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: 811-21269
Allspring Income Opportunities 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: April 30
Date of reporting period: April 30, 2024
ITEM 1. REPORT TO STOCKHOLDERS
2
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6 | |
11 | |
17 | |
28 | |
29 | |
30 | |
31 | |
32 | |
33 | |
37 | |
38 | |
43 |
Allspring Funds
President
Allspring Funds
Notice to Shareholders |
• On November 15, 2023, the Fund announced a renewal of its open-market share repurchase program (the “Buyback
Program”). Under the renewed Buyback Program, the Fund may repurchase up to 5%
of its outstanding shares in open market transactions during the period
beginning on January 1, 2024 and ending on December 31, 2024. The Fund’s Board of Trustees has delegated to Allspring Funds Management, LLC, the Fund’s adviser, discretion to administer the Buyback
Program, including the determination of the amount and timing of repurchases in
accordance with the best interests of the Fund and subject to applicable
legal limitations. |
• The Fund’s managed distribution plan provides for the declaration of monthly distributions to common shareholders of the
Fund at an annual minimum fixed rate of 8.75% based on the Fund’s average
monthly net asset value per share over the prior 12 months. Under the
managed distribution plan, 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 long-term capital gains and/or return of capital to its shareholders in
order to maintain its managed distribution level. You should not draw
any conclusions about the Fund’s investment performance from the amount of the Fund’s distributions or from the terms of the managed distribution plan. Shareholders may elect to reinvest distributions
received pursuant to the managed distribution plan in the Fund under the existing
dividend reinvestment plan, which is described later in this
report. |
Investment objective |
The Fund seeks a high level of current income. Capital appreciation is a secondary objective. |
Strategy summary |
Under normal market conditions, the Fund invests at least 80% of its total assets in below-investment-
grade (high yield) debt securities, loans and preferred stocks. These securities are rated Ba or
lower by Moody’s or BB or lower by S&P, or are unrated securities of
comparable quality as determined by the subadviser. |
Adviser |
Allspring Funds Management, LLC |
Subadviser |
Allspring Global Investments, LLC |
Portfolio managers |
Chris Lee, CFA, Michael J. Schueller, CFA |
Average annual total returns (%) as of April 30, 20241 | |||
|
|
|
|
|
1 year |
5 year |
10 year |
Based on market value |
10.87 |
4.56 |
5.32 |
Based on net asset value (NAV) |
10.59 |
4.68 |
5.92 |
Bloomberg U.S. Universal Bond Index2
|
-0.34 |
0.18 |
1.51 |
ICE BofA U.S. High Yield Constrained Index3
|
8.89 |
3.52 |
4.18 |
| |
1 |
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. |
2 |
The Bloomberg U.S. Universal Bond Index is an unmanaged market-value-weighted performance benchmark for the U.S.-dollar-denominated bond market, which includes
investment-grade, high-yield, and emerging markets debt securities with maturities
of one year or more. You cannot invest directly in an index. |
3 |
The ICE BofA U.S. High Yield Constrained Index is a market-value-weighted index of all domestic and Yankee high-yield bonds, including deferred interest bonds and
payment-in-kind securities. Issues included in the index have maturities
of one year or more and have a credit rating lower than BBB-/Baa3 but are not in default. The ICE BofA U.S. High Yield Constrained Index limits any individual issuer to a maximum of 2% benchmark exposure. Returns shown are net of transaction costs beginning on
July 1, 2022. You cannot invest directly in an index. Copyright 2024. ICE
Data Indices, LLC. All rights reserved. |
CFA® and Chartered Financial Analyst® are trademarks owned by CFA Institute. |
Growth of $10,000 investment as of April 30, 20241 |
1 |
The chart compares the performance of the Fund for the most recent ten years with the Bloomberg U.S. Universal Bond Index and ICE BofA U.S. High Yield Constrained
Index. The chart assumes a hypothetical investment of $10,000 investment and
reflects all operating expenses of the Fund. |
Comparison of NAV vs. market value1 |
1 |
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. |
Ten largest holdings (%) as of April 30, 20241 | |
CCM Merger, Inc., 6.38%, 5-1-2026 |
1.66 |
Pattern Energy Operations LP/Pattern Energy Operations, Inc., 4.50%, 8-15-2028 |
1.52 |
PG&E Corp., 5.25%, 7-1-2030 |
1.51 |
Sirius XM Radio, Inc., 4.13%, 7-1-2030 |
1.43 |
Air Canada Pass-Through Trust, 10.50%, 7-15-2026 |
1.35 |
Werner FinCo LP/Werner FinCo, Inc. (PIK at 5.75%), 14.50%, 10-15-2028 |
1.34 |
CoreCivic, Inc., 8.25%, 4-15-2029 |
1.28 |
Asurion LLC, 8.68%, 12-23-2026 |
1.26 |
Camelot Return Merger Sub, Inc., 8.75%, 8-1-2028 |
1.24 |
Tenet Healthcare Corp., 6.75%, 5-15-2031 |
1.21 |
1 |
Figures represent the percentage of the Fund’s net assets. Holdings are subject to change and may have changed since the date specified. |
Credit quality as of April 30, 20241 |
1 |
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. |
Effective maturity distribution as of April 30, 20241 |
1 |
Figures represent the percentage of the Fund’s fixed-income securities. Allocations are subject to change and may have changed since the date specified. |
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.
|
|
|
|
Shares |
Value | |
Common stocks: 0.35% |
|
|
|
|
|
|
Communication services: 0.00% |
|
|
|
|
|
|
Diversified telecommunication services: 0.00% |
|
|
|
|
|
|
Intelsat Emergence SA♦† |
|
|
|
|
178 |
$0 |
Energy: 0.28% |
|
|
|
|
|
|
Energy equipment & services: 0.28% |
|
|
|
|
|
|
Bristow Group, Inc.† |
|
|
|
|
45,908 |
1,207,839 |
Investment Companies: 0.07% |
|
|
|
|
|
|
Resolute Topco, Inc.† |
|
|
|
|
30,956 |
309,560 |
Total common stocks (Cost $998,983) |
|
|
|
|
|
1,517,399 |
|
|
Interest rate |
Maturity date |
Principal |
| |
Corporate bonds and notes: 114.24% |
|
|
|
|
|
|
Basic materials: 0.49% |
|
|
|
|
|
|
Chemicals: 0.49% |
|
|
|
|
|
|
SCIH Salt Holdings, Inc.144A |
|
6.63 % |
5-1-2029 |
$ |
2,275,000 |
2,099,107 |
Communications: 13.22% |
|
|
|
|
|
|
Advertising: 2.00% |
|
|
|
|
|
|
Clear Channel Outdoor Holdings, Inc.144A |
|
7.50 |
6-1-2029 |
|
2,110,000 |
1,700,293 |
Clear Channel Outdoor Holdings, Inc.144A |
|
9.00 |
9-15-2028 |
|
2,010,000 |
2,066,410 |
Outfront Media Capital LLC/Outfront Media Capital Corp.144A
|
|
4.63 |
3-15-2030 |
|
1,765,000 |
1,558,261 |
Outfront Media Capital LLC/Outfront Media Capital Corp.144A
|
|
5.00 |
8-15-2027 |
|
905,000 |
861,354 |
Outfront Media Capital LLC/Outfront Media Capital Corp.144A
|
|
7.38 |
2-15-2031 |
|
2,260,000 |
2,319,214 |
|
|
|
|
|
|
8,505,532 |
Internet: 2.95% |
|
|
|
|
|
|
Arches Buyer, Inc.144A |
|
4.25 |
6-1-2028 |
|
1,875,000 |
1,607,798 |
Arches Buyer, Inc.144A |
|
6.13 |
12-1-2028 |
|
1,850,000 |
1,504,743 |
Cablevision Lightpath LLC144A |
|
3.88 |
9-15-2027 |
|
1,810,000 |
1,597,061 |
Cablevision Lightpath LLC144A |
|
5.63 |
9-15-2028 |
|
1,600,000 |
1,291,163 |
Match Group Holdings II LLC144A |
|
5.63 |
2-15-2029 |
|
4,825,000 |
4,589,742 |
Uber Technologies, Inc.144A |
|
8.00 |
11-1-2026 |
|
1,925,000 |
1,944,100 |
|
|
|
|
|
|
12,534,607 |
Media: 8.00% |
|
|
|
|
|
|
CCO Holdings LLC/CCO Holdings Capital Corp.144A |
|
4.25 |
1-15-2034 |
|
6,250,000 |
4,528,196 |
CCO Holdings LLC/CCO Holdings Capital Corp.144A |
|
4.50 |
8-15-2030 |
|
6,100,000 |
4,957,173 |
CCO Holdings LLC/CCO Holdings Capital Corp. |
|
4.50 |
5-1-2032 |
|
850,000 |
652,644 |
CCO Holdings LLC/CCO Holdings Capital Corp.144A |
|
5.00 |
2-1-2028 |
|
375,000 |
341,505 |
CSC Holdings LLC144A |
|
4.63 |
12-1-2030 |
|
2,400,000 |
1,041,680 |
CSC Holdings LLC144A |
|
5.75 |
1-15-2030 |
|
1,000,000 |
438,520 |
CSC Holdings LLC144A |
|
11.25 |
5-15-2028 |
|
2,125,000 |
1,879,634 |
CSC Holdings LLC144A |
|
11.75 |
1-31-2029 |
|
1,935,000 |
1,719,102 |
Directv Financing LLC/Directv Financing Co-Obligor, Inc.144A
|
|
5.88 |
8-15-2027 |
|
1,250,000 |
1,165,096 |
DISH Network Corp.144A |
|
11.75 |
11-15-2027 |
|
1,860,000 |
1,874,949 |
|
|
Interest
rate |
Maturity
date |
Principal |
Value | |
Media(continued) |
|
|
|
|
|
|
Nexstar Media, Inc.144A |
|
5.63 % |
7-15-2027 |
$ |
1,730,000 |
$1,626,843 |
Scripps Escrow II, Inc.144A |
|
5.38 |
1-15-2031 |
|
4,715,000 |
2,781,991 |
Sirius XM Radio, Inc.144A |
|
4.13 |
7-1-2030 |
|
7,165,000 |
6,076,355 |
Townsquare Media, Inc.144A |
|
6.88 |
2-1-2026 |
|
5,101,000 |
4,950,322 |
|
|
|
|
|
|
34,034,010 |
Telecommunications: 0.27% |
|
|
|
|
|
|
CommScope, Inc.144A |
|
6.00 |
3-1-2026 |
|
1,300,000 |
1,161,875 |
Consumer, cyclical: 22.79% |
|
|
|
|
|
|
Airlines: 1.30% |
|
|
|
|
|
|
Hawaiian Airlines Pass-Through Certificates Series 2013-1 Class A |
|
3.90 |
1-15-2026 |
|
1,875,901 |
1,756,393 |
Hawaiian Brand Intellectual Property Ltd./HawaiianMiles Loyalty Ltd.144A |
|
5.75 |
1-20-2026 |
|
2,685,000 |
2,518,233 |
Spirit Loyalty Cayman Ltd./Spirit IP Cayman Ltd.144A |
|
8.00 |
9-20-2025 |
|
1,605,000 |
1,253,565 |
|
|
|
|
|
|
5,528,191 |
Apparel: 1.42% |
|
|
|
|
|
|
Crocs, Inc.144A |
|
4.13 |
8-15-2031 |
|
1,275,000 |
1,069,941 |
Crocs, Inc.144A |
|
4.25 |
3-15-2029 |
|
3,470,000 |
3,110,831 |
Tapestry, Inc. |
|
7.85 |
11-27-2033 |
|
1,775,000 |
1,854,155 |
|
|
|
|
|
|
6,034,927 |
Auto manufacturers: 0.45% |
|
|
|
|
|
|
Ford Motor Co. |
|
4.75 |
1-15-2043 |
|
2,440,000 |
1,921,142 |
Auto parts & equipment: 2.32% |
|
|
|
|
|
|
Adient Global Holdings Ltd.144A |
|
8.25 |
4-15-2031 |
|
1,430,000 |
1,484,977 |
American Axle & Manufacturing, Inc. |
|
5.00 |
10-1-2029 |
|
2,825,000 |
2,548,848 |
Cooper Tire & Rubber Co. |
|
7.63 |
3-15-2027 |
|
2,115,000 |
2,146,725 |
ZF North America Capital, Inc.144A |
|
6.75 |
4-23-2030 |
|
1,985,000 |
1,989,129 |
ZF North America Capital, Inc.144A |
|
6.88 |
4-23-2032 |
|
1,680,000 |
1,697,625 |
|
|
|
|
|
|
9,867,304 |
Distribution/wholesale: 0.66% |
|
|
|
|
|
|
G-III Apparel Group Ltd.144A |
|
7.88 |
8-15-2025 |
|
2,795,000 |
2,808,634 |
Entertainment: 4.68% |
|
|
|
|
|
|
CCM Merger, Inc.144A |
|
6.38 |
5-1-2026 |
|
7,075,000 |
7,057,852 |
Churchill Downs, Inc.144A |
|
4.75 |
1-15-2028 |
|
3,360,000 |
3,174,574 |
Churchill Downs, Inc.144A |
|
6.75 |
5-1-2031 |
|
645,000 |
640,323 |
Cinemark USA, Inc.144A |
|
5.25 |
7-15-2028 |
|
2,230,000 |
2,070,767 |
Cinemark USA, Inc.144A |
|
5.88 |
3-15-2026 |
|
980,000 |
967,656 |
Cinemark USA, Inc.144A |
|
8.75 |
5-1-2025 |
|
1,251,000 |
1,251,000 |
Live Nation Entertainment, Inc.144A |
|
5.63 |
3-15-2026 |
|
1,792,000 |
1,760,375 |
Six Flags Entertainment Corp./Six Flags Theme Parks, Inc.144A%%
|
|
6.63 |
5-1-2032 |
|
3,000,000 |
2,988,034 |
|
|
|
|
|
|
19,910,581 |
|
|
Interest
rate |
Maturity
date |
Principal |
Value | |
Home builders: 0.93% |
|
|
|
|
|
|
LGI Homes, Inc.144A |
|
8.75 % |
12-15-2028 |
$ |
1,445,000 |
$1,503,111 |
Taylor Morrison Communities, Inc.144A |
|
5.13 |
8-1-2030 |
|
780,000 |
726,315 |
Tri Pointe Homes, Inc. |
|
5.70 |
6-15-2028 |
|
1,771,000 |
1,714,098 |
|
|
|
|
|
|
3,943,524 |
Housewares: 0.75% |
|
|
|
|
|
|
Newell Brands, Inc. |
|
5.70 |
4-1-2026 |
|
3,230,000 |
3,178,494 |
Leisure time: 2.75% |
|
|
|
|
|
|
Carnival Holdings Bermuda Ltd.144A |
|
10.38 |
5-1-2028 |
|
4,440,000 |
4,814,146 |
NCL Corp. Ltd.144A |
|
5.88 |
3-15-2026 |
|
1,560,000 |
1,528,520 |
NCL Corp. Ltd.144A |
|
5.88 |
2-15-2027 |
|
1,400,000 |
1,367,617 |
NCL Corp. Ltd.144A |
|
7.75 |
2-15-2029 |
|
1,715,000 |
1,751,835 |
NCL Corp. Ltd.144A |
|
8.13 |
1-15-2029 |
|
710,000 |
739,422 |
Viking Cruises Ltd.144A |
|
7.00 |
2-15-2029 |
|
1,525,000 |
1,519,215 |
|
|
|
|
|
|
11,720,755 |
Retail: 7.53% |
|
|
|
|
|
|
Bath & Body Works, Inc.144A |
|
6.63 |
10-1-2030 |
|
925,000 |
924,310 |
Dave & Buster’s, Inc.144A |
|
7.63 |
11-1-2025 |
|
1,055,000 |
1,061,836 |
FirstCash, Inc.144A |
|
4.63 |
9-1-2028 |
|
2,950,000 |
2,729,364 |
FirstCash, Inc.144A |
|
6.88 |
3-1-2032 |
|
1,300,000 |
1,283,568 |
Gap, Inc.144A |
|
3.88 |
10-1-2031 |
|
1,850,000 |
1,503,554 |
Kohl’s Corp. |
|
4.63 |
5-1-2031 |
|
2,400,000 |
1,978,618 |
Lithia Motors, Inc.144A |
|
4.38 |
1-15-2031 |
|
1,790,000 |
1,567,155 |
LSF9 Atlantis Holdings LLC/Victra Finance Corp.144A |
|
7.75 |
2-15-2026 |
|
2,095,000 |
2,053,726 |
Macy’s Retail Holdings LLC144A |
|
5.88 |
4-1-2029 |
|
1,630,000 |
1,571,599 |
Macy’s Retail Holdings LLC144A |
|
6.13 |
3-15-2032 |
|
3,240,000 |
3,064,771 |
Michaels Cos., Inc.144A |
|
7.88 |
5-1-2029 |
|
1,755,000 |
1,285,912 |
NMG Holding Co., Inc./Neiman Marcus Group LLC144A |
|
7.13 |
4-1-2026 |
|
2,505,000 |
2,493,381 |
PetSmart, Inc./PetSmart Finance Corp.144A |
|
4.75 |
2-15-2028 |
|
2,870,000 |
2,648,575 |
PetSmart, Inc./PetSmart Finance Corp.144A |
|
7.75 |
2-15-2029 |
|
3,175,000 |
3,017,787 |
Raising Cane’s Restaurants LLC144A |
|
9.38 |
5-1-2029 |
|
2,230,000 |
2,391,695 |
Sally Holdings LLC/Sally Capital, Inc. |
|
6.75 |
3-1-2032 |
|
2,540,000 |
2,455,313 |
|
|
|
|
|
|
32,031,164 |
Consumer, non-cyclical: 18.09% |
|
|
|
|
|
|
Commercial services: 9.44% |
|
|
|
|
|
|
Allied Universal Holdco LLC144A |
|
7.88 |
2-15-2031 |
|
1,055,000 |
1,057,330 |
Allied Universal Holdco LLC/Allied Universal Finance Corp.144A
|
|
6.00 |
6-1-2029 |
|
4,455,000 |
3,782,376 |
Allied Universal Holdco LLC/Allied Universal Finance Corp.144A
|
|
6.63 |
7-15-2026 |
|
820,000 |
817,832 |
CoreCivic, Inc. |
|
8.25 |
4-15-2029 |
|
5,245,000 |
5,419,632 |
GEO Group, Inc.144A |
|
8.63 |
4-15-2029 |
|
4,865,000 |
4,925,129 |
GEO Group, Inc.144A |
|
10.25 |
4-15-2031 |
|
3,565,000 |
3,675,302 |
MPH Acquisition Holdings LLC144A |
|
5.50 |
9-1-2028 |
|
1,375,000 |
1,120,443 |
MPH Acquisition Holdings LLC144A |
|
5.75 |
11-1-2028 |
|
4,670,000 |
3,432,622 |
Prime Security Services Borrower LLC/Prime Finance, Inc.144A
|
|
6.25 |
1-15-2028 |
|
2,250,000 |
2,198,062 |
Sabre Global, Inc.144A |
|
11.25 |
12-15-2027 |
|
4,705,000 |
4,397,289 |
|
|
Interest
rate |
Maturity
date |
Principal |
Value | |
Commercial services(continued) |
|
|
|
|
|
|
Service Corp. International |
|
7.50 % |
4-1-2027 |
$ |
2,880,000 |
$2,962,633 |
Sotheby’s/Bidfair Holdings, Inc.144A |
|
5.88 |
6-1-2029 |
|
2,570,000 |
2,138,507 |
Upbound Group, Inc.144A |
|
6.38 |
2-15-2029 |
|
4,375,000 |
4,199,913 |
|
|
|
|
|
|
40,127,070 |
Food: 1.16% |
|
|
|
|
|
|
B&G Foods, Inc.144A |
|
8.00 |
9-15-2028 |
|
4,780,000 |
4,953,289 |
Healthcare-services: 6.60% |
|
|
|
|
|
|
Catalent Pharma Solutions, Inc.144A |
|
5.00 |
7-15-2027 |
|
3,135,000 |
3,074,287 |
CHS/Community Health Systems, Inc.144A |
|
5.25 |
5-15-2030 |
|
2,060,000 |
1,684,225 |
CHS/Community Health Systems, Inc.144A |
|
5.63 |
3-15-2027 |
|
2,225,000 |
2,037,302 |
CHS/Community Health Systems, Inc.144A |
|
6.00 |
1-15-2029 |
|
125,000 |
109,055 |
CHS/Community Health Systems, Inc.144A |
|
8.00 |
3-15-2026 |
|
773,000 |
769,237 |
IQVIA, Inc.144A |
|
6.50 |
5-15-2030 |
|
2,650,000 |
2,662,023 |
ModivCare Escrow Issuer, Inc.144A |
|
5.00 |
10-1-2029 |
|
2,720,000 |
1,889,577 |
Pediatrix Medical Group, Inc.144A |
|
5.38 |
2-15-2030 |
|
3,560,000 |
3,114,964 |
Select Medical Corp.144A |
|
6.25 |
8-15-2026 |
|
2,900,000 |
2,901,087 |
Star Parent, Inc.144A |
|
9.00 |
10-1-2030 |
|
3,250,000 |
3,399,666 |
Surgery Center Holdings, Inc.144A |
|
7.25 |
4-15-2032 |
|
1,250,000 |
1,248,293 |
Tenet Healthcare Corp.144A |
|
6.75 |
5-15-2031 |
|
5,150,000 |
5,160,213 |
|
|
|
|
|
|
28,049,929 |
Pharmaceuticals: 0.89% |
|
|
|
|
|
|
AdaptHealth LLC144A |
|
5.13 |
3-1-2030 |
|
2,535,000 |
2,157,845 |
Endo Finance Holdings, Inc.144A |
|
8.50 |
4-15-2031 |
|
1,605,000 |
1,630,788 |
|
|
|
|
|
|
3,788,633 |
Energy: 21.07% |
|
|
|
|
|
|
Energy-alternate sources: 2.49% |
|
|
|
|
|
|
Enviva Partners LP/Enviva Partners Finance Corp.144A† |
|
6.50 |
1-15-2026 |
|
8,490,000 |
3,650,700 |
TerraForm Power Operating LLC144A |
|
4.75 |
1-15-2030 |
|
4,160,000 |
3,707,929 |
TerraForm Power Operating LLC144A |
|
5.00 |
1-31-2028 |
|
3,450,000 |
3,219,437 |
|
|
|
|
|
|
10,578,066 |
Oil & gas: 5.73% |
|
|
|
|
|
|
Aethon United BR LP/Aethon United Finance Corp.144A |
|
8.25 |
2-15-2026 |
|
4,595,000 |
4,624,693 |
Crescent Energy Finance LLC144A |
|
7.63 |
4-1-2032 |
|
40,000 |
40,149 |
Encino Acquisition Partners Holdings LLC144A |
|
8.50 |
5-1-2028 |
|
4,245,000 |
4,297,175 |
Encino Acquisition Partners Holdings LLC144A |
|
8.75 |
5-1-2031 |
|
860,000 |
875,699 |
Hilcorp Energy I LP/Hilcorp Finance Co.144A |
|
5.75 |
2-1-2029 |
|
2,140,000 |
2,055,751 |
Hilcorp Energy I LP/Hilcorp Finance Co.144A |
|
6.00 |
4-15-2030 |
|
400,000 |
382,996 |
Hilcorp Energy I LP/Hilcorp Finance Co.144A |
|
6.00 |
2-1-2031 |
|
835,000 |
797,126 |
Hilcorp Energy I LP/Hilcorp Finance Co.144A |
|
6.25 |
11-1-2028 |
|
2,725,000 |
2,684,922 |
Hilcorp Energy I LP/Hilcorp Finance Co.144A |
|
6.25 |
4-15-2032 |
|
400,000 |
386,214 |
Hilcorp Energy I LP/Hilcorp Finance Co.144A |
|
8.38 |
11-1-2033 |
|
215,000 |
230,632 |
Nabors Industries Ltd.144A |
|
7.50 |
1-15-2028 |
|
2,525,000 |
2,394,071 |
Nabors Industries, Inc.144A |
|
9.13 |
1-31-2030 |
|
3,300,000 |
3,402,909 |
|
|
Interest
rate |
Maturity
date |
Principal |
Value | |
Oil & gas(continued) |
|
|
|
|
|
|
Southwestern Energy Co. |
|
8.38 % |
9-15-2028 |
$ |
1,510,000 |
$1,558,823 |
Talos Production, Inc.144A |
|
9.00 |
2-1-2029 |
|
590,000 |
622,486 |
|
|
|
|
|
|
24,353,646 |
Oil & gas services: 1.91% |
|
|
|
|
|
|
Bristow Group, Inc.144A |
|
6.88 |
3-1-2028 |
|
4,600,000 |
4,461,298 |
Oceaneering International, Inc. |
|
6.00 |
2-1-2028 |
|
3,730,000 |
3,668,737 |
|
|
|
|
|
|
8,130,035 |
Pipelines: 10.94% |
|
|
|
|
|
|
Antero Midstream Partners LP/Antero Midstream Finance Corp.144A
|
|
6.63 |
2-1-2032 |
|
2,235,000 |
2,228,264 |
Buckeye Partners LP |
|
5.85 |
11-15-2043 |
|
2,375,000 |
2,005,640 |
CQP Holdco LP/BIP-V Chinook Holdco LLC144A |
|
5.50 |
6-15-2031 |
|
4,350,000 |
3,997,375 |
CQP Holdco LP/BIP-V Chinook Holdco LLC144A |
|
7.50 |
12-15-2033 |
|
1,945,000 |
1,956,941 |
DT Midstream, Inc.144A |
|
4.13 |
6-15-2029 |
|
935,000 |
847,455 |
DT Midstream, Inc.144A |
|
4.38 |
6-15-2031 |
|
875,000 |
776,787 |
Energy Transfer LP (5 Year Treasury Constant Maturity+4.02%)± |
|
8.00 |
5-15-2054 |
|
550,000 |
566,389 |
Energy Transfer LP Series H (5 Year Treasury Constant Maturity+5.69%)ʊ± |
|
6.50 |
11-15-2026 |
|
965,000 |
936,386 |
EnLink Midstream Partners LP |
|
5.05 |
4-1-2045 |
|
2,185,000 |
1,757,259 |
EnLink Midstream Partners LP |
|
5.60 |
4-1-2044 |
|
1,951,000 |
1,689,524 |
Harvest Midstream I LP144A |
|
7.50 |
9-1-2028 |
|
3,320,000 |
3,329,097 |
Harvest Midstream I LP144A%% |
|
7.50 |
5-15-2032 |
|
860,000 |
861,067 |
Hess Midstream Operations LP144A |
|
5.50 |
10-15-2030 |
|
1,065,000 |
1,018,284 |
Kinetik Holdings LP144A |
|
5.88 |
6-15-2030 |
|
3,205,000 |
3,098,832 |
Kinetik Holdings LP144A |
|
6.63 |
12-15-2028 |
|
610,000 |
612,936 |
Prairie Acquiror LP144A |
|
9.00 |
8-1-2029 |
|
2,450,000 |
2,502,455 |
Rockies Express Pipeline LLC144A |
|
6.88 |
4-15-2040 |
|
3,837,000 |
3,647,345 |
Tallgrass Energy Partners LP/Tallgrass Energy Finance Corp.144A
|
|
6.00 |
12-31-2030 |
|
3,950,000 |
3,715,624 |
Venture Global Calcasieu Pass LLC144A |
|
6.25 |
1-15-2030 |
|
4,570,000 |
4,518,439 |
Venture Global LNG, Inc.144A |
|
8.38 |
6-1-2031 |
|
4,125,000 |
4,233,126 |
Venture Global LNG, Inc.144A |
|
9.88 |
2-1-2032 |
|
2,100,000 |
2,240,924 |
|
|
|
|
|
|
46,540,149 |
Financial: 16.88% |
|
|
|
|
|
|
Banks: 1.37% |
|
|
|
|
|
|
Bank of America Corp. Series RR (5 Year Treasury Constant Maturity+2.76%)ʊ± |
|
4.38 |
1-27-2027 |
|
1,810,000 |
1,659,982 |
Citigroup, Inc. Series X (5 Year Treasury Constant Maturity+3.42%)ʊ± |
|
3.88 |
2-18-2026 |
|
2,790,000 |
2,618,928 |
JPMorgan Chase & Co. Series HH (U.S. SOFR 3 Month+3.13%)ʊ± |
|
4.60 |
2-1-2025 |
|
1,590,000 |
1,564,008 |
|
|
|
|
|
|
5,842,918 |
Diversified financial services: 7.09% |
|
|
|
|
|
|
Aircastle Ltd. Series A (5 Year Treasury Constant Maturity+4.41%)144Aʊ± |
|
5.25 |
6-15-2026 |
|
3,865,000 |
3,651,765 |
Enact Holdings, Inc.144A |
|
6.50 |
8-15-2025 |
|
2,095,000 |
2,093,115 |
Encore Capital Group, Inc.144A |
|
9.25 |
4-1-2029 |
|
1,530,000 |
1,563,119 |
|
|
Interest
rate |
Maturity
date |
Principal |
Value | |
Diversified financial services(continued)
|
|
|
|
|
|
|
Jane Street Group/JSG Finance, Inc.144A |
|
7.13 % |
4-30-2031 |
$ |
1,150,000 |
$1,157,203 |
Jefferies Finance LLC/JFIN Co.-Issuer Corp.144A |
|
5.00 |
8-15-2028 |
|
1,720,000 |
1,547,503 |
Nationstar Mortgage Holdings, Inc.144A |
|
5.00 |
2-1-2026 |
|
2,955,000 |
2,874,670 |
Nationstar Mortgage Holdings, Inc.144A |
|
7.13 |
2-1-2032 |
|
2,150,000 |
2,119,245 |
Navient Corp. |
|
5.00 |
3-15-2027 |
|
1,700,000 |
1,602,676 |
Navient Corp. |
|
11.50 |
3-15-2031 |
|
215,000 |
235,092 |
OneMain Finance Corp. |
|
7.13 |
3-15-2026 |
|
2,450,000 |
2,472,295 |
Oppenheimer Holdings, Inc. |
|
5.50 |
10-1-2025 |
|
3,325,000 |
3,266,813 |
PRA Group, Inc.144A |
|
5.00 |
10-1-2029 |
|
5,700,000 |
4,718,588 |
Rocket Mortgage LLC/Rocket Mortgage Co-Issuer, Inc.144A |
|
4.00 |
10-15-2033 |
|
1,545,000 |
1,261,323 |
United Wholesale Mortgage LLC144A |
|
5.50 |
4-15-2029 |
|
1,695,000 |
1,574,638 |
|
|
|
|
|
|
30,138,045 |
Insurance: 3.49% |
|
|
|
|
|
|
AmWINS Group, Inc.144A |
|
4.88 |
6-30-2029 |
|
3,205,000 |
2,913,605 |
AmWINS Group, Inc.144A |
|
6.38 |
2-15-2029 |
|
1,590,000 |
1,570,749 |
AssuredPartners, Inc.144A |
|
5.63 |
1-15-2029 |
|
3,270,000 |
2,981,847 |
BroadStreet Partners, Inc.144A |
|
5.88 |
4-15-2029 |
|
2,655,000 |
2,419,531 |
HUB International Ltd.144A |
|
5.63 |
12-1-2029 |
|
1,250,000 |
1,150,480 |
HUB International Ltd.144A |
|
7.25 |
6-15-2030 |
|
425,000 |
431,235 |
HUB International Ltd.144A |
|
7.38 |
1-31-2032 |
|
2,980,000 |
2,952,550 |
Panther Escrow Issuer LLC144A |
|
7.13 |
6-1-2031 |
|
430,000 |
432,230 |
|
|
|
|
|
|
14,852,227 |
Investment Companies: 0.14% |
|
|
|
|
|
|
Icahn Enterprises LP/Icahn Enterprises Finance Corp. |
|
5.25 |
5-15-2027 |
|
625,000 |
573,903 |
REITS: 4.79% |
|
|
|
|
|
|
Brandywine Operating Partnership LP |
|
8.88 |
4-12-2029 |
|
1,910,000 |
1,954,603 |
Iron Mountain, Inc.144A |
|
4.50 |
2-15-2031 |
|
2,870,000 |
2,531,395 |
Iron Mountain, Inc.144A |
|
5.25 |
7-15-2030 |
|
4,255,000 |
3,949,230 |
Ladder Capital Finance Holdings LLLP/Ladder Capital Finance Corp.144A |
|
5.25 |
10-1-2025 |
|
1,820,000 |
1,790,321 |
Service Properties Trust |
|
4.75 |
10-1-2026 |
|
2,325,000 |
2,158,806 |
Service Properties Trust144A |
|
8.63 |
11-15-2031 |
|
4,050,000 |
4,253,475 |
Starwood Property Trust, Inc.144A |
|
4.38 |
1-15-2027 |
|
2,995,000 |
2,773,679 |
Starwood Property Trust, Inc. |
|
4.75 |
3-15-2025 |
|
975,000 |
963,026 |
|
|
|
|
|
|
20,374,535 |
Industrial: 10.50% |
|
|
|
|
|
|
Aerospace/defense: 0.54% |
|
|
|
|
|
|
TransDigm Group, Inc.144A |
|
6.63 |
3-1-2032 |
|
2,320,000 |
2,316,056 |
Building materials: 2.01% |
|
|
|
|
|
|
Camelot Return Merger Sub, Inc.144A |
|
8.75 |
8-1-2028 |
|
5,380,000 |
5,289,097 |
EMRLD Borrower LP/Emerald Co-Issuer, Inc.144A |
|
6.63 |
12-15-2030 |
|
3,290,000 |
3,260,520 |
|
|
|
|
|
|
8,549,617 |
|
|
Interest
rate |
Maturity
date |
Principal |
Value | |
Hand/machine tools: 2.23% |
|
|
|
|
|
|
Werner FinCo LP/Werner FinCo, Inc.144A |
|
11.50 % |
6-15-2028 |
$ |
3,445,000 |
$3,757,365 |
Werner FinCo LP/Werner FinCo, Inc. (PIK at 5.75%)144A¥
|
|
14.50 |
10-15-2028 |
|
6,033,048 |
5,708,855 |
|
|
|
|
|
|
9,466,220 |
Machinery-diversified: 1.56% |
|
|
|
|
|
|
Chart Industries, Inc.144A |
|
7.50 |
1-1-2030 |
|
1,345,000 |
1,375,673 |
Chart Industries, Inc.144A |
|
9.50 |
1-1-2031 |
|
1,060,000 |
1,137,914 |
TK Elevator U.S. Newco, Inc.144A |
|
5.25 |
7-15-2027 |
|
4,320,000 |
4,132,376 |
|
|
|
|
|
|
6,645,963 |
Packaging & containers: 2.69% |
|
|
|
|
|
|
Ardagh Metal Packaging Finance USA LLC/Ardagh Metal Packaging Finance PLC144A |
|
6.00 |
6-15-2027 |
|
2,190,000 |
2,122,893 |
Berry Global, Inc.144A |
|
5.63 |
7-15-2027 |
|
2,625,000 |
2,560,048 |
Clydesdale Acquisition Holdings, Inc.144A |
|
8.75 |
4-15-2030 |
|
2,750,000 |
2,657,740 |
Mauser Packaging Solutions Holding Co.144A |
|
7.88 |
4-15-2027 |
|
1,055,000 |
1,074,781 |
Owens-Brockway Glass Container, Inc.144A |
|
7.25 |
5-15-2031 |
|
2,200,000 |
2,203,366 |
Sealed Air Corp./Sealed Air Corp. U.S.144A |
|
7.25 |
2-15-2031 |
|
790,000 |
804,242 |
|
|
|
|
|
|
11,423,070 |
Transportation: 0.27% |
|
|
|
|
|
|
Genesee & Wyoming, Inc.144A |
|
6.25 |
4-15-2032 |
|
1,150,000 |
1,142,973 |
Trucking & leasing: 1.20% |
|
|
|
|
|
|
Fortress Transportation & Infrastructure Investors LLC144A
|
|
5.50 |
5-1-2028 |
|
2,415,000 |
2,317,862 |
Fortress Transportation & Infrastructure Investors LLC144A
|
|
7.00 |
5-1-2031 |
|
2,775,000 |
2,789,991 |
|
|
|
|
|
|
5,107,853 |
Technology: 4.20% |
|
|
|
|
|
|
Computers: 1.11% |
|
|
|
|
|
|
McAfee Corp.144A |
|
7.38 |
2-15-2030 |
|
1,350,000 |
1,250,465 |
Seagate HDD Cayman144A |
|
8.25 |
12-15-2029 |
|
430,000 |
457,042 |
Seagate HDD Cayman144A |
|
8.50 |
7-15-2031 |
|
2,840,000 |
3,032,282 |
|
|
|
|
|
|
4,739,789 |
Software: 3.09% |
|
|
|
|
|
|
AthenaHealth Group, Inc.144A |
|
6.50 |
2-15-2030 |
|
3,725,000 |
3,353,420 |
Cloud Software Group, Inc.144A |
|
6.50 |
3-31-2029 |
|
2,180,000 |
2,067,628 |
Cloud Software Group, Inc.144A |
|
9.00 |
9-30-2029 |
|
4,120,000 |
3,964,492 |
Rocket Software, Inc.144A%% |
|
9.00 |
11-28-2028 |
|
2,160,000 |
2,168,187 |
SS&C Technologies, Inc.144A |
|
5.50 |
9-30-2027 |
|
1,625,000 |
1,579,529 |
|
|
|
|
|
|
13,133,256 |
Utilities: 7.00% |
|
|
|
|
|
|
Electric: 7.00% |
|
|
|
|
|
|
Edison International (5 Year Treasury Constant Maturity+3.86%)± |
|
8.13 |
6-15-2053 |
|
1,785,000 |
1,820,543 |
NextEra Energy Operating Partners LP144A |
|
4.25 |
9-15-2024 |
|
32,000 |
31,555 |
NextEra Energy Operating Partners LP144A |
|
4.50 |
9-15-2027 |
|
1,690,000 |
1,574,684 |
|
|
Interest
rate |
Maturity
date |
Principal |
Value | |
Electric(continued) |
|
|
|
|
|
|
NextEra Energy Operating Partners LP144A |
|
7.25 % |
1-15-2029 |
$ |
2,710,000 |
$2,744,926 |
NSG Holdings LLC/NSG Holdings, Inc.144A |
|
7.75 |
12-15-2025 |
|
689,115 |
682,224 |
Pattern Energy Operations LP/Pattern Energy Operations, Inc.144A
|
|
4.50 |
8-15-2028 |
|
7,250,000 |
6,482,616 |
PG&E Corp. |
|
5.25 |
7-1-2030 |
|
6,835,000 |
6,399,565 |
Sempra (5 Year Treasury Constant Maturity+2.87%)± |
|
4.13 |
4-1-2052 |
|
2,925,000 |
2,644,985 |
Vistra Corp. (5 Year Treasury Constant Maturity+5.74%)144Aʊ± |
|
7.00 |
12-15-2026 |
|
3,710,000 |
3,664,657 |
Vistra Corp. Series C (5 Year Treasury Constant Maturity+5.05%)144Aʊ± |
|
8.88 |
1-15-2029 |
|
1,485,000 |
1,530,450 |
Vistra Operations Co. LLC144A |
|
7.75 |
10-15-2031 |
|
2,130,000 |
2,184,511 |
|
|
|
|
|
|
29,760,716 |
Total corporate bonds and notes (Cost $497,275,950) |
|
|
|
|
|
485,867,805 |
Loans: 5.31% |
|
|
|
|
|
|
Communications: 0.47% |
|
|
|
|
|
|
Media: 0.47% |
|
|
|
|
|
|
DirecTV Financing LLC (U.S. SOFR 1 Month+5.00%)± |
|
10.43 |
8-2-2027 |
|
707,948 |
711,361 |
Hubbard Radio LLC (U.S. SOFR 1 Month+4.25%)± |
|
9.57 |
3-28-2025 |
|
1,595,597 |
1,308,389 |
|
|
|
|
|
|
2,019,750 |
Consumer, cyclical: 1.71% |
|
|
|
|
|
|
Airlines: 0.88% |
|
|
|
|
|
|
Mileage Plus Holdings LLC (U.S. SOFR 3 Month+5.25%)± |
|
10.73 |
6-21-2027 |
|
2,635,750 |
2,703,014 |
SkyMiles IP Ltd. (U.S. SOFR 3 Month+3.75%)± |
|
9.07 |
10-20-2027 |
|
1,006,538 |
1,036,835 |
|
|
|
|
|
|
3,739,849 |
Auto parts & equipment: 0.36% |
|
|
|
|
|
|
First Brands Group LLC (U.S. SOFR 3 Month+5.00%)± |
|
10.59 |
3-30-2027 |
|
1,586,234 |
1,512,474 |
Housewares: 0.09% |
|
|
|
|
|
|
American Greetings Corp. (U.S. SOFR 3 Month+5.75)± |
|
11.07 |
10-23-2029 |
|
385,000 |
381,393 |
Leisure time: 0.05% |
|
|
|
|
|
|
Carnival Corp. (U.S. SOFR 1 Month+2.75%)± |
|
8.07 |
8-8-2027 |
|
228,912 |
230,057 |
Retail: 0.33% |
|
|
|
|
|
|
Petco Health & Wellness Co., Inc. (U.S. SOFR 3 Month+3.25%)± |
|
8.82 |
3-3-2028 |
|
1,610,000 |
1,387,546 |
Consumer, non-cyclical: 0.09% |
|
|
|
|
|
|
Commercial services: 0.09% |
|
|
|
|
|
|
MPH Acquisition Holdings LLC (U.S. SOFR 3 Month+4.25%)± |
|
9.85 |
9-1-2028 |
|
420,789 |
388,544 |
Energy: 1.18% |
|
|
|
|
|
|
Energy-alternate sources: 0.24% |
|
|
|
|
|
|
Enviva, Inc. (U.S. SOFR 3 Month+8.00%)± |
|
13.30 |
12-13-2024 |
|
893,668 |
1,015,806 |
Pipelines: 0.94% |
|
|
|
|
|
|
GIP III Stetson I LP (U.S. SOFR 1 Month+4.25%)± |
|
9.67 |
10-31-2028 |
|
3,051,615 |
3,059,244 |
Prairie ECI Acquiror LP (U.S. SOFR 1 Month+4.75%)± |
|
10.07 |
8-1-2029 |
|
955,000 |
955,239 |
|
|
|
|
|
|
4,014,483 |
|
|
Interest
rate |
Maturity
date |
Principal |
Value | |
Financial: 1.75% |
|
|
|
|
|
|
Diversified financial services: 0.33% |
|
|
|
|
|
|
Resolute Investment Managers, Inc. (U.S. SOFR 3 Month+6.50%)‡± |
|
12.07 % |
4-30-2027 |
$ |
1,403,960 |
$1,382,900 |
Insurance: 1.42% |
|
|
|
|
|
|
Asurion LLC (U.S. SOFR 1 Month+3.25%)± |
|
8.68 |
12-23-2026 |
|
5,496,478 |
5,366,706 |
Asurion LLC (U.S. SOFR 1 Month+5.25%)± |
|
10.68 |
1-31-2028 |
|
745,853 |
677,332 |
|
|
|
|
|
|
6,044,038 |
Technology: 0.11% |
|
|
|
|
|
|
Software: 0.11% |
|
|
|
|
|
|
Rocket Software, Inc. (U.S. SOFR 1 Month+4.75%)± |
|
10.07 |
11-28-2028 |
|
480,000 |
476,851 |
Total loans (Cost $22,671,909) |
|
|
|
|
|
22,593,691 |
Yankee corporate bonds and notes: 17.97% |
|
|
|
|
|
|
Basic materials: 0.43% |
|
|
|
|
|
|
Chemicals: 0.43% |
|
|
|
|
|
|
Braskem Netherlands Finance BV144A |
|
4.50 |
1-31-2030 |
|
2,155,000 |
1,817,194 |
Communications: 0.48% |
|
|
|
|
|
|
Telecommunications: 0.48% |
|
|
|
|
|
|
Altice France SA144A |
|
8.13 |
2-1-2027 |
|
2,745,000 |
2,066,607 |
Consumer, cyclical: 6.55% |
|
|
|
|
|
|
Airlines: 1.68% |
|
|
|
|
|
|
Air Canada Pass-Through Trust Series 2020-1 Class C144A |
|
10.50 |
7-15-2026 |
|
5,280,000 |
5,728,800 |
VistaJet Malta Finance PLC/Vista Management Holding, Inc.144A
|
|
9.50 |
6-1-2028 |
|
1,575,000 |
1,410,390 |
|
|
|
|
|
|
7,139,190 |
Auto manufacturers: 0.29% |
|
|
|
|
|
|
Aston Martin Capital Holdings Ltd.144A |
|
10.00 |
3-31-2029 |
|
1,270,000 |
1,243,830 |
Entertainment: 0.60% |
|
|
|
|
|
|
Banijay Entertainment SASU144A |
|
8.13 |
5-1-2029 |
|
2,500,000 |
2,557,968 |
Leisure time: 3.98% |
|
|
|
|
|
|
Carnival Corp.144A |
|
6.00 |
5-1-2029 |
|
3,900,000 |
3,779,269 |
Carnival Corp.144A |
|
7.00 |
8-15-2029 |
|
855,000 |
877,720 |
Carnival Corp.144A |
|
7.63 |
3-1-2026 |
|
1,185,000 |
1,192,350 |
Royal Caribbean Cruises Ltd.144A |
|
5.38 |
7-15-2027 |
|
395,000 |
384,400 |
Royal Caribbean Cruises Ltd.144A |
|
5.50 |
4-1-2028 |
|
4,075,000 |
3,966,469 |
Royal Caribbean Cruises Ltd.144A |
|
6.25 |
3-15-2032 |
|
4,745,000 |
4,677,490 |
Royal Caribbean Cruises Ltd.144A |
|
9.25 |
1-15-2029 |
|
1,920,000 |
2,050,479 |
|
|
|
|
|
|
16,928,177 |
Consumer, non-cyclical: 0.57% |
|
|
|
|
|
|
Pharmaceuticals: 0.57% |
|
|
|
|
|
|
Teva Pharmaceutical Finance Netherlands III BV |
|
8.13 |
9-15-2031 |
|
2,250,000 |
2,428,103 |
|
|
Interest
rate |
Maturity
date |
Principal |
Value | |
Energy: 2.41% |
|
|
|
|
|
|
Oil & gas: 0.69% |
|
|
|
|
|
|
Borr IHC Ltd./Borr Finance LLC144A |
|
10.00 % |
11-15-2028 |
$ |
2,820,000 |
$2,915,102 |
Pipelines: 1.72% |
|
|
|
|
|
|
Enbridge, Inc. (5 Year Treasury Constant Maturity+4.42%)± |
|
7.63 |
1-15-2083 |
|
2,600,000 |
2,588,570 |
Northriver Midstream Finance LP144A |
|
5.63 |
2-15-2026 |
|
4,835,000 |
4,732,980 |
|
|
|
|
|
|
7,321,550 |
Financial: 3.45% |
|
|
|
|
|
|
Banks: 2.06% |
|
|
|
|
|
|
BBVA Bancomer SA (5 Year Treasury Constant Maturity+4.21%)144A± |
|
8.13 |
1-8-2039 |
|
920,000 |
932,064 |
BNP Paribas SA (5 Year Treasury Constant Maturity+3.73%)144Aʊ± |
|
8.00 |
8-22-2031 |
|
550,000 |
546,550 |
HSBC Holdings PLC (USD ICE Swap Rate 11:00am NY 5 Year+3.75%)ʊ± |
|
6.00 |
5-22-2027 |
|
1,635,000 |
1,555,501 |
Intesa Sanpaolo SpA (5 Year USD Swap Rate+5.46%)144Aʊ± |
|
7.70 |
9-17-2025 |
|
2,415,000 |
2,393,794 |
UBS Group AG (5 Year Treasury Constant Maturity+3.40%)144Aʊ± |
|
4.88 |
2-12-2027 |
|
2,710,000 |
2,433,275 |
UBS Group AG (USD SOFR ICE Swap Rate 11:00am NY 5 Year+4.16%)144Aʊ± |
|
7.75 |
4-12-2031 |
|
865,000 |
871,847 |
|
|
|
|
|
|
8,733,031 |
Diversified financial services: 1.39% |
|
|
|
|
|
|
Castlelake Aviation Finance DAC144A |
|
5.00 |
4-15-2027 |
|
2,605,000 |
2,506,996 |
Macquarie Airfinance Holdings Ltd.144A |
|
6.50 |
3-26-2031 |
|
735,000 |
735,549 |
Macquarie Airfinance Holdings Ltd.144A |
|
8.38 |
5-1-2028 |
|
2,555,000 |
2,682,367 |
|
|
|
|
|
|
5,924,912 |
Industrial: 2.09% |
|
|
|
|
|
|
Aerospace/defense: 0.53% |
|
|
|
|
|
|
Bombardier, Inc.144A |
|
8.75 |
11-15-2030 |
|
2,125,000 |
2,260,762 |
Electronics: 0.83% |
|
|
|
|
|
|
Sensata Technologies BV144A |
|
4.00 |
4-15-2029 |
|
1,650,000 |
1,477,215 |
Sensata Technologies BV144A |
|
5.88 |
9-1-2030 |
|
2,140,000 |
2,064,603 |
|
|
|
|
|
|
3,541,818 |
Machinery-diversified: 0.37% |
|
|
|
|
|
|
TK Elevator Holdco GmbH144A |
|
7.63 |
7-15-2028 |
|
1,600,000 |
1,568,126 |
Packaging & containers: 0.36% |
|
|
|
|
|
|
Trivium Packaging Finance BV144A |
|
8.50 |
8-15-2027 |
|
1,525,000 |
1,510,150 |
Utilities: 1.99% |
|
|
|
|
|
|
Electric: 1.99% |
|
|
|
|
|
|
Algonquin Power & Utilities Corp. (5 Year Treasury Constant Maturity+3.25%)± |
|
4.75 |
1-18-2082 |
|
1,465,000 |
1,270,660 |
|
|
Interest
rate |
Maturity
date |
Principal |
Value | |
Electric(continued) |
|
|
|
|
|
|
Drax Finco PLC144A |
|
6.63 % |
11-1-2025 |
$ |
4,045,000 |
$4,045,000 |
Emera, Inc. Series 16-A (3 Month LIBOR+5.44%)± |
|
6.75 |
6-15-2076 |
|
3,180,000 |
3,143,742 |
|
|
|
|
|
|
8,459,402 |
Total yankee corporate bonds and notes (Cost $76,524,716) |
|
|
|
|
|
76,415,922 |
|
|
Yield |
|
Shares |
| |
Short-term investments: 6.66% |
|
|
|
|
|
|
Investment companies: 6.66% |
|
|
|
|
|
|
Allspring Government Money Market Fund Select Class♠∞## |
|
5.23 |
|
|
28,320,595 |
28,320,595 |
Total short-term investments (Cost $28,320,595) |
|
|
|
|
|
28,320,595 |
Total investments in securities (Cost $625,792,153) |
144.53 % |
|
|
|
|
614,715,412 |
Other assets and liabilities, net |
(44.53 ) |
|
|
|
|
(189,404,238 ) |
Total net assets |
100.00 % |
|
|
|
|
$425,311,174 |
♦ |
The security is fair valued in accordance with procedures approved by the Board of Trustees. |
† |
Non-income-earning security |
144A |
The security may be resold in transactions exempt from registration, normally to qualified institutional buyers, pursuant to Rule 144A under the Securities Act of
1933. |
%% |
The security is purchased on a when-issued basis. |
± |
Variable rate investment. The rate shown is the rate in effect at period end. |
ʊ |
Security is perpetual in nature and has no stated maturity date. The date shown reflects the next call date. |
¥ |
A payment-in-kind (PIK) security is a security in which the issuer may make interest or dividend payments in cash or additional securities or a combination of both.
The rate shown is the rate in effect at period end. |
‡ |
Security is valued using significant unobservable inputs. |
♠ |
The issuer of the security is an affiliated person of the Fund as defined in the Investment Company Act of 1940. |
∞ |
The rate represents the 7-day annualized yield at period end. |
## |
All or a portion of this security is segregated for when-issued securities and unfunded loans. |
Abbreviations: | |
LIBOR |
London Interbank Offered Rate |
REIT |
Real estate investment trust |
SOFR |
Secured Overnight Financing Rate |
|
Value, beginning of period |
Purchases |
Sales
proceeds |
Net
realized
gains
(losses) |
Net
change in
unrealized
gains
(losses) |
Value,
end of
period |
Shares,
end
of period |
Income
from
affiliated
securities |
Short-term investments |
|
|
|
|
|
|
|
|
Allspring Government Money Market Fund Select Class |
$11,927,014 |
$197,329,628 |
$(180,936,047 ) |
$0 |
$0 |
$28,320,595 |
28,320,595 |
$600,505 |
Assets |
|
Investments in unaffiliated securities, at value (cost $597,471,558) |
$586,394,817 |
Investments in affiliated securities, at value (cost $28,320,595) |
28,320,595 |
Cash |
5,279 |
Receivable for interest |
10,378,785 |
Receivable for investments sold |
987,283 |
Unrealized gains on unfunded loan commitments |
86,385 |
Prepaid expenses and other assets |
22,497 |
Total assets |
626,195,641 |
Liabilities |
|
Secured borrowing payable |
189,000,000 |
Payable for when-issued transactions |
6,016,955 |
Dividends payable |
3,063,435 |
Payable for investments purchased |
1,519,842 |
Advisory fee payable |
302,683 |
Administration fee payable |
25,224 |
Accrued expenses and other liabilities |
956,328 |
Total liabilities |
200,884,467
|
Total net assets |
$425,311,174 |
Net assets consist of |
|
Paid-in capital |
$551,160,407 |
Total distributable loss |
(125,849,233
) |
Total net assets |
$425,311,174 |
Net asset value per share |
|
Based on $425,311,174 divided by 59,092,336 shares issued and outstanding (100,000,000 shares
authorized) |
$7.20
|
Investment income |
|
Interest |
$45,125,461 |
Income from affiliated securities |
600,505 |
Dividends |
18,607 |
Total investment income |
45,744,573 |
Expenses |
|
Advisory fee |
3,670,815 |
Administration fee |
305,901 |
Custody and accounting fees |
3,897 |
Professional fees |
141,240 |
Shareholder report expenses |
47,543 |
Trustees’ fees and expenses |
24,837 |
Transfer agent fees |
36,721 |
Interest expense |
11,557,078 |
Other fees and expenses |
34,297 |
Total expenses |
15,822,329 |
Net investment income |
29,922,244 |
Realized and unrealized gains (losses) on investments |
|
Net realized losses on investments |
(16,277,487
) |
Net change in unrealized gains (losses) on |
|
Unaffiliated securities |
24,606,537 |
Unfunded loans |
86,385 |
Net change in unrealized gains (losses) on investments |
24,692,922 |
Net realized and unrealized gains (losses) on investments |
8,415,435 |
Net increase in net assets resulting from operations |
$38,337,679 |
|
Year ended April 30, 2024 |
Year ended April 30, 2023 | ||
Operations |
|
|
|
|
Net investment income |
|
$29,922,244 |
|
$29,651,296 |
Net realized losses on investments |
|
(16,277,487 ) |
|
(45,003,699 ) |
Net change in unrealized gains (losses) on investments |
|
24,692,922 |
|
5,217,089 |
Net increase (decrease) in net assets resulting from operations |
|
38,337,679 |
|
(10,135,314 ) |
Distributions to shareholders from |
|
|
|
|
Net investment income and net realized gains |
|
(32,056,741 ) |
|
(31,188,893 ) |
Tax basis return of capital |
|
(3,191,624 ) |
|
(8,427,242 ) |
Total distributions to shareholders |
|
(35,248,365
) |
|
(39,616,135 ) |
Capital share transactions |
|
|
|
|
Cost of shares repurchased |
|
(3,645,041 ) |
|
(3,838,602 ) |
Total decrease in net assets |
|
(555,727
) |
|
(53,590,051 ) |
Net assets |
|
|
|
|
Beginning of period |
|
425,866,901 |
|
479,456,952 |
End of period |
|
$425,311,174 |
|
$425,866,901 |
Cash flows from operating activities |
|
Net increase in net assets resulting from operations |
$38,337,679 |
Adjustments to reconcile net increase in net assets from operations to net cash provided
by operating activities |
|
Purchases of long-term securities |
(327,558,652
) |
Proceeds from the sales of long-term securities |
345,412,273 |
Amortization, net |
(2,523,579
) |
Purchases and sales of short-term securities, net |
(17,056,389
) |
Decrease in receivable for investments sold |
5,710,369 |
Increase in receivable for interest |
(194,350
) |
Decrease in prepaid expenses and other assets |
8,688 |
Increase in payable for investments purchased |
4,252,165 |
Decrease in advisory fee payable |
(185 ) |
Decrease in administration fee payable |
(15 ) |
Increase in accrued expenses and other liabilities |
834,867 |
Net realized losses on unaffiliated securities |
16,277,487 |
Net change in unrealized gains (losses) on unaffiliated securities |
(24,606,537
) |
Net change in unrealized gains (losses) on unfunded loan commitments |
(86,385
) |
Net cash provided by operating activities |
38,807,436 |
Cash flows from financing activities |
|
Cost of shares repurchased |
(3,645,041
) |
Cash distributions paid |
(35,158,804
) |
Net cash used in financing activities |
(38,803,845
) |
Net increase in cash |
3,591 |
Cash |
|
Beginning of period |
1,688 |
End of period |
$5,279 |
Supplemental cash disclosure |
|
Cash paid for interest |
$10,660,186
|
|
Year ended April 30 | ||||
|
2024 |
2023 |
2022 |
2021 |
2020 |
Net asset value, beginning of period |
$7.14 |
$7.96 |
$9.16 |
$7.56 |
$8.98 |
Net investment income |
0.50
1 |
0.50
1 |
0.55
1 |
0.54
1 |
0.54
1 |
Net realized and unrealized gains (losses) on investments |
0.14 |
(0.67 ) |
(1.04 ) |
1.74 |
(1.28 ) |
Total from investment operations |
0.64 |
(0.17 ) |
(0.49 ) |
2.28 |
(0.74 ) |
Distributions to shareholders from |
|
|
|
|
|
Net investment income |
(0.54 ) |
(0.52 ) |
(0.61 ) |
(0.58 ) |
(0.57 ) |
Tax basis return of capital |
(0.05 ) |
(0.14 ) |
(0.11 ) |
(0.10 ) |
(0.14 ) |
Total distributions to shareholders |
(0.59 ) |
(0.66 ) |
(0.72 ) |
(0.68 ) |
(0.71 ) |
Anti-dilutive effect of shares repurchased |
0.01 |
0.01 |
0.01 |
0.00
2 |
0.03 |
Net asset value, end of period |
$7.20 |
$7.14 |
$7.96 |
$9.16 |
$7.56 |
Market value, end of period |
$6.45 |
$6.38 |
$7.54 |
$8.64 |
$6.81 |
Total return based on market value3 |
10.87 % |
(6.70
)% |
(5.19
)% |
38.39
% |
(7.91
)% |
Ratios to average net assets (annualized) |
|
|
|
|
|
Gross expenses* |
3.74 % |
2.74 % |
1.26 % |
1.29 % |
2.16 % |
Net expenses* |
3.74 % |
2.74 % |
1.26 % |
1.29 % |
2.16 % |
Net investment income* |
7.08 % |
6.85 % |
6.14 % |
6.27 % |
6.21 % |
Supplemental data |
|
|
|
|
|
Portfolio turnover rate |
50 % |
52 % |
54 % |
61 % |
30 % |
Net assets, end of period (000s omitted) |
$425,311 |
$425,867 |
$479,457 |
$554,908 |
$458,555 |
Borrowings outstanding, end of period (000s omitted) |
$189,000 |
$189,000 |
$194,000 |
$194,000 |
$163,400 |
Asset coverage per $1,000 of borrowing, end of period |
$3,250
|
$3,253 |
$3,471 |
$3,860 |
$3,806 |
* |
Ratios include interest expense relating to interest associated with borrowings and/or leverage transactions as follows: |
Year ended April 30, 2024 |
2.73% |
Year ended April 30, 2023 |
1.70% |
Year ended April 30, 2022 |
0.30% |
Year ended April 30, 2021 |
0.33% |
Year ended April 30, 2020 |
1.17% |
1 |
Calculated based upon average shares outstanding |
2 |
Amount is less than $0.005. |
3 |
Total return is 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 purposes of these calculations to be reinvested at prices
obtained under the Fund’s Automatic Dividend Reinvestment Plan. Total return does not reflect brokerage commissions that a shareholder would pay on the purchase and sale of shares. |
Gross unrealized gains |
$10,979,140 |
Gross unrealized losses |
(25,445,054 ) |
Net unrealized losses |
$(14,465,914
) |
|
Quoted prices
(Level 1) |
Other significant
observable inputs
(Level 2) |
Significant
unobservable inputs
(Level 3) |
Total |
Assets |
|
|
|
|
Investments in: |
|
|
|
|
Common stocks |
|
|
|
|
Communication services |
$0
|
$0
|
$0 |
$0
|
Energy |
1,207,839 |
0 |
0 |
1,207,839 |
Investment Companies |
309,560 |
0 |
0 |
309,560 |
Corporate bonds and notes |
0 |
485,867,805 |
0 |
485,867,805 |
Loans |
0 |
21,210,791 |
1,382,900 |
22,593,691 |
Yankee corporate bonds and notes |
0 |
76,415,922 |
0 |
76,415,922 |
Short-term investments |
|
|
|
|
Investment companies |
28,320,595 |
0 |
0 |
28,320,595 |
Total assets |
$29,837,994 |
$583,494,518 |
$1,382,900 |
$614,715,412 |
|
Unfunded commitments |
Unrealized
gain (loss) |
Enviva, Inc., 4.00%, 12-13-2024 Tranche B |
$1,489,446 |
$4,960 |
Enviva, Inc., 4.00%, 12-13-2024 Tranche A |
595,779 |
81,425 |
|
$2,085,225 |
$86,385 |
|
Year
ended April 30 | |
|
2024 |
2023 |
Ordinary income |
$32,056,741 |
$31,188,893 |
Tax basis return of capital |
3,191,624 |
8,427,242 |
Unrealized
losses |
Capital loss
carryforward |
$(14,465,914 ) |
$(108,281,239 ) |
Declaration date |
Record date |
Payable date |
Per share amount |
April 26,2024 |
May 13,2024 |
June 3,2024 |
$0.05192 |
May 30,2024 |
June 13,2024 |
July 1,2024 |
0.05197 |
Allspring Income Opportunities Fund:
Name and
year of birth |
Position held and
length of
service** |
Principal occupations during past five years or
longer |
Current other
public company
or
investment
company
directorships |
Class I - Non-Interested Trustees to serve until 2026 Annual Meeting of
Shareholders | |||
Isaiah
Harris, Jr.
(Born 1952) |
Trustee,
since 2010;
Audit Committee
Chair,
since 2019 |
Retired. Member of the Advisory Board of CEF of East Central Florida.
Chairman of the Board of CIGNA Corporation from 2009 to
2021, and Director from 2005 to 2008. From 2003 to 2011,
Director of Deluxe Corporation. Prior thereto, President and CEO of
BellSouth Advertising and Publishing Corp. from 2005 to
2007, President and CEO of BellSouth Enterprises from 2004 to
2005 and President of BellSouth Consumer Services from 2000 to 2003.
Emeritus member of the Iowa State University Foundation
Board of Governors. Emeritus Member of the Advisory board of
Iowa State University School of Business. Advisory Board Member, Palm
Harbor Academy (private school). Advisory Board Member,
Fellowship of Christian Athletes. Mr. Harris is a certified public
accountant (inactive status). |
N/A |
David F.
Larcker
(Born 1950) |
Trustee,
since 2010 |
Distinguished Visiting Fellow at the Hoover Institution since 2022. James
Irvin Miller Professor of Accounting at the Graduate School
of Business (Emeritus), Stanford University, Director of the
Corporate Governance Research Initiative and Senior Faculty of The Rock
Center for Corporate Governance since 2006. From 2005 to
2008, Professor of Accounting at the Graduate School of
Business, Stanford University. Prior thereto, Ernst & Young Professor
of Accounting at The Wharton School, University of Pennsylvania
from 1985 to 2005. |
N/A |
Olivia S.
Mitchell
(Born 1953) |
Trustee,
since 2010 |
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.
|
N/A |
Class II - Non-Interested Trustees to serve until 2027 Annual Meeting
of Shareholders | |||
William R.
Ebsworth
(Born 1957) |
Trustee,
since 2015 |
Retired. From 1984 to 2013, equities analyst, portfolio manager, research
director and chief investment officer at Fidelity
Management and Research Company in Boston, Tokyo, and Hong
Kong, and retired in 2013 as Chief Investment Officer of Fidelity
Strategic Advisers, Inc. where he led a team of investment
professionals managing client assets. Prior thereto, Board member of Hong Kong Securities Clearing Co., Hong Kong Options Clearing Corp., the Thailand International
Fund, Ltd., Fidelity Investments Life Insurance Company, and Empire
Fidelity Investments Life Insurance Company. Serves on the
Investment Company Institute’s Board of Governors since
2022 and Executive Committee since 2023 as well as the Vice Chairman of
the Governing Council of the Independent Directors Council
since 2023. Audit Committee Chair and Investment Committee
Chair of the Vincent Memorial Hospital Foundation (non-profit organization). Mr. Ebsworth is a CFA charterholder. |
N/A |
Jane A.
Freeman
(Born 1953) |
Trustee,
since 2015;
Chair Liaison,
since January 2018*** |
Retired. From 2012 to 2014 and 1999 to 2008, Chief Financial Officer of
Scientific Learning Corporation. From 2008 to 2012, Ms.
Freeman provided consulting services related to strategic
business projects. Prior to 1999, Portfolio Manager at Rockefeller &
Co. and Scudder, Stevens & Clark. Board member of the
Harding Loevner Funds from 1996 to 2014, serving as both Lead
Independent Director and chair of the Audit Committee. Board member of
the Russell Exchange Traded Funds Trust from 2011 to 2012
and the chair of the Audit Committee. Ms. Freeman is also an
inactive Chartered Financial Analyst. |
N/A |
Name and
year of birth |
Position held and
length of
service** |
Principal occupations during past five years or
longer |
Current other
public company
or
investment
company
directorships |
Class III - Non-Interested Trustees to serve until 2025 Annual Meeting
of Shareholders | |||
Timothy J.
Penny
(Born 1951) |
Trustee,
since 2010;
Chair,
since 2018 |
President and Chief Executive Officer of Southern Minnesota Initiative
Foundation, a non-profit organization, since 2007. Vice
Chair of the Economic Club of Minnesota, since 2007. Co-Chair of the Committee for a Responsible Federal Budget, since 1995. Member of the Board of Trustees of
NorthStar Education Finance, Inc., a non-profit organization, from
2007-2022. Senior Fellow of the University of Minnesota Humphrey
Institute from 1995 to 2017. |
N/A |
James G.
Polisson
(Born 1959) |
Trustee,
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. |
N/A |
Pamela Wheelock (Born 1959) |
Trustee, since January 2020; previously Trustee from January 2018 to July 2019*** |
Retired. Executive and Senior Financial leadership positions in the public, private and nonprofit
sectors. Interim President and CEO, McKnight Foundation, 2020. Interim
Commissioner, Minnesota Department of Human Services, 2019.
Chief Operating Officer, Twin Cities Habitat for Humanity,
2017-2019. Vice President for University Services, University of Minnesota, 2012- 2016. Interim President and CEO, Blue Cross and Blue Shield of Minnesota, 2011-2012. Executive
Vice-President and Chief Financial Officer, Minnesota Wild, 2002-2008.
Commissioner, Minnesota Department of Finance, 1999-2002.
Chair of the Board of Directors of Destination Medical Center
Corporation. Board member of the Minnesota Wild Foundation. |
N/A |
Name and
year of birth |
Position held and
length of
service |
Principal occupations during past five years or
longer |
Andrew Owen
(Born 1960) |
President,
since 2017 |
President and Chief Executive Officer of Allspring Funds Management, LLC
since 2017 and Head of Global Fund Governance of Allspring
Global Investments since 2022. Prior thereto, co-president of Galliard Capital Management, LLC, an affiliate of Allspring Funds Management, LLC, from 2019 to 2022 and Head of Affiliated
Managers, Allspring Global Investments, from 2014 to 2019 and Executive
Vice President responsible for marketing, investments and product
development for Allspring Funds Management, LLC, from 2009 to 2014. |
Jeremy DePalma
(Born 1974) |
Treasurer,
since 2012
(for certain funds in
the Fund Complex);
since 2021 (for
the remaining funds
in the Complex) |
Senior Vice President of Allspring Funds Management, LLC since 2009.
Senior Vice President of Evergreen Investment Management
Company, LLC from 2008 to 2010 and head of the Fund Reporting and Control Team within Fund Administration from 2005 to 2010.
|
Christopher Baker
(Born 1976) |
Chief Compliance
Officer,
since 2022 |
Global Chief Compliance Officer for Allspring Global Investments since
2022. Prior thereto, Chief Compliance Officer for State
Street Global Advisors from 2018 to 2021. Senior Compliance Officer for the State Street divisions of Alternative Investment Solutions, Sector Solutions, and Global Marketing from 2015 to 2018. From 2010 to 2015
Vice President, Global Head of Investment and Marketing Compliance for State
Street Global Advisors. |
Matthew Prasse (Born 1983) |
Chief Legal Officer, since 2022; Secretary, since 2021 |
Senior Counsel of the Allspring Legal Department since 2021. Senior Counsel of the Wells Fargo Legal Department
from 2018 to 2021. Previously, Counsel for Barings LLC from 2015 to 2018.
Prior to joining Barings, Associate at Morgan, Lewis & Bockius
LLP from 2008 to 2015. |
Agent & Dividend Disbursing Agent
P.O. Box 505000
Louisville, Kentucky 40233
1-800-730-6001
AR156 04-24
ITEM 2. CODE OF ETHICS
(a) As of the end of the period covered by the report, Allspring Income Opportunities 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 Income Opportunities Fund has determined that Isaiah Harris is an audit committee financial expert, as defined in Item 3 of Form N-CSR. Mr. Harris 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 April 30, 2024 |
Fiscal year ended April 30, 2023 |
|||||||
Audit fees |
$ | 65,610 | $ | 63,400 | ||||
Audit-related fees |
— | — | ||||||
Tax fees (1) |
4,830 | 4,690 | ||||||
All other fees |
— | — | ||||||
$ | 70,440 | $ | 68,090 |
(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 Income Opportunities Fund; (2) non-audit tax or compliance consulting or training services provided to the Allspring Income Opportunities 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 a Allspring Income Opportunities 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 Income Opportunities 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.
3
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. | ||||
David F. Larcker | ||||
Olivia S. Mitchell | ||||
Timothy J. Penny | ||||
James G. Polisson | ||||
Pamela Wheelock |
ITEM 6. INVESTMENTS
A Portfolio of Investments for Allspring Income Opportunities Fund is included as part of the report to shareholders filed under Item 1 of this Form.
4
ITEM 7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES
PROXY VOTING POLICIES AND PROCEDURES
EFFECTIVE March 2023
The Allspring Income Opportunities 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.
Allspring Global Investments (Allspring) Stewardship
As fiduciaries, we are committed to effective stewardship of the assets we manage on behalf of our clients. To us, good stewardship reflects responsible, active ownership and includes both engaging with investee companies and voting proxies in a manner that we believe will maximize the long-term value of our investments.
Scope of Policies and Procedures
In conjunction with the Allspring Engagement Policy, these Proxy Voting Policies and Procedures (“Policies and Procedures”) set out how Allspring complies with applicable regulatory requirements in respect of how we exercise voting rights when we invest in shares traded on a regulated market on behalf of a client.
With respect to client accounts of Allspring Funds Management, LLC (“Allspring Funds Management”) this includes, among others, Allspring Funds Trust, Allspring Master Trust, Allspring Variable Trust, Allspring Global Dividend Opportunity Fund, Allspring Income Opportunities Fund, Allspring Multi-Sector Income Fund, Allspring Utilities and High Income Fund (the “Trusts”). It also includes Allspring (Lux) Worldwide Fund and Allspring Worldwide Alternative Fund SICAV-SIF, both domiciled in Luxembourg (the “Luxembourg Funds”). Aside from the investment funds managed by Funds Management, Allspring also offers medium term note programs, managed for issuers of such notes domiciled in Luxembourg. Hereafter, all series of the Trusts, and all such Trusts not having separate series, and all sub-funds of the Luxembourg Funds, as well as the MTN issuers, are referred to as the “Investment Products”. In addition, these Policies and Procedures are used to determine how to vote proxies for the assets managed on behalf of Allspring’s other clients. Not all clients delegate proxy voting authority to Allspring. Allspring will not vote proxies, or provide advice to clients on how to vote proxies in the absence of specific delegation of authority, a pre-existing contractual agreement, or an obligation under applicable law (e.g., securities that are held in an investment advisory account for which Allspring exercises no investment discretion are not voted by Allspring).
Luxembourg Products
Allspring Global Investments Luxembourg S.A. (“Allspring Luxembourg”) has delegated the portfolio management of the Luxembourg Funds it manages to Allspring and the responsibility for exercising voting rights in conjunction with such delegation; as such, these Policies and Procedures shall apply to the portfolio management of the Allspring (Lux) Worldwide Fund. The respective portfolio management may also delegate the responsibility for exercising voting rights to the Proxy Voting Vendor, with the prior consent of Allspring Luxembourg. Responsibility for exercising voting rights has also been delegated to Allspring with respect to the Allspring Worldwide Alternative Fund SICAV-SIF and to the MTN issuers.
5
Voting Philosophy
Allspring has adopted these Policies and Procedures to ensure that proxies are voted in the best interests of clients and Investment Product investors, without regard to any relationship that any affiliated person of Allspring or the Investment Product (or an affiliated person of such affiliated person) may have with the issuer. Allspring exercises its voting responsibility as a fiduciary with the goal of maximizing value to clients 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. Allspring has established an appropriate strategy determining when and how the voting rights related to the instruments held in portfolios managed are exercised, so that these rights are exclusively reserved to the relevant Investment Product and its investors.
Proxy Administration
Allspring’s Stewardship Team (“Stewardship”) administers the proxy voting process. The Stewardship Team is part of the Allspring Sustainability Team. Stewardship is responsible for administering and overseeing the proxy voting process to ensure the implementation of the Policies and Procedures, including regular operational reviews, typically conducted on a weekly basis. Stewardship monitors third party voting of proxies to ensure it is being done in a timely and responsible manner, including review of scheduled vendor reports. Stewardship, in conjunction with the Allspring Proxy Governance Committee, reviews the continuing appropriateness of the Policies and Procedures set forth herein, and recommends revisions as necessary.
Third Party Proxy Voting Vendor
Allspring has retained a third-party proxy voting service, Institutional Shareholder Services Inc. (“ISS”), to assist in the implementation of certain proxy voting-related functions including: 1.) Providing research on proxy matters 2.) Providing technology to facilitate the sharing of research and discussions related to proxy votes 3.) Vote proxies in accordance with Allspring’s guidelines 4.) Handle administrative and reporting items 5.) Maintain records of proxy statements received in connection with proxy votes and provide copies/analyses upon request. Except in instances where clients have retained voting authority, Allspring retains the responsibility for proxy voting decisions.
Proxy Committee
Allspring Proxy Governance Committee
The Allspring Proxy Governance Committee shall be responsible for overseeing the proxy voting process to ensure its implementation in conformance with these Policies and Procedures. The Allspring Proxy Governance Committee shall coordinate with Allspring Compliance to monitor ISS, the proxy voting agent currently retained by Allspring, to determine that ISS is accurately applying the Policies and Procedures as set forth herein and operates as an independent proxy voting agent. Allspring’s ISS Vendor Oversight process includes an assessment of ISS’ Policy and Procedures (“P&P”), including conflict controls and monitoring, receipt and review of routine performance-related reporting by ISS to Allspring and periodic onsite due diligence
6
meetings. Due diligence meetings typically include: meetings with key staff, P&P related presentations and discussions, technology-related demonstrations and assessments, and some sample testing, if appropriate. The Allspring Proxy Governance Committee shall review the continuing appropriateness of the Policies and Procedures set forth herein. The Allspring Proxy Governance Committee may delegate certain powers and responsibilities to proxy voting working groups. The Allspring Proxy Governance Committee reviews and, in accordance with these Policies and Procedures, votes on issues that have been escalated from proxy voting working groups. Members of the Allspring Proxy Governance Committee also oversee the implementation of Allspring Proxy Governance Committee recommendations for the respective functional areas in Allspring that they represent.
Proxy Voting Due Diligence Working Group
Among other
delegated matters, the proxy voting Due Diligence Working Group (‘DDWG’) in accordance with these Policies and Procedures, reviews and votes on routine proxy proposals that it considers under these Policies and Procedures in a timely
manner. If necessary, the DDWG escalates issues to the Allspring Proxy Governance Committee that are determined to be material by the DDWG or otherwise in accordance with these Policies and Procedures. The DDWG coordinates
with Allspring’s Compliance teams to review the performance and independence of ISS in exercising its proxy voting responsibilities.
Meetings; Committee Actions
The Allspring Proxy Governance Committee shall convene or act through written consent, including through the use of electronic systems of record, of a majority of Allspring Proxy Governance Committee members as needed and when discretionary voting determinations need to be considered. Any working group of the Allspring Proxy Governance Committee 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. The Allspring Proxy Governance Committee shall also meet quarterly to review the Policies and Procedures.
Membership
Members are selected based on subject matter expertise for the specific deliverables the committee is required to complete. The voting members of the Allspring Proxy Governance Committee are identified in the Allspring Proxy Charter. Changes to the membership of the Allspring Proxy Governance Committee will be made only with approval of the Allspring Proxy Governance Committee. Upon departure from Allspring Global Investments, a member’s position on the Allspring Proxy Governance Committee will automatically terminate.
7
Voting Procedures
Unless otherwise required by applicable law,1 proxies will be voted in accordance with the following steps and in the following order of consideration:
1. | First, any voting items related to Allspring “Top-of-House” voting principles (as described below under the heading “Allspring Proxy Voting Principles/Guidelines”) will generally be voted in accordance with a custom voting policy with ISS (“Custom Policy”) designed to implement the Allspring’s Top-of-House voting principles.2 |
2. | Second, any voting items for meetings deemed of “high importance”3 (e.g., proxy contests, mergers and acquisitions,) where ISS opposes management recommendations will be referred to the Portfolio Management teams for recommendation or the DDWG (or escalated to the
Allspring Proxy Governance |
3. | Third, with respect to any voting items where ISS Sustainability Voting Guidelines4 provide a different recommendation than ISS Standard Voting Guidelines, the following steps are taken: |
a. | Stewardship5 evaluates the matter for materiality and any other relevant considerations. |
b. | If Stewardship recommends further review, the voting item is then referred to the Portfolio Management teams for recommendation or the DDWG (or escalated to the Allspring Proxy Governance Committee) for case-by-case review and vote determination. |
c. | If Stewardship does not recommend further review, the matter is voted in accordance with ISS Standard Voting Guidelines. |
4. | Fourth, any remaining proposals are voted in accordance with ISS Standard Voting Guidelines.6 |
Commitment to the Principles of Responsible Investment
As a signatory to the Principles for Responsible Investment, Allspring has integrated certain environmental, social, and governance factors into its investment processes, which includes the proxy process. As described under Voting Procedures above, Allspring considers ISS’s Sustainability Voting Guidelines as a point of reference in certain cases deemed to be material to a company’s long-term shareholder value.
Voting Discretion
In all cases, the Allspring Proxy Governance Committee (and any working group thereof) will exercise its voting discretion in accordance with the voting philosophy of these Policies and Procedures. In cases where a proxy item is forwarded by ISS to the Allspring Proxy Governance Committee or a working group thereof, the Allspring Proxy Governance Committee or its working group may be assisted in its voting decision through receipt of: (i) independent research and voting recommendations provided by ISS or other independent sources; (ii) input from the investment sub-adviser responsible for purchasing the security; and (iii) information provided by company management and shareholder groups.
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 the Trusts or series thereof, Allspring shall vote the Third Party Fund Holding Voting Matter on behalf of the Trusts or series thereof accordingly. |
2 | The Allspring Proxy Governance Committee may determine that additional review of a Top-of-House voting matter is warranted. For example, voting matters for declassified boards or annual election of directors of public operating and holding companies that have certain long-term business commitments (e.g., developing proprietary technology; or having an important strategic alliance in place) may warrant referral to the DDWG (or escalation to the Proxy Governance Committee) for case-by-case review and vote determination. |
3 | 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. |
4 | ISS’s Sustainability Voting Guidelines seeks to promote support for recognized global governing bodies encouraging sustainable business practices advocating for stewardship of environment, fair labor practices, non-discrimination, and the protection of human rights. |
5 | The Allspring Stewardship Team is part of the Sustainability Team, led by Henrietta Pacquement who reports into the Allspring Chief Investment Officer(s). |
6 | The voting of proxies for Taft Hartley clients may incorporate the use of ISS’s Taft Hartley voting guidelines. |
8
Portfolio Manager and Sub-Adviser Input
The Allspring Proxy Governance Committee (and any working group thereof) may consult with portfolio management teams and Fund sub-advisers on specific proxy voting issues as it deems appropriate. In addition, portfolio management teams or Fund sub-advisers may proactively make recommendations to the Allspring Proxy Governance Committee regarding any proxy voting issue. In this regard, the process takes into consideration expressed views of portfolio management teams and Fund sub-advisers given their deep knowledge of investee companies. For any proxy vote, portfolio management teams and Investment Product advisers and sub-advisers may make a case to vote against the ISS or Allspring Proxy Governance Committee’s recommendation (which is described under Voting Procedures above). Any portfolio management team’s or Investment Product adviser’s or sub-adviser’s opinion should be documented in a brief write-up for consideration by the DDWG who will determine, or escalate to the Allspring Proxy Governance Committee, the final voting decision.
Consistent Voting
The Allspring Proxy Policy and Procedures is consistently applied on the same matter when securities of an issuer are held by multiple client accounts unless there are 1) special circumstances such as, for example, proposals concerning corporate actions such as mergers, tender offers, and acquisitions or as reasonably necessary to implement specified proxy voting guidelines as established by a client (e.g. Taft Hartley ISS Guidelines or custom proxy guidelines) or 2) the expressed views of different portfolio management teams and Fund sub-advisers is different on particular proposals. In the latter case, the Proxy Governance Committee will work with the investment teams to gauge whether alignment can be achieved.
Governance and Oversight
Allspring Top-of-House Proxy Voting Principles/Guidelines.
The following reflects Allspring’s Top-of-House Voting Principles in effect as of the date of these Policies and Procedures. Allspring has put in place a custom voting policy with ISS to implement these voting principles.
We believe that Boards of Directors of investee companies 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. |
• | 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 interests. |
9
• | Generally speaking, we believe Directors serving on an excessive number of boards could result in time constraints and an inability to fulfill their duties. |
• | 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 embody multiple dimensions of diversity in order to bring personal and professional experiences to bear and create a constructive debate of competing perspectives and opinions in the boardroom. Diversity should consider factors such as gender, ethnicity, and age as well as professional factors such as area of expertise, industry experience and geographic location. |
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 if there is balance between a reasonable threshold of shareholders and a hurdle high enough to also avoid the waste of corporate resources for narrowly supported interests. We will evaluate the issues of importance on the basis of serving all shareholders well and not structured for the benefit of a dominant shareholder over others. |
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).
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Securities on Loan
As a general matter, securities on loan will not be recalled to facilitate proxy voting (in which case the borrower of the security shall be entitled to vote the proxy). However, as it relates to portfolio holdings of the Investment Products, if the Allspring Proxy Governance Committee is aware of an item in time to recall the security and has determined in good faith that the importance of the matter to be voted upon outweighs the loss in lending revenue that would result from recalling the security (e.g., if there is a controversial upcoming merger or acquisition, or some other significant matter), the security will be recalled for voting.
Share Blocking
Proxy voting in certain countries requires ‘share blocking’. Shareholders wishing to vote their proxies must 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.
Conflicts of Interest
We always seek to place the interests of our clients first and to identify and manage any conflicts of interest, including those that arise from proxy voting or engagement. Allspring acts as a fiduciary with respect to its asset management activities and therefore we must act in the best interest of our clients and address conflicts that arise.
Conflicts of interest are identified and managed through a strict and objective application of our voting policy and procedures. Allspring may have a conflict of interest regarding a proxy to be voted upon if, for example, Allspring may have other relationships with the issuer of the proxy (e.g. the issuer may be a corporate pension fund client of Allspring). This type of conflict is generally mitigated by the information barriers between Allspring and its affiliates and our commitment as a fiduciary to independent judgement. However, when the Allspring Proxy Governance Committee becomes aware of a conflict of interest (that gets uncovered through the Allspring Proxy Voting Policy and Procedures), it takes additional steps to mitigate the conflict, by using any of the following methods:
1. | Instructing ISS to vote in accordance with its recommendation; |
2. | Disclosing the conflict to the relevant Board and obtaining its consent before voting; |
3. | Submitting the matter to the relevant Board to exercise its authority to vote on such matter; |
4. | Engaging an independent fiduciary who will direct the vote on such matter, |
5. | Consulting with Legal and Compliance and, if necessary, outside legal counsel for guidance on resolving the conflict of interest, |
6. | Voting in proportion to other shareholders (“mirror voting”) following consultation with the Board of the Funds if the conflict pertains to a matter involving a portfolio holding of the Funds; or |
7. | Voting in other ways that are consistent with Allspring’s obligation to vote in the best interests of its clients. |
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Finally, Allspring is a privately-owned company and one of our owners is GTCR which owns other companies as well known as Affiliates. The Allspring Regulatory Compliance team maintains the GTCR Affiliates list and publishes an updated list quarterly. Since the Affiliates may issue publicly traded stock and hold regular proxy meetings, Allspring manages this potential conflict of interest by defaulting all proxy voting in the affiliates to the ISS recommendations. Allspring has no influence attributed to the decisions or the voting elections.
Vendor Oversight
The Stewardship Team monitors the ISS proxy process against specific criteria in order to identify potential issues relating to account reconciliation, unknown and rejected ballot reviews, upcoming proxy reviews, share reconciliation oversight, etc. With respect to ISS’s management of its potential conflicts of interest with corporate issuers, ISS provides institutional clients such as Allspring with its “Policy and disclosure of Significant ISS Relationships” and tools to provide transparency of those relationships.
Other Provisions
Policy Review and Ad Hoc Meetings
The Allspring Proxy Governance Committee meets at least annually to review this Policy and consider any appropriate changes. Meetings may be convened more frequently (for example, to discuss a specific proxy agenda or proposal) as requested by the Head of Stewardship, any member of the Allspring Proxy Governance Committee, or Chief Compliance Officer. The Allspring Proxy Governance Committee includes representation from Portfolio Management, Stewardship, Investment Analytics, Legal and Compliance.
Records Retention
The Stewardship Team will maintain the following records relating to the implementation of the Policies and Procedures:
• | A copy of these proxy voting policies and procedures; |
• | Proxy statements received for client securities (which will be satisfied by relying on ISS); |
• | Records of votes cast on behalf of Investment Products 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; and |
• | 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 at an office of Allspring in an easily accessible place for a period of six years.
Compliance with Regional Regulations and Client Delegation Arrangements
U.S. Regulation
These Policies and Procedures have been written in compliance with Rule 206(4)-6 of the Investment Advisers Act of 1940. Proxy voting records for Allspring’s mutual funds are disclosed on Form N-PX annually, as required by Section 30 and Rule 30b1-4 of the Investment Company Act of 1940, to the Securities and Exchange Commission (“SEC”).
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E.U. Regulation
These Policies and Procedures have been established, implemented and maintained, as they apply to Allspring Luxembourg and Allspring Global Investments (UK) Limited, in accordance the EU Shareholder Rights Directive II (EU 2017/828) (SEF II). Specific to Allspring Luxembourg, the Policies and Procedures also comply with Article 23 of CSSF Regulation No. 10-4, and the CSSF Circular 18/698.
Disclosure of policies and procedures
A summary of the proxy voting policy and procedures are disclosed on Allspring’s website.
In addition, Allspring will disclose to its separate clients (i.e. proxy votes for assets managed on behalf of Allspring’s other clients as per a delegation arrangement) a summary description of its proxy voting policy and procedures via mail.
Disclosure of proxy voting results
Allspring will provide to clients proxy statements and any records as to how Allspring voted proxies on behalf of clients, quarterly or upon request. For assistance, clients may contact their relationship manager, call Allspring at 1-866-259-3305 or e-mail: [email protected] to request a record of proxies voted on their behalf.
Allspring will publish high-level proxy voting statistics in periodic reports. However, except as otherwise required by law, Allspring has a general policy of not disclosing to any issuer specific or third party how its separate account client proxies are voted.
Approved by the Allspring Proxy Governance Committee: March 2023
ITEM 8. PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES
PORTFOLIO MANAGERS
Chris Lee, CFA
Senior Portfolio Manager, Plus Fixed Income - Chris Lee is a senior portfolio manager for the Plus Fixed Income team at Allspring Global Investments. He joined Allspring from its predecessor firm, Wells Fargo Asset Management (WFAM). He also served as head of high-yield trading for the WFAM U.S. High Yield Fixed Income team. Prior to this, he served as a managing director, co-portfolio manager, and head of trading for Silver Lake Credit. Preceding this, he was a senior analyst and portfolio manager for the U.S. High Yield team at WFAM. Earlier in his career, Chris served as a senior research analyst with Wells Fargo’s Proprietary Investment Group. He began his investment industry career in 2001. Chris earned a bachelor’s degree in political science from University of California, Irvine, where he graduated magna cum laude. He also earned a master’s degree in business administration from the Graduate School of Management at the University of California, Davis. Chris is a graduate of Wells Fargo’s Credit Management Training Program. He has earned the right to use the Chartered Financial Analyst® (CFA®) designation.
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Michael Schueller, CFA
Senior Portfolio Manager, Plus Fixed Income - Michael (Mike) Schueller is a senior portfolio manager for the Plus Fixed Income team at Allspring Global Investments. 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.
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 year ended April 30, 2024.
Chris Lee
I manage the following types of accounts: | Other Registered Investment Companies |
Other Pooled Investment Vehicles |
Other Accounts |
|||||||||
Number of above accounts |
7 | 3 | 21 | |||||||||
Total assets of above accounts (millions) |
$ | 3,364.12 | $ | 147.13 | $ | 359.29 | ||||||
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 | $ | 150.16 |
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Michael Schueller
I manage the following types of accounts: | Other Registered Investment Companies |
Other Pooled Investment Vehicles |
Other Accounts |
|||||||||
Number of above accounts |
13 | 4 | 22 | |||||||||
Total assets of above accounts (millions) |
$ | 11,789.36 | $ | 419.18 | $ | 360.25 | ||||||
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 | $ | 150.16 |
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 of1940 (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.
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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.
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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 April 30, 2024:
Chris Lee |
$ | 100,001-$500,000 | ||
Michael Schueller |
$ | 50,001-$100,000 |
ITEM 9. PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT COMPANY AND AFFILIATED PURCHASERS
(a) | (b) | (c) | (d) | |||||||||||||
Period |
Total Number of Shares Purchased |
Average Price Paid per Share |
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs |
Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs |
||||||||||||
5/1/2023 to 5/31/2023 |
0 | $ | 0.00 | 0 | 2,924,870 | |||||||||||
6/1/2023 to 6/30/2023 |
35,284 | 6.27 | 35,284 | 2,889,586 | ||||||||||||
7/1/2023 to 7/31/2023 |
103,563 | 6.42 | 103,563 | 2,786,023 | ||||||||||||
8/1/2023 to 8/31/2023 |
108,583 | 6.38 | 108,583 | 2,677,440 | ||||||||||||
9/1/2023 to 9/30/2023 |
0 | 0.00 | 0 | 2,677,440 | ||||||||||||
10/1/2023 to 10/31/2023 |
48,856 | 6.02 | 48,856 | 2,628,584 | ||||||||||||
11/1/2023 - 11/30/2023 |
75,283 | 6.24 | 75,283 | 2,553,301 | ||||||||||||
12/1/2023 - 12/31/2023 |
200,452 | 6.47 | 200,452 | 2,352,849 | ||||||||||||
1/1/2024 - 1/31/2024 |
0 | 0.00 | 0 | 2,955,285 | ||||||||||||
2/1/2024 - 2/29/2024 |
0 | 0.00 | 0 | 2,955,285 | ||||||||||||
3/1/2024 - 3/31/2024 |
0 | 0.00 | 0 | 2,955,285 | ||||||||||||
4/1/2024 - 4/30/2024 |
0 | 0.00 | 0 | 2,955,285 | ||||||||||||
Total |
572,021 | 6.30 | 572,021 | 2,955,285 |
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On November 15, 2023, the Fund announced a renewal of its open-market share repurchase program (the “Buyback Program”). Under the renewed Buyback Program, the Fund may repurchase up to 5% of its outstanding shares in open market transactions during the period beginning on January 1, 2024 and ending on December 31, 2024. The Fund’s Board of Trustees has delegated to Allspring Funds Management, LLC, the Fund’s adviser, discretion to administer the Buyback Program, including the determination of the amount and timing of repurchases in accordance with the best interests of the Fund and subject to applicable legal limitations.
ITEM 10. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
There have been no material changes to the procedures by which shareholders may recommend nominees to the registrant’s Board of Trustees that have been implemented since the registrant’s last provided disclosure in response to the requirements of this Item.
ITEM 11. CONTROLS AND PROCEDURES
(a) The President and Treasurer have concluded that the Allspring Income Opportunities 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 Fund’s internal controls over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) that occurred during the most recent fiscal half-year of the period covered by this report that materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.
ITEM 12. DISCLOSURES OF SECURITIES LENDING ACTIVITES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES
Not applicable.
ITEM 13. EXHIBITS
(a)(2) Certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2022.
(a)(3) Not applicable.
(a)(4) Not applicable.
(b) Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2022.
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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 Income Opportunities Fund | ||
By: | /s/ Andrew Owen | |
Andrew Owen | ||
President | ||
Date: June 26, 2024 |
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the date indicated.
Allspring Income Opportunities Fund | ||
By: | /s/ Andrew Owen | |
Andrew Owen | ||
President | ||
Date: June 26, 2024 | ||
By: | /s/ Jeremy DePalma | |
Jeremy DePalma | ||
Treasurer | ||
Date: June 26, 2024 |