UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-CSR
CERTIFIED SHAREHOLDER REPORT OF REGISTERED
MANAGEMENT INVESTMENT COMPANIES
Investment Company Act file number: 811-21507
Allspring Utilities and High Income Fund
(Exact name of registrant as specified in charter)
1415 Vantage Park Drive, 3rd Floor, Charlotte, NC 28203
(Address of principal executive offices) (Zip code)
Matthew Prasse
Allspring Funds Management, LLC
1415 Vantage Park Drive, 3rd Floor, Charlotte, NC 28203
(Name and address of agent for service)
Registrant’s telephone number, including area
code: 800-222-8222
Date of fiscal year
end: August 31
Date of reporting period: August 31, 2026
ITEM 1. REPORT TO STOCKHOLDERS
Allspring Utilities and High Income Fund (ERH)
Managed Distribution Plan |
Pursuant to an exemptive order issued by the Securities and
Exchange Commission (“Order”), the Fund is authorized to
distribute long-term capital gains to shareholders more frequently than once per year.
Pursuant to the Order, the Fund’s Board of Trustees approved a
Managed Distribution Plan (“MDP”) for the Fund pursuant to which the Fund makes monthly cash distributions to common shareholders, stated in terms of a fixed amount per common share. |
The Fund’s Board has adopted a managed distribution plan for
the Fund at an annual minimum fixed rate of 8% based on the Fund’s
average monthly NAV per share over the prior 12 months. The Fund makes distributions monthly. You should not draw any conclusions about the Fund’s investment performance from the amount of these distributions or from the terms
of the MDP. The MDP will be subject to regular periodic review by the Board and the
Board may amend or terminate the MDP at any time without prior notice to
Fund shareholders. However, at this time there are no reasonably foreseeable circumstances that might cause the termination of the MDP. |
The Fund may distribute more than its income and net realized
capital gains and, therefore, a portion of your distribution may be a
return of capital. A return of capital may occur, for example, when some or all of the money that you invested in the Fund is paid back to you. A return of capital distribution does not necessarily reflect the Fund’s investment performance
and should not be confused with ‘yield’ or
‘income’. |
With each distribution, the Fund will issue a notice to
shareholders and a press release containing information about the amount
and sources of the distribution and other related information. The amounts and sources of distributions reported in the notice and press release are only estimates and are not provided for tax reporting purposes. The actual amounts and
sources of the amounts for tax reporting purposes will depend upon the Fund’s
investment experience during its fiscal year and may be subject to
changes based on tax regulations. The Fund will send you a Form 1099-DIV for the calendar year that will tell you how to report these distributions for federal income tax purposes. |
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On November 13, 2025, the Fund announced a renewal of its
open-market share repurchase program (the “Buyback Program”).
Under the renewed Buyback Program, the Fund may repurchase up to 5% of its outstanding shares in open market transactions during the period beginning on January 1, 2026 and ending on December 31, 2026. The Fund’s Board
of Trustees has delegated to Allspring Funds Management, LLC, the Fund’s adviser,
discretion to administer the Buyback Program, including the determination
of the amount and timing of repurchases in accordance with the best interests of the Fund and subject to applicable legal limitations. |
Notice Regarding 2027 Annual Meeting of Shareholders |
The Fund currently expects to hold its 2027 Annual Meeting of
Shareholders on April 5, 2027. Because the date of the 2027 Annual
Meeting has been advanced by more than 30 days from the anniversary of the Fund’s 2026 Annual Meeting, the deadline for shareholder proposals submitted pursuant to Rule 14a-8 under the Securities Exchange Act of 1934 will be
November 30, 2026. Such proposals must be received at the Fund’s principal
executive offices by that date. |
In addition, pursuant to the Fund’s By-Laws, because the
anticipated mailing date of the notice for the 2027 Annual Meeting has
been advanced by more than 30 days from the anniversary of the mailing date of the notice for the 2026 Annual Meeting, shareholder nominations and other business submitted pursuant to the advance-notice provisions of the
By-Laws must be received no earlier than October 31, 2026, and no later than November
30, 2026. |
The views expressed and any forward-looking statements are as of August 31, 2026, unless
otherwise noted, and are those of the Fund’s portfolio managers and/or Allspring Global Investments. Discussions of individual
securities or the markets generally are not intended as individual recommendations. Future events or results may vary significantly from those
expressed in any forward-looking statements. The views expressed are subject to change at any time in response to changing circumstances in the market.
Allspring Global Investments disclaims any obligation to publicly update or revise any views expressed or forward-looking statements.
Allspring Utilities and High Income Fund | 1
Performance highlights (unaudited)
Performance highlights
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The Fund seeks a high level of current income and moderate capital growth, with an emphasis on providing
tax-advantaged dividend income. |
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The Fund allocates its assets between two separate investment strategies, or sleeves. Under normal market
conditions, the Fund will allocate approximately 70% of its total assets to a sleeve that places a
focus on common, preferred and convertible preferred stocks of utility companies and
approximately 30% of its total assets to a sleeve of U.S. dollar denominated below
investment grade (high yield) debt. |
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Allspring Funds Management, LLC |
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Allspring Global Investments, LLC |
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Kent Newcomb, CFA, Michael J. Schueller, CFA, Andy Smith, CFA |
Average annual total returns (%) as of August 31, 20261 |
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Based on net asset value (NAV) |
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Figures quoted represent
past performance, which is no guarantee of future results, and do not reflect taxes that a shareholder may pay on an investment in a fund. Investment return
and principal value of an investment will fluctuate so that an investor’s shares, when sold, may be worth more or less than their
original cost. Current performance may be lower or higher than the performance data quoted, which assumes the reinvestment of dividends and
capital gains. Performance figures of the Fund do not reflect brokerage commissions that a shareholder would pay on the purchase and sale of
shares. If taxes and such brokerage commissions had been reflected, performance would have been lower. To obtain performance information current to the most recent month-end, please call 1-800-222-8222.
The Fund’s expense ratio for the year ended August 31, 2026, was 2.09% which includes 1.20% of interest expense.
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Total returns based on market value are calculated assuming a purchase of common stock on the first day and a sale on the last day of the period reported. Total returns
based on NAV are calculated based on the NAV at the beginning of the
period and at the end of the period. Dividends and distributions, if any, are assumed for the purposes of these calculations to be reinvested at prices obtained under the Fund’s Automatic Dividend Reinvestment Plan. |
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Source: Allspring Funds Management, LLC. The ERH Blended Index is weighted 70% in the S&P 500 Utilities Index† and 30% in the ICE BofA U.S. High
Yield Constrained Index††. Effective October 15, 2019,
the ERH Blended Index changed the high yield component of the index from the ICE BofA U.S. High Yield Index with the ICE BofA U.S. High Yield Constrained Index in order to better match the Fund’s investment strategy. Copyright 2026. ICE Data Indices, LLC. All rights reserved. You cannot
invest † The S&P 500 Utilities Index is
a market-value-weighted index that measures the performance of all stocks within the utilities sector of the S&P 500 Index. You cannot
invest directly in an index.
†† The ICE BofA U.S. High Yield Constrained Index is a market-value-weighted index of all domestic and Yankee high yield bonds, including deferred interest bonds and
payment-in-kind securities. Issues included in the index have maturities
of one year or more and have a credit rating lower than BBB-/Baa3 but are not in default. The ICE BofA U.S. High Yield Constrained Index limits any individual issuer to a maximum of 2% benchmark exposure. Returns shown are net of transaction costs beginning on
July 1, 2022. You cannot invest directly in an index. Copyright 2026. ICE Data
Indices, LLC. All rights reserved. |
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The Russell 3000® Index measures the performance of the 3,000 largest U.S. companies based on total market capitalization, which represents approximately 98%
of the investable U.S. equity market. You cannot invest directly in an
index. |
CFA® and Chartered Financial Analyst® are trademarks owned by CFA Institute. |
2 | Allspring Utilities and High Income Fund
Performance highlights (unaudited)
Growth of $10,000 investment as of August 31, 20261 |
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The chart compares the performance of the Fund for the most recent ten years with the ERH Blended Index and Russell 3000® Index. The chart assumes a hypothetical
investment of $10,000 and reflects all operating expenses of the
Fund. |
Comparison of NAV vs. market value1 |
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This chart does not reflect any brokerage commissions charged on the purchase and sale of the Fund’s common shares. Dividends and distributions paid by the Fund
are included in the Fund’s average annual total returns but have the effect
of reducing the Fund’s NAV. |
Allspring Utilities and High Income Fund | 3
Performance highlights (unaudited)
Risk summary
Shares of this closed-end fund are only available for purchase and
sale at the current market price on the stock exchange on which it is listed. Shares of the Fund may trade at either a premium or discount relative to the
Fund’s net asset value, and there can be no assurance that any discount will decrease. The values of, and/or the income generated by, securities held by
the Fund may decline due to general market conditions or other factors, including those directly involving the issuers of such securities. Equity securities
fluctuate in value in response to factors specific to the issuer of the security. Debt securities are subject to credit risk and interest rate risk, and high
yield securities and unrated securities of similar credit quality have a much greater risk of default and their values tend to be more volatile than
higher-rated securities with similar maturities. Funds that concentrate their investments in a single industry or sector may face increased risk of price
fluctuation due to adverse developments within that industry or sector. The Fund is also subject to risks associated with any concentration of its investments
in the utility sector. The Fund is leveraged through a revolving credit facility and also may incur leverage by issuing preferred shares in the future. The use
of leverage results in certain risks, including, among others, the likelihood of greater volatility of net asset value and the market price of common shares.
Foreign investments may contain more risk due to the inherent risks associated with changing political climates, foreign market instability, and foreign
currency fluctuations. Derivatives involve additional risks, including interest rate risk, credit risk, the risk of improper valuation, and the risk of noncorrelation to
the relevant instruments they are designed to hedge or closely track.
More detailed information about the Fund’s investment
objective, principal investment strategies and the principal risks associated with investing in the Fund can be found on page 8.
4 | Allspring Utilities and High Income Fund
Performance highlights (unaudited)
MANAGER’S DISCUSSION
The Fund’s return based on market value was 2.02% for the 12-month period that ended August 31, 2026. During the same period, the Fund’s return based on net asset value was 2.55%. The Fund underperformed the ERH Blended Index, which returned 3.76% over the period.
Utilities trailed the S&P 500 Index* but produced positive returns and remain well positioned in case the economy slows.
The Fund’s equity sleeve benchmark, the S&P 500 Utilities Index,
increased approximately 3% for the period, underperforming the S&P 500 Index by more than 17%. Utilities trailed the market as investors favored more
growth-oriented stocks. Forecasts for electricity demand continued to rise, driven in part by rapid growth in data centers that require massive quantities of electricity. This has broadly attracted investors to the sector,
although interest in independent power producers (IPPs) has cooled due to regulatory concerns. Utilities stocks are slightly positive year-to-date despite
the recent increase in bond yields, which is often viewed as a negative for the group.
The equity sleeve managers initiated several new positions. Of
these, PPL Corp., Evergy, Inc., and NiSource, Inc. are regulated utilities that benefit from strong electricity demand in their service territories, driving above-average
earnings growth. Another addition was PG&E Corp. as a defensive play in the event California passed substantive wildfire legislation. Finally, the managers added NRG Energy, Inc., an IPP that should benefit from increased
electricity demand and that trades at an attractive valuation. They also added to positions in two other regulated utilities with accelerating growth rates and another IPP.
The sleeve sold a position in Eversource Energy, which operates in less regulated
environments and pared positions in a few other stocks. The biggest detractor from performance was an overweight position in Vistra Corp., which underperformed as investor sentiment on IPPs sagged on fears that
regulatory gridlock might prevent long-awaited data center contracts from coming to fruition. The most significant contributor was an overweight position in NextEra Energy, Inc., which owns a high-quality utility
franchise in Florida as well as an unregulated electricity generation business that specializes in renewables.
The equity sleeve outlook calls for accelerating growth driven by increased electricity demand.
The equity sleeve managers expect consistent growth in utility earnings and
dividends. Some companies have already increased earnings outlooks and the managers expect additional positive revisions as companies continue to identify incremental investment opportunities. This, combined with a
relatively high dividend yield for the sector, could provide investors with solid total return potential and below-average volatility. They also consider utilities an important source of downside risk protection within a
broader equity portfolio. On a price/earnings basis, the S&P 500 Utilities Index recently traded at more than a 10% discount to the S&P 500 Index versus a 10-year
average premium of about 1%.
Ten largest holdings (%) as of August 31, 20261 |
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Constellation Energy Corp. |
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American Electric Power Co., Inc. |
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Figures represent the percentage of the Fund’s net assets. Holdings are subject to change and may have changed since the date specified. |
Sector allocation as of August 31, 20261 |
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Figures represent the percentage of the Fund’s long-term investments. Allocations are subject to change and may have changed since the date specified. |
Leverage had a negative impact.
The Fund’s use of leverage through bank borrowings had a negative impact on
the NAV total return performance during this reporting period. As of August 31, 2026, the Fund had 21.63% leverage as a percent of total assets.
U.S. high yield bonds benefited from a resilient economy despite rising input costs.
The twelve-month period ending August 31, 2026, was marked by a
generally resilient economic backdrop, although conditions became more
*
The S&P 500 Index consists of 500 stocks chosen for market size, liquidity, and industry group representation. It is a market-value-weighted index with each stock’s weight in the index proportionate to its market value. You cannot invest directly in an index.
Allspring Utilities and High Income Fund | 5
Performance highlights (unaudited)
challenging as the
year progressed. Consumer spending and a stable labor market continued to support growth, while ongoing investment in artificial intelligence and data center infrastructure provided an additional tailwind.
However, inflation moved higher during the period, driven in part by rising energy prices and geopolitical developments, resulting in a more uncertain policy
environment. While the Federal Reserve (Fed) lowered interest rates over the year, investors grew increasingly focused on the potential impact of persistent inflation and softer consumer activity. Even so,
corporate fundamentals remained broadly supportive, helping credit markets navigate a period of heightened volatility and shifting
macroeconomic
expectations.
Credit quality as of August 31, 20261 |
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The credit quality distribution of portfolio holdings reflected in the chart is based on ratings from Standard & Poor’s, Moody’s Investors Service,
and/or Fitch Ratings Ltd. Credit quality ratings apply to the underlying
holdings of the Fund and not to the Fund itself. The percentages of the
portfolio with the ratings depicted in the chart are calculated based on the
market value of fixed income securities held by the Fund. If a security
was rated by all three rating agencies, the middle rating was utilized. If
rated by two of the three rating agencies, the lower rating was utilized,
and if rated by one of the rating agencies, that rating was utilized.
Standard & Poor’s rates the creditworthiness of bonds, ranging
from AAA (highest) to D (lowest). Ratings from A to CCC may be modified by
the addition of a plus (+) or minus (-) sign to show relative standing within the rating
categories. Standard & Poor’s rates the creditworthiness of
short-term notes from SP-1 (highest) to SP-3 (lowest). Moody’s rates
the creditworthiness of bonds, ranging from Aaa (highest) to C (lowest).
Ratings Aa to B may be modified by the addition of a number 1 (highest) to
3 (lowest) to show relative standing within the ratings categories.
Moody’s rates the creditworthiness of short-term U.S. tax-exempt
municipal securities from MIG 1/VMIG 1 (highest) to SG (lowest). Fitch
rates the creditworthiness of bonds, ranging from AAA (highest) to D
(lowest). Credit quality distribution is subject to change and may have changed
since the date specified. |
U.S. high yield credit delivered a positive total return of 4.78% over the period
(ICE BofA U.S. High Yield Index),* supported by the tailwind of Fed rate cuts and an attractive carry environment, even as the macroeconomic backdrop
became more uncertain toward period end. Healthcare and Metals & Mining were the strongest-performing sectors, while Cable and Packaging & Paper lagged. Performance was notably bifurcated across the
quality spectrum. Single-B rated credits led the market, benefiting from higher coupon income and continued investor demand for incremental yield in a
declining rate environment. CCC-rated credits, by contrast, significantly lagged as investors became increasingly selective amid rising cost pressures and concerns surrounding the refinancing prospects of more highly
leveraged issuers. The divergence between Single-B and CCC performance underscores a market that rewarded yield and credit selection, rather than indiscriminate risk-taking.
Security selection contributed to performance.
Technology and Healthcare remained in the portfolio’s top three largest sector allocations at period end, while Retailers replaced Cable &
Satellite from one year earlier. The biggest contributors to performance on a relative basis for the 12-month period ending August 31, 2026 were
Cablevision,** Saks Global,** and not owning LABL,
Inc. The biggest detractors from performance were Hubbard Radio,** Sabre Global,** and
Cornerstone Building Brands.**
Geographic allocation as of August 31, 20261 |
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Figures represent the percentage of the Fund’s long-term investments. Allocations are subject to change and may have changed since the date specified. |
The high yield outlook is positive.
Issuer fundamentals are healthy and the high yield bond default rate remains
subdued. Market technicals are generally supportive and indicative of an appetite for yield, however, concerns of forthcoming debt issuance tied to AI infrastructure are notable. With spreads near historic tights, valuations are
rich, suggesting forward returns will be carry-driven.
Pursuant to an exemptive order
issued by the Securities and Exchange Commission (the “Order”), the Fund is authorized to distribute long-term capital gains to shareholders more frequently than once per year. Pursuant to the Order,
the Fund’s Board of Trustees approved a managed distribution plan pursuant to which the Fund makes monthly cash distributions to common shareholders. The Fund’s managed
distribution plan had no effect on the Fund’s investment strategy during the year ended August 31, 2026 and is not expected to have such an effect in
future periods. If distributions exceed Fund returns, they will cause its NAV per share to erode. Shareholders should not draw any conclusions
*
The ICE BofA U.S. High Yield Index is a market-capitalization-weighted index of domestic
and Yankee high yield bonds. The index tracks the performance of high yield securities traded in the U.S. bond market. You cannot invest directly in an index. Returns shown
are net of transaction costs beginning on July 1, 2022. Copyright 2026. ICE Data Indices, LLC. All rights reserved.
**
This security was no longer held at the end of the reporting period.
6 | Allspring Utilities and High Income Fund
Performance highlights (unaudited)
about the
Fund’s investment performance from the amount of its distribution or from the terms of its managed distribution plan. For the year ended August 31, 2026, the Fund’s total distributions were $1.02 per share.
The Fund’s distributions may be comprised of amounts characterized for federal income tax purposes as qualified and non-
qualified ordinary
dividends, capital gains and non dividend distributions, also known as return of capital distributions. The federal income tax character of distributions is determined after the end of the calendar year and reported to
shareholders on Form 1099-DIV.
Allspring Utilities and High Income Fund | 7
Objective, strategies and risks
Objective, strategies and
risks
The Fund seeks a high level of current income and moderate capital
growth, with an emphasis on providing tax-advantaged dividend income. The Fund’s investment objective is a fundamental policy and may not be changed
without the approval of a majority of the outstanding voting securities (as defined in the 1940 Act) of the Fund.
Principal Investment Strategies
The Fund allocates its assets between two separate investment
strategies, or sleeves. Under normal market conditions, the Fund invests at least 80% of its net assets in common, preferred and convertible preferred stocks
of utility companies and U.S. dollar-denominated below investment-grade bonds, debentures, and other income obligations. To the extent the Fund uses
derivatives, when such instruments provide investment exposure to the investments set forth in this 80% strategy or exposure to one or more market risk factors
associated with such investments, the Fund may include such derivatives in complying with the 80% requirement.
We define stocks of utility companies to be stocks issued by
companies that are within the utilities sector. We define below-investment grade bonds, debentures and other income obligations as debt obligations rated
BB+/Ba1 and below (or the equivalent rating) from Moody’s, Fitch or S&P; when a
rating is available from all three agencies, the middle rating is used, when a rating is available from only two agencies, the lower is used, if only one
agency rates a bond, that rating is used.
Equity sleeve. Under normal market conditions, the Fund allocates approximately
70% of its total assets to an investment strategy that focuses on common, preferred and convertible preferred stocks of utility companies (“equity
sleeve”). Utility companies may include, for example, companies that provide basic services such as water, sewage, and the transmission, generation and
distribution of electricity and transmission and distribution of natural gas. The Fund may invest this portion of assets in companies across all market
capitalizations.
We focus on dividend-paying
companies that we expect to pay and increase dividends consistently. Our process applies a rigorous analytical methodology to all of our investment decisions,
which might include the following analyses of a company and its stock: cash
flow analysis, debt levels, discipline of company management, relative and absolute valuation levels and dividend yield. In selecting companies, we begin with
a screen of a broad universe of equity securities that looks first, but not exclusively, at dividend yield, dividend growth potential, and market
capitalization. In addition, a review of company fundamentals, such as valuation, earnings growth, and financial condition, helps the portfolio managers focus
on companies with dividends that appear reasonably sustainable with potential for moderate dividend growth. We seek to provide tax-advantaged income by
investing in securities that offer qualified dividends and attempt to maintain a low portfolio turnover in order to moderate realized capital gains.
We regularly review the investments of the equity sleeve and may sell
a holding when there is deterioration in the underlying fundamentals of the business, dividend growth is no longer expected or there is the possibility of a
dividend cut, the stock price reflects full or overvaluation, it has achieved its valuation target or we have identified a more attractive investment
opportunity.
Material Changes
During the fiscal year ended August 31, 2026: There were no material changes to the equity sleeve during the fiscal year ended August 31, 2026.
High Yield Bond Sleeve. Under normal market conditions, the Fund allocates approximately 30% of its total assets to an investment strategy that focuses on U.S. dollar-denominated below investment-grade bonds, debentures, and other income obligations (often called “high yield” securities or “junk bonds”). We may invest in below investment-grade debt securities of any credit quality. This portion of the Fund invests in high yield securities rated between and including B3 and Ba1 by Moody’s or B- and BB+ by S&P or, if unrated, that are deemed by us to be of comparable quality at the time of
purchase. This portion of the Fund’s portfolio targets securities with a minimum rating of B to BB at the time of purchase and attempts to maintain a
weighted average credit quality with respect to the high yield securities of B to BB. This portion of the Fund will not purchase high yield securities with a
rating of CCC or below, although the Fund may hold such securities as a result of a downgrade in ratings subsequent to their purchase. No more than 10% of this portion of the Fund’s assets may be invested in securities that are rated CCC or below or are unrated.
Securities in the Fund’s high yield bond sleeve may be issued
by domestic or foreign issuers (including foreign governments), and may include securities of emerging market issuers. The Fund may invest in non-investment-grade securities
of any credit quality at the time of purchase.
The Fund’s high yield securities may have fixed or variable principal payments and all types of interest rate and dividend payment
and reset terms, including fixed rate, adjustable rate, contingent, deferred, payment in kind and auction rate features. The Fund’s weighted average
duration range for high yield U.S. debt securities is six years or less.
The Fund’s high yield sleeve is managed following a rigorous investment process that emphasizes both quality and value. The
research driven approach includes both a top-down review of macroeconomic factors and intensive, bottom-up scrutiny of individual securities. We consider both
broad economic and issuer specific factors in selecting the high yield portfolio. In assessing the appropriate maturity and duration for the Fund’s high
yield sleeve and the
8 | Allspring Utilities and High Income Fund
Objective, strategies and risks
credit quality
parameters and weighting objectives for each sector and industry in this portion of the Fund’s portfolio, we consider a variety of factors that are
expected to influence the economic environment and the dynamics of the high yield market. These factors include fundamental economic indicators, such as
interest rate trends, the rates of economic growth and inflation, the performance of equity markets, commodities prices, Federal Reserve monetary policy and
the relative value of the U.S. dollar compared to other currencies. Once we determine the preferable portfolio characteristics, we conduct further evaluation
to determine capacity and inventory levels in each targeted industry. We also identify any circumstances that may lead to improved business conditions, thus
increasing the attractiveness of a particular industry. We select individual securities based upon the terms of the securities (such as yields compared to U.S.
Treasuries or comparable issues), liquidity, rating, sector and issuer diversification. We also employ due diligence and fundamental research to assess an
issuer’s credit quality, taking into account financial condition and profitability, future capital needs, potential for change in rating, industry outlook, the
competitive environment and management ability.
The
analysis of issuers may include, among other things, historic and current financial conditions, current and anticipated cash flow and borrowing requirements,
value of assets in relation to historical costs, strength of management, responsiveness to business conditions, credit standing, the company’s leverage
versus industry norms and current and anticipated results of operations. While we consider as one factor in our credit analysis the ratings assigned by the rating services,
we perform our own independent credit analysis of issuers.
In making decisions for the high yield sleeve, we rely on the knowledge, experience and judgment of our team who have access to a wide variety of research. We apply a strict sell discipline, which is as important as purchase criteria in determining the performance of this portion of this portfolio. We routinely meet to review profitability outlooks and discuss any deteriorating business fundamentals, as well as consider changes in equity valuations and market perceptions before selling securities.
In other than normal market conditions, when changing economic conditions and other factors cause the yield difference between lower rated and higher rated securities to narrow, the high yield bond sleeve may purchase higher rated U.S. debt instruments if we believe that the risk of loss of income and principal may be reduced substantially with only a relatively small reduction in yield.
We regularly review the investments of the portfolio and may sell a portfolio holding when it has achieved its valuation target, there is
deterioration in the underlying fundamentals of the business, or we have identified a more attractive investment opportunity.
Material Changes During the fiscal year ended
August 31, 2026: There were no material changes to the high yield sleeve during the fiscal year ended August 31, 2026.
The Fund’s Overall Portfolio. We monitor the weighting of each investment strategy within the Fund’s portfolio on an ongoing basis and rebalance the Fund’s assets when we determine that such a rebalancing is necessary to align the portfolio in accordance with the investment strategies described above. From time to time, we may make adjustments to the weighting of each investment strategy. Such adjustments would be based on our review and consideration of the expected returns for each investment strategy and would factor in the stock, bond and money markets, interest rate and corporate earnings growth trends, and economic conditions which support changing investment opportunities.
The Fund may invest up to 25% of its total assets in foreign securities.
The investment policies of the Fund described above are
non-fundamental and may be changed by the Board of Trustees of the Fund so long as shareholders are provided with at least 60 days prior written notice of any change to the
extent required by the rules under the 1940 Act.
Other
Investment Techniques and Strategies
Foreign Currency Transactions. The Fund may engage in foreign currency
transactions for the purpose of hedging against foreign exchange risk arising from the Fund’s investment or anticipated investment in securities
denominated in foreign currencies. The Fund also may enter into these contracts for purposes of increasing exposure to a foreign currency or to shift exposure to foreign
currency fluctuations from one country to another.
Preferred Shares. The Fund may invest in preferred shares. Preferred shares are
equity securities, but they have many characteristics of fixed income securities, such as a fixed dividend payment rate and/or a liquidity preference over the
issuer’s common shares. However, because preferred shares are equity securities, they may be more susceptible to risks traditionally associated with equity investments
than the Fund’s fixed income securities.
Loans. The Fund may invest in direct debt instruments which are interests in
amounts owed to lenders by corporate or other borrowers. The Fund may invest up to 10% of its total assets in corporate loans. The loans in which the Fund
invests primarily consist of direct obligations of a borrower. The Fund may invest in a loan at origination as a co-lender or by acquiring in the secondary
market participations in, assignments of or novations of a corporate loan. By purchasing a participation, the Fund acquires some or all of the interest of a
bank or other lending institution in a loan to a borrower. The participations typically will result in the Fund having a contractual relationship only with the
lender, not the borrower. The Fund will have the right to receive payments of principal, interest and any fees to which it is entitled only from the lender
selling the participation and only upon receipt by the lender of the payments from the borrower. Many such loans are secured, although some may be unsecured.
Loans that are fully secured offer the Fund more protection than an unsecured loan in the event of non-payment of scheduled interest or principal. However,
there is no assurance that the liquidation of collateral from a secured loan would satisfy the corporate borrower’s obligation, or that the collateral
can be liquidated. Direct debt instruments may involve a risk of loss in case of default or insolvency of the borrower and may offer less legal protection to
the Fund in the event of fraud or
Allspring Utilities and High Income Fund | 9
Objective, strategies and risks
misrepresentation.
In addition, loan participations involve a risk of insolvency of the lending bank or other financial intermediary. The markets in loans are not regulated by federal
securities laws or the U.S. Securities and Exchange Commission.
Structured Securities. The Fund may invest in structured securities. The value
of the principal and/or interest on such securities is determined by reference to changes in the value of specific currencies, interest rates, commodities,
indices or other financial indicators (“Reference”) or the relative change in two or more References. The interest rate or the principal amount
payable upon maturity or redemption may be increased or decreased depending upon changes in the Reference. The terms of the structured securities may provide
in certain circumstances that no principal is due at maturity and, therefore, may result in a loss of the Fund’s investment. Changes in the interest rate
or principal payable at maturity may be a multiple of the changes in the value of the Reference. Consequently, structured securities may entail a greater
degree of market risk than other types of fixed income securities.
U.S. Government Securities. The Fund may
invest in U.S. government securities, including debt securities issued or guaranteed by the U.S. Treasury, U.S. Government agencies or government-sponsored
entities. These securities may have fixed, floating or variable rate and also include mortgage-backed securities.
Other Investment Companies. The Fund may invest in other investment companies to the extent permitted under the Investment Company Act of 1940, as amended, and the rules, regulations, and exemptive orders thereunder. The Fund, as a holder of the securities of other investment companies, will bear its pro rata portion of the other investment companies’ expenses, including advisory fees. These expenses are in addition to the direct expenses of the Fund’s own operations.
Defensive and Temporary Investments. Under unusual market or economic
conditions or for temporary defensive purposes, the Fund may invest up to 100% of its total assets in securities issued or guaranteed by the U.S. government or
its instrumentalities or agencies, certificates of deposit, bankers’ acceptances and other bank obligations, commercial paper rated in the highest
category by a nationally recognized statistical rating organization or other fixed income securities deemed by us to be consistent with a defensive posture, or
may hold cash. To the extent the Fund implements defensive strategies, it may be unable to achieve its investment objective.
Derivatives. The Fund may purchase and sell derivative instruments such as exchange-listed and over-the-counter put and call options on securities, financial futures, equity, fixed-income and interest rate indices, and other financial instruments, purchase and sell financial futures contracts and options thereon, and enter into various interest rate transactions such as swaps, caps, floors or collars. The Fund also may purchase derivative instruments that combine features of these instruments. Collectively, all of the above are referred to as “derivatives.” The Fund generally seeks to use derivatives as a portfolio management or hedging technique to seek to protect against possible adverse changes in the market value of securities held in or to be purchased for the Fund’s portfolio, protect the value of the Fund’s portfolio, facilitate the sale of certain securities for investment purposes, manage the
effective interest rate exposure of the Fund, manage the effective maturity or duration of the Fund’s portfolio, or establish positions in the
derivatives markets as a temporary substitute for purchasing or selling particular securities. The Fund may invest up to 10% of its total assets in futures and
options on securities and indices and in other derivatives. In addition, the Fund may enter into interest rate swap transactions with respect to the total
amount the Fund is leveraged in order to hedge against adverse changes in interest rates affecting dividends payable on any preferred shares or interest
payable on borrowings constituting leverage. In connection with any such swap transaction, the Fund will segregate liquid securities in the amount of its
obligations under the transaction. The Fund generally does not anticipate using derivatives for non-hedging purposes, but in the event we use derivatives for
non-hedging purposes, no more than 10% of the Fund’s total assets will be committed to initial margin for derivatives for such purposes.
Repurchase Agreements. The Fund may enter into repurchase agreements with broker-dealers, member banks of the Federal Reserve System and other financial institutions. Repurchase agreements are arrangements under which the Fund purchases securities and the seller agrees to repurchase the securities within a specific time and at a specific price. We review and monitor the creditworthiness of any institution which enters into a repurchase agreement with the Fund. The counterparty’s obligations under the repurchase agreement are collateralized with U.S. Treasury and/or agency obligations with a market value of not less than 100% of the obligations, valued daily. Collateral is held by the Fund’s custodian in a segregated, safekeeping account for the benefit of the Fund. Repurchase agreements afford the Fund an opportunity to earn income on temporarily available cash at low risk. In the event that the counterparty to a repurchase agreement is unwilling or unable to fulfill its contractual obligations to repurchase the underlying security, the Fund may lose money, suffer delays, or incur costs arising from holding or selling the underlying security.
Portfolio Turnover. It is the policy of the Fund not to engage in trading for short-term profits although portfolio turnover is not considered a limiting factor in the execution of investment decisions for the Fund.
Leverage. The Fund may borrow money from banks or financial institutions.
Although it has no current intention to do so, the Fund also reserves the flexibility to issue preferred shares and debt securities for leveraging purposes.
The Fund also may borrow money as a temporary measure for extraordinary or emergency purposes, including the payment of dividends and the settlement of
securities transactions which otherwise might require untimely dispositions of the Fund’s holdings. The Fund will not borrow or issue preferred shares
if, immediately after such borrowing or issuance, total leverage for the Fund exceeds 38% of the Fund’s total assets. The Fund may also borrow through
reverse repurchase agreements (up to 20% of its total assets). Reverse repurchase agreements involve the sale of a security by the Fund to another party
(generally a bank or dealer) in return for cash and an agreement by the Fund to buy the security back at a specified price and time. When the Fund leverages
its assets, the fees paid to us for investment advisory and management services will be higher than if the Fund did not leverage because our fees are
calculated based on the Fund’s total assets
10 | Allspring Utilities and High Income Fund
Objective, strategies and risks
including the
proceeds of the issuance of preferred shares or any other amounts representing leverage. Consequently, the Fund’s investment adviser may have differing interests than
the Fund in determining whether to leverage the Fund’s assets. The Board of Trustees monitors this potential conflict.
An investment in the Fund may lose money, is not a deposit of a bank, is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other governmental agency, and is primarily subject to the risks briefly summarized below.
Market Risk. The values of, and/or the
income generated by, securities held by a Fund may decline due to general market conditions or other factors, including those directly involving the issuers of
such securities. Securities markets are volatile and may decline significantly in response to adverse issuer, regulatory, political, or economic developments.
Different sectors of the market and different security types may react differently to such developments. Political, geopolitical, natural and other events,
including war, terrorism, trade disputes, government shutdowns, market closures, inflation, natural and environmental disasters, epidemics, pandemics and other
public health crises and related events have led, and in the future may lead, to economic uncertainty, decreased economic activity, increased market volatility
and other disruptive effects on U.S. and global economies and markets. Such events may have significant adverse direct or indirect effects on a Fund and its
investments. In addition, economies and financial markets throughout the world are becoming increasingly interconnected, which increases the likelihood that
events or conditions in one country or region will adversely impact markets or issuers in other countries or regions.
Equity Securities Risk. The values of equity securities may experience periods of substantial price volatility and may decline significantly over short time periods. In general, the values of equity securities are more volatile than those of debt securities. Equity securities fluctuate in value and price in response to factors specific to the issuer of the security, such as management performance, financial condition, and market demand for the issuer’s products or services, as well as factors unrelated to the fundamental condition of the issuer, including general market, economic and political conditions. Investing in equity securities poses risks specific to an issuer, as well as to the particular type of company issuing the equity securities. For example, investing in the equity securities of small- or mid-capitalization companies can involve greater risk than is customarily associated with investing in stocks of larger, more-established companies. Different parts of a market, industry and sector may react differently to adverse issuer, market, regulatory, political, and economic developments. Negative news or a poor outlook for a particular industry or sector can cause the share prices of securities of companies in that industry or sector to decline. This risk may be heightened for a Fund that invests a substantial portion of its assets in a particular industry or sector.
Utility Securities Risk. Investments in utility sectors include the unique risks associated with decreases in the demand for utility company products and services, increased competition resulting from deregulation, and rising energy costs, among others. Such developments also could cause utility companies such as water, gas and electric companies, to reduce the dividends they pay on their stock, potentially decreasing the dividends you receive from the Fund. Water, gas and electric companies typically borrow heavily to support continuing operations. Increases in interest rates could increase these utility companies’ borrowing costs, which could adversely impact their financial results and stock price, and ultimately the value of and total return on your Fund shares.
Industry Concentration Risk. A Fund that concentrates its investments in an
industry or group of industries is more vulnerable to adverse market, economic, regulatory, political or other developments affecting such industry or group of industries
than a fund that invests its assets more broadly.
Debt Securities Risk. Debt securities are subject to credit risk and interest
rate risk. Credit risk is the possibility that the issuer or guarantor of a debt security may be unable, or perceived to be unable or unwilling, to pay
interest or repay principal when they become due. In these instances, the value of an investment could decline and the Fund could lose money. Credit risk
increases as an issuer’s credit quality or financial strength declines. The credit quality of a debt security may deteriorate rapidly and cause
significant deterioration in the Fund’s net asset value. Interest rate risk is the possibility that interest rates will change over time. When interest
rates rise, the value of debt securities tends to fall. The longer the terms of the debt securities held by a Fund, the more the Fund is subject to this risk.
If interest rates decline, interest that the Fund is able to earn on its investments in debt securities may also decline, which could cause the Fund to reduce
the dividends it pays to shareholders, but the value of those securities may increase. Some debt securities give the issuers the option to call, redeem or
prepay the securities before their maturity dates. If an issuer calls, redeems or prepays a debt security during a time of declining interest rates, the Fund
might have to reinvest the proceeds in a security offering a lower yield, and therefore might not benefit from any increase in value as a result of declining
interest rates. Very low or negative interest rates may magnify interest rate risk. Changing interest rates, including rates that fall below zero, may have
unpredictable effects on markets, may result in heightened market volatility and may detract from Fund performance to the extent the Fund is exposed to such
interest rates. Interest rate changes and their impact on the Fund and its share price can be sudden and unpredictable. Changes in market conditions and
government policies may lead to periods of heightened volatility in the debt securities market, reduced liquidity Fund investments and an increase in Fund
redemptions.
High Yield
Securities Risk. High yield securities and unrated securities of similar credit quality (commonly known as “junk bonds”) are considered speculative and have a much greater risk of default (or in the case of bonds currently in default, of not returning principal) and their values tend to be more volatile than higher-rated securities with similar maturities. Additionally, these securities tend to be less liquid and more difficult to value than higher-rated securities.
Leverage Risk. The use of leverage through the issuance of preferred shares
and/or debt securities, or from borrowing money, may result in certain risks to the Fund. Leveraging is a speculative technique, and there are special risks
involved, including the risk that downside outcomes for common
Allspring Utilities and High Income Fund | 11
Objective, strategies and risks
shareholders are
magnified as a result of losses and declines in value of portfolio securities purchased with borrowed money. In addition, the costs of the financial leverage
may exceed the income from investments made with such leverage, interest rates or dividends payable on the financial leverage may affect the yield and
distributions to the common shareholders, and the net asset value and market value of common shares may be more volatile than if the Fund had not been
leveraged. The use of leverage may cause the Fund to have to liquidate portfolio positions when it may not be advantageous to do so. There can be no assurance that any
leveraging strategies will be successful.
Certain
transactions, such as derivatives, also may give rise to a form of economic leverage. Because many derivatives have a leverage component (i.e., a notional
value in excess of the assets needed to establish and/or maintain the derivative position), adverse changes in the value or level of the underlying asset, rate or index may
result in a loss substantially greater than the amount invested in the derivative itself.
Anti-takeover Provisions Risk. The Fund’s Agreement and Declaration of
Trust and By-laws include provisions that could limit the ability of other entities or persons to acquire control of the Fund or to change the composition of
its Board of Trustees. Such provisions could limit the ability of shareholders to sell their shares at a premium over prevailing market prices by discouraging
a third party from seeking to obtain control of the Fund. These provisions include staggered terms of office for the Trustees, advance notice requirements for
shareholder proposals, and supermajority voting requirements for open-ending the Fund or a merger, liquidation, asset sale or similar transactions.
Closed-end Fund Risk. Closed-end funds involve investment risks different from those associated with other investment companies. Shares of closed-end funds frequently trade at either a premium or discount relative to their net asset value (“NAV”). There can be no assurance that the discount will decrease. It is possible that a market discount may increase and the Fund may suffer realized or unrealized capital losses due to further decline in the market price of the securities held by the Fund, thereby adversely affecting the NAV of the Fund’s shares. Similarly, there can be no assurance that the Fund’s shares will trade at a premium, will continue to trade at a premium or that the premium will not decrease over time. The Fund’s shares are designed
primarily for long-term investors, and the Fund should not be viewed as a vehicle for short-term trading purposes.
Convertible Securities Risk. A convertible security has characteristics of both equity and debt securities and, as a result, is exposed to risks that are typically associated with both types of securities. The market value of a convertible security tends to decline as interest rates increase but also tends to reflect changes in the market price of the common stock of the issuing company. A convertible security is also exposed to the risk that an issuer is unable to meet its obligation to make dividend or interest and principal payments when due as a result of changing financial or market conditions. In the event of a liquidation of the issuer, holders of a convertible security would generally be paid only after holders of any senior debt obligations. A Fund may be forced to convert a convertible security before it would otherwise choose to do so, which may decrease the Fund’s return.
Derivatives Risk. The use of derivatives, such as futures, options and swap agreements, presents risks different from, and possibly greater than, the risks associated with investing directly in traditional securities. The use of derivatives can lead to losses because of adverse movements in the price or value of the derivatives’ underlying assets, indexes or rates and the derivatives themselves, which may be magnified by certain features of the derivatives. These risks are heightened when derivatives are used to enhance a Fund’s return or as a substitute for a position or security, rather than solely to hedge (or mitigate) the risk of a position or security held by the Fund. The success of a derivative strategy will be affected by the portfolio manager’s ability to assess and predict market or economic developments and their impact on the derivatives’ underlying assets, indexes or reference rates, as well as the derivatives themselves. Certain derivative instruments may become illiquid and, as a result, may be difficult to sell when the portfolio manager believes it would be appropriate to do so. Certain derivatives create leverage, which can magnify the impact of a decline in the value of their underlying assets, indexes or reference rates, and increase the volatility of the Fund’s net asset value. Certain derivatives (e.g., over-the-counter swaps) are also subject to the risk that the counterparty to the derivative contract will be unwilling or unable to fulfill its contractual obligations, which may cause a Fund to lose money, suffer delays or incur costs arising from holding or selling an underlying asset. Changes in laws or regulations may make the use of derivatives more costly, may limit the availability of derivatives, or may otherwise adversely affect the use, value or performance of derivatives.
Foreign Currency Risk. The Fund may invest in non-dollar-denominated investments. The Fund may be limited in its ability to hedge the value of its non-dollar denominated investments against currency fluctuations. As a result, a decline in the value of currencies in which the Fund’s investments are denominated against the dollar will result in a corresponding decline in the dollar value of the Fund’s assets. These declines will in turn affect the Fund’s
income and net asset value.
Foreign Investment Risk. Foreign investments may be subject to lower liquidity,
greater price volatility and risks related to adverse political, regulatory, market or economic developments. Foreign companies may be subject to significantly
higher levels of taxation than U.S. companies, including potentially confiscatory levels of taxation, thereby reducing the earnings potential of such foreign
companies. Foreign investments may involve exposure to changes in foreign currency exchange rates. Such changes may reduce the U.S. dollar value of the
investments. Foreign investments may be subject to additional risks, such as potentially higher withholding and other taxes, and may also be subject to greater
trade settlement, custodial, and other operational risks than domestic investments. Certain foreign markets may also be characterized by less stringent
investor protection and disclosure standards.
Growth/Value Investing Risk. Securities that exhibit certain characteristics,
such as growth characteristics or value characteristics, tend to perform differently and shift into and out of favor with investors depending on changes in
market and economic sentiment and conditions. As a result, a Fund’s performance may at times be worse than the performance of other mutual funds that
invest more broadly or in securities that exhibit different characteristics.
12 | Allspring Utilities and High Income Fund
Objective, strategies and risks
Investment Risk. An
investment in the Fund is subject to investment risk, including the possible loss of the entire principal amount that you invest. Your investment in the Fund
represents an indirect investment in the securities owned by the Fund. The value of these securities may increase or decrease, at times rapidly and
unexpectedly. Your investment in the Fund may at any point in the future be worth less than your original investment even after taking into account the reinvestment of
dividends and distributions.
Issuer
Risk. The value of corporate income-producing securities may decline for a number of reasons which directly relate to the issuer, such as management performance, financial leverage and reduced demand for the issuer’s goods and services.
Loan Risk. Loans may be unrated, less liquid and more difficult to value than traditional debt securities. Loans may be made to finance highly leveraged corporate operations or acquisitions. The highly leveraged capital structure of the borrowers in such transactions may make such loans especially vulnerable to adverse changes in financial, economic or market conditions. Loans generally are subject to restrictions on transfer, and only limited opportunities may exist to sell such loans in secondary markets. As a result, a Fund may be unable to sell loans at a desired time or price. If the Fund acquires only an assignment or a participation in a loan made by a third party, the Fund may not be able to control amendments, waivers or the exercise of any remedies that a lender would have under a direct loan and may assume liability as a lender.
Market Capitalization Risk. The Fund may
invest the portion of its assets invested in utility securities in securities of companies of all market capitalizations. Stocks fall into three broad market
capitalization categories—large, medium and small. Investing primarily in one category carries the risk that due to current market conditions that
category may be out of favor with investors. If valuations of large capitalization companies appear to be greatly out of proportion to the valuations of small
or medium capitalization companies, investors may migrate to the stocks of small- and mid-sized companies causing a fund that invests in these companies to
increase in value more rapidly than a fund that invests in larger, fully-valued companies. Investing in medium and small capitalization companies may be
subject to special risks associated with narrower product lines, more limited financial resources, smaller management groups or greater dependence on a few key
employees, and a more limited trading market for their stocks as compared to larger capitalization companies. As a result, stocks of small and medium
capitalization companies may decline significantly in market downturns or their value may fluctuate more sharply than other securities.
Market Price of Shares Risk. Whether investors will realize a gain or loss upon the sale of the Fund’s common shares will depend upon whether the market value of the shares at the time of sale is above or below the price the investor paid, taking into account transaction costs, for the shares and is not directly dependent upon the Fund’s net asset value. Because the market value of the Fund’s shares will be determined by factors such as the relative demand for and supply of the shares in the market, general market conditions and other factors beyond the control of the Fund, the Fund cannot predict whether its common shares will trade at, below or above net asset value, or below or above the initial offering price for the shares.
Preferred Stock Risk. The Fund may purchase preferred stock. Preferred stock, unlike common stock, has a stated dividend rate payable from the corporation’s earnings. Preferred stock dividends may be cumulative or non-cumulative, participating, or auction rate. “Cumulative” dividend provisions
require all or a portion of prior unpaid dividends to be paid. If interest rates rise, the fixed dividend on preferred stocks may be less attractive, causing
the price of preferred stocks to decline. Preferred stock may have mandatory sinking fund provisions, as well as call/redemption provisions prior to maturity,
which can be a negative feature when interest rates decline. The rights of preferred stock on distribution of a corporation’s assets in the event of a
liquidation are generally subordinate to the rights associated with a corporation’s debt securities.
Other Risks. Risks Associated with Exceedance of Concentration or Diversification Limits. Although the Fund has fundamental investment policies to be diversified and to not concentrate its investments in an industry or group of industries, it is not a violation of either such fundamental investment policy if, due to market appreciation, the Fund’s existing holdings cause it to exceed its diversification or concentration limits and the Fund is not required to sell
securities to get below such limits. If the Fund’s holdings cause it to exceed concentration or diversification limits for a period of time due to market
appreciation, the Fund will be more vulnerable to market or economic events impacting such industry or group of industries (if concentration limits are exceeded) or issuers of individual portfolio securities that the Fund holds in excess of 5% (if diversification limits are exceeded) than a similar Fund that is invested more broadly.
Allspring Utilities and High Income Fund | 13
Portfolio of investments—August 31, 2026
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Asset-backed securities: 0.10% |
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Uniti Fiber ABS Issuer LLC Series 2025-1A Class B144A
|
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Total asset-backed securities (Cost $105,000) |
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Oil, gas & consumable fuels: 0.22% |
|
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|
|
|
Enviva, Inc. (Acquired 12-06-2024, cost $72,563)†˃ |
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Health care providers & services: 0.07% |
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Electric utilities: 54.65% |
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American Electric Power Co., Inc. |
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Constellation Energy Corp. |
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Independent power and renewable electricity producers: 4.34% |
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Public Service Enterprise Group, Inc. |
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The accompanying notes are an integral part of these financial statements.
14 | Allspring Utilities and High Income Fund
Portfolio of investments—August 31, 2026
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American Water Works Co., Inc. |
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Total common stocks (Cost $63,796,770) |
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Corporate bonds and notes: 29.78% |
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Celanese U.S. Holdings LLC |
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Celanese U.S. Holdings LLC |
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SCIH Salt Holdings, Inc.144A |
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SCIH Salt Holdings, Inc.144A |
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Forest products & paper: 0.10% |
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Cleveland-Cliffs, Inc.144A |
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Clear Channel Outdoor Holdings, Inc.144A |
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Outfront Media Capital LLC/Outfront Media Capital Corp.144A
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Outfront Media Capital LLC/Outfront Media Capital Corp.144A
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AP Core Holdings II LLC144A |
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Match Group Holdings II LLC144A |
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Match Group Holdings II LLC144A |
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CCO Holdings LLC/CCO Holdings Capital Corp.144A |
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CCO Holdings LLC/CCO Holdings Capital Corp.144A |
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CCO Holdings LLC/CCO Holdings Capital Corp. |
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CCO Holdings LLC/CCO Holdings Capital Corp.144A |
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DIRECTV Financing LLC/DIRECTV Financing Co-Obligor, Inc.144A
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DIRECTV Financing LLC/DIRECTV Financing Co-Obligor, Inc.144A
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Discovery Global Holdings, Inc. |
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The accompanying notes are an integral part of these financial statements.
Allspring Utilities and High Income Fund | 15
Portfolio of investments—August 31, 2026
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Discovery Global Holdings, Inc. |
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Discovery Global Holdings, Inc. |
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EchoStar Corp. (PIK at 6.75%)¥ |
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Telecommunications: 1.79% |
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Black Pearl Compute LLC144A |
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Core Scientific Finance I LLC144A |
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Galaxy Helios Data Centers II LLC144A |
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Level 3 Financing, Inc.144A |
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Level 3 Financing, Inc.144A |
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PR RNO Property Owner 1 LLC144A |
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QTS Central Issuer LLC/QTS TRS Central Issuer LLC144A
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Sopaipilla Investor LLC144A |
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SV RNO Property Owner 1 LLC144A |
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|
|
Verizon Communications, Inc. (5 Year Treasury Constant Maturity+2.30%)± |
|
|
|
|
|
|
Windstream Services LLC/Windstream Escrow Finance Corp.144A
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
| |
|
|
|
|
|
|
Consumer, cyclical: 5.48% |
|
|
|
|
|
|
| |
|
|
|
|
|
|
Beach Acquisition Bidco LLC (PIK at 10.75%)144A¥
|
|
|
|
|
|
|
Auto manufacturers: 0.04% |
|
|
|
|
|
|
Nissan Motor Acceptance Co. LLC144A |
|
|
|
|
|
|
Auto parts & equipment: 0.77% |
|
|
|
|
|
|
Adient Global Holdings Ltd.144A |
|
|
|
|
|
|
Adient Global Holdings Ltd.144A |
|
|
|
|
|
|
American Axle & Manufacturing, Inc.144A |
|
|
|
|
|
|
Goodyear Tire & Rubber Co. |
|
|
|
|
|
|
ZF North America Capital, Inc.144A |
|
|
|
|
|
|
ZF North America Capital, Inc.144A |
|
|
|
|
|
|
| |
|
|
|
|
|
|
Distribution/wholesale: 0.13% |
|
|
|
|
|
|
Veritiv Operating Co.144A |
|
|
|
|
|
|
| |
|
|
|
|
|
|
Churchill Downs, Inc.144A |
|
|
|
|
|
|
| |
|
|
|
|
|
|
Six Flags Entertainment Corp.144A |
|
|
|
|
|
|
The accompanying notes are an integral part of these financial statements.
16 | Allspring Utilities and High Income Fund
Portfolio of investments—August 31, 2026
| |
|
|
|
|
|
| |
|
|
|
|
|
|
Six Flags Entertainment Corp./Canada’s Wonderland Co./Millennium Operations LLC144A |
|
|
|
|
|
|
Six Flags Entertainment Corp./Six Flags Theme Parks, Inc./Canada’s
Wonderland Co.144A |
|
|
|
|
|
|
| |
|
|
|
|
|
|
| |
|
|
|
|
|
|
Ashton Woods USA LLC/Ashton Woods Finance Co.144A |
|
|
|
|
|
|
Century Communities, Inc.144A |
|
|
|
|
|
|
K Hovnanian Enterprises, Inc.144A |
|
|
|
|
|
|
| |
|
|
|
|
|
|
| |
|
|
|
|
|
|
American Greetings Corp.144A |
|
|
|
|
|
|
| |
|
|
|
|
|
|
| |
|
|
|
|
|
|
| |
|
|
|
|
|
|
| |
|
|
|
|
|
|
| |
|
|
|
|
|
|
| |
|
|
|
|
|
|
| |
|
|
|
|
|
|
| |
|
|
|
|
|
|
| |
|
|
|
|
|
|
| |
|
|
|
|
|
|
| |
|
|
|
|
|
|
| |
|
|
|
|
|
|
| |
|
|
|
|
|
|
| |
|
|
|
|
|
|
Genting New York LLC/GENNY Capital, Inc.144A |
|
|
|
|
|
|
| |
|
|
|
|
|
|
Advance Auto Parts, Inc.144A |
|
|
|
|
|
|
| |
|
|
|
|
|
|
| |
|
|
|
|
|
|
| |
|
|
|
|
|
|
Macy’s Retail Holdings LLC144A |
|
|
|
|
|
|
| |
|
|
|
|
|
|
| |
|
|
|
|
|
|
PetSmart LLC/PetSmart Finance Corp.144A |
|
|
|
|
|
|
PetSmart LLC/PetSmart Finance Corp.144A |
|
|
|
|
|
|
QXO Building Products, Inc.144A |
|
|
|
|
|
|
Victra Holdings LLC/Victra Finance Corp.144A |
|
|
|
|
|
|
| |
|
|
|
|
|
|
The accompanying notes are an integral part of these financial statements.
Allspring Utilities and High Income Fund | 17
Portfolio of investments—August 31, 2026
| |
|
|
|
|
|
Consumer, non-cyclical: 4.16% |
|
|
|
|
|
|
Commercial services: 1.39% |
|
|
|
|
|
|
| |
|
|
|
|
|
|
Allied Universal Holdco LLC144A |
|
|
|
|
|
|
| |
|
|
|
|
|
|
| |
|
|
|
|
|
|
| |
|
|
|
|
|
|
| |
|
|
|
|
|
|
| |
|
|
|
|
|
|
| |
|
|
|
|
|
|
Sotheby’s/BidFair Holdings, Inc.144A |
|
|
|
|
|
|
| |
|
|
|
|
|
|
| |
|
|
|
|
|
|
Performance Food Group, Inc.144A |
|
|
|
|
|
|
TreeHouse Foods, Inc.144A |
|
|
|
|
|
|
| |
|
|
|
|
|
|
Healthcare-services: 2.08% |
|
|
|
|
|
|
CHS/Community Health Systems, Inc.144A |
|
|
|
|
|
|
CHS/Community Health Systems, Inc.144A |
|
|
|
|
|
|
CHS/Community Health Systems, Inc.144A |
|
|
|
|
|
|
CHS/Community Health Systems, Inc.144A |
|
|
|
|
|
|
Concentra Health Services, Inc.144A |
|
|
|
|
|
|
| |
|
|
|
|
|
|
LifePoint Health, Inc.144A |
|
|
|
|
|
|
Molina Healthcare, Inc.144A |
|
|
|
|
|
|
Pediatrix Medical Group, Inc.144A |
|
|
|
|
|
|
Radiology Partners, Inc.144A |
|
|
|
|
|
|
| |
|
|
|
|
|
|
Surgery Center Holdings, Inc.144A |
|
|
|
|
|
|
| |
|
|
|
|
|
|
| |
|
|
|
|
|
|
| |
|
|
|
|
|
|
| |
|
|
|
|
|
|
Endo Finance Holdings LP144A |
|
|
|
|
|
|
| |
|
|
|
|
|
|
| |
|
|
|
|
|
|
Energy-alternate sources: 0.00% |
|
|
|
|
|
|
Enviva Partners LP/Enviva Partners Finance Corp.144A♦† |
|
|
|
|
|
|
| |
|
|
|
|
|
|
Aethon United BR LP/Aethon United Finance Corp.144A |
|
|
|
|
|
|
California Resources Corp.144A |
|
|
|
|
|
|
California Resources Corp.144A |
|
|
|
|
|
|
| |
|
|
|
|
|
|
Hilcorp Energy I LP/Hilcorp Finance Co.144A |
|
|
|
|
|
|
The accompanying notes are an integral part of these financial statements.
18 | Allspring Utilities and High Income Fund
Portfolio of investments—August 31, 2026
| |
|
|
|
|
|
| |
|
|
|
|
|
|
Nabors Industries, Inc.144A |
|
|
|
|
|
|
| |
|
|
|
|
|
|
| |
|
|
|
|
|
|
Oil & gas services: 0.66% |
|
|
|
|
|
|
Archrock Partners LP/Archrock Partners Finance Corp.144A
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
Oceaneering International, Inc.144A |
|
|
|
|
|
|
| |
|
|
|
|
|
|
| |
|
|
|
|
|
|
| |
|
|
|
|
|
|
CQP Holdco LP/BIP-V Chinook Holdco LLC144A |
|
|
|
|
|
|
CQP Holdco LP/BIP-V Chinook Holdco LLC144A |
|
|
|
|
|
|
| |
|
|
|
|
|
|
Harvest Midstream I LP144A |
|
|
|
|
|
|
Harvest Midstream I LP144A |
|
|
|
|
|
|
Hess Midstream Operations LP144A |
|
|
|
|
|
|
| |
|
|
|
|
|
|
Rockies Express Pipeline LLC144A |
|
|
|
|
|
|
Tallgrass Energy Partners LP/Tallgrass Energy Finance Corp.144A
|
|
|
|
|
|
|
Venture Global LNG, Inc.144A |
|
|
|
|
|
|
Venture Global LNG, Inc.144A |
|
|
|
|
|
|
Venture Global LNG, Inc. (5 Year Treasury Constant Maturity+5.44%)144Aʊ± |
|
|
|
|
|
|
Venture Global Plaquemines LNG LLC144A |
|
|
|
|
|
|
| |
|
|
|
|
|
|
| |
|
|
|
|
|
|
| |
|
|
|
|
|
|
Citigroup, Inc. Series HH (5 Year Treasury Constant Maturity+3.00%)ʊ± |
|
|
|
|
|
|
PNC Financial Services Group, Inc. Series U (5 Year Treasury Constant Maturity+3.00%)ʊ± |
|
|
|
|
|
|
| |
|
|
|
|
|
|
Diversified financial services: 1.80% |
|
|
|
|
|
|
| |
|
|
|
|
|
|
First Eagle Holdings, Inc.144A |
|
|
|
|
|
|
Global Aircraft Leasing Co. Ltd.144A |
|
|
|
|
|
|
HA Sustainable Infrastructure Capital, Inc. (5 Year Treasury Constant Maturity+4.30%)± |
|
|
|
|
|
|
Jefferson Capital Holdings LLC144A |
|
|
|
|
|
|
Jefferson Capital Holdings LLC144A |
|
|
|
|
|
|
| |
|
|
|
|
|
|
| |
|
|
|
|
|
|
| |
|
|
|
|
|
|
Provident Funding Associates LP/PFG Finance Corp.144A
|
|
|
|
|
|
|
The accompanying notes are an integral part of these financial statements.
Allspring Utilities and High Income Fund | 19
Portfolio of investments—August 31, 2026
| |
|
|
|
|
|
Diversified financial services(continued)
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
| |
|
|
|
|
|
|
United Wholesale Mortgage LLC144A |
|
|
|
|
|
|
United Wholesale Mortgage LLC144A |
|
|
|
|
|
|
| |
|
|
|
|
|
|
| |
|
|
|
|
|
|
| |
|
|
|
|
|
|
Alliant Holdings Intermediate LLC/Alliant Holdings Co-Issuer144A
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
Asurion LLC/Asurion Co-Issuer, Inc.144A |
|
|
|
|
|
|
Asurion LLC/Asurion Co-Issuer, Inc.144A |
|
|
|
|
|
|
Athene Holding Ltd. (5 Year Treasury Constant Maturity+2.58%)± |
|
|
|
|
|
|
Baldwin Insurance Group Holdings LLC/Baldwin Insurance Group Holdings Finance144A |
|
|
|
|
|
|
Broadstreet Partners Group LLC144A |
|
|
|
|
|
|
Global Atlantic Fin Co. (5 Year Treasury Constant Maturity+3.55%)144A± |
|
|
|
|
|
|
HUB International Ltd.144A |
|
|
|
|
|
|
| |
|
|
|
|
|
|
| |
|
|
|
|
|
|
Blackstone Mortgage Trust, Inc.144A |
|
|
|
|
|
|
Brandywine Operating Partnership LP |
|
|
|
|
|
|
Brandywine Operating Partnership LP |
|
|
|
|
|
|
| |
|
|
|
|
|
|
| |
|
|
|
|
|
|
Ladder Capital Finance Holdings LLLP/Ladder Capital Finance Corp.144A |
|
|
|
|
|
|
Park Intermediate Holdings LLC/PK Domestic Property LLC/PK Finance Co-Issuer144A |
|
|
|
|
|
|
RHP Hotel Properties LP/RHP Finance Corp.144A |
|
|
|
|
|
|
RHP Hotel Properties LP/RHP Finance Corp.144A |
|
|
|
|
|
|
Starwood Property Trust, Inc.144A |
|
|
|
|
|
|
| |
|
|
|
|
|
|
| |
|
|
|
|
|
|
| |
|
|
|
|
|
|
Building materials: 0.82% |
|
|
|
|
|
|
Builders FirstSource, Inc.144A |
|
|
|
|
|
|
EMRLD Borrower LP/Emerald Co-Issuer, Inc.144A |
|
|
|
|
|
|
Quikrete Holdings, Inc.144A |
|
|
|
|
|
|
Standard Building Solutions, Inc.144A |
|
|
|
|
|
|
| |
|
|
|
|
|
|
The accompanying notes are an integral part of these financial statements.
20 | Allspring Utilities and High Income Fund
Portfolio of investments—August 31, 2026
| |
|
|
|
|
|
Electrical components & equipment: 0.35% |
|
|
|
|
|
|
Energizer Holdings, Inc.144A |
|
|
|
|
|
|
WESCO Distribution, Inc.144A |
|
|
|
|
|
|
| |
|
|
|
|
|
|
| |
|
|
|
|
|
|
Sensata Technologies, Inc.144A |
|
|
|
|
|
|
Environmental control: 0.12% |
|
|
|
|
|
|
| |
|
|
|
|
|
|
Machinery-diversified: 0.08% |
|
|
|
|
|
|
TK Elevator U.S. Newco, Inc.144A |
|
|
|
|
|
|
Packaging & containers: 0.37% |
|
|
|
|
|
|
Ardagh Metal Packaging Finance USA LLC/Ardagh Metal Packaging Finance PLC144A |
|
|
|
|
|
|
Clydesdale Acquisition Holdings, Inc.144A |
|
|
|
|
|
|
| |
|
|
|
|
|
|
| |
|
|
|
|
|
|
Trucking & leasing: 0.34% |
|
|
|
|
|
|
FTAI Aviation Investors LLC144A |
|
|
|
|
|
|
FTAI Aviation Investors LLC144A |
|
|
|
|
|
|
| |
|
|
|
|
|
|
| |
|
|
|
|
|
|
| |
|
|
|
|
|
|
Diebold Nixdorf, Inc.144A |
|
|
|
|
|
|
Office/business equipment: 0.16% |
|
|
|
|
|
|
Zebra Technologies Corp.144A |
|
|
|
|
|
|
| |
|
|
|
|
|
|
| |
|
|
|
|
|
|
| |
|
|
|
|
|
|
AthenaHealth Group, Inc.144A |
|
|
|
|
|
|
AthenaHealth Group, Inc.144A |
|
|
|
|
|
|
Cloud Software Group LLC144A |
|
|
|
|
|
|
Cloud Software Group LLC144A |
|
|
|
|
|
|
| |
|
|
|
|
|
|
| |
|
|
|
|
|
|
Ellucian Holdings, Inc.144A |
|
|
|
|
|
|
Oak-Eagle AcquireCo, Inc.144A |
|
|
|
|
|
|
Oak-Eagle AcquireCo, Inc.144A |
|
|
|
|
|
|
Rocket Software, Inc.144A |
|
|
|
|
|
|
Rocket Software, Inc.144A |
|
|
|
|
|
|
SS&C Technologies, Inc.144A |
|
|
|
|
|
|
| |
|
|
|
|
|
|
The accompanying notes are an integral part of these financial statements.
Allspring Utilities and High Income Fund | 21
Portfolio of investments—August 31, 2026
| |
|
|
|
|
|
| |
|
|
|
|
|
|
| |
|
|
|
|
|
|
Duke Energy Corp. (5 Year Treasury Constant Maturity+2.59%)± |
|
|
|
|
|
|
Edison International (5 Year Treasury Constant Maturity+3.86%)± |
|
|
|
|
|
|
EUSHI Finance, Inc. (5 Year Treasury Constant Maturity+3.14%)± |
|
|
|
|
|
|
NextEra Energy Capital Holdings, Inc. Series BB (5 Year Treasury Constant Maturity+1.77%)± |
|
|
|
|
|
|
PacifiCorp (5 Year Treasury Constant Maturity+3.29%)± |
|
|
|
|
|
|
PG&E Corp. (5 Year Treasury Constant Maturity+3.88%)± |
|
|
|
|
|
|
Sempra (5 Year Treasury Constant Maturity+2.87%)± |
|
|
|
|
|
|
Vistra Corp. Series C (5 Year Treasury Constant Maturity+5.05%)144Aʊ± |
|
|
|
|
|
|
| |
|
|
|
|
|
|
Total corporate bonds and notes (Cost $31,602,676) |
|
|
|
|
|
|
| |
|
|
|
|
|
|
| |
|
|
|
|
|
|
| |
|
|
|
|
|
|
Chemours Co. (U.S. SOFR 1 Month+3.50%)± |
|
|
|
|
|
|
| |
|
|
|
|
|
|
| |
|
|
|
|
|
|
DIRECTV Financing LLC (U.S. SOFR 3 Month+4.50%)± |
|
|
|
|
|
|
EW Scripps Co. (U.S. SOFR 1 Month+5.75%)± |
|
|
|
|
|
|
| |
|
|
|
|
|
|
Telecommunications: 0.09% |
|
|
|
|
|
|
Connect Finco Sarl (U.S. SOFR 1 Month+4.50%)± |
|
|
|
|
|
|
Consumer, cyclical: 0.50% |
|
|
|
|
|
|
| |
|
|
|
|
|
|
Vista Management Holding, Inc. (U.S. SOFR 3 Month+3.75%)± |
|
|
|
|
|
|
| |
|
|
|
|
|
|
American Greetings Corp. (U.S. SOFR 1 Month+5.00%)± |
|
|
|
|
|
|
| |
|
|
|
|
|
|
Carvana Co. (U.S. SOFR 1 Month+2.25%)± |
|
|
|
|
|
|
Great Outdoors Group LLC (U.S. SOFR 1 Month+3.25%)± |
|
|
|
|
|
|
Petco Health & Wellness Co., Inc. (U.S. SOFR 3 Month+4.25%)± |
|
|
|
|
|
|
Tory Burch LLC (U.S. SOFR 1 Month+4.00%)± |
|
|
|
|
|
|
| |
|
|
|
|
|
|
Consumer, non-cyclical: 0.38% |
|
|
|
|
|
|
| |
|
|
|
|
|
|
TreeHouse Foods, Inc. (U.S. SOFR 1 Month+3.75%)± |
|
|
|
|
|
|
Healthcare-products: 0.07% |
|
|
|
|
|
|
Bausch & Lomb Corp. (U.S. SOFR 1 Month+3.75%)± |
|
|
|
|
|
|
The accompanying notes are an integral part of these financial statements.
22 | Allspring Utilities and High Income Fund
Portfolio of investments—August 31, 2026
| |
|
|
|
|
|
Healthcare-services: 0.19% |
|
|
|
|
|
|
Modivcare Buyer LLC (U.S. SOFR 3 Month+5.00%)± |
|
|
|
|
|
|
Star Parent, Inc. (U.S. SOFR 3 Month+3.50%)± |
|
|
|
|
|
|
| |
|
|
|
|
|
|
| |
|
|
|
|
|
|
| |
|
|
|
|
|
|
Prairie Acquiror LP (U.S. SOFR 1 Month+3.25%)± |
|
|
|
|
|
|
| |
|
|
|
|
|
|
| |
|
|
|
|
|
|
Asurion LLC (U.S. SOFR 3 Month+4.25%)± |
|
|
|
|
|
|
| |
|
|
|
|
|
|
| |
|
|
|
|
|
|
TransDigm, Inc. (U.S. SOFR 1 Month+2.50%)± |
|
|
|
|
|
|
Machinery-diversified: 0.14% |
|
|
|
|
|
|
TK Elevator Midco GmbH (U.S. SOFR 6 Month+2.75%)± |
|
|
|
|
|
|
Metal fabricate/hardware: 0.14% |
|
|
|
|
|
|
Worthington Steel, Inc. (U.S. SOFR 1 Month+4.00%)± |
|
|
|
|
|
|
Packaging & containers: 0.20% |
|
|
|
|
|
|
Mauser Packaging Solutions Holding Co. (U.S. SOFR 1 Month+3.50%)± |
|
|
|
|
|
|
Owens-Illinois, Inc. (U.S. SOFR 1 Month+3.00%)± |
|
|
|
|
|
|
| |
|
|
|
|
|
|
| |
|
|
|
|
|
|
| |
|
|
|
|
|
|
McAfee Corp. (U.S. SOFR 1 Month+3.00%)± |
|
|
|
|
|
|
| |
|
|
|
|
|
|
Rocket Software, Inc. (U.S. SOFR 1 Month+3.75%)± |
|
|
|
|
|
|
Total loans (Cost $2,508,348) |
|
|
|
|
|
|
Yankee corporate bonds and notes: 5.42% |
|
|
|
|
|
|
| |
|
|
|
|
|
|
| |
|
|
|
|
|
|
| |
|
|
|
|
|
|
| |
|
|
|
|
|
|
Virgin Media Secured Finance PLC144A |
|
|
|
|
|
|
VZ Secured Financing BV144A |
|
|
|
|
|
|
| |
|
|
|
|
|
|
Telecommunications: 0.65% |
|
|
|
|
|
|
Rogers Communications, Inc. (5 Year Treasury Constant Maturity+2.62%)± |
|
|
|
|
|
|
The accompanying notes are an integral part of these financial statements.
Allspring Utilities and High Income Fund | 23
Portfolio of investments—August 31, 2026
| |
|
|
|
|
|
Telecommunications(continued) |
|
|
|
|
|
|
Telecom Italia Capital SA |
|
|
|
|
|
|
TELUS Corp. (5 Year Treasury Constant Maturity+2.52%)± |
|
|
|
|
|
|
TELUS Corp. (5 Year Treasury Constant Maturity+2.77%)± |
|
|
|
|
|
|
| |
|
|
|
|
|
|
Consumer, cyclical: 0.61% |
|
|
|
|
|
|
| |
|
|
|
|
|
|
LATAM Airlines Group SA144A |
|
|
|
|
|
|
Auto manufacturers: 0.14% |
|
|
|
|
|
|
Nissan Motor Co. Ltd.144A |
|
|
|
|
|
|
| |
|
|
|
|
|
|
Banijay Entertainment SAS144A |
|
|
|
|
|
|
Consumer, non-cyclical: 1.39% |
|
|
|
|
|
|
Cosmetics/Personal Care: 0.43% |
|
|
|
|
|
|
| |
|
|
|
|
|
|
Perrigo Finance Unlimited Co. |
|
|
|
|
|
|
| |
|
|
|
|
|
|
| |
|
|
|
|
|
|
Froneri Lux Finco Sarl144A |
|
|
|
|
|
|
Healthcare-products: 0.16% |
|
|
|
|
|
|
| |
|
|
|
|
|
|
| |
|
|
|
|
|
|
| |
|
|
|
|
|
|
Bausch Health Cos., Inc.144A |
|
|
|
|
|
|
Teva Pharmaceutical Finance Netherlands III BV |
|
|
|
|
|
|
| |
|
|
|
|
|
|
| |
|
|
|
|
|
|
| |
|
|
|
|
|
|
Griffin Coal Mining Co. Pty. Ltd.144A♦† |
|
|
|
|
|
|
| |
|
|
|
|
|
|
Saturn Oil & Gas, Inc.144A |
|
|
|
|
|
|
| |
|
|
|
|
|
|
Enbridge, Inc. (5 Year Treasury Constant Maturity+3.71%)± |
|
|
|
|
|
|
| |
|
|
|
|
|
|
| |
|
|
|
|
|
|
Banco del Estado de Chile (5 Year Treasury Constant Maturity+3.23%)144Aʊ± |
|
|
|
|
|
|
Banco Mercantil del Norte SA (5 Year Treasury Constant Maturity+4.07%)144Aʊ± |
|
|
|
|
|
|
BNP Paribas SA (5 Year Treasury Constant Maturity+2.85%)144Aʊ± |
|
|
|
|
|
|
The accompanying notes are an integral part of these financial statements.
24 | Allspring Utilities and High Income Fund
Portfolio of investments—August 31, 2026
| |
|
|
|
|
|
| |
|
|
|
|
|
|
BNP Paribas SA (5 Year Treasury Constant Maturity+3.73%)144Aʊ± |
|
|
|
|
|
|
UBS Group AG (USD SOFR ICE Swap Rate 11:00am NY 5 Year+3.24%)144Aʊ± |
|
|
|
|
|
|
| |
|
|
|
|
|
|
Diversified financial services: 0.40% |
|
|
|
|
|
|
| |
|
|
|
|
|
|
| |
|
|
|
|
|
|
| |
|
|
|
|
|
|
| |
|
|
|
|
|
|
| |
|
|
|
|
|
|
Sensata Technologies BV144A |
|
|
|
|
|
|
Packaging & containers: 0.38% |
|
|
|
|
|
|
Ardagh Group SA (PIK at 5.00%)144A¥ |
|
|
|
|
|
|
Trivium Packaging Finance BV144A |
|
|
|
|
|
|
Trivium Packaging Finance BV144A |
|
|
|
|
|
|
| |
|
|
|
|
|
|
| |
|
|
|
|
|
|
| |
|
|
|
|
|
|
Kioxia Holdings Corp.144A |
|
|
|
|
|
|
| |
|
|
|
|
|
|
| |
|
|
|
|
|
|
Algonquin Power & Utilities Corp. (5 Year Treasury Constant Maturity+3.25%)± |
|
|
|
|
|
|
Empresa Distribuidora Y Comercializadora Norte144A |
|
|
|
|
|
|
| |
|
|
|
|
|
|
Total yankee corporate bonds and notes (Cost $5,819,277) |
|
|
|
|
|
|
| |
|
|
|
|
|
Short-term investments: 3.07% |
|
|
|
|
|
|
Investment companies: 3.07% |
|
|
|
|
|
|
Allspring Government Money Market Fund Select
Class♠∞ |
|
|
|
|
|
|
Total short-term investments (Cost $3,291,893) |
|
|
|
|
|
|
Total investments in securities (Cost $107,123,964) |
|
|
|
|
|
|
Other assets and liabilities, net |
|
|
|
|
|
|
| |
|
|
|
|
|
|
The accompanying notes are an integral part of these financial statements.
Allspring Utilities and High Income Fund | 25
Portfolio of investments—August 31, 2026
| |
The security may be resold in transactions exempt from registration, normally to qualified institutional buyers, pursuant to Rule 144A under the Securities Act of
1933. |
| |
Non-income-earning security |
| |
Restricted security as to resale, excluding Rule 144A securities. The Fund held a restricted security with current value of $236,039 (original cost of $72,563),
representing 0.22% of its net assets as of period end. |
| |
A payment-in-kind (PIK) security is a security in which the issuer may make interest or dividend payments in cash or additional securities or a combination of both.
The rate shown is the rate in effect at period end. |
| |
Variable rate investment. The rate shown is the rate in effect at period end. |
| |
The security is fair valued in accordance with procedures approved by Allspring Funds Management, LLC. |
| |
Security is perpetual in nature and has no stated maturity date. The date shown reflects the next call date. |
| |
The issuer of the security is an affiliated person of the Fund as defined in the Investment Company Act of 1940. |
| |
The rate represents the 7-day annualized yield at period end. |
| |
| |
Real estate investment trust |
| |
Secured Overnight Financing Rate |
Investments in affiliates
An affiliated investment is an investment in which the Fund owns at least 5% of the outstanding voting shares of the issuer or as a result of other relationships, such as the Fund and the issuer having the same adviser or investment manager. Transactions with issuers that were affiliates of the Fund at the end of the period were as follows:
| |
Value,
beginning of
period |
|
|
Net
realized
gains
(losses) |
Net
change in
unrealized
gains
(losses) |
|
|
Income
from
affiliated
securities |
| |
|
|
|
|
|
|
|
|
Allspring Government Money Market Fund Select Class |
|
|
|
|
|
|
|
|
The
accompanying notes are an integral part of these financial statements.
26 | Allspring Utilities and High Income Fund
Statement of assets and liabilities—August 31, 2026
Financial statements
Statement of assets and liabilities
| |
|
Investments in unaffiliated securities, at value (cost $103,832,071) |
|
Investments in affiliated securities, at value (cost $3,291,893) |
|
| |
|
Receivable for dividends and interest |
|
Receivable for investments sold |
|
Prepaid expenses and other assets |
|
| |
|
| |
|
Secured borrowing payable (see Note6) |
|
| |
|
Payable for investments purchased |
|
| |
|
Administration fee payable |
|
Trustees’ fees and expenses payable |
|
Accrued expenses and other liabilities |
|
| |
|
|
|
|
| |
|
| |
|
Total distributable earnings |
|
| |
|
Net asset value per share |
|
Based on $107,323,184 divided by 8,832,161 shares issued and outstanding (unlimited number of shares
authorized) |
|
The accompanying notes are an integral part of these financial statements.
Allspring Utilities and High Income Fund | 27
Statement of operations—year ended August 31, 2026
Statement of operations
| |
|
| |
|
| |
|
Income from affiliated securities |
|
| |
|
| |
|
| |
|
| |
|
Custody and accounting fees |
|
| |
|
| |
|
Shareholder report expenses |
|
Trustees’ fees and expenses |
|
| |
|
| |
|
| |
|
| |
|
| |
|
Realized and unrealized gains (losses) on investments |
|
Net realized gains on investments
|
|
Net change in unrealized gains (losses) on |
|
| |
|
Foreign currency and foreign currency translations |
|
Net change in unrealized gains (losses) on investments |
|
Net realized and unrealized gains (losses) on investments |
|
Net increase in net assets resulting from operations |
|
The
accompanying notes are an integral part of these financial statements.
28 | Allspring Utilities and High Income Fund
Statement of changes in net assets
Statement of
changes in net assets
| |
Year ended
August 31, 2026 |
Year ended
August 31, 2025 |
| |
|
|
|
|
| |
|
|
|
|
Net realized gains on investments |
|
|
|
|
Net change in unrealized gains (losses) on investments |
|
|
|
|
Net increase in net assets resulting from operations |
|
|
|
|
Distributions to shareholders from |
|
|
|
|
Net investment income and net realized gains |
|
|
|
|
Tax basis return of capital |
|
|
|
|
Total distributions to shareholders |
|
|
|
|
Capital share transactions |
|
|
|
|
Cost of shares repurchased |
|
|
|
|
Total increase (decrease) in net assets |
|
|
|
|
| |
|
|
|
|
| |
|
|
|
|
| |
|
|
|
|
The
accompanying notes are an integral part of these financial statements.
Allspring Utilities and High Income Fund | 29
Statement of cash flows—year ended August 31, 2026
Statement of cash flows
Cash flows from operating activities |
|
Net increase in net assets resulting from operations |
|
Adjustments to reconcile net increase in net assets from operations to net cash provided by operating activities |
|
Purchases of long-term securities |
|
Proceeds from the sales of long-term securities |
|
| |
|
Purchases and sales of short-term securities, net |
|
Increase in receivable for investments sold |
|
Decrease in receivable for dividends and interest |
|
Decrease in prepaid expenses and other assets |
|
Increase in payable for investments purchased |
|
Decrease in trustees’ fees and expenses payable |
|
Decrease in advisory fee payable |
|
Decrease in administration fee payable |
|
Decrease in accrued expenses and other liabilities |
|
Payments on foreign currency transactions |
|
Net realized gains on unaffiliated securities |
|
Net change in unrealized (gains) losses on unaffiliated securities |
|
Net change in unrealized (gains) losses on foreign currency and foreign currency translations |
|
Net cash provided by operating activities |
|
Cash flows from financing activities |
|
| |
|
Net cash used in financing activities |
|
| |
|
| |
|
| |
|
| |
|
Supplemental cash disclosure |
|
| |
|
The accompanying notes are an integral part of these financial statements.
30 | Allspring Utilities and High Income Fund
Financial
highlights
(For a share outstanding throughout each period)
| |
|
| |
|
|
|
|
|
Net asset value, beginning of period |
|
|
|
|
|
| |
|
|
|
|
|
Net realized and unrealized gains (losses) on investments |
|
|
|
|
|
Total from investment operations |
|
|
|
|
|
Distributions to shareholders from |
|
|
|
|
|
| |
|
|
|
|
|
Tax basis return of capital |
|
|
|
|
|
Total distributions to shareholders |
|
|
|
|
|
Anti-dilutive effect of shares repurchased |
|
|
|
|
|
Net asset value, end of period |
|
|
|
|
|
Market value, end of period |
|
|
|
|
|
Total return based on net asset value2 |
|
|
|
|
|
Total return based on market value2 |
|
|
|
|
|
Ratios to average net assets (annualized)
|
|
|
|
|
|
| |
|
|
|
|
|
| |
|
|
|
|
|
| |
|
|
|
|
|
| |
|
|
|
|
|
Net assets, end of period (000s omitted) |
|
|
|
|
|
Borrowings outstanding, end of period (000s omitted) |
|
|
|
|
|
Asset coverage per $1,000 of borrowing, end of period |
|
|
|
|
|
| |
Ratios include interest expense relating to interest associated with borrowings and/or leverage transactions as follows: |
Year ended August 31, 2026 |
|
Year ended August 31, 2025 |
|
Year ended August 31, 2024 |
|
Year ended August 31, 2023 |
|
Year ended August 31, 2022 |
|
| |
Calculated based upon average shares outstanding |
| |
Total returns based on net asset value are calculated based on the net asset value at the beginning of the period and at the end of the period. Total returns based on
market value are calculated assuming a purchase of common stock on the
first day and a sale on the last day of the period reported. Dividends and distributions, if any, are assumed for the purposes of these calculations to be reinvested at prices obtained under the Fund’s Automatic Dividend Reinvestment Plan. Total returns do not
reflect brokerage commissions that a shareholder would pay on the purchase and
sale of shares. |
The accompanying notes are an integral part of these financial statements.
Allspring Utilities and High Income Fund | 31
Notes to financial statements
Notes to financial
statements
Allspring Utilities and High Income Fund (the “Fund”) was organized as a statutory trust under the laws of the state of Delaware on February 4, 2004. Originally classified as non-diversified, the Fund was reclassified as a diversified closed-end management investment company in September 2014. As an investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”), the Fund follows the accounting and reporting guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification Topic 946, Financial Services – Investment Companies.
2.SIGNIFICANT ACCOUNTING POLICIES
The following significant accounting policies, which are consistently followed in the preparation of the financial statements of the Fund, are in conformity with U.S. generally accepted accounting principles (“GAAP”) which require management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of income and expenses during the reporting period. Actual results could differ from those estimates.
All investments are valued each business day as of the close of regular trading on the New York Stock Exchange (generally 4 p.m. Eastern Time), although the Fund may deviate from this calculation time under unusual or unexpected circumstances.
Equity securities and exchange-traded funds that are listed on a foreign or domestic exchange or market are valued at the official
closing price or, if none, the last sales price.
Debt securities are valued at the evaluated bid price provided by an independent pricing service (e.g., taking into account various factors, including yields, maturities, or credit ratings) or, if a reliable price is not available, the quoted bid price from an independent broker-dealer.
Investments in registered open-end investment companies (other than
those listed on a foreign or domestic exchange or market) are valued at net asset value.
Investments which are not valued using the methods discussed above
are valued at their fair value, as determined in good faith by Allspring Funds Management, LLC (“Allspring Funds Management”), which was named the
valuation designee by the Board of Trustees. As the valuation designee, Allspring Funds Management is responsible for day-to-day valuation activities for the
Allspring Funds. In connection with these responsibilities, Allspring Funds Management has established a Valuation Committee and has delegated to it the
authority to take any actions regarding the valuation of portfolio securities that the Valuation Committee deems necessary or appropriate, including
determining the fair value of portfolio securities. On a quarterly basis, the Board of Trustees receives reports of valuation actions taken by the Valuation
Committee. On at least an annual basis, the Board of Trustees receives an assessment of the adequacy and effectiveness of Allspring Funds Management’s process for determining the fair value of the portfolio of investments.
Foreign currency translation
The accounting records of the Fund are maintained in U.S. dollars. The values of other assets and liabilities
denominated in foreign currencies are translated into U.S. dollars at rates provided by an independent foreign currency pricing source at a time each
business day specified by the Valuation Committee. Purchases and sales of securities, and income and expenses are converted at the rate of exchange on the
respective dates of such transactions. Net realized foreign exchange gains or losses arise from sales of foreign currencies, currency gains or losses realized
between the trade and settlement dates on securities transactions, and the difference between the amounts of dividends, interest and foreign withholding taxes
recorded and the U.S. dollar equivalent of the amounts actually paid or received. Net unrealized foreign exchange gains and losses arise from changes in the
fair value of assets and liabilities other than investments in securities resulting from changes in exchange rates. The changes in net assets arising from
changes in exchange rates of securities and the changes in net assets resulting from changes in market prices of securities are not separately presented.
Such changes are included in net realized and unrealized gains or losses from investments.
The Fund may purchase securities on a forward commitment or when-issued basis. The Fund records a when-issued transaction on the trade date and will segregate assets in an amount at least equal in value to the Fund’s commitment to purchase when-issued securities. Securities purchased on a when-issued basis are
marked-to-market daily and the Fund begins earning interest on the settlement date. Losses may arise due to changes in the market value of the underlying securities or if the
counterparty does not perform under the contract.
The Fund may invest in direct debt instruments which are interests in amounts owed to lenders by corporate
or other borrowers. The loans pay interest at rates which are periodically reset by reference to a base lending rate plus a spread. Investments in loans may be
in the form of participations in loans or assignments of all or a portion of loans from third parties. When the Fund purchases participations, it generally has
no rights to enforce compliance with the terms of the loan agreement with the borrower. As a result, the Fund assumes the credit risk of both the borrower and
the lender that is selling the participation. When the Fund purchases assignments from lenders, it acquires direct rights against the borrower on the loan and
may enforce compliance by the borrower with the terms of the loan agreement. Loans may include fully funded term loans or unfunded loan commitments, which are
32 | Allspring Utilities and High Income Fund
Notes to financial statements
contractual
obligations for future funding. Unfunded loan commitments represent the remaining obligation of the Fund to the borrower. At any point in time, up to the
maturity date of the issue, the borrower may demand the unfunded portion. Unfunded amounts, if any, are marked to market and any unrealized gains or losses are recorded in
the Statement of assets and liabilities.
Security transactions and
income recognition
Securities transactions are recorded on a trade date basis. Realized gains or losses are
recorded on the basis of identified cost.
Interest
income is accrued daily and bond discounts are accreted and premiums are amortized daily. To the extent debt obligations are placed on non-accrual status, any
related interest income may be reduced by writing off interest receivables when the collection of all or a portion of interest has been determined to be
doubtful based on consistently applied procedures and the fair value has decreased. If the issuer subsequently resumes interest payments or when the
collectability of interest is reasonably assured, the debt obligation is removed from non-accrual status. Interest income is recorded net of foreign taxes withheld where
recovery of such taxes is not assured. Paydown gains and losses are included in interest income.
Dividend income is recognized on the ex-dividend date.
Interest earned on cash balances held at the custodian is recorded as interest income.
Distributions to shareholders
Under a managed distribution plan, the Fund pays monthly distributions to shareholders at an annual minimum fixed rate of 8% based on the Fund’s average monthly net asset value per share over the prior 12 months. The monthly distributions may be sourced from income, paid-in capital, and/or capital gains, if any. To the extent that sufficient investment income is not available on a monthly basis, the Fund may distribute paid-in capital and/or capital gains, if any, in order to maintain its managed distribution level.
Distributions to shareholders from net investment income and net realized gains, if any, are recorded on the ex-dividend date. Such distributions are determined in accordance with income tax regulations and may differ from U.S. GAAP. Dividend sources are estimated at the time of declaration. The tax character of distributions is determined as of the Fund’s fiscal year end. Therefore, a portion of the Fund’s distributions made prior to the Fund’s
fiscal year end may be categorized as a tax return of capital at year end.
The Fund intends to continue to qualify as a regulated investment company by distributing substantially all of its investment company taxable income and any net realized capital gains (after reduction for capital loss carryforwards) sufficient to relieve it from all, or substantially all, federal income taxes. Accordingly, no provision for federal income taxes was required.
The Fund’s income and federal excise tax returns and all financial records supporting those returns for the prior three fiscal years are subject to examination by the federal and Delaware revenue authorities. Management has analyzed the
Fund’s tax positions taken on federal, state, and foreign tax returns, as applicable, for all open tax years and does not believe that there are any uncertain tax positions that require recognition of a tax liability.
As of August 31, 2026, the aggregate cost of all investments for federal
income tax purposes was $107,263,762 and the unrealized gains (losses) consisted
of:
As of August 31, 2026, the Fund had capital loss carryforwards which consist of $1,512,089 in short-term capital losses and
$717,624 in long-term capital losses.
3.FAIR VALUATION MEASUREMENTS
Fair value measurements of investments are determined within a
framework that has established a fair value hierarchy based upon the various data inputs utilized in determining the value of the Fund’s
investments. The three-level hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1)
and the lowest priority to unobservable inputs (Level 3). The Fund’s investments are classified within the fair value hierarchy based on the lowest
level of input that is significant to the fair value measurement. The inputs are summarized into three broad levels as follows:
•Level 1—quoted prices in active markets for identical securities
•Level 2—other significant observable inputs
(including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.)
•Level 3—significant unobservable inputs (including the Fund’s own
assumptions in determining the fair value of investments)
The inputs or methodologies used for valuing investments in securities are not necessarily an indication of the risk associated with
investing in those securities.
Allspring Utilities and High Income Fund | 33
Notes to financial statements
The following is a summary of the
inputs used in valuing the Fund’s assets and liabilities as of August 31, 2026:
| |
|
Other significant
observable inputs
(Level 2) |
Significant
unobservable inputs
(Level 3) |
|
| |
|
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|
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|
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|
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|
| |
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Corporate bonds and notes |
|
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|
| |
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Yankee corporate bonds and notes |
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|
|
Additional sector, industry or geographic detail, if any, is included in the Portfolio of investments.
At August 31, 2026, the Fund did not have any transfers into/out of Level
3.
4.TRANSACTIONS WITH AFFILIATES
Allspring Funds
Management, a wholly owned subsidiary of Allspring Global Investments Holdings, LLC, a holding company indirectly owned by certain private funds of GTCR LLC
and Reverence Capital Partners, L.P., is the adviser to the Fund and is entitled to receive a fee at an annual rate of 0.50% of the Fund’s average daily
total assets, which is generally paid monthly. Total assets consist of the net assets of the Fund plus borrowings or other leverage for investment purposes to the extent
excluded in calculating net assets.
Allspring Funds
Management has retained the services of a subadviser to provide daily portfolio management to the Fund. The fee for subadvisory services is borne by Allspring
Funds Management. Allspring Global Investments, LLC, an affiliate of Allspring Funds Management and a wholly owned subsidiary of Allspring Global Investments Holdings, LLC,
is the subadviser to the Fund.
Allspring Funds Management also serves as the administrator to the Fund, providing the Fund with a wide
range of administrative services necessary to the operation of the Fund. Allspring Funds Management is entitled to receive an annual administration fee from
the Fund equal to 0.05% of the Fund’s average daily total assets and generally paid monthly.
The Fund may purchase or sell portfolio investment securities to certain affiliates pursuant to Rule 17a-7 under
the 1940 Act and under procedures adopted by the Board of Trustees. The procedures have been designed to ensure that these interfund transactions, which do not
incur broker commissions, are effected at current market prices. Pursuant to these procedures, the Fund did not have any interfund transactions during the year
ended August 31, 2026.
5.CAPITAL SHARE TRANSACTIONS
The Fund has authorized an unlimited number of shares with no par
value. For the years ended August 31, 2026 and August 31, 2025, the Fund did not issue any shares.
Under an open-market share repurchase program (the “Buyback
Program”), the Fund is authorized to repurchase up to 5% of its outstanding shares in open market transactions. The Fund’s Board of Trustees has
delegated to Allspring Funds Management full discretion to administer the Buyback Program including the determination of the amount and timing of repurchases
in accordance with the best interests of the Fund and subject to applicable legal limitations. During the year ended August 31, 2026, the Fund did not
repurchase any of its shares under the open-market share repurchase program. During the year ended August 31, 2025, the Fund purchased 182,155 of its shares on
the open market at a total cost of $1,999,362 (weighted average price per share of $10.96). The weighted average discount of these repurchased shares was
11.21%.
The Fund has borrowed $30,000,000 through a revolving line of credit administered by a major financial institution (the “Facility”). The Facility has a commitment amount of up to $30,000,000. The Fund is charged interest at the 1 Month Secured Overnight Financing Rate (SOFR) plus a spread and a
34 | Allspring Utilities and High Income Fund
Notes to financial statements
commitment fee based
on the unutilized amount of the commitment amount. The financial institution holds a security interest in all the assets of the Fund as collateral for the
borrowing. Based on the nature of the terms of the Facility and comparative market rates, the carrying amount of the borrowings at August 31, 2026 approximates its fair
value. If measured at fair value, the borrowings would be categorized as a Level 2 under the fair value hierarchy.
During the year ended August 31, 2026, the Fund had average borrowings outstanding of $30,000,000 at an average interest rate of 4.61% and recorded interest in the amount of $1,382,781, which represents 1.20% of its average daily net assets. The maximum balance outstanding during the year ended August 31, 2026 was $30,000,000.
7.INVESTMENT PORTFOLIO TRANSACTIONS
Purchases and sales of investments, excluding U.S. government
obligations (if any) and short-term securities, for the year ended August 31, 2026 were $30,587,245 and $36,126,788, respectively.
8.DISTRIBUTIONS TO SHAREHOLDERS
The tax character of distributions paid were as follows:
| |
|
| |
|
|
| |
|
|
Tax basis return of capital |
|
|
| |
|
|
As of August 31, 2026, the components of distributable earnings on a tax basis were as
follows:
| |
|
|
| |
Capital loss
carryforward |
|
| |
|
|
Temporary differences between book-basis components of total distributable earnings (loss) arise when certain items of income, gain, or loss are recognized in different periods for financial statement purposes versus for tax purposes; these differences will reverse in a subsequent reporting period. The temporary differences relate primarily to Dividends Payable.
As of the end of the period, the Fund invested a concentration of its
portfolio in the utilities sector. A fund that invests a substantial portion of its assets in any sector may be more affected by changes in that sector than would be a fund
whose investments are not heavily weighted in any sector.
Under the Fund’s organizational documents, the officers and Trustees have been granted certain indemnification rights
against certain liabilities that may arise out of performance of their duties to the Fund. The Fund has entered into a separate agreement with each Trustee
that converts indemnification rights currently existing under the Fund’s organizational documents into contractual rights that cannot be changed in the
future without the consent of the Trustee. Additionally, in the normal course of business, the Fund may enter into contracts with service providers that
contain a variety of indemnification clauses. The Fund’s maximum exposure under these arrangements is dependent on future claims that may be made against
the Fund and, therefore, cannot be estimated.
11.SUBSEQUENT DISTRIBUTIONS
Under the managed distribution plan, the Fund declared the following distributions to
common shareholders:
These distributions are not reflected in the accompanying financial
statements.
The Fund operates as a single operating segment. An operating segment is defined as a component of a public entity that engages in business activities from which it may recognize revenues and incur expenses, has operating results that are regularly reviewed by the public entity’s chief operating decision maker (“CODM”) to make decisions about resources to be allocated to the segment and assess its performance, and has discrete financial
Allspring Utilities and High Income Fund | 35
Notes to financial statements
information
available. The President of the Fund acts as the Fund’s CODM. The CODM monitors the operating
results of the Fund as a whole and the Fund’s long-term strategic asset allocation from which it derives its revenues is determined as outlined in the
Fund’s prospectus which is executed by the Fund’s portfolio
management team. The portfolio composition, total return and expense ratios, and the components of total increase/decrease in net assets are used by the CODM
to assess the segment’s performance and to make resource allocation decisions for the Fund’s single segment. This information is consistent with that presented within the Fund’s financial statements. Segment assets are reflected on the accompanying Statement of assets and liabilities as “total assets” and significant segment revenue and expenses are listed on the accompanying Statement of operations.
At the Fund’s Board meeting held on October 15, 2026, the Board of Trustees approved a change in the Fund’s fiscal year end to December 31. The next annual report will be issued for the four month period ending December 31, 2026.
36 | Allspring Utilities and High Income Fund
Report of independent registered public accounting firm
To the Shareholders and Board of Trustees
Allspring Utilities and High Income Fund:
Opinion on the Financial Statements
We have audited the accompanying statement of assets and liabilities of Allspring Utilities and High Income Fund (the Fund), including the portfolio of investments, as of August 31, 2026, the related statements of operations and cash flows for the year then ended, the statements of changes in net assets for each of the years in the two-year period then ended, and the related notes (collectively, the financial statements) and the financial highlights for each of the years in the five-year period then ended. In our opinion, the financial statements and financial highlights present fairly, in all material respects, the financial position of the Fund as of August 31, 2026, the results of its operations and its cash flows for the year then ended, the changes in its net assets for each of the years in the two-year period then ended, and the financial highlights for each of the years in the five-year period then ended, in conformity with U.S. generally accepted accounting principles.
These financial statements and financial highlights are the responsibility of the
Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Fund in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement, whether due to error or fraud.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements and financial highlights, whether due
to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements and financial highlights. Such procedures also included confirmation of securities owned as of August 31, 2026, by correspondence with the custodian, transfer agents, agent banks and brokers, or by other appropriate auditing procedures. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements and financial highlights. We believe that our audits provide a reasonable basis for our opinion.
We have not been able to determine the specific year that we began serving as the auditor of one or more Allspring Funds investment
companies; however, we are aware that we have served as the auditor of one or more Allspring Funds investment companies since at least 1955.
October 23, 2026
Allspring Utilities and High Income Fund | 37
Other information (unaudited)
Other information
For corporate shareholders, pursuant to Section 854 of the Internal
Revenue Code, 77% of ordinary income dividends qualify for the corporate dividends-received deduction for the fiscal year ended August 31, 2026.
Pursuant to Section 854 of the Internal Revenue Code, $2,646,252 of
income dividends paid during the fiscal year ended August 31, 2026 has been designated as qualified dividend income (QDI).
For the fiscal year ended August 31, 2026, $1,486,120 has been
designated as interest-related dividends for nonresident alien shareholders pursuant to Section 871 of the Internal Revenue Code.
A description of the policies and procedures used to determine how to
vote proxies relating to portfolio securities is available, upon request, by calling 1-866-259-3305, visiting our website at allspringglobal.com, or visiting the SEC website at sec.gov. Information regarding how the
proxies related to portfolio securities were voted during the most recent 12-month period ended June 30 is available on the website at allspringglobal.com or by visiting the SEC website at sec.gov.
Quarterly portfolio holdings information
The Fund files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year as an exhibit to its reports on Form N-PORT. Shareholders may view the filed Form N-PORT by visiting the SEC website at sec.gov.
Delaware statutory trust act – control share acquisitions
Because the Fund is organized as a Delaware statutory trust, it is
subject to the control share acquisition statute (the “Control Share Statute”) contained in Subchapter III of the Delaware Statutory Trust Act (the
“DSTA”), which became automatically applicable to listed closed-end funds, such as the Fund, upon its effective date of August 1, 2022 (the “Effective
Date”).
The Control Share Statute provides
for a series of voting power thresholds above which shares are considered control shares. The first such threshold is 10% or more, but less than 15%, of all
voting power. Voting power is defined by the Control Share Statute as the power to directly or indirectly exercise or direct the exercise of the voting power
of Fund shares in the election of trustees. Whether a voting power threshold is met is determined by aggregating the holdings of the acquirer as well as those of its
“associates,” as defined by the Control Share Statute.
Once a threshold is reached, an acquirer has no voting rights under the DSTA or the governing documents of the Fund with respect to shares acquired in excess of that threshold (i.e., the “control shares”) unless approved by shareholders or exempted by the Fund’s Board of Trustees. Approval by shareholders requires the affirmative vote of two-thirds of all votes entitled to be cast on the matter, excluding shares held by the acquirer and its associates as well as shares held by certain insiders of the Fund. The Control Share Statute provides procedures for an acquirer to request a shareholder meeting for the purpose of considering whether voting rights shall be accorded to control shares. Further approval by the Fund’s shareholders would be required with respect to additional acquisitions of control shares above the next applicable threshold level. In addition, the Fund’s Board of Trustees is permitted, but not obligated to, exempt specific acquisitions or classes of acquisitions of control shares, either in advance or retroactively.
The Control Share Statute does not retroactively apply to
acquisitions of shares that occurred prior to the Effective Date. However, such shares will be aggregated with any shares acquired after the Effective Date for
purposes of determining whether a voting power threshold is exceeded, resulting in the newly acquired shares constituting control shares.
The Control Share Statute requires shareholders to disclose to the
Fund any control share acquisition within 10 days of such acquisition and, upon request, to provide any information that the Fund’s Board of Trustees
reasonably believes is necessary or desirable to determine whether a control share acquisition has occurred.
The foregoing is only a summary of certain aspects of the Control
Share Statute. Shareholders should consult their own legal counsel to determine the application of the Control Share Statute with respect to their shares of the Fund and any
subsequent acquisitions of shares.
38 | Allspring Utilities and High Income Fund
Other information (unaudited)
Board of trustees and
officers
The following table provides basic information
about the Board of Trustees (the “Trustees”) and Officers of the Fund. Each of the Trustees and Officers listed below acts in identical capacities
for each fund in the Allspring family of funds, which consists of 91 mutual funds comprising the Allspring Funds Trust, Allspring Variable Trust, Allspring
Master Trust, Allspring Exchange-Traded Funds Trust and four closed-end funds, including the Fund (collectively the “Fund Complex”). The mailing
address of each Trustee and Officer is 1415 Vantage Park Drive, 3rd Floor, Charlotte, NC 28203. The Board of Trustees is classified into three classes of which
one is elected annually. Each Trustee serves a three-year term concurrent with the class from which the Trustee is elected. Each Officer serves an indefinite
term.
| |
|
Principal occupations during past five years or
longer |
Current other
public company
or
investment
company
directorships |
Class I - Independent Trustees to serve until 2029 Annual Meeting of
Shareholders |
Isaiah
Harris, Jr.
(Born 1952) |
Trustee of ETF Trust,
since 2024
Trustee of all other
Trusts,
since 2009 |
Retired. Member of the Advisory Board of CEF of East Central Florida.
Chairman of the Board of CIGNA Corporation from 2009 to
2021, and Director from 2005 to 2008. From 2003 to 2011,
Director of Deluxe Corporation. Prior thereto, President and CEO of
BellSouth Advertising and Publishing Corp. from 2005 to
2007, President and CEO of BellSouth Enterprises from 2004 to
2005 and President of BellSouth Consumer Services from 2000 to 2003.
Emeritus member of the Iowa State University Foundation
Board of Governors. Emeritus Member of the Advisory Board of
Iowa State University School of Business. Advisory Board Member, Palm
Harbor Academy (private school). Advisory Board Member,
Fellowship of Christian Athletes. Mr. Harris is a certified public
accountant (inactive status). |
|
Cindy J.
Miller
(Born 1960) |
Trustee of all Trusts,
since 2026 |
Retired. Director, President and CEO (from 2019 to 2024) and President
and COO (from 2018 to 2019) of Stericycle, Inc. President
of Global Freight Forwarding (from 2016 to 2018) and
President of the firm’s European region (from 2013 to 2016) for
United Parcel Service (UPS). Director, UGI Corporation (from
2021 to 2024). |
Board Member, W.
W. Grainger, Inc.
Board Member
FedEx Freight
Holding Company,
Inc. |
Olivia S.
Mitchell
(Born 1953) |
Trustee of ETF Trust,
since 2024
Trustee of all other
Trusts,
since 2006 |
International Foundation of Employee Benefit Plans Professor since 1993,
Wharton School of the University of Pennsylvania. Director
of Wharton’s Pension Research Council and Boettner Center on Pensions & Retirement Research, and Research Associate at the National Bureau of Economic
Research. Previously taught at Cornell University from 1978 to 1993.
|
|
* Length of service dates reflect the Trustee’s commencement of service with the
Trust’s predecessor entities, where applicable.
Allspring Utilities and High Income Fund | 39
Other information (unaudited)
| |
Position held and
length of service* |
Principal occupations during past five years or
longer |
Current other
public company
or
investment
company
directorships |
Class II - Independent Trustees to serve until 2027 Annual Meeting of
Shareholders |
William R.
Ebsworth
(Born 1957) |
Trustee of ETF Trust,
since 2024
Trustee of all other
Trusts,
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. Serves on the
Investment Company Institute’s Board of Governors since
2022 and Executive Committee since 2023; and Chair of the
Governing Council of the Independent Directors Council from
2024 to 2026 and Vice Chair from 2023 to 2024. Audit
Committee Chair and Investment Committee Chair of the Vincent Memorial
Hospital Foundation (non-profit organization). Mr. Ebsworth is a
CFA charterholder. |
|
Jane A.
Freeman
(Born 1953) |
Trustee of ETF Trust,
since 2024; Audit
Committee Chair of
ETF Trust,
since 2025
Trustee of all other
Trusts,
since 2015; Audit
Committee Chair,
since 2025 |
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. |
|
Brian S.
Shlissel
(Born 1964) |
Trustee of all Trusts,
since 2026 |
Retired. Previously, President and Principal Executive Officer (from 2016
to 2025) of the J.P. Morgan Funds (a registered investment
company complex), and Managing Director and Chief
Administrative Officer of Pooled Vehicles (from 2014 to 2025) at J.P.
Morgan Asset Management. Prior thereto, President and Chief
Executive Officer (from 2001 to 2014) and Treasurer and Chief
Financial Officer (from 1999 to 2001) for the Allianz Global Investors
Fund Complex (a registered investment company complex) and
the PIMCO Closed-End Funds (a group of registered
investment companies), and Managing Director and Head of Mutual Fund
Services (from 1999 to 2014) at Allianz Global Investors.
Director (from 2017 to 2023) and Chair of the Governance
Committee of the Expect Miracles Foundation, a not-for-profit foundation
focused on cancer research. Director (from 2023 to 2025) of
NICSA, a not-for-profit asset and wealth management trade
association. |
|
* Length of service dates reflect the Trustee’s commencement of service with the
Trust’s predecessor entities, where applicable.
40 | Allspring Utilities and High Income Fund
Other information (unaudited)
| |
Position held and
length of service* |
Principal occupations during past five years or
longer |
Current other
public company
or
investment
company
directorships |
Class III - Independent Trustees to serve until 2028 Annual Meeting of
Shareholders |
Timothy J.
Penny
(Born 1951) |
Trustee and Chair of
ETF Trust,
since 2024
Trustee of all other
Trusts,
since 1996;
Chair,
|
Chair of the Economic Club of Minnesota, since 2026. Vice Chair of the
Economic Club of Minnesota, from 2007-2025. President and
Chief Executive Officer of Southern Minnesota Initiative
Foundation, a non-profit organization, from 2007-2025. Co-Chair of the Committee for a Responsible Federal Budget, since 1995. Member of the Board of Trustees of NorthStar
Education Finance, Inc., a non-profit organization, from 2007-2022.
Senior Fellow of the University of Minnesota Humphrey Institute
from 1995 to 2017. |
|
James G.
Polisson
(Born 1959) |
Trustee and
Nominating and
Governance
Committee Chair of
ETF Trust, since 2024
Trustee of all other
Trusts,
since 2018;
Nominating and
Governance
Committee Chair,
since 2024 |
Retired. Chief Marketing Officer, Source (ETF) UK Services, Ltd, from
2015 to 2017. From 2012 to 2015, Principal of The Polisson
Group, LLC, a management consulting, corporate advisory and
principal investing company. Chief Executive Officer and Managing
Director at Russell Investments, Global Exchange Traded
Funds from 2010 to 2012. Managing Director of Barclays
Global Investors from 1998 to 2010 and Global Chief Marketing Officer for
iShares and Barclays Global Investors from 2000 to 2010.
Trustee of the San Francisco Mechanics’ Institute, a non- profit organization, from 2013 to 2015. Board member of the Russell Exchange Traded Fund Trust
from 2011 to 2012. Director of Barclays Global Investors Holdings
Deutschland GmbH from 2006 to 2009. Mr. Polisson is an
attorney and has a retired status with the Massachusetts and District of Columbia Bar Associations. |
|
Pamela Wheelock
(Born 1959) |
Trustee and Chair Liaison of ETF Trust, since 2024
Trustee of all other Trusts,
since January 2020;
previously Trustee from January 2018 to
July 2019;
Chair Liaison,
since
July 2024 |
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. Member of the Boards of Trustees for the College of Saint Benedict & Saint John’s University since 2025. Board member of the Minnesota Wild Foundation from
2009-2024. |
|
* Length of
service dates reflect the Trustee’s commencement of service with the Trust’s predecessor entities, where applicable.
1 Mr. Penny is expected to retire from the Board on or about December 31, 2026.
Allspring Utilities and High Income Fund | 41
Other information (unaudited)
Officers1
| |
Position held and
length of
service |
Principal occupations during past five years or
longer |
| |
President of all
Trusts, since 2025 |
President of Allspring Funds Management, LLC since 2025. Prior
thereto, Head of Strategic Initiatives of Allspring Global
Investments from 2022 to 2025. Independent Board Member for the Principal Funds from 2020 to 2022, Executive Vice President and Global Head of Affiliate Strategic Initiatives from 2015 to 2020 for Legg Mason Global
Asset Management and Managing Director, Corporate Strategy and Business
Development from 2014 to 2015 for Legg Mason Global Asset
Management. |
Jeremy DePalma
(Born 1974) |
Treasurer of ETF
Trust, since 2024
Treasurer of all
other Trusts,
since 2012
(for certain funds in
the Fund Complex);
since 2021 (for
the remaining funds
in the Complex) |
Senior Vice President of Allspring Funds Management, LLC since 2009.
Senior Vice President of Evergreen Investment Management
Company, LLC from 2008 to 2010 and head of the Fund Reporting and Control Team within Fund Administration from 2005 to 2010. |
Christopher Baker
(Born 1976) |
Chief Compliance
Officer of ETF Trust,
since 2024
Chief Compliance
Officer of all other
Trusts,
since 2022 |
Global Chief Compliance Officer for Allspring Global Investments since
2022. Prior thereto, Chief Compliance Officer for State
Street Global Advisors from 2018 to 2021. Senior Compliance Officer for the State Street divisions of Alternative Investment Solutions, Sector Solutions, and Global Marketing from 2015 to 2018. From 2010 to 2015
Vice President, Global Head of Investment and Marketing Compliance for State
Street Global Advisors. |
Matthew Prasse
(Born 1983) |
Chief Legal Officer of ETF Trust, since 2024
Chief Legal Officer of all other Trusts, since 2022;
Secretary, since 2021 |
Managing Counsel of the Allspring Legal Department since 2023. Previously, Senior Counsel of the Allspring Legal
Department from 2021 to 2023; Senior Counsel of the Wells Fargo Legal
Department from 2018 to 2021; Counsel for Barings LLC from 2015 to
2018; Associate at Morgan, Lewis & Bockius LLP from 2008 to 2015. |
1 For those Officers with tenures at Allspring Global Investments and/or Allspring Funds Management, LLC that began prior to 2021, such tenures include years of service during which these businesses/entities were known as Wells Fargo Asset Management and Wells Fargo Funds Management, LLC, respectively.
42 | Allspring Utilities and High Income Fund
Other information (unaudited)
Board consideration of investment
advisory and sub-advisory agreements:
Under the
Investment Company Act of 1940 (the “1940 Act”), the Board of Trustees (the “Board”) of Allspring Utilities and High Income Fund (the “Fund”) must determine annually whether to approve the continuation of the Fund’s investment advisory and sub-advisory agreements. In this regard, at a Board meeting held on May 18-20, 2026 (the “Meeting”), the Board, all the members of which have no direct or indirect interest in the investment advisory and sub-advisory agreements and are not “interested persons” of the Fund, as defined in the 1940 Act (the “Independent Trustees”), reviewed and
approved: (i) an investment advisory agreement with Allspring Funds Management, LLC (“Allspring Funds Management”); and (ii) an investment sub-advisory agreement with Allspring Global Investments, LLC (the “Sub-Adviser”), an affiliate of Allspring Funds Management. The investment advisory agreement with Allspring Funds Management and the investment sub-advisory agreement with the Sub-Adviser are collectively referred to as the “Advisory Agreements.”
At the Meeting, the Board considered the factors and reached the conclusions described below relating to the selection of Allspring Funds Management and the Sub-Adviser and the approval of the Advisory Agreements. Prior to the Meeting, including at a meeting of the Board held in April 2026, and at the Meeting, the Trustees conferred extensively among themselves and with representatives of Allspring Funds Management about these matters. The Board has adopted a team-based approach, with each team consisting of a sub-set of Trustees, to assist the full Board in the discharge of its duties in reviewing investment performance and other matters throughout the year. The Independent Trustees were assisted in their evaluation of the Advisory Agreements by independent legal counsel, from whom they received separate legal advice and with whom they met separately.
In providing information to the Board, Allspring Funds Management and
the Sub-Adviser were guided by a detailed set of requests for information submitted to them by independent legal counsel on behalf of the Independent Trustees
at the start of the Board’s annual contract renewal process earlier in 2026. In considering and approving the Advisory Agreements, the Trustees
considered the information they believed relevant, including but not limited to the information discussed below. The Board considered not only the specific
information presented in connection with the Meeting, but also the knowledge gained over time through interactions with Allspring Funds Management and the
Sub-Adviser about various topics. In this regard, the Board reviewed reports of Allspring Funds Management at each of its quarterly meetings, which included,
among other things, portfolio reviews and investment performance reports. In addition, the Board and the teams mentioned above conferred with portfolio
managers at various times throughout the year. The Board did not identify any particular information or consideration that was all-important or controlling,
and each individual Trustee may have attributed different weights to various factors.
After its deliberations, the Board unanimously determined that the compensation payable to Allspring Funds Management and the Sub-Adviser
under each of the Advisory Agreements was reasonable, and approved the continuation of the Advisory Agreements for a one-year term. The Board considered
the approval of the Advisory Agreements for the Fund as part of its consideration of agreements for funds across the complex, but its approvals were made on a fund-by-fund basis. The following summarizes a number of important, but not necessarily all, factors considered by the Board in support of its approvals.
Nature, extent, and quality of services
The Board received and considered various information regarding the nature, extent and quality of services provided to the Fund by Allspring Funds Management and the Sub-Adviser under the Advisory Agreements. This information included, among other things, a summary of the background and experience of senior management of Allspring Global Investments, of which Allspring Funds Management and the Sub-Adviser are a part, recent changes in such senior management, and a summary of investments made in the Allspring Global Investments business.* In addition, the Board received and
considered information about the full range of services provided to the Fund by Allspring Funds Management and its affiliates, including the Sub-Adviser.
The Board considered the additional services provided to the Fund due
to the fact that the Fund is a closed-end fund, including, but not limited to, leverage management and monitoring, evaluating, and, where appropriate, making
recommendations with respect to the Fund’s trading discount, share repurchase program, managed distribution program, and distribution rates, as well as shareholder
relations activities.
The Board considered the
qualifications, background, tenure, and responsibilities of each of the portfolio managers primarily responsible for the day-to-day portfolio management of the
Fund. The Board evaluated the ability of Allspring Funds Management and the Sub-Adviser to attract and retain qualified investment professionals, including research, advisory
and supervisory personnel.
The Board further
considered the compliance programs and compliance records of Allspring Funds Management and the Sub-Adviser. The Board received and considered information
about Allspring Global Investments’ risk management functions, which included information about Allspring Funds Management’s and the
Sub-Adviser’s business continuity plan and Allspring Global Investments’ business resiliency and disaster recovery plans, their approaches to data
privacy and cybersecurity, and Allspring Funds Management’s role as the Fund’s valuation designee. The Board also received and considered
information about Allspring Funds Management’s derivatives and investment risk management oversight services, and its intermediary and vendor oversight
program.
*
The trade name for the asset management firm that includes Allspring Funds Management
and the Sub-Adviser is “Allspring Global Investments.”
Allspring Utilities and High Income Fund | 43
Other information (unaudited)
Fund investment
performance and expenses
The Board considered the
investment performance results for the Fund over various time periods ended December 31, 2025. The Board considered these results in comparison to the
investment performance of funds in a custom peer group that included funds selected by Broadridge Inc. (“Broadridge”) and additional funds that
were determined by Allspring Funds Management to be similar to the Fund (the “Custom Peer Group”), and in comparison to the Fund’s benchmark
index and to other comparative data. The Board received a description of the methodology used by Broadridge and Allspring Funds Management to select the funds
in the Custom Peer Group and discussed the limitations inherent in the use of other peer groups. The Board noted that the investment performance of the Fund
was in range of the average investment performance of the Custom Peer Group for the three-, five- and ten-year periods under review, and lower for the one-year
period under review. The Board also noted that the investment performance of the Fund was higher than its benchmark index, the ERH Blended Index, which is a
custom index used by the Board to help it assess the Fund’s relative performance, for the one- and three-year periods under review, in range for the five-year period
under review and lower for the ten-year period under review.
The Board also received and considered information regarding the Fund’s net operating expense ratio and its various components, including actual management fees, and custodian and other non-management fees. The Board considered this ratio in comparison to the median ratio of funds in the Custom Peer Group and in comparison to the median ratio of funds in an expense group that was determined by Broadridge to be similar to the Fund (the “Broadridge Group”, and together with the Custom Peer Group, the “Expense Groups”). Broadridge is an independent provider of investment company
data. The Board received a description of the methodology used by Broadridge and Allspring Funds Management to select the funds in the Expense Groups, and an explanation from Broadridge of how funds comprising the Broadridge Group and their expense ratios may vary from year-to-year. Based on the Broadridge reports, the Board noted that the net operating expense ratio of the Fund was lower than the median net operating expense ratios of the Expense Groups.
The Board took into account the Fund’s investment performance and expense information provided to it among the factors considered in deciding to re-approve the Advisory Agreements.
Investment advisory and sub-advisory fee rates
The Board reviewed and considered the contractual investment advisory fee rate that is payable by the Fund to Allspring Funds Management for investment advisory services (the “Advisory Agreement Rate”), both on a stand-alone basis and on a combined basis with the Fund’s contractual administration fee rate (the “Management Rate”). The Board also reviewed and considered the contractual investment sub-advisory fee rate that is payable by Allspring Funds Management to the Sub-Adviser for investment sub-advisory services (the “Sub-Advisory Agreement Rate”).
Among other information reviewed by the Board was a comparison of the
Management Rate of the Fund with those of other funds in the Expense Groups at a common asset level. The Board noted that the Management Rate of the Fund was lower than the
average rates for its Expense Groups.
The Board
also received and considered information about the portion of the total advisory fee that was retained by Allspring Funds Management after payment of the fee
to the Sub-Adviser for sub-advisory services. In assessing the reasonableness of this amount, the Board received and evaluated information about the nature and
extent of responsibilities retained and risks assumed by Allspring Funds Management and not delegated to or assumed by the Sub-Adviser, and about Allspring
Funds Management’s on-going oversight services. Given the affiliation between Allspring Funds Management and the Sub-Adviser, the Board ascribed limited relevance to
the allocation of the advisory fee between them.
Based on its consideration of the factors and information it deemed relevant, including those described here, the Board determined that
the Advisory Agreement Rate and the Sub-Advisory Agreement Rate were reasonable.
The Board received and considered information concerning the profitability of Allspring Funds Management, as well as the profitability of Allspring Global Investments, from providing services to the fund complex as a whole. The Board noted that the Sub-Adviser’s profitability information with respect to providing services to the Fund was subsumed in the Allspring Global Investments profitability analysis.
Allspring Funds Management reported on the methodologies and
estimates used in calculating profitability, including a description of the methodology used to allocate certain expenses. Among other things, the Board noted
that the levels of profitability reported on a fund-by-fund basis varied widely, depending on factors such as the size, type, asset class, and age of a fund.
Based on its review, the Board did not deem the profits
reported by Allspring Funds Management or Allspring Global Investments to be at a level that would prevent it from approving the continuation of the Advisory
Agreements.
The Board received and considered information about the potential for
Allspring Funds Management to experience economies of scale in the provision of management services, the difficulties of isolating and quantifying economies of
scale on an individual fund level, and the extent to which potential scale benefits are shared with Fund shareholders. The Board noted that the Fund is not
engaged in a continuous offering that could help its assets grow, and that, as is typical of closed-end funds, there are no breakpoints in the Management Rate.
Although the Fund would not share in any potential economies
44 | Allspring Utilities and High Income Fund
Other information (unaudited)
of scale through
contractual breakpoints, the Board noted that Allspring Funds Management shares potential economies of scale from its management business in a variety of ways,
including through fee waiver and expense reimbursement arrangements, competitive management fee rates set at the outset without regard to breakpoints, and investments in the
business intended to enhance services available to the Fund and shareholders.
The Board concluded that Allspring Funds Management’s arrangements with respect to the Fund constituted a reasonable approach to sharing potential economies of scale with the Fund and its shareholders. The Board also noted that it would have opportunities to revisit the Management Rate as part of future contract reviews.
Other benefits to Allspring Funds Management and the Sub-Adviser
The Board received and considered information regarding potential “fall-out” or ancillary benefits received by Allspring
Funds Management and its affiliates, including the Sub-Adviser, as a result of their relationships with the Fund. Ancillary benefits could include, among
others, benefits directly attributable to other relationships with the Fund and benefits potentially derived from an increase in Allspring Funds
Management’s and the Sub-Adviser’s business as a result of their relationships with the Fund. The Board also reviewed information about soft dollar
credits earned and utilized by the Sub-Adviser.
Based on its consideration of the factors and information it deemed relevant, including those described here, the Board did not find that any ancillary benefits received by Allspring Funds Management and its affiliates, including the Sub-Adviser, were unreasonable.
At the Meeting, after considering the above-described factors and
based on its deliberations and its evaluation of the information described above, the Board unanimously determined that the compensation payable to Allspring
Funds Management and the Sub-Adviser under each of the Advisory Agreements was reasonable, and approved the continuation of the Advisory Agreements for a one-year
term.
Allspring Utilities and High Income Fund | 45
Automatic dividend reinvestment plan
Automatic dividend reinvestment
plan
All common shareholders are eligible to participate
in the Automatic Dividend Reinvestment Plan (“the Plan”). Pursuant to the Plan, unless a common shareholder is ineligible or elects otherwise, all
cash dividends and capital gains distributions are automatically reinvested by Computershare Trust Company, N.A., as agent for shareholders in administering
the Plan (“Plan Agent”), in additional common shares of the Fund. Whenever the Fund declares an ordinary income dividend or a capital gain dividend
(collectively referred to as “dividends”) payable either in shares or in cash, nonparticipants in the Plan will receive cash, and participants in
the Plan will receive the equivalent in common shares. The shares are acquired by the Plan Agent for the participant’s account, depending upon the
circumstances described below, either (i) through receipt of additional unissued but authorized common shares from the Fund (“newly issued common
shares”) or (ii) by purchase of outstanding common shares on the open-market (open-market purchases) on the NYSE Amex or elsewhere. If, on the payment
date for any dividend, the net asset value per share of the common shares is equal to or less than the market price per common share plus estimated brokerage
commissions (“market premium”), the Plan Agent will invest the amount of such dividend in newly issued shares on behalf of the participant. The
number of newly issued common shares to be credited to the participant’s account will be determined by dividing the dollar amount of the dividend by the
net asset value per share on the date the shares are issued, provided that the maximum discount from the then current market price per share on the date of
issuance may not exceed 5%. If on the dividend payment date the net asset value per share is greater than the market value (“market discount”), the
Plan Agent will invest the dividend amount in shares acquired on behalf of the participant in open-market purchases. There will be no brokerage charges with
respect to shares issued directly by the Fund as a result of dividends payable either in shares or in cash. However, each participant will pay a pro rata share
of brokerage commissions incurred with respect to the Plan Agent’s open-market purchases in connection with the reinvestment of dividends. The automatic
reinvestment of dividends will not relieve participants of any federal, state or local income tax that may be payable (or required to be withheld) on such
dividends. All correspondence concerning the Plan should be directed to the Plan Agent at P.O. Box 505000, Louisville, Kentucky 40233 or by calling
1-800-730-6001.
46 | Allspring Utilities and High Income Fund
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Transfer Agent, Registrar, Shareholder
Servicing
Agent & Dividend Disbursing Agent
Computershare Trust Company, N.A.
P.O. Box 505000
Louisville, Kentucky 40233
1-800-730-6001
Website: allspringglobal.com
Allspring Global InvestmentsTM is the trade name for the asset management firms of Allspring Global
Investments Holdings, LLC, a holding company indirectly owned by certain private funds of GTCR LLC and Reverence Capital Partners, L.P. These firms include but
are not limited to Allspring Global Investments, LLC, and Allspring Funds Management, LLC. Certain products managed by Allspring entities are distributed by Allspring Funds
Distributor, LLC (a broker-dealer and Member FINRA/SIPC).
This material is for general informational and educational purposes only and is NOT intended to provide investment advice or a recommendation of any kind - including a
recommendation for any specific investment, strategy, or plan.
© 2026 Allspring Global Investments Holdings, LLC. All rights reserved.
ALL-09022026-zrqzmov0 10-26
AR134 08-26
ITEM 2. CODE OF ETHICS
(a) As of the end of the period covered by the report, Allspring Utilities and High Income Fund has adopted a code of ethics that applies to its President and
Treasurer. A copy of the code of ethics is filed as an exhibit to this Form N-CSR.
(c) During the period covered
by this report, there were no amendments to the provisions of the code of ethics adopted in Item 2(a) above.
(d) During the period covered by this
report, there were no implicit or explicit waivers to the provisions of the code of ethics adopted in Item 2(a) above.
ITEM 3. AUDIT COMMITTEE
FINANCIAL EXPERT
The Board of Trustees of Allspring Utilities and High Income Fund has determined that Jane A. Freeman is an audit committee financial
expert, as defined in Item 3 of Form N-CSR. Ms. Freeman is independent for purposes of Item 3 of Form N-CSR.
ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES
(a), (b),
(c), (d) The following table presents aggregate fees billed in each of the last two fiscal years for services rendered to the Registrant by the Registrant’s principal accountant. These fees were billed to the registrant and were approved by
the Registrant’s audit committee.
|
|
|
|
|
|
|
|
|
| |
|
Fiscal
year ended
August 31, 2026 |
|
|
Fiscal
year ended
August 31, 2025 |
|
| Audit fees |
|
$ |
64,490 |
|
|
$ |
64,490 |
|
| Audit-related fees |
|
|
— |
|
|
|
— |
|
| Tax fees (1) |
|
|
— |
|
|
|
2,020 |
|
| All other fees |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
$ |
64,490 |
|
|
$ |
66,510 |
|
| (1) |
Tax fees consist of fees for tax compliance, tax advice, tax planning and excise tax. |
(e)(1) The Chair of the Audit Committees is authorized to pre-approve: (1) audit services for the Allspring
Utilities and High Income Fund; (2) non-audit tax or compliance consulting or training services provided to the Allspring Utilities and High Income Fund by the independent auditors
(“Auditors”) if the fees for any particular engagement are not anticipated to exceed $50,000; and (3) non-audit tax or compliance consulting or training services provided by the Auditors to
the Allspring Utilities and High Income Fund’s investment adviser and its controlling entities (where pre-approval is required because the engagement relates directly to the operations and financial
reporting of the Allspring Utilities and High Income Fund) if the fee to the Auditors for any particular engagement is not anticipated to exceed $50,000. For any such pre-approval sought from the Chair,
Management shall prepare a brief description of the proposed services. If the Chair approves of such service, he or she shall sign the statement prepared by Management. Such written statement shall be presented to the full Committees at their next
regularly scheduled meetings.
(e)(2) Not applicable.
(f) Not applicable.
(g) Not applicable.
(h) Not applicable.
(i) Not applicable.
(j) Not applicable.
ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS
The
registrant has a separately-designated standing audit committee established in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934, as amended. The Audit Committee is comprised of:
|
| William R. Ebsworth |
| Jane A. Freeman |
| Isaiah Harris, Jr. |
| Cindy J. Miller |
| Olivia S. Mitchell |
| Timothy J. Penny |
| James G. Polisson |
| Brian S. Shlissel |
| Pamela Wheelock |
ITEM 6. INVESTMENTS
A
Portfolio of Investments for Allspring Utilities and High Income Fund is included as part of the Report to Shareholders filed under Item 1 of this Form.
ITEM 7. FINANCIAL STATEMENTS AND FINANCIAL HIGHLIGHTS FOR OPEN-END MANAGEMENT INVESTMENT COMPANIES
Not applicable.
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH
ACCOUNTANTS FOR OPEN-END MANAGEMENT INVESTMENT COMPANIES
Not applicable.
ITEM 9. PROXY DISCLOSURES FOR OPEN-END MANAGEMENT INVESTMENT COMPANIES
Not applicable.
ITEM 10. REMUNERATION PAID TO DIRECTORS,
OFFICERS, AND OTHERS OF OPEN-END MANAGEMENT INVESTMENT COMPANIES
Not applicable.
ITEM 11. STATEMENT REGARDING BASIS FOR APPROVAL OF INVESTMENT ADVISORY CONTRACT
The registrant’s statement regarding basis for approval of investment advisory contract is included as part of the Report to Shareholders filed under
Item 1 of this Form.
ITEM 12. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES
PROXY VOTING POLICIES AND PROCEDURES
EFFECTIVE AS OF APRIL 2026
The Allspring
Utilities and High Income Fund has adopted policies and procedures (“Fund Proxy Voting Procedures”) that are used to determine how to vote proxies relating to portfolio securities held by the Fund. The Fund Proxy Voting Procedures are
designed to ensure that proxies are voted in the best interests of Fund shareholders, without regard to any relationship that any affiliated person of a Fund (or an affiliated person of such affiliated person) may have with the issuer of the
security and with the goal of maximizing value to shareholders consistent with governing laws and the investment policies of the Fund. While securities are not purchased to exercise control or to seek to effect corporate change through share
ownership activism, the Fund supports sound corporate governance practices within companies in which it invests. The Board of the Fund has delegated the responsibility for voting proxies relating to the Fund’s portfolio securities to Allspring
Funds Management. Allspring Funds Management utilizes the Allspring Global Investments Proxy Voting Policies and Procedures, included below, to ensure that proxies relating to the Fund’s portfolio securities are voted in shareholders’
best interests.
Introduction
Allspring
Stewardship
As a fiduciary, Allspring is committed to effective stewardship of the assets we manage on behalf of our clients in our active investment
strategies. To us, good stewardship reflects responsible, active ownership and includes both engaging with issuers and voting proxies in a manner that we believe will maximize the long-term value of our clients’ investments.
Scope
These Proxy Voting Policies and Procedures
(“Policies and Procedures”) set forth how we exercise voting rights on behalf of clients that have delegated proxy voting authority to any of the following Allspring advisory entities:
| |
• |
|
Allspring Global Investments, LLC |
| |
• |
|
Allspring Funds Management, LLC |
| |
• |
|
Allspring Global Investments (UK) Limited |
| |
• |
|
Allspring Global Investments Luxembourg S.A. |
| |
• |
|
Allspring Global Investments (Singapore) Pte. Ltd. |
| |
• |
|
Galliard Capital Management, LLC |
Voting Philosophy
Allspring has adopted these Policies
and Procedures to ensure that proxies are voted in the best interests of clients, without regard to any relationship that Allspring or its affiliates may have with proxy issuers. Allspring exercises its voting responsibility as a fiduciary with the
goal of maximizing the long-term value of our clients’ investments consistent with governing laws and the investment policies of each client. While securities are not purchased to exercise control or to seek to effect corporate change through
share ownership activism, Allspring supports sound corporate governance practices at companies in which client assets are invested.
Governance and Administration
Proxy Governance Committee
Allspring’s Proxy Governance Committee (“PGC”) is responsible for overseeing the proxy voting process to ensure its implementation in
conformance with these Policies and Procedures. PGC reviews the Policies and Procedures at least annually. PGC may delegate certain powers and responsibilities to proxy voting working groups. PGC reviews and, in accordance with these Policies and
Procedures, votes on issues that have been escalated from proxy voting working groups.
PGC Meetings
PGC meets at least quarterly but may be convened more frequently as necessary (for example, to discuss a specific proxy proposal). PGC shall convene or act
through written consent, including through the use of electronic systems of record, of a majority of PGC members. Any working group of the PGC shall have the authority on matters delegated to it to act by vote or written consent, including through
the use of electronic systems of record, of a majority of the working group members available at that time.
PGC Membership
PGC voting members are identified in the Allspring Proxy Charter. Changes to the membership of PGC will be made only with approval of PGC.
Proxy Due Diligence Working Group
PGC has delegated
responsibility to the Proxy Voting Due Diligence Working Group (”DDWG”) to review and recommend votes on certain proxy matters as outlined in the procedures below.
Proxy Administration
Allspring’s Stewardship Team
(“Stewardship”) is responsible for administering the proxy voting process to ensure its implementation consistent with these Policies and Procedures. Stewardship monitors Allspring’s third party proxy voting vendor to ensure proxy
voting is being done in a timely and accurate manner. Stewardship regularly reviews these Policies and Procedures and recommends revisions as necessary. Stewardship is also responsible for monitoring the potential conflicts of interest disclosed by
the proxy voting vendor.
Third-Party Proxy Voting Vendor
Allspring has retained a third-party proxy voting vendor, Institutional Shareholder Services Inc. (“ISS”), to assist in the implementation of
certain proxy voting-related functions, including: 1) providing research and recommendations on proxy matters, 2) providing technology to facilitate the sharing of ISS research, 3) voting proxies in accordance with Allspring’s instructions,
and 4) handling various administrative and reporting items.
Proxy Voting Procedures
Allspring’s proxy voting process emphasizes engagement with Portfolio Management in order to leverage their knowledge of issuers. While Allspring’s
process follows a systematic approach to arrive at a recommended vote, Portfolio Management is given the opportunity to review and override voting recommendations (with documented justification).
Unless otherwise required by applicable law1 and absent
a Portfolio Management override, proxy matters are generally voted in accordance with Allspring’s voting policy at ISS designed to implement Allspring’s custom enhancements to the ISS Global Benchmark Proxy Voting Policy2, as discussed in more detail below under “Allspring Proxy Voting Guidelines.”3
However, two types of proxy matters are subject to additional review:
| |
01 |
Any proxy matters deemed of “high importance”4
(e.g., proxy contests, mergers, and acquisitions) where ISS opposes the recommendations of issuer management will be referred to Portfolio Management for case-by-case
review and vote determination. |
| |
02 |
Any proxy matters involving environmental or social issues where ISS opposes the recommendations of issuer
management are reviewed by DDWG. If DDWG recommends a vote against issuer management, the recommendation is referred to Portfolio Management5 for case-by-case review and vote determination. |
“High importance” and environmental
and social proxy matters on which ISS supports the recommendations of issuer management are generally voted with issuer management, absent Portfolio Management feedback to the contrary.
Index Strategies
Certain client accounts employ
strategies that seek to replicate the returns of an index (“Index Strategies”). Given the absence of fundamental research on positions held only in Index Strategies, Allspring will not vote proxies for positions held only in such
strategies; provided that Allspring generally will vote proxies on a “high importance” matter where Allspring has a significant ownership level that increases the potential for its vote to be determinative on the matter.
Allspring Proxy Voting Guidelines
The following reflects
Allspring’s Proxy Voting Guidelines in effect as of the date of these Policies and Procedures.
We believe that Boards of Directors of issuers
should have strong, independent leadership and should adopt structures and practices that enhance their effectiveness. We recognize that the optimal board size and governance structure can vary by company size, industry, region of operations, and
circumstances specific to the company.
| |
• |
|
We generally vote for the election of Directors in uncontested elections. We reserve the right to vote on a case-by-case basis when directors fail to meet their duties as a board member, such as failing to act in the best economic interest of shareholders; failing to maintain
independent audit, compensation, nominating committees; and failing to attend at least 75% of meetings, etc. |
| 1 |
Where provisions of the Investment Company Act of 1940 (the “1940 Act”) specify the manner in which
items for any third party registered investment companies (e.g., mutual funds, exchange-traded funds and closed-end funds) and business development companies (as defined in Section 2(a)(48) of the 1940
Act) (“Third Party Fund Holding Voting Matters”) held by Allspring-managed funds, Allspring shall vote the Third Party Fund Holding Voting Matter on behalf of such funds accordingly. |
| 2 |
The term “ISS Global Benchmark Policy” means the combination of ISS regional benchmark policies.
|
| 3 |
As directed by certain clients, Allspring applies other ISS guidelines (e.g., ISS Taft-Hartley Guidelines) or
custom proxy guidelines provided by the client. |
| 4 |
The term “high importance” is defined as those items designated Proxy Level 6 or 5 by ISS,
which include proxy contests, mergers, and other reorganizations. |
| 5 |
Certain Allspring client accounts employ quantitative strategies that utilize fundamental research to a lesser
extent than other actively-managed Allspring strategies. In the event that a security is held only in these accounts, environmental and social proxy matters are generally reviewed and voted by DDWG. |
| |
• |
|
We generally vote for an independent board that has a majority of outside directors who are not affiliated with
the top executives and have minimal or no business dealings with the company to avoid potential conflicts of interest. |
| |
• |
|
In general, we believe Directors serving on an excessive number of boards could result in time constraints and an
inability to fulfill their duties. For Chief Executive Officers, we allow for no more than one outside directorship and for directors at large of operating companies, no more than four in total. |
| |
• |
|
We generally support adopting a declassified board structure for public operating and holding companies. We
reserve the right to vote on a case-by-case basis when companies have certain long-term business commitments. |
| |
• |
|
We generally support annual election of directors of public operating and holding companies. We reserve the right
to vote on a case-by-case basis when companies have certain long-term business commitments. |
| |
• |
|
We believe a well-composed board should seek members with a breadth of experiences, perspectives and skillsets in
order to create the diversity of thought needed to ensure constructive debate in the boardroom. To this end, we support fulsome disclosure of a board’s process for building, assessing and maintaining an effective board, which should include a
description of the range of skills, professional experience and personal characteristics (such as age, gender and/or race/ethnicity) represented on the board. We believe a board’s composition should comply with the requirements of any relevant
market-specific governance frameworks and be consistent with market norms in the market in which the company is listed. To the extent that a board’s composition is inconsistent with such requirements or differs from prevailing market norms, we
expect the company to disclose the board’s rationale for such differences and any anticipated actions to address them. On a case-by-case basis, our assessment of
this disclosure may affect our willingness to support the chair of the nominations committee. |
We believe it is the responsibility of the
Board of Directors to create, enhance, and protect shareholder value and that companies should strive to maximize shareholder rights and representation.
| |
• |
|
We believe that companies should adopt a one-share, one-vote standard and avoid adopting share structures that create unequal voting rights among their shareholders. We will normally support proposals seeking to establish that shareholders are entitled to voting
rights in proportion to their economic interests. |
| |
• |
|
We believe that directors of public operating and holding companies be elected by a majority of the shares voted.
We reserve the right to vote on a case-by-case basis when companies have certain long-term business commitments. This ensures that directors of public operating and
holding companies who are not broadly supported by shareholders are not elected to serve as their representatives. We will normally support proposals seeking to introduce bylaws requiring a majority vote standard for director elections.
|
| |
• |
|
We believe a simple majority voting standard should be required to pass proposals. We will normally support
proposals seeking to introduce bylaws requiring a simple majority vote. |
| |
• |
|
We believe that shareholders who own a meaningful stake in the company and have owned such stake for a sufficient
period of time should have, in the form of proxy access, the ability to nominate directors to appear on the management ballot at shareholder meetings. In general, we support market-standardized proxy access proposals, and we will analyze them based
on various criteria such as threshold ownership levels, a minimum holding period, and the % and/or number of directors that are subject to nomination. |
| |
• |
|
We believe that shareholders should have the right to call a special meeting and not wait for company management
to schedule a meeting if there is sufficiently high shareholder support for doing so on issues of substantial importance. In general, we support the right to call a special meeting with a threshold of 15%-25%
of shareholder support as we believe it is a reasonable threshold of shareholders and a hurdle high enough to also avoid the waste of corporate resources for narrowly supported interests. |
General Guidelines on Shareholder Proposals
When
evaluating shareholder proposals, we consider their materiality to the company and relationship to long-term value generation and/or risk management in light of the company’s business model and specific operating context. For instance, certain
social issues, such as employee safety, workforce engagement and human rights (including with respect to a company’s supply chain), can affect companies’ long-term prospects for success. Furthermore, certain environmental issues can
present investment risks and opportunities that can impact a company’s long-term financial success.
If the issue is deemed material to the company,
we then consider salient factors to inform our votes, such as the overall value of any report or other disclosure requested by a proposal, best-in-class practices by
peer group companies and best practices in the applicable sector. We will generally avoid supporting proposals that are overly prescriptive, taking into account the current policies, practices, disclosures and regulatory obligations of the company,
among other considerations. We generally favor shareholder proposals that improve transparency, as it allows our investment professionals to better understand a company’s risks and opportunities and its long-term value drivers.
Closed-End Funds
We recognize that many exchange-listed closed-end funds (“CEFs”) have adopted particular corporate
governance practices that deviate from certain policies set forth in these Policies and Procedures. We believe that the distinctive structure of CEFs can provide important benefits to investors but leaves CEFs uniquely vulnerable to short-term
oriented activist investors. Thus, to protect the interests of their shareholders, many CEFs have adopted measures to defend against attacks from activist investors. As such, in light of the unique nature of CEFs and their differences in corporate
governance practices from operating companies, we will consider on a case-by-case basis proposals involving the adoption of defensive measures by CEFs. This is
consistent with our approach to proxy voting that recognizes the importance of case-by-case analysis to ensure alignment with investment team views and voting in
accordance with the best interests of shareholders.
Practical Limitations to Proxy Voting
While Allspring uses its reasonable best efforts to vote proxies, in certain circumstances, it may be impractical or impossible for Allspring to vote proxies
(e.g., limited value or unjustifiable costs). One such instance is “share blocking.”
Proxy voting in certain countries requires share
blocking, which requires shareholders wishing to vote their proxies to deposit their shares with a designated depository before the date of the meeting. Consequently, the shares may not be sold in the period preceding the proxy vote. Absent
compelling reasons, Allspring believes that the benefit derived from voting these shares is outweighed by the burden of limited trading. Therefore, if share blocking is required in certain markets, Allspring will not participate and will refrain
from voting proxies for those clients impacted by share blocking.
Securities on Loan
Clients may have securities lending programs and instruct Allspring to endeavor to recall securities on loan to facilitate proxy voting on their behalf. With
respect to proxies for loaned securities, if Stewardship is aware of a high importance matter expected on a proxy in time to recall the security, the security will generally be recalled for voting.
Conflicts of Interest
As a fiduciary to our clients, Allspring seeks to identify and mitigate
conflicts of interest that may arise as a result of its proxy voting activities. Allspring may have a conflict of interest regarding a proxy to be voted upon if, for example, Allspring or its affiliates have other relationships with the issuer of
the proxy (e.g., if the issuer is a corporate pension fund client of Allspring). When PGC becomes aware of such a conflict of interest, it takes steps to mitigate the conflict by using any of the following methods:
| |
• |
|
Instructing ISS to vote in accordance with its recommendation |
| |
• |
|
Disclosing the conflict to the relevant client and obtaining its consent before voting |
| |
• |
|
Submitting the matter to the relevant client to exercise its authority to vote on such matter
|
| |
• |
|
Engaging an independent fiduciary who will direct the vote on such matter |
| |
• |
|
Voting in proportion to other shareholders (“mirror voting”) |
Finally, Allspring is a private company and controlling interest which is owned by certain private funds managed by GTCR LLC, a private equity firm
(“GTCR”). These funds and other funds managed by GTCR also have ownership interests in other companies in which Allspring invests on behalf of its clients. Allspring manages this potential conflict of interest by defaulting all voting of
any proxies issued by such companies to the ISS recommendation.
Records Retention
The Stewardship Team will maintain the following records relating to the implementation of the Policies and Procedures:
| |
• |
|
A copy of these Policies and Procedures |
| |
• |
|
Proxy statements received for client securities (which ISS maintains on behalf of Allspring)
|
| |
• |
|
Records of votes cast on behalf of funds and separate account clients (which ISS maintains on behalf of
Allspring) |
| |
• |
|
Records of each written client request for proxy voting records and Allspring’s written response to any
client request (written or oral) for such records |
| |
• |
|
Any documents prepared by Allspring or ISS that were material to making a proxy voting decision
|
Such proxy voting books and records shall be maintained for a period of six years.
Disclosure of Policies and Procedures and Voting Results
These Policies and Procedures or a summary thereof are disclosed on Allspring’s website and as required in relevant regulatory documents.
Upon client request, Allspring will provide clients with proxy statements and any records as to how Allspring voted proxies on their behalf. Clients may
contact their relationship manager, call Allspring at 1-866-259-3305 or e-mail:
allspring.clientadministration@allspringglobal.com to request a record of proxies voted on their behalf.
Allspring discloses proxy voting results in periodic regulatory reports as required by applicable law. In
addition, Allspring may disclose high-level proxy voting statistics in materials on its website. Allspring does not disclose to any issuer or third party how its separate account client proxies are voted.
Approved by PGC: 10 February 2026
Effective
date: 1 April 2026
ITEM 13. PORTFOLIO MANAGERS
OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES
PORTFOLIO MANAGERS (as of
August 31, 2026)
Kent Newcomb, CFA
Senior
Portfolio Manager, Rising Dividend Equity - Kent Newcomb is a senior portfolio manager and co-head of the Rising Dividend Equity team at Allspring Global Investments. He joined Allspring from its
predecessor firm, Wells Fargo Asset Management (WFAM). Prior to his current role, he had research responsibilities for the firm’s DSIP list and the industrials and utilities sectors. Earlier in his career, he served as an equity analyst for
A.G. Edwards. Kent began his investment industry career in 1985. He earned a bachelor’s degree in economics from Northwestern University and a master’s degree in business administration with an emphasis in finance from Washington
University. Kent has earned the right to use the Chartered Financial Analyst® (CFA®) designation and is a member of CFA Institute and CFA Society St. Louis.
Michael Schueller, CFA
Senior Portfolio
Manager, Global Fixed Income - Michael (Mike) Schueller is a senior portfolio manager and leads U.S. high yield for the Global Fixed Income team at Allspring Global Investments. In this capacity, he has oversight and portfolio management
responsibilities for separate accounts, mutual funds, and commingled vehicles across a range of strategies. He joined Allspring from its predecessor firm, Wells Fargo Asset Management (WFAM). He joined WFAM as a senior investment research analyst
from Strong Capital Management, where he held a similar position. Mike rejoined Strong in 2000, having left the firm to start a trust department for Community Bank & Trust in Sheboygan, Wisconsin. Before that, he served as associate counsel
for Strong’s legal department. Prior to this, Mike practiced law with Reinhart, Boerner, Van Deuren, Norris & Rieselbach, S.C., in Milwaukee, specializing in corporate reorganizations, mergers, and acquisitions. He began his
investment industry career in 1998. Mike earned a bachelor’s degree in economics from the University of Minnesota and a law degree from the University of Wisconsin, Madison. He has earned the right to use the Chartered Financial Analyst® (CFA®) designation.
Andy Smith, CFA
Portfolio Manager, Rising Dividend Equity - Andy Smith is a portfolio manager for the Rising Dividend Equity team at Allspring Global
Investments. He joined Allspring from its predecessor firm, Wells Fargo Asset Management (WFAM). Before joining WFAM, Andy served as an analyst for Edward Jones, where he covered various sectors and investments, including industrials, fixed
income, and utilities. Preceding this, Andy worked at A. G. Edwards as a portfolio reviewer and later served as an analyst. He began his investment industry career in 1996. Andy earned a bachelor’s degree in business administration
with an emphasis in marketing and a master’s degree in business administration with an emphasis in management from the University of Missouri. Andy has earned the right to use the Chartered Financial Analyst® (CFA®) designation and is a member of CFA Institute and CFA Society St. Louis.
OTHER FUNDS AND ACCOUNTS MANAGED
The following table provides information about the registered investment companies (including the Fund) and other pooled investment vehicles and accounts
managed by the portfolio manager of the Fund as of the Fund’s most recent fiscal year ended August 31, 2026.
Kent Newcomb
|
|
|
|
|
|
|
|
|
|
|
|
|
| I manage the following types of accounts: |
|
Other
Registered
Investment
Companies |
|
|
Other
Pooled
Investment
Vehicles |
|
|
Other
Accounts |
|
| Number of above accounts |
|
|
2 |
|
|
|
0 |
|
|
|
0 |
|
| Total assets of above accounts (millions) |
|
$ |
425.48 |
|
|
|
0.00 |
|
|
|
0.00 |
|
|
|
|
| performance based fee accounts: |
|
|
|
|
|
|
|
|
|
| I manage the following types of accounts: |
|
Other
Registered
Investment
Companies |
|
|
Other
Pooled
Investment
Vehicles |
|
|
Other
Accounts |
|
| Number of above accounts |
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
| Total assets of above accounts (millions) |
|
$ |
0.00 |
|
|
$ |
0.00 |
|
|
$ |
0.00 |
|
Michael J. Schueller
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| I manage the following types of accounts: |
|
Other
Registered
Investment
Companies |
|
|
Other
Pooled
Investment
Vehicles |
|
|
Other
Accounts |
|
| Number of above accounts |
|
|
17 |
|
|
|
8 |
|
|
|
24 |
|
| Total assets of above accounts (millions) |
|
$ |
20,458.46 |
|
|
|
1,620.17 |
|
|
|
1,092.99 |
|
|
|
|
| performance based fee accounts: |
|
|
|
|
|
|
|
|
|
| I manage the following types of accounts: |
|
Other
Registered
Investment
Companies |
|
|
Other
Pooled
Investment
Vehicles |
|
|
Other
Accounts |
|
| Number of above accounts |
|
|
0 |
|
|
|
0 |
|
|
|
1 |
|
| Total assets of above accounts (millions) |
|
$ |
0.00 |
|
|
$ |
0.00 |
|
|
$ |
155.54 |
|
Andy Smith
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| I manage the following types of accounts: |
|
Other
Registered
Investment
Companies |
|
|
Other
Pooled
Investment
Vehicles |
|
|
Other
Accounts |
|
| Number of above accounts |
|
|
2 |
|
|
|
0 |
|
|
|
0 |
|
| Total assets of above accounts (millions) |
|
$ |
425.48 |
|
|
|
0.00 |
|
|
|
0.00 |
|
|
|
|
| performance based fee accounts: |
|
|
|
|
|
|
|
|
|
| I manage the following types of accounts: |
|
Other
Registered
Investment
Companies |
|
|
Other
Pooled
Investment
Vehicles |
|
|
Other
Accounts |
|
| Number of above accounts |
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
| Total assets of above accounts (millions) |
|
$ |
0.00 |
|
|
$ |
0.00 |
|
|
$ |
0.00 |
|
MATERIAL CONFLICTS OF INTEREST
The Portfolio Managers face inherent conflicts of interest in their day-to-day management of the Funds and other accounts because the Funds may have different investment objectives, strategies and risk profiles than the other
accounts managed by the Portfolio Managers. For instance, to the extent that the Portfolio Managers manage accounts with different investment strategies than the Funds, they may from time to time be inclined to purchase securities, including initial
public offerings, for one account but not for a Fund. Additionally, some of the accounts managed by the Portfolio Managers may have different fee structures, including performance fees, which are or have the potential to be higher or lower, in some
cases significantly higher or lower, than the fees paid by the Funds. The differences in fee structures may provide an incentive to the Portfolio Managers to allocate more favorable trades to the higher-paying accounts.
To minimize the effects of these inherent conflicts of interest, the Sub-Adviser has adopted and implemented
policies and procedures, including brokerage and trade allocation policies and procedures, that it believes address the potential conflicts associated with managing portfolios for multiple clients and are designed to ensure that all clients are
treated fairly and equitably. Accordingly, security block purchases are allocated to all accounts with similar objectives in a fair and equitable manner. Furthermore, the Sub-Adviser has adopted a
Code of Ethics under Rule 17j-1 under the 1940 Act and Rule 204A-1 under the Investment Advisers Act of 1940 (the “Advisers Act”) to
address potential conflicts associated with managing the Funds and any personal accounts the Portfolio Managers may maintain.
Allspring Investments.
Allspring Global Investments, LLC (“Allspring Investments”) Portfolio Managers often provide investment management for separate accounts
advised in the same or similar investment style as that provided to mutual funds. While management of multiple accounts could potentially lead to conflicts of interest over various issues such as trade allocation, fee disparities and research
acquisition, Allspring Investments has implemented policies and procedures for the express purpose of ensuring that clients are treated fairly and that potential conflicts of interest are minimized.
The Portfolio Managers face inherent conflicts of interest in
their day-to-day management of the Funds and other accounts because the Funds may have different investment objectives, strategies and risk profiles than the
other accounts managed by the Portfolio Managers. For instance, to the extent that the Portfolio Managers manage accounts with different investment strategies than the Funds, they may from time to time be inclined to purchase securities, including
initial public offerings, for one account but not for a Fund. Additionally, some of the accounts managed by the Portfolio Managers may have different fee structures, including performance fees, which are or have the potential to be higher or lower,
in some cases significantly higher or lower, than the fees paid by the Funds. The differences in fee structures may provide an incentive to the Portfolio Managers to allocate more favorable trades to the higher-paying accounts.
To minimize the effects of these inherent conflicts of interest, Allspring Investments has adopted and implemented policies and procedures, including
brokerage and trade allocation policies and procedures, that they believe address the potential conflicts associated with managing portfolios for multiple clients and are designed to ensure that all clients are treated fairly and equitably.
Accordingly, security block purchases are allocated to all accounts with similar objectives in a fair and equitable manner. Furthermore, Allspring Investments has adopted a Code of Ethics under
Rule 17j-1 under the 1940 Act
and Rule 204A-1 under the Investment Advisers Act of 1940 (the “Advisers Act”) to address potential conflicts associated with
managing the Funds and any personal accounts the Portfolio Managers may maintain.
COMPENSATION
The Portfolio Managers were compensated by their employing sub-adviser from the fees the Adviser paid the Sub-Adviser using the following compensation structure:
Allspring Investments.
The compensation structure for Allspring Investments’ Portfolio Managers includes a competitive fixed base salary plus variable incentives, payable
annually and over a deferred period. Allspring Investments participates in third party investment management compensation surveys for market-based compensation information to help support individual pay decisions and to ensure our compensation is
aligned with the marketplace. In addition to surveys, Allspring Investments also considers prior professional experience, tenure, seniority, and a Portfolio Manager’s team size, scope, and assets under management when determining his/her total
compensation. In addition, Portfolio Managers who meet the eligibility requirements may participate in our 401(k) plan that features a limited matching contribution. Eligibility for and participation in this plan is on the same basis for all
employees.
Allspring Investments’ investment incentive program plays an important role in aligning the interests of its Portfolio Managers,
investment team members, clients, and shareholders. Incentive awards for Portfolio Managers are determined based on a review of relative investment and business/team performance. Investment performance is generally evaluated for 1, 3, and 5 year
performance results, with a predominant weighting on the 3 and 5 year time periods, versus the relevant benchmarks and/or peer groups consistent with the investment style.
Once determined, incentives are awarded to Portfolio Managers annually, with a portion awarded as annual cash and a portion awarded as a deferred incentive.
The long-term portion of incentives generally carry a pro-rated vesting schedule over a 3 year period. For many of its Portfolio Managers, Allspring Investments further requires a portion of their
annual long-term award be allocated directly into each strategy they manage through a deferred compensation vehicle. In addition, investment team members who are eligible for long term awards also have the opportunity to invest up to 100% of their
awards into investment strategies they support (through a deferred compensation vehicle).
As an independent firm, approximately 20% of Allspring Group
Holdings, LLC (of which Allspring Investments is a subsidiary) is owned by employees, including Portfolio Managers.
BENEFICIAL OWNERSHIP OF THE FUND
The following table shows for each Portfolio Manager the dollar value of the Fund beneficially owned by the Portfolio Manager as of August 31, 2026:
|
|
|
|
|
| Kent Newcomb |
|
|
None |
|
| Michael J. Schueller |
|
|
None |
|
| Andy Smith |
|
|
None |
|
ITEM 14. PURCHASES OF EQUITY SECURITIES
BY CLOSED-END MANAGEMENT INVESTMENT COMPANY AND AFFILIATED PURCHASERS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Period |
|
(a)
Total Number
of Shares
Purchased |
|
|
(b)
Average Price
Paid per Share |
|
|
(c)
Total Number of
Shares Purchased
as Part of Publicly
Announced Plans
or Programs |
|
|
(d)
Maximum Number
of Shares that May
Yet Be Purchased
Under the Plans or
Programs |
|
| 9/1/2025 to 9/30/2025 |
|
|
0 |
|
|
$ |
0.00 |
|
|
|
0 |
|
|
|
342,336 |
|
| 10/1/2025 to 10/31/2025 |
|
|
0 |
|
|
|
0.00 |
|
|
|
0 |
|
|
|
342,336 |
|
| 11/1/2025 to 11/30/2025 |
|
|
0 |
|
|
|
0.00 |
|
|
|
0 |
|
|
|
342,336 |
|
| 12/1/2025 to 12/31/2025 |
|
|
0 |
|
|
|
0.00 |
|
|
|
0 |
|
|
|
342,336 |
|
| 1/1/2026 to 1/31/2026 |
|
|
0 |
|
|
|
0.00 |
|
|
|
0 |
|
|
|
441,608 |
|
| 2/1/2026 to 2/28/2026 |
|
|
0 |
|
|
|
0.00 |
|
|
|
0 |
|
|
|
441,608 |
|
| 3/1/2026 to 3/31/2026 |
|
|
0 |
|
|
|
0.00 |
|
|
|
0 |
|
|
|
441,608 |
|
| 4/1/2026 to 4/30/2026 |
|
|
0 |
|
|
|
0.00 |
|
|
|
0 |
|
|
|
441,608 |
|
| 5/1/2026 to 5/31/2026 |
|
|
0 |
|
|
|
0.00 |
|
|
|
0 |
|
|
|
441,608 |
|
| 6/1/2026 to 6/30/2026 |
|
|
0 |
|
|
|
0.00 |
|
|
|
0 |
|
|
|
441,608 |
|
| 7/1/2026 to 7/31/2026 |
|
|
0 |
|
|
|
0.00 |
|
|
|
0 |
|
|
|
441,608 |
|
| 8/1/2026 to 8/31/2026 |
|
|
0 |
|
|
|
0.00 |
|
|
|
0 |
|
|
|
441,608 |
|
| Total |
|
|
0 |
|
|
$ |
0.00 |
|
|
|
0 |
|
|
|
441,608 |
|
On November 13, 2025, the Fund announced a renewal of its open-market share repurchase program (the “Buyback
Program”). Under the renewed Buyback Program, the Fund may repurchase up to 5% of its outstanding shares in open market transactions during the period beginning on January 1, 2026 and ending on December 31, 2026. The Fund’s
Board of Trustees has delegated to Allspring Funds Management, LLC, the Fund’s adviser, discretion to administer the Buyback Program, including the determination of the amount and timing of repurchases in accordance with the best interests of
the Fund and subject to applicable legal limitations.
ITEM 15. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
There have been no material changes to the procedures by which shareholders may recommend nominees to the registrant’s Board of Trustees that have been
implemented since the registrant’s last provided disclosure in response to the requirements of this Item.
ITEM 16. CONTROLS AND PROCEDURES
(a) The President and Treasurer have concluded that the Allspring Utilities and High Income Fund disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) provide reasonable assurances that material information relating to the registrant is made known to them by the appropriate persons, based on their
evaluation of these controls and procedures as of a date within 90 days of the filing of this report.
(b) There were no significant changes in the
registrant’s internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) that occurred during the period covered by this report that
materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.
ITEM 17. DISCLOSURES OF SECURITIES LENDING ACTIVITIES
FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES
Not applicable.
ITEM 18. RECOVERY OF ERRONEOUSLY AWARDED COMPENSATION
Not applicable.
ITEM 19. EXHIBITS
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.
|
|
|
| Allspring Utilities and High Income Fund |
|
|
| By: |
|
/s/ John Kenney |
|
|
John Kenney |
|
|
President (Principal Executive Officer) |
|
|
| Date: |
|
October 23, 2026 |
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report
has been signed below by the following persons on behalf of the registrant and in the capacities and on the date indicated.
|
|
|
| Allspring Utilities and High Income Fund |
|
|
| By: |
|
/s/ John Kenney |
|
|
John Kenney |
|
|
President (Principal Executive Officer) |
|
|
| Date: |
|
October 23, 2026 |
|
|
| By: |
|
/s/ Jeremy DePalma |
|
|
Jeremy DePalma |
|
|
Treasurer (Principal Financial Officer) |
|
| Date: October 23, 2026 |
