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 [ ]
Check the Appropriate Box:
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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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(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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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
6, 2023 at
10:30 a.m. Pacific time, at 525 Market Street, 12th Floor, San
Francisco, California 94105, for the following purposes:
Shareholders of record at the close of business on
December 9, 2022 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, 2022
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 6, 2023 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
866-905-8159 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, 2022 will be first sent to shareholders on or
about
December 31, 2022.
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS
FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON
FEBRUARY 6,
2023.
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, 2022 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.
Isaiah Harris, Jr. and David Larcker and Ms. Olivia Mitchell 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
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Allspring Multi-Sector Income Fund Proxy Statement
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. 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
Allspring Multi-Sector Income Fund Proxy Statement
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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, banks, other institutional holders and individual Shareholders for a
fee of approximately $
2,838. This fee will be borne by the Fund.
Voting Securities and Principal Holders Thereof
Shareholders of record at the close of business on
December 9, 2022 are
entitled to vote at the Meeting or any adjournment thereof to the extent set
forth in this proxy statement. As of
December 9, 2022 the Fund had
outstanding
28,052,156 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 9, 2022. 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.
2,050,471
7.30%
1
Common
Raymond James Financial
Services Advisors, Inc.
1,692,649
6.03%
As of
December 9, 2022, 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
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Allspring Multi-Sector Income Fund Proxy Statement
(“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, 2026; 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 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 I are expected to serve the full term until the 2026 annual
meeting, with the exception of Mr. Larcker, who is expected to retire on
December 31, 2025.
The Board of the Fund proposes the following nominee Trustees for election at
the Meeting:
Nominee Trustee
Class
Expiration of Term if
Elected
Isaiah Harris, Jr.
Class I
2026
1
David F. Larcker
Class I
2026
1
Olivia S. Mitchell
Class I
2026
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, 2022, 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
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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,
and a standing Audit Committee, each of which is made up of the Trustees
listed in the table below.
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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
Class I - Non-Interested Nominee Trustees to serve until 2026 Annual Meeting of
Shareholders
Isaiah
Harris,
Jr., 1952
Trustee,
since
2010;
Audit
Committee
Chair,
since
2019
Retired. Chairman of the Board of
CIGNA Corporation from 2009 to
2021, and Director from 2005 to
2008. From 2003 to 2011,
Director of Deluxe Corporation.
Prior thereto, President and CEO
of BellSouth Advertising and
Publishing Corp. from 2005 to
2007, President and CEO of
BellSouth Enterprises from 2004
to 2005 and President of
BellSouth Consumer Services
from 2000 to 2003. Emeritus
member of the Iowa State
University Foundation Board of
Governors. Emeritus Member of
the Advisory Board of Iowa State
University School of Business.
Advisory Board Member, Palm
Harbor Academy (private school).
Mr. Harris is a certified public
accountant (inactive status).
124
CIGNA
Corporation
(2005-2021)
David F.
Larcker
2
,
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.
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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
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.
124
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.
124
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
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.
124
None
Class III - Non-Interested 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. Vice
Chair of the Economic Club of
Minnesota, since 2007. Co-Chair
of the Committee for a
Responsible Federal Budget,
since 1995. Member of the Board
of Trustees of NorthStar
Education Finance, Inc., a
non-profit organization, since
2007. Senior Fellow of the
University of Minnesota
Humphrey Institute from 1995 to
2017.
124
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
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.
124
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
Pamela
Wheelock,
Trustee,
since
January
2020;
previously
Trustee
from
January
2018
to July
2019
Retired. Executive and Senior
Financial leadership positions in
the public, private and nonprofit
sectors. Interim President and
CEO, McKnight Foundation, 2020.
Interim Commissioner, Minnesota
Department of Human Services,
2019. Chief Operating Officer,
Twin Cities Habitat for Humanity,
2017-2019. Vice President for
University Services, University of
Minnesota, 2012-2016. Interim
President and CEO, Blue Cross
and Blue Shield of Minnesota,
2011-2012. Executive
Vice-President and Chief Financial
Officer, Minnesota Wild,
2002-2008. Commissioner,
Minnesota Department of
Finance, 1999-2002. Chair of the
Board of Directors of Destination
Medical Center Corporation.
Board member of the Minnesota
Wild Foundation.
124
None
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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, 2022
Aggregate Dollar
Range of Equity
Securities in the
Fund Complex as of
October 31, 2022
Non-Interested Nominee Trustees
Isaiah Harris, Jr.
$1-$10,000
Over $100,000
David F. Larcker
$1-$10,000
Over $100,000
Olivia S. Mitchell
$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
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
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 typically 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
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Allspring Multi-Sector Income Fund Proxy Statement
maintaining effective communications with 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 and
an Audit 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 and a standing Audit 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. Each Independent Trustee is a member of
the Fund’s Nominating and Governance Committee and Audit 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
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Nominating and Governance Committee’s consideration, which are set forth in
Appendix A to the 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.
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
0
Nominating and
Governance Committee
Meetings
3
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.
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
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Allspring Multi-Sector Income Fund Proxy Statement
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, and has approved and
periodically reviews written valuation policies and procedures applicable to
valuing the Fund portfolio investments. 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 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
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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 from 2010 to 2018. He served as the Chair of CIGNA
Corporation from 2009 to 2021, and served as a director of CIGNA Corporation
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Allspring Multi-Sector Income Fund Proxy Statement
from 2005 to 2008. He served as a director of Deluxe Corporation from 2003 to
2011. As a director of these and other public companies, he has served on
board committees, including governance, audit and compensation committees.
Mr. Harris served in senior executive positions, including as president, chief
executive officer, vice president of finance and/or chief financial officer, of
operating companies for approximately 20 years. Mr. Harris has been
determined by the Board to be an audit committee financial expert as such term
is defined in the applicable rules of the SEC.
David F. Larcker.
Mr. Larcker has served as a Trustee of the Trusts in the Fund
Complex since 2009 and was an Advisory Board member from 2008 to 2009. He
also served as a trustee of Asset Allocation Trust from 2010 to 2018. Mr. Larcker
is the James Irvin Miller Professor of Accounting at the Graduate School of
Business (Emeritus) of Stanford University. He is also the Morgan Stanley
Director of the Center for Leadership Development and Research and
Co-director of The Rock Center for Corporate Governance at Stanford
University. He has been a professor of accounting for over 30 years. He has
written numerous articles on a range of topics, including managerial
accounting, financial statement analysis and corporate governance.
Olivia S. Mitchell.
Ms. Mitchell has served as a Trustee of the Trusts in the Fund
Complex since 2006 and as Chair of the Nominating and Governance
Committee since 2018. She also served as a trustee of Asset Allocation Trust
from 2010 to 2018. Ms. Mitchell is the International Foundation of Employee
Benefit Plans Professor at the Wharton School of the University of Pennsylvania,
where she is also Professor of Insurance/Risk Management and Business
Economics/Policy. She also serves in senior positions with academic and policy
organizations that conduct research on pensions, retirement, insurance, risk
management, and related topics, including as Executive Director of the Pension
Research Council and Director of the Boettner Center on Pensions and
Retirement Research, both at the University of Pennsylvania. She has taught on
and served as a consultant on economics, insurance, and risk management,
served as Department Chair, advised numerous governmental entities, and
written numerous articles and books on topics including retirement systems,
private and social insurance, and health and retirement policy.
Timothy J. Penny.
Mr. Penny has served as a Trustee of the Trusts in the Fund
Complex and their predecessor funds since 1996, and Chair of the Board of
Trustees since 2018. He also served as a Trustee of Asset Allocation Trust from
2010 to 2018. He has been President and Chief Executive Officer of Southern
Minnesota Initiative Foundation since 2007. He has served as Vice Chair of the
Economic Club of Minnesota since 2007 and as Co-Chair of the Committee for a
Responsible Federal Budget since 1995. He also serves as a member of the
board of another non-profit organization and served as a Senior Fellow of the
University of Minnesota Humphrey Institute from 1995 to 2017. Mr. Penny was a
member of the U.S. House of Representatives for 12 years representing
Southeastern Minnesota’s First Congressional District.
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James G. Polisson.
Mr. Polisson has served as a Trustee of the Trusts in the Fund
Complex since 2018 and was an Advisory Board member in 2017. Mr. Polisson
has extensive experience in the financial services industry, including over 15
years in the ETF industry. From 2015 to July 31, 2017, Mr. Polisson was the Chief
Marketing Officer of Source (ETF) UK Services, Ltd., one of the largest providers
of exchange-traded products in Europe. From 2012 to 2015, Mr. Polisson was
Principal of The Polisson Group, LLC, a management consulting, corporate
advisory and principal investing firm. Prior to 2012, Mr. Polisson was Chief
Executive Officer and Managing Director of Russell Investments’ global ETF
business from 2010 to 2012. He was also a member of the Board of Trustees of
Russell Exchange Traded Funds Trust, where he served as Chairman, President
and Chief Executive Officer from 2011 to 2012. Mr. Polisson also served as Chief
Marketing Officer for Barclays Global Investors from 2000 to 2010, where he led
global marketing for the iShares ETF business.
Pamela Wheelock.
Ms. Wheelock has served as a Trustee of the Trusts in the
Fund Complex since January 2020 and previously from January 2018 until July
2019 and was an Advisory Board member in 2017. Ms. Wheelock has more than
25 years of leadership experience in the private, public and nonprofit sectors.
She is currently Chair of the Board of Directors of Destination Medical Center
Corporation and a Board member of the Minnesota Wild Foundation, where she
previously served as Executive Vice-President and Chief Financial Officer from
2002-2008. She was Interim President of the McKnight Foundation from January
to September 2020. She served as the acting Commissioner of the Minnesota
Department of Human Services from July 2019 through September 2019 and as
a consultant (part-time) of the Minnesota Department of Human Services from
October 2019 through December 2019. Ms. Wheelock was the Chief Operating
Officer of Twin Cities Habitat for Humanity from 2017 through 2019. Prior to
joining Habitat for Humanity in 2017, Ms. Wheelock was the Vice President of
University Services at the University of Minnesota from 2012, where she served
as chief operations officer of the University. She also served as Interim President
and Chief Executive Officer of Blue Cross Blue Shield of Minnesota from 2011 to
2012, Vice President of the Bush Foundation from 2009 to 2011.
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 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.
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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, 2022, including: name, address and year of birth,
position held with the Fund, length of time served and principal occupation(s)
during the past five years or longer, including offices held with Allspring Funds
Management, Allspring Global Investments Holdings, LLC and their affiliated
companies.
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Name, Address and Year
of Birth
Position with Fund
Principal Occupation(s) During Past 5
Years or Longer
Andrew Owen
President, since
2017
President and Chief Executive
Officer of Allspring Funds
Management, LLC since 2017 and
Head of Global Fund Governance of
Allspring Global Investments since
2022. Prior thereto, co-president of
Galliard Capital Management, LLC,
an affiliate of Allspring Funds
Management, LLC, from 2019 to
2022 and Head of Affiliated
Managers, Allspring Global
Investments, from 2014 to 2019 and
Executive Vice President responsible
for marketing, investments and
product development for Allspring
Funds Management, LLC, from 2009
to 2014.
Jeremy 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.
Christopher Baker
Chief
Compliance
Officer, since
2022
Global Chief Compliance Officer for
Allspring Global Investments since
2022.Prior thereto, Chief
Compliance Officer for State Street
Global Advisors from 2018 to 2021.
Senior Compliance Officer for the
State Street divisions of Alternative
Investment Solutions, Sector
Solutions, and Global Marketing from
2015 to 2018.From 2010 to 2015
Vice President, Global Head of
Investment and Marketing
Compliance for State Street Global
Advisors.
Matthew Prasse
Chief Legal
Officer, since
2022; Secretary,
since 2021
Senior Counsel of the Allspring Legal
Department since 2021. Senior
Counsel of the Wells Fargo Legal
Department from 2018 to 2021.
Previously, Counsel for Barings LLC
from 2015 to 2018. Prior to joining
Barings, Associate at Morgan, Lewis
& Bockius LLP from 2008 to 2015.
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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, 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, 2022. 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, 2022, 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
Isaiah Harris, Jr.
$2,939
$364,500
David F. Larcker
$2,669
$331,000
Olivia S. Mitchell
$2,850
$353,500
Non-Interested Trustees
William R. Ebsworth
$2,681
$332,500
Jane A. Freeman
$2,838
$352,000
Timothy J. Penny
$3,310
$410,500
James G. Polisson
$2,681
$332,500
Pamela Wheelock
$2,681
$332,500
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 4 was not
timely filed for a Trustee of the Fund.
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
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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.
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 43006, Providence, Rhode Island 02940-3078.
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, 2022.
The Audit Committee of the Board unanimously recommended the selection of
KPMG, and the Board unanimously approved such selection, at meetings held
on
November 15, 2022.
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
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Allspring Multi-Sector Income Fund Proxy Statement
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.
On
December 15, 2022, the Audit Committee reviewed and discussed with
management the Fund’s audited financial statements for the fiscal year ended
October 31, 2022. 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.
2022
2021
Audit fees
$62,570
$60,310
Audit-related fees
$0
$0
Tax fees
1
$4,565
$4,510
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
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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.
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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Allspring Multi-Sector Income Fund Proxy Statement
Proposals intended to be presented by a Shareholder at the annual meeting of
Shareholders to be held in 2024 must be received by the Fund’s Secretary at the
Fund’s principal executive office by August 31, 2023 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 2024
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 August 31, 2023 and not later than the
close of business on October 2, 2023. 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, 2022
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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
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Allspring Multi-Sector Income Fund Proxy Statement
charges from telephone companies and Internet service providers, that must be
borne by the Shareholders.
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
866-905-8159 (toll free).
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ALLSPRING FUNDS TRUST
Nominating and Governance Committee Membership and Chair
The Nominating and Governance Committee of each Trust (collectively or
individually, as the context requires, 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
Board of Trustees (collectively or individually, as the context requires, the
“Board”) of each Trust shall designate the members of the Committee and the
Chair, after due consideration of recommendations, if any, from the Committee.
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) audit
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Allspring Multi-Sector Income Fund Proxy Statement
committee 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 (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 properly submit 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 and 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 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 background of a candidate and the candidate’s business and
personal connections 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 or other sources 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.
ii. 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
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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. 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 from
the Board in the event that such firm subsequently undertakes such a role for
any registered investment company outside of the Allspring Funds family.
Notwithstanding the foregoing, 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.
iii. 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. 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 such 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
to the Board adding individuals with backgrounds or skill sets that complement,
align with, or 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 to the Board nominations for membership on all
committees of the Board 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, and whether
committees should be combined or reorganized. The Committee shall make
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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.
Chair of the Nominating and Governance Committee
1. Chair of the Nominating and Governance Committee.
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, as may be
determined from time to time by the Board, for the additional duties and
powers, and work and time devoted by the Chair of the Committee.
c. The Chair of the Committee shall serve for a three-year term, which may be
extended with the approval of the Board. However, the Chair shall not serve
more than two consecutive three-year (or longer if extended) terms, unless such
term limit is waived by the Board. This term limit shall not apply to
non-consecutive terms.
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
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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 at least annually 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.
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 may be 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.
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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 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
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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.
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.
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
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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
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:
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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.
8
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.
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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.
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.
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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: November 15, 2022
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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 VOTE IS IMPORTANT
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 the
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 shares of the Fund that the
undersigned would be entitled to vote at the 2023 Annual Meeting of Shareholders of the Fund to be held at 525
Market Street, 12th Floor, San Francisco, California 94105 on
February 6, 2023, 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_33078_120822
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 common 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. Isaiah Harris, Jr. 02. David F. Larcker 03. Olivia S. Mitchell
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 6, 2023
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
(94987D101)
880 Carillon Parkway
St. Petersburg, Florida 33716
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 August 31, 2022, the Fund Complex consisted of 124 funds.
2.
Mr. Larcker is expected to retire on December 31, 2025.
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: 1976
101 Seaport Blvd
Boston, MA 02210
Year of Birth: 1983
1.
As of August 31, 2022, the Fund Complex consisted of 124 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: November 15, 2022
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, independent audits, and
valuation of investments; 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 review and to discuss with Management, the Auditors, and other key
service providers, to the extent the Committees deem appropriate, matters
related to the valuation of investments;
•
to receive from, to review, and to discuss with Management, the Auditors,
and other key service providers, to the extent the Committees deem
appropriate, reports from Allspring Funds Management, LLC and its
affiliates related to the valuation of investments consistent with the Funds’
Procedures for the Valuation of Investments;
•
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.
■
The Chair shall serve for a three-year term, which may be extended with the
approval of the Board. However, the Chair shall not serve more than two
consecutive three-year terms, unless such term limit is waived by the Board.
This term limit shall not apply to non-consecutive terms.
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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