only the specific information presented in connection with the Meeting, but also the knowledge gained over time through interactions with Allspring Funds Management and the Sub-Advisers about various topics. In this regard, the Boards reviewed reports of Allspring Funds Management at each of their quarterly meetings, which included, among other things, portfolio reviews and investment performance reports. In addition, the Boards and the teams mentioned above confer with portfolio managers at various times throughout the year. The Boards 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 Funds Trust Board unanimously determined that the compensation payable to Allspring Funds Management was reasonable, and approved the continuation of the Feeder Fund Management Agreement for a one-year term. Additionally, after its deliberations, the Master Trust Board unanimously determined that the compensation payable to Allspring Funds Management and the Sub-Advisers was reasonable, and approved the continuation of the Master Portfolio Advisory Agreement and the Sub-Advisory Agreements, each for a one-year term. The Boards considered the approval of the Advisory Agreements for the Funds as part of their consideration of agreements for funds across the complex, but their approvals were made on a fund-by-fund basis. The following summarizes a number of important, but not necessarily all, factors considered by the Boards in support of their approvals.
Nature, extent, and quality of services
The Boards received and considered various information regarding the nature, extent, and quality of services provided to the Feeder Fund and the Master Portfolio, as applicable, by Allspring 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 Feeder Fund Management Agreement, as well as, among other things, a summary of the background and experience of senior management of Allspring Global Investments, of which Allspring Funds Management and
46 | Allspring Real Return Fund
Other information (unaudited)
the Sub-Advisers are a part, and a summary of investments made in the Allspring Global Investments business.* The Boards also received information about the services that continue to be provided by Wells Fargo & Co. and/or its affiliates (“Wells Fargo”) since the sale of Wells Fargo Asset Management to Allspring Global Investments Holdings, LLC, a holding company indirectly owned by certain private funds of GTCR LLC and Reverence Capital Partners, L.P., under a transition services agreement and an update on the anticipated timeline for exiting the transition services agreement. In addition, the Boards received and considered information about the full range of services provided to the Fund and the Master Portfolio by Allspring Funds Management and its affiliates.
The Boards considered the qualifications, background, tenure, and responsibilities of each of the portfolio managers primarily responsible for the day-to-day portfolio management of the Master Portfolio. The Boards evaluated the ability of Allspring Funds Management and the Sub-Advisers to attract and retain qualified investment professionals, including research, advisory, and supervisory personnel.
The Boards further considered the compliance programs and compliance records of Allspring Funds Management and the Sub-Advisers. The Boards received and considered information about Allspring Global Investments’ risk management functions, which included information about Allspring Funds Management’s and the Sub-Advisers’ business continuity plans, their approaches to data privacy and cybersecurity, and Allspring Funds Management’s role as administrator of the Funds’ liquidity risk management programs, fair valuation designee, and, with respect to the Master Portfolio, derivatives risk management program manager. The Boards also received and considered information about Allspring Funds Management’s intermediary and vendor oversight program.
Fund investment performance and expenses
The Boards considered the investment performance results for each of the Funds over various time periods ended December 31, 2023. The Boards 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 Feeder Fund (the “Universe”), and in comparison to the Feeder Fund’s benchmark index and to other comparative data. Broadridge is an independent provider of investment company data. The Boards received a description of the methodology used by Broadridge to select the mutual funds in the performance Universe. The Funds Trust Board noted that the investment performance of the Feeder Fund (Administrator Class) was in range of the average investment performance of its Universe for the one- and ten-year periods under review, and lower than the average investment performance of its Universe for the three- and five-year periods under review. The Funds Trust Board also noted that the investment performance of the Feeder Fund was higher than its benchmark index, the Real Return Blended Index, for all periods under review. The Funds Trust Board noted that the Feeder Fund’s benchmark index was changed from the Bloomberg U.S. TIPS Index to the Real Return Blended Index in December 2023 as a result of changes to the Feeder Fund’s principal investment strategy.
The Master Trust Board took note of the investment performance of the Master Portfolio in the context of reviewing the investment performance of the Feeder Fund.
The Funds Trust Board received information concerning, and discussed factors contributing to, the underperformance of the Feeder Fund relative to the Universe for the periods identified above. The Funds Trust 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 Feeder Fund’s investment performance. As noted above, the Boards noted that Funds’ principal investment strategies and corresponding benchmark index changed in December 2023, and Allspring Global Investments (UK) Limited was added as a sub-adviser to the Master Portfolio in December 2023. The Boards noted that investment performance results for periods prior to December 2023 reflected the prior investment strategies for the Funds and the prior sub-advisory arrangements for the Master Portfolio.
The Funds Trust Board also received and considered information regarding the Feeder Fund’s net operating expense ratios, which include fees and expenses of the Master Portfolio, and their various components, including actual management fees assessed at the Feeder Fund and Master Portfolio levels, custodian and other non-management fees, and Rule 12b-1 and non-Rule 12b-1 shareholder service fees. The Funds Trust 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 Feeder Fund (the “Groups”). The Funds Trust 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 Funds Trust Board noted that the net operating expense ratios of the Feeder Fund were lower than the median net operating expense ratios of the expense Groups for all share classes.
With respect to the Master Portfolio, the Master Trust Board reviewed the fee rates payable to Allspring Funds Management for investment advisory services (as discussed below), which are the only fees charged at the Master Portfolio level, relative to a corresponding expense Group.
The Boards took into account the Funds’ investment performance and expense information provided to them among the factors considered in deciding to re-approve the Advisory Agreements.
*
The trade name for the asset management firm that includes Allspring Funds Management and the Sub-Advisers is “Allspring Global Investments.”
Allspring Real Return Fund | 47
Other information (unaudited)
Investment management, advisory, and sub-advisory fee rates
The Funds Trust Board noted that Allspring Funds Management receives no advisory fees from the Feeder Fund as long as the Feeder Fund continues to invest all (or substantially all) of its assets in a single master portfolio. If the Feeder Fund were to change its investment structure so that it began investing in two or more master portfolios (a fund-of-funds), Allspring Funds Management would be entitled to receive an annual fee of 0.25% of the Feeder Fund’s average daily net assets for providing investment advisory services to the Feeder Fund, including allocating the Feeder Fund’s assets to the Master Portfolio.
The Funds Trust Board reviewed and considered the contractual fee rates payable by the Feeder Fund to Allspring Funds Management under the Feeder Fund Management Agreement for management services (other than investment advisory services), as well as the contractual fee rates payable by the Feeder Fund to Allspring 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 Master Trust Board reviewed and considered the contractual investment advisory fee rate payable by the Master Portfolio to Allspring Funds Management for investment advisory services under the Master Portfolio Advisory Agreement (the “Advisory Agreement Rate”). The Master Trust Board also reviewed and considered the contractual investment sub-advisory fee rates payable by Allspring Funds Management to the Sub-Advisers for investment sub-advisory services.
Among other information reviewed by the Funds Trust Board was a comparison of the Feeder Fund’s Management Rate, which, for this purpose, includes the advisory fees paid at the Master Portfolio level, 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 Funds Trust Board noted that the Management Rates of the Feeder Fund were lower than the sum of these average rates for the Feeder Fund’s expense Groups for all share classes.
The Master Trust Board reviewed a comparison of the Advisory Agreement Rate of the Master Portfolio with those of other funds in the Master Portfolio’s expense Group at a common asset level. The Master Trust Board noted that the Advisory Agreement Rate of the Master Portfolio was lower than the median rate for the Master Portfolio’s expense Group.
The Master Trust Board also received and considered information about the portions of the total management fees that were retained by Allspring Funds Management after payment of the fees to the Sub-Advisers for sub-advisory services. In assessing the reasonableness of these amounts, the Master Trust Board received and evaluated information about the nature and extent of responsibilities retained and risks assumed by Allspring Funds Management and not delegated to or assumed by the Sub-Advisers, and about Allspring Funds Management’s on-going oversight services. Given the affiliation between Allspring Funds Management and the Sub-Advisers, the Master Trust Board ascribed limited relevance to the allocation of fees between them.
The Boards also received and considered information about the nature and extent of services offered and fee rates charged by Allspring Funds Management and the Sub-Advisers to other types of clients with investment strategies similar to those of the Funds. In this regard, the Boards received information about the significantly greater scope of services, and compliance, reporting and other legal and regulatory obligations and risks of managing proprietary mutual funds compared with those associated with managing assets of other types of clients, including 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 Funds Trust Board determined that the compensation payable to Allspring Funds Management under the Feeder Fund Management Agreement was reasonable, and the Master Trust Board determined that the compensation payable to Allspring Funds Management under the Master Portfolio Advisory Agreement and to the Sub-Advisers under the Sub-Advisory Agreements was reasonable.
The Boards received and considered information concerning the profitability of Allspring Funds Management, as well as the profitability of Allspring Global Investments, from providing services to the fund complex as a whole. The Master Trust Board noted that the Sub-Advisers’ profitability information with respect to providing services to the Master Portfolio and other funds in the complex was subsumed in the Allspring Global Investments profitability analysis.
Allspring 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 Boards 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 their review, the Boards did not deem the profits reported by Allspring Funds Management or Allspring Global Investments from services provided to the Funds to be at a level that would prevent the Boards from approving the continuation of the Advisory Agreements.
The Boards received and considered information about the potential for Allspring Funds Management to experience economies of scale in the provision of management services to the Funds, the difficulties of isolating and quantifying economies of scale at an individual fund level, and the extent to which
48 | Allspring Real Return Fund
Other information (unaudited)
potential scale benefits are shared with shareholders of the Funds. The Boards noted the existence of breakpoints in the Master Portfolio’s advisory fee structure and the Feeder Fund’s management fee structure, which operate generally to reduce the Funds’ expense ratios as the Funds grow in size, and the size of the Master Portfolio and the Feeder Fund, respectively, in relation to such breakpoints. The Boards considered that, in addition to advisory fee and management fee breakpoints, Allspring 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 Boards concluded that Allspring Funds Management’s arrangements with respect to each Fund, including contractual breakpoints, constituted a reasonable approach to sharing potential economies of scale with the Funds and their shareholders.
Other benefits to Allspring Funds Management and the Sub-Advisers
The Boards received and considered information regarding potential “fall-out” or ancillary benefits received by Allspring 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 Allspring Funds Management’s and the Sub-Advisers’ business as a result of their relationships with the Funds. The Board noted that Allspring Funds Distributor, LLC, an affiliate of Allspring Funds Management, receives distribution-related fees in respect of shares sold or held through it.
The Boards also reviewed information about soft dollar credits earned and utilized by the Sub-Advisers.
Based on their consideration of the factors and information they deemed relevant, including those described here, the Boards did not find that any ancillary benefits received by Allspring Funds Management and its affiliates, including the Sub-Advisers, were unreasonable.
At the Meeting, after considering the above-described factors and based on its deliberations and its evaluation of the information described above, the Funds Trust Board unanimously determined that the compensation payable to Allspring Funds Management was reasonable, and approved the continuation of the Feeder Fund Management Agreement for a one-year term. Additionally, after considering the above-described factors and based on its deliberations and its evaluation of the information described above, the Master Trust Board unanimously determined that the compensation payable to Allspring Funds Management and the Sub-Advisers was reasonable, and approved the continuation of the Master Portfolio Advisory Agreement and the Sub-Advisory Agreements, each for a one-year term.
Allspring Real Return Fund | 49
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
Website: allspringglobal.com
Individual investors: 1-800-222-8222
Retail investment professionals: 1-888-877-9275
Institutional investment professionals: 1-800-260-5969
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.
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.
© 2024 Allspring Global Investments Holdings, LLC. All rights reserved.
NCSRS1753 10-24
Long Form Financial Statements
Semi-Annual Report
Allspring Core Bond Fund | 1
Portfolio of investments—October 31, 2024 (unaudited)
| | | | | |
Investment companies: 100.04% | | | | | | |
Affiliated master portfolio: 100.04% | | | | | | |
Allspring Core Bond Portfolio | | | | | | |
Total investment companies (Cost $5,205,073,805) | | | | | | |
Total investments in securities (Cost $5,205,073,805) | | | | | | |
Other assets and liabilities, net | | | | | | |
| | | | | | |
Transactions with the affiliated Master Portfolio were as follows:
| % of
ownership,
beginning
of period | % of
ownership,
end of
period | Net realized
gains
(losses) on
investments
allocated
from
affiliated
Master
Portfolio | Net
change in
unrealized
gains
(losses) on
investments
allocated
from
affiliated
Master
Portfolio | Affiliated
Income
Allocated
from
affiliated
Master
Portfolio | Interest
allocated
from
affiliated
Master
Portfolio | |
Allspring Core Bond Portfolio | | | | | | | |
The accompanying notes are an integral part of these financial statements.
2 | Allspring Core Bond Fund
Statement of assets and liabilities—October 31, 2024 (unaudited)
Financial statements
Statement of assets and liabilities
| |
Investments in affiliated Master Portfolio, at value (cost $5,205,073,805) | |
| |
Receivable for Fund shares sold | |
| |
Prepaid expenses and other assets | |
| |
| |
Payable for Fund shares redeemed | |
| |
Administration fees payable | |
Shareholder servicing fee payable | |
Distribution fees payable | |
Accrued expenses and other liabilities | |
| |
| |
| |
| |
| |
| |
Computation of net asset value and offering price per share | |
| |
Shares outstanding–Class A1 | |
Net asset value per share–Class A | |
Maximum offering price per share – Class A2 | |
| |
Shares outstanding–Class C1 | |
Net asset value per share–Class C | |
| |
Shares outstanding–Class R61 | |
Net asset value per share–Class R6 | |
Net assets–Administrator Class | |
Shares outstanding–Administrator Class1 | |
Net asset value per share–Administrator Class | |
Net assets–Institutional Class | |
Shares outstanding–Institutional Class1 | |
Net asset value per share–Institutional Class | |
1 The Fund has an unlimited number of authorized shares.
2 Maximum offering price is computed as 100/95.50 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.
Allspring Core Bond Fund | 3
Statement of operations—six months ended October 31, 2024 (unaudited)
Statement of operations
| |
Interest allocated from affiliated Master Portfolio | |
Affiliated income allocated from affiliated Master Portfolio | |
Expenses allocated from affiliated Master Portfolio | |
Waivers allocated from affiliated Master Portfolio | |
| |
| |
| |
| |
| |
| |
| |
| |
| |
Shareholder servicing fees | |
| |
| |
| |
| |
| |
Custody and accounting fees | |
| |
| |
Shareholder report expenses | |
Trustees’ fees and expenses | |
| |
| |
Less: Fee waivers and/or expense reimbursements | |
| |
| |
| |
| |
| |
Realized and unrealized gains (losses) on investments | |
Net realized gains on investments allocated from affiliated Master Portfolio | |
Net change in unrealized gains (losses) on investments allocated from affiliated Master Portfolio | |
Net realized and unrealized gains (losses) on investments | |
Net increase in net assets resulting from operations | |
The accompanying notes are an integral part of these financial statements.
4 | Allspring Core Bond Fund
Statement of changes in net assets
Statement of changes in net assets
|
Six months ended
October 31, 2024 (unaudited) | Year ended April 30, 20241 | |
| | | | | | |
| | | | | | |
Net realized gains (losses) on investments | | | | | | |
Net change in unrealized gains on investments | | | | | | |
Net increase (decrease) in net assets resulting from operations | | | | | | |
Distributions to shareholders from | | | | | | |
Net investment income and net realized gains | | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
Total distributions to shareholders | | | | | | |
Capital share transactions | | | | | | |
Proceeds from shares sold | | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
Reinvestment of distributions | | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
Payment for shares redeemed | | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
1 For the eleven months ended April 30, 2024. The Fund changed its fiscal year end from May 31 to April 30, effective April 30, 2024.
2 For the period from June 1, 2023 to June 16, 2023
The accompanying notes are an integral part of these financial statements.
Allspring Core Bond Fund | 5
Statement of changes in net assets
Statement of changes in net assets
| Six months ended October 31, 2024 (unaudited) | Year ended April 30, 20241 | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
Net increase in net assets resulting from capital share transactions | | | | | | |
Total increase (decrease) in net assets | | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
1 For the eleven months ended April 30, 2024. The Fund changed its fiscal year end from May 31 to April 30, effective April 30, 2024.
2 For the period from June 1, 2023 to June 16, 2023
3 Effective at the close of business on June 16, 2023, Class R and Class R4 shares each became Class A and Institutional Class shares of the Fund, respectively, in a tax free conversion. Shareholders of Class R and Class R4 shares received Class A and Institutional Class shares, respectively, at a value equal to the value of their respective shares immediately prior to the conversion. Class R and Class R4 shares are no longer offered by the Fund.
The accompanying notes are an integral part of these financial statements.
6 | Allspring Core Bond Fund
Financial highlights
(For a share outstanding throughout each period)
| Six months ended
October 31, 2024
(unaudited) | | |
| | | | | |
Net asset value, beginning of period | | | | | | | |
| | | | | | | |
Net realized and unrealized gains (losses) on investments | | | | | | | |
Total from investment operations | | | | | | | |
Distributions to shareholders from | | | | | | | |
| | | | | | | |
| | | | | | | |
Total distributions to shareholders | | | | | | | |
Net asset value, end of period | | | | | | | |
| | | | | | | |
Ratios to average net assets (annualized)* | | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Net assets, end of period (000s omitted) | | | | | | | |
| Ratios include net expenses allocated from the affiliated Master Portfolio which were as follows: |
Six months ended October 31, 2024 (unaudited) | |
Year ended April 30, 20241 | |
| |
| |
| |
| |
| |
| For the eleven months ended April 30, 2024. The Fund changed its fiscal year end from May 31 to April 30, effective April 30, 2024. |
| Calculated based upon average shares outstanding |
| Total return calculations do not include any sales charges. Returns include adjustments required by U.S. GAAP and may differ from net asset values and performance reported elsewhere. Returns for periods of less than one year are not annualized. |
| Portfolio turnover rate is calculated by multiplying the affiliated Master Portfolio’s percentage of the Fund’s total investment in securities at the end of the period by the affiliated Master Portfolio’s portfolio turnover rate. |
The accompanying notes are an integral part of these financial statements.
Allspring Core Bond Fund | 7
(For a share outstanding throughout each period)
| Six months ended
October 31, 2024
(unaudited) | | |
| | | | | |
Net asset value, beginning of period | | | | | | | |
| | | | | | | |
Net realized and unrealized gains (losses) on investments | | | | | | | |
Total from investment operations | | | | | | | |
Distributions to shareholders from | | | | | | | |
| | | | | | | |
| | | | | | | |
Total distributions to shareholders | | | | | | | |
Net asset value, end of period | | | | | | | |
| | | | | | | |
Ratios to average net assets (annualized)* | | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Net assets, end of period (000s omitted) | | | | | | | |
| Ratios include net expenses allocated from the affiliated Master Portfolio which were as follows: |
Six months ended October 31, 2024 (unaudited) | |
Year ended April 30, 20241 | |
| |
| |
| |
| |
| |
| For the eleven months ended April 30, 2024. The Fund changed its fiscal year end from May 31 to April 30, effective April 30, 2024. |
| Calculated based upon average shares outstanding |
| Total return calculations do not include any sales charges. Returns include adjustments required by U.S. GAAP and may differ from net asset values and performance reported elsewhere. Returns for periods of less than one year are not annualized. |
| Portfolio turnover rate is calculated by multiplying the affiliated Master Portfolio’s percentage of the Fund’s total investment in securities at the end of the period by the affiliated Master Portfolio’s portfolio turnover rate. |
The accompanying notes are an integral part of these financial statements.
8 | Allspring Core Bond Fund
(For a share outstanding throughout each period)
| Six months ended
October 31, 2024
(unaudited) | | |
| | | | | |
Net asset value, beginning of period | | | | | | | |
| | | | | | | |
Net realized and unrealized gains (losses) on investments | | | | | | | |
Total from investment operations | | | | | | | |
Distributions to shareholders from | | | | | | | |
| | | | | | | |
| | | | | | | |
Total distributions to shareholders | | | | | | | |
Net asset value, end of period | | | | | | | |
| | | | | | | |
Ratios to average net assets (annualized)* | | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Net assets, end of period (000s omitted) | | | | | | | |
| Ratios include net expenses allocated from the affiliated Master Portfolio which were as follows: |
Six months ended October 31, 2024 (unaudited) | |
Year ended April 30, 20241 | |
| |
| |
| |
| |
| |
| For the eleven months ended April 30, 2024. The Fund changed its fiscal year end from May 31 to April 30, effective April 30, 2024. |
| Calculated based upon average shares outstanding |
| Returns include adjustments required by U.S. GAAP and may differ from net asset values and performance reported elsewhere. Returns for periods of less than one year are not annualized. |
| Portfolio turnover rate is calculated by multiplying the affiliated Master Portfolio’s percentage of the Fund’s total investment in securities at the end of the period by the affiliated Master Portfolio’s portfolio turnover rate. |
The accompanying notes are an integral part of these financial statements.
Allspring Core Bond Fund | 9
(For a share outstanding throughout each period)
| Six months ended
October 31, 2024
(unaudited) | | |
| | | | | |
Net asset value, beginning of period | | | | | | | |
| | | | | | | |
Net realized and unrealized gains (losses) on investments | | | | | | | |
Total from investment operations | | | | | | | |
Distributions to shareholders from | | | | | | | |
| | | | | | | |
| | | | | | | |
Total distributions to shareholders | | | | | | | |
Net asset value, end of period | | | | | | | |
| | | | | | | |
Ratios to average net assets (annualized)* | | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Net assets, end of period (000s omitted) | | | | | | | |
| Ratios include net expenses allocated from the affiliated Master Portfolio which were as follows: |
Six months ended October 31, 2024 (unaudited) | |
Year ended April 30, 20241 | |
| |
| |
| |
| |
| |
| For the eleven months ended April 30, 2024. The Fund changed its fiscal year end from May 31 to April 30, effective April 30, 2024. |
| Calculated based upon average shares outstanding |
| Returns include adjustments required by U.S. GAAP and may differ from net asset values and performance reported elsewhere. Returns for periods of less than one year are not annualized. |
| Portfolio turnover rate is calculated by multiplying the affiliated Master Portfolio’s percentage of the Fund’s total investment in securities at the end of the period by the affiliated Master Portfolio’s portfolio turnover rate. |
The accompanying notes are an integral part of these financial statements.
10 | Allspring Core Bond Fund
(For a share outstanding throughout each period)
| Six months ended
October 31, 2024
(unaudited) | | |
| | | | | |
Net asset value, beginning of period | | | | | | | |
| | | | | | | |
Net realized and unrealized gains (losses) on investments | | | | | | | |
Total from investment operations | | | | | | | |
Distributions to shareholders from | | | | | | | |
| | | | | | | |
| | | | | | | |
Total distributions to shareholders | | | | | | | |
Net asset value, end of period | | | | | | | |
| | | | | | | |
Ratios to average net assets (annualized)* | | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Net assets, end of period (000s omitted) | | | | | | | |
| Ratios include net expenses allocated from the affiliated Master Portfolio which were as follows: |
Six months ended October 31, 2024 (unaudited) | |
Year ended April 30, 20241 | |
| |
| |
| |
| |
| |
| For the eleven months ended April 30, 2024. The Fund changed its fiscal year end from May 31 to April 30, effective April 30, 2024. |
| Calculated based upon average shares outstanding |
| Returns include adjustments required by U.S. GAAP and may differ from net asset values and performance reported elsewhere. Returns for periods of less than one year are not annualized. |
| Portfolio turnover rate is calculated by multiplying the affiliated Master Portfolio’s percentage of the Fund’s total investment in securities at the end of the period by the affiliated Master Portfolio’s portfolio turnover rate. |
The accompanying notes are an integral part of these financial statements.
Allspring Core Bond Fund | 11
Notes to financial statements (unaudited)
Notes to financial statements
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 Core Bond Fund (the “Fund”) which is a diversified series of the Trust.
The Fund is a feeder fund in a master-feeder structure that invests substantially all of its assets in a single master portfolio with a substantially identical investment objective and substantially similar investment strategies. The Fund invests in Allspring Core Bond Portfolio, a separate diversified portfolio (the “affiliated Master Portfolio”) of Allspring Master Trust, a registered open-end management investment company. As of October 31, 2024, the Fund owned 96.95% of Allspring Core Bond Portfolio. The affiliated Master Portfolio directly acquires portfolio securities and the Fund acquires an indirect interest in those securities. The Fund accounts for its investment in the affiliated Master Portfolio as a partnership investment and records on a daily basis its share of the affiliated Master Portfolio’s income, expense and realized and unrealized gains and losses. The financial statements of the affiliated Master Portfolio for the six months ended October 31, 2024 are included in this report and should be read in conjunction with the Fund’s financial statements.
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 (“GAAP”) 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.
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.
Investments in the affiliated Master Portfolio are valued daily based on the Fund’s proportionate share of the affiliated Master Portfolio’s net assets, which are also valued daily.
Investments which are not valued using the method discussed above are valued at their fair value, as determined in good faith by Allspring Funds Management, LLC (“Allspring Funds Management”), which was named the valuation designee by the Board of Trustees. As the valuation designee, Allspring Funds Management is responsible for day-to-day valuation activities for the Allspring Funds. In connection with these responsibilities, Allspring Funds Management has established a Valuation Committee 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. On a quarterly basis, the Board of Trustees receives reports of valuation actions taken by the Valuation Committee. On at least an annual basis, the Board of Trustees receives an assessment of the adequacy and effectiveness of Allspring Funds Management’s process for determining the fair value of the portfolio of investments.
Investment transactions, income and expenses
Investments in the affiliated Master Portfolio are recorded on a trade date basis. The Fund records daily its proportionate share of the affiliated Master Portfolio’s income, expenses and realized and unrealized gains or losses. The Fund also accrues its own expenses.
Distributions to shareholders
Distributions to shareholders from net investment income are declared daily and paid monthly. Distributions from net realized gains, if any, 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. GAAP. 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.
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, as applicable, for all open tax years and does not believe that there are any uncertain tax positions that require recognition of a tax liability.
12 | Allspring Core Bond Fund
Notes to financial statements (unaudited)
As of October 31, 2024, the aggregate cost of all investments for federal income tax purposes was $5,215,006,625 and the unrealized gains (losses) consisted of:
As of April 30, 2024, the Fund had capital loss carryforwards which consisted of $331,046,391 in short-term capital losses and $352,712,254 in long-term capital losses.
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
At October 31, 2024, the affiliated Master Portfolio was measured at fair value using the net asset value per share (or its equivalent) as a practical expedient. The investment objective and fair value of the affiliated Master Portfolio is as follows:
Affiliated Master Portfolio | | Fair value of affiliated
Master Portfolio |
Allspring Core Bond Portfolio | Seeks total return, consisting of income and capital appreciation | |
The affiliated Master Portfolio does not have a redemption period notice, can be redeemed daily and does not have any unfunded commitments.
4.
TRANSACTIONS WITH AFFILIATES
Allspring Funds Management, a wholly owned subsidiary of Allspring Global Investments Holdings, LLC, a holding company indirectly owned by certain private funds of GTCR LLC and Reverence Capital Partners, L.P., is the manager 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 and providing fund-level administrative services in connection with the Fund’s operations. As long as the Fund continues to invest substantially all of its assets in a single affiliated Master Portfolio, the Fund pays, generally on a monthly basis, Allspring Funds Management an investment management fee only for fund-level administrative services at the following annual rate based on the Fund’s average daily net assets:
For the six months ended October 31, 2024, the management fee was equivalent to an annual rate of 0.05% of the Fund’s average daily net assets.
Allspring Funds Management also serves as the adviser to the affiliated Master Portfolio and is entitled to receive a fee from the affiliated Master Portfolio for those services.
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 and generally paid monthly, as follows:
| Class-level
administration fee |
| |
| |
| |
| |
| |
Allspring Core Bond Fund | 13
Notes to financial statements (unaudited)
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 reimbursed 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. Net expenses from the affiliated Master Portfolio are included in the expense caps. Allspring Funds Management has contractually committed through August 31, 2025 to waive fees and/or reimburse expenses to the extent necessary to cap the Fund’s expenses. Prior to or after the commitment expiration date, the cap may be increased or the commitment to maintain the cap may be terminated only with the approval of the Board of Trustees. As of October 31, 2024, the contractual caps are as follows:
The Trust has adopted a distribution plan for Class C shares 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”), the principal underwriter, an affiliate of Allspring Funds Management, at an annual rate up to 0.75% of the average daily net assets of Class C shares. Such fees are generally paid on a monthly basis.
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 six months ended October 31, 2024, Allspring Funds Distributor received $3,951 from the sale of Class A shares. No contingent deferred sales charges were incurred by Class A and Class C shares for the six months ended October 31, 2024.
Shareholder servicing fees
The Trust has entered into contracts with one or more shareholder servicing agents, whereby Class A, Class C and Administrator Class are charged a fee at an annual rate up to 0.25% of the average daily net assets of each respective class and are generally paid on a monthly basis. A portion of these total shareholder servicing fees were paid to affiliates of the Fund.
5.
INVESTMENT PORTFOLIO TRANSACTIONS
The Fund seeks to achieve its investment objective by investing substantially all of its assets in a single affiliated Master Portfolio. Purchases and sales have been calculated by multiplying the Fund’s ownership percentage of the affiliated Master Portfolio at the end of the period by the affiliated Master Portfolio’s purchases and sales. Purchases and sales of investments, excluding short-term securities, for the six months ended October 31, 2024 were as follows:
The Trust (excluding the money market funds), Allspring Master Trust and Allspring Variable Trust are parties to a $275,000,000 (prior to July 9, 2024: $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 or the overnight bank funding rate in effect on that day plus a spread. In addition, an annual commitment fee based on the unused balance is allocated to each participating fund.
For the six months ended October 31, 2024, there were no borrowings by the Fund under the agreement.
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
14 | Allspring Core Bond Fund
Notes to financial statements (unaudited)
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.
Allspring Core Bond Fund | 15
Portfolio of investments—October 31, 2024 (unaudited)
| | | | | |
Agency securities: 44.84% | | | | | | |
| | | | | | |
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| | | | | | |
| | | | | | |
FHLMC STRIPS Series 264 Class 30 | | | | | | |
The accompanying notes are an integral part of these financial statements.
16 | Allspring Core Bond Portfolio
Portfolio of investments—October 31, 2024 (unaudited)
| | | | | |
Agency securities(continued) | | | | | | |
FHLMC STRIPS Series 271 Class F5 (30 Day Average U.S. SOFR+0.61%)± | | | | | | |
FHLMC STRIPS Series 272 Class F1 (30 Day Average U.S. SOFR+0.61%)± | | | | | | |
FHLMC STRIPS Series 280 Class F1 (30 Day Average U.S. SOFR+0.61%)± | | | | | | |
FHLMC (30 Day Average U.S. SOFR+2.14%)± | | | | | | |
FHLMC (30 Day Average U.S. SOFR+2.31%)± | | | | | | |
| | | | | | |
| | | | | | |
FHLMC Series 1897 Class K | | | | | | |
FHLMC Series 326 Class F2 (30 Day Average U.S. SOFR+0.66%)± | | | | | | |
FHLMC Series 3693 Class FC (30 Day Average U.S. SOFR+0.61%)± | | | | | | |
FHLMC Series 3919 Class FA (30 Day Average U.S. SOFR+0.61%)± | | | | | | |
FHLMC Series 3951 Class FN (30 Day Average U.S. SOFR+0.56%)± | | | | | | |
FHLMC Series 3958 Class AF (30 Day Average U.S. SOFR+0.56%)± | | | | | | |
FHLMC Series 3975 Class CF (30 Day Average U.S. SOFR+0.60%)± | | | | | | |
FHLMC Series 3975 Class FA (30 Day Average U.S. SOFR+0.60%)± | | | | | | |
FHLMC Series 3990 Class FG (30 Day Average U.S. SOFR+0.56%)± | | | | | | |
FHLMC Series 4047 Class CX | | | | | | |
FHLMC Series 4059 Class FP (30 Day Average U.S. SOFR+0.56%)± | | | | | | |
FHLMC Series 4091 Class BX | | | | | | |
FHLMC Series 4091 Class MX | | | | | | |
FHLMC Series 4091 Class EX | | | | | | |
FHLMC Series 4091 Class FN (30 Day Average U.S. SOFR+0.51%)± | | | | | | |
FHLMC Series 4117 Class HB | | | | | | |
FHLMC Series 4122 Class FP (30 Day Average U.S. SOFR+0.51%)± | | | | | | |
FHLMC Series 4160 Class HP | | | | | | |
FHLMC Series 4184 Class FN (30 Day Average U.S. SOFR+0.46%)± | | | | | | |
FHLMC Series 4205 Class PA | | | | | | |
FHLMC Series 4240 Class FA (30 Day Average U.S. SOFR+0.61%)± | | | | | | |
FHLMC Series 4273 Class PF (30 Day Average U.S. SOFR+0.51%)± | | | | | | |
FHLMC Series 4281 Class FA (30 Day Average U.S. SOFR+0.51%)± | | | | | | |
FHLMC Series 4286 Class VF (30 Day Average U.S. SOFR+0.56%)± | | | | | | |
FHLMC Series 4303 Class FA (30 Day Average U.S. SOFR+0.46%)± | | | | | | |
FHLMC Series 4427 Class CE | | | | | | |
FHLMC Series 4446 Class CP | | | | | | |
The accompanying notes are an integral part of these financial statements.
Allspring Core Bond Portfolio | 17
Portfolio of investments—October 31, 2024 (unaudited)
| | | | | |
Agency securities(continued) | | | | | | |
FHLMC Series 4527 Class GA | | | | | | |
FHLMC Series 4533 Class AB | | | | | | |
FHLMC Series 4544 Class P | | | | | | |
FHLMC Series 4582 Class HA | | | | | | |
FHLMC Series 4587 Class AF (30 Day Average U.S. SOFR+0.46%)± | | | | | | |
FHLMC Series 4604 Class FB (30 Day Average U.S. SOFR+0.51%)± | | | | | | |
FHLMC Series 4611 Class BF (30 Day Average U.S. SOFR+0.51%)± | | | | | | |
FHLMC Series 4620 Class LF (30 Day Average U.S. SOFR+0.51%)± | | | | | | |
FHLMC Series 4628 Class KF (30 Day Average U.S. SOFR+0.61%)± | | | | | | |
FHLMC Series 4709 Class FA (30 Day Average U.S. SOFR+0.41%)± | | | | | | |
FHLMC Series 4719 Class LM | | | | | | |
FHLMC Series 4719 Class LA | | | | | | |
FHLMC Series 4742 Class PA | | | | | | |
FHLMC Series 4753 Class BD | | | | | | |
FHLMC Series 4826 Class KF (30 Day Average U.S. SOFR+0.41%)± | | | | | | |
FHLMC Series 4854 Class FB (30 Day Average U.S. SOFR+0.41%)± | | | | | | |
FHLMC Series 4857 Class JA | | | | | | |
FHLMC Series 4880 Class DA | | | | | | |
FHLMC Series 4903 Class NF (30 Day Average U.S. SOFR+0.51%)± | | | | | | |
FHLMC Series 4927 Class BG | | | | | | |
FHLMC Series 4937 Class MD | | | | | | |
FHLMC Series 4940 Class AG | | | | | | |
FHLMC Series 4941 Class GA | | | | | | |
FHLMC Series 4954 Class LB | | | | | | |
FHLMC Series 4957 Class MY | | | | | | |
FHLMC Series 4979 Class UC | | | | | | |
FHLMC Series 4988 Class KF (30 Day Average U.S. SOFR+0.46%)± | | | | | | |
FHLMC Series 4993 Class KF (30 Day Average U.S. SOFR+0.56%)± | | | | | | |
FHLMC Series 5004 Class FM (30 Day Average U.S. SOFR+0.46%)± | | | | | | |
FHLMC Series 5020 Class ET | | | | | | |
FHLMC Series 5058 Class BC | | | | | | |
FHLMC Series 5091 Class AB | | | | | | |
FHLMC Series 5092 Class HE | | | | | | |
FHLMC Series 5116 Class PB | | | | | | |
FHLMC Series 5118 Class CA | | | | | | |
FHLMC Series 5119 Class AB | | | | | | |
FHLMC Series 5119 Class QF (30 Day Average U.S. SOFR+0.20%)± | | | | | | |
FHLMC Series 5143 Class GA | | | | | | |
FHLMC Series 5178 Class TP | | | | | | |
FHLMC Series 5182 Class M | | | | | | |
FHLMC Series 5184 Class AB | | | | | | |
The accompanying notes are an integral part of these financial statements.
18 | Allspring Core Bond Portfolio
Portfolio of investments—October 31, 2024 (unaudited)
| | | | | |
Agency securities(continued) | | | | | | |
FHLMC Series 5201 Class CA | | | | | | |
FHLMC Series 5201 Class MN | | | | | | |
FHLMC Series 5202 Class BH | | | | | | |
FHLMC Series 5202 Class KA | | | | | | |
FHLMC Series 5202 Class LA | | | | | | |
FHLMC Series 5202 Class TA | | | | | | |
FHLMC Series 5202 Class MB | | | | | | |
FHLMC Series 5206 Class CA | | | | | | |
FHLMC Series 5206 Class CD | | | | | | |
FHLMC Series 5207 Class PA | | | | | | |
FHLMC Series 5209 Class EA | | | | | | |
FHLMC Series 5209 Class EJ | | | | | | |
FHLMC Series 5210 Class DC | | | | | | |
FHLMC Series 5214 Class BY | | | | | | |
FHLMC Series 5217 Class CD | | | | | | |
FHLMC Series 5220 Class QK | | | | | | |
FHLMC Series 5228 Class TN | | | | | | |
FHLMC Series 5335 Class FB (30 Day Average U.S. SOFR+0.81%)± | | | | | | |
FHLMC Series 5338 Class FH (30 Day Average U.S. SOFR+0.41%)± | | | | | | |
FHLMC Series 5386 Class DM | | | | | | |
FHLMC Series 5396 Class HF (30 Day Average U.S. SOFR+0.95%)± | | | | | | |
FHLMC Series 5399 Class FB (30 Day Average U.S. SOFR+0.90%)± | | | | | | |
FHLMC Series 5410 Class JY | | | | | | |
FHLMC Series 5451 Class FD (30 Day Average U.S. SOFR+0.51%)± | | | | | | |
FHLMC Series 5452 Class KY | | | | | | |
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The accompanying notes are an integral part of these financial statements.
Allspring Core Bond Portfolio | 19
Portfolio of investments—October 31, 2024 (unaudited)
| | | | | |
Agency securities(continued) | | | | | | |
| | | | | | |
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| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
The accompanying notes are an integral part of these financial statements.
20 | Allspring Core Bond Portfolio
Portfolio of investments—October 31, 2024 (unaudited)
| | | | | |
Agency securities(continued) | | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
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| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
FNMA Interest STRIPS Series 414 Class A35 | | | | | | |
| | | | | | |
FNMA (30 Day Average U.S. SOFR+2.12%)± | | | | | | |
FNMA (30 Day Average U.S. SOFR+2.12%)± | | | | | | |
The accompanying notes are an integral part of these financial statements.
Allspring Core Bond Portfolio | 21
Portfolio of investments—October 31, 2024 (unaudited)
| | | | | |
Agency securities(continued) | | | | | | |
FNMA (30 Day Average U.S. SOFR+2.12%)± | | | | | | |
FNMA (30 Day Average U.S. SOFR+2.12%)± | | | | | | |
FNMA (30 Day Average U.S. SOFR+2.13%)± | | | | | | |
FNMA (30 Day Average U.S. SOFR+2.13%)± | | | | | | |
FNMA (30 Day Average U.S. SOFR+2.13%)± | | | | | | |
FNMA (30 Day Average U.S. SOFR+2.13%)± | | | | | | |
FNMA (30 Day Average U.S. SOFR+2.13%)± | | | | | | |
| | | | | | |
| | | | | | |
FNMA Series 2010-107 Class FB (30 Day Average U.S. SOFR+0.52%)± | | | | | | |
FNMA Series 2011-111 Class DB | | | | | | |
FNMA Series 2011-117 Class AF (30 Day Average U.S. SOFR+0.56%)± | | | | | | |
FNMA Series 2011-117 Class FA (30 Day Average U.S. SOFR+0.56%)± | | | | | | |
FNMA Series 2011-127 Class FC (30 Day Average U.S. SOFR+0.56%)± | | | | | | |
FNMA Series 2011-142 Class EF (30 Day Average U.S. SOFR+0.61%)± | | | | | | |
FNMA Series 2011-55 Class FH (30 Day Average U.S. SOFR+0.55%)± | | | | | | |
FNMA Series 2012-106 Class FA (30 Day Average U.S. SOFR+0.45%)± | | | | | | |
FNMA Series 2012-12 Class FA (30 Day Average U.S. SOFR+0.61%)± | | | | | | |
FNMA Series 2012-133 Class JF (30 Day Average U.S. SOFR+0.46%)± | | | | | | |
FNMA Series 2012-151 Class NX | | | | | | |
FNMA Series 2012-35 Class FL (30 Day Average U.S. SOFR+0.61%)± | | | | | | |
FNMA Series 2012-47 Class JF (30 Day Average U.S. SOFR+0.61%)± | | | | | | |
FNMA Series 2012-9 Class FA (30 Day Average U.S. SOFR+0.61%)± | | | | | | |
FNMA Series 2012-9 Class WF (30 Day Average U.S. SOFR+0.61%)± | | | | | | |
FNMA Series 2013-11 Class AP | | | | | | |
FNMA Series 2013-15 Class FA (30 Day Average U.S. SOFR+0.46%)± | | | | | | |
FNMA Series 2013-43 Class BP | | | | | | |
FNMA Series 2013-49 Class AP | | | | | | |
FNMA Series 2014-17 Class DY | | | | | | |
FNMA Series 2014-25 Class EL | | | | | | |
FNMA Series 2014-74 Class FC (30 Day Average U.S. SOFR+0.51%)± | | | | | | |
FNMA Series 2015-26 Class GF (30 Day Average U.S. SOFR+0.41%)± | | | | | | |
The accompanying notes are an integral part of these financial statements.
22 | Allspring Core Bond Portfolio
Portfolio of investments—October 31, 2024 (unaudited)
| | | | | |
Agency securities(continued) | | | | | | |
FNMA Series 2015-32 Class FA (30 Day Average U.S. SOFR+0.41%)± | | | | | | |
FNMA Series 2015-48 Class FB (30 Day Average U.S. SOFR+0.41%)± | | | | | | |
FNMA Series 2015-72 Class GL | | | | | | |
FNMA Series 2015-8 Class AP | | | | | | |
FNMA Series 2015-84 Class PA | | | | | | |
FNMA Series 2016-11 Class CF (30 Day Average U.S. SOFR+0.46%)± | | | | | | |
FNMA Series 2016-11 Class FG (30 Day Average U.S. SOFR+0.46%)± | | | | | | |
FNMA Series 2016-19 Class FD (30 Day Average U.S. SOFR+0.51%)± | | | | | | |
FNMA Series 2016-22 Class FA (30 Day Average U.S. SOFR+0.51%)± | | | | | | |
FNMA Series 2016-22 Class FG (30 Day Average U.S. SOFR+0.51%)± | | | | | | |
FNMA Series 2016-3 Class PL | | | | | | |
FNMA Series 2016-45 Class PB | | | | | | |
FNMA Series 2016-48 Class MA | | | | | | |
FNMA Series 2016-57 Class PC | | | | | | |
FNMA Series 2016-61 Class BF (30 Day Average U.S. SOFR+0.51%)± | | | | | | |
FNMA Series 2016-64 Class BC | | | | | | |
FNMA Series 2016-69 Class BF (30 Day Average U.S. SOFR+0.51%)± | | | | | | |
FNMA Series 2016-75 Class FE (30 Day Average U.S. SOFR+0.51%)± | | | | | | |
FNMA Series 2016-78 Class FA (30 Day Average U.S. SOFR+0.51%)± | | | | | | |
FNMA Series 2016-79 Class FH (30 Day Average U.S. SOFR+0.51%)± | | | | | | |
FNMA Series 2016-82 Class FE (30 Day Average U.S. SOFR+0.51%)± | | | | | | |
FNMA Series 2016-82 Class FH (30 Day Average U.S. SOFR+0.51%)± | | | | | | |
FNMA Series 2016-84 Class FB (30 Day Average U.S. SOFR+0.51%)± | | | | | | |
FNMA Series 2016-86 Class FE (30 Day Average U.S. SOFR+0.51%)± | | | | | | |
FNMA Series 2016-88 Class CF (30 Day Average U.S. SOFR+0.56%)± | | | | | | |
FNMA Series 2016-91 Class AF (30 Day Average U.S. SOFR+0.51%)± | | | | | | |
FNMA Series 2017-11 Class FA (30 Day Average U.S. SOFR+0.51%)± | | | | | | |
FNMA Series 2017-113 Class FB (30 Day Average U.S. SOFR+0.36%)± | | | | | | |
The accompanying notes are an integral part of these financial statements.
Allspring Core Bond Portfolio | 23
Portfolio of investments—October 31, 2024 (unaudited)
| | | | | |
Agency securities(continued) | | | | | | |
FNMA Series 2017-12 Class FD (30 Day Average U.S. SOFR+0.51%)± | | | | | | |
FNMA Series 2017-13 Class PA | | | | | | |
FNMA Series 2017-23 Class FA (30 Day Average U.S. SOFR+0.51%)± | | | | | | |
FNMA Series 2017-24 Class PG | | | | | | |
FNMA Series 2017-26 Class FA (30 Day Average U.S. SOFR+0.46%)± | | | | | | |
FNMA Series 2017-35 Class MC | | | | | | |
FNMA Series 2017-82 Class FE (30 Day Average U.S. SOFR+0.36%)± | | | | | | |
FNMA Series 2017-9 Class BF (30 Day Average U.S. SOFR+0.51%)± | | | | | | |
FNMA Series 2017-9 Class DF (30 Day Average U.S. SOFR+0.51%)± | | | | | | |
FNMA Series 2017-9 Class EF (30 Day Average U.S. SOFR+0.51%)± | | | | | | |
FNMA Series 2017-96 Class FB (30 Day Average U.S. SOFR+0.41%)± | | | | | | |
FNMA Series 2018-1 Class FA (30 Day Average U.S. SOFR+0.36%)± | | | | | | |
FNMA Series 2018-14 Class KC | | | | | | |
FNMA Series 2018-36 Class FD (30 Day Average U.S. SOFR+0.36%)± | | | | | | |
FNMA Series 2018-38 Class MA | | | | | | |
FNMA Series 2018-45 Class TM | | | | | | |
FNMA Series 2018-55 Class GA | | | | | | |
FNMA Series 2018-64 Class A | | | | | | |
FNMA Series 2018-8 Class KL | | | | | | |
FNMA Series 2018-85 Class EA | | | | | | |
FNMA Series 2018-86 Class AF (30 Day Average U.S. SOFR+0.41%)± | | | | | | |
FNMA Series 2019-13 Class PE | | | | | | |
FNMA Series 2019-15 Class FA (30 Day Average U.S. SOFR+0.61%)± | | | | | | |
FNMA Series 2019-25 Class PA | | | | | | |
FNMA Series 2019-41 Class FG (30 Day Average U.S. SOFR+0.61%)± | | | | | | |
FNMA Series 2019-43 Class FC (30 Day Average U.S. SOFR+0.51%)± | | | | | | |
FNMA Series 2019-67 Class FB (30 Day Average U.S. SOFR+0.56%)± | | | | | | |
FNMA Series 2019-81 Class LH | | | | | | |
FNMA Series 2020-45 Class JL | | | | | | |
FNMA Series 2020-48 Class AB | | | | | | |
FNMA Series 2020-48 Class DA | | | | | | |
FNMA Series 2020-57 Class LJ | | | | | | |
FNMA Series 2020-59 Class NC | | | | | | |
The accompanying notes are an integral part of these financial statements.
24 | Allspring Core Bond Portfolio
Portfolio of investments—October 31, 2024 (unaudited)
| | | | | |
Agency securities(continued) | | | | | | |
FNMA Series 2020-70 Class AD | | | | | | |
FNMA Series 2021-22 Class MN | | | | | | |
FNMA Series 2021-27 Class EC | | | | | | |
FNMA Series 2021-33 Class AV | | | | | | |
FNMA Series 2021-40 Class DW | | | | | | |
FNMA Series 2021-42 Class AC | | | | | | |
FNMA Series 2021-42 Class DC | | | | | | |
FNMA Series 2021-73 Class DJ | | | | | | |
FNMA Series 2021-76 Class KB | | | | | | |
FNMA Series 2021-78 Class ND | | | | | | |
FNMA Series 2021-86 Class MA | | | | | | |
FNMA Series 2021-91 Class AB | | | | | | |
FNMA Series 2021-95 Class CP | | | | | | |
FNMA Series 2022-11 Class D | | | | | | |
FNMA Series 2022-18 Class DL | | | | | | |
FNMA Series 2022-3 Class N | | | | | | |
FNMA Series 2022-4 Class MH | | | | | | |
FNMA Series 2022-49 Class NQ | | | | | | |
FNMA Series 2022-62 Class KA | | | | | | |
FNMA Series 2022-89 Class AY | | | | | | |
FNMA Series 2022-9 Class DJ | | | | | | |
FNMA Series 2023-14 Class EJ | | | | | | |
FNMA Series 2023-37 Class FH (30 Day Average U.S. SOFR+0.51%)± | | | | | | |
FNMA Series 2023-38 Class FC (30 Day Average U.S. SOFR+0.66%)± | | | | | | |
FNMA Series 2023-38 Class FD (30 Day Average U.S. SOFR+0.86%)± | | | | | | |
FNMA Series 2024-64 Class KY | | | | | | |
| | | | | | |
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| | | | | | |
| | | | | | |
| | | | | | |
GNMA Series 2010-163 Class NC | | | | | | |
GNMA Series 2013-152 Class HA | | | | | | |
GNMA Series 2014-133 Class BP | | | | | | |
GNMA Series 2014-146 Class QA | | | | | | |
GNMA Series 2014-149 Class KP | | | | | | |
The accompanying notes are an integral part of these financial statements.
Allspring Core Bond Portfolio | 25
Portfolio of investments—October 31, 2024 (unaudited)
| | | | | |
Agency securities(continued) | | | | | | |
GNMA Series 2014-181 Class L | | | | | | |
GNMA Series 2015-144 Class CA | | | | | | |
GNMA Series 2016-136 Class A | | | | | | |
GNMA Series 2016-93 Class AB | | | | | | |
GNMA Series 2016-99 Class TL | | | | | | |
GNMA Series 2017-139 Class GA | | | | | | |
GNMA Series 2017-167 Class BQ | | | | | | |
GNMA Series 2018-65 Class DC | | | | | | |
GNMA Series 2020-133 Class GA | | | | | | |
GNMA Series 2020-138 Class LE | | | | | | |
GNMA Series 2021-135 Class A | | | | | | |
GNMA Series 2021-160 Class NE | | | | | | |
GNMA Series 2021-215 Class GA | | | | | | |
GNMA Series 2021-227 Class E | | | | | | |
GNMA Series 2021-24 Class BC | | | | | | |
GNMA Series 2021-27 Class BD | | | | | | |
GNMA Series 2021-27 Class CW±± | | | | | | |
GNMA Series 2021-27 Class NT | | | | | | |
GNMA Series 2021-27 Class Q | | | | | | |
GNMA Series 2021-8 Class CY | | | | | | |
GNMA Series 2021-89 Class LK | | | | | | |
GNMA Series 2021-97 Class QK | | | | | | |
GNMA Series 2022-107 Class C | | | | | | |
GNMA Series 2022-153 Class KA | | | | | | |
GNMA Series 2022-191 Class B | | | | | | |
GNMA Series 2022-191 Class BY | | | | | | |
GNMA Series 2022-197 Class LF (30 Day Average U.S. SOFR+0.70%)± | | | | | | |
GNMA Series 2022-205 Class A | | | | | | |
GNMA Series 2022-24 Class AH | | | | | | |
GNMA Series 2022-31 Class GH | | | | | | |
GNMA Series 2022-34 Class DN | | | | | | |
GNMA Series 2022-5 Class BA | | | | | | |
GNMA Series 2022-50 Class CA | | | | | | |
GNMA Series 2022-66 Class CG | | | | | | |
GNMA Series 2022-78 Class HW | | | | | | |
GNMA Series 2022-84 Class A | | | | | | |
GNMA Series 2022-9 Class GA | | | | | | |
GNMA Series 2023-196 Class E | | | | | | |
GNMA Series 2023-81 Class YJ | | | | | | |
GNMA Series 2024-110 Class JC | | | | | | |
GNMA Series 2024-4 Class JA | | | | | | |
GNMA Series 2024-45 Class BD | | | | | | |
Total agency securities (Cost $2,412,030,543) | | | | | | |
Asset-backed securities: 8.01% | | | | | | |
Ally Auto Receivables Trust Series 2022-3 Class A4 | | | | | | |
Ally Auto Receivables Trust Series 2024-2 Class A3 | | | | | | |
The accompanying notes are an integral part of these financial statements.
26 | Allspring Core Bond Portfolio
Portfolio of investments—October 31, 2024 (unaudited)
| | | | | |
Asset-backed securities(continued) | | | | | | |
Ally Auto Receivables Trust Series 2024-2 Class A4 | | | | | | |
American Express Credit Account Master Trust Series 2023-4 Class A | | | | | | |
American Express Credit Account Master Trust Series 2024-2 Class A | | | | | | |
AmeriCredit Automobile Receivables Trust Series 2022-2 Class A3 | | | | | | |
AmeriCredit Automobile Receivables Trust Series 2023-1 Class A3 | | | | | | |
AmeriCredit Automobile Receivables Trust Series 2023-2 Class A3 | | | | | | |
BA Credit Card Trust Series 2023-A2 Class A2 | | | | | | |
BA Credit Card Trust Series 2024-A1 Class A | | | | | | |
Chase Auto Owner Trust Series 2022-AA Class A4144A | | | | | | |
College Avenue Student Loans LLC Series 2017-A Class A1 (U.S. SOFR 1 Month+1.76%)144A± | | | | | | |
College Avenue Student Loans LLC Series 2018-A Class A2144A | | | | | | |
College Avenue Student Loans LLC Series 2019-A Class A2144A | | | | | | |
Discover Card Execution Note Trust Series 2023-A1 Class A | | | | | | |
Discover Card Execution Note Trust Series 2023-A2 Class A | | | | | | |
Ford Credit Auto Lease Trust Series 2024-A Class A4 | | | | | | |
Ford Credit Auto Owner Trust Series 2022-D Class A4 | | | | | | |
Ford Credit Auto Owner Trust Series 2023-A Class A3 | | | | | | |
Ford Credit Auto Owner Trust Series 2024-1 Class A144Aøø | | | | | | |
Ford Credit Floorplan Master Owner Trust A Series 2024-3 Class A1144A | | | | | | |
Ford Credit Floorplan Master Owner Trust A Series 2024-4 Class A144A | | | | | | |
GM Financial Automobile Leasing Trust Series 2023-2 Class A4 | | | | | | |
GM Financial Automobile Leasing Trust Series 2023-3 Class A4 | | | | | | |
GM Financial Consumer Automobile Receivables Trust Series 2022-4 Class A3 | | | | | | |
GM Financial Revolving Receivables Trust Series 2024-1 Class A144A | | | | | | |
GM Financial Revolving Receivables Trust Series 2024-2 Class A144A | | | | | | |
Honda Auto Receivables Owner Trust Series 2024-2 Class A3 | | | | | | |
Hyundai Auto Lease Securitization Trust Series 2023-B Class A4144A | | | | | | |
Hyundai Auto Lease Securitization Trust Series 2023-C Class A4144A | | | | | | |
Hyundai Auto Lease Securitization Trust Series 2024-C Class A3144A | | | | | | |
Hyundai Auto Lease Securitization Trust Series 2024-C Class A4144A | | | | | | |
Hyundai Auto Receivables Trust Series 2021-C Class A4 | | | | | | |
Hyundai Auto Receivables Trust Series 2022-A Class A3 | | | | | | |
Hyundai Auto Receivables Trust Series 2022-A Class A4 | | | | | | |
Hyundai Auto Receivables Trust Series 2023-A Class A4 | | | | | | |
Hyundai Auto Receivables Trust Series 2023-B Class A3 | | | | | | |
Mercedes-Benz Auto Receivables Trust Series 2022-1 Class A4 | | | | | | |
The accompanying notes are an integral part of these financial statements.
Allspring Core Bond Portfolio | 27
Portfolio of investments—October 31, 2024 (unaudited)
| | | | | |
Asset-backed securities(continued) | | | | | | |
Navient Private Education Loan Trust Series 2014-AA Class A3 (U.S. SOFR 1 Month+1.71%)144A± | | | | | | |
Navient Private Education Loan Trust Series 2016-AA Class A2B (U.S. SOFR 1 Month+2.26%)144A± | | | | | | |
Navient Private Education Refinance Loan Trust Series 2018-DA Class A2A144A | | | | | | |
Navient Private Education Refinance Loan Trust Series 2019-A Class A2A144A | | | | | | |
Navient Private Education Refinance Loan Trust Series 2019-CA Class A2144A | | | | | | |
Navient Private Education Refinance Loan Trust Series 2019-D Class A2A144A | | | | | | |
Navient Private Education Refinance Loan Trust Series 2019-FA Class A2144A | | | | | | |
Navient Private Education Refinance Loan Trust Series 2020-GA Class A144A | | | | | | |
Navient Private Education Refinance Loan Trust Series 2021-BA Class A144A | | | | | | |
Navient Private Education Refinance Loan Trust Series 2021-CA Class A144A | | | | | | |
Navient Private Education Refinance Loan Trust Series 2021-EA Class A144A | | | | | | |
Navient Private Education Refinance Loan Trust Series 2021-FA Class A144A | | | | | | |
Navient Private Education Refinance Loan Trust Series 2022-A Class A144A | | | | | | |
Navient Student Loan Trust Series 2021-3A Class A1A144A | | | | | | |
Nelnet Student Loan Trust Series 2004-3 Class A5 (90 Day Average U.S. SOFR+0.44%)± | | | | | | |
Nelnet Student Loan Trust Series 2004-4 Class A5 (90 Day Average U.S. SOFR+0.42%)± | | | | | | |
Nelnet Student Loan Trust Series 2005-1 Class A5 (90 Day Average U.S. SOFR+0.37%)± | | | | | | |
Nelnet Student Loan Trust Series 2005-2 Class A5 (90 Day Average U.S. SOFR+0.36%)± | | | | | | |
Nelnet Student Loan Trust Series 2005-3 Class A5 (90 Day Average U.S. SOFR+0.38%)± | | | | | | |
Nelnet Student Loan Trust Series 2005-4 Class A4 (90 Day Average U.S. SOFR+0.44%)± | | | | | | |
Nissan Auto Lease Trust Series 2023-B Class A4 | | | | | | |
Nissan Auto Receivables Owner Trust Series 2022-B Class A4 | | | | | | |
Nissan Auto Receivables Owner Trust Series 2024-A Class A3 | | | | | | |
PenFed Auto Receivables Owner Trust Series 2022-A Class A3144A | | | | | | |
PenFed Auto Receivables Owner Trust Series 2022-A Class A4144A | | | | | | |
Santander Drive Auto Receivables Trust Series 2022-4 Class A3 | | | | | | |
Santander Drive Auto Receivables Trust Series 2022-7 Class A3 | | | | | | |
Santander Drive Auto Receivables Trust Series 2024-3 Class A3 | | | | | | |
The accompanying notes are an integral part of these financial statements.
28 | Allspring Core Bond Portfolio
Portfolio of investments—October 31, 2024 (unaudited)
| | | | | |
Asset-backed securities(continued) | | | | | | |
Santander Drive Auto Receivables Trust Series 2024-4 Class A3 | | | | | | |
SBNA Auto Lease Trust Series 2024-C Class A4144A | | | | | | |
SBNA Auto Lease Trust Series 2024-C Class A3144A | | | | | | |
SBNA Auto Receivables Trust Series 2024-A Class A4144A | | | | | | |
SBNA Auto Receivables Trust Series 2024-A Class A3144A | | | | | | |
SFS Auto Receivables Securitization Trust Series 2024-1A Class A4144A | | | | | | |
SFS Auto Receivables Securitization Trust Series 2024-1A Class A3144A | | | | | | |
SFS Auto Receivables Securitization Trust Series 2024-2A Class A3144A | | | | | | |
SMB Private Education Loan Trust Series 2016-B Class A2A144A | | | | | | |
SMB Private Education Loan Trust Series 2016-C Class A2B (U.S. SOFR 1 Month+1.21%)144A± | | | | | | |
SMB Private Education Loan Trust Series 2021-A Class APT1144A | | | | | | |
SoFi Professional Loan Program LLC Series 2017-D Class A2FX144A | | | | | | |
SoFi Professional Loan Program LLC Series 2020-C Class AFX144A | | | | | | |
SoFi Professional Loan Program LLC Series 2021-B Class AFX144A | | | | | | |
Synchrony Card Funding LLC Series 2023-A1 Class A | | | | | | |
T-Mobile U.S. Trust Series 2022-1A Class A144A | | | | | | |
T-Mobile U.S. Trust Series 2024-1A Class A144A | | | | | | |
T-Mobile U.S. Trust Series 2024-2A Class A144A | | | | | | |
Toyota Auto Loan Extended Note Trust Series 2024-1A Class A144A | | | | | | |
Toyota Auto Receivables Owner Trust Series 2022-D Class A4 | | | | | | |
Toyota Auto Receivables Owner Trust Series 2023-B Class A3 | | | | | | |
Toyota Auto Receivables Owner Trust Series 2023-C Class A3 | | | | | | |
Verizon Master Trust Series 2022-4 Class A | | | | | | |
Verizon Master Trust Series 2022-6 Class A | | | | | | |
Verizon Master Trust Series 2023-1 Class A | | | | | | |
Verizon Master Trust Series 2023-2 Class A | | | | | | |
Verizon Master Trust Series 2023-4 Class A1A | | | | | | |
Verizon Master Trust Series 2024-1 Class A1A | | | | | | |
Verizon Master Trust Series 2024-6 Class A1A | | | | | | |
Verizon Master Trust Series 2024-7 Class A144A | | | | | | |
Volkswagen Auto Loan Enhanced Trust Series 2023-1 Class A3 | | | | | | |
WF Card Issuance Trust Series 2024-A1 Class A | | | | | | |
WF Card Issuance Trust Series 2024-A2 Class A | | | | | | |
World Financial Network Credit Card Master Note Trust Series 2024-B Class A | | | | | | |
World Financial Network Credit Card Master Trust Series 2024-A Class A | | | | | | |
World Omni Select Auto Trust Series 2023-A Class A2A | | | | | | |
Total asset-backed securities (Cost $425,252,399) | | | | | | |
The accompanying notes are an integral part of these financial statements.
Allspring Core Bond Portfolio | 29
Portfolio of investments—October 31, 2024 (unaudited)
| | | | | |
Corporate bonds and notes: 21.58% | | | | | | |
| | | | | | |
| | | | | | |
Celanese U.S. Holdings LLC | | | | | | |
Celanese U.S. Holdings LLC | | | | | | |
LYB International Finance III LLC | | | | | | |
LYB International Finance III LLC | | | | | | |
LYB International Finance III LLC | | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
Newmont Corp./Newcrest Finance Pty. Ltd. | | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
Charter Communications Operating LLC/Charter Communications Operating Capital | | | | | | |
Charter Communications Operating LLC/Charter Communications Operating Capital | | | | | | |
Charter Communications Operating LLC/Charter Communications Operating Capital | | | | | | |
Charter Communications Operating LLC/Charter Communications Operating Capital | | | | | | |
Charter Communications Operating LLC/Charter Communications Operating Capital | | | | | | |
Charter Communications Operating LLC/Charter Communications Operating Capital | | | | | | |
Charter Communications Operating LLC/Charter Communications Operating Capital | | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
The accompanying notes are an integral part of these financial statements.
30 | Allspring Core Bond Portfolio
Portfolio of investments—October 31, 2024 (unaudited)
| | | | | |
Telecommunications: 0.24% | | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
Verizon Communications, Inc. | | | | | | |
| | | | | | |
Consumer, cyclical: 1.50% | | | | | | |
| | | | | | |
Delta Air Lines, Inc./SkyMiles IP Ltd.144A | | | | | | |
Auto manufacturers: 0.99% | | | | | | |
American Honda Finance Corp. | | | | | | |
Ford Motor Credit Co. LLC | | | | | | |
Ford Motor Credit Co. LLC | | | | | | |
General Motors Financial Co., Inc. | | | | | | |
General Motors Financial Co., Inc. | | | | | | |
Hyundai Capital America144A | | | | | | |
Hyundai Capital America144A | | | | | | |
Hyundai Capital America144A%% | | | | | | |
Hyundai Capital America144A | | | | | | |
| | | | | | |
| | | | | | |
Warnermedia Holdings, Inc. | | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
McDonald’s Corp. Series I | | | | | | |
| | | | | | |
Consumer, non-cyclical: 3.80% | | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
Philip Morris International, Inc. | | | | | | |
The accompanying notes are an integral part of these financial statements.
Allspring Core Bond Portfolio | 31
Portfolio of investments—October 31, 2024 (unaudited)
| | | | | |
| | | | | | |
Philip Morris International, Inc. | | | | | | |
Philip Morris International, Inc. | | | | | | |
Philip Morris International, Inc. | | | | | | |
Philip Morris International, Inc. | | | | | | |
| | | | | | |
| | | | | | |
Anheuser-Busch Cos. LLC/Anheuser-Busch InBev Worldwide, Inc. | | | | | | |
Anheuser-Busch InBev Worldwide, Inc. | | | | | | |
Anheuser-Busch InBev Worldwide, Inc. | | | | | | |
Anheuser-Busch InBev Worldwide, Inc. | | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
Cosmetics/Personal Care: 0.04% | | | | | | |
| | | | | | |
Healthcare-products: 0.11% | | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
Healthcare-services: 0.96% | | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
The accompanying notes are an integral part of these financial statements.
32 | Allspring Core Bond Portfolio
Portfolio of investments—October 31, 2024 (unaudited)
| | | | | |
Healthcare-services(continued) | | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
Enterprise Products Operating LLC | | | | | | |
Enterprise Products Operating LLC | | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
The accompanying notes are an integral part of these financial statements.
Allspring Core Bond Portfolio | 33
Portfolio of investments—October 31, 2024 (unaudited)
| | | | | |
| | | | | | |
| | | | | | |
Bank of America Corp. (U.S. SOFR+0.96%)± | | | | | | |
Bank of America Corp. (U.S. SOFR+1.74%)± | | | | | | |
Bank of America Corp. (U.S. SOFR 3 Month+1.30%)± | | | | | | |
| | | | | | |
Citigroup, Inc. (U.S. SOFR+1.34%)± | | | | | | |
Citigroup, Inc. (U.S. SOFR+2.06%)± | | | | | | |
Citigroup, Inc. (U.S. SOFR+2.66%)± | | | | | | |
Citizens Financial Group, Inc. (U.S. SOFR+1.91%)± | | | | | | |
Goldman Sachs Bank USA (U.S. SOFR+0.75%)± | | | | | | |
Goldman Sachs Bank USA (U.S. SOFR+0.78%)± | | | | | | |
Goldman Sachs Group, Inc. (U.S. SOFR+1.14%)± | | | | | | |
Goldman Sachs Group, Inc. (U.S. SOFR+1.21%)± | | | | | | |
Goldman Sachs Group, Inc. (U.S. SOFR+1.42%)± | | | | | | |
Goldman Sachs Group, Inc. (U.S. SOFR+1.55%)± | | | | | | |
JPMorgan Chase & Co. (U.S. SOFR+0.86%)± | | | | | | |
JPMorgan Chase & Co. (U.S. SOFR+0.93%)± | | | | | | |
JPMorgan Chase & Co. (U.S. SOFR+0.93%)± | | | | | | |
JPMorgan Chase & Co. (U.S. SOFR+1.04%)± | | | | | | |
JPMorgan Chase & Co. (U.S. SOFR+1.34%)± | | | | | | |
JPMorgan Chase & Co. (U.S. SOFR+1.46%)± | | | | | | |
Morgan Stanley Bank NA (U.S. SOFR+0.93%)± | | | | | | |
Morgan Stanley Bank NA (U.S. SOFR+1.08%)± | | | | | | |
Morgan Stanley (U.S. SOFR+1.10%)± | | | | | | |
Morgan Stanley (U.S. SOFR+1.22%)± | | | | | | |
Morgan Stanley (U.S. SOFR+1.56%)± | | | | | | |
Morgan Stanley (U.S. SOFR+1.58%)± | | | | | | |
Morgan Stanley (U.S. SOFR+1.59%)± | | | | | | |
Morgan Stanley (U.S. SOFR+1.63%)± | | | | | | |
Morgan Stanley (U.S. SOFR+1.73%)± | | | | | | |
PNC Financial Services Group, Inc. (U.S. SOFR+1.26%)± | | | | | | |
Santander Holdings USA, Inc. (U.S. SOFR+1.94%)± | | | | | | |
Santander Holdings USA, Inc. (U.S. SOFR+2.14%)± | | | | | | |
Truist Financial Corp. (U.S. SOFR+1.92%)± | | | | | | |
Wells Fargo & Co. (U.S. SOFR+1.07%)± | | | | | | |
Wells Fargo & Co. (U.S. SOFR+1.50%)± | | | | | | |
Wells Fargo & Co. (U.S. SOFR+1.74%)± | | | | | | |
Wells Fargo & Co. (U.S. SOFR+1.79%)± | | | | | | |
Wells Fargo & Co. (U.S. SOFR+2.10%)± | | | | | | |
| | | | | | |
Diversified financial services: 0.63% | | | | | | |
Apollo Global Management, Inc. | | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
Capital One Financial Corp. (U.S. SOFR+1.56%)± | | | | | | |
Capital One Financial Corp. (U.S. SOFR+1.99%)± | | | | | | |
The accompanying notes are an integral part of these financial statements.
34 | Allspring Core Bond Portfolio
Portfolio of investments—October 31, 2024 (unaudited)
| | | | | |
Diversified financial services(continued) | | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
Investment Companies: 0.16% | | | | | | |
| | | | | | |
Ares Strategic Income Fund144A | | | | | | |
Golub Capital Private Credit Fund144A | | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
Brixmor Operating Partnership LP | | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
Invitation Homes Operating Partnership LP | | | | | | |
Invitation Homes Operating Partnership LP | | | | | | |
Invitation Homes Operating Partnership LP | | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
Sun Communities Operating LP | | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
The accompanying notes are an integral part of these financial statements.
Allspring Core Bond Portfolio | 35
Portfolio of investments—October 31, 2024 (unaudited)
| | | | | |
Aerospace/defense(continued) | | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
Building materials: 0.02% | | | | | | |
| | | | | | |
Environmental control: 0.19% | | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
Machinery-construction & mining: 0.36% | | | | | | |
Caterpillar Financial Services Corp. | | | | | | |
Caterpillar Financial Services Corp. | | | | | | |
Caterpillar Financial Services Corp. | | | | | | |
Caterpillar Financial Services Corp. | | | | | | |
Caterpillar Financial Services Corp. | | | | | | |
| | | | | | |
Machinery-diversified: 0.83% | | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
John Deere Capital Corp. Series 1 | | | | | | |
| | | | | | |
Packaging & containers: 0.04% | | | | | | |
| | | | | | |
| | | | | | |
Burlington Northern Santa Fe LLC | | | | | | |
Burlington Northern Santa Fe LLC | | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
The accompanying notes are an integral part of these financial statements.
36 | Allspring Core Bond Portfolio
Portfolio of investments—October 31, 2024 (unaudited)
| | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
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| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
Cadence Design Systems, Inc. | | | | | | |
Cadence Design Systems, Inc. | | | | | | |
Cadence Design Systems, Inc. | | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
American Transmission Systems, Inc.144A | | | | | | |
Baltimore Gas & Electric Co. | | | | | | |
CenterPoint Energy Houston Electric LLC Series AH | | | | | | |
The accompanying notes are an integral part of these financial statements.
Allspring Core Bond Portfolio | 37
Portfolio of investments—October 31, 2024 (unaudited)
| | | | | |
| | | | | | |
Consolidated Edison Co. of New York, Inc. | | | | | | |
Consolidated Edison Co. of New York, Inc. | | | | | | |
Consolidated Edison Co. of New York, Inc. | | | | | | |
Consolidated Edison Co. of New York, Inc. | | | | | | |
| | | | | | |
| | | | | | |
DTE Electric Co. Series B | | | | | | |
| | | | | | |
Duke Energy Carolinas LLC | | | | | | |
Duke Energy Carolinas LLC | | | | | | |
Duke Energy Carolinas LLC | | | | | | |
Duke Energy Carolinas LLC | | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
FirstEnergy Pennsylvania Electric Co.144A | | | | | | |
FirstEnergy Pennsylvania Electric Co.144A | | | | | | |
FirstEnergy Pennsylvania Electric Co.144A | | | | | | |
FirstEnergy Pennsylvania Electric Co.144A | | | | | | |
Jersey Central Power & Light Co.144A | | | | | | |
| | | | | | |
Mississippi Power Co. Series 12-A | | | | | | |
Mississippi Power Co. Series B | | | | | | |
Northern States Power Co. | | | | | | |
| | | | | | |
Oncor Electric Delivery Co. LLC144A | | | | | | |
Pacific Gas & Electric Co. | | | | | | |
Pacific Gas & Electric Co. | | | | | | |
Pacific Gas & Electric Co. | | | | | | |
Pacific Gas & Electric Co. | | | | | | |
Pacific Gas & Electric Co. | | | | | | |
| | | | | | |
PPL Capital Funding, Inc. | | | | | | |
Public Service Co. of Oklahoma Series K | | | | | | |
Public Service Electric & Gas Co. | | | | | | |
Public Service Electric & Gas Co. | | | | | | |
Public Service Electric & Gas Co. | | | | | | |
Public Service Enterprise Group, Inc. | | | | | | |
Southern California Edison Co. Series C | | | | | | |
Virginia Electric & Power Co. | | | | | | |
Virginia Electric & Power Co. | | | | | | |
Virginia Electric & Power Co. | | | | | | |
| | | | | | |
Total corporate bonds and notes (Cost $1,151,434,826) | | | | | | |
The accompanying notes are an integral part of these financial statements.
38 | Allspring Core Bond Portfolio
Portfolio of investments—October 31, 2024 (unaudited)
| | | | | |
Municipal obligations: 0.30% | | | | | | |
| | | | | | |
| | | | | | |
County of Clark Department of Aviation Series C | | | | | | |
| | | | | | |
| | | | | | |
Port Authority of New York & New Jersey | | | | | | |
| | | | | | |
| | | | | | |
Ohio State University Series A | | | | | | |
| | | | | | |
| | | | | | |
Board of Regents of the University of Texas System Series B | | | | | | |
Transportation revenue: 0.08% | | | | | | |
North Texas Tollway Authority Series B | | | | | | |
| | | | | | |
Total municipal obligations (Cost $17,109,766) | | | | | | |
Non-agency mortgage-backed securities: 1.45% | | | | | | |
Angel Oak Mortgage Trust Series 2020-2 Class A1A144A±± | | | | | | |
Angel Oak Mortgage Trust Series 2020-5 Class A1144A±± | | | | | | |
Angel Oak Mortgage Trust Series 2021-6 Class A1144A±± | | | | | | |
BBCMS Mortgage Trust Series 2018-C2 Class ASB | | | | | | |
Benchmark Mortgage Trust Series 2024-V9 Class A3 | | | | | | |
BMO Mortgage Trust Series 2024-5C4 Class A3±± | | | | | | |
Bunker Hill Loan Depositary Trust Series 2019-2 Class A1144A±± | | | | | | |
Bunker Hill Loan Depositary Trust Series 2019-3 Class A1144A±± | | | | | | |
BX Commercial Mortgage Trust Series 2021-VOLT Class A (U.S. SOFR 1 Month+0.81%)144A± | | | | | | |
CFCRE Commercial Mortgage Trust Series 2017-C8 Class ASB | | | | | | |
COLT Mortgage Loan Trust Series 2021-2 Class A1144A±± | | | | | | |
COLT Mortgage Loan Trust Series 2021-4 Class A1144A±± | | | | | | |
COMM Mortgage Trust Series 2015-LC23 Class A3 | | | | | | |
GS Mortgage Securities Trust Series 2015-GC32 Class A3 | | | | | | |
GS Mortgage Securities Trust Series 2020-GSA2 Class A4 | | | | | | |
Impact Funding Affordable Multifamily Housing Mortgage Loan Trust Series 2010-1 Class A1144A | | | | | | |
JP Morgan Chase Commercial Mortgage Securities Trust Series 2016-JP4 Class A3 | | | | | | |
JPMBB Commercial Mortgage Securities Trust Series 2015-C28 Class A3 | | | | | | |
JPMBB Commercial Mortgage Securities Trust Series 2015-C30 Class A5 | | | | | | |
MFA Trust Series 2021-NQM2 Class A1144A±± | | | | | | |
Morgan Stanley Capital I Trust Series 2020-HR8 Class A3 | | | | | | |
The accompanying notes are an integral part of these financial statements.
Allspring Core Bond Portfolio | 39
Portfolio of investments—October 31, 2024 (unaudited)
| | | | | |
Non-agency mortgage-backed securities(continued) | | | | | | |
New Residential Mortgage Loan Trust Series 2019-NQM4 Class A1144A±± | | | | | | |
STAR Trust Series 2021-1 Class A1144A±± | | | | | | |
Starwood Mortgage Residential Trust Series 2020-1 Class A1144A±± | | | | | | |
Starwood Mortgage Residential Trust Series 2020-3 Class A1144A±± | | | | | | |
Starwood Mortgage Residential Trust Series 2020-INV1 Class A1144A±± | | | | | | |
Starwood Mortgage Residential Trust Series 2021-4 Class A1144A±± | | | | | | |
Verus Securitization Trust Series 2019-INV3 Class A1144A±± | | | | | | |
Verus Securitization Trust Series 2021-1 Class A1144A±± | | | | | | |
Verus Securitization Trust Series 2021-2 Class A1144A±± | | | | | | |
Verus Securitization Trust Series 2021-3 Class A1144A±± | | | | | | |
Verus Securitization Trust Series 2021-4 Class A1144A±± | | | | | | |
Verus Securitization Trust Series 2021-5 Class A1144A±± | | | | | | |
Verus Securitization Trust Series 2021-7 Class A1144A±± | | | | | | |
Verus Securitization Trust Series 2021-8 Class A1144A±± | | | | | | |
Verus Securitization Trust Series 2021-R1 Class A1144A±± | | | | | | |
Verus Securitization Trust Series 2021-R3 Class A1144A±± | | | | | | |
Visio Trust Series 2020-1R Class A1144A | | | | | | |
Total non-agency mortgage-backed securities (Cost $82,808,293) | | | | | | |
U.S. Treasury securities: 24.79% | | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
The accompanying notes are an integral part of these financial statements.
40 | Allspring Core Bond Portfolio
Portfolio of investments—October 31, 2024 (unaudited)
| | | | | |
U.S. Treasury securities(continued) | | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
Total U.S. Treasury securities (Cost $1,329,194,567) | | | | | | |
Yankee corporate bonds and notes: 3.18% | | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
Consumer, non-cyclical: 0.62% | | | | | | |
Commercial services: 0.02% | | | | | | |
Adani International Container Terminal Pvt Ltd.144A | | | | | | |
| | | | | | |
JBS USA Holding Lux SARL/ JBS USA Food Co./ JBS Lux Co. SARL | | | | | | |
JBS USA Holding Lux SARL/ JBS USA Food Co./ JBS Lux Co. SARL | | | | | | |
JBS USA Holding Lux SARL/ JBS USA Food Co./ JBS Lux Co. SARL | | | | | | |
JBS USA Holding Lux SARL/ JBS USA Food Co./ JBS Lux Co. SARL144A | | | | | | |
JBS USA Holding Lux SARL/JBS USA Food Co./JBS Lux Co. SARL | | | | | | |
| | | | | | |
Healthcare-products: 0.08% | | | | | | |
DH Europe Finance II SARL | | | | | | |
| | | | | | |
| | | | | | |
Pfizer Investment Enterprises Pte. Ltd. | | | | | | |
The accompanying notes are an integral part of these financial statements.
Allspring Core Bond Portfolio | 41
Portfolio of investments—October 31, 2024 (unaudited)
| | | | | |
Pharmaceuticals(continued) | | | | | | |
Pfizer Investment Enterprises Pte. Ltd. | | | | | | |
Pfizer Investment Enterprises Pte. Ltd. | | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
Galaxy Pipeline Assets Bidco Ltd.144A | | | | | | |
Galaxy Pipeline Assets Bidco Ltd.144A | | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
Banco Bilbao Vizcaya Argentaria SA (1 Year Treasury Constant Maturity+1.95%)± | | | | | | |
Banco Bilbao Vizcaya Argentaria SA (1 Year Treasury Constant Maturity+3.30%)± | | | | | | |
| | | | | | |
Banco Santander SA (1 Year Treasury Constant Maturity+1.65%)± | | | | | | |
Barclays PLC (U.S. SOFR+1.56%)± | | | | | | |
| | | | | | |
BNP Paribas SA (U.S. SOFR+1.52%)144A± | | | | | | |
Canadian Imperial Bank of Commerce (U.S. SOFR+1.34%)± | | | | | | |
| | | | | | |
Deutsche Bank AG (U.S. SOFR+2.05%)± | | | | | | |
Deutsche Bank AG (U.S. SOFR+2.26%)± | | | | | | |
DNB Bank ASA (U.S. SOFR+1.05%)144A±%% | | | | | | |
| | | | | | |
Royal Bank of Canada (U.S. SOFR+0.86%)± | | | | | | |
Royal Bank of Canada (U.S. SOFR+1.08%)± | | | | | | |
Royal Bank of Canada (U.S. SOFR+1.10%)± | | | | | | |
Sumitomo Mitsui Trust Bank Ltd.144A | | | | | | |
Sumitomo Mitsui Trust Bank Ltd.144A | | | | | | |
| | | | | | |
UBS Group AG (U.S. SOFR+1.73%)144A± | | | | | | |
The accompanying notes are an integral part of these financial statements.
42 | Allspring Core Bond Portfolio
Portfolio of investments—October 31, 2024 (unaudited)
| | | | | |
| | | | | | |
UBS Group AG (U.S. SOFR+3.73%)144A± | | | | | | |
UBS Group AG (USD SOFR ICE Swap Rate 11:00am NY 1 Year+1.86%)144A± | | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
Chile Electricity Lux MPC II SARL144A | | | | | | |
Israel Electric Corp. Ltd.144A | | | | | | |
| | | | | | |
Total yankee corporate bonds and notes (Cost $166,879,354) | | | | | | |
Yankee government bonds: 0.92% | | | | | | |
| | | | | | |
Export Finance & Insurance Corp.144A | | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
Bank Gospodarstwa Krajowego144A | | | | | | |
| | | | | | |
Oriental Republic of Uruguay | | | | | | |
Total yankee government bonds (Cost $49,133,251) | | | | | | |
The accompanying notes are an integral part of these financial statements.
Allspring Core Bond Portfolio | 43
Portfolio of investments—October 31, 2024 (unaudited)
| | | | | |
Short-term investments: 2.57% | | | | | | |
Investment companies: 2.57% | | | | | | |
Allspring Government Money Market Fund Select Class♠∞## | | | | | | |
Total short-term investments (Cost $135,465,545) | | | | | | |
Total investments in securities (Cost $5,769,308,544) | | | | | | |
Other assets and liabilities, net | | | | | | |
| | | | | | |
| The security is issued in zero coupon form with no periodic interest payments. |
| Variable rate investment. The rate shown is the rate in effect at period end. |
| The security is purchased on a when-issued basis. |
| The coupon of the security is adjusted based on the principal and/or interest payments received from the underlying pool of mortgages as well as the credit quality and the actual prepayment speed of the underlying mortgages. The rate shown is the rate in effect at period end. |
| 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 interest rate is determined and reset by the issuer periodically depending upon the terms of the security. The rate shown is the rate in effect at period end. |
| All or a portion of this security is segregated as collateral for when-issued securities. |
| The issuer of the security is an affiliated person of the Portfolio as defined in the Investment Company Act of 1940. |
| The rate represents the 7-day annualized yield at period end. |
|
| Federal Home Loan Mortgage Corporation |
| Federal National Mortgage Association |
| Government National Mortgage Association |
| Real estate investment trust |
| Refinitiv USD IBOR Consumer Cash Fallbacks Term 1-year |
| Secured Overnight Financing Rate |
| Separate trading of registered interest and principal securities |
Investments in affiliates
An affiliated investment is an investment in which the Portfolio owns at least 5% of the outstanding voting shares of the issuer or as a result of other relationships, such as the Portfolio and the issuer having the same adviser or investment manager. Transactions with issuers that were affiliates of the Portfolio at the end of the period were as follows:
| | | | | Net
change in
unrealized
gains
(losses) | | | Income
from
affiliated
securities |
| | | | | | | | |
Allspring Government Money Market Fund Select Class | | | | | | | | |
The accompanying notes are an integral part of these financial statements.
44 | Allspring Core Bond Portfolio
Statement of assets and liabilities—October 31, 2024 (unaudited)
Financial statements
Statement of assets and liabilities
| |
Investments in unaffiliated securities, at value (cost $5,633,842,999) | |
Investments in affiliated securities, at value (cost $135,465,545) | |
| |
| |
Segregated cash for when-issued securities | |
Receivable for investments sold | |
| |
Principal paydown receivable | |
Prepaid expenses and other assets | |
| |
| |
Payable for when-issued transactions | |
Payable for investments purchased | |
| |
Accrued expenses and other liabilities | |
| |
| |
The accompanying notes are an integral part of these financial statements.
Allspring Core Bond Portfolio | 45
Statement of operations—six months ended October 31, 2024 (unaudited)
Statement of operations
| |
| |
Income from affiliated securities | |
| |
| |
| |
Custody and accounting fees | |
| |
Interest holder report expenses | |
Trustees’ fees and expenses | |
| |
| |
Less: Fee waivers and/or expense reimbursements | |
| |
| |
Realized and unrealized gains (losses) on investments | |
Net realized gains on investments | |
Net change in unrealized gains (losses) on investments | |
Net realized and unrealized gains (losses) on investments | |
Net increase in net assets resulting from operations | |
The accompanying notes are an integral part of these financial statements.
46 | Allspring Core Bond Portfolio
Statement of changes in net assets
Statement of changes in net assets
| Six months ended
October 31, 2024
(unaudited) | | |
| | | | | | |
| | | | | | |
Net realized gains (losses) on investments | | | | | | |
Net change in unrealized gains on investments | | | | | | |
Net increase (decrease) in net assets resulting from operations | | | | | | |
| | | | | | |
Transactions in investors’ beneficial interests | | | | | | |
| | | | | | |
| | | | | | |
Net increase (decrease) in net assets resulting from capital share transactions | | | | | | |
Total increase (decrease) in net assets | | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
1 For the eleven months ended April 30, 2024. The Portfolio changed its fiscal year end from May 31 to April 30, effective April 30, 2024.
The accompanying notes are an integral part of these financial statements.
Allspring Core Bond Portfolio | 47
| Six months ended
October 31, 2024
(unaudited) | | |
| | | | | |
| | | | | | | |
Ratios to average net assets (annualized) | | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| For the eleven months ended April 30, 2024. The Portfolio changed its fiscal year end from May 31 to April 30, effective April 30, 2024. |
| Total return calculations do not include any sales charges. Returns include adjustments required by U.S. GAAP and may differ from net asset values and performance reported elsewhere. Returns for periods of less than one year are not annualized. |
| Net expense ratios reflect voluntary waivers, if any. |
The accompanying notes are an integral part of these financial statements.
48 | Allspring Core Bond Portfolio
Notes to financial statements (unaudited)
Notes to financial statements
Allspring Master 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 Core Bond Portfolio (the “Portfolio”) which is a diversified series of the Trust.
Interests in the Portfolio are available solely through private placement transactions that do not involve any “public offering” within the meaning of Section 4(a)(2) of the Securities Act of 1933.
2.
SIGNIFICANT ACCOUNTING POLICIES
The following significant accounting policies, which are consistently followed in the preparation of the financial statements of the Portfolio, are in conformity with U.S. generally accepted accounting principles (“GAAP”) 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.
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 Portfolio may deviate from this calculation time under unusual or unexpected circumstances.
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.
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 Valuation Committee at Allspring Funds Management, LLC (“Allspring Funds Management”).
Investments in registered open-end investment companies (other than those listed on a foreign or domestic exchange or market) are valued at net asset value.
Investments which are not valued using the methods discussed above are valued at their fair value, as determined in good faith by Allspring Funds Management, which was named the valuation designee by the Board of Trustees. As the valuation designee, Allspring Funds Management is responsible for day-to-day valuation activities for the Allspring Funds. In connection with these responsibilities, Allspring Funds Management has established a Valuation Committee 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. On a quarterly basis, the Board of Trustees receives reports of valuation actions taken by the Valuation Committee. On at least an annual basis, the Board of Trustees receives an assessment of the adequacy and effectiveness of Allspring Funds Management’s process for determining the fair value of the portfolio of investments.
Foreign currency translation
The accounting records of the Portfolio 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 Valuation 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.
The Portfolio may purchase securities on a forward commitment or when-issued basis. The Portfolio records a when-issued transaction on the trade date and will segregate assets in an amount at least equal in value to the Portfolio’s commitment to purchase when-issued securities. Securities purchased on a when-issued basis are marked-to-market daily and the Portfolio begins earning interest on the settlement date. Losses may arise due to changes in the market value of the underlying securities or if the counterparty does not perform under the contract.
The Portfolio may enter into To Be Announced (“TBA”) sale commitments to hedge its portfolio positions or to sell mortgage-backed securities it owns under delayed delivery arrangements. Proceeds of TBA sale commitments are not received until the contractual settlement date. During the time a TBA sale commitment is outstanding, equivalent deliverable securities or offsetting TBA purchase commitments, which are deliverable on or before the sale commitment date, are held as “cover” for the transaction. Unsettled TBA sale commitments are valued at the current market value of the underlying
Allspring Core Bond Portfolio | 49
Notes to financial statements (unaudited)
securities, according to the procedures described under “Securities valuation”. The contract is marked-to-market daily and the change in market value is recorded by the Portfolio as an unrealized gain or loss. If the TBA sale commitment is closed through the acquisition of an offsetting purchase commitment, the Portfolio realizes a gain or loss. If the Portfolio delivers securities under the commitment, the Portfolio realizes a gain or a loss from the sale of the securities based upon the unit price established at the date the commitment was entered into.
Mortgage dollar roll transactions
The Portfolio may engage in mortgage dollar roll transactions through TBA mortgage-backed securities issued by Government National Mortgage Association (GNMA), Federal National Mortgage Association (FNMA) and Federal Home Loan Mortgage Corporation (FHLMC). In a mortgage dollar roll transaction, the Portfolio sells a mortgage-backed security to a financial institution, such as a bank or broker-dealer and simultaneously agrees to repurchase a substantially similar security from the institution at a later date at an agreed upon price. The mortgage-backed securities that are repurchased will bear the same interest rate as those sold, but generally will be collateralized by different pools of mortgages with different pre-payment histories. During the roll period, the Portfolio foregoes principal and interest paid on the securities. The Portfolio is compensated by the difference between the current sales price and the forward price for the future purchase as well as by the earnings on the cash proceeds of the initial sale. Mortgage dollar rolls may be renewed without physical delivery of the securities subject to the contract. The Portfolio accounts for TBA dollar roll transactions as purchases and sales which, as a result, may increase its portfolio turnover rate.
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.
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. Paydown gains and losses are included in interest income.
Interest earned on cash balances held at the custodian is recorded as interest income.
The Portfolio is not required to pay federal income taxes on its net investment income and net capital gains as it is treated as a partnership for federal income tax purposes. All income, gains and losses of the Portfolio are deemed to have been “passed through” to the interest holders in proportion to their holdings of the Portfolio regardless of whether income and gains have been distributed by the Portfolio.
The Portfolio’s income tax returns and all financial records supporting those returns for the prior three fiscal years are subject to examination by the federal revenue authority. Management has analyzed the Portfolio’s tax positions taken on federal, state, and foreign tax returns, as applicable, 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, 2024, the aggregate cost of all investments for federal income tax purposes was $5,784,062,163 and the unrealized gains (losses) consisted of:
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 Portfolio’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 Portfolio’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 Portfolio’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.
50 | Allspring Core Bond Portfolio
Notes to financial statements (unaudited)
The following is a summary of the inputs used in valuing the Portfolio’s assets and liabilities as of October 31, 2024:
| | Other significant
observable inputs
(Level 2) | Significant
unobservable inputs
(Level 3) | |
| | | | |
| | | | |
| | | | |
| | | | |
Corporate bonds and notes | | | | |
| | | | |
Non-agency mortgage-backed securities | | | | |
| | | | |
Yankee corporate bonds and notes | | | | |
| | | | |
| | | | |
| | | | |
| | | | |
Additional sector, industry or geographic detail, if any, is included in the Portfolio of Investments.
At October 31, 2024, the Portfolio did not have any transfers into/out of Level 3.
4.
TRANSACTIONS WITH AFFILIATES
The Trust has entered into an advisory contract with Allspring Funds Management, a wholly owned subsidiary of Allspring Global Investments Holdings, LLC, a holding company indirectly owned by certain private funds of GTCR LLC and Reverence Capital Partners, L.P. The adviser is responsible for implementing investment policies and guidelines and for supervising the subadviser, who is responsible for day-to-day portfolio management of the Portfolio. Pursuant to the contract, Allspring Funds Management is entitled to receive an advisory fee at the following annual rate based on the Portfolio’s average daily net assets:
For the six months ended October 31, 2024, the advisory fee was equivalent to an annual rate of 0.35% of the Portfolio’s average daily net assets.
Allspring Funds Management has retained the services of a subadviser to provide daily portfolio management to the Portfolio. 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 Portfolio and is entitled to receive a fee from Allspring Funds Management at an annual rate starting at 0.20% and declining to 0.10% as the average daily net assets of the Portfolio increase.
Allspring Funds Management has voluntarily waived and/or reimbursed advisory fees to reduce the net operating expense ratio of the Portfolio. These voluntary waivers may be discontinued at any time.
The Portfolio 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 Portfolio did not have any interfund transactions during the six months ended October 31, 2024.
Allspring Core Bond Portfolio | 51
Notes to financial statements (unaudited)
5.
INVESTMENT PORTFOLIO TRANSACTIONS
Purchases and sales of investments, excluding short-term securities, for the six months ended October 31, 2024 were as follows:
The Trust, along with Allspring Variable Trust and Allspring Funds Trust (excluding the money market funds), are parties to a $275,000,000 (prior to July 9, 2024: $350,000,000), revolving credit agreement whereby the Portfolio is permitted to use bank borrowings for temporary or emergency purposes, such as to fund interest holders withdrawal requests. Interest under the credit agreement is charged to the Portfolio based on a borrowing rate equal to the higher of the Federal Funds rate or the overnight bank funding rate in effect on that day plus a spread. In addition, an annual commitment fee based on the unused balance is allocated to each participating fund.
For the six months ended October 31, 2024, there were no borrowings by the Portfolio under the agreement.
Under the Portfolio’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 Portfolio. The Portfolio has entered into a separate agreement with each Trustee that converts indemnification rights currently existing under the Portfolio’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 Portfolio may enter into contracts with service providers that contain a variety of indemnification clauses. The Portfolio’s maximum exposure under these arrangements is dependent on future claims that may be made against the Portfolio and, therefore, cannot be estimated.
52 | Allspring Core Bond Portfolio
Other information (unaudited)
Other 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 1-866-259-3305, 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.
Quarterly portfolio holdings information
The Fund and Portfolio file their complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year as an exhibit to their reports on Form N-PORT. Shareholders and Interest holders may view the filed Form N-PORT by visiting the SEC website at sec.gov.
Allspring Core Bond Fund | 53
Other information (unaudited)
Item 8. Changes in and disagreements with accountants
Item 9. Matters submitted to fund shareholders for a vote
Item 10. Remuneration paid to directors, officers and others
Refer to information in the Statement of operations.
54 | Allspring Core Bond Fund
Other information (unaudited)
Item 11. Statement regarding basis for the board’s approval of investment advisory contract
Board consideration of investment management and sub-advisory agreements:
Under the Investment Company Act of 1940 (the “1940 Act”), the Board of Trustees (each, a “Board” and collectively, the “Boards”) of each of Allspring Funds Trust (“Funds Trust”) and Allspring Master Trust (“Master Trust”, and collectively, the “Trusts”) must determine annually whether to approve the continuation of the Trusts’ investment management, advisory, and sub-advisory agreements, as applicable. In this regard, at a Board meeting held on May 28-30, 2024 (the “Meeting”), the Funds Trust Board, all the members of which have no direct or indirect interest in the investment management agreement and are not “interested persons” of the Trusts, as defined in the 1940 Act (the “Independent Trustees”), reviewed and approved for the Allspring Core Bond Fund, a portfolio of Funds Trust (the “Feeder Fund”), an investment management agreement (the “Feeder Fund Management Agreement”) with Allspring Funds Management, LLC (“Allspring Funds Management”).
At the Meeting, the Master Trust Board, all the members of which have no direct or indirect interest in the investment advisory and sub-advisory agreements and are Independent Trustees, reviewed and approved: (i) an investment advisory agreement (the “Master Portfolio Advisory Agreement”) with Allspring Funds Management for the Allspring Core Bond Portfolio, a portfolio of Master Trust (the “Master Portfolio”); and (ii) an investment sub-advisory agreement (the “Sub-Advisory Agreement”) with Allspring Global Investments, LLC (the “Sub-Adviser”), an affiliate of Allspring Funds Management, for the Master Portfolio.
The Feeder Fund and the Master Portfolio are collectively referred to as the “Funds.” The Feeder Fund Management Agreement, the Master Portfolio Advisory Agreement, and the Sub-Advisory Agreement are collectively referred to as the “Advisory Agreements.”
The Feeder Fund is a feeder fund that invest substantially all of its assets in the Master Portfolio. The Master Portfolio has a substantially similar investment objective and substantially similar investment strategies to the Feeder Fund. Information provided to the Boards regarding the Feeder Fund is also applicable to the Master Portfolio, as relevant.
At the Meeting, the Boards considered the factors and reached the conclusions described below relating to the selection of Allspring Funds Management and the Sub-Adviser and the approval of the Advisory Agreements. Prior to the Meeting, including at meeting of the Boards held in April 2024, and at the Meeting, the Trustees conferred extensively among themselves and with representatives of Allspring Funds Management about these matters. The Boards have adopted a team-based approach, with each team consisting of a sub-set of Trustees, to assist the full Boards in the discharge of their 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 Boards, Allspring 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 Boards’ annual contract renewal process earlier in 2024. 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 Boards considered not only the specific information presented in connection with the Meeting, but also the knowledge gained over time through interactions with Allspring Funds Management and the Sub-Adviser about various topics. In this regard, the Boards reviewed reports of Allspring Funds Management at each of their quarterly meetings, which included, among other things, portfolio reviews and investment performance reports. In addition, the Boards and the teams mentioned above confer with portfolio managers at various times throughout the year. The Boards 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 Funds Trust Board unanimously determined that the compensation payable to Allspring Funds Management was reasonable, and approved the continuation of the Feeder Fund Management Agreement for a one-year term. Additionally, after its deliberations, the Master Trust Board unanimously determined that the compensation payable to Allspring Funds Management and the Sub-Adviser was reasonable, and approved the continuation of the Master Portfolio Advisory Agreement and the Sub-Advisory Agreement, each for a one-year term. The Boards considered the approval of the Advisory Agreements for the Funds as part of their consideration of agreements for funds across the complex, but their approvals were made on a fund-by-fund basis. The following summarizes a number of important, but not necessarily all, factors considered by the Boards in support of their approvals.
Nature, extent, and quality of services
The Boards received and considered various information regarding the nature, extent, and quality of services provided to the Feeder Fund and the Master Portfolio, as applicable, by Allspring 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 Feeder Fund Management Agreement, as well as, among other things, a summary of the background and experience of senior management of Allspring Global Investments, of which Allspring Funds Management and
Allspring Core Bond Fund | 55
Other information (unaudited)
the Sub-Adviser are a part, and a summary of investments made in the Allspring Global Investments business.* The Boards also received information about the services that continue to be provided by Wells Fargo & Co. and/or its affiliates (“Wells Fargo”) since the sale of Wells Fargo Asset Management to Allspring Global Investments Holdings, LLC, a holding company indirectly owned by certain private funds of GTCR LLC and Reverence Capital Partners, L.P., under a transition services agreement and an update on the anticipated timeline for exiting the transition services agreement. In addition, the Boards received and considered information about the full range of services provided to the Fund and the Master Portfolio by Allspring Funds Management and its affiliates.
The Boards considered the qualifications, background, tenure, and responsibilities of each of the portfolio managers primarily responsible for the day-to-day portfolio management of the Master Portfolio. The Boards evaluated the ability of Allspring Funds Management and the Sub-Adviser to attract and retain qualified investment professionals, including research, advisory, and supervisory personnel.
The Boards further considered the compliance programs and compliance records of Allspring Funds Management and the Sub-Adviser. The Boards received and considered information about Allspring Global Investments’ risk management functions, which included information about Allspring Funds Management’s and the Sub-Adviser’s business continuity plans, their approaches to data privacy and cybersecurity, and Allspring Funds Management’s role as administrator of the Funds’ liquidity risk management programs, fair valuation designee, and derivatives risk management program manager. The Boards also received and considered information about Allspring Funds Management’s intermediary and vendor oversight program.
Fund investment performance and expenses
The Boards considered the investment performance results for each of the Funds over various time periods ended December 31, 2023. The Boards 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 Feeder Fund (the “Universe”), and in comparison to the Feeder Fund’s benchmark index and to other comparative data. Broadridge is an independent provider of investment company data. The Boards received a description of the methodology used by Broadridge to select the mutual funds in the performance Universe. The Funds Trust Board noted that the investment performance of the Feeder Fund (Administrator Class) was in range of the average investment performance of its Universe for the one- and ten-year periods under review, and lower than the average investment performance of its Universe for the three- and five-year periods under review. The Funds Trust Board also noted that the investment performance of the Feeder Fund was higher than or in range of its benchmark index, the Bloomberg U.S. Aggregate Bond Index, for the one-, five-, and ten-year periods under review, and lower than its benchmark index for the three-year period under review.
The Master Trust Board took note of the investment performance of the Master Portfolio in the context of reviewing the investment performance of the Feeder Fund.
The Funds Trust Board received information concerning, and discussed factors contributing to, the underperformance of the Feeder Fund relative to the Universe for the periods identified above. The Funds Trust Board took note of the explanations for the relative underperformance during these periods, including with respect to the investment decisions and market factors that affected the Feeder Fund’s investment performance.
The Funds Trust Board also received and considered information regarding the Feeder Fund’s net operating expense ratios, which include fees and expenses of the Master Portfolio, and their various components, including actual management fees assessed at the Feeder Fund and Master Portfolio levels, custodian and other non-management fees, and Rule 12b-1 and non-Rule 12b-1 shareholder service fees. The Funds Trust 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 Feeder Fund (the “Groups”). The Funds Trust 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 Funds Trust Board noted that the net operating expense ratios of the Feeder Fund were lower than the median net operating expense ratios of the expense Groups for each share class.
With respect to the Master Portfolio, the Master Trust Board reviewed the fee rates payable to Allspring Funds Management for investment advisory services (as discussed below), which are the only fees charged at the Master Portfolio level, relative to a corresponding expense Group.
The Boards took into account the Funds’ investment performance and expense information provided to them among the factors considered in deciding to re-approve the Advisory Agreements.
Investment management and sub-advisory fee rates
The Funds Trust Board noted that Allspring Funds Management receives no advisory fees from the Feeder Fund as long as the Feeder Fund continues to invest all (or substantially all) of its assets in a single master portfolio. If the Feeder Fund were to change its investment structure so that it began investing in two or more master portfolios (a fund-of-funds), Allspring Funds Management would be entitled to receive an annual fee of 0.25% of the Feeder Fund’s average daily net assets for providing investment advisory services to the Feeder Fund, including allocating the Feeder Fund’s assets to the Master Portfolio.
*
The trade name for the asset management firm that includes Allspring Funds Management and the Sub-Adviser is “Allspring Global Investments.”
56 | Allspring Core Bond Fund
Other information (unaudited)
The Funds Trust Board reviewed and considered the contractual fee rates payable by the Feeder Fund to Allspring Funds Management under the Feeder Fund Management Agreement for management services (other than investment advisory services), as well as the contractual fee rates payable by the Feeder Fund to Allspring 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 Master Trust Board reviewed and considered the contractual investment advisory fee rate payable by the Master Portfolio to Allspring Funds Management for investment advisory services under the Master Portfolio Advisory Agreement (the “Advisory Agreement Rate”). The Master Trust Board also reviewed and considered the contractual investment sub-advisory fee rates payable by Allspring Funds Management to the Sub-Adviser for investment sub-advisory services.
Among other information reviewed by the Funds Trust Board was a comparison of the Feeder Fund’s Management Rate, which, for this purpose, includes the advisory fees paid at the Master Portfolio level, 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 Funds Trust Board noted that the Management Rates of the Feeder Fund were in range of the sum of these average rates for the Feeder Fund’s expense Groups for each share class.
The Master Trust Board reviewed a comparison of the Advisory Agreement Rate of the Master Portfolio with those of other funds in the Master Portfolio’s expense Group at a common asset level. The Master Trust Board noted that the Advisory Agreement Rate of the Master Portfolio was in range of the median rate for the Master Portfolio’s expense Group.
The Master Trust Board also received and considered information about the portions of the total management fees that were retained by Allspring Funds Management after payment of the fees to the Sub-Adviser for sub-advisory services. In assessing the reasonableness of these amounts, the Master Trust Board received and evaluated information about the nature and extent of responsibilities retained and risks assumed by Allspring Funds Management and not delegated to or assumed by the Sub-Adviser, and about Allspring Funds Management’s on-going oversight services. Given the affiliation between Allspring Funds Management and the Sub-Adviser, the Master Trust Board ascribed limited relevance to the allocation of fees between them.
The Boards also received and considered information about the nature and extent of services offered and fee rates charged by Allspring Funds Management and the Sub-Adviser to other types of clients with investment strategies similar to those of the Funds. In this regard, the Boards received information about the significantly greater scope of services, and compliance, reporting and other legal and regulatory obligations 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 Funds Trust Board determined that the compensation payable to Allspring Funds Management under the Feeder Fund Management Agreement was reasonable, and the Master Trust Board determined that the compensation payable to Allspring Funds Management under the Master Portfolio Advisory Agreement and to the Sub-Adviser under the Sub-Advisory Agreement was reasonable.
The Boards received and considered information concerning the profitability of Allspring Funds Management, as well as the profitability of Allspring Global Investments, from providing services to the fund complex as a whole. The Master Trust Board noted that the Sub-Adviser’s profitability information with respect to providing services to the Master Portfolio and other funds in the complex was subsumed in the Allspring Global Investments profitability analysis.
Allspring 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 Boards 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 their review, the Boards did not deem the profits reported by Allspring Funds Management or Allspring Global Investments from services provided to the Funds to be at a level that would prevent the Boards from approving the continuation of the Advisory Agreements.
The Boards received and considered information about the potential for Allspring Funds Management to experience economies of scale in the provision of management services to the Funds, the difficulties of isolating and quantifying economies of scale at an individual fund level, and the extent to which potential scale benefits are shared with shareholders of the Funds. The Boards noted the existence of breakpoints in the Master Portfolio’s advisory fee structure and the Feeder Fund’s management fee structure, which operate generally to reduce the Funds’ expense ratios as the Funds grow in size, and the size of the Master Portfolio and the Feeder Fund, respectively, in relation to such breakpoints. The Boards considered that, in addition to advisory fee and management fee breakpoints, Allspring 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 Core Bond Fund | 57
Other information (unaudited)
The Boards concluded that Allspring Funds Management’s arrangements with respect to each Fund, including contractual breakpoints, constituted a reasonable approach to sharing potential economies of scale with the Funds and their shareholders.
Other benefits to Allspring Funds Management and the Sub-Adviser
The Boards received and considered information regarding potential “fall-out” or ancillary benefits received by Allspring Funds Management and its affiliates, including the Sub-Adviser, 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 Allspring Funds Management’s and the Sub-Adviser’s business as a result of their relationships with the Funds. The Board noted that Allspring Funds Distributor, LLC, an affiliate of Allspring Funds Management, receives distribution-related fees in respect of shares sold or held through it.
The Boards also reviewed information about soft dollar credits earned and utilized by the Sub-Adviser.
Based on their consideration of the factors and information they deemed relevant, including those described here, the Boards did not find that any ancillary benefits received by Allspring Funds Management and its affiliates, including the Sub-Adviser, were unreasonable.
At the Meeting, after considering the above-described factors and based on its deliberations and its evaluation of the information described above, the Funds Trust Board unanimously determined that the compensation payable to Allspring Funds Management was reasonable, and approved the continuation of the Feeder Fund Management Agreement for a one-year term. Additionally, after considering the above-described factors and based on its deliberations and its evaluation of the information described above, the Master Trust Board unanimously determined that the compensation payable to Allspring Funds Management and the Sub-Adviser was reasonable, and approved the continuation of the Master Portfolio Advisory Agreement and the Sub-Advisory Agreement, each for a one-year term.
58 | Allspring Core Bond Fund
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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
Website: allspringglobal.com
Individual investors: 1-800-222-8222
Retail investment professionals: 1-888-877-9275
Institutional investment professionals: 1-800-260-5969
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.
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.
© 2024 Allspring Global Investments Holdings, LLC. All rights reserved.
NCSRS0940 10-24
Allspring Large Cap Value Fund
Long Form Financial Statements
Semi-Annual Report
Allspring Large Cap Value Fund | 1
Portfolio of investments—October 31, 2024 (unaudited)
| | | | | |
Investment companies: 100.01% | | | | | | |
Affiliated master portfolio: 100.01% | | | | | | |
Allspring Large Cap Value Portfolio | | | | | | |
Total investment companies (Cost $155,695,458) | | | | | | |
Total investments in securities (Cost $155,695,458) | | | | | | |
Other assets and liabilities, net | | | | | | |
| | | | | | |
Transactions with the affiliated Master Portfolio were as follows:
| % of
ownership,
beginning
of period | % of
ownership,
end of
period | Net realized
gains
(losses) on
investments
allocated
from
affiliated
Master
Portfolio | Net
change in
unrealized
gains
(losses) on
investments
allocated
from
affiliated
Master
Portfolio | Dividends
allocated
from
affiliated
Master
Portfolio | Interest
allocated
from
affiliated
Master
Portfolio | Affiliated
Income
Allocated
from
affiliated
Master
Portfolio | |
Allspring Large Cap Value Portfolio | | | | | | | | |
The accompanying notes are an integral part of these financial statements.
2 | Allspring Large Cap Value Fund
Statement of assets and liabilities—October 31, 2024 (unaudited)
Financial statements
Statement of assets and liabilities
| |
Investments in affiliated Master Portfolio, at value (cost $155,695,458) | |
| |
Receivable for Fund shares sold | |
| |
Prepaid expenses and other assets | |
| |
| |
Payable for Fund shares redeemed | |
Professional fees payable | |
Administration fees payable | |
Shareholder servicing fees payable | |
Trustees’ fees and expenses payable | |
| |
Accrued expenses and other liabilities | |
| |
| |
| |
| |
Total distributable earnings | |
| |
Computation of net asset value and offering price per share | |
| |
Shares outstanding–Class A1 | |
Net asset value per share–Class A | |
Maximum offering price per share – Class A2 | |
| |
Shares outstanding–Class C1 | |
Net asset value per share–Class C | |
| |
Shares outstanding–Class R61 | |
Net asset value per share–Class R6 | |
Net assets–Administrator Class | |
Shares outstanding–Administrator Class1 | |
Net asset value per share–Administrator Class | |
Net assets–Institutional Class | |
Shares outstanding–Institutional Class1 | |
Net asset value per share–Institutional Class | |
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.
Allspring Large Cap Value Fund | 3
Statement of operations
| |
Dividends allocated from affiliated Master Portfolio (net of foreign withholding taxes of $25,367) | |
Affiliated income allocated from affiliated Master Portfolio | |
Interest allocated from affiliated Master Portfolio | |
Expenses allocated from affiliated Master Portfolio | |
Waivers allocated from affiliated Master Portfolio | |
| |
| |
| |
| |
| |
| |
| |
| |
| |
Shareholder servicing fees | |
| |
| |
| |
| |
| |
Custody and accounting fees | |
| |
| |
Shareholder report expenses | |
Trustees’ fees and expenses | |
| |
| |
Less: Fee waivers and/or expense reimbursements | |
| |
| |
| |
Realized and unrealized gains (losses) on investments | |
Net realized gains on investments allocated from affiliated Master Portfolio | |
Net change in unrealized gains (losses) on investments allocated from affiliated Master Portfolio | |
Net realized and unrealized gains (losses) on investments | |
Net increase in net assets resulting from operations | |
The accompanying notes are an integral part of these financial statements.
4 | Allspring Large Cap Value Fund
Statement of changes in net assets
Statement of changes in net assets
|
Six months ended
October 31, 2024 (unaudited) | Year ended April 30, 20241 | |
| | | | | | |
| | | | | | |
Net realized gains on investments | | | | | | |
Net change in unrealized gains (losses) on investments | | | | | | |
Net increase (decrease) in net assets resulting from operations | | | | | | |
Distributions to shareholders from | | | | | | |
Net investment income and net realized gains | | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
Total distributions to shareholders | | | | | | |
Capital share transactions | | | | | | |
Proceeds from shares sold | | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
Reinvestment of distributions | | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
Payment for shares redeemed | | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
Net decrease in net assets resulting from capital share transactions | | | | | | |
Total decrease in net assets | | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
1 For the eleven months ended April 30, 2024. The Fund changed its fiscal year end from May 31 to April 30, effective April 30, 2024.
The accompanying notes are an integral part of these financial statements.
Allspring Large Cap Value Fund | 5
Financial highlights
(For a share outstanding throughout each period)
| Six months ended
October 31, 2024
(unaudited) | | |
| | | | | |
Net asset value, beginning of period | | | | | | | |
| | | | | | | |
Net realized and unrealized gains (losses) on investments | | | | | | | |
Total from investment operations | | | | | | | |
Distributions to shareholders from | | | | | | | |
| | | | | | | |
| | | | | | | |
Total distributions to shareholders | | | | | | | |
Net asset value, end of period | | | | | | | |
| | | | | | | |
Ratios to average net assets (annualized)* | | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Net assets, end of period (000s omitted) | | | | | | | |
| Ratios include net expenses allocated from the affiliated Master Portfolio which were as follows: |
Six months ended October 31, 2024 (unaudited) | |
Year ended April 30, 20241 | |
| |
| |
| |
| |
| |
| For the eleven months ended April 30, 2024. The Fund changed its fiscal year end from May 31 to April 30, effective April 30, 2024. |
| Calculated based upon average shares outstanding |
| Total return calculations do not include any sales charges. Returns include adjustments required by U.S. GAAP and may differ from net asset values and performance reported elsewhere. Returns for periods of less than one year are not annualized. |
| Portfolio turnover rate is calculated by multiplying the affiliated Master Portfolio’s percentage of the Fund’s total investment in securities at the end of the period by the affiliated Master Portfolio’s portfolio turnover rate. |
The accompanying notes are an integral part of these financial statements.
6 | Allspring Large Cap Value Fund
(For a share outstanding throughout each period)
| Six months ended
October 31, 2024
(unaudited) | | |
| | | | | |
Net asset value, beginning of period | | | | | | | |
Net investment income (loss) | | | | | | | |
Net realized and unrealized gains (losses) on investments | | | | | | | |
Total from investment operations | | | | | | | |
Distributions to shareholders from | | | | | | | |
| | | | | | | |
| | | | | | | |
Total distributions to shareholders | | | | | | | |
Net asset value, end of period | | | | | | | |
| | | | | | | |
Ratios to average net assets (annualized)* | | | | | | | |
| | | | | | | |
| | | | | | | |
Net investment income (loss) | | | | | | | |
| | | | | | | |
| | | | | | | |
Net assets, end of period (000s omitted) | | | | | | | |
| Ratios include net expenses allocated from the affiliated Master Portfolio which were as follows: |
Six months ended October 31, 2024 (unaudited) | |
Year ended April 30, 20241 | |
| |
| |
| |
| |
| |
| For the eleven months ended April 30, 2024. The Fund changed its fiscal year end from May 31 to April 30, effective April 30, 2024. |
| Calculated based upon average shares outstanding |
| Total return calculations do not include any sales charges. Returns include adjustments required by U.S. GAAP and may differ from net asset values and performance reported elsewhere. Returns for periods of less than one year are not annualized. |
| Portfolio turnover rate is calculated by multiplying the affiliated Master Portfolio’s percentage of the Fund’s total investment in securities at the end of the period by the affiliated Master Portfolio’s portfolio turnover rate. |
The accompanying notes are an integral part of these financial statements.
Allspring Large Cap Value Fund | 7
(For a share outstanding throughout each period)
| Six months ended
October 31, 2024
(unaudited) | | |
| | | | | |
Net asset value, beginning of period | | | | | | | |
| | | | | | | |
Net realized and unrealized gains (losses) on investments | | | | | | | |
Total from investment operations | | | | | | | |
Distributions to shareholders from | | | | | | | |
| | | | | | | |
| | | | | | | |
Total distributions to shareholders | | | | | | | |
Net asset value, end of period | | | | | | | |
| | | | | | | |
Ratios to average net assets (annualized)* | | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Net assets, end of period (000s omitted) | | | | | | | |
| Ratios include net expenses allocated from the affiliated Master Portfolio which were as follows: |
Six months ended October 31, 2024 (unaudited) | |
Year ended April 30, 20241 | |
| |
| |
| |
| |
| |
| For the eleven months ended April 30, 2024. The Fund changed its fiscal year end from May 31 to April 30, effective April 30, 2024. |
| Calculated based upon average shares outstanding |
| Amount is less than $0.005. |
| Returns include adjustments required by U.S. GAAP and may differ from net asset values and performance reported elsewhere. Returns for periods of less than one year are not annualized. |
| Portfolio turnover rate is calculated by multiplying the affiliated Master Portfolio’s percentage of the Fund’s total investment in securities at the end of the period by the affiliated Master Portfolio’s portfolio turnover rate. |
The accompanying notes are an integral part of these financial statements.
8 | Allspring Large Cap Value Fund
(For a share outstanding throughout each period)
| Six months ended
October 31, 2024
(unaudited) | | |
| | | | | |
Net asset value, beginning of period | | | | | | | |
| | | | | | | |
Net realized and unrealized gains (losses) on investments | | | | | | | |
Total from investment operations | | | | | | | |
Distributions to shareholders from | | | | | | | |
| | | | | | | |
| | | | | | | |
Total distributions to shareholders | | | | | | | |
Net asset value, end of period | | | | | | | |
| | | | | | | |
Ratios to average net assets (annualized)* | | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Net assets, end of period (000s omitted) | | | | | | | |
| Ratios include net expenses allocated from the affiliated Master Portfolio which were as follows: |
Six months ended October 31, 2024 (unaudited) | |
Year ended April 30, 20241 | |
| |
| |
| |
| |
| |
| For the eleven months ended April 30, 2024. The Fund changed its fiscal year end from May 31 to April 30, effective April 30, 2024. |
| Calculated based upon average shares outstanding |
| Returns include adjustments required by U.S. GAAP and may differ from net asset values and performance reported elsewhere. Returns for periods of less than one year are not annualized. |
| Portfolio turnover rate is calculated by multiplying the affiliated Master Portfolio’s percentage of the Fund’s total investment in securities at the end of the period by the affiliated Master Portfolio’s portfolio turnover rate. |
The accompanying notes are an integral part of these financial statements.
Allspring Large Cap Value Fund | 9
(For a share outstanding throughout each period)
| Six months ended
October 31, 2024
(unaudited) | | |
| | | | | |
Net asset value, beginning of period | | | | | | | |
| | | | | | | |
Net realized and unrealized gains (losses) on investments | | | | | | | |
Total from investment operations | | | | | | | |
Distributions to shareholders from | | | | | | | |
| | | | | | | |
| | | | | | | |
Total distributions to shareholders | | | | | | | |
Net asset value, end of period | | | | | | | |
| | | | | | | |
Ratios to average net assets (annualized)* | | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Net assets, end of period (000s omitted) | | | | | | | |
| Ratios include net expenses allocated from the affiliated Master Portfolio which were as follows: |
Six months ended October 31, 2024 (unaudited) | |
Year ended April 30, 20241 | |
| |
| |
| |
| |
| |
| For the eleven months ended April 30, 2024. The Fund changed its fiscal year end from May 31 to April 30, effective April 30, 2024. |
| Calculated based upon average shares outstanding |
| Returns include adjustments required by U.S. GAAP and may differ from net asset values and performance reported elsewhere. Returns for periods of less than one year are not annualized. |
| Portfolio turnover rate is calculated by multiplying the affiliated Master Portfolio’s percentage of the Fund’s total investment in securities at the end of the period by the affiliated Master Portfolio’s portfolio turnover rate. |
The accompanying notes are an integral part of these financial statements.
10 | Allspring Large Cap Value Fund
Notes to financial statements (unaudited)
Notes to financial statements
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 Large Cap Value Fund (the “Fund”) which is a diversified series of the Trust.
The Fund is a feeder fund in a master-feeder structure that invests substantially all of its assets in a single master portfolio with a substantially identical investment objective and substantially similar investment strategies. The Fund invests in Allspring Large Cap Value Portfolio, a separate diversified portfolio (the “affiliated Master Portfolio”) of Allspring Master Trust, a registered open-end management investment company. As of October 31, 2024, the Fund owned 77.23% of Allspring Large Cap Value Portfolio. The affiliated Master Portfolio directly acquires portfolio securities and the Fund acquires an indirect interest in those securities. The Fund accounts for its investment in the affiliated Master Portfolio as a partnership investment and records on a daily basis its share of the affiliated Master Portfolio’s income, expense and realized and unrealized gains and losses. The financial statements of the affiliated Master Portfolio for the six months ended October 31, 2024 are included in this report and should be read in conjunction with the Fund’s financial statements.
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 (“GAAP”) 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.
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.
Investments in the affiliated Master Portfolio are valued daily based on the Fund’s proportionate share of the affiliated Master Portfolio’s net assets, which are also valued daily.
Investments which are not valued using the method discussed above are valued at their fair value, as determined in good faith by Allspring Funds Management, LLC (“Allspring Funds Management”), which was named the valuation designee by the Board of Trustees. As the valuation designee, Allspring Funds Management is responsible for day-to-day valuation activities for the Allspring Funds. In connection with these responsibilities, Allspring Funds Management has established a Valuation Committee 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. On a quarterly basis, the Board of Trustees receives reports of valuation actions taken by the Valuation Committee. On at least an annual basis, the Board of Trustees receives an assessment of the adequacy and effectiveness of Allspring Funds Management’s process for determining the fair value of the portfolio of investments.
Investment transactions, income and expenses
Investments in the affiliated Master Portfolio are recorded on a trade date basis. The Fund records daily its proportionate share of the affiliated Master Portfolio’s income, expenses and realized and unrealized gains or losses. The Fund also accrues its own expenses.
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. GAAP. 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.
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, as applicable, for all open tax years and does not believe that there are any uncertain tax positions that require recognition of a tax liability.
Allspring Large Cap Value Fund | 11
Notes to financial statements (unaudited)
As of October 31, 2024, the aggregate cost of all investments for federal income tax purposes was $155,018,645 and the unrealized gains (losses) consisted of:
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
At October 31, 2024, the Fund’s investment in the affiliated Master Portfolio was measured at fair value using the net asset value per share (or its equivalent) as a practical expedient. The investment objective and fair value of the affiliated Master Portfolio is as follows:
Affiliated Master Portfolio | | Fair value of affiliated
Master Portfolio |
Allspring Large Cap Value Portfolio | Seeks maximum long-term total return (current income and capital appreciation), consistent with minimizing risk to principal | |
The affiliated Master Portfolio does not have a redemption period notice, can be redeemed daily and does not have any unfunded commitments.
4.
TRANSACTIONS WITH AFFILIATES
Allspring Funds Management, a wholly owned subsidiary of Allspring Global Investments Holdings, LLC, a holding company indirectly owned by certain private funds of GTCR LLC and Reverence Capital Partners, L.P., is the manager 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 and providing fund-level administrative services in connection with the Fund’s operations. As long as the Fund continues to invest substantially all of its assets in a single affiliated Master Portfolio, the Fund pays, generally on a monthly basis, Allspring Funds Management an investment management fee only for fund-level administrative services at the following annual rate based on the Fund’s average daily net assets:
For the six months ended October 31, 2024, the management fee was equivalent to an annual rate of 0.05% of the Fund’s average daily net assets.
Allspring Funds Management also serves as the adviser to the affiliated Master Portfolio and is entitled to receive a fee from the affiliated Master Portfolio for those services.
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 and generally paid monthly, as follows:
| Class-level
administration fee |
| |
| |
| |
| |
| |
12 | Allspring Large Cap Value Fund
Notes to financial statements (unaudited)
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 reimbursed 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. Net expenses from the affiliated Master Portfolio are included in the expense caps. Allspring Funds Management has contractually committed through August 31, 2025 to waive fees and/or reimburse expenses to the extent necessary to cap the Fund’s expenses. Prior to or after the commitment expiration date, the cap may be increased or the commitment to maintain the cap may be terminated only with the approval of the Board of Trustees. As of October 31, 2024, the contractual caps are as follows:
The Trust has adopted a distribution plan for Class C shares 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”), the principal underwriter, an affiliate of Allspring Funds Management, at an annual rate up to 0.75% of the average daily net assets of Class C shares. Such fees are generally paid on a monthly basis.
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 six months ended October 31, 2024, Allspring Funds Distributor received $306 from the sale of Class A shares. No contingent deferred sales charges were incurred by Class A and Class C shares for the six months ended October 31, 2024.
Shareholder servicing fees
The Trust has entered into contracts with one or more shareholder servicing agents, whereby Class A, Class C and Administrator Class are charged a fee at an annual rate up to 0.25% of the average daily net assets of each respective class and are generally paid on a monthly basis. A portion of these total shareholder servicing fees were paid to affiliates of the Fund.
5.
INVESTMENT PORTFOLIO TRANSACTIONS
The Fund seeks to achieve its investment objective by investing substantially all of its assets in the affiliated Master Portfolio. Purchases and sales have been calculated by multiplying the Fund’s ownership percentage of the affiliated Master Portfolio at the end of the period by the affiliated Master Portfolio’s purchases and sales. Purchases and sales of investments, excluding U.S. government obligations (if any) and short-term securities, for the six months ended October 31, 2024 were $27,462,387 and $52,777,213, respectively.
The Trust (excluding the money market funds), Allspring Master Trust and Allspring Variable Trust are parties to a $275,000,000 (prior to July 9, 2024: $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 or the overnight bank funding rate in effect on that day plus a spread. In addition, an annual commitment fee based on the unused balance is allocated to each participating fund.
For the six months ended October 31, 2024, there were no borrowings by the Fund under the agreement.
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.
Allspring Large Cap Value Fund | 13
Portfolio of investments—October 31, 2024 (unaudited)
| | | | | |
| | | | | | |
Communication services: 3.97% | | | | | | |
Interactive media & services: 3.97% | | | | | | |
| | | | | | |
Consumer discretionary: 5.23% | | | | | | |
| | | | | | |
| | | | | | |
Household durables: 1.17% | | | | | | |
| | | | | | |
Textiles, apparel & luxury goods: 1.16% | | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
Consumer staples distribution & retail : 1.70% | | | | | | |
| | | | | | |
| | | | | | |
Mondelez International, Inc. Class A | | | | | | |
Personal care products: 2.71% | | | | | | |
| | | | | | |
| | | | | | |
Oil, gas & consumable fuels: 6.61% | | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
Intercontinental Exchange, Inc. | | | | | | |
Financial services: 6.33% | | | | | | |
Berkshire Hathaway, Inc. Class B† | | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
American International Group, Inc. | | | | | | |
The accompanying notes are an integral part of these financial statements.
14 | Allspring Large Cap Value Portfolio
Portfolio of investments—October 31, 2024 (unaudited)
| | | | | |
| | | | | | |
| | | | | | |
Vertex Pharmaceuticals, Inc.† | | | | | | |
Health care equipment & supplies: 2.66% | | | | | | |
| | | | | | |
Health care providers & services: 6.67% | | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
Life sciences tools & services: 0.63% | | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
Aerospace & defense: 4.00% | | | | | | |
L3Harris Technologies, Inc. | | | | | | |
| | | | | | |
| | | | | | |
Commercial services & supplies: 1.13% | | | | | | |
| | | | | | |
Ground transportation: 3.74% | | | | | | |
Canadian Pacific Kansas City Ltd. | | | | | | |
Industrial conglomerates: 2.33% | | | | | | |
| | | | | | |
Honeywell International, Inc. | | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
Trading companies & distributors: 4.13% | | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
Information technology: 10.41% | | | | | | |
| | | | | | |
| | | | | | |
International Business Machines Corp. | | | | | | |
| | | | | | |
Semiconductors & semiconductor equipment: 2.65% | | | | | | |
| | | | | | |
The accompanying notes are an integral part of these financial statements.
Allspring Large Cap Value Portfolio | 15
Portfolio of investments—October 31, 2024 (unaudited)
| | | | | |
| | | | | | |
Cadence Design Systems, Inc.† | | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
CF Industries Holdings, Inc. | | | | | | |
| | | | | | |
| | | | | | |
Construction materials: 1.15% | | | | | | |
| | | | | | |
| | | | | | |
Real estate management & development: 3.53% | | | | | | |
CBRE Group, Inc. Class A† | | | | | | |
Specialized REITs : 1.84% | | | | | | |
| | | | | | |
| | | | | | |
Electric utilities: 3.03% | | | | | | |
| | | | | | |
Total common stocks (Cost $189,530,621) | | | | | | |
| | | | | |
Short-term investments: 1.53% | | | | | | |
Investment companies: 1.53% | | | | | | |
Allspring Government Money Market Fund Select Class♠∞ | | | | | | |
Total short-term investments (Cost $3,539,399) | | | | | | |
Total investments in securities (Cost $193,070,020) | | | | | | |
Other assets and liabilities, net | | | | | | |
| | | | | | |
| Non-income-earning security |
| The issuer of the security is an affiliated person of the Portfolio as defined in the Investment Company Act of 1940. |
| The rate represents the 7-day annualized yield at period end. |
|
| American depositary receipt |
| Real estate investment trust |
The accompanying notes are an integral part of these financial statements.
16 | Allspring Large Cap Value Portfolio
Portfolio of investments—October 31, 2024 (unaudited)
Investments in affiliates
An affiliated investment is an investment in which the Portfolio owns at least 5% of the outstanding voting shares of the issuer or as a result of other relationships, such as the Portfolio and the issuer having the same adviser or investment manager. Transactions with issuers that were affiliates of the Portfolio at the end of the period were as follows:
| | | | | Net
change in
unrealized
gains
(losses) | | | Income
from
affiliated
securities |
| | | | | | | | |
Allspring Government Money Market Fund Select Class | | | | | | | | |
The accompanying notes are an integral part of these financial statements.
Allspring Large Cap Value Portfolio | 17
Statements of assets and liabilities
| |
Investments in unaffiliated securities, at value (cost $189,530,621) | |
Investments in affiliated securities, at value (cost $3,539,399) | |
| |
| |
Prepaid expenses and other assets | |
| |
| |
Payable for investments purchased | |
| |
Professional fees payable | |
Trustees’ fees and expenses payable | |
Accrued expenses and other liabilities | |
| |
| |
The accompanying notes are an integral part of these financial statements.
18 | Allspring Large Cap Value Portfolio
Statement of operations
| |
Dividends (net of foreign withholdings taxes of $32,929) | |
Income from affiliated securities | |
| |
| |
| |
| |
Custody and accounting fees | |
| |
| |
Interest holder report expenses | |
Trustees’ fees and expenses | |
| |
| |
| |
Less: Fee waivers and/or expense reimbursements | |
| |
| |
Realized and unrealized gains (losses) on investments | |
Net realized gains (losses) on | |
| |
Foreign currency and foreign currency translations | |
Net realized gains on investments | |
Net change in unrealized gains (losses) on | |
| |
Foreign currency and foreign currency translations | |
Net change in unrealized gains (losses) on investments | |
Net realized and unrealized gains (losses) on investments | |
Net increase in net assets resulting from operations | |
The accompanying notes are an integral part of these financial statements.
Allspring Large Cap Value Portfolio | 19
Statements of changes in net assets
| Six months ended
October 31, 2024
(unaudited) | | |
| | | | | | |
| | | | | | |
Net realized gains on investments | | | | | | |
Net change in unrealized gains (losses) on investments | | | | | | |
Net increase (decrease) in net assets resulting from operations | | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
Net decrease in net assets resulting from capital share transactions | | | | | | |
Total decrease in net assets | | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
1 For the eleven months ended April 30, 2024. The Portfolio changed its fiscal year end from May 31 to April 30, effective April 30, 2024.
The accompanying notes are an integral part of these financial statements.
20 | Allspring Large Cap Value Portfolio
| Six months ended
October 31, 2024
(unaudited) | | |
| | | | | |
| | | | | | | |
Ratios to average net assets (annualized) | | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| Ratios include interest expense relating to interest associated with borrowings and/or leverage transactions as follows: |
Six months ended October 31, 2024 (unaudited) | |
| For the eleven months ended April 30, 2024. The Portfolio changed its fiscal year end from May 31 to April 30, effective April 30, 2024. |
| Returns include adjustments required by U.S. GAAP and may differ from net asset values and performance reported elsewhere. Returns for periods of less than one year are not annualized. |
| Net expense ratios reflect voluntary waivers, if any. |
The accompanying notes are an integral part of these financial statements.
Allspring Large Cap Value Portfolio | 21
Notes to financial statements (unaudited)
Notes to financial statements
Allspring Master 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 Large Cap Value Portfolio (the “Portfolio”) which is a diversified series of the Trust.
Interests in the Portfolio are available solely through private placement transactions that do not involve any “public offering” within the meaning of Section 4(a)(2) of the Securities Act of 1933.
2.
SIGNIFICANT ACCOUNTING POLICIES
The following significant accounting policies, which are consistently followed in the preparation of the financial statements of the Portfolio, are in conformity with U.S. generally accepted accounting principles (“GAAP”) 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.
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 Portfolio may deviate from this calculation time under unusual or unexpected circumstances.
Equity securities and exchange-traded funds 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.
Investments in registered open-end investment companies (other than those listed on a foreign or domestic exchange or market) are valued at net asset value.
Investments which are not valued using the methods discussed above are valued at their fair value, as determined in good faith by Allspring Funds Management, LLC (“Allspring Funds Management”), which was named the valuation designee by the Board of Trustees. As the valuation designee, Allspring Funds Management is responsible for day-to-day valuation activities for the Allspring Funds. In connection with these responsibilities, Allspring Funds Management has established a Valuation Committee 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. On a quarterly basis, the Board of Trustees receives reports of valuation actions taken by the Valuation Committee. On at least an annual basis, the Board of Trustees receives an assessment of the adequacy and effectiveness of Allspring Funds Management’s process for determining the fair value of the portfolio of investments.
Foreign currency translation
The accounting records of the Portfolio 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 Valuation 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.
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. Dividend income is recorded net of foreign taxes withheld where recovery of such taxes is not assured.
Interest earned on cash balances held at the custodian is recorded as interest income.
Distributions received from REIT investments may be characterized as ordinary income, capital gains, or a return of capital to the Portfolio based on information provided by the REIT. The proper characterization of REIT distributions is generally not known until after the end of each calendar year. As such, estimates may be used in reporting the character of income and distributions for financial statement purposes.
22 | Allspring Large Cap Value Portfolio
Notes to financial statements (unaudited)
Federal and other taxes
The Portfolio is not required to pay federal income taxes on its net investment income and net capital gains as it is treated as a partnership for federal income tax purposes. All income, gains and losses of the Portfolio are deemed to have been “passed through” to the interest holders in proportion to their holdings of the Portfolio regardless of whether income and gains have been distributed by the Portfolio.
The Portfolio’s income tax returns and all financial records supporting those returns for the prior three fiscal years are subject to examination by the federal revenue authority. Management has analyzed the Portfolio’s tax positions taken on federal, state, and foreign tax returns, as applicable, 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, 2024, the aggregate cost of all investments for federal income tax purposes was $194,126,573 and the unrealized gains (losses) consisted of:
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 Portfolio’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 Portfolio’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 Portfolio’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 Portfolio’s assets and liabilities as of October 31, 2024:
| | Other significant
observable inputs
(Level 2) | Significant
unobservable inputs
(Level 3) | |
| | | | |
| | | | |
| | | | |
| | | | |
| | | | |
| | | | |
| | | | |
| | | | |
| | | | |
| | | | |
| | | | |
| | | | |
| | | | |
| | | | |
| | | | |
| | | | |
| | | | |
Additional sector, industry or geographic detail, if any, is included in the Portfolio of Investments.
At October 31, 2024, the Portfolio did not have any transfers into/out of Level 3.
Allspring Large Cap Value Portfolio | 23
Notes to financial statements (unaudited)
4.
TRANSACTIONS WITH AFFILIATES AND OTHER EXPENSES
The Trust has entered into an advisory contract with Allspring Funds Management, a wholly owned subsidiary of Allspring Global Investments Holdings, LLC, a holding company indirectly owned by certain private funds of GTCR LLC and Reverence Capital Partners, L.P. The adviser is responsible for implementing investment policies and guidelines and for supervising the subadviser, who is responsible for day-to-day portfolio management of the Portfolio. Pursuant to the contract, Allspring Funds Management is entitled to receive an advisory fee at the following annual rate based on the Portfolio’s average daily net assets:
For the six months ended October 31, 2024, the advisory fee was equivalent to an annual rate of 0.65% of the Portfolio’s average daily net assets.
Allspring Funds Management has retained the services of a subadviser to provide daily portfolio management to the Portfolio. The fee for subadvisory services is borne by Allspring Funds Management. Allspring Investments is the subadviser to the Fund and is entitled to receive a fee from Allspring Funds Management at an annual rate starting at 0.30% and declining to 0.20% as the average daily net assets of the Fund increase.
Allspring Funds Management has voluntarily waived and/or reimbursed advisory fees to reduce the net operating expense ratio of the Portfolio. These voluntary waivers may be discontinued at any time.
The Portfolio 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 Portfolio did not have any interfund transactions during the six months ended October 31, 2024.
5.
INVESTMENT PORTFOLIO TRANSACTIONS
Purchases and sales of investments, excluding U.S. government obligations (if any) and short-term securities, for the six months ended October 31, 2024 were $35,592,759 and $68,385,377, respectively.
The Trust, along with Allspring Variable Trust and Allspring Funds Trust (excluding the money market funds), are parties to a $275,000,000 (prior to July 9, 2024: $350,000,000), revolving credit agreement whereby the Portfolio is permitted to use bank borrowings for temporary or emergency purposes, such as to fund redemption requests. Interest under the credit agreement is charged to the Portfolio based on a borrowing rate equal to the higher of the Federal Funds rate or the overnight bank funding rate in effect on that day plus a spread. In addition, an annual commitment fee based on the unused balance is allocated to each participating fund.
During the six months ended October 31, 2024, the Portfolio had average borrowings outstanding of $387,500 at an average rate of 6.53% and paid interest in the amount of $12,758.
Under the Portfolio’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 Portfolio. The Portfolio has entered into a separate agreement with each Trustee that converts indemnification rights currently existing under the Portfolio’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 Portfolio may enter into contracts with service providers that contain a variety of indemnification clauses. The Portfolio’s maximum exposure under these arrangements is dependent on future claims that may be made against the Portfolio and, therefore, cannot be estimated.
24 | Allspring Large Cap Value Portfolio
Other information (unaudited)
Other 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 1-866-259-3305, 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.
Quarterly portfolio holdings information
The Fund and Portfolio file their complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year as an exhibit to their reports on Form N-PORT. Shareholders and Interest holders may view the filed Form N-PORT by visiting the SEC website at sec.gov.
Allspring Large Cap Value Fund | 25
Other information (unaudited)
Item 8. Changes in and disagreements with accountants
Item 9. Matters submitted to fund shareholders for a vote
Item 10. Remuneration paid to directors, officers and others
Refer to information in the Statement of operations.
26 | Allspring Large Cap Value Fund
Other information (unaudited)
Item 11. Statement regarding basis for the board’s approval of investment advisory contract
Board consideration of investment management, advisory, and sub-advisory agreements:
Under the Investment Company Act of 1940 (the “1940 Act”), the Board of Trustees (each, a “Board” and collectively, the “Boards”) of each of Allspring Funds Trust (“Funds Trust”) and Allspring Master Trust (“Master Trust”, and collectively, the “Trusts”) must determine annually whether to approve the continuation of the Trusts’ investment management, advisory, and sub-advisory agreements, as applicable. In this regard, at a Board meeting held on May 28-30, 2024 (the “Meeting”), the Funds Trust Board, all the members of which have no direct or indirect interest in the investment management agreement and are not “interested persons” of the Trusts, as defined in the 1940 Act (the “Independent Trustees”), reviewed and approved for the Allspring Large Cap Value Fund, a portfolio of Funds Trust (the “Feeder Fund”), an investment management agreement (the “Feeder Fund Management Agreement”) with Allspring Funds Management, LLC (“Allspring Funds Management”).
At the Meeting, the Master Trust Board, all the members of which have no direct or indirect interest in the investment advisory and sub-advisory agreements and are Independent Trustees, reviewed and approved: (i) an investment advisory agreement (the “Master Portfolio Advisory Agreement”) with Allspring Funds Management for the Allspring Large Cap Value Portfolio, a portfolio of Master Trust (the “Master Portfolio”); and (ii) an investment sub-advisory agreement (the “Sub-Advisory Agreement”) with Allspring Global Investments, LLC (the “Sub-Adviser”), an affiliate of Allspring Funds Management, for the Master Portfolio.
The Feeder Fund and the Master Portfolio are collectively referred to as the “Funds.” The Feeder Fund Management Agreement, the Master Portfolio Advisory Agreement, and the Sub-Advisory Agreement are collectively referred to as the “Advisory Agreements.”
The Feeder Fund is a feeder fund that invest substantially all of its assets in the Master Portfolio. The Master Portfolio has a substantially similar investment objective and substantially similar investment strategies to the Feeder Fund. Information provided to the Boards regarding the Feeder Fund is also applicable to the Master Portfolio, as relevant.
At the Meeting, the Boards considered the factors and reached the conclusions described below relating to the selection of Allspring Funds Management and the Sub-Adviser and the approval of the Advisory Agreements. Prior to the Meeting, including at meeting of the Boards held in April 2024, and at the Meeting, the Trustees conferred extensively among themselves and with representatives of Allspring Funds Management about these matters. The Boards have adopted a team-based approach, with each team consisting of a sub-set of Trustees, to assist the full Boards in the discharge of their 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 Boards, Allspring 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 Boards’ annual contract renewal process earlier in 2024. 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 Boards considered not only the specific information presented in connection with the Meeting, but also the knowledge gained over time through interactions with Allspring Funds Management and the Sub-Adviser about various topics. In this regard, the Boards reviewed reports of Allspring Funds Management at each of their quarterly meetings, which included, among other things, portfolio reviews and investment performance reports. In addition, the Boards and the teams mentioned above confer with portfolio managers at various times throughout the year. The Boards 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 Funds Trust Board unanimously determined that the compensation payable to Allspring Funds Management was reasonable, and approved the continuation of the Feeder Fund Management Agreement for a one-year term. Additionally, after its deliberations, the Master Trust Board unanimously determined that the compensation payable to Allspring Funds Management and the Sub-Adviser was reasonable, and approved the continuation of the Master Portfolio Advisory Agreement and the Sub-Advisory Agreement, each for a one-year term. The Boards considered the approval of the Advisory Agreements for the Funds as part of their consideration of agreements for funds across the complex, but their approvals were made on a fund-by-fund basis. The following summarizes a number of important, but not necessarily all, factors considered by the Boards in support of their approvals.
Nature, extent, and quality of services
The Boards received and considered various information regarding the nature, extent, and quality of services provided to the Feeder Fund and the Master Portfolio, as applicable, by Allspring 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 Feeder Fund Management Agreement, as well as, among other things, a summary of the background and experience of senior management of Allspring Global Investments, of which Allspring Funds Management and
Allspring Large Cap Value Fund | 27
Other information (unaudited)
the Sub-Adviser are a part, and a summary of investments made in the Allspring Global Investments business.* The Boards also received information about the services that continue to be provided by Wells Fargo & Co. and/or its affiliates (“Wells Fargo”) since the sale of Wells Fargo Asset Management to Allspring Global Investments Holdings, LLC, a holding company indirectly owned by certain private funds of GTCR LLC and Reverence Capital Partners, L.P., under a transition services agreement and an update on the anticipated timeline for exiting the transition services agreement. In addition, the Boards received and considered information about the full range of services provided to the Fund and the Master Portfolio by Allspring Funds Management and its affiliates.
The Boards considered the qualifications, background, tenure, and responsibilities of each of the portfolio managers primarily responsible for the day-to-day portfolio management of the Master Portfolio. The Boards evaluated the ability of Allspring Funds Management and the Sub-Adviser to attract and retain qualified investment professionals, including research, advisory, and supervisory personnel.
The Boards further considered the compliance programs and compliance records of Allspring Funds Management and the Sub-Adviser. The Boards received and considered information about Allspring Global Investments’ risk management functions, which included information about Allspring Funds Management’s and the Sub-Adviser’s business continuity plans, their approaches to data privacy and cybersecurity, and Allspring Funds Management’s role as administrator of the Funds’ liquidity risk management programs and fair valuation designee. The Boards also received and considered information about Allspring Funds Management’s intermediary and vendor oversight program.
Fund investment performance and expenses
The Boards considered the investment performance results for each of the Funds over various time periods ended December 31, 2023. The Boards 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 Feeder Fund (the “Universe”), and in comparison to the Feeder Fund’s benchmark index and to other comparative data. Broadridge is an independent provider of investment company data. The Boards received a description of the methodology used by Broadridge to select the mutual funds in the performance Universe. The Funds Trust Board noted that the investment performance of the Feeder Fund (Administrator Class) was higher than or in range of the average investment performance of its Universe for all periods under review. The Funds Trust Board also noted that the investment performance of the Feeder Fund was higher than its benchmark index, the Russell 1000® Value Index, for all periods under review.
The Master Trust Board took note of the investment performance of the Master Portfolio in the context of reviewing the investment performance of the Feeder Fund.
The Funds Trust Board also received and considered information regarding the Feeder Fund’s net operating expense ratios, which include fees and expenses of the Master Portfolio, and their various components, including actual management fees assessed at the Feeder Fund and Master Portfolio levels, custodian and other non-management fees, and Rule 12b-1 and non-Rule 12b-1 shareholder service fees. The Funds Trust 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 Feeder Fund (the “Groups”). The Funds Trust 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 Funds Trust Board noted that the net operating expense ratios of the Feeder Fund were lower than the median net operating expense ratios of the expense Groups for each share class. The Board noted Allspring Funds Management had agreed to reduce the net operating expense caps for each share class of the Feeder Fund.
With respect to the Master Portfolio, the Master Trust Board reviewed the fee rates payable to Allspring Funds Management for investment advisory services (as discussed below), which are the only fees charged at the Master Portfolio level, relative to a corresponding expense Group.
The Boards took into account the Funds’ investment performance and expense information provided to them among the factors considered in deciding to re-approve the Advisory Agreements.
Investment management, advisory, and sub-advisory fee rates
The Funds Trust Board noted that Allspring Funds Management receives no advisory fees from the Feeder Fund as long as the Feeder Fund continues to invest all (or substantially all) of its assets in a single master portfolio. If the Feeder Fund were to change its investment structure so that it began investing in two or more master portfolios (a fund-of-funds), Allspring Funds Management would be entitled to receive an annual fee of 0.25% of the Feeder Fund’s average daily net assets for providing investment advisory services to the Feeder Fund, including allocating the Feeder Fund’s assets to the Master Portfolio.
The Funds Trust Board reviewed and considered the contractual fee rates payable by the Feeder Fund to Allspring Funds Management under the Feeder Fund Management Agreement for management services (other than investment advisory services), as well as the contractual fee rates payable by the Feeder Fund to Allspring 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 trade name for the asset management firm that includes Allspring Funds Management and the Sub-Adviser is “Allspring Global Investments.”
28 | Allspring Large Cap Value Fund
Other information (unaudited)
The Master Trust Board reviewed and considered the contractual investment advisory fee rate payable by the Master Portfolio to Allspring Funds Management for investment advisory services under the Master Portfolio Advisory Agreement (the “Advisory Agreement Rate”). The Master Trust Board also reviewed and considered the contractual investment sub-advisory fee rates payable by Allspring Funds Management to the Sub-Adviser for investment sub-advisory services.
Among other information reviewed by the Funds Trust Board was a comparison of the Feeder Fund’s Management Rate, which, for this purpose, includes the advisory fees paid at the Master Portfolio level, 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 Funds Trust Board noted that the Management Rates of the Feeder Fund were in range of the sum of these average rates for the Feeder Fund’s expense Groups for each share class, except for Administrator Class shares for which it was higher than the sum of these average rates for the Feeder Fund’s expense Group.
The Master Trust Board reviewed a comparison of the Advisory Agreement Rate of the Master Portfolio with those of other funds in the Master Portfolio’s expense Group at a common asset level. The Master Trust Board noted that the Advisory Agreement Rate of the Master Portfolio was equal to the median rate for the Master Portfolio’s expense Group.
The Master Trust Board also received and considered information about the portions of the total management fees that were retained by Allspring Funds Management after payment of the fees to the Sub-Adviser for sub-advisory services. In assessing the reasonableness of these amounts, the Master Trust Board received and evaluated information about the nature and extent of responsibilities retained and risks assumed by Allspring Funds Management and not delegated to or assumed by the Sub-Adviser, and about Allspring Funds Management’s on-going oversight services. Given the affiliation between Allspring Funds Management and the Sub-Adviser, the Master Trust Board ascribed limited relevance to the allocation of fees between them.
The Boards also received and considered information about the nature and extent of services offered and fee rates charged by Allspring Funds Management and the Sub-Adviser to other types of clients with investment strategies similar to those of the Funds. In this regard, the Boards received information about the significantly greater scope of services, and compliance, reporting and other legal and regulatory obligations 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 Funds Trust Board determined that the compensation payable to Allspring Funds Management under the Feeder Fund Management Agreement was reasonable, and the Master Trust Board determined that the compensation payable to Allspring Funds Management under the Master Portfolio Advisory Agreement and to the Sub-Adviser under the Sub-Advisory Agreement was reasonable.
The Boards received and considered information concerning the profitability of Allspring Funds Management, as well as the profitability of Allspring Global Investments, from providing services to the fund complex as a whole. The Master Trust Board noted that the Sub-Adviser’s profitability information with respect to providing services to the Master Portfolio and other funds in the complex was subsumed in the Allspring Global Investments profitability analysis.
Allspring 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 Boards 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 their review, the Boards did not deem the profits reported by Allspring Funds Management or Allspring Global Investments from services provided to the Funds to be at a level that would prevent the Boards from approving the continuation of the Advisory Agreements.
The Boards received and considered information about the potential for Allspring Funds Management to experience economies of scale in the provision of management services to the Funds, the difficulties of isolating and quantifying economies of scale at an individual fund level, and the extent to which potential scale benefits are shared with shareholders of the Funds. The Boards noted the existence of breakpoints in the Master Portfolio’s advisory fee structure and the Feeder Fund’s management fee structure, which operate generally to reduce the Funds’ expense ratios as the Funds grow in size, and the size of the Master Portfolio and the Feeder Fund, respectively, in relation to such breakpoints. The Boards considered that, in addition to advisory fee and management fee breakpoints, Allspring 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 Boards concluded that Allspring Funds Management’s arrangements with respect to each Fund, including contractual breakpoints, constituted a reasonable approach to sharing potential economies of scale with the Funds and their shareholders.
Allspring Large Cap Value Fund | 29
Other information (unaudited)
Other benefits to Allspring Funds Management and the Sub-Adviser
The Boards received and considered information regarding potential “fall-out” or ancillary benefits received by Allspring Funds Management and its affiliates, including the Sub-Adviser, 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 Allspring Funds Management’s and the Sub-Adviser’s business as a result of their relationships with the Funds. The Board noted that Allspring Funds Distributor, LLC, an affiliate of Allspring Funds Management, receives distribution-related fees in respect of shares sold or held through it.
The Boards also reviewed information about soft dollar credits earned and utilized by the Sub-Adviser.
Based on their consideration of the factors and information they deemed relevant, including those described here, the Boards did not find that any ancillary benefits received by Allspring Funds Management and its affiliates, including the Sub-Adviser, were unreasonable.
At the Meeting, after considering the above-described factors and based on its deliberations and its evaluation of the information described above, the Funds Trust Board unanimously determined that the compensation payable to Allspring Funds Management was reasonable, and approved the continuation of the Feeder Fund Management Agreement for a one-year term. Additionally, after considering the above-described factors and based on its deliberations and its evaluation of the information described above, the Master Trust Board unanimously determined that the compensation payable to Allspring Funds Management and the Sub-Adviser was reasonable, and approved the continuation of the Master Portfolio Advisory Agreement and the Sub-Advisory Agreement, each for a one-year term.
30 | Allspring Large Cap Value Fund
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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
Website: allspringglobal.com
Individual investors: 1-800-222-8222
Retail investment professionals: 1-888-877-9275
Institutional investment professionals: 1-800-260-5969
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.
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.
© 2024 Allspring Global Investments Holdings, LLC. All rights reserved.
NCSRS1863 10-24
Allspring Small Company Growth Fund
Long Form Financial Statements
Semi-Annual Report
Allspring Small Company Growth Fund | 1
Portfolio of investments—October 31, 2024 (unaudited)
| | | | | |
Investment companies: 99.93% | | | | | | |
Affiliated master portfolio: 99.93% | | | | | | |
Allspring Small Company Growth Portfolio | | | | | | |
Total investment companies (Cost $401,948,768) | | | | | | |
Total investments in securities (Cost $401,948,768) | | | | | | |
Other assets and liabilities, net | | | | | | |
| | | | | | |
Transactions with the affiliated Master Portfolio were as follows:
| % of
ownership,
beginning
of period | % of
ownership,
end of
period | Net realized
gains
(losses) on
investments
allocated
from
affiliated
Master
Portfolio | Net
change in
unrealized
gains
(losses) on
investments
allocated
from
affiliated
Master
Portfolio | Dividends
allocated
from
affiliated
Master
Portfolio | Interest
allocated
from
affiliated
Master
Portfolio | Affiliated
Income
Allocated
from
affiliated
Master
Portfolio | |
Allspring Small Company Growth Portfolio | | | | | | | | |
The accompanying notes are an integral part of these financial statements.
2 | Allspring Small Company Growth Fund
Statement of assets and liabilities—October 31, 2024 (unaudited)
Financial statements
Statement of assets and liabilities
| |
Investments in affiliated Master Portfolio, at value (cost $401,948,768) | |
| |
Receivable for Fund shares sold | |
| |
Prepaid expenses and other assets | |
| |
| |
Payable for Fund shares redeemed | |
Administration fees payable | |
Shareholder servicing fee payable | |
Trustees’ fees and expenses payable | |
| |
Accrued expenses and other liabilities | |
| |
| |
| |
| |
Total distributable earnings | |
| |
Computation of net asset value and offering price per share | |
| |
Shares outstanding–Class A1 | |
Net asset value per share–Class A | |
Maximum offering price per share – Class A2 | |
| |
Shares outstanding–Class C1 | |
Net asset value per share–Class C | |
| |
Shares outstanding–Class R61 | |
Net asset value per share–Class R6 | |
Net assets–Administrator Class | |
Shares outstanding–Administrator Class1 | |
Net asset value per share–Administrator Class | |
Net assets–Institutional Class | |
Shares outstanding–Institutional Class1 | |
Net asset value per share–Institutional Class | |
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.
Allspring Small Company Growth Fund | 3
Statement of operations—six months ended October 31, 2024 (unaudited)
Statement of operations
| |
Dividends allocated from affiliated Master Portfolio (net of foreign withholding taxes of $3,854) | |
Affiliated income allocated from affiliated Master Portfolio | |
Interest allocated from affiliated Master Portfolio | |
Expenses allocated from affiliated Master Portfolio | |
| |
| |
| |
| |
| |
| |
| |
| |
| |
Shareholder servicing fees | |
| |
| |
| |
| |
| |
Custody and accounting fees | |
| |
| |
Shareholder report expenses | |
Trustees’ fees and expenses | |
| |
| |
Less: Fee waivers and/or expense reimbursements | |
| |
| |
| |
| |
| |
| |
| |
Realized and unrealized gains (losses) on investments | |
Net realized gains on investments allocated from affiliated Master Portfolio | |
Net change in unrealized gains (losses) on investments allocated from affiliated Master Portfolio | |
Net realized and unrealized gains (losses) on investments | |
Net increase in net assets resulting from operations | |
The accompanying notes are an integral part of these financial statements.
4 | Allspring Small Company Growth Fund
Statement of changes in net assets
Statement of changes in net assets
|
Six months ended
October 31, 2024 (unaudited) | Year ended April 30, 20241 | |
| | | | | | |
| | | | | | |
Net realized gains on investments | | | | | | |
Net change in unrealized gains (losses) on investments | | | | | | |
Net increase (decrease) in net assets resulting from operations | | | | | | |
Distributions to shareholders from | | | | | | |
Net investment income and net realized gains | | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
Total distributions to shareholders | | | | | | |
Capital share transactions | | | | | | |
Proceeds from shares sold | | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
Reinvestment of distributions | | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
Payment for shares redeemed | | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
Net decrease in net assets resulting from capital share transactions | | | | | | |
Total increase (decrease) in net assets | | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
1 For the eleven months ended April 30, 2024. The Fund changed its fiscal year end from May 31 to April 30, effective April 30, 2024.
The accompanying notes are an integral part of these financial statements.
Allspring Small Company Growth Fund | 5
Financial highlights
(For a share outstanding throughout each period)
| Six months ended
October 31, 2024
(unaudited) | | |
| | | | | |
Net asset value, beginning of period | | | | | | | |
| | | | | | | |
Net realized and unrealized gains (losses) on investments | | | | | | | |
Total from investment operations | | | | | | | |
Distributions to shareholders from | | | | | | | |
| | | | | | | |
Net asset value, end of period | | | | | | | |
| | | | | | | |
Ratios to average net assets (annualized)* | | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Net assets, end of period (000s omitted) | | | | | | | |
| Ratios include net expenses allocated from the affiliated Master Portfolio which were as follows: |
Six months ended October 31, 2024 (unaudited) | |
Year ended April 30, 20241 | |
| |
| |
| |
| |
| |
| For the eleven months ended April 30, 2024. The Fund changed its fiscal year end from May 31 to April 30, effective April 30, 2024. |
| Calculated based upon average shares outstanding |
| Total return calculations do not include any sales charges. Returns include adjustments required by U.S. GAAP and may differ from net asset values and performance reported elsewhere. Returns for periods of less than one year are not annualized. |
| Portfolio turnover rate is calculated by multiplying the affiliated Master Portfolio’s percentage of the Fund’s total investment in securities at the end of the period by the affiliated Master Portfolio’s portfolio turnover rate. |
The accompanying notes are an integral part of these financial statements.
6 | Allspring Small Company Growth Fund
(For a share outstanding throughout each period)
| Six months ended
October 31, 2024
(unaudited) | | |
| | | | | |
Net asset value, beginning of period | | | | | | | |
| | | | | | | |
Net realized and unrealized gains (losses) on investments | | | | | | | |
Total from investment operations | | | | | | | |
Distributions to shareholders from | | | | | | | |
| | | | | | | |
Net asset value, end of period | | | | | | | |
| | | | | | | |
Ratios to average net assets (annualized)* | | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Net assets, end of period (000s omitted) | | | | | | | |
| Ratios include net expenses allocated from the affiliated Master Portfolio which were as follows: |
Six months ended October 31, 2024 (unaudited) | |
Year ended April 30, 20241 | |
| |
| |
| |
| |
| |
| For the eleven months ended April 30, 2024. The Fund changed its fiscal year end from May 31 to April 30, effective April 30, 2024. |
| Calculated based upon average shares outstanding |
| Total return calculations do not include any sales charges. Returns include adjustments required by U.S. GAAP and may differ from net asset values and performance reported elsewhere. Returns for periods of less than one year are not annualized. |
| Portfolio turnover rate is calculated by multiplying the affiliated Master Portfolio’s percentage of the Fund’s total investment in securities at the end of the period by the affiliated Master Portfolio’s portfolio turnover rate. |
The accompanying notes are an integral part of these financial statements.
Allspring Small Company Growth Fund | 7
(For a share outstanding throughout each period)
| Six months ended
October 31, 2024
(unaudited) | | |
| | | | | |
Net asset value, beginning of period | | | | | | | |
| | | | | | | |
Net realized and unrealized gains (losses) on investments | | | | | | | |
Total from investment operations | | | | | | | |
Distributions to shareholders from | | | | | | | |
| | | | | | | |
Net asset value, end of period | | | | | | | |
| | | | | | | |
Ratios to average net assets (annualized)* | | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Net assets, end of period (000s omitted) | | | | | | | |
| Ratios include net expenses allocated from the affiliated Master Portfolio which were as follows: |
Six months ended October 31, 2024 (unaudited) | |
Year ended April 30, 20241 | |
| |
| |
| |
| |
| |
| For the eleven months ended April 30, 2024. The Fund changed its fiscal year end from May 31 to April 30, effective April 30, 2024. |
| Calculated based upon average shares outstanding |
| Returns include adjustments required by U.S. GAAP and may differ from net asset values and performance reported elsewhere. Returns for periods of less than one year are not annualized. |
| Portfolio turnover rate is calculated by multiplying the affiliated Master Portfolio’s percentage of the Fund’s total investment in securities at the end of the period by the affiliated Master Portfolio’s portfolio turnover rate. |
The accompanying notes are an integral part of these financial statements.
8 | Allspring Small Company Growth Fund
(For a share outstanding throughout each period)
| Six months ended
October 31, 2024
(unaudited) | | |
| | | | | |
Net asset value, beginning of period | | | | | | | |
| | | | | | | |
Net realized and unrealized gains (losses) on investments | | | | | | | |
Total from investment operations | | | | | | | |
Distributions to shareholders from | | | | | | | |
| | | | | | | |
Net asset value, end of period | | | | | | | |
| | | | | | | |
Ratios to average net assets (annualized)* | | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Net assets, end of period (000s omitted) | | | | | | | |
| Ratios include net expenses allocated from the affiliated Master Portfolio which were as follows: |
Six months ended October 31, 2024 (unaudited) | |
Year ended April 30, 20241 | |
| |
| |
| |
| |
| |
| For the eleven months ended April 30, 2024. The Fund changed its fiscal year end from May 31 to April 30, effective April 30, 2024. |
| Calculated based upon average shares outstanding |
| Returns include adjustments required by U.S. GAAP and may differ from net asset values and performance reported elsewhere. Returns for periods of less than one year are not annualized. |
| Portfolio turnover rate is calculated by multiplying the affiliated Master Portfolio’s percentage of the Fund’s total investment in securities at the end of the period by the affiliated Master Portfolio’s portfolio turnover rate. |
The accompanying notes are an integral part of these financial statements.
Allspring Small Company Growth Fund | 9
(For a share outstanding throughout each period)
| Six months ended
October 31, 2024
(unaudited) | | |
| | | | | |
Net asset value, beginning of period | | | | | | | |
| | | | | | | |
Net realized and unrealized gains (losses) on investments | | | | | | | |
Total from investment operations | | | | | | | |
Distributions to shareholders from | | | | | | | |
| | | | | | | |
Net asset value, end of period | | | | | | | |
| | | | | | | |
Ratios to average net assets (annualized)* | | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Net assets, end of period (000s omitted) | | | | | | | |
| Ratios include net expenses allocated from the affiliated Master Portfolio which were as follows: |
Six months ended October 31, 2024 (unaudited) | |
Year ended April 30, 20241 | |
| |
| |
| |
| |
| |
| For the eleven months ended April 30, 2024. The Fund changed its fiscal year end from May 31 to April 30, effective April 30, 2024. |
| Calculated based upon average shares outstanding |
| Returns include adjustments required by U.S. GAAP and may differ from net asset values and performance reported elsewhere. Returns for periods of less than one year are not annualized. |
| Portfolio turnover rate is calculated by multiplying the affiliated Master Portfolio’s percentage of the Fund’s total investment in securities at the end of the period by the affiliated Master Portfolio’s portfolio turnover rate. |
The accompanying notes are an integral part of these financial statements.
10 | Allspring Small Company Growth Fund
Notes to financial statements (unaudited)
Notes to financial statements
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 Small Company Growth Fund (the “Fund”) which is a diversified series of the Trust.
The Fund is a feeder fund in a master-feeder structure that invests substantially all of its assets in a single master portfolio with a substantially identical investment objective and substantially similar investment strategies. The Fund invests in Allspring Small Company Growth Portfolio, a separate diversified portfolio (the “affiliated Master Portfolio”) of Allspring Master Trust, a registered open-end management investment company. As of October 31, 2024, the Fund owned 96.99% of Allspring Small Company Growth Portfolio. The affiliated Master Portfolio directly acquires portfolio securities and the Fund acquires an indirect interest in those securities. The Fund accounts for its investment in the affiliated Master Portfolio as a partnership investment and records on a daily basis its share of the affiliated Master Portfolio’s income, expense and realized and unrealized gains and losses. The financial statements of the affiliated Master Portfolio for the six months ended October 31, 2024 are included in this report and should be read in conjunction with the Fund’s financial statements.
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 (“GAAP”) 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.
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.
Investments in the affiliated Master Portfolio are valued daily based on the Fund’s proportionate share of the affiliated Master Portfolio’s net assets, which are also valued daily.
Investments which are not valued using the method discussed above are valued at their fair value, as determined in good faith by Allspring Funds Management, LLC (“Allspring Funds Management”), which was named the valuation designee by the Board of Trustees. As the valuation designee, Allspring Funds Management is responsible for day-to-day valuation activities for the Allspring Funds. In connection with these responsibilities, Allspring Funds Management has established a Valuation Committee 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. On a quarterly basis, the Board of Trustees receives reports of valuation actions taken by the Valuation Committee. On at least an annual basis, the Board of Trustees receives an assessment of the adequacy and effectiveness of Allspring Funds Management’s process for determining the fair value of the portfolio of investments.
Investment transactions, income and expenses
Investments in the affiliated Master Portfolio are recorded on a trade date basis. The Fund records daily its proportionate share of the affiliated Master Portfolio’s income, expenses and realized and unrealized gains or losses. The Fund also accrues its own expenses.
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. GAAP. 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.
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, as applicable, for all open tax years and does not believe that there are any uncertain tax positions that require recognition of a tax liability.
Allspring Small Company Growth Fund | 11
Notes to financial statements (unaudited)
As of October 31, 2024, the aggregate cost of all investments for federal income tax purposes was $412,655,370 and the unrealized gains (losses) consisted of:
As of April 30, 2024, the Fund had a qualified late-year ordinary loss of $820,345 which was recognized on the first day of the current fiscal year.
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
At October 31, 2024, the Fund’s investment in the affiliated Master Portfolio was measured at fair value using the net asset value per share (or its equivalent) as a practical expedient. The investment objective and fair value of the affiliated Master Portfolio is as follows:
Affiliated Master Portfolio | | Fair value of affiliated
Master Portfolio |
Allspring Small Company Growth Portfolio | Seek long-term capital appreciation | |
The affiliated Master Portfolio does not have a redemption period notice, can be redeemed daily and does not have any unfunded commitments.
4.
TRANSACTIONS WITH AFFILIATES
Allspring Funds Management, a wholly owned subsidiary of Allspring Global Investments Holdings, LLC, a holding company indirectly owned by certain private funds of GTCR LLC and Reverence Capital Partners, L.P., is the manager 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 and providing fund-level administrative services in connection with the Fund’s operations. As long as the Fund continues to invest substantially all of its assets in a single affiliated Master Portfolio, the Fund pays, generally on a monthly basis, Allspring Funds Management an investment management fee only for fund-level administrative services at the following annual rate based on the Fund’s average daily net assets:
For the six months ended October 31, 2024, the management fee was equivalent to an annual rate of 0.05% of the Fund’s average daily net assets.
Allspring Funds Management also serves as the adviser to the affiliated Master Portfolio and is entitled to receive a fee from the affiliated Master Portfolio for those services.
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 and generally paid monthly, as follows:
| Class-level
administration fee |
| |
| |
| |
| |
| |
12 | Allspring Small Company Growth Fund
Notes to financial statements (unaudited)
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 reimbursed 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. Net expenses from the affiliated Master Portfolio are included in the expense caps. Allspring Funds Management has contractually committed through August 31, 2025 to waive fees and/or reimburse expenses to the extent necessary to cap the Fund’s expenses. Prior to or after the commitment expiration date, the cap may be increased or the commitment to maintain the cap may be terminated only with the approval of the Board of Trustees. As of October 31, 2024, the contractual caps are as follows:
The Trust has adopted a distribution plan for Class C shares 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”), the principal underwriter, an affiliate of Allspring Funds Management, at an annual rate up to 0.75% of the average daily net assets of Class C shares. Such fees are generally paid on a monthly basis.
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 six months ended October 31, 2024, Allspring Funds Distributor received $153 from the sale of Class A shares. No contingent deferred sales charges were incurred by Class A and Class C shares for the six months ended October 31, 2024.
Shareholder servicing fees
The Trust has entered into contracts with one or more shareholder servicing agents, whereby Class A, Class C and Administrator Class are charged a fee at an annual rate up to 0.25% of the average daily net assets of each respective class and are generally paid on a monthly basis. A portion of these total shareholder servicing fees were paid to affiliates of the Fund.
5.
INVESTMENT PORTFOLIO TRANSACTIONS
The Fund seeks to achieve its investment objective by investing substantially all of its assets in the affiliated Master Portfolio. Purchases and sales have been calculated by multiplying the Fund’s ownership percentage of the affiliated Master Portfolio at the end of the period by the affiliated Master Portfolio’s purchases and sales. Purchases and sales of investments, excluding U.S. government obligations (if any) and short-term securities, for the six months ended October 31, 2024 were $115,370,428 and $116,958,141, respectively.
The Trust (excluding the money market funds), Allspring Master Trust and Allspring Variable Trust are parties to a $275,000,000 (prior to July 9, 2024: $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 or the overnight bank funding rate in effect on that day plus a spread. In addition, an annual commitment fee based on the unused balance is allocated to each participating fund.
For the six months ended October 31, 2024, there were no borrowings by the Fund under the agreement.
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.
Allspring Small Company Growth Fund | 13
Portfolio of investments—October 31, 2024 (unaudited)
| | | | | |
| | | | | | |
Communication services: 0.35% | | | | | | |
| | | | | | |
Lions Gate Entertainment Corp. Class B† | | | | | | |
Consumer discretionary: 9.24% | | | | | | |
Automobile components: 1.94% | | | | | | |
Modine Manufacturing Co.† | | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
Ollie’s Bargain Outlet Holdings, Inc.† | | | | | | |
Diversified consumer services: 0.69% | | | | | | |
KinderCare Learning Cos., Inc.† | | | | | | |
Hotels, restaurants & leisure: 1.05% | | | | | | |
International Game Technology PLC | | | | | | |
Household durables: 1.01% | | | | | | |
| | | | | | |
| | | | | | |
Academy Sports & Outdoors, Inc. | | | | | | |
Boot Barn Holdings, Inc.† | | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
Textiles, apparel & luxury goods: 0.83% | | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
Consumer staples distribution & retail : 1.28% | | | | | | |
Performance Food Group Co.† | | | | | | |
| | | | | | |
| | | | | | |
Personal care products: 1.10% | | | | | | |
| | | | | | |
Oddity Tech Ltd. Class A† | | | | | | |
| | | | | | |
| | | | | | |
Energy equipment & services: 0.81% | | | | | | |
| | | | | | |
The accompanying notes are an integral part of these financial statements.
14 | Allspring Small Company Growth Portfolio
Portfolio of investments—October 31, 2024 (unaudited)
| | | | | |
Oil, gas & consumable fuels: 0.66% | | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
Virtu Financial, Inc. Class A | | | | | | |
| | | | | | |
Financial services: 3.14% | | | | | | |
| | | | | | |
| | | | | | |
Shift4 Payments, Inc. Class A† | | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
Baldwin Insurance Group, Inc. Class A† | | | | | | |
Bowhead Specialty Holdings, Inc.† | | | | | | |
| | | | | | |
Ryan Specialty Holdings, Inc. Class A | | | | | | |
Skyward Specialty Insurance Group, Inc.† | | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
Amicus Therapeutics, Inc.† | | | | | | |
Applied Therapeutics, Inc.† | | | | | | |
ARS Pharmaceuticals, Inc.† | | | | | | |
Blueprint Medicines Corp.† | | | | | | |
| | | | | | |
Dynavax Technologies Corp.† | | | | | | |
| | | | | | |
Ionis Pharmaceuticals, Inc.† | | | | | | |
Kiniksa Pharmaceuticals International PLC Class A† | | | | | | |
| | | | | | |
Neurocrine Biosciences, Inc.† | | | | | | |
Sarepta Therapeutics, Inc.† | | | | | | |
SpringWorks Therapeutics, Inc.† | | | | | | |
Syndax Pharmaceuticals, Inc.† | | | | | | |
Ultragenyx Pharmaceutical, Inc.† | | | | | | |
| | | | | | |
Health care equipment & supplies: 4.74% | | | | | | |
| | | | | | |
| | | | | | |
The accompanying notes are an integral part of these financial statements.
Allspring Small Company Growth Portfolio | 15
Portfolio of investments—October 31, 2024 (unaudited)
| | | | | |
Health care equipment & supplies(continued) | | | | | | |
| | | | | | |
| | | | | | |
iRhythm Technologies, Inc.† | | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
Health care providers & services: 1.33% | | | | | | |
| | | | | | |
Privia Health Group, Inc.† | | | | | | |
| | | | | | |
Health care technology: 2.28% | | | | | | |
Evolent Health, Inc. Class A† | | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
Life sciences tools & services: 4.46% | | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
Axsome Therapeutics, Inc.† | | | | | | |
| | | | | | |
Aerospace & defense: 1.33% | | | | | | |
| | | | | | |
Kratos Defense & Security Solutions, Inc.† | | | | | | |
| | | | | | |
Air freight & logistics: 0.67% | | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
Advanced Drainage Systems, Inc. | | | | | | |
| | | | | | |
Zurn Elkay Water Solutions Corp. | | | | | | |
| | | | | | |
The accompanying notes are an integral part of these financial statements.
16 | Allspring Small Company Growth Portfolio
Portfolio of investments—October 31, 2024 (unaudited)
| | | | | |
Commercial services & supplies: 1.04% | | | | | | |
Montrose Environmental Group, Inc.† | | | | | | |
| | | | | | |
| | | | | | |
Construction & engineering: 1.83% | | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
Electrical equipment: 0.74% | | | | | | |
| | | | | | |
Ground transportation: 1.31% | | | | | | |
Knight-Swift Transportation Holdings, Inc. | | | | | | |
Schneider National, Inc. Class B | | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
Marine transportation: 0.72% | | | | | | |
| | | | | | |
Professional services: 7.97% | | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
SS&C Technologies Holdings, Inc. | | | | | | |
Verra Mobility Corp. Class A† | | | | | | |
| | | | | | |
Trading companies & distributors: 1.72% | | | | | | |
| | | | | | |
Core & Main, Inc. Class A† | | | | | | |
| | | | | | |
Information technology: 21.84% | | | | | | |
Communications equipment: 1.98% | | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
Electronic equipment, instruments & components: 3.13% | | | | | | |
Advanced Energy Industries, Inc. | | | | | | |
| | | | | | |
The accompanying notes are an integral part of these financial statements.
Allspring Small Company Growth Portfolio | 17
Portfolio of investments—October 31, 2024 (unaudited)
| | | | | |
Electronic equipment, instruments & components(continued) | | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
Semiconductors & semiconductor equipment: 2.40% | | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
DoubleVerify Holdings, Inc.† | | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
Procore Technologies, Inc.† | | | | | | |
| | | | | | |
SentinelOne, Inc. Class A† | | | | | | |
Sprout Social, Inc. Class A† | | | | | | |
Varonis Systems, Inc. Class B† | | | | | | |
| | | | | | |
Technology hardware, storage & peripherals: 0.67% | | | | | | |
Pure Storage, Inc. Class A† | | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
Real estate management & development: 0.67% | | | | | | |
DigitalBridge Group, Inc. | | | | | | |
Total common stocks (Cost $355,676,787) | | | | | | |
The accompanying notes are an integral part of these financial statements.
18 | Allspring Small Company Growth Portfolio
Portfolio of investments—October 31, 2024 (unaudited)
| | | | | |
Short-term investments: 2.00% | | | | | | |
Investment companies: 2.00% | | | | | | |
Allspring Government Money Market Fund Select Class♠∞ | | | | | | |
Total short-term investments (Cost $11,133,977) | | | | | | |
Total investments in securities (Cost $366,810,764) | | | | | | |
Other assets and liabilities, net | | | | | | |
| | | | | | |
| Non-income-earning security |
| The issuer of the security is an affiliated person of the Portfolio as defined in the Investment Company Act of 1940. |
| The rate represents the 7-day annualized yield at period end. |
Investments in affiliates
An affiliated investment is an investment in which the Portfolio owns at least 5% of the outstanding voting shares of the issuer or as a result of other relationships, such as the Portfolio and the issuer having the same adviser or investment manager. Transactions with issuers that were affiliates of the Portfolio at the end of the period were as follows:
| | | | | Net
change in
unrealized
gains
(losses) | | | Income
from
affiliated
securities |
| | | | | | | | |
Allspring Government Money Market Fund Select Class | | | | | | | | |
The accompanying notes are an integral part of these financial statements.
Allspring Small Company Growth Portfolio | 19
Statement of assets and liabilities—October 31, 2024 (unaudited)
Financial statements
Statement of assets and liabilities
| |
Investments in unaffiliated securities, at value (cost $355,676,787) | |
Investments in affiliated securities, at value (cost $11,133,977) | |
| |
| |
Prepaid expenses and other assets | |
| |
| |
Payable for investments purchased | |
| |
Trustees’ fees and expenses payable | |
Accrued expenses and other liabilities | |
| |
| |
The accompanying notes are an integral part of these financial statements.
20 | Allspring Small Company Growth Portfolio
Statement of operations—six months ended October 31, 2024 (unaudited)
Statement of operations
| |
Dividends (net of foreign withholdings taxes of $3,976) | |
Income from affiliated securities | |
| |
| |
| |
| |
Custody and accounting fees | |
| |
| |
Interest holder report expenses | |
Trustees’ fees and expenses | |
| |
| |
| |
Realized and unrealized gains (losses) on investments | |
Net realized gains on investments | |
Net change in unrealized gains (losses) on investments | |
Net realized and unrealized gains (losses) on investments | |
Net increase in net assets resulting from operations | |
The accompanying notes are an integral part of these financial statements.
Allspring Small Company Growth Portfolio | 21
Statement of changes in net assets
Statement of changes in net assets
| Six months ended
October 31, 2024
(unaudited) | | |
| | | | | | |
| | | | | | |
Net realized gains on investments | | | | | | |
Net change in unrealized gains (losses) on investments | | | | | | |
Net increase (decrease) in net assets resulting from operations | | | | | | |
| | | | | | |
Transactions in investors’ beneficial interests | | | | | | |
| | | | | | |
| | | | | | |
Net decrease in net assets resulting from capital share transactions | | | | | | |
Total increase (decrease) in net assets | | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
1 For the eleven months ended April 30, 2024. The Portfolio changed its fiscal year end from May 31 to April 30, effective April 30, 2024.
The accompanying notes are an integral part of these financial statements.
22 | Allspring Small Company Growth Portfolio
| Six months ended
October 31, 2024
(unaudited) | | |
| | | | | |
| | | | | | | |
Ratios to average net assets (annualized) | | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| For the eleven months ended April 30, 2024. The Portfolio changed its fiscal year end from May 31 to April 30, effective April 30, 2024. |
| Returns include adjustments required by U.S. GAAP and may differ from net asset values and performance reported elsewhere. Returns for periods of less than one year are not annualized. |
| Net expense ratios reflect voluntary waivers, if any. |
The accompanying notes are an integral part of these financial statements.
Allspring Small Company Growth Portfolio | 23
Notes to financial statements (unaudited)
Notes to financial statements
Allspring Master 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 Small Company Growth Portfolio (the “Portfolio”) which is a diversified series of the Trust.
Interests in the Portfolio are available solely through private placement transactions that do not involve any “public offering” within the meaning of Section 4(a)(2) of the Securities Act of 1933.
2.
SIGNIFICANT ACCOUNTING POLICIES
The following significant accounting policies, which are consistently followed in the preparation of the financial statements of the Portfolio, are in conformity with U.S. generally accepted accounting principles (“GAAP”) 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.
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 Portfolio may deviate from this calculation time under unusual or unexpected circumstances.
Equity securities and exchange-traded funds 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.
Investments in registered open-end investment companies (other than those listed on a foreign or domestic exchange or market) are valued at net asset value.
Investments which are not valued using the methods discussed above are valued at their fair value, as determined in good faith by Allspring Funds Management, LLC (“Allspring Funds Management”), which was named the valuation designee by the Board of Trustees. As the valuation designee, Allspring Funds Management is responsible for day-to-day valuation activities for the Allspring Funds. In connection with these responsibilities, Allspring Funds Management has established a Valuation Committee 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. On a quarterly basis, the Board of Trustees receives reports of valuation actions taken by the Valuation Committee. On at least an annual basis, the Board of Trustees receives an assessment of the adequacy and effectiveness of Allspring Funds Management’s process for determining the fair value of the portfolio of investments.
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. Dividend income is recorded net of foreign taxes withheld where recovery of such taxes is not assured.
Interest earned on cash balances held at the custodian is recorded as interest income.
The Portfolio is not required to pay federal income taxes on its net investment income and net capital gains as it is treated as a partnership for federal income tax purposes. All income, gains and losses of the Portfolio are deemed to have been “passed through” to the interest holders in proportion to their holdings of the Portfolio regardless of whether income and gains have been distributed by the Portfolio.
The Portfolio’s income tax returns and all financial records supporting those returns for the prior three fiscal years are subject to examination by the federal revenue authority. Management has analyzed the Portfolio’s tax positions taken on federal, state, and foreign tax returns, as applicable, 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, 2024, the aggregate cost of all investments for federal income tax purposes was $384,738,409 and the unrealized gains (losses) consisted of:
24 | Allspring Small Company Growth Portfolio
Notes to financial statements (unaudited)
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 Portfolio’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 Portfolio’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 Portfolio’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 Portfolio’s assets and liabilities as of October 31, 2024:
| | Other significant
observable inputs
(Level 2) | Significant
unobservable inputs
(Level 3) | |
| | | | |
| | | | |
| | | | |
| | | | |
| | | | |
| | | | |
| | | | |
| | | | |
| | | | |
| | | | |
| | | | |
| | | | |
| | | | |
| | | | |
| | | | |
| | | | |
Additional sector, industry or geographic detail, if any, is included in the Portfolio of Investments.
At October 31, 2024, the Portfolio did not have any transfers into/out of Level 3.
4.
TRANSACTIONS WITH AFFILIATES AND OTHER EXPENSES
The Trust has entered into an advisory contract with Allspring Funds Management, a wholly owned subsidiary of Allspring Global Investments Holdings, LLC, a holding company indirectly owned by certain private funds of GTCR LLC and Reverence Capital Partners, L.P. The adviser is responsible for implementing investment policies and guidelines and for supervising the subadviser, who is responsible for day-to-day portfolio management of the Portfolio. Pursuant to the contract, Allspring Funds Management is entitled to receive an advisory fee at the following annual rate based on the Portfolio’s average daily net assets:
For the six months ended October 31, 2024, the advisory fee was equivalent to an annual rate of 0.79% of the Portfolio’s average daily net assets.
Allspring Small Company Growth Portfolio | 25
Notes to financial statements (unaudited)
Allspring Funds Management has retained the services of a subadviser to provide daily portfolio management to the Portfolio. The fee for subadvisory services is borne by Allspring Funds Management. Peregrine Capital Management, LLC, which is not an affiliate of Allspring Funds Management, is the subadviser to the Portfolio and is entitled to receive a fee from Allspring Funds Management at an annual rate of 0.38% of the Portfolio’s average daily net assets.
The Portfolio 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 Portfolio did not have any interfund transactions during the six months ended October 31, 2024.
5.
INVESTMENT PORTFOLIO TRANSACTIONS
Purchases and sales of investments, excluding U.S. government obligations (if any) and short-term securities, for the six months ended October 31, 2024 were $118,999,038 and $120,641,135, respectively.
The Trust, along with Allspring Variable Trust and Allspring Funds Trust (excluding the money market funds), are parties to a $275,000,000 (prior to July 9, 2024: $350,000,000), revolving credit agreement whereby the Portfolio is permitted to use bank borrowings for temporary or emergency purposes, such as to fund interest holders withdrawal requests. Interest under the credit agreement is charged to the Portfolio based on a borrowing rate equal to the higher of the Federal Funds rate or the overnight bank funding rate in effect on that day plus a spread. In addition, an annual commitment fee based on the unused balance is allocated to each participating fund.
For the six months ended October 31, 2024, there were no borrowings by the Portfolio under the agreement.
Under the Portfolio’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 Portfolio. The Portfolio has entered into a separate agreement with each Trustee that converts indemnification rights currently existing under the Portfolio’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 Portfolio may enter into contracts with service providers that contain a variety of indemnification clauses. The Portfolio’s maximum exposure under these arrangements is dependent on future claims that may be made against the Portfolio and, therefore, cannot be estimated.
26 | Allspring Small Company Growth Portfolio
Other information (unaudited)
Other 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 1-866-259-3305, 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.
Quarterly portfolio holdings information
The Fund and Portfolio file their complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year as an exhibit to their reports on Form N-PORT. Shareholders and Interest holders may view the filed Form N-PORT by visiting the SEC website at sec.gov.
Allspring Small Company Growth Fund | 27
Other information (unaudited)
Item 8. Changes in and disagreements with accountants
Item 9. Matters submitted to fund shareholders for a vote
Item 10. Remuneration paid to directors, officers and others
Refer to information in the Statement of operations.
28 | Allspring Small Company Growth Fund
Other information (unaudited)
Item 11. Statement regarding basis for the board’s approval of investment advisory contract
Board consideration of investment management and sub-advisory agreements:
Under the Investment Company Act of 1940 (the “1940 Act”), the Board of Trustees (each, a “Board” and collectively, the “Boards”) of each of Allspring Funds Trust (“Funds Trust”) and Allspring Master Trust (“Master Trust”, and collectively, the “Trusts”) must determine annually whether to approve the continuation of the Trusts’ investment management, advisory, and sub-advisory agreements, as applicable. In this regard, at a Board meeting held on May 28-30, 2024 (the “Meeting”), the Funds Trust Board, all the members of which have no direct or indirect interest in the investment management agreement and are not “interested persons” of the Trusts, as defined in the 1940 Act (the “Independent Trustees”), reviewed and approved for the Allspring Small Company Growth Fund, a portfolio of Funds Trust (the “Feeder Fund”), an investment management agreement (the “Feeder Fund Management Agreement”) with Allspring Funds Management, LLC (“Allspring Funds Management”).
At the Meeting, the Master Trust Board, all the members of which have no direct or indirect interest in the investment advisory and sub-advisory agreements and are Independent Trustees, reviewed and approved: (i) an investment advisory agreement (the “Master Portfolio Advisory Agreement”) with Allspring Funds Management for the Allspring Small Company Growth Portfolio, a portfolio of Master Trust (the “Master Portfolio”); and (ii) an investment sub-advisory agreement (the “Sub-Advisory Agreement”) with Peregrine Capital Management, LLC (the “Sub-Adviser”) for the Master Portfolio.
The Feeder Fund and the Master Portfolio are collectively referred to as the “Funds.” The Feeder Fund Management Agreement, the Master Portfolio Advisory Agreement, and the Sub-Advisory Agreement are collectively referred to as the “Advisory Agreements.”
The Feeder Fund is a feeder fund that invest substantially all of its assets in the Master Portfolio. The Master Portfolio has a substantially similar investment objective and substantially similar investment strategies to the Feeder Fund. Information provided to the Boards regarding the Feeder Fund is also applicable to the Master Portfolio, as relevant.
At the Meeting, the Boards considered the factors and reached the conclusions described below relating to the selection of Allspring Funds Management and the Sub-Adviser and the approval of the Advisory Agreements. Prior to the Meeting, including at meeting of the Boards held in April 2024, and at the Meeting, the Trustees conferred extensively among themselves and with representatives of Allspring Funds Management about these matters. The Boards have adopted a team-based approach, with each team consisting of a sub-set of Trustees, to assist the full Boards in the discharge of their 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 Boards, Allspring 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 Boards’ annual contract renewal process earlier in 2024. 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 Boards considered not only the specific information presented in connection with the Meeting, but also the knowledge gained over time through interactions with Allspring Funds Management and the Sub-Adviser about various topics. In this regard, the Boards reviewed reports of Allspring Funds Management at each of their quarterly meetings, which included, among other things, portfolio reviews and investment performance reports. In addition, the Boards and the teams mentioned above confer with portfolio managers at various times throughout the year. The Boards 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 Funds Trust Board unanimously determined that the compensation payable to Allspring Funds Management was reasonable, and approved the continuation of the Feeder Fund Management Agreement for a one-year term. Additionally, after its deliberations, the Master Trust Board unanimously determined that the compensation payable to Allspring Funds Management and the Sub-Adviser was reasonable, and approved the continuation of the Master Portfolio Advisory Agreement and the Sub-Advisory Agreement, each for a one-year term. The Boards considered the approval of the Advisory Agreements for the Funds as part of their consideration of agreements for funds across the complex, but their approvals were made on a fund-by-fund basis. The following summarizes a number of important, but not necessarily all, factors considered by the Boards in support of their approvals.
Nature, extent, and quality of services
The Boards received and considered various information regarding the nature, extent, and quality of services provided to the Feeder Fund and the Master Portfolio, as applicable, by Allspring 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 Feeder Fund Management Agreement, as well as, among other things, a summary of the background and experience of senior management of Allspring Global Investments, of which Allspring Funds Management and
Allspring Small Company Growth Fund | 29
Other information (unaudited)
the Sub-Adviser are a part, and a summary of investments made in the Allspring Global Investments business.* The Boards also received information about the services that continue to be provided by Wells Fargo & Co. and/or its affiliates (“Wells Fargo”) since the sale of Wells Fargo Asset Management to Allspring Global Investments Holdings, LLC, a holding company indirectly owned by certain private funds of GTCR LLC and Reverence Capital Partners, L.P., under a transition services agreement and an update on the anticipated timeline for exiting the transition services agreement. In addition, the Boards received and considered information about the full range of services provided to the Fund and the Master Portfolio by Allspring Funds Management and its affiliates.
The Boards considered the qualifications, background, tenure, and responsibilities of each of the portfolio managers primarily responsible for the day-to-day portfolio management of the Master Portfolio. The Boards evaluated the ability of Allspring Funds Management and the Sub-Adviser to attract and retain qualified investment professionals, including research, advisory, and supervisory personnel.
The Boards further considered the compliance programs and compliance records of Allspring Funds Management and the Sub-Adviser. The Boards received and considered information about Allspring Global Investments’ risk management functions, which included information about Allspring Funds Management’s and the Sub-Adviser’s business continuity plans, their approaches to data privacy and cybersecurity, and Allspring Funds Management’s role as administrator of the Funds’ liquidity risk management programs and fair valuation designee. The Boards also received and considered information about Allspring Funds Management’s intermediary and vendor oversight program.
Fund investment performance and expenses
The Boards considered the investment performance results for each of the Funds over various time periods ended December 31, 2023. The Boards 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 Feeder Fund (the “Universe”), and in comparison to the Feeder Fund’s benchmark index and to other comparative data. Broadridge is an independent provider of investment company data. The Boards received a description of the methodology used by Broadridge to select the mutual funds in the performance Universe. The Funds Trust Board noted that the investment performance of the Feeder Fund (Administrator Class) was higher than or in range of the average investment performance of its Universe for all periods under review. The Funds Trust Board also noted that the investment performance of the Feeder Fund was higher than or in range of its benchmark index, the Russell 2000® Growth Index, for all periods under review.
The Master Trust Board took note of the investment performance of the Master Portfolio in the context of reviewing the investment performance of the Feeder Fund.
The Funds Trust Board also received and considered information regarding the Feeder Fund’s net operating expense ratios, which include fees and expenses of the Master Portfolio, and their various components, including actual management fees assessed at the Feeder Fund and Master Portfolio levels, custodian and other non-management fees, and Rule 12b-1 and non-Rule 12b-1 shareholder service fees. The Funds Trust 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 Feeder Fund (the “Groups”). The Funds Trust 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 Funds Trust Board noted that the net operating expense ratios of the Feeder Fund were lower than or in range of the median net operating expense ratios of the expense Groups for all share classes.
With respect to the Master Portfolio, the Master Trust Board reviewed the fee rates payable to Allspring Funds Management for investment advisory services (as discussed below), which are the only fees charged at the Master Portfolio level, relative to a corresponding expense Group.
The Boards took into account the Funds’ investment performance and expense information provided to them among the factors considered in deciding to re-approve the Advisory Agreements.
Investment management and sub-advisory fee rates
The Funds Trust Board noted that Allspring Funds Management receives no advisory fees from the Feeder Fund as long as the Feeder Fund continues to invest all (or substantially all) of its assets in a single master portfolio. If the Feeder Fund were to change its investment structure so that it began investing in two or more master portfolios (a fund-of-funds), Allspring Funds Management would be entitled to receive an annual fee of 0.25% of the Feeder Fund’s average daily net assets for providing investment advisory services to the Feeder Fund, including allocating the Feeder Fund’s assets to the Master Portfolio.
The Funds Trust Board reviewed and considered the contractual fee rates payable by the Feeder Fund to Allspring Funds Management under the Feeder Fund Management Agreement for management services (other than investment advisory services), as well as the contractual fee rates payable by the Feeder Fund to Allspring 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 trade name for the asset management firm that includes Allspring Funds Management and the Sub-Adviser is “Allspring Global Investments.”
30 | Allspring Small Company Growth Fund
Other information (unaudited)
The Master Trust Board reviewed and considered the contractual investment advisory fee rate payable by the Master Portfolio to Allspring Funds Management for investment advisory services under the Master Portfolio Advisory Agreement (the “Advisory Agreement Rate”). The Master Trust Board also reviewed and considered the contractual investment sub-advisory fee rate payable by Allspring Funds Management to the Sub-Adviser for investment sub-advisory services (the “Sub-Advisory Agreement Rate”).
Among other information reviewed by the Funds Trust Board was a comparison of the Feeder Fund’s Management Rate, which, for this purpose, includes the advisory fees paid at the Master Portfolio level, 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 Funds Trust Board noted that the Management Rates of the Feeder Fund were equal to or in range of the sum of these average rates for the Feeder Fund’s expense Groups for all share classes.
The Master Trust Board reviewed a comparison of the Advisory Agreement Rate of the Master Portfolio with those of other funds in the Master Portfolio’s expense Group at a common asset level. The Master Trust Board noted that the Advisory Agreement Rate of the Master Portfolio was lower than the median rate for the Master Portfolio’s expense Group.
The Master Trust Board also received and considered information about the portions of the total management fees that were retained by Allspring Funds Management after payment of the fees to the Sub-Adviser for sub-advisory services. In assessing the reasonableness of these amounts, the Master Trust Board received and evaluated information about the nature and extent of responsibilities retained and risks assumed by Allspring Funds Management and not delegated to or assumed by the Sub-Adviser, and about Allspring Funds Management’s on-going oversight services.
The Boards also received and considered information about the nature and extent of services offered and fee rates charged by Allspring Funds Management and the Sub-Adviser to other types of clients with investment strategies similar to those of the Funds. In this regard, the Boards received information about the significantly greater scope of services, and compliance, reporting and other legal and regulatory obligations 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 Funds Trust Board determined that the compensation payable to Allspring Funds Management under the Feeder Fund Management Agreement was reasonable, and the Master Trust Board determined that the compensation payable to Allspring Funds Management under the Master Portfolio Advisory Agreement and to the Sub-Adviser under the Sub-Advisory Agreement was reasonable.
The Boards received and considered information concerning the profitability of Allspring Funds Management, as well as the profitability of Allspring Global Investments, from providing services to the fund complex as a whole.
Allspring 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 Boards 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 their review, the Boards did not deem the profits reported by Allspring Funds Management or Allspring Global Investments from services provided to the Funds to be at a level that would prevent the Boards from approving the continuation of the Advisory Agreements.
The Boards received and considered information about the potential for Allspring Funds Management to experience economies of scale in the provision of management services to the Funds, the difficulties of isolating and quantifying economies of scale at an individual fund level, and the extent to which potential scale benefits are shared with shareholders of the Funds. The Boards noted the existence of breakpoints in the Master Portfolio’s advisory fee structure and the Feeder Fund’s management fee structure, which operate generally to reduce the Funds’ expense ratios as the Funds grow in size, and the size of the Master Portfolio and the Feeder Fund, respectively, in relation to such breakpoints. The Boards considered that, in addition to advisory fee and management fee breakpoints, Allspring 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 Boards concluded that Allspring Funds Management’s arrangements with respect to each Fund, including contractual breakpoints, constituted a reasonable approach to sharing potential economies of scale with the Funds and their shareholders.
Other benefits to Allspring Funds Management and the Sub-Adviser
The Boards received and considered information regarding potential “fall-out” or ancillary benefits received by Allspring Funds Management, the Sub-Adviser, and their affiliates 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 Allspring Funds Management’s and the Sub-Adviser’s business
Allspring Small Company Growth Fund | 31
Other information (unaudited)
as a result of their relationships with the Funds. The Board noted that Allspring Funds Distributor, LLC, an affiliate of Allspring Funds Management, receives distribution-related fees in respect of shares sold or held through it.
The Boards also reviewed information about soft dollar credits earned and utilized by the Sub-Adviser.
Based on their consideration of the factors and information they deemed relevant, including those described here, the Boards did not find that any ancillary benefits received by Allspring Funds Management, the Sub-Adviser, and their affiliates were unreasonable.
At the Meeting, after considering the above-described factors and based on its deliberations and its evaluation of the information described above, the Funds Trust Board unanimously determined that the compensation payable to Allspring Funds Management was reasonable, and approved the continuation of the Feeder Fund Management Agreement for a one-year term. Additionally, after considering the above-described factors and based on its deliberations and its evaluation of the information described above, the Master Trust Board unanimously determined that the compensation payable to Allspring Funds Management and the Sub-Adviser was reasonable, and approved the continuation of the Master Portfolio Advisory Agreement and the Sub-Advisory Agreement, each for a one-year term.
32 | Allspring Small Company Growth 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
Website: allspringglobal.com
Individual investors: 1-800-222-8222
Retail investment professionals: 1-888-877-9275
Institutional investment professionals: 1-800-260-5969
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.
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.
© 2024 Allspring Global Investments Holdings, LLC. All rights reserved.
NCSRS1848 10-24
Allspring Small Company Value Fund
Long Form Financial Statements
Semi-Annual Report
Allspring Small Company Value Fund | 1
Portfolio of investments—October 31, 2024 (unaudited)
| | | | | |
Investment companies: 100.10% | | | | | | |
Affiliated master portfolio: 100.10% | | | | | | |
Allspring Small Company Value Portfolio | | | | | | |
Total investment companies (Cost $511,604,663) | | | | | | |
Total investments in securities (Cost $511,604,663) | | | | | | |
Other assets and liabilities, net | | | | | | |
| | | | | | |
Transactions with the affiliated Master Portfolio were as follows:
| % of
ownership,
beginning
of period | % of
ownership,
end of
period | Net realized
gains
(losses) on
investments
allocated
from
affiliated
Master
Portfolio | Net
change in
unrealized
gains
(losses) on
investments
allocated
from
affiliated
Master
Portfolio | Dividends
allocated
from
affiliated
Master
Portfolio | Interest
allocated
from
affiliated
Master
Portfolio | Affiliated
Income
Allocated
from
affiliated
Master
Portfolio | |
Allspring Small Company Value Portfolio | | | | | | | | |
The accompanying notes are an integral part of these financial statements.
2 | Allspring Small Company Value Fund
Statement of assets and liabilities—October 31, 2024 (unaudited)
Financial statements
Statement of assets and liabilities
| |
Investments in affiliated Master Portfolio, at value (cost $511,604,663) | |
| |
Receivable for Fund shares sold | |
| |
Prepaid expenses and other assets | |
| |
| |
Payable for Fund shares redeemed | |
Administration fees payable | |
Shareholder servicing fees payable | |
Trustees’ fees and expenses payable | |
| |
Accrued expenses and other liabilities | |
| |
| |
| |
| |
Total distributable earnings | |
| |
Computation of net asset value and offering price per share | |
| |
Shares outstanding–Class A1 | |
Net asset value per share–Class A | |
Maximum offering price per share – Class A2 | |
| |
Shares outstanding–Class C1 | |
Net asset value per share–Class C | |
| |
Shares outstanding–Class R61 | |
Net asset value per share–Class R6 | |
Net assets–Administrator Class | |
Shares outstanding–Administrator Class1 | |
Net asset value per share–Administrator Class | |
Net assets–Institutional Class | |
Shares outstanding–Institutional Class1 | |
Net asset value per share–Institutional Class | |
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.
Allspring Small Company Value Fund | 3
Statement of operations—six months ended October 31, 2024 (unaudited)
Statement of operations
| |
Dividends allocated from affiliated Master Portfolio (net of foreign withholding taxes of $12,131) | |
Affiliated income allocated from affiliated Master Portfolio | |
Interest allocated from affiliated Master Portfolio | |
| |
Expenses allocated from affiliated Master Portfolio | |
Waivers allocated from affiliated Master Portfolio | |
| |
| |
| |
| |
| |
| |
| |
| |
| |
Shareholder servicing fees | |
| |
| |
| |
| |
| |
Custody and accounting fees | |
| |
| |
Shareholder report expenses | |
Trustees’ fees and expenses | |
| |
| |
Less: Fee waivers and/or expense reimbursements | |
| |
| |
| |
| |
| |
| |
Realized and unrealized gains (losses) on investments | |
Net realized gains on investments allocated from affiliated Master Portfolio | |
Net change in unrealized gains (losses) on investments allocated from affiliated Master Portfolio | |
Net realized and unrealized gains (losses) on investments | |
Net increase in net assets resulting from operations | |
The accompanying notes are an integral part of these financial statements.
4 | Allspring Small Company Value Fund
Statement of changes in net assets
Statement of changes in net assets
|
Six months ended
October 31, 2024 (unaudited) | Year ended April 30, 20241 | |
| | | | | | |
| | | | | | |
Net realized gains (losses) on investments | | | | | | |
Net change in unrealized gains (losses) on investments | | | | | | |
Net increase (decrease) in net assets resulting from operations | | | | | | |
Distributions to shareholders from | | | | | | |
Net investment income and net realized gains | | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
Total distributions to shareholders | | | | | | |
Capital share transactions | | | | | | |
Proceeds from shares sold | | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
Reinvestment of distributions | | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
Payment for shares redeemed | | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
1 For the eleven months ended April 30, 2024. The Fund changed its fiscal year end from May 31 to April 30, effective April 30, 2024.
The accompanying notes are an integral part of these financial statements.
Allspring Small Company Value Fund | 5
Statement of changes in net assets
Statement of changes in net assets
| Six months ended October 31, 2024 (unaudited) | Year ended April 30, 20241 | |
| | | | | | |
Net asset value of shares issued in acquisition | | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
Net increase (decrease) in net assets resulting from capital share transactions | | | | | | |
Total increase (decrease) in net assets | | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
1 For the eleven months ended April 30, 2024. The Fund changed its fiscal year end from May 31 to April 30, effective April 30, 2024.
The accompanying notes are an integral part of these financial statements.
6 | Allspring Small Company Value Fund
Financial highlights
(For a share outstanding throughout each period)
| Six months ended
October 31, 2024
(unaudited) | | |
| | | | | |
Net asset value, beginning of period | | | | | | | |
| | | | | | | |
Net realized and unrealized gains (losses) on investments | | | | | | | |
Total from investment operations | | | | | | | |
Distributions to shareholders from | | | | | | | |
| | | | | | | |
| | | | | | | |
Total distributions to shareholders | | | | | | | |
Net asset value, end of period | | | | | | | |
| | | | | | | |
Ratios to average net assets (annualized)* | | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Net assets, end of period (000s omitted) | | | | | | | |
| Ratios include net expenses allocated from the affiliated Master Portfolio which were as follows: |
Six months ended October 31, 2024 (unaudited) | |
Year ended April 30, 20241 | |
| |
| |
| |
| |
| |
| For the eleven months ended April 30, 2024. The Fund changed its fiscal year end from May 31 to April 30, effective April 30, 2024. |
| Calculated based upon average shares outstanding |
| Total return calculations do not include any sales charges. Returns include adjustments required by U.S. GAAP and may differ from net asset values and performance reported elsewhere. Returns for periods of less than one year are not annualized. |
| Portfolio turnover rate is calculated by multiplying the affiliated Master Portfolio’s percentage of the Fund’s total investment in securities at the end of the period by the affiliated Master Portfolio’s portfolio turnover rate. |
The accompanying notes are an integral part of these financial statements.
Allspring Small Company Value Fund | 7
(For a share outstanding throughout each period)
| Six months ended
October 31, 2024
(unaudited) | | |
| | | | | |
Net asset value, beginning of period | | | | | | | |
Net investment income (loss) | | | | | | | |
Net realized and unrealized gains (losses) on investments | | | | | | | |
Total from investment operations | | | | | | | |
Distributions to shareholders from | | | | | | | |
| | | | | | | |
| | | | | | | |
Total distributions to shareholders | | | | | | | |
Net asset value, end of period | | | | | | | |
| | | | | | | |
Ratios to average net assets (annualized)* | | | | | | | |
| | | | | | | |
| | | | | | | |
Net investment income (loss) | | | | | | | |
| | | | | | | |
| | | | | | | |
Net assets, end of period (000s omitted) | | | | | | | |
| Ratios include net expenses allocated from the affiliated Master Portfolio which were as follows: |
Six months ended October 31, 2024 (unaudited) | |
Year ended April 30, 20241 | |
| |
| |
| |
| |
| |
| For the eleven months ended April 30, 2024. The Fund changed its fiscal year end from May 31 to April 30, effective April 30, 2024. |
| Calculated based upon average shares outstanding |
| Amount is less than $0.005. |
| Total return calculations do not include any sales charges. Returns include adjustments required by U.S. GAAP and may differ from net asset values and performance reported elsewhere. Returns for periods of less than one year are not annualized. |
| Portfolio turnover rate is calculated by multiplying the affiliated Master Portfolio’s percentage of the Fund’s total investment in securities at the end of the period by the affiliated Master Portfolio’s portfolio turnover rate. |
The accompanying notes are an integral part of these financial statements.
8 | Allspring Small Company Value Fund
(For a share outstanding throughout each period)
| Six months ended
October 31, 2024
(unaudited) | | |
| | | | | |
Net asset value, beginning of period | | | | | | | |
| | | | | | | |
Net realized and unrealized gains (losses) on investments | | | | | | | |
Total from investment operations | | | | | | | |
Distributions to shareholders from | | | | | | | |
| | | | | | | |
| | | | | | | |
Total distributions to shareholders | | | | | | | |
Net asset value, end of period | | | | | | | |
| | | | | | | |
Ratios to average net assets (annualized)* | | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Net assets, end of period (000s omitted) | | | | | | | |
| Ratios include net expenses allocated from the affiliated Master Portfolio which were as follows: |
Six months ended October 31, 2024 (unaudited) | |
Year ended April 30, 20241 | |
| |
| |
| |
| |
| |
| For the eleven months ended April 30, 2024. The Fund changed its fiscal year end from May 31 to April 30, effective April 30, 2024. |
| Calculated based upon average shares outstanding |
| Returns include adjustments required by U.S. GAAP and may differ from net asset values and performance reported elsewhere. Returns for periods of less than one year are not annualized. |
| Portfolio turnover rate is calculated by multiplying the affiliated Master Portfolio’s percentage of the Fund’s total investment in securities at the end of the period by the affiliated Master Portfolio’s portfolio turnover rate. |
The accompanying notes are an integral part of these financial statements.
Allspring Small Company Value Fund | 9
(For a share outstanding throughout each period)
| Six months ended
October 31, 2024
(unaudited) | | |
| | | | | |
Net asset value, beginning of period | | | | | | | |
| | | | | | | |
Net realized and unrealized gains (losses) on investments | | | | | | | |
Total from investment operations | | | | | | | |
Distributions to shareholders from | | | | | | | |
| | | | | | | |
| | | | | | | |
Total distributions to shareholders | | | | | | | |
Net asset value, end of period | | | | | | | |
| | | | | | | |
Ratios to average net assets (annualized)* | | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Net assets, end of period (000s omitted) | | | | | | | |
| Ratios include net expenses allocated from the affiliated Master Portfolio which were as follows: |
Six months ended October 31, 2024 (unaudited) | |
Year ended April 30, 20241 | |
| |
| |
| |
| |
| |
| For the eleven months ended April 30, 2024. The Fund changed its fiscal year end from May 31 to April 30, effective April 30, 2024. |
| Calculated based upon average shares outstanding |
| Returns include adjustments required by U.S. GAAP and may differ from net asset values and performance reported elsewhere. Returns for periods of less than one year are not annualized. |
| Portfolio turnover rate is calculated by multiplying the affiliated Master Portfolio’s percentage of the Fund’s total investment in securities at the end of the period by the affiliated Master Portfolio’s portfolio turnover rate. |
The accompanying notes are an integral part of these financial statements.
10 | Allspring Small Company Value Fund
(For a share outstanding throughout each period)
| Six months ended
October 31, 2024
(unaudited) | | |
| | | | | |
Net asset value, beginning of period | | | | | | | |
| | | | | | | |
Net realized and unrealized gains (losses) on investments | | | | | | | |
Total from investment operations | | | | | | | |
Distributions to shareholders from | | | | | | | |
| | | | | | | |
| | | | | | | |
Total distributions to shareholders | | | | | | | |
Net asset value, end of period | | | | | | | |
| | | | | | | |
Ratios to average net assets (annualized)* | | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Net assets, end of period (000s omitted) | | | | | | | |
| Ratios include net expenses allocated from the affiliated Master Portfolio which were as follows: |
Six months ended October 31, 2024 (unaudited) | |
Year ended April 30, 20241 | |
| |
| |
| |
| |
| |
| For the eleven months ended April 30, 2024. The Fund changed its fiscal year end from May 31 to April 30, effective April 30, 2024. |
| Calculated based upon average shares outstanding |
| Returns include adjustments required by U.S. GAAP and may differ from net asset values and performance reported elsewhere. Returns for periods of less than one year are not annualized. |
| Portfolio turnover rate is calculated by multiplying the affiliated Master Portfolio’s percentage of the Fund’s total investment in securities at the end of the period by the affiliated Master Portfolio’s portfolio turnover rate. |
The accompanying notes are an integral part of these financial statements.
Allspring Small Company Value Fund | 11
Notes to financial statements (unaudited)
Notes to financial statements
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 Small Company Value Fund (the “Fund”) which is a diversified series of the Trust.
The Fund is a feeder fund in a master-feeder structure that invests substantially all of its assets in a single master portfolio with a substantially identical investment objective and substantially similar investment strategies. The Fund invests in Allspring Small Company Value Portfolio, a separate diversified portfolio (the “affiliated Master Portfolio”) of Allspring Master Trust, a registered open-end management investment company. As of October 31, 2024, the Fund owned 91.67% of Allspring Small Company Value Portfolio. The affiliated Master Portfolio directly acquires portfolio securities and the Fund acquires an indirect interest in those securities. The Fund accounts for its investment in the affiliated Master Portfolio as a partnership investment and records on a daily basis its share of the affiliated Master Portfolio’s income, expense and realized and unrealized gains and losses. The financial statements of the affiliated Master Portfolio for the six months ended October 31, 2024 are included in this report and should be read in conjunction with the Fund’s financial statements.
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 (“GAAP”) 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.
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.
Investments in the affiliated Master Portfolio are valued daily based on the Fund’s proportionate share of the affiliated Master Portfolio’s net assets, which are also valued daily.
Investments which are not valued using the method discussed above are valued at their fair value, as determined in good faith by Allspring Funds Management, LLC (“Allspring Funds Management”), which was named the valuation designee by the Board of Trustees. As the valuation designee, Allspring Funds Management is responsible for day-to-day valuation activities for the Allspring Funds. In connection with these responsibilities, Allspring Funds Management has established a Valuation Committee 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. On a quarterly basis, the Board of Trustees receives reports of valuation actions taken by the Valuation Committee. On at least an annual basis, the Board of Trustees receives an assessment of the adequacy and effectiveness of Allspring Funds Management’s process for determining the fair value of the portfolio of investments.
Investment transactions, income and expenses
Investments in the affiliated Master Portfolio are recorded on a trade date basis. The Fund records daily its proportionate share of the affiliated Master Portfolio’s income, expenses and realized and unrealized gains or losses. The Fund also accrues its own expenses.
Interest earned on cash balances held at the custodian is recorded as interest income.
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. GAAP. 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.
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, as applicable, for all open tax years and does not believe that there are any uncertain tax positions that require recognition of a tax liability.
12 | Allspring Small Company Value Fund
Notes to financial statements (unaudited)
As of October 31, 2024, the aggregate cost of all investments for federal income tax purposes was $523,332,985 and the unrealized gains (losses) consisted of:
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
At October 31, 2024, the Fund’s investment in the affiliated Master Portfolio was measured at fair value using the net asset value per share (or its equivalent) as a practical expedient. The investment objective and fair value of the affiliated Master Portfolio is as follows:
Affiliated Master Portfolio | | Fair value of affiliated
Master Portfolio |
Allspring Small Company Value Portfolio | Seeks long-term capital appreciation | |
The affiliated Master Portfolio does not have a redemption period notice, can be redeemed daily and does not have any unfunded commitments.
4.
TRANSACTIONS WITH AFFILIATES
Allspring Funds Management, a wholly owned subsidiary of Allspring Global Investments Holdings, LLC, a holding company indirectly owned by certain private funds of GTCR LLC and Reverence Capital Partners, L.P., is the manager 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 and providing fund-level administrative services in connection with the Fund’s operations. As long as the Fund continues to invest substantially all of its assets in a single affiliated Master Portfolio, the Fund pays, generally on a monthly basis, Allspring Funds Management an investment management fee only for fund-level administrative services at the following annual rate based on the Fund’s average daily net assets:
For the six months ended October 31, 2024, the management fee was equivalent to an annual rate of 0.05% of the Fund’s average daily net assets.
Allspring Funds Management also serves as the adviser to the affiliated Master Portfolio and is entitled to receive a fee from the affiliated Master Portfolio for those services.
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 and generally paid monthly, as follows:
| Class-level
administration fee |
| |
| |
| |
| |
| |
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
Allspring Small Company Value Fund | 13
Notes to financial statements (unaudited)
waive fees and/or reimbursed 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. Net expenses from the affiliated Master Portfolio are included in the expense caps. Allspring Funds Management has contractually committed through August 31, 2025 to waive fees and/or reimburse expenses to the extent necessary to cap the Fund’s expenses. Prior to or after the commitment expiration date, the cap may be increased or the commitment to maintain the cap may be terminated only with the approval of the Board of Trustees. As of October 31, 2024, the contractual caps are as follows:
The Trust has adopted a distribution plan for Class C shares 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”), the principal underwriter, an affiliate of Allspring Funds Management, at an annual rate up to 0.75% of the average daily net assets of Class C shares. Such fees are generally paid on a monthly basis.
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 six months ended October 31, 2024, Allspring Funds Distributor received $598 from the sale of Class A shares. No contingent deferred sales charges were incurred by Class A and Class C shares for the six months ended October 31, 2024.
Shareholder servicing fees
The Trust has entered into contracts with one or more shareholder servicing agents, whereby Class A, Class C and Administrator Class are charged a fee at an annual rate up to 0.25% of the average daily net assets of each respective class and are generally paid on a monthly basis. A portion of these total shareholder servicing fees were paid to affiliates of the Fund.
5.
INVESTMENT PORTFOLIO TRANSACTIONS
The Fund seeks to achieve its investment objective by investing substantially all of its assets in the affiliated Master Portfolio. Purchases and sales have been calculated by multiplying the Fund’s ownership percentage of the affiliated Master Portfolio at the end of the period by the affiliated Master Portfolio’s purchases and sales. Purchases and sales of investments, excluding U.S. government obligations (if any) and short-term securities, for the six months ended October 31, 2024 were $404,017,028 and $459,708,662, respectively.
After the close of business on February 23, 2024, the Fund acquired the net assets of Allspring Small Cap Fund. The purpose of the transaction was to combine two funds with similar investment objectives and strategies. Allspring Small Cap Fund transferred all of its portfolio securities to Allspring Small Company Value Portfolio (a master portfolio in which it invested all of its assets) in exchange for interests in Allspring Small Company Value Portfolio. Immediately thereafter, Allspring Small Cap Fund transferred all of its equity interests in Allspring Small Company Value Portfolio to Allspring Small Cap Fund in exchange for shares of the Fund. Shareholders holding Class A, Class C, Class R6, Administrator Class and Institutional Class shares of Allspring Small Cap Fund received Class A, Class C, Class R6, 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 Allspring Small Cap Fund for 1,033,128 shares of the Fund valued at $36,903,924 at an exchange ratio of 0.67, 0.65, 0.70, 0.68 and 0.70 for Class A, Class C, Class R6, Administrator Class and Institutional Class shares, respectively. The investment portfolio of Allspring Small Cap Fund with a fair value of $36,835,763, identified cost of $35,601,989 and unrealized gains (losses) of $1,233,774 at February 23, 2024 was (if portfolio and cash is stated) the principal assets acquired by the Fund. The aggregate net assets of Allspring Small Cap Fund and the Fund immediately prior to the acquisition were $36,903,924 and $500,966,436, respectively. The aggregate net assets of the Fund immediately after the acquisition were $537,870,360. 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 Allspring Small Cap 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.
14 | Allspring Small Company Value Fund
Notes to financial statements (unaudited)
Assuming the acquisition had been completed June 1, 2023, the beginning of the annual reporting period for the Fund, the pro forma results of operations for the eleven months ended April 30, 2024 would have been as follows:
| | Net realized and
unrealized gains (losses)
on investments | Net increase
(decrease) in net
assets resulting
from operations |
| | | |
Because the combined investment portfolios have been managed as a single integrated portfolio since the acquisition was completed, it is not practicable to separate the amounts of revenue and earnings of the Allspring Small Cap Fund that have been included in the Fund’s Statement of Operations since February 24, 2024.
The Trust (excluding the money market funds), Allspring Master Trust and Allspring Variable Trust are parties to a $275,000,000 (prior to July 9, 2024: $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 or the overnight bank funding rate in effect on that day plus a spread. In addition, an annual commitment fee based on the unused balance is allocated to each participating fund.
For the six months ended October 31, 2024, there were no borrowings by the Fund under the agreement.
Concentration risks result from exposure to a limited number of sectors. Through its investment in the affiliated Master Portfolio which may invest a substantial portion of its assets in any sectors, the Fund may in turn be more affected by changes in that sectors than a fund whose investments are not heavily weighted in any sectors. As of the end of the period, the Master Portfolio concentrated its portfolio in investments related to the financials sector.
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.
Allspring Small Company Value Fund | 15
Portfolio of investments—October 31, 2024 (unaudited)
| | | | | |
| | | | | | |
Communication services: 1.10% | | | | | | |
Diversified telecommunication services: 0.15% | | | | | | |
Lumen Technologies, Inc.† | | | | | | |
Interactive media & services: 0.95% | | | | | | |
| | | | | | |
Consumer discretionary: 11.68% | | | | | | |
Automobile components: 1.11% | | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
Diversified consumer services: 2.09% | | | | | | |
Adtalem Global Education, Inc.† | | | | | | |
Carriage Services, Inc. Class A | | | | | | |
Grand Canyon Education, Inc.† | | | | | | |
| | | | | | |
| | | | | | |
Hotels, restaurants & leisure: 2.44% | | | | | | |
Brinker International, Inc.† | | | | | | |
El Pollo Loco Holdings, Inc.† | | | | | | |
Portillo’s, Inc. Class A† | | | | | | |
Wyndham Hotels & Resorts, Inc. | | | | | | |
| | | | | | |
Household durables: 2.93% | | | | | | |
| | | | | | |
Century Communities, Inc. | | | | | | |
Hamilton Beach Brands Holding Co. Class A | | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
Johnson Outdoors, Inc. Class A | | | | | | |
Malibu Boats, Inc. Class A† | | | | | | |
Peloton Interactive, Inc. Class A† | | | | | | |
| | | | | | |
| | | | | | |
American Eagle Outfitters, Inc. | | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
The accompanying notes are an integral part of these financial statements.
16 | Allspring Small Company Value Portfolio
Portfolio of investments—October 31, 2024 (unaudited)
| | | | | |
Textiles, apparel & luxury goods: 0.41% | | | | | | |
| | | | | | |
Superior Group of Cos., Inc. | | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
Coca-Cola Consolidated, Inc. | | | | | | |
| | | | | | |
| | | | | | |
Consumer staples distribution & retail : 0.60% | | | | | | |
Sprouts Farmers Market, Inc.† | | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
Personal care products: 0.05% | | | | | | |
| | | | | | |
| | | | | | |
Energy equipment & services: 1.07% | | | | | | |
| | | | | | |
Oil, gas & consumable fuels: 5.19% | | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
Magnolia Oil & Gas Corp. Class A | | | | | | |
| | | | | | |
| | | | | | |
Permian Resources Corp. Class A | | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
Atlantic Union Bankshares Corp. | | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
Great Southern Bancorp, Inc. | | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
Prosperity Bancshares, Inc. | | | | | | |
The accompanying notes are an integral part of these financial statements.
Allspring Small Company Value Portfolio | 17
Portfolio of investments—October 31, 2024 (unaudited)
| | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
Donnelley Financial Solutions, Inc.† | | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
Financial services: 3.19% | | | | | | |
Federal Agricultural Mortgage Corp. Class C | | | | | | |
Jackson Financial, Inc. Class A | | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
Genworth Financial, Inc. Class A† | | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
Mortgage real estate investment trusts (REITs): 2.49% | | | | | | |
| | | | | | |
Annaly Capital Management, Inc. | | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
Emergent BioSolutions, Inc.† | | | | | | |
Nurix Therapeutics, Inc.† | | | | | | |
Protagonist Therapeutics, Inc.† | | | | | | |
Revolution Medicines, Inc.† | | | | | | |
| | | | | | |
Health care equipment & supplies: 3.26% | | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
Merit Medical Systems, Inc.† | | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
Health care providers & services: 3.19% | | | | | | |
| | | | | | |
Brookdale Senior Living, Inc.† | | | | | | |
Cross Country Healthcare, Inc.† | | | | | | |
The accompanying notes are an integral part of these financial statements.
18 | Allspring Small Company Value Portfolio
Portfolio of investments—October 31, 2024 (unaudited)
| | | | | |
Health care providers & services(continued) | | | | | | |
| | | | | | |
| | | | | | |
National HealthCare Corp. | | | | | | |
| | | | | | |
Health care technology: 0.25% | | | | | | |
| | | | | | |
| | | | | | |
Collegium Pharmaceutical, Inc.† | | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
Gibraltar Industries, Inc.† | | | | | | |
| | | | | | |
Zurn Elkay Water Solutions Corp. | | | | | | |
| | | | | | |
Commercial services & supplies: 2.58% | | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
Liquidity Services, Inc.† | | | | | | |
| | | | | | |
Construction & engineering: 1.70% | | | | | | |
| | | | | | |
| | | | | | |
Sterling Infrastructure, Inc.† | | | | | | |
| | | | | | |
Electrical equipment: 2.01% | | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
Ground transportation: 0.43% | | | | | | |
| | | | | | |
| | | | | | |
Allison Transmission Holdings, Inc. | | | | | | |
Atmus Filtration Technologies, Inc. | | | | | | |
| | | | | | |
| | | | | | |
FreightCar America, Inc.† | | | | | | |
The accompanying notes are an integral part of these financial statements.
Allspring Small Company Value Portfolio | 19
Portfolio of investments—October 31, 2024 (unaudited)
| | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
Mueller Water Products, Inc. Class A | | | | | | |
Standex International Corp. | | | | | | |
| | | | | | |
| | | | | | |
Watts Water Technologies, Inc. Class A | | | | | | |
| | | | | | |
Marine transportation: 1.10% | | | | | | |
| | | | | | |
Professional services: 1.27% | | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
Trading companies & distributors: 1.65% | | | | | | |
| | | | | | |
| | | | | | |
Hudson Technologies, Inc.† | | | | | | |
Rush Enterprises, Inc. Class A | | | | | | |
| | | | | | |
Information technology: 6.66% | | | | | | |
Electronic equipment, instruments & components: 4.48% | | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
Insight Enterprises, Inc.† | | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
Semiconductors & semiconductor equipment: 0.98% | | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
The accompanying notes are an integral part of these financial statements.
20 | Allspring Small Company Value Portfolio
Portfolio of investments—October 31, 2024 (unaudited)
| | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
Core Molding Technologies, Inc.† | | | | | | |
| | | | | | |
| | | | | | |
Minerals Technologies, Inc. | | | | | | |
| | | | | | |
Construction materials: 1.27% | | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
Paper & forest products: 0.96% | | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
Plymouth Industrial REIT, Inc. | | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
Brixmor Property Group, Inc. | | | | | | |
| | | | | | |
| | | | | | |
Specialized REITs : 1.55% | | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
The accompanying notes are an integral part of these financial statements.
Allspring Small Company Value Portfolio | 21
Portfolio of investments—October 31, 2024 (unaudited)
| | | | | |
| | | | | | |
Electric utilities: 0.75% | | | | | | |
Pinnacle West Capital Corp. | | | | | | |
Total common stocks (Cost $527,574,704) | | | | | | |
Investment companies: 0.07% | | | | | | |
Exchange-traded funds: 0.07% | | | | | | |
iShares Russell 2000 Value ETF | | | | | | |
Total investment companies (Cost $468,384) | | | | | | |
| | | | | |
Short-term investments: 0.93% | | | | | | |
Investment companies: 0.93% | | | | | | |
Allspring Government Money Market Fund Select Class♠∞ | | | | | | |
Total short-term investments (Cost $6,655,854) | | | | | | |
Total investments in securities (Cost $534,698,942) | | | | | | |
Other assets and liabilities, net | | | | | | |
| | | | | | |
| Non-income-earning security |
| The issuer of the security is an affiliated person of the Portfolio as defined in the Investment Company Act of 1940. |
| The rate represents the 7-day annualized yield at period end. |
|
| Real estate investment trust |
Investments in affiliates
An affiliated investment is an investment in which the Portfolio owns at least 5% of the outstanding voting shares of the issuer or as a result of other relationships, such as the Portfolio and the issuer having the same adviser or investment manager. Transactions with issuers that were affiliates of the Portfolio at the end of the period were as follows:
| | | | | Net
change in
unrealized
gains
(losses) | | | Income
from
affiliated
securities |
| | | | | | | | |
Allspring Government Money Market Fund Select Class | | | | | | | | |
The accompanying notes are an integral part of these financial statements.
22 | Allspring Small Company Value Portfolio
Statement of assets and liabilities—October 31, 2024 (unaudited)
Financial statements
Statement of assets and liabilities
| |
Investments in unaffiliated securities, at value (cost $528,043,088) | |
Investments in affiliated securities, at value (cost $6,655,854) | |
| |
Receivable for investments sold | |
| |
Prepaid expenses and other assets | |
| |
| |
Payable for investments purchased | |
| |
Trustees’ fees and expenses payable | |
Accrued expenses and other liabilities | |
| |
| |
The accompanying notes are an integral part of these financial statements.
Allspring Small Company Value Portfolio | 23
Statement of operations—six months ended October 31, 2024 (unaudited)
Statement of operations
| |
Dividends (net of foreign withholdings taxes of $13,220) | |
Income from affiliated securities | |
| |
| |
| |
| |
Custody and accounting fees | |
| |
| |
Interest holder report expenses | |
Trustees’ fees and expenses | |
| |
| |
Less: Fee waivers and/or expense reimbursements | |
| |
| |
Realized and unrealized gains (losses) on investments | |
Net realized gains on investments | |
Net change in unrealized gains (losses) on investments | |
Net realized and unrealized gains (losses) on investments | |
Net increase in net assets resulting from operations | |
The accompanying notes are an integral part of these financial statements.
24 | Allspring Small Company Value Portfolio
Statement of changes in net assets
Statement of changes in net assets
| Six months ended
October 31, 2024
(unaudited) | | |
| | | | | | |
| | | | | | |
Net realized gains (losses) on investments | | | | | | |
Net change in unrealized gains (losses) on investments | | | | | | |
Net increase (decrease) in net assets resulting from operations | | | | | | |
| | | | | | |
Transactions in investors’ beneficial interests | | | | | | |
| | | | | | |
| | | | | | |
Net increase (decrease) in net assets resulting from capital share transactions | | | | | | |
Total increase (decrease) in net assets | | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
1 For the eleven months ended April 30, 2024. The Portfolio changed its fiscal year end from May 31 to April 30, effective April 30, 2024.
The accompanying notes are an integral part of these financial statements.
Allspring Small Company Value Portfolio | 25
| Six months ended
October 31, 2024
(unaudited) | | |
| | | | | |
| | | | | | | |
Ratios to average net assets (annualized) | | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| For the eleven months ended April 30, 2024. The Portfolio changed its fiscal year end from May 31 to April 30, effective April 30, 2024. |
| Returns include adjustments required by U.S. GAAP and may differ from net asset values and performance reported elsewhere. Returns for periods of less than one year are not annualized. |
| Net expense ratios reflect voluntary waivers, if any. |
The accompanying notes are an integral part of these financial statements.
26 | Allspring Small Company Value Portfolio
Notes to financial statements (unaudited)
Notes to financial statements
Allspring Master 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 Small Company Value Portfolio (the “Portfolio”) which is a diversified series of the Trust.
Interests in the Portfolio are available solely through private placement transactions that do not involve any “public offering” within the meaning of Section 4(a)(2) of the Securities Act of 1933.
2.
SIGNIFICANT ACCOUNTING POLICIES
The following significant accounting policies, which are consistently followed in the preparation of the financial statements of the Portfolio, are in conformity with U.S. generally accepted accounting principles (“GAAP”) 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.
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 Portfolio may deviate from this calculation time under unusual or unexpected circumstances.
Equity securities and exchange-traded funds 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.
Investments in registered open-end investment companies (other than those listed on a foreign or domestic exchange or market) are valued at net asset value.
Investments which are not valued using the methods discussed above are valued at their fair value, as determined in good faith by Allspring Funds Management, LLC (“Allspring Funds Management”), which was named the valuation designee by the Board of Trustees. As the valuation designee, Allspring Funds Management is responsible for day-to-day valuation activities for the Allspring Funds. In connection with these responsibilities, Allspring Funds Management has established a Valuation Committee 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. On a quarterly basis, the Board of Trustees receives reports of valuation actions taken by the Valuation Committee. On at least an annual basis, the Board of Trustees receives an assessment of the adequacy and effectiveness of Allspring Funds Management’s process for determining the fair value of the portfolio of investments.
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. Dividend income is recorded net of foreign taxes withheld where recovery of such taxes is not assured.
Interest earned on cash balances held at the custodian is recorded as interest income.
Income dividends and capital gain distributions from investment companies are recorded on the ex-dividend date. Capital gain distributions from investment companies are treated as realized gains.
Distributions received from REIT investments may be characterized as ordinary income, capital gains, or a return of capital to the Portfolio based on information provided by the REIT. The proper characterization of REIT distributions is generally not known until after the end of each calendar year. As such, estimates may be used in reporting the character of income and distributions for financial statement purposes.
The Portfolio is not required to pay federal income taxes on its net investment income and net capital gains as it is treated as a partnership for federal income tax purposes. All income, gains and losses of the Portfolio are deemed to have been “passed through” to the interest holders in proportion to their holdings of the Portfolio regardless of whether income and gains have been distributed by the Portfolio.
The Portfolio’s income tax returns and all financial records supporting those returns for the prior three fiscal years are subject to examination by the federal revenue authority. Management has analyzed the Portfolio’s tax positions taken on federal, state, and foreign tax returns, as applicable, for all open tax years and does not believe that there are any uncertain tax positions that require recognition of a tax liability.
Allspring Small Company Value Portfolio | 27
Notes to financial statements (unaudited)
As of October 31, 2024, the aggregate cost of all investments for federal income tax purposes was $545,915,194 and the unrealized gains (losses) consisted of:
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 Portfolio’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 Portfolio’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 Portfolio’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 Portfolio’s assets and liabilities as of October 31, 2024:
| | Other significant
observable inputs
(Level 2) | Significant
unobservable inputs
(Level 3) | |
| | | | |
| | | | |
| | | | |
| | | | |
| | | | |
| | | | |
| | | | |
| | | | |
| | | | |
| | | | |
| | | | |
| | | | |
| | | | |
| | | | |
| | | | |
| | | | |
| | | | |
| | | | |
Additional sector, industry or geographic detail, if any, is included in the Portfolio of Investments.
At October 31, 2024, the Portfolio did not have any transfers into/out of Level 3.
4.
TRANSACTIONS WITH AFFILIATES
The Trust has entered into an advisory contract with Allspring Funds Management, a wholly owned subsidiary of Allspring Global Investments Holdings, LLC, a holding company indirectly owned by certain private funds of GTCR LLC and Reverence Capital Partners, L.P. The adviser is responsible for implementing investment policies and guidelines and for supervising the subadviser, who is responsible for day-to-day portfolio management of the
28 | Allspring Small Company Value Portfolio
Notes to financial statements (unaudited)
Portfolio. Pursuant to the contract, Allspring Funds Management is entitled to receive an advisory fee at the following annual rate based on the Portfolio’s average daily net assets:
For the six months ended October 31, 2024, the advisory fee was equivalent to an annual rate of 0.80% of the Portfolio’s average daily net assets.
Allspring Funds Management has retained the services of a subadviser to provide daily portfolio management to the Portfolio. 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 Portfolio 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 Portfolio increase.
Allspring Funds Management has voluntarily waived and/or reimbursed advisory fees to reduce the net operating expense ratio of the Portfolio. These voluntary waivers may be discontinued at any time.
The Portfolio 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 Portfolio did not have any interfund transactions during the six months ended October 31, 2024.
5.
INVESTMENT PORTFOLIO TRANSACTIONS
Purchases and sales of investments, excluding U.S. government obligations (if any) and short-term securities, for the six months ended October 31, 2024 were $439,883,820 and $500,502,112, respectively.
The Trust, along with Allspring Variable Trust and Allspring Funds Trust (excluding the money market funds), are parties to a $275,000,000 (prior to July 9, 2024: $350,000,000), revolving credit agreement whereby the Portfolio is permitted to use bank borrowings for temporary or emergency purposes, such as to fund redemption requests. Interest under the credit agreement is charged to the Portfolio based on a borrowing rate equal to the higher of the Federal Funds rate or the overnight bank funding rate in effect on that day plus a spread. In addition, an annual commitment fee based on the unused balance is allocated to each participating fund.
For the six months ended October 31, 2024, there were no borrowings by the Portfolio under the agreement.
As of the end of the period, the Portfolio concentrated its portfolio of investments in financial sector. A fund that invests a substantial portion of its assets in any sector may be more affected by changes in that sector than would be a fund whose investments are not heavily weighted in any sector.
Under the Portfolio’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 Portfolio. The Portfolio has entered into a separate agreement with each Trustee that converts indemnification rights currently existing under the Portfolio’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 Portfolio may enter into contracts with service providers that contain a variety of indemnification clauses. The Portfolio’s maximum exposure under these arrangements is dependent on future claims that may be made against the Portfolio and, therefore, cannot be estimated.
Allspring Small Company Value Portfolio | 29
Other information (unaudited)
Other 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 1-866-259-3305, 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.
Quarterly portfolio holdings information
The Fund and Portfolio file their complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year as an exhibit to their reports on Form N-PORT. Shareholders and Interest holders may view the filed Form N-PORT by visiting the SEC website at sec.gov.
30 | Allspring Small Company Value Fund
Other information (unaudited)
Item 8. Changes in and disagreements with accountants
Item 9. Matters submitted to fund shareholders for a vote
Item 10. Remuneration paid to directors, officers and others
Refer to information in the Statement of operations.
Allspring Small Company Value Fund | 31
Other information (unaudited)
Item 11. Statement regarding basis for the board’s approval of investment advisory contract
Board consideration of investment management, advisory, and sub-advisory agreements:
Under the Investment Company Act of 1940 (the “1940 Act”), the Board of Trustees (each, a “Board” and collectively, the “Boards”) of each of Allspring Funds Trust (“Funds Trust”) and Allspring Master Trust (“Master Trust”, and collectively, the “Trusts”) must determine annually whether to approve the continuation of the Trusts’ investment management, advisory, and sub-advisory agreements, as applicable. In this regard, at a Board meeting held on May 28-30, 2024 (the “Meeting”), the Funds Trust Board, all the members of which have no direct or indirect interest in the investment management agreement and are not “interested persons” of the Trusts, as defined in the 1940 Act (the “Independent Trustees”), reviewed and approved for the Allspring Small Company Value Fund, a portfolio of Funds Trust (the “Feeder Fund”), an investment management agreement (the “Feeder Fund Management Agreement”) with Allspring Funds Management, LLC (“Allspring Funds Management”).
At the Meeting, the Master Trust Board, all the members of which have no direct or indirect interest in the investment advisory and sub-advisory agreements and are Independent Trustees, reviewed and approved: (i) an investment advisory agreement (the “Master Portfolio Advisory Agreement”) with Allspring Funds Management for the Allspring Small Company Value Portfolio, a portfolio of Master Trust (the “Master Portfolio”); and (ii) an investment sub-advisory agreement (the “Sub-Advisory Agreement”) with Allspring Global Investments, LLC (the “Sub-Adviser”), an affiliate of Allspring Funds Management, for the Master Portfolio.
The Feeder Fund and the Master Portfolio are collectively referred to as the “Funds.” The Feeder Fund Management Agreement, the Master Portfolio Advisory Agreement, and the Sub-Advisory Agreement are collectively referred to as the “Advisory Agreements.”
The Feeder Fund is a feeder fund that invest substantially all of its assets in the Master Portfolio. The Master Portfolio has a substantially similar investment objective and substantially similar investment strategies to the Feeder Fund. Information provided to the Boards regarding the Feeder Fund is also applicable to the Master Portfolio, as relevant.
At the Meeting, the Boards considered the factors and reached the conclusions described below relating to the selection of Allspring Funds Management and the Sub-Adviser and the approval of the Advisory Agreements. Prior to the Meeting, including at meeting of the Boards held in April 2024, and at the Meeting, the Trustees conferred extensively among themselves and with representatives of Allspring Funds Management about these matters. The Boards have adopted a team-based approach, with each team consisting of a sub-set of Trustees, to assist the full Boards in the discharge of their 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 Boards, Allspring 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 Boards’ annual contract renewal process earlier in 2024. 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 Boards considered not only the specific information presented in connection with the Meeting, but also the knowledge gained over time through interactions with Allspring Funds Management and the Sub-Adviser about various topics. In this regard, the Boards reviewed reports of Allspring Funds Management at each of their quarterly meetings, which included, among other things, portfolio reviews and investment performance reports. In addition, the Boards and the teams mentioned above confer with portfolio managers at various times throughout the year. The Boards 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 Funds Trust Board unanimously determined that the compensation payable to Allspring Funds Management was reasonable, and approved the continuation of the Feeder Fund Management Agreement for a one-year term. Additionally, after its deliberations, the Master Trust Board unanimously determined that the compensation payable to Allspring Funds Management and the Sub-Adviser was reasonable, and approved the continuation of the Master Portfolio Advisory Agreement and the Sub-Advisory Agreement, each for a one-year term. The Boards considered the approval of the Advisory Agreements for the Funds as part of their consideration of agreements for funds across the complex, but their approvals were made on a fund-by-fund basis. The following summarizes a number of important, but not necessarily all, factors considered by the Boards in support of their approvals.
Nature, extent, and quality of services
The Boards received and considered various information regarding the nature, extent, and quality of services provided to the Feeder Fund and the Master Portfolio, as applicable, by Allspring 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 Feeder Fund Management Agreement, as well as, among other things, a summary of the background and experience of senior management of Allspring Global Investments, of which Allspring Funds Management and
32 | Allspring Small Company Value Fund
Other information (unaudited)
the Sub-Adviser are a part, and a summary of investments made in the Allspring Global Investments business.* The Boards also received information about the services that continue to be provided by Wells Fargo & Co. and/or its affiliates (“Wells Fargo”) since the sale of Wells Fargo Asset Management to Allspring Global Investments Holdings, LLC, a holding company indirectly owned by certain private funds of GTCR LLC and Reverence Capital Partners, L.P., under a transition services agreement and an update on the anticipated timeline for exiting the transition services agreement. In addition, the Boards received and considered information about the full range of services provided to the Fund and the Master Portfolio by Allspring Funds Management and its affiliates.
The Boards considered the qualifications, background, tenure, and responsibilities of each of the portfolio managers primarily responsible for the day-to-day portfolio management of the Master Portfolio. The Boards evaluated the ability of Allspring Funds Management and the Sub-Adviser to attract and retain qualified investment professionals, including research, advisory, and supervisory personnel.
The Boards further considered the compliance programs and compliance records of Allspring Funds Management and the Sub-Adviser. The Boards received and considered information about Allspring Global Investments’ risk management functions, which included information about Allspring Funds Management’s and the Sub-Adviser’s business continuity plans, their approaches to data privacy and cybersecurity, and Allspring Funds Management’s role as administrator of the Funds’ liquidity risk management programs and fair valuation designee. The Boards also received and considered information about Allspring Funds Management’s intermediary and vendor oversight program.
Fund investment performance and expenses
The Boards considered the investment performance results for each of the Funds over various time periods ended December 31, 2023. The Boards 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 Feeder Fund (the “Universe”), and in comparison to the Feeder Fund’s benchmark index and to other comparative data. Broadridge is an independent provider of investment company data. The Boards received a description of the methodology used by Broadridge to select the mutual funds in the performance Universe. The Funds Trust Board noted that the investment performance of the Feeder Fund (Administrator Class) was higher than or in range of the average investment performance of its Universe for all periods under review. The Funds Trust Board also noted that the investment performance of the Feeder Fund was higher than its benchmark index, the Russell 2000® Value Index, for all periods under review.
The Master Trust Board took note of the investment performance of the Master Portfolio in the context of reviewing the investment performance of the Feeder Fund.
The Funds Trust Board also received and considered information regarding the Feeder Fund’s net operating expense ratios, which include fees and expenses of the Master Portfolio, and their various components, including actual management fees assessed at the Feeder Fund and Master Portfolio levels, custodian and other non-management fees, and Rule 12b-1 and non-Rule 12b-1 shareholder service fees. The Funds Trust 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 Feeder Fund (the “Groups”). The Funds Trust 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 Funds Trust Board noted that the net operating expense ratios of the Feeder Fund were lower than the median net operating expense ratios of the expense Groups for each share class.
With respect to the Master Portfolio, the Master Trust Board reviewed the fee rates payable to Allspring Funds Management for investment advisory services (as discussed below), which are the only fees charged at the Master Portfolio level, relative to a corresponding expense Group.
The Boards took into account the Funds’ investment performance and expense information provided to them among the factors considered in deciding to re-approve the Advisory Agreements.
Investment management, advisory, and sub-advisory fee rates
The Funds Trust Board noted that Allspring Funds Management receives no advisory fees from the Feeder Fund as long as the Feeder Fund continues to invest all (or substantially all) of its assets in a single master portfolio. If the Feeder Fund were to change its investment structure so that it began investing in two or more master portfolios (a fund-of-funds), Allspring Funds Management would be entitled to receive an annual fee of 0.25% of the Feeder Fund’s average daily net assets for providing investment advisory services to the Feeder Fund, including allocating the Feeder Fund’s assets to the Master Portfolio.
The Funds Trust Board reviewed and considered the contractual fee rates payable by the Feeder Fund to Allspring Funds Management under the Feeder Fund Management Agreement for management services (other than investment advisory services), as well as the contractual fee rates payable by the Feeder Fund to Allspring 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 trade name for the asset management firm that includes Allspring Funds Management and the Sub-Adviser is “Allspring Global Investments.”
Allspring Small Company Value Fund | 33
Other information (unaudited)
The Master Trust Board reviewed and considered the contractual investment advisory fee rate payable by the Master Portfolio to Allspring Funds Management for investment advisory services under the Master Portfolio Advisory Agreement (the “Advisory Agreement Rate”). The Master Trust Board also reviewed and considered the contractual investment sub-advisory fee rates payable by Allspring Funds Management to the Sub-Adviser for investment sub-advisory services.
Among other information reviewed by the Funds Trust Board was a comparison of the Feeder Fund’s Management Rate, which, for this purpose, includes the advisory fees paid at the Master Portfolio level, 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 Funds Trust Board noted that the Management Rates of the Feeder Fund were in range of or higher than the sum of these average rates for the Feeder Fund’s expense Groups for each share class.
The Master Trust Board reviewed a comparison of the Advisory Agreement Rate of the Master Portfolio with those of other funds in the Master Portfolio’s expense Group at a common asset level. The Master Trust Board noted that the Advisory Agreement Rate of the Master Portfolio was lower than the median rate for the Master Portfolio’s expense Group.
The Master Trust Board also received and considered information about the portions of the total management fees that were retained by Allspring Funds Management after payment of the fees to the Sub-Adviser for sub-advisory services. In assessing the reasonableness of these amounts, the Master Trust Board received and evaluated information about the nature and extent of responsibilities retained and risks assumed by Allspring Funds Management and not delegated to or assumed by the Sub-Adviser, and about Allspring Funds Management’s on-going oversight services. Given the affiliation between Allspring Funds Management and the Sub-Adviser, the Master Trust Board ascribed limited relevance to the allocation of fees between them.
The Boards also received and considered information about the nature and extent of services offered and fee rates charged by Allspring Funds Management and the Sub-Adviser to other types of clients with investment strategies similar to those of the Funds. In this regard, the Boards received information about the significantly greater scope of services, and compliance, reporting and other legal and regulatory obligations 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 Funds Trust Board determined that the compensation payable to Allspring Funds Management under the Feeder Fund Management Agreement was reasonable, and the Master Trust Board determined that the compensation payable to Allspring Funds Management under the Master Portfolio Advisory Agreement and to the Sub-Adviser under the Sub-Advisory Agreement was reasonable.
The Boards received and considered information concerning the profitability of Allspring Funds Management, as well as the profitability of Allspring Global Investments, from providing services to the fund complex as a whole. The Master Trust Board noted that the Sub-Adviser’s profitability information with respect to providing services to the Master Portfolio and other funds in the complex was subsumed in the Allspring Global Investments profitability analysis.
Allspring 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 Boards 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 their review, the Boards did not deem the profits reported by Allspring Funds Management or Allspring Global Investments from services provided to the Funds to be at a level that would prevent the Boards from approving the continuation of the Advisory Agreements.
The Boards received and considered information about the potential for Allspring Funds Management to experience economies of scale in the provision of management services to the Funds, the difficulties of isolating and quantifying economies of scale at an individual fund level, and the extent to which potential scale benefits are shared with shareholders of the Funds. The Boards noted the existence of breakpoints in the Master Portfolio’s advisory fee structure and the Feeder Fund’s management fee structure, which operate generally to reduce the Funds’ expense ratios as the Funds grow in size, and the size of the Master Portfolio and the Feeder Fund, respectively, in relation to such breakpoints. The Boards considered that, in addition to advisory fee and management fee breakpoints, Allspring 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 Boards concluded that Allspring Funds Management’s arrangements with respect to each Fund, including contractual breakpoints, constituted a reasonable approach to sharing potential economies of scale with the Funds and their shareholders.
34 | Allspring Small Company Value Fund
Other information (unaudited)
Other benefits to Allspring Funds Management and the Sub-Adviser
The Boards received and considered information regarding potential “fall-out” or ancillary benefits received by Allspring Funds Management and its affiliates, including the Sub-Adviser, 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 Allspring Funds Management’s and the Sub-Adviser’s business as a result of their relationships with the Funds. The Board noted that Allspring Funds Distributor, LLC, an affiliate of Allspring Funds Management, receives distribution-related fees in respect of shares sold or held through it.
The Boards also reviewed information about soft dollar credits earned and utilized by the Sub-Adviser.
Based on their consideration of the factors and information they deemed relevant, including those described here, the Boards did not find that any ancillary benefits received by Allspring Funds Management and its affiliates, including the Sub-Adviser, were unreasonable.
At the Meeting, after considering the above-described factors and based on its deliberations and its evaluation of the information described above, the Funds Trust Board unanimously determined that the compensation payable to Allspring Funds Management was reasonable, and approved the continuation of the Feeder Fund Management Agreement for a one-year term. Additionally, after considering the above-described factors and based on its deliberations and its evaluation of the information described above, the Master Trust Board unanimously determined that the compensation payable to Allspring Funds Management and the Sub-Adviser was reasonable, and approved the continuation of the Master Portfolio Advisory Agreement and the Sub-Advisory Agreement, each for a one-year term.
Allspring Small Company Value Fund | 35
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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
Website: allspringglobal.com
Individual investors: 1-800-222-8222
Retail investment professionals: 1-888-877-9275
Institutional investment professionals: 1-800-260-5969
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.
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.
© 2024 Allspring Global Investments Holdings, LLC. All rights reserved.
NCSRS1815 10-24
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS FOR OPEN-END MANAGEMENT INVESTMENT COMPANIES
Changes in and Disagreements with Accountants for Open-End Management Investment Companies are included as part of the Financial Statements filed under Item 7(a) of this Form.
ITEM 9. PROXY DISCLOSURES FOR OPEN-END MANAGEMENT INVESTMENT COMPANIES
Proxy Disclosures for Open-End Management Investment Companies are included as part of the Financial Statements filed under Item 7(a) of this Form.
ITEM 10. REMUNERATION PAID TO DIRECTORS, OFFICERS, AND OTHERS OF OPEN-END MANAGEMENT INVESTMENT COMPANIES
Renumeration Paid to Directors, Officers, and Others of Open-End Investment Companies is included as part of the Financial Statements filed under Item 7(a) of this Form.
ITEM 11. STATEMENT REGARDING BASIS FOR APPROVAL OF INVESTMENT ADVISORY CONTRACT
The registrant’s Statement Regarding Basis for Approval of Investment Advisory Contract is included as part of the Financial Statements filed under Item 7(a) of this Form.
ITEM 12. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES
Not applicable.
ITEM 13. PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES
Not applicable.
ITEM 14. PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT COMPANY AND AFFILIATED PURCHASERS
Not applicable.
ITEM 15. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
There have been no material changes to the procedures by which shareholders may recommend nominees to the registrant’s Board of Trustees that have been implemented since the registrant’s last provided disclosure in response to the requirements of this Item.
ITEM 16. CONTROLS AND PROCEDURES
(a) The President and Treasurer have concluded that the Allspring Master 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 17. DISCLOSURES OF SECURITIES LENDING ACTIVITES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES
Not applicable.
ITEM 18. RECOVERY OF ERRONEOUSLY AWARDED COMPENSATION
Not applicable.
ITEM 19. EXHIBITS
(a)(1) Not applicable.
(a)(2) Not applicable.
(a)(3) Certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2022.
(a)(4) Not applicable.
(a)(5) Not applicable.
(b) Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2022.
(101) Inline Interactive Data File - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the inline XBRL document.
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 Master Trust |
| |
| By: | | /s/ Andrew Owen |
| | Andrew Owen |
| | President (Principal Executive Officer) |
|
| Date: December 24, 2024 |
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the date indicated.
| | |
| Allspring Master Trust |
| |
| By: | | /s/ Andrew Owen |
| | Andrew Owen |
| | President (Principal Executive Officer) |
|
| Date: December 24, 2024 |
| | |
| By: | | /s/ Jeremy DePalma |
| | Jeremy DePalma |
| | Treasurer (Principal Financial Officer) |
|
| Date: December 24, 2024 |
