SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A)
OF THE SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
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Preliminary Proxy Statement |
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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Definitive Proxy Statement |
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Definitive Additional Materials |
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Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12 |
Allspring Multi-Sector Income Fund
(Name of Registrant as Specified in Its Charter)
Payment of filing fee (check the appropriate box):
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No fee required.
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(a) Title of each class of securities to which transaction applies: |
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(b) Aggregate number of securities to which transaction applies: |
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(c) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): |
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(d) Proposed maximum aggregate value of transaction: |
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(e) Total fee paid: |
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Fee paid previously with preliminary material |
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
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(a) Amount Previously Paid: ______________ |
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(b) Form, Schedule or Registration Statement No.: ____ |
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(c) Filing Party: ______________________ |
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(d) Date Filed: _______________________ |
ALLSPRING MULTI-SECTOR INCOME FUND
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
525 Market Street, 12th Floor, San Francisco, California 94105
TO THE SHAREHOLDERS OF
Notice is hereby given that the Annual Meeting of Shareholders (the “Meeting”) of
the
Allspring Multi-Sector Income Fund (the “Fund”) will be held on
February 7,
2022 at
10:30 a.m. Pacific time, at the principal office of the Fund, 525 Market Street,
12th Floor, San Francisco, California 94105, for the following purposes:
Shareholders of record at the close of business on
December 3, 2021 will be entitled
to vote at the Meeting to the extent described in the accompanying proxy statement.
It is hoped that you will attend the Meeting, but if you cannot do so, please complete
and sign the enclosed proxy card and return it in the accompanying envelope as
promptly as possible or vote by telephone or Internet. Any shareholder attending the
Meeting can vote in person even though a proxy may have already been designated
by the shareholder.
Instructions for the proper execution of the proxy card, as
well as instructions on how to vote by telephone and Internet, are set forth at
the end of the proxy statement.
THE BOARD OF TRUSTEES OF THE FUND UNANIMOUSLY RECOMMENDS THAT YOU
VOTE FOR THE ELECTION OF EACH NOMINEE AS A TRUSTEE.
By Order of the Board of Trustees,
R. Matthew Prasse
December 31, 2021
ALLSPRING MULTI-SECTOR INCOME FUND
This proxy statement is furnished in connection with the solicitation of proxies by and
on behalf of the Board of Trustees (the “Board”) of the
Allspring Multi-Sector Income
Fund (the “Fund”) for the Annual Meeting of Shareholders (the “Meeting”) to be held
at 525 Market Street, 12th Floor, San Francisco, California 94105, on
February 7,
2022 at
10:30 a.m. Pacific time. If you wish to participate in the Meeting, you may
submit the proxy card included with this proxy statement by mail, vote by telephone
or Internet, or attend the Meeting in person. (See “Instructions for Executing Proxy
Card” at the end of this proxy statement for voting instructions.) If you wish to attend
the Meeting in person, please call the Fund’s proxy solicitor, Computershare Fund
Services, at
866-209-5784 for instructions.
Special Note Regarding the Meeting
This proxy statement, the accompanying Notice of Annual Meeting of Shareholders,
the proxy card and the Annual Report for the Fund for the fiscal year ended
October
31, 2021 will be first sent to shareholders on or about
December 31, 2021.
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR
THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON
FEBRUARY 7, 2022.
You may obtain a copy of this proxy statement, the accompanying Notice of
Annual Meeting of Shareholders, the proxy card and the Annual Report for the
Fund for the period ended
October 31, 2021 without charge by visiting the
website indicated on your proxy card.
PROXY SOLICITATION
The Board intends to bring before the Meeting the matter set forth in the
accompanying notice. Holders of common shares (“Shares”) of the
Fund (“Shareholders”) are being asked to vote for the re-election of Messrs. Timothy
Penny and James Polisson and Ms. Pamela Wheelock as Trustees. You can vote by
returning your properly executed proxy card in the envelope provided or you may
vote by telephone or Internet by following the instructions at the end of this proxy
statement. When you complete and sign your proxy card, the proxies named will vote
on your behalf at the Meeting (or any adjournments thereof) exactly as you have
indicated. If you return a signed proxy card but no choice is specified, your Shares will
be voted FOR the election of each of the nominees named in the enclosed proxy card.
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Allspring Multi-Sector Income Fund Proxy Statement
If any other matters are properly presented at the Meeting for action, the persons
named as proxies will vote in accordance with the views of management of the Fund.
Shareholders, including a broker who may hold Shares on your behalf, may revoke a
proxy prior to the Meeting by giving timely written notice of such revocation to the
Fund at the address above, by submitting a subsequent proxy timely and in
accordance with the methods prescribed by this proxy statement, or by attending the
Meeting and voting in person.
The Fund’s Third Amended and Restated Agreement and Declaration of Trust (the
“Declaration”) provides that the holders of thirty-three and a third percent (33 1/3%)
of the Shares issued and outstanding, present in person or by proxy, shall constitute a
quorum for the transaction of business at the Meeting. With regard to the election of
Trustees, votes may be cast FOR all nominees or votes may be WITHHELD either with
respect to all of the nominees or any individual nominee. Abstentions, broker
non-votes (i.e., Shares held by brokers or nominee entities as to which (i) instructions
have not been received from the beneficial owners or other persons entitled to vote
and (ii) the broker or nominee entity does not have discretionary voting power on a
particular matter), and votes that are withheld will count for purposes of determining
whether a quorum is present but will have no effect with respect to the election of
Trustees.
A plurality vote of the shares represented in person or by proxy at the Meeting and
entitled to vote is required for the election of Trustees.
In the event a quorum is not present at the Meeting or a quorum is present but
sufficient votes to approve a proposal are not received, the persons named as proxies
may propose one or more adjournments of the Meeting to permit further solicitation
of proxies as to a proposal. The persons named as proxies will vote in favor of an
adjournment those votes that may be voted in favor of the proposal. The persons
named as proxies will vote against any such adjournment those votes marked as
withheld. The Meeting, whether or not a quorum is present, may be adjourned from
time to time by the vote of a majority of the Shares represented at the Meeting, either
in person or by proxy; or by the chair of the Meeting, in his or her discretion.
Abstentions and broker non-votes will not be voted on a motion to adjourn.
Any proposal for which sufficient favorable votes have been received by the time of
the Meeting may be acted upon and considered final regardless of whether the
Meeting is adjourned to permit additional solicitation with respect to any other
proposal. In certain circumstances in which the Fund has received sufficient votes to
approve a matter being recommended for approval by the Board, the Fund may
request that brokers and nominee entities, in their discretion, withhold or withdraw
submission of broker non-votes in order to avoid the need for solicitation of
additional votes in favor of the proposal.
The Fund will bear the costs typically associated with the election of Trustees.
Solicitation may be undertaken by mail, telephone, facsimile and personal contact.
The Fund has engaged Computershare Fund Services to solicit proxies from brokers,
Allspring Multi-Sector Income Fund Proxy Statement
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banks, other institutional holders and individual Shareholders for a fee of
approximately $
3,396. This fee will be borne by the Fund.
Voting Securities and Principal Holders Thereof
Shareholders of record at the close of business on
December 3, 2021 are entitled to
vote at the Meeting or any adjournment thereof to the extent set forth in this proxy
statement. As of
December 3, 2021 the Fund had outstanding
28,092,072 Shares. Each
Share is entitled to one vote for each dollar, and a fractional vote for each fraction of a
dollar as to any matter on which the Share is entitled to vote.
Listed below are entities that have made filings with the Securities and Exchange
Commission (“SEC”) disclosing beneficial ownership of 5% or more of the outstanding
Shares of the Fund as of
December 3, 2021. The filings are available at the SEC’s
website (
www.sec.gov
).
Class
Shareholder Name and Address
Number of Shares
Owned
Percentage
Owned
Common
First Trust Portfolios L.P.
2,237,291
7.97%
1
As of
December 3, 2021, the officers and Trustees of the Fund as a group beneficially
owned in the aggregate less than 1% of the Shares of the Fund and, together with
their immediate family members, less than 1% of the outstanding securities of
Allspring Global Investments Holdings, LLC, the parent company of Allspring Funds
Management, LLC (“Allspring Funds Management”), the Fund’s investment adviser.
Additionally, the officers and Trustees of the Fund as a group beneficially owned in the
aggregate less than 1% of the outstanding securities of the Fund’s sub-advisers,
Allspring Global Investments, LLC (“Allspring Investments”) and Allspring Global
Investments (UK), Limited (“Allspring UK”).
I. ELECTION OF TRUSTEES (PROPOSAL 1)
The Board has nominated
three persons for election to the Fund’s Board. Each of these
nominees currently serves on the Fund’s Board and is thus sometimes referred to as a
“nominee Trustee”. In accordance with the Declaration, the Trustees have been divided
into three classes (each a “Class”): Class I, Class II and Class III. The Trustees in each
Class serve until the annual meeting for the year indicated: Class I, 2023; Class II, 2024;
and Class III, 2025; or, if later, until their respective successors are elected and
qualified. At each subsequent annual meeting, the persons elected to the Class of
Trustees whose terms are expiring will generally be nominated for a three-year term.
Staggered terms are adopted by many closed-end fund boards and can have the
effect of promoting greater stability and long-term perspective. Staggered terms also
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Allspring Multi-Sector Income Fund Proxy Statement
have the effect of limiting the ability of other entities or persons to acquire control of
a board by delaying replacement of a majority of the board. If any nominee Trustee for
any reason becomes unable to serve or is unwilling to serve, the persons named as
proxies in the enclosed proxy card, in consultation with the Board, will vote for the
election of such other person or persons as they may consider qualified. Each of the
three nominee Trustees has agreed to continue to serve as a Trustee on the Board if
elected by Shareholders. The nominee Trustees for Class III are expected to serve the
full term until the 2025 annual meeting.
The Board of the Fund proposes the following nominee Trustees for election at the
Meeting:
Nominee Trustee
Class
Expiration of Term if
Elected
Timothy J. Penny
Class III
2025
1
James G. Polisson
Class III
2025
1
Pamela Wheelock
Class III
2025
1
You cannot vote by proxy for anyone other than the
three nominee Trustees currently
proposed to serve on the Board.
Trustee and Nominee Trustee Information
The following table contains specific information about each Trustee and nominee
Trustee, as of
October 31, 2021, including: name and year of birth, principal
occupation(s) during the past five years or longer, position held with the Fund, length
of time served, any other directorships held outside the Allspring Funds family of
funds (the “Fund Complex”) and number of portfolios in the Fund Complex overseen
by such Trustee and nominee Trustee. The address for each Trustee and nominee
Trustee is c/o
Allspring Multi-Sector Income Fund, 525 Market Street, 12th Floor, San
Francisco, California 94105. The Board has established a standing Nominating and
Governance Committee, a standing Audit Committee and a standing Valuation
Committee, each of which is made up of the Trustees listed in the table below.
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Name and
Year of
Birth
Position
Held
with
Fund/
Length
of Time
Served
Principal Occupation(s) During Past 5
Years
Number
of
Portfolios
in Fund
Complex
Overseen
by
Trustee
1
Other
Directorships
Held by
Trustee
During Past
5 Years
Class I - Non-Interested Trustees to serve until 2023 Annual Meeting of Shareholders
Isaiah
Harris, Jr.,
1952
Trustee,
since
2010;
Audit
Committee
Chair,
since
2019
Retired. Chairman of the Board of
CIGNA Corporation since 2009, and
Director since 2005. From 2003 to
2011, Director of Deluxe Corporation.
Prior thereto, President and CEO of
BellSouth Advertising and Publishing
Corp. from 2005 to 2007, President
and CEO of BellSouth Enterprises from
2004 to 2005 and President of
BellSouth Consumer Services from
2000 to 2003. Emeritus member of the
Iowa State University Foundation
Board of Governors. Emeritus Member
of the Advisory Board of Iowa State
University School of Business.
Advisory Board Member, Palm Harbor
Academy (private school). Mr. Harris is
a certified public accountant (inactive
status).
139
CIGNA
Corporation
David F.
Larcker,
1950
Trustee,
since
2010
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.
139
None
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Allspring Multi-Sector Income Fund Proxy Statement
Name and
Year of
Birth
Position
Held
with
Fund/
Length
of Time
Served
Principal Occupation(s) During Past 5
Years
Number
of
Portfolios
in Fund
Complex
Overseen
by
Trustee
1
Other
Directorships
Held by
Trustee
During Past
5 Years
Olivia S.
Mitchell,
1953
Trustee,
since
2010;
Nominating
and
Governance
Committee
Chair,
since
2018
International Foundation of Employee
Benefit Plans Professor, Wharton
School of the University of
Pennsylvania since 1993. Director of
Wharton’s Pension Research Council
and Boettner Center on Pensions &
Retirement Research, and Research
Associate at the National Bureau of
Economic Research. Previously,
Cornell University Professor from 1978
to 1993.
139
None
Class II - Non-Interested Trustees to serve until 2024 Annual Meeting of Shareholders
William R.
Ebsworth,
1957
Trustee,
since
2015
Retired. From 1984 to 2013, equities
analyst, portfolio manager, research
director and chief investment officer
at Fidelity Management and Research
Company in Boston, Tokyo, and Hong
Kong, and retired in 2013 as Chief
Investment Officer of Fidelity Strategic
Advisers, Inc. where he led a team of
investment professionals managing
client assets. Prior thereto, Board
member of Hong Kong Securities
Clearing Co., Hong Kong Options
Clearing Corp., the Thailand
International Fund, Ltd., Fidelity
Investments Life Insurance Company,
and Empire Fidelity Investments Life
Insurance Company. Audit Committee
Chair and Investment Committee
Chair of the Vincent Memorial Hospital
Endowment (non-profit organization).
Mr. Ebsworth is a CFA® charterholder.
139
None
Allspring Multi-Sector Income Fund Proxy Statement
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Name and
Year of
Birth
Position
Held
with
Fund/
Length
of Time
Served
Principal Occupation(s) During Past 5
Years
Number
of
Portfolios
in Fund
Complex
Overseen
by
Trustee
1
Other
Directorships
Held by
Trustee
During Past
5 Years
Jane A.
Freeman,
1953
Trustee,
since
2015;
Chair
Liaison,
since
2018
Retired. From 2012 to 2014 and 1999
to 2008, Chief Financial Officer of
Scientific Learning Corporation. From
2008 to 2012, Ms. Freeman provided
consulting services related to strategic
business projects. Prior to 1999,
Portfolio Manager at Rockefeller & Co.
and Scudder, Stevens & Clark. Board
member of the Harding Loevner
Funds from 1996 to 2014, serving as
both Lead Independent Director and
chair of the Audit Committee. Board
member of the Russell Exchange
Traded Funds Trust from 2011 to 2012
and the chair of the Audit Committee.
Ms. Freeman is also an inactive
Chartered Financial Analyst.
139
None
Judith M.
Johnson,
1949
2
Trustee,
since
2010
Retired. Prior thereto, Chief Executive
Officer and Chief Investment Officer of
Minneapolis Employees Retirement
Fund from 1996 to 2008. Ms. Johnson
is an attorney, certified public
accountant and a certified managerial
accountant.
139
None
Class III - Non-Interested Nominee Trustees to serve until 2025 Annual Meeting of
Shareholders
Timothy
J. Penny,
1951
Trustee,
since
2010;
Chair,
since
2018
President and Chief Executive Officer
of Southern Minnesota Initiative
Foundation, a non-profit organization,
since 2007. Member of the Board of
Trustees of NorthStar Education
Finance, Inc., a non-profit
organization, since 2007.
139
None
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Allspring Multi-Sector Income Fund Proxy Statement
Name and
Year of
Birth
Position
Held
with
Fund/
Length
of Time
Served
Principal Occupation(s) During Past 5
Years
Number
of
Portfolios
in Fund
Complex
Overseen
by
Trustee
1
Other
Directorships
Held by
Trustee
During Past
5 Years
James G.
Polisson,
1959
Trustee,
since
2018
Retired. Chief Marketing Officer,
Source (ETF) UK Services, Ltd, from
2015 to 2017. From 2012 to 2015,
Principal of The Polisson Group, LLC, a
management consulting, corporate
advisory and principal investing
company. Chief Executive Officer and
Managing Director at Russell
Investments, Global Exchange Traded
Funds from 2010 to 2012. Managing
Director of Barclays Global Investors
from 1998 to 2010 and Global Chief
Marketing Officer for iShares and
Barclays Global Investors from 2000 to
2010. Trustee of the San Francisco
Mechanics’ Institute, a non-profit
organization, from 2013 to 2015.
Board member of the Russell
Exchange Traded Fund Trust from
2011 to 2012. Director of Barclays
Global Investors Holdings
Deutschland GmbH from 2006 to
2009. Mr. Polisson is an attorney and
has a retired status with the
Massachusetts and District of
Columbia Bar Associations.
139
None
Allspring Multi-Sector Income Fund Proxy Statement
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Name and
Year of
Birth
Position
Held
with
Fund/
Length
of Time
Served
Principal Occupation(s) During Past 5
Years
Number
of
Portfolios
in Fund
Complex
Overseen
by
Trustee
1
Other
Directorships
Held by
Trustee
During Past
5 Years
Pamela
Wheelock,
Trustee,
since
January
2020;
previously
Trustee
from
January
2018 to
July
2019
Board member of the Destination
Medical Center Economic
Development Agency, Rochester,
Minnesota since 2019. Interim
President of the McKnight Foundation
from January to September 2020.
Acting Commissioner, Minnesota
Department of Human Services, July
2019 through September 2019.
Human Services Manager (part-time),
Minnesota Department of Human
Services, October 2019 through
December 2019. Chief Operating
Officer, Twin Cities Habitat for
Humanity from 2017 to 2019. Vice
President of University Services,
University of Minnesota from 2012 to
2016. Prior thereto, on the Board of
Directors, Governance Committee and
Finance Committee for the Minnesota
Philanthropy Partners (Saint Paul
Foundation) from 2012 to 2018,
Interim Chief Executive Officer of Blue
Cross Blue Shield of Minnesota from
2011 to 2012, Chairman of the Board
from 2009 to 2012 and Board Director
from 2003 to 2015. Vice President,
Leadership and Community
Engagement, Bush Foundation, Saint
Paul, Minnesota (a private foundation)
from 2009 to 2011. Executive Vice
President and Chief Financial Officer,
Minnesota Sports and Entertainment
from 2004 to 2009 and Senior Vice
President from 2002 to 2004.
Executive Vice President of the
Minnesota Wild Foundation from 2004
to 2008. Commissioner of Finance,
State of Minnesota, from 1999 to
2002. Currently Board Chair of the
Minnesota Wild Foundation since
2010.
139
None
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Allspring Multi-Sector Income Fund Proxy Statement
The following table contains specific information about the dollar range of equity
securities beneficially owned by each Trustee and nominee Trustee in the Fund and
the aggregate dollar range of equity securities in other funds in the Fund Complex
overseen by the Trustees.
Name of Trustee
Dollar Range of Equity Securities in the
Fund as of October 31, 2021
Aggregate Dollar
Range of Equity
Securities in the Fund
Complex as of
October 31, 2021
Non-Interested Nominee Trustees
Timothy J. Penny
$1-$10,000
Over $100,000
James G. Polisson
$10,001-$50,000
Over $100,000
Pamela Wheelock
$1-$10,000
Over $100,000
Non-Interested Trustees
William R. Ebsworth
$10,001-$50,000
Over $100,000
Jane A. Freeman
$1-$10,000
Over $100,000
Isaiah Harris, Jr.
$1-$10,000
Over $100,000
Judith M. Johnson
$1-$10,000
Over $100,000
David F. Larcker
$1-$10,000
Over $100,000
Olivia S. Mitchell
$1-$10,000
Over $100,000
The Board of Trustees and Its Leadership Structure
Overall responsibility for oversight of the Fund rests with the Board. The Board has
engaged Allspring Funds Management to manage the Fund on a day-to-day basis.
The Board is responsible for overseeing Allspring Funds Management and other
service providers in the operation of the Fund in accordance with the provisions of
the Investment Company Act of 1940 (the “1940 Act”), applicable provisions of
Delaware law, other applicable laws and the Declaration.
The Board is currently composed of nine members, each of whom is not an “interested
person” of the Fund, as defined in the 1940 Act (an “Independent Trustee”). The Board
currently conducts regular in-person meetings five times a year. In addition, the Board
may hold special in-person or telephonic meetings or informal conference calls to
discuss specific matters that may arise or require action between regular meetings.
The Independent Trustees have engaged independent legal counsel to assist them in
performing their oversight responsibilities. The Board has appointed an Independent
Trustee to serve in the role of Chairman. The Chairman’s role is to preside at all
meetings of the Board and to act as a liaison with respect to governance-related
matters with service providers, officers, attorneys, and other Trustees generally
between meetings. The Chairman may also perform such other functions as may be
delegated by the Board from time to time. Timothy Penny serves as Chairman of the
Board. In order to assist the Chairman in maintaining effective communications with
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the other Trustees and Allspring Funds Management, the Board has appointed a Chair
Liaison to work with the Chairman to coordinate Trustee communications and to help
coordinate timely responses to Trustee inquiries relating to board governance and
fiduciary matters. The Chair Liaison serves for a one-year term, which may be
extended with the approval of the Board. Ms. Freeman serves as Chair Liaison. Except
for any duties specified herein or pursuant to the Declaration, the designation of
Chairman or Chair Liaison does not impose on such Independent Trustee any duties,
obligations or liability that are greater than the duties, obligations or liability imposed
on such person as a member of the Board generally.
The Board also has established a Nominating and Governance Committee, an Audit
Committee and a Valuation Committee to assist the Board in the oversight and
direction of the business and affairs of the Fund and from time to time may establish
informal working groups to review and address the policies and practices of the Fund
with respect to certain specified matters. Additionally, the Board has established an
investment team to review in detail the performance of the Fund, to meet with
portfolio managers, and to report back to the full Board. The Board occasionally
engages independent consultants to assist it in evaluating initiatives or proposals. The
Board believes that the Board’s current leadership structure is appropriate because it
allows the Board to exercise informed and independent judgment over matters under
its purview, and it allocates areas of responsibility among committees of Trustees and
the full Board in a manner that enhances effective oversight. The leadership structure
of the Board may be changed, at any time and in the discretion of the Board,
including in response to changes in circumstances or the characteristics of the Fund.
As noted above, the Board has established a standing Nominating and Governance
Committee, a standing Audit Committee and a standing Valuation Committee to
assist the Board in the oversight and direction of the business and affairs of the Fund.
The Nominating and Governance Committee and Audit Committee operate pursuant
to charters approved by the Board. The Valuation Committee’s responsibilities are set
forth in Valuation Procedures approved by the Board. Each Independent Trustee is a
member of the Fund’s Nominating and Governance Committee, Audit Committee and
Valuation Committee.
Nominating and Governance Committee
. Except with respect to any trustee
nomination made by an eligible Shareholder or Shareholder group as permitted by
applicable law and applicable provisions of the Declaration and By-Laws of the Fund,
the Nominating and Governance Committee shall make all nominations for
membership on the Board. The Nominating and Governance Committee shall
evaluate each candidate’s qualifications for Board membership and his or her
independence from the Fund’s investment adviser and sub-adviser and, as it deems
appropriate, other principal service providers. Olivia Mitchell serves as the Chair of the
Nominating and Governance Committee.
The Nominating and Governance Committee has adopted procedures by which a
Shareholder may properly submit a nominee recommendation for the Nominating
and Governance Committee’s consideration, which are set forth in Appendix A to the
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Allspring Multi-Sector Income Fund Proxy Statement
Fund’s Nominating and Governance Committee Charter. The Shareholder must
submit any such recommendation (a “Shareholder Recommendation”) in writing to
the Fund, to the attention of the Fund’s Secretary, at the address of the principal
executive office of the Fund. The Nominating and Governance Committee has full
discretion to reject candidates recommended by Shareholders, and there is no
assurance that any such person properly recommended and considered by the
Nominating and Governance Committee will be nominated for election to the Board.
For more information relating to Shareholder recommendations, please see the
Fund’s Nominating and Governance Committee Charter attached as Exhibit A.
The Nominating and Governance Committee may from time-to-time propose
nominations of one or more individuals to serve as members of an “advisory board,” as
such term is defined in Section 2(a)(1) of the 1940 Act.
Valuation Committee
. The Board has delegated to the Valuation Committee the
authority to take any action regarding the valuation of portfolio securities that the
Valuation Committee deems necessary or appropriate, including determining the fair
value of securities between regularly scheduled Board meetings in instances where
that determination has not otherwise been delegated to the valuation team of
Allspring Funds Management (“Management Valuation Team”). The Board considers
for ratification at each quarterly meeting any valuation actions taken during the
previous quarter by the Valuation Committee or by the Management Valuation Team
other than pursuant to Board-approved methodologies. Any one member of the
Valuation Committee may constitute a quorum for a meeting of the committee.
Audit Committee
. The Audit Committee oversees the Fund’s accounting and financial
reporting policies, including their internal controls over financial reporting; oversees
the quality and objectivity of the Fund’s financial statements and the independent
audit thereof; and interacts with the Fund’s independent registered public accounting
firm on behalf of the full Board and with appropriate officers of the Fund. Isaiah Harris,
Jr. serves as the Chairman of the Audit Committee.
The Board and individual committees met the following number of times during the
most recently completed fiscal year:
Number of Meetings During Last Fiscal Year
Regular Meetings
6
Special Meetings
4
Nominating and Governance
Committee Meetings
3
Valuation Committee Meetings
0
Audit Committee Meetings
5
Each Trustee attended at least 75% of the aggregate of the total number of meetings
of the Board and committees on which he or she served.
Allspring Multi-Sector Income Fund Proxy Statement
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The Board of Trustees and Risk Oversight
The Fund is subject to a number of risks, including investment, compliance,
operational, and valuation risks, among others. Day-to-day risk management
functions are subsumed within the responsibilities of Allspring Funds Management,
the sub-advisers and other service providers (depending on the nature of the risk),
who carry out the Fund’s investment management and business affairs. Each of
Allspring Funds Management, the sub-advisers and other service providers have their
own, independent approach to risk management, and their policies and methods of
carrying out risk management functions will depend, in part, on their individual
priorities, resources and controls.
Risk oversight forms part of the Board’s general oversight of the Fund and is
addressed as part of various Board and Committee activities. The Board recognizes
that it is not possible to identify all of the risks that may affect the Fund or to develop
processes and controls to eliminate or mitigate their occurrence or effects and that it
is necessary for the Fund to bear certain risks (such as investment-related risks) to
pursue its goals. As part of its regular oversight of the Fund, the Board, directly or
through a Committee, interacts with and reviews reports from, among others,
Allspring Funds Management, sub-advisers, the Chief Compliance Officer of the Fund,
the Chief Risk Officer of Allspring Funds Management, the independent registered
public accounting firm for the Fund, and internal compliance auditors for Allspring
Funds Management or its affiliates, as appropriate, regarding risks faced by the Fund
and relevant risk functions. The Board, with the assistance of its investment teams,
also reviews investment policies and risks in connection with its review of the Fund’s
performance. The Board has appointed a Chief Compliance Officer who oversees the
implementation and testing of the Fund’s compliance program and regularly reports
to the Board regarding compliance matters for the Fund and its principal service
providers. Allspring Funds Management has appointed a Chief Risk Officer to enhance
the framework around the assessment, management, measurement and monitoring
of risk indicators and other risk matters concerning the Fund and develop periodic
reporting of risk management matters to the Board. In addition, as part of the Board’s
periodic review of the Fund’s advisory, sub-advisory and other service provider
agreements, the Board may consider risk management aspects of their operations
and the functions for which they are responsible. With respect to valuation, the Board
oversees a management valuation team comprised of officers and employees of
Allspring Funds Management, has approved and periodically reviews written
valuation policies and procedures applicable to valuing the Fund portfolio
investments, and has established a valuation committee of Trustees. The Board may,
at any time and in its discretion, change the manner in which it conducts its risk
oversight role.
Qualifications of Trustees and Nominee Trustees
The Declaration does not set forth any specific qualifications to serve as a Trustee. The
Charter and the Statement of Governance Principles of the Nominating and
Governance Committee also do not set forth any specific qualifications, but do set
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Allspring Multi-Sector Income Fund Proxy Statement
forth certain factors that the Nominating and Governance Committee may take into
account in considering Trustee candidates and a process for evaluating potential
conflicts of interest, which identifies certain disqualifying conflicts.
Among the attributes or skills common to all Trustees are their ability to review
critically, evaluate, question and discuss information provided to them, to interact
effectively with the other Trustees, Allspring Funds Management, the Fund’s
sub-adviser(s), other service providers, counsel and the independent registered public
accounting firm, and to exercise effective and independent business judgment in the
performance of their duties as Trustees. Each Trustee’s ability to perform his or her
duties effectively has been attained through the Trustee’s business, consulting, public
service, professional and/or academic positions and through experience from service
as a board member of the Fund and the other funds in the Fund Complex (and/or in
other capacities, including for any predecessor funds), other registered investment
companies, public companies, and/or non-profit entities or other organizations. Each
Trustee’s ability to perform his or her duties effectively also has been enhanced by his
or her educational background, professional training, and/or other life experiences.
The specific experience, qualifications, attributes and/or skills that led to the
conclusion that a Trustee should serve as a Trustee of the Fund are as set forth below.
William R. Ebsworth
. Mr. Ebsworth has served as a Trustee of the Trusts in the Fund
Complex since January 1, 2015. He also served as a trustee of Asset Allocation Trust
from 2015 to 2018. From 1984 to 2013, he held positions as an equities analyst,
portfolio manager, and research director at Fidelity Management and Research
Company in Boston, Tokyo, and Hong Kong, and retired in 2013 as Chief Investment
Officer of Fidelity Strategic Advisers, Inc., where he led a team of investment
professionals managing client assets. Prior thereto, he served as a Board member of
Hong Kong Securities Clearing Co., Hong Kong Options Clearing Corp., the Thailand
International Fund, Ltd., Fidelity Investments Life Insurance Company, and Empire
Fidelity Investments Life Insurance Company. Mr. Ebsworth is a CFA® charterholder.
Jane A. Freeman.
Ms. Freeman has served as a Trustee of the Trusts in the Fund
Complex since January 1, 2015, and as Chair Liaison since 2018. She also served as a
trustee of Asset Allocation Trust from 2015 to 2018. From 2012 to 2014 and 1999 to
2008, Ms. Freeman served as the Chief Financial Officer of Scientific Learning
Corporation. From 2008 to 2012, Ms. Freeman provided consulting services related to
strategic business projects. Prior to joining Scientific Learning, Ms. Freeman was
employed as a portfolio manager at Rockefeller & Co. and Scudder, Stevens & Clark.
She served as a board member of the Harding Loevner Funds from 1996 to 2014,
serving as both Lead Independent Director and chair of the Audit Committee. She
also served as a board member of the Russell Exchange Traded Funds Trust from 2011
to 2012 and as chair of the Audit Committee. Ms. Freeman is also an
inactive Chartered Financial Analyst.
Isaiah Harris, Jr.
Mr. Harris has served as a Trustee of the Trusts in the Fund Complex
since 2009 and as Chair of the Audit Committee since 2019 and was an Advisory
Board Member from 2008 to 2009. He also served as a trustee of Asset Allocation Trust
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from 2010 to 2018. He has been the Chairman of the Board of CIGNA Corporation
since 2009, and has been a director of CIGNA Corporation since 2005. He served as a
director of Deluxe Corporation from 2003 to 2011. As a director of these and other
public companies, he has served on board committees, including governance, audit
and compensation committees. Mr. Harris served in senior executive positions,
including as president, chief executive officer, vice president of finance and/or chief
financial officer, of operating companies for approximately 20 years. Mr. Harris has
been determined by the Board to be an audit committee financial expert as such term
is defined in the applicable rules of the SEC.
Judith M. Johnson.
Ms. Johnson has served as a Trustee of the Trusts in the Fund
Complex since 2008 and as Chair of the Audit Committee from 2009 to 2019. She also
served as a trustee and chair of the audit committee of Asset Allocation Trust from
2010 to 2018. She served as the Chief Executive Officer and Chief Investment Officer
of the Minneapolis Employees Retirement Fund for twelve years until her retirement
in 2008. Ms. Johnson is a licensed attorney, as well as a certified public accountant and
a certified managerial accountant. Ms. Johnson has been determined by the Board to
be an audit committee financial expert as such term is defined in the applicable rules
of the SEC.
David F. Larcker.
Mr. Larcker has served as a Trustee of the Trusts in the Fund Complex
since 2009 and was an Advisory Board member from 2008 to 2009. He also served as a
trustee of Asset Allocation Trust from 2010 to 2018. Mr. Larcker is the James Irvin
Miller Professor of Accounting at the Graduate School of Business (Emeritus) of
Stanford University. He is also the Morgan Stanley Director of the Center for
Leadership Development and Research and Co-director of The Rock Center for
Corporate Governance at Stanford University. He has been a professor of accounting
for over 30 years. He has written numerous articles on a range of topics, including
managerial accounting, financial statement analysis and corporate governance.
Olivia S. Mitchell.
Ms. Mitchell has served as a Trustee of the Trusts in the Fund
Complex since 2006 and as Chair of the Nominating and Governance Committee
since 2018. She also served as a trustee of Asset Allocation Trust from 2010 to 2018.
Ms. Mitchell is the International Foundation of Employee Benefit Plans Professor at the
Wharton School of the University of Pennsylvania, where she is also Professor of
Insurance/Risk Management and Business Economics/Policy. She also serves in senior
positions with academic and policy organizations that conduct research on pensions,
retirement, insurance, risk management, and related topics, including as Executive
Director of the Pension Research Council and Director of the Boettner Center on
Pensions and Retirement Research, both at the University of Pennsylvania. She has
taught on and served as a consultant on economics, insurance, and risk management,
served as Department Chair, advised numerous governmental entities, and written
numerous articles and books on topics including retirement systems, private and
social insurance, and health and retirement policy.
Timothy J. Penny.
Mr. Penny has served as a Trustee of the Trusts in the Fund Complex
and their predecessor funds since 1996, and Chair of the Board of Trustees since 2018.
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Allspring Multi-Sector Income Fund Proxy Statement
He also served as a trustee of Asset Allocation Trust from 2010 to 2018. He has been
President and Chief Executive Officer of Southern Minnesota Initiative Foundation
since 2007. He also serves as a member of the board of another non-profit
organization. Mr. Penny was a member of the U.S. House of Representatives for 12
years representing Southeastern Minnesota’s First Congressional District.
James G. Polisson.
Mr. Polisson has served as a Trustee of the Trusts in the Fund
Complex since 2018 and was an Advisory Board member in 2017. Mr. Polisson has
extensive experience in the financial services industry, including over 15 years in the
ETF industry. From 2015 to July 31, 2017, Mr. Polisson was the Chief Marketing Officer
of Source (ETF) UK Services, Ltd., one of the largest providers of exchange-traded
products in Europe. From 2012 to 2015, Mr. Polisson was Principal of The Polisson
Group, LLC, a management consulting, corporate advisory and principal investing
firm. Prior to 2012, Mr. Polisson was Chief Executive Officer and Managing Director of
Russell Investments’ global ETF business from 2010 to 2012. He was also a member of
the Board of Trustees of Russell Exchange Traded Funds Trust, where he served as
Chairman, President and Chief Executive Officer from 2011 to 2012. Mr. Polisson also
served as Chief Marketing Officer for Barclays Global Investors from 2000 to 2010,
where he led global marketing for the iShares ETF business.
Pamela Wheelock.
Ms. Wheelock has served as a Trustee of the Trusts in the Fund
Complex since January 2020. She previously served as a Trustee of the Trusts in the
Fund Complex from January 2018 until July 2019 and was an Advisory Board member
in 2017. Ms. Wheelock has been a Board member of the Destination Medical Center
Economic Development Agency in Rochester, Minnesota since 2019. She was Interim
President of the McKnight Foundation from January to September 2020. She served
as the acting Commissioner of the Minnesota Department of Human Services from
July 2019 through September 2019 and as the Human Services Manager (part-time)
of the Minnesota Department of Human Services from October 2019 through
December 2019. Ms. Wheelock has more than 25 years of leadership experience in the
private, public and nonprofit sectors. Ms. Wheelock was the Chief Operating Officer of
Twin Cities Habitat for Humanity from 2017 through 2019. Prior to joining Habitat for
Humanity in 2017, Ms. Wheelock was on the Board of Directors, Governance
Committee and Finance Committee for the Minnesota Philanthropy Partners (Saint
Paul Foundation) and the Vice President of University Services at the University of
Minnesota from 2012 through 2016, where she served as chief operations officer of
the University. She also served as Interim President and Chief Executive Officer of Blue
Cross Blue Shield of Minnesota from 2011 to 2012, Vice President of the Bush
Foundation from 2009 to 2011, and Executive Vice President and Chief Financial
Officer of Minnesota Sports and Entertainment from 2004 to 2009. Ms. Wheelock
served as the Executive Budget Officer and Finance Commissioner for the State of
Minnesota from 1999 to 2002.
Consideration of Diversity by the Nominating and Governance Committee
The Nominating and Governance Committee takes the overall diversity of the Board
into account when considering and evaluating nominees for Trustee. While the
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Nominating and Governance Committee has not adopted a specific policy on
diversity or a particular definition of diversity, when considering nominees, the
Nominating and Governance Committee generally considers the manner in which
each nominee’s professional experience, background, skills in matters that are
relevant to the oversight of the funds (e.g., investment management, distribution,
accounting, trading, compliance and legal), and general leadership experience are
complementary to the existing Trustees’ attributes.
Nominating and Governance Committee
The members of the Nominating and Governance Committee are “independent” as
defined in the
NYSE American Exchange’s listing standards. The Board has adopted a
written Nominating and Governance Committee Charter which is attached to this
proxy statement as Exhibit A. The Nominating and Governance Committee Charter
describes the Nominating and Governance Committee functions. The Nominating
and Governance Committee reviews the Nominating and Governance Committee
Charter at least annually and may recommend changes to the Board.
The Board has approved a policy pursuant to which the Board may consider nominees
for election as Trustees, which is described further in the Nominating and Governance
Committee Charter. The policy states the minimum nominee qualifications, the
process for identifying and evaluating trustee nominees and the process for
considering nominees recommended by Shareholders.
Communications with Board Members
The Board has approved a policy for communications with Board members. Any
Shareholder who wishes to send a communication to the Board should send the
communication to the
Allspring Multi-Sector Income Fund Board of Trustees, 525
Market Street, 12th Floor, San Francisco, California 94105. If a Shareholder wishes to
send a communication directly to an individual Trustee or to a committee of the
Fund’s Board, the communication should be specifically addressed to such individual
Trustee or committee and sent to the above address.
Trustee Attendance Policy at Annual Shareholder Meetings
Funds that are listed on the
NYSE American Exchange are required each year to hold
an Annual Meeting of Shareholders. It is the policy of the Fund to encourage at least
one Trustee to attend each such Annual Meeting of Shareholders either in person, by
video conference, or by teleconference.
Ms. Olivia Mitchell attended the previous
year’s Annual Meeting of Shareholders telephonically.
Current Officers
The following table contains specific information about each executive officer of the
Fund as of
October 31, 2021, including: name, address and year of birth, position held
with the Fund, length of time served and principal occupation(s) during the past five
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Allspring Multi-Sector Income Fund Proxy Statement
years or longer, including offices held with Allspring Funds Management, Allspring
Global Investments Holdings, LLC and their affiliated companies.
Name, Address and Year of
Birth
Position with Fund
Principal Occupation(s) During Past 5 Years or
Longer
Andrew Owen
President, since
2017
President, Chief Executive Officer and
Director of Allspring Funds Management,
LLC since 2017 and co-president of
Galliard Capital Management, LLC, an
affiliate of Allspring Funds Management,
LLC, since 2019. Prior thereto, Head of
Affiliated Managers, Allspring Global
Investments, from 2014 to 2019 and
Executive Vice President responsible for
marketing, investments and product
development for Allspring Funds
Management, LLC, from 2009 to 2014. In
addition, Mr. Owen was an Executive Vice
President of Wells Fargo & Company from
2014 to 2021.
Jeremy M. DePalma
Treasurer since,
2012 (for certain
funds in the Fund
Complex); since
2021 (for the
remaining funds in
the Fund Complex)
Senior Vice President of Allspring Funds
Management, LLC since 2009. Senior Vice
President of Evergreen Investment
Management Company, LLC from 2008 to
2010 and head of the Fund Reporting and
Control Team within Fund Administration
from 2005 to 2010.
Kate McKinley
Chief Legal Officer
and Chief
Compliance Officer,
since 2021
Chief Legal Officer of Allspring Global
Investments since 2021. Prior thereto,
held various roles at State Street Global
Advisors, Inc. beginning in 2010,
including serving as Senior Vice President
and General Counsel from 2019 to 2021.
Previously served as Assistant General
Counsel for Bank of America Corporation
from 2005 to 2010 and as an Associate at
WilmerHale from 2002 to 2005.
Matthew Prasse
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.
Remuneration of Officers and Trustees
Fees, salaries or other remuneration of officers of the Fund who also serve as officers
or employees of Allspring Funds Management or any of its affiliated companies are
borne by Allspring Funds Management or the Allspring Global Investments Holdings,
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LLC affiliate for whom the individual serves. The Fund’s principal executive officers did
not receive any compensation or expense reimbursement from the Fund for the fiscal
year ended
October 31, 2021. The Fund reimburses all Trustees for expenses incurred
in connection with attending meetings of the Board. The Trustees do not receive any
pension or retirement benefits from the Fund. For the fiscal year ended
October 31,
2021, the Trustees earned the following compensation from the Fund and the Fund
Complex:
Name of Person and
Position with the Fund
Compensation From the Fund
Total Compensation From the
Fund and Fund Complex Paid to
Trustees
1
Non-Interested Nominee Trustees
Timothy J. Penny
$2,892
$402,000
James G. Polisson
$2,352
$327,000
Pamela Wheelock
$2,352
$327,000
Non-Interested Trustees
William R. Ebsworth
$2,352
$327,000
Jane A. Freeman
$2,496
$347,000
Isaiah Harris, Jr.
$2,568
$357,000
Judith M. Johnson
$2,341
$325,500
David F. Larcker
$2,352
$327,000
Olivia S. Mitchell
$2,496
$347,000
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Exchange Act requires the Fund’s Trustees, principal executive
officers and certain other persons (“Reporting Entities”) to file reports regarding
ownership of, and transactions in, the Fund’s securities with the SEC. Copies of the
required filings must also be furnished to the Fund. During the most recent fiscal year,
the Fund believes that all reports required to be filed by the Reporting Entities were
filed on a timely basis, except that a Form 3 was not timely filed for Simon Cockbill,
Chief Compliance Officer of Allspring UK.
Forms 3, 4, and 5 for the officers and Trustees of the Fund may be accessed through
the Allspring Funds website at www.allspringglobal.com.
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. currently serves as both the
Fund’s adviser and administrator. The principal business address of Allspring Funds
Management is 525 Market Street, San Francisco, California 94105.
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Allspring Multi-Sector Income Fund Proxy Statement
Allspring UK, a wholly owned subsidiary of Allspring Global Investments Holdings, LLC
and an affiliate of Allspring Funds Management, currently serves as a sub-adviser to
the Fund. The principal business address of Allspring UK is the Broadgate Tower, Third
Floor, 20 Primrose Street, London EC2A 2RS. Allspring Investments, a wholly owned
subsidiary of Allspring Global Investments Holdings LLC and an affiliate of Allspring
Funds Management, currently serves as the other sub-adviser to the Fund. The
principal business address of Allspring Investments is 525 Market Street, San
Francisco, California 94105.
Computershare Fund Services is the Fund’s transfer agent and is located at P.O. Box
43010, Providence, Rhode Island 02940-3010.
KPMG LLP (“KPMG”), Two Financial Center, 60 South Street, Boston, Massachusetts
02111, has been approved by the Trustees of the Fund as the independent registered
public accounting firm of the Fund for the current fiscal year ending
October 31, 2021.
The Audit Committee of the Board unanimously recommended the selection of
KPMG, and the Board unanimously approved such selection, at meetings held on
November 11, 2021.
The Fund’s Audit Committee has established and adopted policies and procedures
whereby the Audit Committee Chairman is authorized to pre-approve: (1) audit
services to the Fund; (2) non-audit tax or compliance consulting or training services
provided to the Fund by its independent registered accounting firm if the fees for any
particular engagement are not anticipated to exceed a specified dollar amount; and
(3) non-audit tax or compliance consulting or training services provided by the
independent registered public accounting firm to the Fund’s investment adviser and
its adviser affiliates (where pre-approval is required because the engagement relates
directly to the operations and financial reporting of the Fund) if the fee for any
particular engagement is not anticipated to exceed a specified dollar amount. For any
pre-approval sought from the Chairman, the adviser shall prepare a brief description
of the proposed services. If the Chairman approves such service, he or she shall sign
the statement prepared by the adviser, and such written statement shall be presented
to the full Audit Committee at its next regularly scheduled meeting.
A representative of KPMG, if requested in advance by any Shareholder, will be present
via telephone at the Meeting to respond to appropriate questions from Shareholders
and will have an opportunity to make a statement if he or she chooses to do so.
Absent such a Shareholder request, it is not expected that such representative will be
present at the Meeting.
In approving the selection of KPMG for the Fund, the Audit Committee considered, in
addition to other practices and requirements relating to the selection of the Fund’s
independent registered public accounting firm, whether any services performed by
KPMG for the Fund and the investment adviser and for certain related parties for
which KPMG received non-audit fees are compatible with maintaining the
independence of KPMG as the Fund’s independent registered public accounting firm.
Allspring Multi-Sector Income Fund Proxy Statement
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On
December 16, 2021, the Audit Committee reviewed and discussed with
management the Fund’s audited financial statements for the fiscal year ended
October 31, 2021. The Audit Committee has reviewed and discussed with KPMG the
matters required to be discussed by Statements on Auditing Standards, No. 114,
Communication with Audit Committees. The Audit Committee has received the
written disclosures and the letter from KPMG required by the Public Company
Accounting Oversight Board regarding certain communications, and has discussed
with KPMG its independence. Based on these reviews and discussions, the Audit
Committee recommended to the Board that the audited financial statements be
included in the annual report to Shareholders for the previous fiscal year for filing
with the SEC.
The following table presents fees billed for professional audit services rendered by
KPMG for the audit of the Fund’s annual financial statements for the past two fiscal
years and for fees billed for other services rendered by KPMG to the Fund. There were
no fees paid to KPMG during the fiscal years where the de minimis exception was
used.
2021
2020
Audit fees
$60,310
$67,510
Audit-related fees
$0
$0
Tax fees
1
$4,510
$4,340
Non-audit fees
$0
$0
All other fees
$0
$0
The Board has adopted a written charter for the Audit Committee which is attached to
this proxy statement as Exhibit B. The Audit Committee reviews the charter at least
annually and may recommend changes to the Board.
As of the date of this proxy statement, neither the
Fund’s officers nor Allspring Funds
Management are aware of any other business to come before the Meeting other than
as set forth in the Notice of Annual Meeting of Shareholders. If any other business is
properly brought before the Meeting or any adjournment thereof, the persons named
as proxies in the enclosed proxy card will vote in accordance with the views of
management of the
Fund.
REQUIRED VOTE FOR EACH PROPOSAL
The vote of a plurality of the votes cast by Shareholders present in person or
represented by proxy at the Meeting is required for the election of trustees.
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Allspring Multi-Sector Income Fund Proxy Statement
A Certificate of Trust in respect of the Fund is on file with the Secretary of the State of
Delaware. As provided in the Declaration, the obligations of any instrument made or
issued by any Trustee or Trustees or by any officer or officers of the Fund are not
binding upon any of them or the Shareholders individually, but are binding only upon
the assets and property of the Fund.
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Proposals intended to be presented by a Shareholder at the annual meeting of
Shareholders to be held in 2023 must be received by the Fund’s Secretary at the
Fund’s principal executive office by September 1, 2022 in order to be considered for
inclusion in the Fund’s proxy statement and proxy card relating to that meeting
pursuant to Rule 14a-8 under the Exchange Act. If a Shareholder wishes to present a
proposal at the annual meeting of Shareholders to be held in 2023 without having the
proposal included in the Fund’s proxy statement, including a proposal to nominate
any persons for election to the Board, such proposal must be delivered to the Fund’s
Secretary at the Fund’s principal executive office not earlier than the close of business
on September 1, 2022 and not later than the close of business on October 3, 2022.
Timely receipt or delivery of a proposal does not necessarily mean that such proposal
will be included in the Fund’s proxy statement or presented at the meeting, given that
such inclusion and presentation are subject to various conditions and requirements,
including those specified by applicable law and by the Fund’s governing documents.
The Chair of the meeting may refuse to acknowledge a nomination or other proposal
by a Shareholder that is not made in the manner described above.
THE BOARD OF TRUSTEES OF THE FUND UNANIMOUSLY RECOMMENDS THAT YOU
VOTE FOR THE ELECTION OF EACH NOMINEE AS A TRUSTEE.
R. Matthew Prasse
December 31, 2021
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Allspring Multi-Sector Income Fund Proxy Statement
INSTRUCTIONS FOR EXECUTING PROXY CARD
The following general rules for signing proxy cards may be of assistance to you and
may help to avoid the time and expense involved in validating your vote if you fail to
sign your proxy card properly.
1. INDIVIDUAL ACCOUNTS: Sign your name exactly as it appears in the Registration on
the proxy card.
2. JOINT ACCOUNTS: Either party may sign, but the name of the party signing should
conform exactly to a name shown in the Registration on the proxy card.
3. ALL OTHER ACCOUNTS: The capacity of the individual signing the proxy card should
be indicated unless it is reflected in the form of Registration. For example:
CORPORATE ACCOUNTS REGISTRATION
VALID SIGNATURE
(1) ABC Corp.
ABC Corp.
(2) ABC Corp.
John Doe, Treasurer
(3) ABC Corp. c/o John Doe, Treasurer
John Doe
(4) ABC Corp. Profit Sharing Plan
John Doe, Trustee
TRUST ACCOUNTS REGISTRATION
(1) ABC Trust
Jane B. Doe, Trustee
(2) Jane B. Doe, Trustee u/t/d 12/28/78
Jane B. Doe, Trustee
CUSTODIAL OR ESTATE ACCOUNTS
REGISTRATION
(1) John B. Smith, Cust. f/b/o John B. Smith, Jr.
UGMA
John B. Smith
(2) John B. Smith
John B. Smith, Jr., Executor
After completing your proxy card, return it in the enclosed postage-paid envelope.
OTHER WAYS TO VOTE YOUR PROXY
VOTE BY TELEPHONE:
1. Read the proxy statement and have your proxy card at hand.
VOTE BY INTERNET:
1. Read the proxy statement and have your proxy card at hand.
The telephone and Internet voting procedures are designed to authenticate
Shareholder identities, to allow Shareholders to give their voting instructions, and to
confirm that Shareholders’ instructions have been recorded properly. Please note that,
although there is no charge to you for voting by telephone or Internet, there may be
costs associated with electronic access, such as usage charges from telephone
companies and Internet service providers, that must be borne by the Shareholders.
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Voting by telephone or Internet is generally available 24 hours a day. Do not mail the
proxy card if you are voting by telephone or Internet. If you have any questions about
voting, please call Computershare Fund Services, our proxy solicitor, at
866-209-5784
(toll free).
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Allspring Multi-Sector Income Fund Proxy Statement
ALLSPRING FUNDS TRUST
Nominating and Governance Committee Membership and Chair
The Nominating and Governance Committee of each Trust (the “Committee”) shall be
composed only of Trustees who are not “interested persons” of the Trusts, or of any
investment adviser or principal underwriter of the Trusts or any series thereof (a
“Fund”), as defined in the Investment Company Act of 1940 (“Independent Trustees”).
The full Boards shall designate the members of the Committee, after due
consideration of nominations, if any, from the Committee, and shall designate the
Chair.
Board Nominations
1. Except with respect to any trustee nomination made by an eligible shareholder or
shareholder group as permitted by applicable law (and, with respect to each Trust
that is a registered closed-end management investment company (“Closed-End
Fund”), in accordance with the By-Laws of such Closed-End Fund), the Committee
shall make all nominations for membership on the Board of Trustees of each Trust. The
Committee shall evaluate each candidate’s qualifications for Board membership and
his or her independence from the Funds’ investment adviser(s) and principal
underwriter(s) and, as it deems appropriate, other principal service providers. Any
person nominated to serve as an Independent Trustee must not be, on the effective
date of his or her appointment or election, an “interested person” of the Trusts, or of
any investment adviser or principal underwriter of the Funds, as defined in the
Investment Company Act of 1940 (the “1940 Act”), and, with respect to each
Closed-End Fund, such person must also satisfy, on such date, applicable
independence requirements of the listing standards of securities exchanges on which
shares of such Closed-End Fund are traded.
a. The Committee may take into account a wide variety of factors in considering
Trustee candidates, including (but not limited to): (i) availability and commitment of a
candidate to attend meetings and perform his or her responsibilities on the Board, (ii)
relevant industry, business, professional and related experience and
accomplishments, (iii) educational background, (iv) financial expertise, (v) an
assessment of the candidate’s ability, judgment and expertise and the candidate’s
ability to work effectively and collaboratively with other members of the Board, and
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Allspring Multi-Sector Income Fund Proxy Statement
(vi) overall diversity of the Board’s composition and how the candidate’s skills,
experiences and attributes would contribute to the mix of relevant skills and
experience on the Board.
b. The Committee will consider and evaluate nominee candidates properly submitted
by shareholders on the same basis as it considers and evaluates candidates
recommended by other sources. Appendix A to this Charter, as it may be amended
from time to time by the Committee, sets forth procedures that must be followed by
shareholders to submit properly a candidate for nomination by the Committee.
Shareholder recommendations not properly submitted in accordance with the
requirements of Appendix A will not be considered for nomination by the Committee.
2. Process for evaluating independence and potential conflicts of interest of
Independent Trustee candidates.
a. As a threshold matter, the background of a candidate to serve as an Independent
Trustee must be reviewed to confirm that the person meets or, on the effective date of
his or her appointment or election will meet, the technical requirements under the
1940 Act for being an Independent Trustee, and, with respect to Independent Trustee
candidates for the Board of each Closed-End Fund, that such person satisfies or, on
the effective date of his or her appointment or election will satisfy, applicable
independence requirements of the listing standards of securities exchanges on which
shares of such Closed-End Fund are traded.
b. In addition to satisfying the applicable technical requirements set forth in 2.a.,
above, the candidate’s business and personal connections (as reflected in the
responses to questions in the Trustees’ and Officers’ Questionnaire completed by each
current and prospective Trustee) must be reviewed to confirm that they do not create
any actual or potential impairment to the person’s independence with respect to the
Funds.
c. With respect to any candidate, the Committee shall elicit such information from
senior management that the Committee deems appropriate, if any, to evaluating the
merits of the candidate.
d. Disqualifying factors:
i. No candidate shall be nominated for membership on the Board if, upon
appointment or election to the Board, that candidate serves or has agreed to serve on
the board of any registered investment company outside of the Allspring Funds
family, unless otherwise approved by the Committee. No candidate shall be
nominated for membership on the Board if that candidate serves or has agreed to
serve as an officer, partner, employee, or in any similar capacity with a firm that serves
as an investment adviser, sub-adviser, or principal underwriter of any registered
investment company outside of the Allspring Funds family. Similarly, if a candidate
serves in such capacity for a registered investment adviser or registered broker-dealer,
but that firm currently does not serve as an investment adviser, sub-adviser, or
principal underwriter for any such registered investment company, such candidate
shall be nominated only upon the express agreement that he or she would resign
Allspring Multi-Sector Income Fund Proxy Statement
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from the Board in the event that his or her firm subsequently undertakes such a role
for any registered investment company outside of the Allspring Funds family;
provided, that if a candidate is an officer, partner, or employee of, or serves in a similar
capacity for, a broker-dealer, nothing herein is intended to confer on such candidate
eligibility for nomination as an Independent Trustee if he or she would be an
“interested person” of the Funds pursuant to the 1940 Act by virtue of the activities of
such broker-dealer.
ii. No candidate shall be nominated for membership on the Board if that candidate
serves on the board of a firm that serves as an investment adviser, sub-adviser or
principal underwriter of any registered investment company outside of the Allspring
Funds family, unless an exception from this policy is expressly approved by the
Committee. Similarly, if a candidate serves on the board of a registered investment
adviser or registered broker-dealer, but that firm currently does not serve as an
investment adviser, sub-adviser, or principal underwriter of any such registered
investment company, such candidate shall be nominated only upon the express
agreement that he or she would, unless an exception from this policy is expressly
approved by the Committee, resign from the Board in the event that his or her firm
subsequently undertakes such a role for any registered investment company outside
of the Allspring Funds family. Notwithstanding the foregoing, if a candidate is a
director of a broker-dealer, nothing herein is intended to confer on such candidate
eligibility for nomination as an Independent Trustee if he or she would be an
“interested person” of the Funds pursuant to the 1940 Act by virtue of the activities of
such broker-dealer.
3. The Committee shall review the composition of the Board when it deems it
appropriate to do so to determine whether it may be appropriate to recommend
adding individuals with backgrounds or skill sets that differ from those of the
individuals already on the Board and/or recommend expanding or contracting the
size of the Board.
Committee Nominations and Functions
1. The Committee shall propose nominations for membership on all committees and
shall review committee assignments when it deems it appropriate to do so.
2. The Committee shall review as necessary the responsibilities of any committees of
the Board, whether there is a continuing need for each committee, whether there is a
need for additional committees of the Board, and whether committees should be
combined or reorganized. The Committee shall make recommendations for any such
action to the Board. With respect to any committee of the Board of a Closed-End Fund,
the powers, functions, size, membership and other aspects of the committee shall
conform with any applicable requirements of the By-Laws of such Closed-end Fund.
Nominating and Governance Committee Chair
1. Chair of the Nominating and Governance Committee.
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a. In addition to any powers and duties specified in this Charter, the Chair of the
Committee’s role is to preside at all meetings of the Committee and to act as a liaison
with respect to governance-related matters with service providers, officers, attorneys,
and other Committee members generally between meetings.
b. The Chair of the Committee shall be entitled to receive an additional annual fee in
such amount, and payable in such frequency and manner, determined from time to
time by the Board, for the additional work and time devoted by the Chair of the
Committee.
2. Except for any duties specified herein or pursuant to a Trust’s charter document, the
designation of Chair of the Committee does not impose on such Trustee any duties,
obligations or liability that are greater than the duties, obligations or liability imposed
on such person as a member of the Board generally.
Compensation
1. The Committee shall periodically review and recommend any appropriate changes
to trustee compensation to the Board.
Fund Share Ownership
1. The Committee shall periodically review and recommend any appropriate changes
in respect of policies regarding share ownership in Allspring Funds by Trustees.
Board Leadership Structure
1. The Committee shall periodically review the Board leadership structure and shall
recommend any appropriate leadership structure changes to the Board.
Advisory Trustee Nominations
1. The Committee may from time-to-time propose nominations of one or more
individuals to serve as members of an “advisory board,” as such term is defined in
Section 2(a)(1) of the 1940 Act (“Advisory Trustees”). An individual shall be eligible to
serve as an Advisory Trustee only if that individual meets the requirements to be an
Independent Trustee and does not otherwise serve the Trusts in any other capacity.
Any Advisory Trustee shall serve at the pleasure of the Board and may be removed, at
any time, with or without cause, by the Board. An Advisory Trustee may be nominated
and appointed or elected as a Trustee, at which time he or she shall cease to be
Advisory Trustee. Any Advisory Trustee may resign at any time.
Other Powers and Responsibilities
1. The Committee shall review this Charter at least annually and recommend changes,
if any, to the Board.
2. The Committee shall periodically review and address matters relating to the
engagement and independence of legal counsel employed by the Independent
Trustees and shall recommend any appropriate actions to the Board.
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3. The Committee shall have the resources and authority to discharge its
responsibilities, including authority to retain special counsel and other experts or
consultants, advisers or employees at the expense of the appropriate Fund(s).
4. In consultation with independent legal counsel to the Independent Trustees, the
Committee shall consider the processes to be undertaken by the Board in connection
with the annual assessment of the performance of the Board and the committees of
the Board pursuant to rule 0-1(a)(7)(v) under the 1940 Act and under any applicable
listing requirements.
5. The Committee shall set forth and periodically review governance principles for the
Board and its committees and shall recommend changes, if any, to the Board. Those
principles have been outlined in a separate document (Statement of Governance
Principles).
6. The actions taken at meetings of the Committee shall be recorded in the minutes of
such meetings. Meetings of the Committees may be conducted in person,
telephonically, or via video-conference.
7. If the Committee’s membership does not include all of the Trustees, the Committee
will report on actions taken at its meetings to the Board.
8. The Committee shall have such further responsibilities as are given to it from time
to time by the Board.
Appendix A
Procedures for Shareholders to Submit Nominee Candidates
A shareholder of any series of the Trust must follow the following procedures in order
to submit properly a nominee candidate recommendation for the Committee’s
consideration.
The shareholder must submit any nominee candidate recommendation (a
“Shareholder Recommendation”) in writing to the Trust, to the attention of the Trust’s
Secretary, at the address of the principal executive offices of the Trust.
The Shareholder Recommendation must include: (i) a statement in writing setting
forth (A) the name, age, date of birth, business address, residence address and
nationality of the person recommended by the shareholder (the “candidate”); (B) the
series (and, if applicable, class) and number of all shares of the Trust owned of record
or beneficially by the candidate, as reported to such shareholder by the candidate; (C)
any other information regarding the candidate called for with respect to director
nominees by paragraphs (a), (d), (e) and (f) of Item 401 of Regulation S-K or paragraph
(b) of Item 22 of Rule 14a-101 (Schedule 14A) under the Securities Exchange Act of
1934, as amended (the “Exchange Act”), adopted by the Securities and Exchange
Commission (or the corresponding provisions of any regulation or rule subsequently
adopted by the Securities and Exchange Commission or any successor agency
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applicable to the Trust); (D) any other information regarding the candidate that would
be required to be disclosed if the candidate were a nominee in a proxy statement or
other filing required to be made in connection with solicitation of proxies for election
of directors pursuant to Section 14 of the Exchange Act and the rules and regulations
promulgated thereunder; and (E) whether the recommending shareholder believes
that the candidate is or will be an “interested person” of the Trust (as defined in the
1940 Act) and information regarding the candidate that will be sufficient for the Trust
to make such determination; (ii) the written and signed consent of the candidate to
be named as a nominee and to serve as a Trustee if elected; (iii) the recommending
shareholder’s name as it appears on the Trust’s books; (iv) the series (and, if applicable,
class) and number of all shares of the Trust owned beneficially and of record by the
recommending shareholder; and (v) a description of all arrangements or
understandings between the recommending shareholder and the candidate and any
other person or persons (including their names) pursuant to which the
recommendation is being made by the recommending shareholder. In addition, the
Committee may require the candidate to interview in person and furnish such other
information as it may reasonably require or deem necessary to determine the
eligibility of such candidate to serve as a Trustee of the Trust. With respect to each
Closed-End Fund, the Shareholder Recommendation also must comply with any
timing or additional requirements applicable to shareholder nominations, as set forth
in the By-Laws of such Closed-end Fund. In the event of any conflict or inconsistency
with respect to the requirements applicable to a Shareholder Recommendation as
between those established in these procedures and those in the By-Laws of a
Closed-End Fund, the requirements of the By-Laws of such Closed-End Fund shall
control.
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ALLSPRING FUNDS TRUST
1.
Composition, Chair and Audit Committee Financial Expert
. The Audit Committees
(“Committees”) of the Boards of Trustees (the “Boards”) of Allspring Funds Trust,
Allspring Variable Trust, and Allspring Master Trust (collectively, the “Open-End
Trusts”), Allspring Global Dividend Opportunity Fund (“EOD”), Allspring Income
Opportunities Fund (“EAD”), Allspring Multi-Sector Income Fund (“ERC”), and Allspring
Utilities and High Income Fund (“ERH”) (collectively, the “Closed-End Funds” and
together, with the Open-End Trusts, the “Trusts”) shall be composed entirely of
Trustees who are not “interested persons” of the Trusts or of any series thereof, or of
any investment adviser or principal underwriter, as defined in the Investment
Company Act of 1940 (“Independent Trustees”). The Committees of the Closed-End
Funds (the “Closed-End Fund Committees”) shall have at least three members who are
“independent” as that term is interpreted under Rule 10A-3 under the Securities
Exchange Act of 1934 and under the listing standards of each exchange on which
shares of the Closed-End Funds are traded, except as otherwise set forth by statute,
rule, or listing standard. The full Boards shall designate the members of the
Committees, after due consideration of nominations, if any, from the Governance
Committee, and shall designate the Chair. Except for any duties specified herein or
pursuant to a Trust’s charter document, the designation of Chair of the Audit
Committee does not impose on such Trustee any duties, obligations or liability that
are greater than the duties, obligations or liability imposed on such person as a
member of the Committees and the Boards in the absence of such designation.
The Boards shall determine as often as they deem appropriate whether any member
of the Committees is an “audit committee financial expert” as defined in Item 3 of
Form N-CSR. Any member of the Committees who is determined to be such an expert
shall not bear any duties, obligations or liabilities that are greater than the duties,
obligations and liabilities imposed on such member as a member of the Committees
and the Boards in the absence of such determination.
2.
Primary Responsibilities.
The primary responsibilities of the Committees are:
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The function of the Committees is oversight. Management is responsible for: (1) the
preparation, quality and objectivity of the Funds’ financial statements; (2) the
implementation of appropriate accounting and financial reporting principles and
policies; and (3) the design and maintenance of internal controls and procedures
designed to assure compliance with all applicable accounting standards, laws and
regulations. The Auditors are responsible for planning and carrying out proper audits
of the Funds’ financial statements and for performing other procedures as deemed
necessary under applicable professional standards. Nothing in this Charter shall be
construed to reduce the responsibilities or liabilities of Management or the Auditors.
Although the Committees are expected to take a detached and questioning approach
to the matters that come before them, any review of the Funds’ financial statements
by the Committees is not an audit, nor does any review by the Committees substitute
for the responsibilities of Management for preparing, or the Auditors for auditing, the
Funds’ financial statements. Members of the Committees are not employees of the
Funds and, in serving on these Committees, are not, and do not hold themselves out
to be, acting as accountants or auditors. As such, it is not the duty or responsibility of
the Committees or their members to conduct “field work” or other types of auditing or
accounting reviews or procedures. In addition, the authority and responsibilities set
forth in this Charter do not reflect or create any duty or obligation of the Committees
to plan or conduct any audit, to determine or certify that any Fund’s financial
statements are complete, accurate, fairly presented, or in accordance with generally
accepted accounting principles or applicable laws, or to guarantee any report of the
Auditors.
In discharging their duties, the members of the Committees are entitled to rely on
information, opinions, reports, or statements, including financial statements and
other financial data prepared or presented by: (1) one or more officers of the Trusts
whom the member reasonably believes to be reliable and competent in the matters
presented; (2) legal counsel, the Auditors or other public accountants, or other
persons as to matters the member reasonably believes are within the person’s
professional or expert competence; or (3) another Board committee on which the
member does not sit.
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3.
Duties and Powers.
To carry out their responsibilities, the Committees shall have the
following duties and powers, to be discharged in such a manner as the Committees
deem appropriate, in their sole discretion:
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4.
All Closed-End Fund Committees.
The Closed-End Fund Committees shall be
directly responsible for the appointment, compensation, retention and oversight of
the work of any Auditor engaged (including resolution of disagreements between
Management and the Auditor regarding financial reporting) for the purpose of
preparing or issuing an audit report or performing other audit, review or attest
services for the Closed-End Funds, and each such Auditor must report directly to its
respective Closed-End Fund Committee.
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The Closed-End Fund Committees shall also establish procedures for (1) the receipt,
retention, and treatment of complaints received by the Closed-End Funds regarding
accounting, internal accounting controls, or auditing matters; and (2) the confidential,
anonymous submission by employees of the Closed-End Funds, the Closed-End
Funds’ investment adviser, administrator, principal underwriter (if any) or any other
provider of accounting-related services for the Closed-End Funds, of concerns
regarding questionable accounting or auditing matters.
Each of the Closed-End Fund Committees shall have the power, in addition to the
responsibilities, duties and powers included elsewhere in this Charter, to be
discharged in such a manner as the Committee deems appropriate in its sole
discretion, to review such disclosures or statements made by the respective
Closed-End Fund Committee in the Closed-End Funds’ annual or semi-annual report
or proxy statement.
5.
NYSE American Closed-End Fund Committees.
Any Closed-End Fund with shares
listed on the NYSE American exchange (the “NYSE American”) must comply with
applicable listing standard requirements.
1
Accordingly, each member of an audit
committee of a fund listed on the NYSE American (“NYSE American Closed-End Fund
Committee”) must be able to read and understand fundamental financial statements,
including a company’s balance sheet, income statement, and cash flow statement.
Further, at least one member of a NYSE American Closed-End Fund Committee must
be “financially sophisticated,” as such term is defined in the listing standards of the
NYSE American
2
.
The purpose of a NYSE American Closed-End Fund Committee includes, in addition to
the responsibilities, duties and powers included elsewhere in this Charter, overseeing
the accounting and financial reporting processes and audits of the Closed-End Fund.
NYSE American Closed-End Fund Committees must actively engage in a dialogue with
the Auditors with respect to any disclosed relationships or services that may impact
the objectivity and independence of the Auditors and are responsible for taking, or
recommending that the Boards take, appropriate action to oversee the independence
of the Auditors. Committee members must not have participated in the preparation
of the financial statements of the Closed-End Fund at any time during the three years
prior to appointment to the NYSE American Closed-End Fund Committee. The NYSE
American Closed-End Fund Committees shall meet on a regular basis, as often as
necessary to fulfill their responsibilities, including at least annually in connection with
the issuance of audited financial statements.
6.
New York Stock Exchange Closed-End Fund Committees.
Any Closed-End Fund with
shares listed on the New York Stock Exchange (the “NYSE”) must comply with
applicable listing standard requirements.
3
Accordingly, each member of an audit
committee of a fund listed on the NYSE (“NYSE Closed-End Fund Committee”) must be
“financially literate” (or become so within a reasonable time after his or her
appointment to the committee).
4
Further, at least one member of an NYSE Closed-End
Fund Committee must have “accounting or related financial expertise”.
5
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The purpose of a NYSE Closed-End Fund Committee includes, in addition to the
responsibilities, duties and powers included elsewhere in this Charter, assisting with
the Board’s oversight of the integrity of the Closed-End Fund’s financial statements,
the Closed-End Fund’s compliance with legal and regulatory requirements, the
qualifications and independence of the Closed-End Fund’s Auditors, and the
performance of the Closed-End Fund’s internal audit functions (if any) and Auditors.
The NYSE Closed-End Fund Committee shall have the following duties and powers, in
addition to the responsibilities, duties and powers included elsewhere in this Charter,
to be discharged in such a manner as the Committee deems appropriate, in its sole
discretion:
The performance of the NYSE Closed-End Fund Committee shall be reviewed at least
annually by the Committee or by the Board and may be conducted as part of the
Board’s annual self-assessment. Unless otherwise determined by the Board, no
member of the NYSE Closed-End Fund Committee may serve on the audit committee
of more than two other public companies.
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7.
Meetings.
The Committees shall meet at least twice annually, and are empowered
to hold special meetings as circumstances require. The Committees shall record
minutes of their meetings and shall invite Trustees who are not members of the
Committees, Management, counsel and representatives of service providers to attend
meetings and provide information as the Committees, in their sole discretion,
consider appropriate. The Committees shall periodically meet separately in executive
session with the Auditors. Meetings of the Committees may be conducted in person,
telephonically, or via video-conference.
8.
Auditor Pre-Approval.
The Auditors are hereby pre-approved to: (a) audit newly
created Funds; (b) perform “agreed upon procedures” reviews in connection with
Fund reorganizations and/or provide comfort letters in connection with securities
offerings; (c) review special Fund registration statement filings; (d) provide comments
to regulatory filings; and (e) perform non-audit services for a Fund, and for the Fund’s
covered adviser and its control affiliates that provide ongoing services to the Fund
where the engagement relates directly to the operations and financial reporting of
the Fund, provided that any such non-audit services fall within the specified
categories of services listed on Tab A and that the fees for such services do not exceed
the pre-approved dollar amounts listed on Tab A. To the extent that the non-audit
services or fees would fall outside of the aforementioned pre-approvals, such services
or fees may be pre-approved by the Committees, or by the Chair pursuant to
delegated authority in accordance with Section 9 below.
9.
Pre-Approval Procedure.
The Audit Committee Chair is authorized to pre-approve:
(1) audit services to the Funds; (2) non-audit tax or other categories of services
identified in Section 8 above or compliance consulting or training services provided
to the Funds by the Auditors if the fees for any particular engagement are not
anticipated to exceed $50,000; and (3) non-audit tax or compliance consulting or
training services provided by the Auditors to a Fund’s covered adviser and its control
affiliates (where pre-approval is required because the covered adviser or its control
affiliate provides ongoing services to the Fund and the engagement relates directly to
the operations and financial reporting of the Fund) if the fee to the Auditors for any
particular engagement is not anticipated to exceed $50,000. For any such
pre-approval sought from the Chair, Management shall prepare a brief written
statement describing the proposed services. If the Chair approves of such service, he
or she shall sign the statement prepared by Management or otherwise evidence in
writing his or her approval, which may be given by electronic mail. Such written
statement, or the written engagement for the proposed services described in the
statement, shall be reported to the full Committees at their next regularly scheduled
meeting.
10.
Availability.
The Committees shall be reasonably available to meet with the
Treasurer and other appropriate officers of the Trusts, and with internal accounting
staff, and individuals with internal audit responsibilities, for consultation on audit,
accounting, and related financial matters.
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11.
Resources.
The Committees shall be given the resources and shall have the
authority appropriate to discharge their responsibilities, including the authority to
retain special or independent counsel and other experts, advisors or consultants at
the expense of the appropriate Fund(s) and to determine the appropriate funding for
payment of compensation to Auditors for the purpose of preparing or issuing an audit
report or performing other audit, review or attest services for a Fund and the
Committees’ ordinary administrative expenses that are necessary or appropriate in
carrying out their duties.
12. Audit Committee Chair.
13.
Miscellaneous.
The Committees shall review and reapprove this Charter as often as
they deem appropriate, but not less often than annually, and recommend any
changes that they deem appropriate to the Boards. The Committees shall have such
further responsibilities as are given to them from time to time by the Boards. The
Committees shall consult as they deem appropriate with Management, the Auditors
and counsel as to legal or regulatory developments affecting their responsibilities, as
well as relevant tax, accounting and industry developments. The actions taken at
meetings of the Committees shall be recorded in the minutes of such meetings. If the
Committees’ membership does not include all of the Trustees or if otherwise
requested by the Boards, the Committees will report on actions taken at their
meetings to the Boards. The Committees shall have such further responsibilities as are
given to them from time to time by the Boards.
Nothing in this Charter shall be interpreted as diminishing or derogating the
responsibilities of the Boards.
Date of most recent Charter Amendment: December 16, 2021
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TAB A
Allspring Funds
Non-Audit Services
Fee Range
Assistance with Internal Revenue Code
Sections 851(b) and 817(h) diversification
testing (upon specific request as Allspring
Fund Tax Department is currently responsible
for diversification testing).
Not to exceed $3,500 per fund
Tax assistance and advice regarding tax
consequences of new investment products or
proposed changes to existing products.
Not to exceed $15,000
Tax assistance and advice regarding statutory,
regulatory or administrative developments.
Not to exceed $15,000
Services related to contesting any assessed
Internal Revenue Service penalties for
incorrect reporting of Fund Forms 1120-RIC
and Form 1099.
Not to exceed $10,000
Other International tax services (generally
related to foreign tax withholding).
Not to exceed $15,000
Tax assistance and advice regarding
evaluation of complex security transactions.
Not to exceed $30,000
Tax and/or other non-audit services associated
with Fund mergers and liquidations.
Not to exceed $8,000 per fund merger/
liquidation
Date of most recent Schedule approval: December 16, 2021
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EVERY SHAREHOLDER’S VOTE IS IMPORTANT
EASY VOTING OPTIONS:
VOTE ON THE INTERNET
VOTE BY PHONE
VOTE BY MAIL
VOTE IN PERSON
Please detach at perforation before mailing.
PROXY
ALLSPRING MULTI-SECTOR INCOME FUND
This Proxy is solicited on behalf of the Board of Trustees of
Allspring Multi-Sector Income Fund (the “Fund”) for
the Annual Meeting of Shareholders.
The undersigned, revoking any previously executed proxies, hereby appoints R.
Matthew Prasse, Maureen E. Towle and Johanne F. Castro, or each of them acting individually, as proxies of the
undersigned, each with full power of substitution, to represent and vote all of the common shares of the Fund that the
undersigned would be entitled to vote at the 2022 Annual Meeting of Shareholders of the Fund to be held at the
principal office of the Fund, 525 Market Street, 12th Floor, San Francisco, California 94105 on
February 7, 2022, at
10:30
a.m., Pacific time, and at any and all adjournments thereof.
Receipt of the Notice of Meeting and the accompanying Proxy Statement, which describes the matters to be considered
and voted on, is hereby acknowledged.
VOTE VIA THE TELEPHONE: 1-800-337-3503
ERC_32467_120821
xxxxxxxxxxxxxx code
EVERY SHAREHOLDER’S VOTE IS IMPORTANT
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS AND IMPORTANT NOTICE REGARDING THE AVAILABILITY
You may obtain a copy of this proxy statement, the accompanying Notice of Annual Meeting of Shareholders, the
PLEASE SIGN, DATE AND RETURN YOUR
Please detach at perforation before mailing.
The Shares represented by this proxy will be voted as specified in the following Item 1, but if you return a signed
proxy card and no choice is specified, they will be voted FOR the election of the three (3) persons named below as
nominee Trustees under “Election of Trustees (Proposal 1).” If any nominee for any reason becomes unable to
serve or is unwilling to serve or for good cause will not serve, the persons named as proxies on the other side of
this proxy card will vote for the election of such other person or persons as they may consider qualified. The
Board of Trustees has no reason to believe that any of the three (3) nominee Trustees will be unable or unwilling
to serve.
If any other matters about which the Fund did not have timely notice properly come before the meeting,
authorization is given to the proxy holders to vote in accordance with the views of management of the Fund.
TO VOTE MARK BLOCKS BELOW IN BLUE OR BLACK INK AS SHOWN IN THIS Example: X
A Proposal THE BOARD OF TRUSTEES OF THE FUND UNANIMOUSLY RECOMMENDS THAT YOU VOTE FOR THE
ELECTION OF EACH NOMINEE AS A TRUSTEE.
1. Election of Trustees:
FOR ALL
WITHHOLD
ALL
FOR ALL
EXCEPT
Nominees:
01. Timothy J. Penny 02. James G. Polisson 03. Pamela Wheelock
To withhold authority to vote for any individual nominee(s) mark the box “FOR ALL
EXCEPT” and write the nominee number(s) on the line provided.
2. To transact such other business as may properly come before the meeting or any
adjournment thereof
B Authorized Signatures - This section must be completed for your vote to be counted.- Sign and Date Below
Note:
Please sign exactly as your name(s) appear(s) on this proxy card, and date it. When shares are held jointly, each
holder should sign. When signing as attorney, executor, administrator, trustee, officer of corporation or other entity or in
another representative capacity, please give the full title under the signature.
___________________________________________________
___________________________________________________
___________________________________________________
Scanner bar code
TO BE HELD ON
FEBRUARY 7, 2022
ALLSPRING MULTI-SECTOR INCOME FUND
1.
To elect
three Trustees to the Board of Trustees of the Fund to serve for the term
indicated herein and until their successors shall have been duly elected and
qualified; and
2.
To transact such other business as may properly come before the Meeting or any
adjournments thereof.
Secretary
PROXY STATEMENT
We intend to hold the Meeting in person. However, we are sensitive to the public
health and travel concerns our shareholders may have and recommendations that
public health officials may issue in light of the evolving coronavirus (COVID-19)
situation. As a result, we may impose additional procedures or limitations on Meeting
attendees or may decide to hold the Meeting in a different location or solely by
means of remote communication. We plan to announce any such updates on our
website (allspringglobal.com), and we encourage you to check this website prior to
the Meeting if you plan to attend.
(94987D101)
First Trust Advisors L.P.
The Charger Corporation
120 East Liberty Drive, Suite 400
Wheaton, Illinois 60187
1.
The filing by the listed entities indicates that the entities share dispositive power over the securities.
1.
Or, if later, until their respective successors are elected and qualified.
1959
1.
As of October 31, 2021, the Fund Complex consisted of 139 funds.
2.
Ms. Johnson has resigned from the Board effective December 31, 2021.
525 Market Street
San Francisco, CA 94105
Year of Birth: 1960
101 Seaport Blvd
Boston, MA 02210
Year of Birth: 1974
101 Seaport Blvd
Boston, MA 02210
Year of Birth: 1977
101 Seaport Blvd
Boston, MA 02210
Year of Birth: 1983
1.
As of October 31, 2021, the Fund Complex consisted of 139 funds.
1.
Tax fees consist of fees for tax compliance, tax advice, tax planning and excise tax.
Secretary
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ALLSPRING MASTER TRUST
ALLSPRING VARIABLE TRUST
ALLSPRING GLOBAL DIVIDEND OPPORTUNITY FUND
ALLSPRING INCOME OPPORTUNITIES FUND
ALLSPRING MULTI-SECTOR INCOME FUND
ALLSPRING UTILITIES AND HIGH INCOME FUND
(collectively, the “Trusts”)
CHARTER OF THE NOMINATING AND GOVERNANCE COMMITTEES
Date of most recent Charter amendment: December 16, 2021
ALLSPRING VARIABLE TRUST
ALLSPRING MASTER TRUST
ALLSPRING GLOBAL DIVIDEND OPPORTUNITY FUND
ALLSPRING INCOME OPPORTUNITIES FUND
ALLSPRING MULTI-SECTOR INCOME FUND
ALLSPRING UTILITIES AND HIGH INCOME FUND
AUDIT COMMITTEES CHARTER
■
to oversee the accounting and financial reporting policies of the Trusts or their
series, as applicable (a Trust or any such series being referred to as a “Fund”, and
collectively as the “Funds”), including their internal controls over financial reporting
and, as a Committee deems appropriate, the internal controls over financial
reporting of key service providers;
■
to oversee the quality and objectivity of the Funds’ financial statements and the
independent audit thereof;
■
to interact with the Funds’ registered public accounting firm (the “Auditors”) on
behalf of the Boards, and to interact with the appropriate officers of the Trusts, and
the investment managers, advisers, sub-advisers, administrators (collectively,
“Management”) and other key service providers other than the Auditors regarding
accounting and financial reporting matters;
■
to oversee or, as appropriate, assist with the Board’s oversight of, the Funds’
compliance with legal and regulatory requirements that relate to the Funds’
accounting and financial reporting, internal controls and independent audits; and
■
to approve the engagement of the Auditors and their fees annually and, in
connection therewith, to review and evaluate the qualifications, independence and
performance of the Auditors.
•
to approve the engagement of the Auditors to annually audit and provide audit
and tax services necessary to support their audit opinion on a Fund’s financial
statements, to recommend to the Independent Trustees the selection, retention
or termination of the Auditors and, in connection therewith, to review and
evaluate matters brought to their attention potentially affecting the
independence and capabilities of the Auditors;
•
to approve the engagement of the Auditors to provide non-audit services to a
Fund, or to an investment adviser (not including a sub-adviser whose role is
primarily investment management and is sub-contracted or overseen by another
investment adviser) (“covered adviser”) or any entity controlling, controlled by, or
under common control with a covered adviser (“control affiliate”) that provides
ongoing services to a Fund, if the engagement relates directly to the operations
and financial reporting of the Fund;
•
to implement any policies and procedures for pre-approval of the engagement of
the Auditors as are set forth in this Charter to provide audit or non-audit services
to a Fund and/or to provide non-audit services to a covered adviser or a control
affiliate that provides ongoing services to the Fund, which services relate directly
to the operations and financial reporting of the Fund, provided in either case that
the policies and procedures are detailed as to the particular services covered;
•
to consider whether the provision by the Auditors of non-audit services to a
covered adviser or a control affiliate that provides ongoing services to the Fund,
which services were not required to be pre-approved by the Committees, is
compatible with maintaining the Auditors’ independence;
•
to assess the Auditors’ independence at least annually, in connection with which
the Committees shall receive and review a report by the Auditors disclosing all
relationships that may affect the Auditors’ independence, including the
disclosures required by Public Company Accounting Oversight Board (“PCAOB”)
Rule 3526 or any other applicable auditing standard and any relationships of the
Auditors’ affiliates that could reasonably be thought to bear on the
independence of the Auditors;
•
to receive from, to review and to discuss with the Auditors, and with
Management and other key service providers to the extent the Committees deem
appropriate, the matters about which PCAOB Auditing Standard No. 1301
(Codification of PCAOB Statements on Auditing Standards) (“AS 1301”) requires
communication, including those specifically mentioned in this Charter; provided
that, pursuant to Section 12 of this Charter, the Audit Committee Chair shall
communicate with the Auditors on behalf of the Committees with respect to
matters about which AS 1301 requires communication, and it is the duty of each
member of the Committees to communicate promptly with the Audit Committee
Chair if such member becomes aware of any matters relevant to an audit of a
Fund that is required to be communicated to the Auditors pursuant to AS 1301,
including, but not limited to, violations or possible violations of laws or
regulations;
•
to review the arrangements for and scope of the Funds’ annual audits and any
special audits;
•
to review and approve the fees proposed to be charged to the Funds by the
Auditors for all audit and non-audit services;
•
to meet with, and consider information and comments from, the Auditors with
respect to the Funds’ financial statements and the Funds’ accounting and
financial reporting policies, procedures and internal controls (including the
Funds’ critical accounting policies and practices and any adjustments to a Fund’s
financial statements recommended by the Auditors), and to consider
Management’s responses to any such comments and, to the extent the
Committees deem necessary or appropriate, to promote improvements in the
quality of the Funds’ accounting and financial reporting;
•
to review the form of engagement letter used by the Funds to engage the
Auditors for all audit and non-audit services;
•
to oversee the resolution of any material disagreements between Management
and the Auditors regarding financial reporting that are brought to the
Committees’ attention;
•
to review with the Funds’ principal executive officer and/or principal financial
officer, in connection with their certifications of any filings by the Funds on Form
N-CSR any successor form, any significant deficiencies in the design or operation
of disclosure controls and procedures or material weaknesses therein or in
internal controls over financial reporting and any reported evidence of fraud
involving Management or any other key service providers or any of their
employees who have a significant role in the Funds’ disclosure controls and
procedures;
•
to investigate or initiate investigation of reports of improprieties or suspected
improprieties in connection with the Funds’ accounting or financial reporting;
•
to report their activities to the respective Boards on a regular basis and to make
such recommendations with respect to the matters described above and other
matters as the Committees may deem necessary or appropriate;
•
to inquire of the Auditors and Management as to whether appropriate staffing
levels are being maintained within the audit engagement team, internal
accounting and administration staff; and
•
to perform such other functions and to have such powers as may be necessary or
appropriate in the efficient and lawful discharge of the foregoing.
■
to obtain and review at least annually a report from the Auditors describing (1) the
accounting firm’s internal quality-control procedures, (2) any material issues raised
(a) by the Auditors’ most recent internal quality-control review or peer review or (b)
by any governmental or other professional inquiry or investigation performed
within the preceding five years respecting one or more independent audits carried
out by the firm, and any steps taken to address any such issues, and (3) all
relationships between the Auditors and the Closed-End Fund to assess the
Auditor’s independence;
6
■
to meet to review and discuss with Management the Closed-End Fund’s audited
annual and unaudited semi-annual financial statements, as well as the
annual “Management’s Discussion of Fund Performance” prior to inclusion, in its
Form N-CSR;
■
to discuss any press releases regarding the Closed-End Fund’s investment
performance, distributions and/or other financial information about the Closed-End
Fund, as well as any financial information provided to analysts or rating agencies.
The NYSE Closed-End Fund Committee may discharge this responsibility by
discussing the general types of information to be disclosed by the Fund and the
form of presentation (i.e., a case-by-case review is not required) and need not
discuss in advance each such release of information;
■
to discuss guidelines and policies with respect to risk assessment and risk
management;
■
to review with the Auditors any audit problems or difficulties encountered in the
course of their audit work and Management’s responses thereto;
7
■
to set clear policies for the hiring by the Closed-End Fund of employees or former
employees of the Closed-End Fund’s Auditors, to the extent that the Closed-End
Fund intends to have employees;
■
to report regularly to the Closed-End Fund Board; and
■
to consider whether to recommend to the Board that the audited financial
statements be included in the annual report for the Closed-End Fund.
■
The Chair’s role is to preside at all meetings of the Committees and to act as a
liaison with respect to audit, accounting and related financial matters with the
Auditors, Management, and other Committee members generally between
meetings. Without limiting the generality of the foregoing, the Chair shall
communicate with the Auditors on behalf of the Committees with respect to
matters relevant to the audit under AS 1301, as provided in Section 3(f) of this
Charter.
■
The Chair shall be entitled to receive an additional annual fee in such amount, and
payable in such frequency and manner, determined from time to time by the
Boards, for the additional work and time devoted by the Chair.
1.
As of August 2021, shares of EAD, ERC and ERH were listed on the NYSE American. Although the NYSE
American Company Guide exempts closed-end funds from certain listing requirements, this Charter
has been drafted according to the view expressed by regulators that they may, in fact, apply some of
those requirements to closed-end funds.
2.
One is “financially sophisticated” if that individual qualifies as an “audit committee financial expert”
under Item 3 of Form N-CSR.
3.
As of August 2021, shares of EOD were listed on the NYSE.
4.
“Financial literacy” is generally interpreted to signify the ability to read and understand fundamental
financial statements, including a company’s balance sheet, income statement and cash flow
statement.
5.
One has “accounting or related financial expertise” if that individual qualifies as an “audit committee
financial expert” under the Item 407(d)(5)(ii) of Regulation S-K standard, which is identical to that of
Item 3 of Form N-CSR.
6.
The NYSE Closed-End Fund Committee may evaluate the lead partner of the independent auditor
team.
7.
The NYSE Closed-End Fund Committee may consider and discuss with the Auditors any material
issues on which the national office of the Auditors was consulted by the Closed-End Fund’s audit
team.
8.
Service on multiple boards in the same fund complex is counted as service on one board for the
purposes of this requirement.
Schedule of Pre-Approved Non-Audit Services
(Pre-approval amounts are for each calendar year period)
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Attend Shareholder Meeting
525 Market Street, 12th Floor
San Francisco, CA 94105
on
February 7, 2022
COMMON SHARES
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