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: 811-21507
Allspring Utilities and High Income Fund
(Exact name of registrant as specified in charter)
1415 Vantage Park Drive, 3rd Floor, Charlotte, NC 28203
(Address of principal executive offices) (Zip code)
Matthew Prasse
Allspring Funds Management, LLC
1415 Vantage Park Drive, 3rd Floor, Charlotte, NC 28203
(Name and address of agent for service)
Registrant’s telephone number, including area code: 800-222-8222
Date of fiscal year end: August 31
Date of reporting period: February 29, 2024
ITEM 1. REPORT TO STOCKHOLDERS
Allspring Utilities and High Income Fund (ERH)
Semi-Annual Report
February 29, 2024
Managed Distribution Plan |
Pursuant to an exemptive order issued by the Securities and Exchange Commission (“Order”), the Fund is authorized to distribute long-term capital gains to shareholders more frequently than once per year. Pursuant to the Order, the Fund’s Board of Trustees approved a Managed Distribution Plan (“MDP”) for the Fund pursuant to which the Fund makes monthly cash distributions to common shareholders, stated in terms of a fixed amount per common share. |
The Fund’s Board has adopted a managed distribution plan for the Fund at an annual minimum fixed rate of 7% based on the Fund’s average monthly NAV per share over the prior 12 months. The Fund makes distributions monthly. You should not draw any conclusions about the Fund’s investment performance from the amount of these distributions or from the terms of the MDP. The MDP will be subject to regular periodic review by the Board and the Board may amend or terminate the MDP at any time without prior notice to Fund shareholders. However, at this time there are no reasonably foreseeable circumstances that might cause the termination of the MDP. |
The Fund may distribute more than its income and net realized capital gains and, therefore, a portion of your distribution may be a return of capital. A return of capital may occur, for example, when some or all of the money that you invested in the Fund is paid back to you. A return of capital distribution does not necessarily reflect the Fund’s investment performance and should not be confused with ‘yield’ or ‘income’. |
With each distribution, the Fund will issue a notice to shareholders and a press release containing information about the amount and sources of the distribution and other related information. The amounts and sources of distributions reported in the notice and press release are only estimates and are not provided for tax reporting purposes. The actual amounts and sources of the amounts for tax reporting purposes will depend upon the Fund’s investment experience during its fiscal year and may be subject to changes based on tax regulations. The Fund will send you a Form 1099-DIV for the calendar year that will tell you how to report these distributions for federal income tax purposes. |
The views expressed and any forward-looking statements are as of February 29, 2024, unless otherwise noted, and are those of the Fund’s portfolio managers and/or Allspring Global Investments. Discussions of individual securities or the markets generally are not intended as individual recommendations. Future events or results may vary significantly from those expressed in any forward-looking statements. The views expressed are subject to change at any time in response to changing circumstances in the market. Allspring Global Investments disclaims any obligation to publicly update or revise any views expressed or forward-looking statements.
Allspring Utilities and High Income Fund | 1
Letter to shareholders (unaudited)
Andrew Owen
President
Allspring Funds
Dear Shareholder:
We are pleased to offer you this semi-annual report for the Allspring Utilities and High Income Fund for the six-month period that ended February 29, 2024. Globally, stocks and bonds generally had positive returns for the period. However, markets were volatile as investors focused on persistently high inflation and the impact of aggressive central bank rate hikes. Riskier assets rallied as investors anticipated an end to the tight monetary policy.
For the period, U.S. stocks, based on the S&P 500 Index,1 returned 13.93%. International stocks, as measured by the MSCI ACWI ex USA Index (Net),2 gained 7.90% while the MSCI EM Index (Net) (USD),3 returned 4.93%. Among bond indexes, the Bloomberg U.S. Aggregate Bond Index4 returned 2.35%, the Bloomberg Global Aggregate ex-USD Index (unhedged)5 gained 1.96%, the Bloomberg Municipal Bond Index6 returned 4.33%, and the ICE BofA U.S. High Yield Index7 gained 6.15%.
Investors remained focused on central bank monetary policies.
As the six-month period began, stocks and bonds both had negative overall returns in September as investors were disappointed by the Federal Reserve’s (Fed’s) determination not to lower interest rates until it has confidence that it has tamed persistently high inflation. As of September, the two primary gauges of U.S. inflation—the annual Core Personal Consumption Expenditures Price Index8 and the Consumer Price Index (CPI)9—both stood at roughly 4%, twice as high as the Fed’s oft-stated 2% target. The month ended with the prospect of yet another U.S. government shutdown, averted at least temporarily but looming later in the year.
October was a tough month for financial markets overall. Key global and domestic indexes all were pushed down by rising geopolitical tensions—particularly the Israel-Hamas conflict—and concerns over the Fed’s “higher for longer” monetary policy. The U.S. 10-year Treasury yield rose above 5% for the first time since 2007. Commodity prices did well as oil prices rallied in response to the prospect of oil supply disruptions from the Middle East. U.S. annualized third quarter gross domestic product (GDP) was estimated at a healthier-than-anticipated 4.9%. China’s GDP indicated surprisingly strong industrial production and retail sales, offset by ongoing weakness in its real estate sector.
1
The S&P 500 Index consists of 500 stocks chosen for market size, liquidity, and industry group representation. It is a market-value-weighted index with each stock’s weight in the index proportionate to its market value. You cannot invest directly in an index.
2
The Morgan Stanley Capital International (MSCI) All Country World Index (ACWI) ex USA Index (Net) is a free-float-adjusted market-capitalization-weighted index that is designed to measure the equity market performance of developed and emerging markets, excluding the U.S. Source: MSCI. MSCI makes no express or implied warranties or representations and shall have no liability whatsoever with respect to any MSCI data contained herein. The MSCI data may not be further redistributed or used as a basis for other indexes or any securities or financial products. This report is not approved, reviewed, or produced by MSCI. You cannot invest directly in an index.
3
The MSCI Emerging Markets (EM) Index (Net) (USD) is a free-float-adjusted market-capitalization-weighted index that is designed to measure the equity market performance of emerging markets. You cannot invest directly in an index.
4
The Bloomberg U.S. Aggregate Bond Index is a broad-based benchmark that measures the investment-grade, U.S.-dollar-denominated, fixed-rate taxable bond market, including Treasuries, government-related and corporate securities, mortgage-backed securities (agency fixed-rate and hybrid adjustable-rate mortgage pass-throughs), asset-backed securities, and commercial mortgage-backed securities. You cannot invest directly in an index.
5
The Bloomberg Global Aggregate ex-USD Index (unhedged) is an unmanaged index that provides a broad-based measure of the global investment-grade fixed-income markets excluding the U.S.-dollar-denominated debt market. You cannot invest directly in an index.
6
The Bloomberg Municipal Bond Index is an unmanaged index composed of long-term tax-exempt bonds with a minimum credit rating of Baa. You cannot invest directly in an index.
7
The ICE BofA U.S. High Yield Index is a market-capitalization-weighted index of domestic and Yankee high yield bonds. The index tracks the performance of high yield securities traded in the U.S. bond market. Returns shown are net of transaction costs beginning on July 1, 2022. You cannot invest directly in an index. Copyright 2024. ICE Data Indices, LLC. All rights reserved.
8
The Core Personal Consumption Expenditures Price Index (PCE) is a measure of prices that people living in the United States, or those buying on their behalf, pay for goods and services. It is sometimes called the core PCE price index, because two categories that can have price swings – food and energy – are left out to make underlying inflation easier to see. You cannot invest directly in an index.
9
The Consumer Price Index (CPI) is a measure of the average change over time in the prices paid by urban consumers for a market basket of consumer goods and services. You cannot invest directly in an index.
2 | Allspring Utilities and High Income Fund
Letter to shareholders (unaudited)
“ In November, the market mood brightened as cooling inflation inspired confidence that central banks could hold off on further rate hikes. ”
In November, the market mood brightened as cooling inflation inspired confidence that central banks could hold off on further rate hikes. Overall annual inflation in the U.S. fell to 3.1% in November while 12-month inflation in the U.K. and eurozone eased to 4.6% and 2.4%, respectively—far below their peak levels of mid-2022. Third quarter annualized U.S. GDP growth was raised to an estimated 5.2% while U.S. job totals rose by just below 200,000 in November, indicating a slight cooling of the labor market. All of this fresh evidence added to confidence for a U.S. soft economic landing, leading to a more buoyant mood heading into winter as the Federal Open Market Committee held rates steady at its December meeting.
The broad year-end rally among stocks and bonds that began in November continued through December as investors became more confident that monetary policy would ease in 2024. Supporting the bubbly market mood were a series of reports confirming lower inflationary trends in the U.S. and Europe. During the period, it appeared more likely that the U.S. economy could achieve a soft landing, cooling enough to lower inflation without the pain of a recession. However, by year-end, an expectations gap developed. Capital markets priced in a total of 1.50 percentage points in federal funds rate cuts in 2024, twice as much as the three cuts of 0.25% hinted at by Fed officials.
Financial market performance was mixed in January 2024 as U.S. stocks had modest gains while non-U.S. equities, particularly those in emerging markets, and fixed income assets were held back by central banker pushback on market optimism over rate cuts. Overall, optimism was supported by indications of a soft landing for the U.S. economy. Key data included a surprisingly strong gain of 353,000 jobs in January, an unemployment rate of just 3.7%, and a rise of just 3.1% in the CPI in January. However, that resilience helped push back expectations of a rate cut in March to a more likely second quarter initial move.
In February, stocks were supported by positive economic data and strong corporate earnings. However, fixed income investments were under pressure as resilient inflation led to lowered expectations on the timing of interest rate cuts. The S&P 500 Index had solid monthly gains along with emerging market equities, which benefited from a rebound in China.
Don’t let short-term uncertainty derail long-term investment goals.
Periods of investment uncertainty can present challenges, but experience has taught us that maintaining long-term investment goals can be an effective way to plan for the future. Although diversification cannot guarantee an investment profit or prevent losses, we believe it can be an effective way to manage investment risk and potentially smooth out overall portfolio performance. We encourage investors to know their investments and to understand that appropriate levels of risk-taking may unlock opportunities.
Thank you for choosing to invest with Allspring Funds. We appreciate your confidence in us and remain committed to helping you meet your financial needs.
Sincerely,
Andrew Owen
President
Allspring Funds
For further information about your fund, contact your investment professional, visit our website at allspringglobal.com, or call us directly at 1-800-222-8222.
Allspring Utilities and High Income Fund | 3
Letter to shareholders (unaudited)
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On November 15, 2023, the Fund announced a renewal of its open-market share repurchase program (the “Buyback Program”). Under the renewed Buyback Program, the Fund may repurchase up to 5% of its outstanding shares in open market transactions during the period beginning on January 1, 2024 and ending on December 31, 2024. The Fund’s Board of Trustees has delegated to Allspring Funds Management, LLC, the Fund’s adviser, discretion to administer the Buyback Program, including the determination of the amount and timing of repurchases in accordance with the best interests of the Fund and subject to applicable legal limitations. |
4 | Allspring Utilities and High Income Fund
This page is intentionally left blank.
Performance highlights (unaudited)
Performance highlights
| The Fund seeks a high level of current income and moderate capital growth, with an emphasis on providing tax-advantaged dividend income. |
| The Fund allocates its assets between two separate investment strategies, or sleeves. Under normal market conditions, the Fund will allocate approximately 70% of its total assets to a sleeve that places a focus on common, preferred and convertible preferred stocks of utility companies and approximately 30% of its total assets to a sleeve of U.S. dollar denominated below investment grade (high yield) debt. |
| Allspring Funds Management, LLC |
| Allspring Global Investments, LLC |
| Chris Lee, CFA, Kent Newcomb, CFA, Michael J. Schueller, CFA, Andy Smith, CFA†, Jack Spudich, CFA |
Average annual total returns (%) as of February 29, 20241 |
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Based on net asset value (NAV) | | | | |
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ICE BofA U.S. High Yield Constrained Index5 | | | | |
Figures quoted represent past performance, which is no guarantee of future results, and do not reflect taxes that a shareholder may pay on an investment in a fund. Investment return and principal value of an investment will fluctuate so that an investor’s shares, when sold, may be worth more or less than their original cost. Current performance may be lower or higher than the performance data quoted, which assumes the reinvestment of dividends and capital gains. Performance figures of the Fund do not reflect brokerage commissions that a shareholder would pay on the purchase and sale of shares. If taxes and such brokerage commissions had been reflected, performance would have been lower. To obtain performance information current to the most recent month-end, please call 1-800-222-8222.
The Fund’s annualized expense ratio for the six months ended February 29, 2024, was 2.96% which includes 1.95% of interest expense.
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| Total returns based on market value are calculated assuming a purchase of common stock on the first day and a sale on the last day of the period reported. Total returns based on NAV are calculated based on the NAV at the beginning of the period and at the end of the period. Dividends and distributions, if any, are assumed for the purposes of these calculations to be reinvested at prices obtained under the Fund’s Automatic Dividend Reinvestment Plan. |
| The Russell 3000® Index measures the performance of the 3,000 largest U.S. companies based on total market capitalization, which represents approximately 98% of the investable U.S. equity market. You cannot invest directly in an index. |
| Source: Allspring Funds Management, LLC. The ERH Blended Index is weighted 70% in S&P 500 Utilities Index and 30% in the ICE BofA U.S. High Yield Constrained Index. Effective October 15, 2019, the ERH Blended Index changed the high yield component of the index from the ICE BofA U.S. High Yield Index with the ICE BofA U.S. High Yield Constrained Index in order to better match the Fund’s investment strategy. You cannot invest directly in an index. |
| The S&P 500 Utilities Index is a market-value-weighted index that measures the performance of all stocks within the utilities sector of the S&P 500 Index. You cannot invest directly in an index. |
| The ICE BofA U.S. High Yield Constrained Index is a market-value-weighted index of all domestic and Yankee high-yield bonds, including deferred interest bonds and payment-in-kind securities. Issues included in the index have maturities of one year or more and have a credit rating lower than BBB-/Baa3 but are not in default. The ICE BofA U.S. High Yield Constrained Index limits any individual issuer to a maximum of 2% benchmark exposure. Returns shown are net of transaction costs beginning on July 1, 2022. You cannot invest directly in an index. Copyright 2024. ICE Data Indices, LLC. All rights reserved. |
| Mr. Smith became a portfolio manager of the Fund on January 24, 2024. |
CFA® and Chartered Financial Analyst® are trademarks owned by CFA Institute. |
6 | Allspring Utilities and High Income Fund
Performance highlights (unaudited)
Growth of $10,000 investment as of February 29, 20241 |
| The chart compares the performance of the Fund for the most recent ten years with the Russell 3000® Index, ERH Blended Index, S&P 500 Utilities Index and ICE BofA U.S. High Yield Constrained Index. The chart assumes a hypothetical investment of $10,000 investment and reflects all operating expenses of the Fund. |
Comparison of NAV vs. market value1 |
| This chart does not reflect any brokerage commissions charged on the purchase and sale of the Fund’s common stock. Dividends and distributions paid by the Fund are included in the Fund’s average annual total returns but have the effect of reducing the Fund’s NAV. |
Allspring Utilities and High Income Fund | 7
Performance highlights (unaudited)
Risk summary
This closed-end fund is no longer available as an initial public offering and is only offered through broker-dealers on the secondary market. A closed-end fund is not required to buy its shares back from investors upon request. Shares of the Fund may trade at either a premium or discount relative to the Fund’s net asset value, and there can be no assurance that any discount will decrease. The values of, and/or the income generated by, securities held by the Fund may decline due to general market conditions or other factors, including those directly involving the issuers of such securities. Equity securities fluctuate in value in response to factors specific to the issuer of the security. Debt securities are subject to credit risk and interest rate risk, and high yield securities and unrated securities of similar credit quality have a much greater risk of default and their values tend to be more volatile than higher-rated securities with similar maturities. Funds that concentrate their investments in a single industry or sector may face increased risk of price fluctuation due to adverse developments within that industry or sector. The Fund is also subject to risks associated with any concentration of its investments in the utility sector. The Fund is leveraged through a revolving credit facility and also may incur leverage by issuing preferred shares in the future. The use of leverage results in certain risks, including, among others, the likelihood of greater volatility of net asset value and the market price of common shares. Foreign investments may contain more risk due to the inherent risks associated with changing political climates, foreign market instability, and foreign currency fluctuations. Derivatives involve additional risks, including interest rate risk, credit risk, the risk of improper valuation, and the risk of noncorrelation to the relevant instruments they are designed to hedge or closely track.
8 | Allspring Utilities and High Income Fund
Performance highlights (unaudited)
MANAGER’S DISCUSSION
Overview
The Fund’s return based on market value was -1.95% for the six-month period that ended February 29, 2024. During the same period, the Fund’s return based on net asset value (NAV) was 1.68%. Based on its market value and NAV return, the Fund underperformed the ERH Blended Index, which returned 2.20%.
The equity sleeve trailed its benchmark as investors favored more volatile stocks over utilities.
The Fund’s equity sleeve trailed its benchmark, the S&P 500 Utilities Index, by less than 0.5% for the period.
After a tough first three quarters of 2023, utilities stocks finally showed signs of life late in the year as the Federal Reserve (Fed) telegraphed an end to interest rate hikes, and the market’s advance broadened beyond information technology. Utilities stocks often underperform on a relative basis when dividend yields compare less favorably with higher rates on alternative investments or when investors favor riskier stocks. Additionally, investors have expressed concerns over utilities’ need to raise significant amounts of capital, at higher interest rates, to fund investments in their systems. Through the first two months of 2024, utilities underperformed the market by more than 9% as riskier stocks resumed market leadership.
The equity sleeve managers sold its position in Evergy, an electric utility that lowered its projected growth rate following a disappointing outcome in a request for a rate increase. Additionally, they pared the position in NextEra, a regulated utility that is also a leading developer of unregulated renewable energy projects. This utility dealt with several challenges, including concerns around its ongoing ability to finance rapid growth in its renewables portfolio. The managers added to several utilities in states with what they believe are attractive regulatory environments.
Ten largest holdings (%) as of February 29, 20241 |
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American Electric Power Co., Inc. | |
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Constellation Energy Corp. | |
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| Figures represent the percentage of the Fund’s net assets. Holdings are subject to change and may have changed since the date specified. |
Detractors included not owning a large power producer.
The largest detractor from relative performance was NRG Energy, an independent power producer in the benchmark. While the stock outperformed in the six-month period, the managers do not view this company’s business model favorably, as it has strayed from traditional
utility functions such as power generation and distribution.
Sector allocation as of February 29, 20241 |
| Figures represent the percentage of the Fund’s long-term investments. Allocations are subject to change and may have changed since the date specified. |
Not owning a renewable power generator aided relative results.
The Fund benefited from not owning AES Corp., a benchmark stock that focuses on renewable power generation, a sub-sector that has been out of favor. It also benefited from an overweight position in Constellation Energy, a company predominantly involved in nuclear power generation, an area that has attracted interest related to the buildout of data centers tied to artificial intelligence.
Equity sleeve outlook: Utilities provide solid total return potential and below average volatility.
The equity sleeve managers continue to see a clear path for moderate yet consistent growth in utility earnings and dividends. This, combined with estimated dividend yields for the sector that exceed the broader market, could continue to provide investors with solid total return potential and below-average volatility. Valuation supports this belief. After their worst relative performance in 40-plus years in 2023 and an inauspicious start to 2024, utilities recently traded at a roughly 27% discount to the broader market in contrast to the 15-year average of a slight premium. Challenges to the sector include inflation, interest rates that exceed expectations, or higher risk appetites by equity investors, which could lead to utility
underperformance.
Allspring Utilities and High Income Fund | 9
Performance highlights (unaudited)
Credit quality as of February 29, 20241 |
| The credit quality distribution of portfolio holdings reflected in the chart is based on ratings from Standard & Poor’s, Moody’s Investors Service, and/or Fitch Ratings Ltd. Credit quality ratings apply to the underlying holdings of the Fund and not to the Fund itself. The percentages of the portfolio with the ratings depicted in the chart are calculated based on the market value of fixed income securities held by the Fund. If a security was rated by all three rating agencies, the middle rating was utilized. If rated by two of the three rating agencies, the lower rating was utilized, and if rated by one of the rating agencies, that rating was utilized. Standard & Poor’s rates the creditworthiness of bonds, ranging from AAA (highest) to D (lowest). Ratings from A to CCC may be modified by the addition of a plus (+) or minus (-) sign to show relative standing within the rating categories. Standard & Poor’s rates the creditworthiness of short-term notes from SP-1 (highest) to SP-3 (lowest). Moody’s rates the creditworthiness of bonds, ranging from Aaa (highest) to C (lowest). Ratings Aa to B may be modified by the addition of a number 1 (highest) to 3 (lowest) to show relative standing within the ratings categories. Moody’s rates the creditworthiness of short-term U.S. tax-exempt municipal securities from MIG 1/VMIG 1 (highest) to SG (lowest). Fitch rates the creditworthiness of bonds, ranging from AAA (highest) to D (lowest). Credit quality distribution is subject to change and may have changed since the date specified. |
Bond market performance tied closely to Fed expectations.
The Fund’s high income sleeve underperformed its benchmark for the period.
In response to Fed Chairman Jerome Powell’s dovish pivot at the December Federal Open Market Committee (FOMC) meeting, the bond market priced in three more rate cuts than the FOMC’s median 2024 estimate. This resulted in an “everything rally” to finish 2023 that left corporate credit spreads near the tightest levels since the Global Financial Crisis.
At the start of 2024, various economic signals suggested inflation risks continue to be elevated. Thus, Fed-speak turned hawkish, emphasized patience, and suggested more work is required to ensure inflation sustainably returns to target. In response, the rates market quickly repriced expectations for monetary policy toward Fed expectations. Despite the repricing of rate cuts and historically elevated corporate supply, credit valuations remain rich.
The high-income sleeve was aided by cable and satellite but hurt by electric utilities.
The main contributors to the performance of the high-income sleeve came from an underweight allocation to and security selection within the cable/satellite and packaging sectors, while electric utilities and media
and entertainment were our worst-performing sectors as a result of security selection.
The high-income allocation shifted to higher-quality issuers.
During the trailing six months, we increased our BB- and above-rated bond exposure while decreasing our allocation to single-B-rated bonds. At the end of the period, the high-income sleeve was most overweight gas distribution and electric generation and most underweight telecommunications—wirelines and chemicals. Overall, the high-income sleeve remained short duration relative to the index and continued to
slightly out-yield the index.
Geographic allocation as of February 29, 20241 |
| Figures represent the percentage of the Fund’s long-term investments. Allocations are subject to change and may have changed since the date specified. |
High-income outlook: Economic fundamentals are improving.
Looking ahead at our six-month outlook, economic fundamentals appear to be improving as cyclical industries such as the manufacturing and housing sectors have shown signs of early-stage recoveries. U.S. consumers remain in solid shape with low, but slowly weakening, debt coverage ratios. Consumer spending is likely to moderate off the levels seen in the second half of 2023 but remain resilient due to positive wealth effects and strong wage gains.
Despite growth likely to trend near historical average levels, inflation is expected to continue inching toward the Fed’s target. We believe that lower inflation and a slowly loosening labor market could enable the Fed to be able to deliver upon its December rate cut projections, which should be supportive of high yield spreads. However, the risk of the disinflation progress stalling out could lead to further rate and spread volatility.
Leverage impact was negative.
The Fund’s use of leverage through bank borrowings had a negative impact on total return performance during this reporting period as it reduced gains. As of February 29, 2024, the Fund had approximately 24% of total assets in leverage.
Fund distributions
Pursuant to an exemptive order issued by the Securities and Exchange Commission (the “Order”), the Fund is authorized to distribute long-term capital gains to shareholders more frequently than once per year. Pursuant to the Order, the Fund’s Board of Trustees approved a managed distribution plan pursuant to which the Fund makes monthly cash distributions to common shareholders. The Fund’s managed distribution plan had no effect on the Fund’s investment strategy during the six-months ended February 29, 2024 and is not expected to have such an
10 | Allspring Utilities and High Income Fund
Performance highlights (unaudited)
effect in future periods. If distributions exceed Fund returns, they will cause its NAV per share to erode. Shareholders should not draw any conclusions about the Fund’s investment performance from the amount of its distribution or from the terms of its managed distribution plan. For the six-months ended February 29, 2024, the Fund’s total distributions were $0.40 per share. The Fund’s distributions may be comprised of amounts
characterized for federal income tax purposes as qualified and non-qualified ordinary dividends, capital gains and non dividend distributions, also known as return of capital distributions. The federal income tax character of distributions is determined after the end of the calendar year and reported to shareholders on Form 1099-DIV.
Allspring Utilities and High Income Fund | 11
Portfolio of investments—February 29, 2024 (unaudited)
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Communication services: 0.00% | | | | | | |
Diversified telecommunication services: 0.00% | | | | | | |
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Energy equipment & services: 0.10% | | | | | | |
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Electric utilities: 46.26% | | | | | | |
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American Electric Power Co., Inc. | | | | | | |
Constellation Energy Corp. | | | | | | |
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Public Service Enterprise Group, Inc. | | | | | | |
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American Water Works Co., Inc. | | | | | | |
Total common stocks (Cost $72,996,794) | | | | | | |
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Corporate bonds and notes: 38.35% | | | | | | |
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SCIH Salt Holdings, Inc.144A | | | | | | |
The accompanying notes are an integral part of these financial statements.
12 | Allspring Utilities and High Income Fund
Portfolio of investments—February 29, 2024 (unaudited)
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Clear Channel Outdoor Holdings, Inc.144A | | | | | | |
Clear Channel Outdoor Holdings, Inc.144A | | | | | | |
Outfront Media Capital LLC/Outfront Media Capital Corp.144A | | | | | | |
Outfront Media Capital LLC/Outfront Media Capital Corp.144A | | | | | | |
Outfront Media Capital LLC/Outfront Media Capital Corp.144A | | | | | | |
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Cablevision Lightpath LLC144A | | | | | | |
Cablevision Lightpath LLC144A | | | | | | |
Match Group Holdings II LLC144A | | | | | | |
Uber Technologies, Inc.144A | | | | | | |
Uber Technologies, Inc.144A | | | | | | |
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CCO Holdings LLC/CCO Holdings Capital Corp.144A | | | | | | |
CCO Holdings LLC/CCO Holdings Capital Corp.144A | | | | | | |
CCO Holdings LLC/CCO Holdings Capital Corp. | | | | | | |
CCO Holdings LLC/CCO Holdings Capital Corp.144A | | | | | | |
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Directv Financing LLC/Directv Financing Co-Obligor, Inc.144A | | | | | | |
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Scripps Escrow II, Inc.144A | | | | | | |
Sirius XM Radio, Inc.144A | | | | | | |
Townsquare Media, Inc.144A | | | | | | |
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Telecommunications: 0.08% | | | | | | |
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Consumer, cyclical: 6.69% | | | | | | |
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American Airlines, Inc./AAdvantage Loyalty IP Ltd.144A | | | | | | |
Hawaiian Airlines Pass-Through Certificates Series 2013-1 Class A | | | | | | |
Hawaiian Brand Intellectual Property Ltd./HawaiianMiles Loyalty Ltd.144A | | | | | | |
Spirit Loyalty Cayman Ltd./Spirit IP Cayman Ltd.144A | | | | | | |
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The accompanying notes are an integral part of these financial statements.
Allspring Utilities and High Income Fund | 13
Portfolio of investments—February 29, 2024 (unaudited)
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Auto manufacturers: 0.15% | | | | | | |
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Auto parts & equipment: 0.23% | | | | | | |
Adient Global Holdings Ltd.144A | | | | | | |
| | | | | | |
| | | | | | |
Distribution/wholesale: 0.22% | | | | | | |
G-III Apparel Group Ltd.144A | | | | | | |
| | | | | | |
| | | | | | |
Churchill Downs, Inc.144A | | | | | | |
Churchill Downs, Inc.144A | | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
Live Nation Entertainment, Inc.144A | | | | | | |
Live Nation Entertainment, Inc.144A | | | | | | |
| | | | | | |
| | | | | | |
Taylor Morrison Communities, Inc.144A | | | | | | |
Tri Pointe Group, Inc./Tri Pointe Homes, Inc. | | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
Carnival Holdings Bermuda Ltd.144A | | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
Bath & Body Works, Inc.144A | | | | | | |
Dave & Buster’s, Inc.144A | | | | | | |
| | | | | | |
The accompanying notes are an integral part of these financial statements.
14 | Allspring Utilities and High Income Fund
Portfolio of investments—February 29, 2024 (unaudited)
| | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
LSF9 Atlantis Holdings LLC/Victra Finance Corp.144A | | | | | | |
Macy’s Retail Holdings LLC144A | | | | | | |
Macy’s Retail Holdings LLC144A | | | | | | |
| | | | | | |
NMG Holding Co., Inc./Neiman Marcus Group LLC144A | | | | | | |
PetSmart, Inc./PetSmart Finance Corp.144A | | | | | | |
PetSmart, Inc./PetSmart Finance Corp.144A | | | | | | |
Raising Cane’s Restaurants LLC144A | | | | | | |
Sally Holdings LLC/Sally Capital, Inc. | | | | | | |
| | | | | | |
Consumer, non-cyclical: 5.45% | | | | | | |
Commercial services: 2.66% | | | | | | |
Allied Universal Holdco LLC144A | | | | | | |
Allied Universal Holdco LLC/Allied Universal Finance Corp.144A | | | | | | |
Allied Universal Holdco LLC/Allied Universal Finance Corp.144A | | | | | | |
| | | | | | |
MPH Acquisition Holdings LLC144A | | | | | | |
PECF USS Intermediate Holding III Corp.144A | | | | | | |
Prime Security Services Borrower LLC/Prime Finance, Inc.144A | | | | | | |
| | | | | | |
Service Corp. International | | | | | | |
Sotheby’s/Bidfair Holdings, Inc.144A | | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
Healthcare-services: 2.16% | | | | | | |
Catalent Pharma Solutions, Inc.144A | | | | | | |
CHS/Community Health Systems, Inc.144A | | | | | | |
CHS/Community Health Systems, Inc.144A | | | | | | |
CHS/Community Health Systems, Inc.144A | | | | | | |
CHS/Community Health Systems, Inc.144A | | | | | | |
| | | | | | |
ModivCare Escrow Issuer, Inc.144A | | | | | | |
Pediatrix Medical Group, Inc.144A | | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
Tenet Healthcare Corp.144A | | | | | | |
| | | | | | |
The accompanying notes are an integral part of these financial statements.
Allspring Utilities and High Income Fund | 15
Portfolio of investments—February 29, 2024 (unaudited)
| | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
Energy-alternate sources: 0.81% | | | | | | |
Enviva Partners LP/Enviva Partners Finance Corp.144A | | | | | | |
TerraForm Power Operating LLC144A | | | | | | |
TerraForm Power Operating LLC144A | | | | | | |
| | | | | | |
| | | | | | |
Aethon United BR LP/Aethon United Finance Corp.144A | | | | | | |
Encino Acquisition Partners Holdings LLC144A | | | | | | |
Hilcorp Energy I LP/Hilcorp Finance Co.144A | | | | | | |
Hilcorp Energy I LP/Hilcorp Finance Co.144A | | | | | | |
Hilcorp Energy I LP/Hilcorp Finance Co.144A | | | | | | |
Hilcorp Energy I LP/Hilcorp Finance Co.144A | | | | | | |
Hilcorp Energy I LP/Hilcorp Finance Co.144A | | | | | | |
Hilcorp Energy I LP/Hilcorp Finance Co.144A | | | | | | |
Nabors Industries Ltd.144A | | | | | | |
Nabors Industries, Inc.144A | | | | | | |
Nabors Industries, Inc.144A | | | | | | |
| | | | | | |
Talos Production, Inc.144A | | | | | | |
| | | | | | |
Oil & gas services: 0.70% | | | | | | |
| | | | | | |
Oceaneering International, Inc. | | | | | | |
| | | | | | |
| | | | | | |
Antero Midstream Partners LP/Antero Midstream Finance Corp.144A | | | | | | |
| | | | | | |
| | | | | | |
CQP Holdco LP/BIP-V Chinook Holdco LLC144A | | | | | | |
CQP Holdco LP/BIP-V Chinook Holdco LLC144A | | | | | | |
| | | | | | |
| | | | | | |
Energy Transfer LP (5 Year Treasury Constant Maturity+4.02%)± | | | | | | |
| | | | | | |
EnLink Midstream Partners LP | | | | | | |
EnLink Midstream Partners LP | | | | | | |
Harvest Midstream I LP144A | | | | | | |
Hess Midstream Operations LP144A | | | | | | |
| | | | | | |
| | | | | | |
Prairie Acquiror LP144A%% | | | | | | |
Rockies Express Pipeline LLC144A | | | | | | |
The accompanying notes are an integral part of these financial statements.
16 | Allspring Utilities and High Income Fund
Portfolio of investments—February 29, 2024 (unaudited)
| | | | | |
| | | | | | |
Tallgrass Energy Partners LP/Tallgrass Energy Finance Corp.144A | | | | | | |
Tallgrass Energy Partners LP/Tallgrass Energy Finance Corp.144A | | | | | | |
Venture Global Calcasieu Pass LLC144A | | | | | | |
Venture Global LNG, Inc.144A | | | | | | |
Venture Global LNG, Inc.144A | | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
Bank of America Corp. Series JJ (U.S. SOFR 3 Month+3.55%)ʊ± | | | | | | |
Bank of America Corp. Series RR (5 Year Treasury Constant Maturity+2.76%)ʊ± | | | | | | |
Citigroup, Inc. Series X (5 Year Treasury Constant Maturity+3.42%)ʊ± | | | | | | |
JPMorgan Chase & Co. Series HH (U.S. SOFR 3 Month+3.13%)ʊ± | | | | | | |
| | | | | | |
Diversified financial services: 2.18% | | | | | | |
| | | | | | |
Nationstar Mortgage Holdings, Inc.144A | | | | | | |
Nationstar Mortgage Holdings, Inc.144A | | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
Oppenheimer Holdings, Inc. | | | | | | |
| | | | | | |
Rocket Mortgage LLC/Rocket Mortgage Co-Issuer, Inc.144A | | | | | | |
United Wholesale Mortgage LLC144A | | | | | | |
United Wholesale Mortgage LLC144A | | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
AssuredPartners, Inc.144A | | | | | | |
BroadStreet Partners, Inc.144A | | | | | | |
HUB International Ltd.144A | | | | | | |
HUB International Ltd.144A | | | | | | |
HUB International Ltd.144A | | | | | | |
| | | | | | |
| | | | | | |
HAT Holdings I LLC/HAT Holdings II LLC144A | | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
The accompanying notes are an integral part of these financial statements.
Allspring Utilities and High Income Fund | 17
Portfolio of investments—February 29, 2024 (unaudited)
| | | | | |
| | | | | | |
Ladder Capital Finance Holdings LLLP/Ladder Capital Finance Corp.144A | | | | | | |
| | | | | | |
Service Properties Trust144A | | | | | | |
Starwood Property Trust, Inc.144A | | | | | | |
Starwood Property Trust, Inc. | | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
Spirit AeroSystems, Inc.144A | | | | | | |
Spirit AeroSystems, Inc.144A | | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
Building materials: 0.68% | | | | | | |
Camelot Return Merger Sub, Inc.144A | | | | | | |
Emerald Debt Merger Sub LLC144A | | | | | | |
| | | | | | |
Hand/machine tools: 0.71% | | | | | | |
Werner FinCo LP/Werner FinCo, Inc.144A | | | | | | |
Werner FinCo LP/Werner FinCo, Inc. (PIK at 5.75%)144A¥ | | | | | | |
| | | | | | |
Machinery-diversified: 0.47% | | | | | | |
Chart Industries, Inc.144A | | | | | | |
Chart Industries, Inc.144A | | | | | | |
TK Elevator U.S. Newco, Inc.144A | | | | | | |
| | | | | | |
Packaging & containers: 1.19% | | | | | | |
Ardagh Metal Packaging Finance USA LLC/Ardagh Metal Packaging Finance PLC144A | | | | | | |
Ardagh Metal Packaging Finance USA LLC/Ardagh Metal Packaging Finance PLC144A | | | | | | |
| | | | | | |
Clydesdale Acquisition Holdings, Inc.144A | | | | | | |
Mauser Packaging Solutions Holding Co.144A | | | | | | |
Owens-Brockway Glass Container, Inc.144A | | | | | | |
Sealed Air Corp./Sealed Air Corp. U.S.144A | | | | | | |
| | | | | | |
Trucking & leasing: 0.44% | | | | | | |
Fortress Transportation & Infrastructure Investors LLC144A | | | | | | |
Fortress Transportation & Infrastructure Investors LLC144A | | | | | | |
| | | | | | |
The accompanying notes are an integral part of these financial statements.
18 | Allspring Utilities and High Income Fund
Portfolio of investments—February 29, 2024 (unaudited)
| | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
AthenaHealth Group, Inc.144A | | | | | | |
Cloud Software Group, Inc.144A | | | | | | |
Cloud Software Group, Inc.144A | | | | | | |
SS&C Technologies, Inc.144A | | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
Edison International (5 Year Treasury Constant Maturity+3.86%)± | | | | | | |
NextEra Energy Operating Partners LP144A | | | | | | |
NextEra Energy Operating Partners LP144A | | | | | | |
NextEra Energy Operating Partners LP144A | | | | | | |
NSG Holdings LLC/NSG Holdings, Inc.144A | | | | | | |
Pattern Energy Operations LP/Pattern Energy Operations, Inc.144A | | | | | | |
| | | | | | |
Sempra (5 Year Treasury Constant Maturity+2.87%)± | | | | | | |
Vistra Corp. (5 Year Treasury Constant Maturity+5.74%)144Aʊ± | | | | | | |
Vistra Operations Co. LLC144A | | | | | | |
Vistra Operations Co. LLC144A | | | | | | |
| | | | | | |
Total corporate bonds and notes (Cost $37,256,388) | | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
Clear Channel Outdoor Holdings, Inc. (U.S. SOFR 3 Month+3.50%)± | | | | | | |
| | | | | | |
DirecTV Financing LLC (U.S. SOFR 1 Month+5.00%)± | | | | | | |
Hubbard Radio LLC (U.S. SOFR 1 Month+4.25%)± | | | | | | |
| | | | | | |
Consumer, cyclical: 0.54% | | | | | | |
| | | | | | |
Mileage Plus Holdings LLC (U.S. SOFR 3 Month+5.25%)± | | | | | | |
SkyMiles IP Ltd. (U.S. SOFR 3 Month+3.75%)± | | | | | | |
| | | | | | |
Auto parts & equipment: 0.07% | | | | | | |
First Brands Group LLC (U.S. SOFR 3 Month+5.00%)± | | | | | | |
The accompanying notes are an integral part of these financial statements.
Allspring Utilities and High Income Fund | 19
Portfolio of investments—February 29, 2024 (unaudited)
| | | | | |
| | | | | | |
Carnival Corp. (U.S. SOFR 1 Month+3.00%)± | | | | | | |
| | | | | | |
Petco Health & Wellness Co., Inc. (U.S. SOFR 3 Month+3.25%)± | | | | | | |
Consumer, non-cyclical: 0.90% | | | | | | |
Commercial services: 0.90% | | | | | | |
Geo Group, Inc. (U.S. SOFR 1 Month+6.88%)± | | | | | | |
MPH Acquisition Holdings LLC (U.S. SOFR 3 Month+4.25%)± | | | | | | |
PECF USS Intermediate Holding III Corp. (U.S. SOFR 1 Month+4.25%)± | | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
GIP III Stetson I LP (U.S. SOFR 1 Month+4.25%)± | | | | | | |
Prairie ECI Acquiror LP (U.S. SOFR 3 Month+4.75%)± | | | | | | |
| | | | | | |
| | | | | | |
Diversified financial services: 0.12% | | | | | | |
Resolute Investment Managers, Inc. (U.S. SOFR 3 Month+4.25%)ౠ| | | | | | |
Resolute Investment Managers, Inc. (U.S. SOFR 3 Month+8.00%)ౠ| | | | | | |
| | | | | | |
| | | | | | |
Asurion LLC (U.S. SOFR 1 Month+3.25%)± | | | | | | |
Asurion LLC (U.S. SOFR 1 Month+5.25%)± | | | | | | |
| | | | | | |
Total loans (Cost $2,736,072) | | | | | | |
Yankee corporate bonds and notes: 6.62% | | | | | | |
| | | | | | |
| | | | | | |
Braskem Netherlands Finance BV144A | | | | | | |
| | | | | | |
Telecommunications: 0.26% | | | | | | |
| | | | | | |
Consumer, cyclical: 2.60% | | | | | | |
| | | | | | |
Air Canada Pass-Through Trust Series 2020-1 Class C144A | | | | | | |
VistaJet Malta Finance PLC/Vista Management Holding, Inc.144A | | | | | | |
| | | | | | |
| | | | | | |
Banijay Entertainment SASU144A | | | | | | |
The accompanying notes are an integral part of these financial statements.
20 | Allspring Utilities and High Income Fund
Portfolio of investments—February 29, 2024 (unaudited)
| | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
Royal Caribbean Cruises Ltd.144A | | | | | | |
Royal Caribbean Cruises Ltd.144A | | | | | | |
Royal Caribbean Cruises Ltd.144A%% | | | | | | |
Royal Caribbean Cruises Ltd.144A | | | | | | |
Royal Caribbean Cruises Ltd.144A | | | | | | |
| | | | | | |
Consumer, non-cyclical: 0.50% | | | | | | |
| | | | | | |
Teva Pharmaceutical Finance Netherlands III BV | | | | | | |
Teva Pharmaceutical Finance Netherlands III BV | | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
Griffin Coal Mining Co. Pty. Ltd.144A♦† | | | | | | |
| | | | | | |
Borr IHC Ltd./Borr Finance LLC144A | | | | | | |
| | | | | | |
Enbridge, Inc. (5 Year Treasury Constant Maturity+4.42%)± | | | | | | |
Northriver Midstream Finance LP144A | | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
BBVA Bancomer SA (5 Year Treasury Constant Maturity+4.21%)144A± | | | | | | |
BNP Paribas SA (5 Year Treasury Constant Maturity+3.73%)144Aʊ± | | | | | | |
HSBC Holdings PLC (USD ICE Swap Rate 11:00am NY 5 Year+3.75%)ʊ± | | | | | | |
Intesa Sanpaolo SpA (5 Year USD Swap Rate+5.46%)144Aʊ± | | | | | | |
UBS Group AG (5 Year Treasury Constant Maturity+3.40%)144Aʊ± | | | | | | |
| | | | | | |
Diversified financial services: 0.55% | | | | | | |
Castlelake Aviation Finance DAC144A | | | | | | |
Macquarie Airfinance Holdings Ltd.144A | | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
The accompanying notes are an integral part of these financial statements.
Allspring Utilities and High Income Fund | 21
Portfolio of investments—February 29, 2024 (unaudited)
| | | | | |
| | | | | | |
Sensata Technologies BV144A | | | | | | |
Sensata Technologies BV144A | | | | | | |
| | | | | | |
Machinery-diversified: 0.12% | | | | | | |
TK Elevator Holdco GmbH144A | | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
Total yankee corporate bonds and notes (Cost $6,295,787) | | | | | | |
| | | | | |
Short-term investments: 2.01% | | | | | | |
Investment companies: 2.01% | | | | | | |
Allspring Government Money Market Fund Select Class♠∞## | | | | | | |
Total short-term investments (Cost $1,911,268) | | | | | | |
Total investments in securities (Cost $121,196,309) | | | | | | |
Other assets and liabilities, net | | | | | | |
| | | | | | |
| The security is fair valued in accordance with procedures approved by the Board of Trustees. |
| 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. |
| The security is purchased on a when-issued basis. |
| Security is perpetual in nature and has no stated maturity date. The date shown reflects the next call date. |
| A payment-in-kind (PIK) security is a security in which the issuer may make interest or dividend payments in cash or additional securities or a combination of both. The rate shown is the rate in effect at period end. |
| Security is valued using significant unobservable inputs. |
| The issuer of the security is an affiliated person of the Fund as defined in the Investment Company Act of 1940. |
| The rate represents the 7-day annualized yield at period end. |
| All or a portion of this security is segregated as collateral for when-issued securities. |
|
| Real estate investment trust |
| Secured Overnight Financing Rate |
The accompanying notes are an integral part of these financial statements.
22 | Allspring Utilities and High Income Fund
Portfolio of investments—February 29, 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 adviser or investment manager. Transactions with issuers that were affiliates of the Fund 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 Utilities and High Income Fund | 23
Statement of assets and liabilities—February 29, 2024 (unaudited)
Financial statements
Statement of assets and liabilities
| |
Investments in unaffiliated securities, at value (cost $119,285,041) | |
Investments in affiliated securities, at value (cost $1,911,268) | |
| |
Receivable for dividends and interest | |
Receivable for investments sold | |
Prepaid expenses and other assets | |
| |
| |
Secured borrowing payable | |
| |
Payable for when-issued transactions | |
Payable for investments purchased | |
| |
Payable for Fund shares repurchased | |
Administration fee payable | |
Trustees’ fees and expenses payable | |
Accrued expenses and other liabilities | |
| |
| |
| |
| |
| |
| |
Net asset value per share | |
Based on $95,038,578 divided by 9,189,783 shares issued and outstanding (unlimited number of shares authorized) | |
The accompanying notes are an integral part of these financial statements.
24 | Allspring Utilities and High Income Fund
Statement of operations—six months ended February 29, 2024 (unaudited)
Statement of operations
| |
| |
| |
Income from affiliated securities | |
| |
| |
| |
| |
Custody and accounting fees | |
| |
Shareholder report expenses | |
Trustees’ fees and expenses | |
| |
| |
| |
| |
| |
Realized and unrealized gains (losses) on investments | |
Net realized losses 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 Utilities and High Income Fund | 25
Statement of changes in net assets
Statement of changes in net assets
|
Six months ended
February 29, 2024 (unaudited) | Year ended August 31, 2023 |
| | | | |
| | | | |
Net realized 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 | | | | |
Tax basis return of capital | | | | |
Total distributions to shareholders | | | | |
Capital share transactions | | | | |
Cost of shares repurchased | | | | |
Total decrease in net assets | | | | |
| | | | |
| | | | |
| | | | |
The accompanying notes are an integral part of these financial statements.
26 | Allspring Utilities and High Income Fund
Statement of cash flows—six months ended February 29, 2024 (unaudited)
Statement of cash flows
Cash flows from operating activities | |
Net increase in net assets resulting from operations | |
Adjustments to reconcile net increase in net assets from operations to net cash provided by operating activities | |
Purchases of long-term securities | |
Proceeds from the sales of long-term securities | |
| |
Purchases and sales of short-term securities, net | |
Decrease in receivable for investments sold | |
Decrease in receivable for dividends and interest | |
Decrease in prepaid expenses and other assets | |
Increase in payable for investments purchased | |
Decrease in trustees’ fees and expenses payable | |
Decrease in advisory fee payable | |
Decrease in administration fees payable | |
Increase in accrued expenses and other liabilities | |
Payments on foreign currency transactions | |
Net realized losses on unaffiliated securities | |
Net change in unrealized gains (losses) on unaffiliated securities | |
Net change in unrealized gain (losses) on foreign currency and foreign currency translations | |
Net cash provided by operating activities | |
Cash flows from financing activities | |
Cost of shares repurchased | |
| |
Net cash used in financing activities | |
| |
| |
| |
| |
Supplemental cash disclosure | |
| |
The accompanying notes are an integral part of these financial statements.
Allspring Utilities and High Income Fund | 27
Financial highlights
(For a share outstanding throughout each period)
| Six months ended
February 29, 2024
(unaudited) | |
| | | | | |
Net asset value, beginning of period | | | | | | |
| | | | | | |
Net realized and unrealized gains (losses) on investments | | | | | | |
Total from investment operations | | | | | | |
Distributions to shareholders from | | | | | | |
| | | | | | |
| | | | | | |
Tax basis return of capital | | | | | | |
Total distributions to shareholders | | | | | | |
Anti-dilutive effect of shares repurchased | | | | | | |
Net asset value, end of period | | | | | | |
Market value, end of period | | | | | | |
Total return based on net asset value2 | | | | | | |
Total return based on market value2 | | | | | | |
Ratios to average net assets (annualized) | | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
Net assets, end of period (000s omitted) | | | | | | |
Borrowings outstanding, end of period (000s omitted) | | | | | | |
Asset coverage per $1,000 of borrowing, end of period | | | | | | |
| Ratios include interest expense relating to interest associated with borrowings and/or leverage transactions as follows: |
Six months ended February 29, 2024 (unaudited) | |
Year ended August 31, 2023 | |
Year ended August 31, 2022 | |
Year ended August 31, 2021 | |
Year ended August 31, 2020 | |
Year ended August 31, 2019 | |
| Calculated based upon average shares outstanding |
| Total returns based on net asset value are calculated based on the net asset value at the beginning of the period and at the end of the period. Total returns based on market value are calculated assuming a purchase of common stock on the first day and a sale on the last day of the period reported. Dividends and distributions, if any, are assumed for the purposes of these calculations to be reinvested at prices obtained under the Fund’s Automatic Dividend Reinvestment Plan. Total returns do not reflect brokerage commissions that a shareholder would pay on the purchase and sale of shares. |
The accompanying notes are an integral part of these financial statements.
28 | Allspring Utilities and High Income Fund
Notes to financial statements (unaudited)
Notes to financial statements
Allspring Utilities and High Income Fund (the “Fund”) was organized as a statutory trust under the laws of the state of Delaware on February 4, 2004. Originally classified as non-diversified, the Fund was reclassified as a diversified closed-end management investment company in September 2014. As an investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”), the Fund follows the accounting and reporting guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification Topic 946, Financial Services – Investment Companies.
2.
SIGNIFICANT ACCOUNTING POLICIES
The following significant accounting policies, which are consistently followed in the preparation of the financial statements of the Fund, are in conformity with U.S. generally accepted accounting principles which require management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of income and expenses during the reporting period. Actual results could differ from those estimates.
Securities valuation
All investments are valued each business day as of the close of regular trading on the New York Stock Exchange (generally 4 p.m. Eastern Time), although the Fund may deviate from this calculation time under unusual or unexpected circumstances.
Equity securities 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.
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.
Foreign currency translation
The accounting records of the Fund are maintained in U.S. dollars. The values of other assets and liabilities denominated in foreign currencies are translated into U.S. dollars at rates provided by an independent foreign currency pricing source at a time each business day specified by the 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.
When-issued transactions
The Fund may purchase securities on a forward commitment or when-issued basis. The Fund records a when-issued transaction on the trade date and will segregate assets in an amount at least equal in value to the Fund’s commitment to purchase when-issued securities. Securities purchased on a when-issued basis are marked-to-market daily and the Fund 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.
Loans
The Fund 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 Fund purchases participations, it generally has no rights to enforce compliance with the terms of the loan agreement with the borrower. As a result, the Fund assumes the credit risk of both the borrower and the lender that is selling the participation. When the Fund 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
Allspring Utilities and High Income Fund | 29
Notes to financial statements (unaudited)
contractual obligations for future funding. Unfunded loan commitments represent the remaining obligation of the Fund 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 Statement of Assets and Liabilities.
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 to shareholders
Under a managed distribution plan, the Fund pays monthly distributions to shareholders at an annual minimum fixed rate of 7% based on the Fund’s average monthly net asset value per share over the prior 12 months. The monthly distributions may be sourced from income, paid-in capital, and/or capital gains, if any. To the extent that sufficient investment income is not available on a monthly basis, the Fund may distribute paid-in capital and/or capital gains, if any, in order to maintain its managed distribution level.
Distributions to shareholders from net investment income and net realized gains, if any, are recorded on the ex-dividend date. Such distributions are determined in accordance with income tax regulations and may differ from U.S. generally accepted accounting principles. Dividend sources are estimated at the time of declaration. The tax character of distributions is determined as of the Fund’s fiscal year end. Therefore, a portion of the Fund’s distributions made prior to the Fund’s fiscal year end may be categorized as a tax return of capital at year end.
Federal and other taxes
The Fund intends to continue to qualify as a regulated investment company by distributing substantially all of its investment company taxable income and any net realized capital gains (after reduction for capital loss carryforwards) sufficient to relieve it from all, or substantially all, federal income taxes. Accordingly, no provision for federal income taxes was required.
The Fund’s income and federal excise tax returns and all financial records supporting those returns for the prior three fiscal years are subject to examination by the federal and Delaware revenue authorities. Management has analyzed the Fund’s tax positions taken on federal, state, and foreign tax returns, 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 February 29, 2024, the aggregate cost of all investments for federal income tax purposes was $121,472,270 and the unrealized gains (losses) consisted of:
As of August 31, 2023, the Fund had capital loss carryforwards which consisted of $581,818 in short-term capital losses and $2,015,846 in long-term capital losses.
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.
30 | Allspring Utilities and High Income 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 February 29, 2024:
| | Other significant
observable inputs
(Level 2) | Significant
unobservable inputs
(Level 3) | |
| | | | |
| | | | |
| | | | |
| | | | |
| | | | |
| | | | |
Corporate bonds and notes | | | | |
| | | | |
Yankee corporate bonds and notes | | | | |
| | | | |
| | | | |
| | | | |
Additional sector, industry or geographic detail, if any, is included in the Portfolio of Investments.
At February 29, 2024, the Fund had no material transfers into/out of Level 3.
4.
TRANSACTIONS WITH AFFILIATES
Advisory fee
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 adviser to the Fund and is entitled to receive a fee at an annual rate of 0.50% of the Fund’s average daily total assets. Total assets consist of the net assets of the Fund plus borrowings or other leverage for investment purposes to the extent excluded in calculating net assets.
Allspring Funds Management has retained the services of a subadviser to provide daily portfolio management to the Fund. The fee for subadvisory services is borne by Allspring Funds Management. Allspring Global Investments, LLC, an affiliate of Allspring Funds Management and a wholly owned subsidiary of Allspring Global Investments Holdings, LLC, is the subadviser to the Fund and is entitled to receive a fee from Allspring Funds Management at an annual rate of 0.40% of the Fund’s average daily total assets.
Administration fee
Allspring Funds Management also serves as the administrator to the Fund, providing the Fund with a wide range of administrative services necessary to the operation of the Fund. Allspring Funds Management is entitled to receive an annual administration fee from the Fund equal to 0.05% of the Fund’s average daily total assets.
Interfund transactions
The Fund may purchase or sell portfolio investment securities to certain affiliates pursuant to Rule 17a-7 under the 1940 Act and under procedures adopted by the Board of Trustees. The procedures have been designed to ensure that these interfund transactions, which do not incur broker commissions, are effected at current market prices. Pursuant to these procedures, the Fund did not have any interfund transactions during the six months ended February 29, 2024.
5.
CAPITAL SHARE TRANSACTIONS
The Fund has authorized an unlimited number of shares with no par value. For the six months ended February 29, 2024 and year ended August 31, 2023, the Fund did not issue any shares.
Under an open-market share repurchase program (the “Buyback Program”), the Fund is authorized to repurchase up to 5% of its outstanding shares in open market transactions. The Fund’s Board of Trustees has delegated to Allspring Funds Management full discretion to administer the Buyback Program including the determination of the amount and timing of repurchases in accordance with the best interests of the Fund and subject to applicable legal limitations. During the six months ended February 29, 2024, the Fund repurchased 102,479 of its shares on the open market at a total cost of $911,446 (weighted average price per share of $8.87). The weighted average discount of these repurchased shares was 13.62%. During the year ended August 31, 2023, the Fund did not repurchase any of its shares under the open-market share repurchase program.
Allspring Utilities and High Income Fund | 31
Notes to financial statements (unaudited)
The Fund has borrowed $30,000,000 through a revolving line of credit administered by a major financial institution (the “Facility”). The Facility has a commitment amount of up to $30,000,000. The Fund is charged interest at the 1 Month Secured Overnight Financing Rate (SOFR) plus a spread and a commitment fee based on the unutilized amount of the commitment amount. The financial institution holds a security interest in all the assets of the Fund as collateral for the borrowing. Based on the nature of the terms of the Facility and comparative market rates, the carrying amount of the borrowings at February 29, 2024 approximates its fair value. If measured at fair value, the borrowings would be categorized as a Level 2 under the fair value hierarchy.
During the six months ended February 29, 2024, the Fund had average borrowings outstanding of $30,000,000 (on an annualized basis) at an average interest rate of 6.19% and recorded interest in the amount of $922,943, which represents 1.95% of its average daily net assets (on an annualized basis).
7.
INVESTMENT PORTFOLIO TRANSACTIONS
Purchases and sales of investments, excluding U.S. government obligations (if any) and short-term securities, for the six months ended February 29, 2024 were $13,741,601 and $15,487,488, respectively.
As of the end of the period, the Fund invested a concentration of its portfolio in the utilities 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 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.
10.SUBSEQUENT DISTRIBUTIONS
Under the managed distribution plan, the Fund declared the following distributions to common shareholders:
These distributions are not reflected in the accompanying financial statements.
32 | Allspring Utilities and High Income Fund
Other information (unaudited)
Other information
Proxy voting information
A description of the policies and procedures used to determine how to vote proxies relating to portfolio securities is available without charge, upon request, by calling 1-866-259-3305, 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.
Delaware statutory trust act – control share acquisitions
Because the Fund is organized as a Delaware statutory trust, it is subject to the control share acquisition statute (the “Control Share Statute”) contained in Subchapter III of the Delaware Statutory Trust Act (the “DSTA”), which became automatically applicable to listed closed-end funds, such as the Fund, upon its effective date of August 1, 2022 (the “Effective Date”).
The Control Share Statute provides for a series of voting power thresholds above which shares are considered control shares. The first such threshold is 10% or more, but less than 15%, of all voting power. Voting power is defined by the Control Share Statute as the power to directly or indirectly exercise or direct the exercise of the voting power of Fund shares in the election of trustees. Whether a voting power threshold is met is determined by aggregating the holdings of the acquirer as well as those of its “associates,” as defined by the Control Share Statute.
Once a threshold is reached, an acquirer has no voting rights under the DSTA or the governing documents of the Fund with respect to shares acquired in excess of that threshold (i.e., the “control shares”) unless approved by shareholders or exempted by the Fund’s Board of Trustees. Approval by shareholders requires the affirmative vote of two-thirds of all votes entitled to be cast on the matter, excluding shares held by the acquirer and its associates as well as shares held by certain insiders of the Fund. The Control Share Statute provides procedures for an acquirer to request a shareholder meeting for the purpose of considering whether voting rights shall be accorded to control shares. Further approval by the Fund’s shareholders would be required with respect to additional acquisitions of control shares above the next applicable threshold level. In addition, the Fund’s Board of Trustees is permitted, but not obligated to, exempt specific acquisitions or classes of acquisitions of control shares, either in advance or retroactively.
The Control Share Statute does not retroactively apply to acquisitions of shares that occurred prior to the Effective Date. However, such shares will be aggregated with any shares acquired after the Effective Date for purposes of determining whether a voting power threshold is exceeded, resulting in the newly acquired shares constituting control shares.
The Control Share Statute requires shareholders to disclose to the Fund any control share acquisition within 10 days of such acquisition and, upon request, to provide any information that the Fund’s Board of Trustees reasonably believes is necessary or desirable to determine whether a control share acquisition has occurred.
The foregoing is only a summary of certain aspects of the Control Share Statute. Shareholders should consult their own legal counsel to determine the application of the Control Share Statute with respect to their shares of the Fund and any subsequent acquisitions of shares.
Allspring Utilities and High Income Fund | 33
Other information (unaudited)
Board of trustees and officers
The following table provides basic information about the Board of Trustees (the “Trustees”) and Officers of the Fund. Each of the Trustees and Officers listed below acts in identical capacities for each fund in the Allspring family of funds, which consists of 100 mutual funds comprising the Allspring Funds Trust, Allspring Variable Trust, Allspring Master Trust, and four closed-end funds, including the Fund (collectively the “Fund Complex”). The mailing address of each Trustee and Officer is 1415 Vantage Park Drive, 3rd Floor, Charlotte, NC 28203. The Board of Trustees is classified into three classes of which one is elected annually. Each Trustee serves a three-year term concurrent with the class from which the Trustee is elected. Each Officer serves an indefinite term.
Independent Trustees
| | Principal occupations during past five years or longer | Current other
public company or
investment
company
directorships |
Class I - Non-Interested Trustees to serve until 2026 Annual Meeting of Shareholders |
Isaiah Harris, Jr.
(Born 1952) | Trustee,
since 2010;
Audit Committee Chair,
since 2019 | Retired. Member of the Advisory Board of CEF of East Central Florida. Chairman of the Board of CIGNA Corporation from 2009 to 2021, and Director from 2005 to 2008. From 2003 to 2011, Director of Deluxe Corporation. Prior thereto, President and CEO of BellSouth Advertising and Publishing Corp. from 2005 to 2007, President and CEO of BellSouth Enterprises from 2004 to 2005 and President of BellSouth Consumer Services from 2000 to 2003. Emeritus member of the Iowa State University Foundation Board of Governors. Emeritus Member of the Advisory board of Iowa State University School of Business. Advisory Board Member, Palm Harbor Academy (private school). Advisory Board Member, Fellowship of Christian Athletes. Mr. Harris is a certified public accountant (inactive status). | |
David F. Larcker
(Born 1950) | | Distinguished Visiting Fellow at the Hoover Institution since 2022. James Irvin Miller Professor of Accounting at the Graduate School of Business (Emeritus), Stanford University, Director of the Corporate Governance Research Initiative and Senior Faculty of The Rock Center for Corporate Governance since 2006. From 2005 to 2008, Professor of Accounting at the Graduate School of Business, Stanford University. Prior thereto, Ernst & Young Professor of Accounting at The Wharton School, University of Pennsylvania from 1985 to 2005. | |
Olivia S. Mitchell
(Born 1953) | Trustee,
since 2010;
Nominating and Governance Committee Chair,
since 2018 | International Foundation of Employee Benefit Plans Professor since 1993, Wharton School of the University of Pennsylvania. Director of Wharton’s Pension Research Council and Boettner Center on Pensions & Retirement Research, and Research Associate at the National Bureau of Economic Research. Previously taught at Cornell University from 1978 to 1993. | |
Class II - Non-Interested Trustees to serve until 2024 Annual Meeting of Shareholders |
William R. Ebsworth
(Born 1957) | | Retired. From 1984 to 2013, equities analyst, portfolio manager, research director and chief investment officer at Fidelity Management and Research Company in Boston, Tokyo, and Hong Kong, and retired in 2013 as Chief Investment Officer of Fidelity Strategic Advisers, Inc. where he led a team of investment professionals managing client assets. Prior thereto, Board member of Hong Kong Securities Clearing Co., Hong Kong Options Clearing Corp., the Thailand International Fund, Ltd., Fidelity Investments Life Insurance Company, and Empire Fidelity Investments Life Insurance Company. Serves on the Investment Company Institute’s Board of Governors since 2022 and Executive Committee since 2023 as well as the Vice Chairman of the Governing Council of the Independent Directors Council since 2023. Audit Committee Chair and Investment Committee Chair of the Vincent Memorial Hospital Foundation (non-profit organization). Mr. Ebsworth is a CFA charterholder. | |
Jane A. Freeman
(Born 1953) | Trustee,
since 2015;
Chair Liaison,
| Retired. From 2012 to 2014 and 1999 to 2008, Chief Financial Officer of Scientific Learning Corporation. From 2008 to 2012, Ms. Freeman provided consulting services related to strategic business projects. Prior to 1999, Portfolio Manager at Rockefeller & Co. and Scudder, Stevens & Clark. Board member of the Harding Loevner Funds from 1996 to 2014, serving as both Lead Independent Director and chair of the Audit Committee. Board member of the Russell Exchange Traded Funds Trust from 2011 to 2012 and the chair of the Audit Committee. Ms. Freeman is also an inactive Chartered Financial Analyst. | |
* Length of service dates reflect the Trustee’s commencement of service with the Trust’s predecessor entities, where applicable.
# Ms. Freeman will serve as Chair Liaison through June 2024, at which time Ms. Wheelock will assume the role.
34 | Allspring Utilities and High Income Fund
Other information (unaudited)
| Position held and length of service* | Principal occupations during past five years or longer | Current other public company or investment company directorships |
Class III - Non-Interested Trustees to serve until 2025 Annual Meeting of Shareholders |
Timothy J. Penny
(Born 1951) | Trustee,
since 2010;
Chair,
since 2018 | President and Chief Executive Officer of Southern Minnesota Initiative Foundation, a non-profit organization, since 2007. Vice Chair of the Economic Club of Minnesota, since 2007. Co-Chair of the Committee for a Responsible Federal Budget, since 1995. Member of the Board of Trustees of NorthStar Education Finance, Inc., a non-profit organization, from 2007-2022. Senior Fellow of the University of Minnesota Humphrey Institute from 1995 to 2017. | |
James G. Polisson
(Born 1959) | | Retired. Chief Marketing Officer, Source (ETF) UK Services, Ltd, from 2015 to 2017. From 2012 to 2015, Principal of The Polisson Group, LLC, a management consulting, corporate advisory and principal investing company. Chief Executive Officer and Managing Director at Russell Investments, Global Exchange Traded Funds from 2010 to 2012. Managing Director of Barclays Global Investors from 1998 to 2010 and Global Chief Marketing Officer for iShares and Barclays Global Investors from 2000 to 2010. Trustee of the San Francisco Mechanics’ Institute, a non- profit organization, from 2013 to 2015. Board member of the Russell Exchange Traded Fund Trust from 2011 to 2012. Director of Barclays Global Investors Holdings Deutschland GmbH from 2006 to 2009. Mr. Polisson is an attorney and has a retired status with the Massachusetts and District of Columbia Bar Associations. | |
Pamela Wheelock
(Born 1959) | Trustee,
since January 2020;
previously Trustee from
January 2018 to
| Retired. Executive and Senior Financial leadership positions in the public, private and nonprofit sectors. Interim President and CEO, McKnight Foundation, 2020. Interim Commissioner, Minnesota Department of Human Services, 2019. Chief Operating Officer, Twin Cities Habitat for Humanity, 2017-2019. Vice President for University Services, University of Minnesota, 2012- 2016. Interim President and CEO, Blue Cross and Blue Shield of Minnesota, 2011-2012. Executive Vice-President and Chief Financial Officer, Minnesota Wild, 2002-2008. Commissioner, Minnesota Department of Finance, 1999-2002. Chair of the Board of Directors of Destination Medical Center Corporation. Board member of the Minnesota Wild Foundation. | |
* Length of service dates reflect the Trustee’s commencement of service with the Trust’s predecessor entities, where applicable.
# Ms. Freeman will serve as Chair Liaison through June 2024, at which time Ms. Wheelock will assume the role.
Allspring Utilities and High Income Fund | 35
Other information (unaudited)
Officers1
| Position held and
length of service | Principal occupations during past five years or longer |
| | President and Chief Executive Officer of Allspring Funds Management, LLC since 2017 and Head of Global Fund Governance of Allspring Global Investments since 2022. Prior thereto, co-president of Galliard Capital Management, LLC, an affiliate of Allspring Funds Management, LLC, from 2019 to 2022 and Head of Affiliated Managers, Allspring Global Investments, from 2014 to 2019 and Executive Vice President responsible for marketing, investments and product development for Allspring Funds Management, LLC, from 2009 to 2014. |
Jeremy DePalma
(Born 1974) | Treasurer,
since 2012
(for certain funds in
the Fund Complex);
since 2021 (for
the remaining funds in the Complex) | Senior Vice President of Allspring Funds Management, LLC since 2009. Senior Vice President of Evergreen Investment Management Company, LLC from 2008 to 2010 and head of the Fund Reporting and Control Team within Fund Administration from 2005 to 2010. |
Christopher Baker
(Born 1976) | Chief Compliance Officer,
since 2022 | Global Chief Compliance Officer for Allspring Global Investments since 2022. Prior thereto, Chief Compliance Officer for State Street Global Advisors from 2018 to 2021. Senior Compliance Officer for the State Street divisions of Alternative Investment Solutions, Sector Solutions, and Global Marketing from 2015 to 2018. From 2010 to 2015 Vice President, Global Head of Investment and Marketing Compliance for State Street Global Advisors. |
Matthew Prasse
(Born 1983) | Chief Legal Officer,
since 2022;
Secretary,
since 2021 | Senior Counsel of the Allspring Legal Department since 2021. Senior Counsel of the Wells Fargo Legal Department from 2018 to 2021. Previously, Counsel for Barings LLC from 2015 to 2018. Prior to joining Barings, Associate at Morgan, Lewis & Bockius LLP from 2008 to 2015. |
1 For those Officers with tenures at Allspring Global Investments and/or Allspring Funds Management, LLC that began prior to 2021, such tenures include years of service during which these businesses/entities were known as Wells Fargo Asset Management and Wells Fargo Funds Management, LLC, respectively.
36 | Allspring Utilities and High Income Fund
Automatic dividend reinvestment plan
Automatic dividend reinvestment plan
All common shareholders are eligible to participate in the Automatic Dividend Reinvestment Plan (“the Plan”). Pursuant to the Plan, unless a common shareholder is ineligible or elects otherwise, all cash dividends and capital gains distributions are automatically reinvested by Computershare Trust Company, N.A., as agent for shareholders in administering the Plan (“Plan Agent”), in additional common shares of the Fund. Whenever the Fund declares an ordinary income dividend or a capital gain dividend (collectively referred to as “dividends”) payable either in shares or in cash, nonparticipants in the Plan will receive cash, and participants in the Plan will receive the equivalent in common shares. The shares are acquired by the Plan Agent for the participant’s account, depending upon the circumstances described below, either (i) through receipt of additional unissued but authorized common shares from the Fund (“newly issued common shares”) or (ii) by purchase of outstanding common shares on the open-market (open-market purchases) on the NYSE Amex or elsewhere. If, on the payment date for any dividend or distribution, the net asset value per share of the common shares is equal to or less than the market price per common share plus estimated brokerage commissions (“market premium”), the Plan Agent will invest the amount of such dividend or distribution in newly issued shares on behalf of the participant. The number of newly issued common shares to be credited to the participant’s account will be determined by dividing the dollar amount of the dividend by the net asset value per share on the date the shares are issued, provided that the maximum discount from the then current market price per share on the date of issuance may not exceed 5%. If on the dividend payment date the net asset value per share is greater than the market value (“market discount”), the Plan Agent will invest the dividend amount in shares acquired on behalf of the participant in open-market purchases. There will be no brokerage charges with respect to shares issued directly by the Fund as a result of dividends or capital gains distributions payable either in shares or in cash. However, each participant will pay a pro rata share of brokerage commissions incurred with respect to the Plan Agent’s open-market purchases in connection with the reinvestment of dividends. The automatic reinvestment of dividends and distributions will not relieve participants of any federal, state or local income tax that may be payable (or required to be withheld) on such dividends. All correspondence concerning the Plan should be directed to the Plan Agent at P.O. Box 505000, Louisville, Kentucky 40233 or by calling 1-800-730-6001.
Allspring Utilities and High Income Fund | 37
Transfer Agent, Registrar, Shareholder Servicing
Agent & Dividend Disbursing Agent
Computershare Trust Company, N.A.
P.O. Box 505000
Louisville, Kentucky 40233
1-800-730-6001
Website: allspringglobal.com
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.
ALL-03052024-zltg9y7t 04-24
SARERH 02-24
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 Portfolio of Investments for Allspring Utilities and High Income Fund is included as part of the report to shareholders filed under Item 1 of this Form.
ITEM 7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES
Not applicable.
ITEM 8. PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES
Not applicable.
ITEM 9. PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT COMPANY AND AFFILIATED PURCHASERS
| | | | | | | | | | | | | | | | |
Period | | (a)
Total Number
of Shares
Purchased | | | (b)
Average Price
Paid per Share | | | (c)
Total Number of
Shares Purchased
as Part of Publicly
Announced Plans
or Programs | | | (d)
Maximum Number
of Shares that May
Yet Be Purchased
Under the Plans or
Programs | |
9/1/2023 to 9/30/2023 | | | 0 | | | | 0.00 | | | | 0 | | | | 464,613 | |
10/1/2023 to 10/31/23 | | | 19,878 | | | | 8.35 | | | | 19,878 | | | | 444,735 | |
11/1/2023 to 11/30/2023 | | | 14,534 | | | | 8.87 | | | | 14,534 | | | | 430,201 | |
12/1/2023 to 12/31/2023 | | | 23,060 | | | | 9.23 | | | | 23,060 | | | | 407,141 | |
1/1/2024 to 1/31/2024 | | | 21,805 | | | | 8.98 | | | | 21,805 | | | | 461,740 | |
2/1/2024 to 2/29/2024 | | | 23,202 | | | | 8.90 | | | | 23,202 | | | | 438,538 | |
Total | | | 102,479 | | | | 8.87 | | | | 102,479 | | | | 359,261 | |
On November 15, 2023, the Fund announced a renewal of its open-market share repurchase program (the “Buyback Program”). Under the renewed Buyback Program, the Fund may repurchase up to 5% of its outstanding shares in open market transactions during the period beginning on January 1, 2024 and
ending on December 31, 2024. The Fund’s Board of Trustees has delegated to Allspring Funds Management, LLC, the Fund’s adviser, discretion to administer the Buyback Program, including the determination of the amount and timing of repurchases in accordance with the best interests of the Fund and subject to applicable legal limitations.
ITEM 10. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
There have been no material changes to the procedures by which shareholders may recommend nominees to the registrant’s Board of Trustees that have been implemented since the registrant’s last provided disclosure in response to the requirements of this Item.
ITEM 11. CONTROLS AND PROCEDURES
(a) The President and Treasurer have concluded that the Allspring Utilities and High Income Fund disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) provide reasonable assurances that material information relating to the registrant is made known to them by the appropriate persons, based on their evaluation of these controls and procedures as of a date within 90 days of the filing of this report.
(b) There were no significant changes in the registrant’s internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) that occurred during the period covered by this report that materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.
ITEM 12. DISCLOSURES OF SECURITIES LENDING ACTIVITES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES
Not applicable.
ITEM 13. EXHIBITS
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| | |
| Allspring Utilities and High Income Fund |
| |
| By: | | /s/ Andrew Owen |
| | Andrew Owen |
| | President |
| |
| Date: | | April 25, 2024 |
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the date indicated.
| | |
| Allspring Utilities and High Income Fund |
| |
| By: | | /s/ Andrew Owen |
| | Andrew Owen |
| | President |
| |
| Date: | | April 25, 2024 |
| | |
| By: | | /s/ Jeremy DePalma |
| | Jeremy DePalma |
| | Treasurer |
|
| Date: April 25, 2024 |
