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| Share Name | Share Symbol | Market | Type |
|---|---|---|---|
| Allspring Utilities and High Income Fund | AMEX:ERH | AMEX | Common Stock |
| Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
|---|---|---|---|---|---|---|---|---|
| -0.045 | -0.45% | 10.01 | 10.11 | 10.00 | 10.04 | 27,874 | 01:00:00 |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-CSRS
CERTIFIED SHAREHOLDER REPORT OF REGISTERED
MANAGEMENT INVESTMENT COMPANIES
Investment Company Act file number: 811-21507
Allspring Utilities and High Income Fund
(Exact name of registrant as specified in charter)
1415 Vantage Park Drive, 3rd Floor, Charlotte, NC 28203
(Address of principal executive offices) (Zip code)
Matthew Prasse
Allspring Funds Management, LLC
1415 Vantage Park Drive, 3rd Floor, Charlotte, NC 28203
(Address of principal executive offices) (Zip code)
Registrant’s telephone number, including area code: 800-222-8222
Date of fiscal year end: August 31
Date of reporting period: February 28, 2023
ITEM 1. REPORT TO STOCKHOLDERS
================================
Contents
2
6
10
Financial statements
21
22
23
24
25
26
30
34
The views expressed and any forward-looking statements are as
of February 28, 2023, unless otherwise noted, and are those of the Fund's portfolio managers and/or Allspring Global Investments. Discussions of individual securities or the markets generally are not intended as individual recommendations. Future
events or results may vary significantly from those expressed in any forward-looking statements. The views expressed are subject to change at any time in response to changing circumstances in the market. Allspring Global Investments disclaims any
obligation to publicly update or revise any views expressed or forward-looking statements.
Allspring Utilities and High Income
Fund | 1
Letter to shareholders
(unaudited)
Andrew Owen
President
Allspring Funds
Dear Shareholder:
We are pleased to offer you this semi
annual report for the Allspring Utilities and High Income Fund for the six-month period that ended February 28, 2023. Globally, stocks and bonds experienced heightened volatility through the challenging period. Earlier tailwinds provided by
global stimulus programs, vaccination rollouts, and recovering consumer and corporate sentiment were wiped away by the highest rate of inflation in four decades as well as the impact of ongoing aggressive central bank rate hikes and the prospect of
more rate hikes. Compounding these concerns were the global reverberations of the Russia-Ukraine war and the impact of China’s strict COVID-19 lockdowns.
For the six-month period, stocks and bonds
had mixed results, with non-U.S. developed market equities outperforming U.S. stocks but emerging market stocks trailing overall. Bonds––both U.S. and non-U.S.––began to recover from sustained aggressive interest rate
increases. After suffering deep and broad losses over the past year, recent fixed income performance benefited from a base of higher yields that can now generate higher income. For the period, U.S. stocks, based on the S&P 500 Index,1 returned 1.26%. International stocks, as measured by the MSCI ACWI ex USA Index (Net),2 returned
7.30%, while the MSCI EM Index (Net) (USD)3 lost 2.29%. Among bond indexes, the Bloomberg U.S. Aggregate Bond Index4 returned -2.13%, the Bloomberg Global Aggregate ex-USD Index (unhedged)5 returned -0.11%, the Bloomberg
Municipal Bond Index6 gained 0.66%, and the ICE BofA U.S. High Yield Index7 returned 2.41%.
The Russia-Ukraine war, high inflation,
and central bank rate hikes rocked markets.
A challenging calendar year for investors
continued in September as all asset classes suffered major losses. Central banks kept up their battle against rapidly rising prices with more rate hikes. The strength of the U.S. dollar weighed on results for investors holding non-U.S.-dollar
assets. U.S. mortgage rates jumped to near 7% on 30-year fixed-rate mortgages; the decreased housing affordability began to cool demand somewhat. The U.K. experienced a sharp sell-off of government bonds and the British pound in September as
investors panicked in response to a new government budget that was seen as financially unsound. The Bank of England (BoE) then stepped in and bought long-dated government bonds.
“
A challenging calendar year for investors continued in September as all asset classes suffered major
losses.”
1
The S&P 500 Index
consists of 500 stocks chosen for market size, liquidity, and industry group representation. It is a market-value-weighted index with each stock's weight in the index proportionate to its market value. You cannot invest directly in an index.
2
The Morgan Stanley Capital
International (MSCI) All Country World Index (ACWI) ex USA Index (Net) is a free-float-adjusted market-capitalization-weighted index that is designed to measure the equity market performance of developed and emerging markets, excluding the U.S.
Source: MSCI. MSCI makes no express or implied warranties or representations and shall have no liability whatsoever with respect to any MSCI data contained herein. The MSCI data may not be further redistributed or used as a basis for other indices
or any securities or financial products. This report is not approved, reviewed, or produced by MSCI. You cannot invest directly in an index.
3
The MSCI Emerging Markets
(EM) Index (Net) (USD) is a free-float-adjusted market-capitalization-weighted index that is designed to measure equity market performance of emerging markets. You cannot invest directly in an index.
4
The Bloomberg U.S. Aggregate
Bond Index is a broad-based benchmark that measures the investment-grade, U.S. dollar-denominated, fixed-rate taxable bond market, including Treasuries, government-related and corporate securities, mortgage-backed securities (agency fixed-rate and
hybrid adjustable-rate mortgage pass-throughs), asset-backed securities, and commercial mortgage-backed securities. You cannot invest directly in an index.
5
The Bloomberg Global
Aggregate ex-USD Index (unhedged) is an unmanaged index that provides a broad-based measure of the global investment-grade fixed-income markets excluding the U.S. dollar-denominated debt market. You cannot invest directly in an index.
6
The Bloomberg Municipal Bond
Index is an unmanaged index composed of long-term tax-exempt bonds with a minimum credit rating of Baa. You cannot invest directly in an index.
7
The ICE BofA U.S. High Yield
Index is a market-capitalization-weighted index of domestic and Yankee high-yield bonds. The index tracks the performance of high-yield securities traded in the U.S. bond market. You cannot invest directly in an index. Copyright 2023. ICE Data
Indices, LLC. All rights reserved.
2 | Allspring Utilities and High Income
Fund
Letter to shareholders
(unaudited)
Equities had a reprieve in October. Value stocks and small caps
fared best. Globally, developed markets outpaced emerging market equities, which were hurt by weakness among Chinese stocks. Central banks continued to try to curtail high inflation with aggressive interest rate hikes. Geopolitical risks persisted,
including the ongoing Russia-Ukraine war and economic, financial market, and political turmoil in the U.K. Concerns over Europe’s energy crisis eased thanks to unseasonably warm weather and plentiful gas on hand. The U.S. labor market
continued its resilience against rising prices as unemployment remained near a record low.
Stocks and bonds rallied in November. Economic news was
encouraging, driven by U.S. labor market strength. Although central banks kept raising rates, hopes rose for an easing in the pace of rate hikes and a possible end to central bank monetary tightening in 2023. Although inflation remained at record
highs in the eurozone, we began to see signs of a possible decline in inflationary pressures as U.S. inflation moderated, with a 7.1% annual price rise in November and a monthly price increase of just 0.1%. China’s economic data remained weak,
reflecting its zero-COVID-19 policy. Financial markets
cooled in December, with U.S. equities posting negative overall results in response to a weakening U.S. dollar. Fixed income securities ended one of their worst years ever, with flat overall monthly returns as markets weighed the hopes for an end to
the monetary tightening cycle with the reality that central banks had not completed their jobs yet. U.S. Consumer Price Index (CPI)1 data showed a strong consistent trend
downward, which brought down the 12-month CPI to 6.5% in December from 9.1% in June. Other countries and regions reported still-high but declining inflation rates as the year wound down.
The year 2023 began with a rally across global equities and
fixed income securities. Investor optimism rose in response to data indicating declining inflation rates and the reopening of China’s economy with the abrupt end to its zero-COVID-19 policy. The U.S. reported surprisingly strong job
gains––employers added more than 500,000 jobs––and unemployment fell to 3.4%, the lowest level since 1969. Meanwhile, wage growth, seen as a potential contributor to ongoing high inflation, continued to moderate. All eyes
remained fixed on the Federal Reserve (Fed) and on how many more rate hikes remain in this tightening cycle. The 0.25% federal funds rate hike announced in January was the Fed’s smallest rate increase since March 2022.
Financial markets declined in February as investors responded
unfavorably to resilient economic data. The takeaway: Central banks will likely continue their monetary tightening cycle for longer than markets had priced in. In this environment—where strong economic data is seen as bad news—the
resilient U.S. labor market was seen as a negative while the inflation rate has not been falling quickly enough for the Fed, which raised interest rates by 0.25% in early February. Meanwhile, the BoE and the European Central Bank both raised rates
by 0.50%. At this stage in the economic cycle, the overriding question remained: “What will central banks do?” In February, the answer appeared to be: “Move rates higher for longer.”
1
The Consumer Price Index
(CPI) is a measure of the average change over time in the prices paid by urban consumers for a market basket of consumer goods and services. You cannot invest directly in an index.
Allspring Utilities and High Income
Fund | 3
Letter to shareholders
(unaudited)
Don’t let short-term uncertainty
derail long-term investment goals.
Periods of investment uncertainty can
present challenges, but experience has taught us that maintaining long-term investment goals can be an effective way to plan for the future. Although diversification cannot guarantee an investment profit or prevent losses, we believe it can be an
effective way to manage investment risk and potentially smooth out overall portfolio performance. We encourage investors to know their investments and to understand that appropriate levels of risk-taking may unlock opportunities.
Thank you for choosing to invest with
Allspring Funds. We appreciate your confidence in us and remain committed to helping you meet your financial needs.
Sincerely,
Andrew Owen
President
Allspring
Funds
Notice to Shareholders
On November 16, 2022, 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, 2023 and ending on December 31, 2023. 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.
For further information about your fund,
contact your investment professional, visit our website at allspringglobal.com, or call us directly at 1-800-222-8222.
4 | Allspring Utilities and High Income
Fund
Performance highlights
(unaudited)
Figures quoted represent past
performance, which is no guarantee of future results, and do not reflect taxes that a shareholder may pay on an investment in a fund. Investment return and principal value of an investment will fluctuate so that an
investor’s shares, when sold, may be worth more or less than their original cost. Current performance may be lower or higher than the performance data quoted, which assumes the reinvestment of dividends and capital gains. Performance figures
of the Fund do not reflect brokerage commissions that a shareholder would pay on the purchase and sale of shares. If taxes and such brokerage commissions had been reflected, performance would have been lower. To obtain performance information
current to the most recent month-end, please call 1-800-222-8222.
The Fund’s annualized expense ratio for the six months
ended February 28, 2023, was 2.19% which includes 1.21% of interest expense.
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
Source:
Allspring Funds Management, LLC. The ERH Blended Index is weighted 70% in the S&P 500 Utilities Index and 30% in the ICE BofA U.S. High Yield Constrained Index. Effective October 15, 2019, the ERH Blended Index changed the high yield component
of the index from the ICE BofA U.S. High Yield Index with the ICE BofA U.S. High Yield Constrained Index in order to better match the Fund’s investment strategy. 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. You cannot invest directly in an index. Copyright 2023.
ICE Data Indices, LLC. All rights reserved.
4
The
S&P 500 Utilities Index is a market-value-weighted index that measures the performance of all stocks within the utilities sector of the S&P 500 Index. You cannot invest directly in an index.
‡
CFA® and Chartered
Financial Analyst® are trademarks owned by CFA Institute.
6 | Allspring Utilities and High Income
Fund
Performance highlights
(unaudited)
Growth
of $10,000 investment as of February 28, 20231
1
The chart compares the
performance of the Fund for the most recent ten years with the ERH Blended Index, ICE BofA U.S. High Yield Constrained Index and S&P 500 Utilities 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 stock. Dividends and distributions paid by the Fund are included in the Fund’s average annual total returns but have the effect of reducing the Fund’s
NAV. Risk summary
This closed-end fund is no longer available as an initial public offering and
is only offered through broker-dealers on the secondary market. A closed-end fund is not required to buy its shares back from investors upon request. Shares of the Fund may trade at either a premium or discount relative to the Fund’s net asset
value, and there can be no assurance that any discount will decrease. The values of, and/or the income generated by, securities held by the Fund may decline due to general market conditions or other factors, including those directly involving the
issuers of such securities. Equity securities fluctuate in value in response to factors specific to the issuer of the security. Debt securities are subject to credit risk and interest rate risk, and high yield securities and unrated securities of
similar credit quality have a much greater risk of default and their values tend to be more volatile than higher-rated securities with similar maturities. Funds that concentrate their investments in a single industry or sector may face increased
risk of price fluctuation due to adverse developments within that industry or sector. The Fund is also subject to risks associated with any concentration of its investments in the utility sector. The Fund is leveraged through a revolving credit
facility and also may incur leverage by issuing preferred shares in the future. The use of leverage results in certain risks, including, among others, the likelihood of greater volatility of net asset value and the market price of common shares.
Foreign investments may contain more risk due to the inherent risks associated with changing political climates, foreign market instability, and foreign currency fluctuations. Derivatives involve additional risks, including interest rate risk,
credit risk, the risk of improper valuation, and the risk of noncorrelation to the relevant instruments they are designed to hedge or closely track.
Allspring Utilities and High Income
Fund | 7
Performance highlights
(unaudited)
MANAGER'S DISCUSSION
Overview
The Fund’s return based on market value was -11.03% for the six-month
period that ended February 28, 2023. During the same period, the Fund’s return based on net asset value (NAV) was -10.10%. Based on its market value and NAV return, the Fund underperformed the ERH Blended Index, which returned -7.16%.
*
The S&P 500 Index
consists of 500 stocks chosen for market size, liquidity, and industry group representation. It is a market-value-weighted index with each stock's weight in the index proportionate to its market value. You cannot invest directly in an index.
**
The ICE BofA U.S. High Yield
Index is a market-capitalization-weighted index of domestic and Yankee high-yield bonds. The index tracks the performance of high-yield securities traded in the U.S. bond market. You cannot invest directly in an index. Copyright 2023. ICE Data
Indices, LLC. All rights reserved.
8 | Allspring Utilities and High Income
Fund
Portfolio of
investments—February 28, 2023 (unaudited)
Shares
Value
Common
stocks: 84.39%
Energy: 0.15%
Energy
equipment & services: 0.09%
Bristow
Group Incorporated †
3,368
$
91,744
Oil,
gas & consumable fuels: 0.06%
Denbury
Incorporated †
746
62,194
Financials: 0.05%
Mortgage
REITs: 0.05%
Starwood
Property Trust Incorporated
2,796
53,571
Utilities: 84.19%
Electric
utilities: 48.78%
Alliant
Energy Corporation
29,270
1,500,673
American
Electric Power Company Incorporated
59,781
5,258,935
Constellation
Energy Corporation
29,898
2,239,061
Duke
Energy Corporation
55,165
5,199,853
Entergy
Corporation
22,292
2,293,178
Evergy
Incorporated
29,385
1,728,132
Eversource
Energy
26,318
1,983,324
Exelon
Corporation
109,843
4,436,559
FirstEnergy
Corporation
59,028
2,333,967
NextEra
Energy Incorporated
205,866
14,622,662
The
Southern Company
70,453
4,442,766
Xcel
Energy Incorporated
71,281
4,602,614
50,641,724
Gas
utilities: 3.74%
Atmos
Energy Corporation
29,092
3,281,869
ONE
Gas Incorporated
7,503
601,440
3,883,309
Multi-utilities:
28.95%
Ameren
Corporation
38,992
3,225,028
CenterPoint
Energy Incorporated
114,071
3,173,455
CMS
Energy Corporation
59,487
3,507,948
Dominion
Energy Incorporated
81,959
4,558,560
DTE
Energy Company
31,112
3,413,298
Public
Service Enterprise Group Incorporated
55,246
3,338,516
Sempra
Energy
37,455
5,616,752
WEC
Energy Group Incorporated
36,310
3,219,245
30,052,802
Water
utilities: 2.72%
American
Water Works Company Incorporated
20,113
2,823,463
Total
Common stocks (Cost $78,534,229)
87,608,807
The
accompanying notes are an integral part of these financial statements.
10 | Allspring Utilities and High Income
Fund
Portfolio of
investments—February 28, 2023 (unaudited)
Interest
rate Maturity
date Principal
Value
Corporate
bonds and notes: 36.73%
Communication
services: 6.42%
Diversified
telecommunication services: 0.40%
Cablevision
Lightpath LLC 144A
3.88%
9-15-2027
$ 135,000
$
110,047
Cablevision
Lightpath LLC 144A
5.63
9-15-2028
130,000
96,850
Level
3 Financing Incorporated 144A
3.63
1-15-2029
155,000
99,460
Level
3 Financing Incorporated 144A
4.25
7-1-2028
100,000
68,250
Level
3 Financing Incorporated 144A
4.63
9-15-2027
50,000
37,375
411,982
Entertainment: 0.44%
Dave
& Buster's Incorporated 144A
7.63
11-1-2025
70,000
70,963
Live
Nation Entertainment Incorporated 144A
3.75
1-15-2028
140,000
121,731
Live
Nation Entertainment Incorporated 144A
5.63
3-15-2026
48,000
46,206
Live
Nation Entertainment Incorporated 144A
6.50
5-15-2027
225,000
221,231
460,131
Media: 5.58%
CCO
Holdings LLC 144A
4.25
1-15-2034
635,000
475,331
CCO
Holdings LLC 144A
4.50
8-15-2030
450,000
370,134
CCO
Holdings LLC
4.50
5-1-2032
50,000
39,573
CCO
Holdings LLC 144A
5.00
2-1-2028
25,000
22,656
CCO
Holdings LLC 144A
5.13
5-1-2027
250,000
231,318
CCO
Holdings LLC 144A
5.50
5-1-2026
2,000
1,930
Cinemark
USA Incorporated 144A
5.25
7-15-2028
235,000
197,459
Cinemark
USA Incorporated 144A
5.88
3-15-2026
65,000
59,511
Cinemark
USA Incorporated 144A
8.75
5-1-2025
220,000
224,444
Clear
Channel Outdoor Holdings 144A
7.50
6-1-2029
270,000
218,700
CSC
Holdings LLC 144A
4.13
12-1-2030
330,000
238,484
CSC
Holdings LLC 144A
4.63
12-1-2030
200,000
107,675
CSC
Holdings LLC 144A
5.75
1-15-2030
390,000
223,365
DIRECTV
Financing LLC 144A
5.88
8-15-2027
245,000
219,035
DISH
DBS Corporation 144A
5.75
12-1-2028
185,000
147,778
DISH
Network Corporation 144A
11.75
11-15-2027
220,000
222,910
Gray
Escrow II Incorporated 144A
5.38
11-15-2031
600,000
445,472
Gray
Television Incorporated 144A
4.75
10-15-2030
250,000
183,295
Match
Group Holdings II LLC 144A
5.63
2-15-2029
375,000
345,483
Nexstar
Broadcasting Incorporated 144A
4.75
11-1-2028
125,000
109,284
Nexstar
Broadcasting Incorporated 144A
5.63
7-15-2027
125,000
116,092
Outfront
Media Capital Corporation 144A
4.63
3-15-2030
150,000
122,631
Outfront
Media Capital Corporation 144A
5.00
8-15-2027
85,000
76,713
QVC
Incorporated
4.38
9-1-2028
200,000
111,438
QVC
Incorporated
4.75
2-15-2027
175,000
112,000
QVC
Incorporated
5.95
3-15-2043
95,000
45,630
Salem
Media Group Incorporated 144A
6.75
6-1-2024
70,000
70,000
Scripps
Escrow II Incorporated 144A
3.88
1-15-2029
35,000
27,894
Scripps
Escrow II Incorporated 144A
5.38
1-15-2031
425,000
300,892
Scripps
Escrow II Incorporated 144A
5.88
7-15-2027
50,000
40,036
Sirius
XM Radio Incorporated 144A
4.13
7-1-2030
275,000
223,501
Townsquare
Media Incorporated 144A
6.88
2-1-2026
510,000
467,299
5,797,963
The accompanying notes are an integral part of these financial
statements.
Allspring Utilities and High Income
Fund | 11
Portfolio of
investments—February 28, 2023 (unaudited)
Interest
rate Maturity
date Principal
Value
Consumer
discretionary: 5.88%
Auto
components: 0.41%
Allison
Transmission Incorporated 144A
5.88%
6-1-2029
$ 170,000
$
161,075
Clarios
Global LP 144A
6.25
5-15-2026
144,000
141,336
Cooper
Tire & Rubber Company
7.63
3-15-2027
122,000
124,606
427,017
Automobiles: 0.25%
Ford
Motor Company
3.25
2-12-2032
175,000
132,669
Ford
Motor Company
4.75
1-15-2043
180,000
131,273
263,942
Diversified
consumer services: 0.14%
Service
Corporation International
7.50
4-1-2027
140,000
144,206
Hotels,
restaurants & leisure: 2.96%
Carnival
Corporation 144A
4.00
8-1-2028
150,000
126,816
Carnival
Corporation 144A
6.00
5-1-2029
290,000
225,852
Carnival
Corporation 144A
9.88
8-1-2027
100,000
101,799
Carnival
Corporation 144A
10.50
2-1-2026
60,000
62,099
Carnival
Holdings Bermuda Limited 144A
10.38
5-1-2028
340,000
363,800
CCM
Merger Incorporated 144A
6.38
5-1-2026
555,000
532,598
Churchill
Downs Incorporated 144A
4.75
1-15-2028
250,000
227,567
MGM
Resorts International
6.75
5-1-2025
95,000
95,235
NCL
Corporation Limited 144A
5.88
3-15-2026
265,000
229,225
NCL
Corporation Limited 144A
5.88
2-15-2027
170,000
157,675
NCL
Corporation Limited 144A
7.75
2-15-2029
110,000
95,755
Royal
Caribbean Cruises Limited 144A
5.38
7-15-2027
25,000
21,973
Royal
Caribbean Cruises Limited 144A
5.50
8-31-2026
95,000
87,288
Royal
Caribbean Cruises Limited 144A
5.50
4-1-2028
420,000
366,072
Royal
Caribbean Cruises Limited 144A
9.25
1-15-2029
140,000
148,502
Royal
Caribbean Cruises Limited 144A
11.63
8-15-2027
215,000
228,984
3,071,240
Household
durables: 0.17%
Toll
Brothers Finance Corporation
4.35
2-15-2028
190,000
174,988
Multiline
retail: 0.48%
LSF9
Atlantis Holdings LLC 144A
7.75
2-15-2026
370,000
325,344
Macy's
Retail Holdings LLC 144A
5.88
4-1-2029
140,000
127,170
Macy's
Retail Holdings LLC 144A
6.13
3-15-2032
50,000
43,000
495,514
Specialty
retail: 1.10%
Bath
& Body Works Incorporated 144A
9.38
7-1-2025
95,000
100,463
Michaels
Companies Incorporated 144A
7.88
5-1-2029
300,000
225,750
NMG
Holding Company Incorporated 144A
7.13
4-1-2026
225,000
217,125
PetSmart
Incorporated 144A
4.75
2-15-2028
380,000
345,878
Rent-A-Center
Incorporated 144A
6.38
2-15-2029
295,000
253,072
1,142,288
Textiles,
apparel & luxury goods: 0.37%
G-III
Apparel Group Limited 144A
7.88
8-15-2025
405,000
381,713
The accompanying notes are an integral part of these financial
statements.
12 | Allspring Utilities and High Income
Fund
Portfolio of
investments—February 28, 2023 (unaudited)
Interest
rate Maturity
date Principal
Value
Consumer
staples: 0.22%
Food
products: 0.22%
CHS
Incorporated 144A
5.25%
5-15-2030
$ 145,000
$
116,017
CHS
Incorporated 144A
6.00
1-15-2029
10,000
8,636
US
Foods Incorporated 144A
6.25
4-15-2025
110,000
109,598
234,251
Energy:
6.89%
Energy
equipment & services: 1.52%
Bristow
Group Incorporated 144A
6.88
3-1-2028
375,000
353,014
Hilcorp
Energy Company 144A
5.75
2-1-2029
55,000
49,775
Hilcorp
Energy Company 144A
6.00
4-15-2030
30,000
27,216
Hilcorp
Energy Company 144A
6.00
2-1-2031
55,000
49,346
Hilcorp
Energy Company 144A
6.25
11-1-2028
75,000
69,682
Hilcorp
Energy Company 144A
6.25
4-15-2032
30,000
27,204
Oceaneering
International Incorporated
4.65
11-15-2024
105,000
101,071
Oceaneering
International Incorporated
6.00
2-1-2028
225,000
213,440
Pattern
Energy Operations LP 144A
4.50
8-15-2028
500,000
446,505
USA
Compression Partners LP
6.88
4-1-2026
150,000
143,759
USA
Compression Partners LP
6.88
9-1-2027
100,000
94,684
1,575,696
Oil,
gas & consumable fuels: 5.37%
Aethon
United 144A
8.25
2-15-2026
430,000
413,588
Archrock
Partners LP 144A
6.25
4-1-2028
135,000
128,153
Archrock
Partners LP 144A
6.88
4-1-2027
125,000
121,266
Buckeye
Partners LP 144A
4.50
3-1-2028
25,000
21,953
Buckeye
Partners LP
5.85
11-15-2043
150,000
110,952
CQP
Holdco LP 144A
5.50
6-15-2031
295,000
258,863
DT
Midstream Incorporated 144A
4.13
6-15-2029
85,000
72,888
DT
Midstream Incorporated 144A
4.38
6-15-2031
225,000
188,438
Encino
Acquisition Partners Company 144A
8.50
5-1-2028
400,000
349,396
EnLink
Midstream Partners LP
5.05
4-1-2045
210,000
160,550
EnLink
Midstream Partners LP
5.38
6-1-2029
297,000
275,784
EnLink
Midstream Partners LP
5.60
4-1-2044
75,000
61,125
EnLink
Midstream Partners LP 144A
5.63
1-15-2028
35,000
33,338
EnLink
Midstream Partners LP 144A
6.50
9-1-2030
155,000
152,664
Enviva
Partners LP 144A
6.50
1-15-2026
800,000
749,968
EQM
Midstream Partners 144A
7.50
6-1-2027
5,000
4,900
EQM
Midstream Partners 144A
7.50
6-1-2030
230,000
219,126
Harvest
Midstream LP 144A
7.50
9-1-2028
145,000
139,832
Hess
Midstream Operation Company 144A
5.50
10-15-2030
30,000
27,000
Kinetik
Holdings LP Company 144A
5.88
6-15-2030
240,000
221,810
Murphy
Oil Corporation
6.38
7-15-2028
50,000
48,266
Nabors
Industries Limited 144A
7.38
5-15-2027
180,000
173,480
Occidental
Petroleum Corporation
6.45
9-15-2036
525,000
527,625
Rockies
Express Pipeline LLC 144A
6.88
4-15-2040
215,000
176,056
Southwestern
Energy Company
4.75
2-1-2032
130,000
111,713
Southwestern
Energy Company
8.38
9-15-2028
110,000
115,088
Tallgrass
Energy Partners LP 144A
6.00
12-31-2030
185,000
159,533
Tallgrass
Energy Partners LP 144A
6.00
9-1-2031
125,000
106,817
Venture
Global Calcasieu Pass LLC 144A
6.25
1-15-2030
260,000
256,425
The accompanying notes are an integral part of these financial
statements.
Allspring Utilities and High Income
Fund | 13
Portfolio of
investments—February 28, 2023 (unaudited)
Interest
rate Maturity
date Principal
Value
Oil,
gas & consumable fuels (continued)
Venture
Global LNG Incorporated 144A
3.88%
11-1-2033
$ 35,000
$
28,539
Vital
Energy Incorporated
9.50
1-15-2025
165,000
166,332
5,581,468
Financials:
5.76%
Capital
markets: 0.21%
Oppenheimer
Holdings Incorporated
5.50
10-1-2025
225,000
221,063
Consumer
finance: 2.44%
FirstCash
Incorporated 144A
4.63
9-1-2028
205,000
178,088
FirstCash
Incorporated 144A
5.63
1-1-2030
145,000
128,258
Ford
Motor Credit Company LLC
4.39
1-8-2026
220,000
206,934
Ford
Motor Credit Company LLC
5.11
5-3-2029
535,000
489,044
LFS
TopCo LLC 144A
5.88
10-15-2026
120,000
103,344
Navient
Corporation
5.00
3-15-2027
195,000
173,355
Navient
Corporation
5.63
8-1-2033
125,000
93,809
Navient
Corporation
5.88
10-25-2024
225,000
218,714
OneMain
Finance Corporation
5.38
11-15-2029
75,000
63,153
OneMain
Finance Corporation
6.13
3-15-2024
50,000
49,299
OneMain
Finance Corporation
7.13
3-15-2026
125,000
121,514
PECF
USS Intermediate Holding III Corporation 144A
8.00
11-15-2029
275,000
193,307
PRA
Group Incorporated 144A
5.00
10-1-2029
320,000
272,707
Rocket
Mortgage LLC 144A
2.88
10-15-2026
190,000
163,949
Rocket
Mortgage LLC 144A
4.00
10-15-2033
105,000
77,626
2,533,101
Diversified
financial services: 1.04%
Camelot
Return Merger Sub Incorporated 144A
8.75
8-1-2028
395,000
375,250
Hat
Holdings LLC 144A
3.38
6-15-2026
120,000
104,100
Hat
Holdings LLC 144A
3.75
9-15-2030
70,000
52,842
Hat
Holdings LLC 144A
6.00
4-15-2025
55,000
53,007
LPL
Holdings Incorporated 144A
4.38
5-15-2031
390,000
337,362
United
Wholesale Mortgage LLC 144A
5.50
11-15-2025
170,000
157,930
1,080,491
Insurance: 0.76%
Amwins
Group Incorporated 144A
4.88
6-30-2029
315,000
267,531
AssuredPartners
Incorporated 144A
5.63
1-15-2029
135,000
114,385
Broadstreet
Partners Incorporated 144A
5.88
4-15-2029
345,000
297,015
Tri
Pointe Homes Incorporated
5.88
6-15-2024
110,000
108,625
787,556
Mortgage
REITs: 0.29%
Starwood
Property Trust Incorporated 144A
4.38
1-15-2027
245,000
212,403
Starwood
Property Trust Incorporated
4.75
3-15-2025
90,000
85,884
298,287
Thrifts
& mortgage finance: 1.02%
Enact
Holdings Incorporated 144A
6.50
8-15-2025
625,000
614,219
Ladder
Capital Finance Holdings LP 144A
4.25
2-1-2027
50,000
42,503
Ladder
Capital Finance Holdings LP 144A
4.75
6-15-2029
135,000
109,778
The accompanying notes are an integral part of these financial
statements.
14 | Allspring Utilities and High Income
Fund
Portfolio of
investments—February 28, 2023 (unaudited)
Interest
rate Maturity
date Principal
Value
Thrifts
& mortgage finance (continued)
Ladder
Capital Finance Holdings LP 144A
5.25%
10-1-2025
$ 195,000
$
182,210
United
Wholesale Mortgage LLC 144A
5.50
4-15-2029
130,000
107,601
1,056,311
Health
care: 0.64%
Health
care providers & services: 0.43%
Air
Methods Corporation 144A
8.00
5-15-2025
110,000
6,600
Pediatrix
Medical Group 144A
5.38
2-15-2030
110,000
97,040
Select
Medical Corporation 144A
6.25
8-15-2026
260,000
248,300
Tenet
Healthcare Corporation
4.88
1-1-2026
100,000
95,239
447,179
Pharmaceuticals: 0.21%
Catalent
Pharma Solutions Company 144A
5.00
7-15-2027
225,000
216,871
Industrials:
4.31%
Aerospace
& defense: 0.69%
Spirit
AeroSystems Incorporated 144A
7.50
4-15-2025
157,000
156,859
Spirit
AeroSystems Incorporated 144A
9.38
11-30-2029
300,000
316,875
TransDigm
Group Incorporated
7.50
3-15-2027
245,000
241,938
715,672
Airlines: 0.79%
American
Airlines Group Incorporated 144A
5.75
4-20-2029
200,000
190,223
Hawaiian
Airlines Incorporated
3.90
7-15-2027
138,348
124,718
Hawaiian
Brand Intellectual Property Limited 144A
5.75
1-20-2026
170,000
158,086
Spirit
Loyalty Cayman Limited 144A
8.00
9-20-2025
345,000
346,294
819,321
Commercial
services & supplies: 0.93%
Allied
Universal Holdco LLC 144A
6.00
6-1-2029
385,000
286,815
Allied
Universal Holdco LLC 144A
6.63
7-15-2026
115,000
109,222
CoreCivic
Incorporated
8.25
4-15-2026
560,000
566,927
962,964
Machinery: 0.71%
Chart
Industries Incorporated 144A
7.50
1-1-2030
45,000
45,675
Chart
Industries Incorporated 144A
9.50
1-1-2031
75,000
78,375
TK
Elevator US Newco Incorporated 144A
5.25
7-15-2027
335,000
303,487
Werner
FinCo LP 144A
8.75
7-15-2025
395,000
315,013
742,550
Road
& rail: 0.71%
Uber
Technologies Incorporated 144A
4.50
8-15-2029
430,000
380,154
Uber
Technologies Incorporated 144A
8.00
11-1-2026
350,000
355,329
735,483
Trading
companies & distributors: 0.48%
Fortress
Transportation & Infrastructure Investors LLC 144A
5.50
5-1-2028
150,000
133,959
Fortress
Transportation & Infrastructure Investors LLC 144A
6.50
10-1-2025
329,000
320,898
Fortress
Transportation & Infrastructure Investors LLC 144A
9.75
8-1-2027
43,000
44,179
499,036
The accompanying notes are an integral part of these financial
statements.
Allspring Utilities and High Income
Fund | 15
Portfolio of
investments—February 28, 2023 (unaudited)
Interest
rate Maturity
date Principal
Value
Information
technology: 2.30%
Communications
equipment: 0.31%
Ciena
Corporation 144A
4.00%
1-31-2030
$ 150,000
$
127,688
CommScope
Technologies LLC 144A
4.75
9-1-2029
60,000
48,900
CommScope
Technologies LLC 144A
5.00
3-15-2027
190,000
144,863
321,451
Electronic
equipment, instruments & components: 0.24%
Wesco
Distribution Incorporated 144A
7.13
6-15-2025
245,000
247,221
IT
services: 0.78%
Sabre
GLBL Incorporated 144A
9.25
4-15-2025
425,000
418,345
Sabre
GLBL Incorporated 144A
11.25
12-15-2027
395,000
394,751
813,096
Software: 0.97%
McAfee
Corporation 144A
7.38
2-15-2030
270,000
213,982
MPH
Acquisition Holdings LLC 144A
5.50
9-1-2028
125,000
94,706
MPH
Acquisition Holdings LLC 144A
5.75
11-1-2028
340,000
220,973
NCR
Corporation 144A
5.13
4-15-2029
40,000
34,161
NCR
Corporation 144A
6.13
9-1-2029
260,000
252,850
SS&C
Technologies Incorporated 144A
5.50
9-30-2027
200,000
188,202
1,004,874
Materials:
1.17%
Chemicals: 0.20%
Avient
Corporation 144A
7.13
8-1-2030
60,000
60,150
Chemours
Company 144A
4.63
11-15-2029
185,000
150,140
210,290
Containers
& packaging: 0.47%
Berry
Global Incorporated 144A
5.63
7-15-2027
270,000
259,875
Clydesdale
Acquisition Holdings Incorporated 144A
8.75
4-15-2030
255,000
230,362
490,237
Metals
& mining: 0.32%
Arches
Buyer Incorporated 144A
4.25
6-1-2028
125,000
102,898
Arches
Buyer Incorporated 144A
6.13
12-1-2028
275,000
226,369
329,267
Paper
& forest products: 0.18%
Clearwater
Paper Corporation 144A
4.75
8-15-2028
210,000
183,634
Real
estate: 1.33%
Equity
REITs: 1.33%
GLP
Capital LP
3.25
1-15-2032
160,000
127,094
Iron
Mountain Incorporated 144A
4.50
2-15-2031
250,000
206,994
Iron
Mountain Incorporated 144A
5.25
7-15-2030
315,000
274,661
MPT
Operating Partnership LP
3.50
3-15-2031
490,000
335,875
Service
Properties Trust Company
4.35
10-1-2024
125,000
119,650
Service
Properties Trust Company
4.75
10-1-2026
125,000
108,438
Service
Properties Trust Company
4.95
2-15-2027
140,000
120,694
The accompanying notes are an integral part of these financial
statements.
16 | Allspring Utilities and High Income
Fund
Portfolio of
investments—February 28, 2023 (unaudited)
Interest
rate Maturity
date Principal
Value
Equity
REITs (continued)
Service
Properties Trust Company
5.25%
2-15-2026
$ 75,000
$
68,063
Service
Properties Trust Company
7.50
9-15-2025
15,000
14,868
1,376,337
Utilities:
1.81%
Electric
utilities: 0.55%
NextEra
Energy Operating Partners LP 144A
4.25
9-15-2024
2,000
1,865
PG&E
Corporation
5.00
7-1-2028
25,000
22,826
PG&E
Corporation
5.25
7-1-2030
615,000
548,888
573,579
Independent
power & renewable electricity producers: 1.26%
NSG
Holdings LLC 144A
7.75
12-15-2025
283,195
277,531
TerraForm
Power Operating LLC 144A
4.75
1-15-2030
175,000
151,277
TerraForm
Power Operating LLC 144A
5.00
1-31-2028
525,000
483,000
Vistra
Operations Company LLC 144A
4.38
5-1-2029
110,000
95,028
Vistra
Operations Company LLC 144A
5.63
2-15-2027
225,000
213,215
Vistra
Operations Company LLC (5 Year Treasury Constant Maturity +5.74%) 144Aʊ±
7.00
12-15-2026
90,000
84,180
1,304,231
Total
Corporate bonds and notes (Cost $41,214,375)
38,132,501
Loans:
2.65%
Communication
services: 0.56%
Diversified
telecommunication services: 0.20%
Intelsat
Jackson Holdings SA (U.S. SOFR 1 Month +4.25%) ±
9.18
2-1-2029
213,172
210,507
Entertainment: 0.10%
Dave
& Buster's Incorporated (U.S. SOFR 1 Month +5.00%) <±
9.75
6-29-2029
104,525
104,812
Media: 0.26%
Clear
Channel Outdoor Holdings (1 Month LIBOR +3.50%) ±
8.23
8-21-2026
89,537
84,687
Hubbard
Radio LLC (1 Month LIBOR +4.25%) ±
8.89
3-28-2025
204,105
180,803
265,490
Energy:
0.20%
Oil,
gas & consumable fuels: 0.20%
GIP
II Blue Holdings LP (1 Month LIBOR +4.50%) ±
9.23
9-29-2028
120,124
119,608
M6
ETX Holdings II MidCo LLC (U.S. SOFR 1 Month +4.50%) ±
9.16
9-19-2029
84,788
84,328
203,936
Financials:
0.69%
Diversified
financial services: 0.36%
Resolute
Investment Managers Incorporated (1 Month LIBOR +4.25%) ‡<±
8.98
4-30-2024
158,084
124,096
The accompanying notes are an integral part of these financial
statements.
Allspring Utilities and High Income
Fund | 17
Portfolio of
investments—February 28, 2023 (unaudited)
Interest
rate Maturity
date Principal
Value
Diversified
financial services (continued)
Resolute
Investment Managers Incorporated (1 Month LIBOR +8.00%) ±
12.83%
4-30-2025
$ 105,857
$
84,685
Russell
Investments US Institutional Holdco Incorporated (1 Month LIBOR +3.50%) ±
8.13
5-30-2025
173,532
170,712
379,493
Insurance: 0.20%
Asurion
LLC (1 Month LIBOR +3.00%) <±
7.63
11-3-2024
120,000
119,507
Asurion
LLC (1 Month LIBOR +5.25%) ±
9.88
1-31-2028
105,000
89,355
208,862
Mortgage
REITs: 0.13%
Claros
Mortgage Trust Incorporated (U.S. SOFR 1 Month +4.50%) ‡±
9.16
8-9-2026
133,650
132,146
Health
care: 0.05%
Health
care equipment & supplies: 0.05%
Surgery
Center Holdings Incorporated (1 Month LIBOR +3.75%) ±
8.36
8-31-2026
52,181
51,754
Industrials:
1.15%
Airlines: 0.38%
Mileage
Plus Holdings LLC (1 Month LIBOR +5.25%) ±
10.00
6-21-2027
225,000
234,056
SkyMiles
IP Limited (3 Month LIBOR +3.75%) <±
8.56
10-20-2027
158,000
163,432
397,488
Commercial
services & supplies: 0.53%
The
Geo Group Incorporated (1 Month LIBOR +7.13%) ±
11.74
3-23-2027
545,207
548,909
Machinery: 0.24%
Chart
Industries Incorporated <±
8.59
12-7-2029
45,000
44,916
Vertical
US Newco Incorporated (1 Month LIBOR +3.50%) ±
8.60
7-30-2027
40,903
39,951
Werner
FinCo LP (3 Month LIBOR +4.00%) ±
8.73
7-24-2024
176,279
163,940
248,807
Total
Loans (Cost $2,808,996)
2,752,204
Expiration
date Shares
Rights: 0.00%
Communication
services: 0.00%
Diversified
telecommunication services: 0.00%
Intelsat
Jackson Holdings SA Series A ♦†
12-5-2025
460
0
Intelsat
Jackson Holdings SA Series B ♦†
12-5-2025
460
0
Total
Rights (Cost $0)
0
The
accompanying notes are an integral part of these financial statements.
18 | Allspring Utilities and High Income
Fund
Portfolio of
investments—February 28, 2023 (unaudited)
Interest
rate Maturity
date Principal
Value
Yankee
corporate bonds and notes: 3.55%
Communication
services: 0.33%
Media: 0.24%
Videotron
Limited 144A
5.13%
4-15-2027
$ 270,000
$ 252,450
Wireless
telecommunication services: 0.09%
Connect
U.S. Finco LLC 144A
6.75
10-1-2026
100,000
92,504
Consumer
discretionary: 0.12%
Auto
components: 0.12%
Adient
Global Holdings Limited 144A
4.88
8-15-2026
130,000
120,297
Energy:
0.24%
Oil,
gas & consumable fuels: 0.24%
Griffin
Coal Mining Company Limited 144A♦†
9.50
12-1-2016
60,957
0
NorthRiver
Midstream Finance LP 144A
5.63
2-15-2026
270,000
254,256
254,256
Financials:
0.44%
Diversified
financial services: 0.44%
Castlelake
Aviation Finance 144A
5.00
4-15-2027
255,000
229,032
New
Red Finance Incorporated 144A
4.00
10-15-2030
275,000
227,128
456,160
Health
care: 0.76%
Biotechnology: 0.22%
Grifols
Escrow Issuer SA 144A
4.75
10-15-2028
265,000
226,575
Pharmaceuticals: 0.54%
Bausch
Health Companies Incorporated 144A
4.88
6-1-2028
125,000
77,969
Teva
Pharmaceutical Finance Netherlands III BV
6.00
4-15-2024
370,000
369,223
Teva
Pharmaceutical Finance Netherlands III BV
6.75
3-1-2028
115,000
110,544
557,736
Industrials:
1.34%
Airlines: 0.65%
Air
Canada Pass-Through Trust Series 2020-1 Class C 144A
10.50
7-15-2026
340,000
362,100
VistaJet
Malta Finance PLC 144A
6.38
2-1-2030
360,000
315,096
677,196
Electrical
equipment: 0.33%
Sensata
Technologies BV 144A
4.00
4-15-2029
220,000
194,033
Sensata
Technologies BV 144A
5.88
9-1-2030
155,000
146,973
341,006
Trading
companies & distributors: 0.36%
Fly
Leasing Limited 144A
7.00
10-15-2024
430,000
373,063
Information
technology: 0.18%
Technology
hardware, storage & peripherals: 0.18%
Seagate
HDD
4.13
1-15-2031
219,000
181,702
The accompanying notes are an integral part of these financial
statements.
Allspring Utilities and High Income
Fund | 19
Portfolio of
investments—February 28, 2023 (unaudited)
Interest
rate Maturity
date Principal
Value
Materials:
0.14%
Containers
& packaging: 0.14%
Ardagh
Packaging Finance plc 144A
6.00%
6-15-2027
$ 155,000
$
150,000
Total
Yankee corporate bonds and notes (Cost $4,050,285)
3,682,945
Yield
Shares
Short-term
investments: 1.14%
Investment
companies: 1.14%
Allspring
Government Money Market Fund Select Class ♠∞##
4.39
1,179,171
1,179,171
Total
Short-term investments (Cost $1,179,171)
1,179,171
Total
investments in securities (Cost $127,787,056)
128.46%
133,355,628
Other
assets and liabilities, net
(28.46)
(29,541,737)
Total
net assets
100.00%
$103,813,891
†
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.
±
Variable
rate investment. The rate shown is the rate in effect at period end.
<
All or a
portion of the position represents an unfunded loan commitment. The rate represents the current interest rate if the loan is partially funded.
‡
Security
is valued using significant unobservable inputs.
♦
The
security is fair valued in accordance with Allspring Funds Management's valuation procedures, as the Board-designated valuation designee.
##
All or a
portion of this security is segregated for unfunded loans.
♠
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.
ʊ
Security
is perpetual in nature and has no stated maturity date. The date shown reflects the next call date.
Abbreviations:
LIBOR
London
Interbank Offered Rate
REIT
Real
estate investment trust
SOFR
Secured
Overnight Financing Rate Investments in affiliates An
affiliated investment is an investment in which the Fund owns at least 5% of the outstanding voting shares of the issuer or as a result of other relationships, such as the Fund and the issuer having the same adviser or investment manager.
Transactions with issuers that were affiliates of the Fund at the end of the period were as follows:
Value,
beginning of
period 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
$3,237,394
$8,033,974
$(10,092,197)
$0
$0
$1,179,171
1,179,171
$29,584
The accompanying notes are an integral part of these financial
statements.
20 | Allspring Utilities and High Income
Fund
Statement of assets and
liabilities—February 28, 2023 (unaudited)
Assets
Investments in unaffiliated securities, at value (cost
$126,607,885)
$
132,176,457
Investments in affiliated securities, at value (cost
$1,179,171)
1,179,171
Cash
43,995
Receivable for dividends and
interest
1,245,984
Receivable for investments
sold
249,902
Prepaid expenses and other
assets
11,509
Total
assets
134,907,018
Liabilities
Secured borrowing
payable
30,000,000
Dividends
payable
686,969
Payable for investments
purchased
306,202
Advisory fee
payable
53,075
Accrued expenses and other
liabilities
46,881
Total
liabilities
31,093,127
Total net
assets
$103,813,891
Net
assets consist of
Paid-in
capital
$
103,151,704
Total distributable
earnings
662,187
Total net
assets
$103,813,891
Net
asset value per share
Based on $103,813,891 divided by 9,292,262 shares issued and outstanding (unlimited number of shares
authorized)
$11.17
The accompanying notes are an integral part of these financial
statements.
Allspring Utilities and High Income
Fund | 21
Statement of
operations—six months ended February 28, 2023 (unaudited)
Investment
income
Interest
$
1,509,906
Dividends
1,431,437
Income from affiliated
securities
29,584
Total investment
income
2,970,927
Expenses
Advisory
fee
350,552
Administration
fee
35,055
Custody and accounting
fees
9,935
Professional
fees
74,961
Shareholder report
expenses
29,396
Trustees’ fees and
expenses
10,625
Transfer agent
fees
17,137
Interest
expense
670,173
Other fees and
expenses
10,550
Total
expenses
1,208,384
Net investment
income
1,762,543
Realized
and unrealized gains (losses) on investments
Net realized losses on
investments
(1,225,591)
Net change in unrealized gains (losses) on
investments
(12,694,820)
Net realized and unrealized gains (losses) on
investments
(13,920,411)
Net decrease in net assets resulting from
operations
$(12,157,868)
The accompanying notes are an integral part of these
financial statements.
22 | Allspring Utilities and High Income
Fund
Statement of changes in net
assets
Six
months ended
February 28, 2023
(unaudited) Year
ended
August 31, 2022
Operations
Net investment
income
$
1,762,543
$
4,028,760
Net realized losses on
investments
(1,225,591)
(94,809)
Net change in unrealized gains (losses) on
investments
(12,694,820)
858,474
Net increase (decrease) in net assets resulting from
operations
(12,157,868)
4,792,425
Distributions
to shareholders from
Net investment income and net realized
gains
(4,187,935)
(4,273,223)
Tax basis return of
capital
0
(4,078,136)
Total distributions to
shareholders
(4,187,935)
(8,351,359)
Capital
share transactions
Net asset value of common shares issued under the Automatic Dividend Reinvestment
Plan
0
108,832
Total decrease in net
assets
(16,345,803)
(3,450,102)
Net
assets
Beginning of
period
120,159,694
123,609,796
End of
period
$103,813,891
$120,159,694
The accompanying notes are an integral part of these financial
statements.
Allspring Utilities and High Income
Fund | 23
Statement of cash
flows—six months ended February 28, 2023 (unaudited)
Cash
flows from operating activities:
Net decrease in net assets resulting from
operations
$(12,157,868)
Adjustments
to reconcile net decrease in net assets from operations to net cash provided by operating activities:
Purchase of long-term
securities
(13,602,466)
Proceeds from the sales of long-term
securities
14,071,555
Amortization,
net
110,762
Purchases and sales of short-term securities,
net
2,058,223
Decrease in receivable for investments
sold
43,960
Decrease in receivable for dividends and
interest
67,354
Increase in prepaid expenses and other
assets
(8,449)
Decrease in payable for investments
purchased
(259,868)
Decrease in advisory fee
payable
(12,363)
Increase in accrued expenses and other
liabilities
19,536
Net realized losses on
investments
1,225,591
Net change in unrealized gains (losses) on
investments
12,694,820
Net cash provided by operating
activities
4,250,787
Cash
flows from financing activities:
Cash distributions
paid
(4,206,792)
Net cash used in financing
activities
(4,206,792)
Net increase in
cash
43,995
Cash:
Beginning of
period
0
End of
period
$
43,995
Supplemental
cash disclosure
Cash paid for
interest
$
413,317
The accompanying notes are an integral part of these
financial statements.
24 | Allspring Utilities and High Income
Fund
Financial highlights
(For a share outstanding throughout each period)
Year
ended August 31
Six
months ended
February 28, 2023
(unaudited) 2022
2021
2020
2019
2018
Net asset value, beginning of
period
$12.93
$13.31
$12.00
$12.94
$12.43
$13.48
Net investment
income
0.19
0.43
0.33
0.37
0.80
0.85
Net realized and unrealized gains (losses) on
investments
(1.50)
0.09
1.84
(0.36)
0.61
(1.00)
Total from investment
operations
(1.31)
0.52
2.17
0.01
1.41
(0.15)
Distributions
to shareholders from
Net investment
income
(0.45)
(0.46)
(0.46)
(0.41)
(0.85)
(0.90)
Net realized
gains
0.00
0.00
(0.11)
(0.04)
0.00
0.00
Tax basis return of
capital
0.00
(0.44)
(0.29)
(0.50)
(0.05)
0.00
Total distributions to
shareholders
(0.45)
(0.90)
(0.86)
(0.95)
(0.90)
(0.90)
Net asset value, end of
period
$11.17
$12.93
$13.31
$12.00
$12.94
$12.43
Market value, end of
period
$10.55
$12.34
$14.71
$12.78
$13.03
$12.65
Total return based on market
value1
(11.03)%
(10.17)%
23.02%
5.72%
10.70%
1.85%
Ratios
to average net assets (annualized)
Net
expenses2
2.19%
1.25%
1.09%
1.35%
1.63%
1.42%
Net investment
income
3.19%
3.34%
3.49%
3.21%
6.60%
6.51%
Supplemental
data
Portfolio turnover
rate
10%
23%
34%
68%
131%
109%
Net assets, end of period (000s
omitted)
$103,814
$120,160
$123,610
$111,277
$119,820
$114,992
Borrowings outstanding, end of period (000s
omitted)
$30,000
$30,000
$25,000
$22,000
$22,000
$22,000
Asset coverage per $1,000 of borrowing, end of
period
$4,460
$5,005
$5,944
$6,058
$6,446
$6,227
1
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.
2
Ratios
include interest expense relating to interest associated with borrowings and/or leverage transactions as follows:
The accompanying notes are an integral part of these financial
statements.
Allspring Utilities and High Income
Fund | 25
Notes to financial statements
(unaudited)
1. ORGANIZATION
Allspring Utilities and High Income Fund (the
“Fund”) was organized as a statutory trust under the laws of the state of Delaware on February 4, 2004. Originally classified as non-diversified, the Fund was reclassified as a diversified closed-end management investment company in
September 2014. As an investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”), the Fund follows the accounting and reporting guidance in Financial Accounting Standards Board
(“FASB”) Accounting Standards Codification Topic 946, Financial Services – Investment Companies.
2. SIGNIFICANT ACCOUNTING POLICIES
The following significant accounting policies, which are
consistently followed in the preparation of the financial statements of the Fund, are in conformity with U.S. generally accepted accounting principles which require management to make estimates and assumptions that affect the reported amounts of
assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of income and expenses during the reporting period. Actual results could differ from those estimates.
Securities valuation
All investments are valued each business day as of the close of regular
trading on the New York Stock Exchange (generally 4 p.m. Eastern Time), although the Fund may deviate from this calculation time under unusual or unexpected circumstances.
Equity securities that are listed on a foreign or domestic
exchange or market are valued at the official closing price or, if none, the last sales price.
Debt securities are valued at the evaluated bid price provided
by an independent pricing service (e.g. taking into account various factors, including yields, maturities, or credit ratings) or, if a reliable price is not available, the quoted bid price from an independent broker-dealer.
Investments in registered open-end investment companies (other
than those listed on a foreign or domestic exchange or market) are valued at net asset value.
Investments which are not valued using the methods discussed
above are valued at their fair value, as determined in good faith by Allspring Funds Management, LLC ("Allspring Funds Management"), which was named the valuation designee by the Board of Trustees. As the valuation designee, Allspring Funds
Management is responsible for day-to-day valuation activities for the Allspring Funds. In connection with these responsibilities, Allspring Funds Management has established a Valuation Committee and has delegated to it the authority to take any
actions regarding the valuation of portfolio securities that the Valuation Committee deems necessary or appropriate, including determining the fair value of portfolio securities. On a quarterly basis, the Board of Trustees receives reports of
valuation actions taken by the Valuation Committee. On at least an annual basis, the Board of Trustees receives an assessment of the adequacy and effectiveness of Allspring Funds Management's process for determining the fair value of the portfolio
of investments. When-issued transactions
The Fund may purchase securities on a forward commitment or when-issued basis.
The Fund records a when-issued transaction on the trade date and will segregate assets in an amount at least equal in value to the Fund's commitment to purchase when-issued securities. Securities purchased on a when-issued basis are marked-to-market
daily and the Fund begins earning interest on the settlement date. Losses may arise due to changes in the market value of the underlying securities or if the counterparty does not perform under the contract.
Loans
The Fund may invest in direct debt instruments which are interests in amounts
owed to lenders by corporate or other borrowers. The loans pay interest at rates which are periodically reset by reference to a base lending rate plus a spread. Investments in loans may be in the form of participations in loans or assignments of all
or a portion of loans from third parties. When the Fund purchases participations, it generally has no rights to enforce compliance with the terms of the loan agreement with the borrower. As a result, the Fund assumes the credit risk of both the
borrower and the lender that is selling the participation. When the Fund purchases assignments from lenders, it acquires direct rights against the borrower on the loan and may enforce compliance by the borrower with the terms of the loan agreement.
Loans may include fully funded term loans or unfunded loan commitments, which are contractual obligations for future funding.
Security transactions and income recognition
Securities transactions are recorded on a trade date basis. Realized gains or
losses are recorded on the basis of identified cost.
26 | Allspring Utilities and High Income
Fund
Notes to financial statements
(unaudited)
Interest income is accrued daily and bond discounts are
accreted and premiums are amortized daily. To the extent debt obligations are placed on non-accrual status, any related interest income may be reduced by writing off interest receivables when the collection of all or a portion of interest has been
determined to be doubtful based on consistently applied procedures and the fair value has decreased. If the issuer subsequently resumes interest payments or when the collectability of interest is reasonably assured, the debt obligation is removed
from non-accrual status. Dividend income is recognized on
the ex-dividend date. Distributions to
shareholders Under a managed distribution plan, the Fund pays monthly
distributions to shareholders at an annual minimum fixed rate of 7% based on the Fund’s average monthly net asset value per share over the prior 12 months. The monthly distributions may be sourced from income, paid-in capital, and/or capital
gains, if any. To the extent that sufficient investment income is not available on a monthly basis, the Fund may distribute paid-in capital and/ or capital gains, if any, in order to maintain its managed distribution level.
Distributions to shareholders from net investment income and
net realized gains, if any, are recorded on the ex-dividend date. Such distributions are determined in accordance with income tax regulations and may differ from U.S. generally accepted accounting principles. Dividend sources are estimated at the
time of declaration. The tax character of distributions is determined as of the Fund’s fiscal year end. Therefore, a portion of the Fund’s distributions made prior to the Fund’s fiscal year end may be categorized as a tax return of
capital at year end. Federal and other taxes
The Fund intends to continue to qualify as a regulated investment company by
distributing substantially all of its investment company taxable income and any net realized capital gains (after reduction for capital loss carryforwards) sufficient to relieve it from all, or substantially all, federal income taxes. Accordingly,
no provision for federal income taxes was required. The
Fund’s income and federal excise tax returns and all financial records supporting those returns for the prior three fiscal years are subject to examination by the federal and Delaware revenue authorities. Management has analyzed the Fund's tax
positions taken on federal, state, and foreign tax returns, as applicable, for all open tax years and does not believe that there are any uncertain tax positions that require recognition of a tax liability.
As of February 28, 2023, the aggregate cost of all investments
for federal income tax purposes was $128,047,049 and the unrealized gains (losses) consisted of:
Gross
unrealized gains
$12,835,982
Gross
unrealized losses
(7,527,403)
Net
unrealized gains
$
5,308,579 As of August 31, 2022, the Fund had capital loss carryforwards
which consisted of $208,078 in short-term capital losses.
3. FAIR VALUATION MEASUREMENTS
Fair value measurements of investments are determined within a
framework that has established a fair value hierarchy based upon the various data inputs utilized in determining the value of the Fund’s investments. The three-level hierarchy gives the highest priority to unadjusted quoted prices in active
markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The Fund’s investments are classified within the fair value hierarchy based on the lowest level of input that is significant to the
fair value measurement. The inputs are summarized into three broad levels as follows:
■
Level 1 – quoted prices
in active markets for identical securities
■
Level 2 – other
significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.)
■
Level 3
– significant unobservable inputs (including the Fund’s own assumptions in determining the fair value of investments) The inputs or methodologies used for valuing investments in
securities are not necessarily an indication of the risk associated with investing in those securities.
Allspring Utilities and High Income
Fund | 27
Notes to financial statements
(unaudited)
The following is a summary of the inputs used in valuing the
Fund’s assets and liabilities as of February 28, 2023:
Quoted
prices
(Level 1) Other
significant
observable inputs
(Level 2) Significant
unobservable inputs
(Level 3) Total
Assets
Investments
in:
Common
stocks
Energy
$
153,938
$
0
$
0
$
153,938
Financials
53,571
0
0
53,571
Utilities
87,401,298
0
0
87,401,298
Corporate
bonds and notes
0
38,132,501
0
38,132,501
Loans
0
2,247,337
504,867
2,752,204
Rights
Communication
services
0
0
0
0
Yankee
corporate bonds and notes
0
3,682,945
0
3,682,945
Short-term
investments
Investment
companies
1,179,171
0
0
1,179,171
Total
assets
$88,787,978
$44,062,783
$504,867
$133,355,628
Additional sector, industry or
geographic detail, if any, is included in the Portfolio of Investments.
For the six months ended February 28, 2023, the Fund did not
have any transfers into/out of Level 3. 4. TRANSACTIONS
WITH AFFILIATES Advisory fee
Allspring Funds Management, a wholly owned subsidiary of Allspring Global
Investments Holdings, LLC, a holding company indirectly owned by certain private funds of GTCR LLC and Reverence Capital Partners, L.P., is the adviser to the Fund and is entitled to receive a fee at an annual rate of 0.50% of the Fund’s
average daily total assets. Total assets consist of the net assets of the Fund plus borrowings or other leverage for investment purposes to the extent excluded in calculating net assets.
Allspring Funds Management has retained the services of a
subadviser to provide daily portfolio management to the Fund. The fee for subadvisory services is borne by Allspring Funds Management. Allspring Global Investments, LLC, an affiliate of Allspring Funds Management and a wholly owned subsidiary of
Allspring Global Investments Holdings, LLC, is the subadviser to the Fund and is entitled to receive a fee from Allspring Funds Management at an annual rate of 0.40% of the Fund’s average daily total assets.
Administration fee
Allspring Funds Management also serves as the administrator to the Fund,
providing the Fund with a wide range of administrative services necessary to the operation of the Fund. Allspring Funds Management is entitled to receive an annual administration fee from the Fund equal to 0.05% of the Fund’s average daily
total assets. Interfund transactions
The Fund may purchase or sell portfolio investment securities to certain
affiliates pursuant to Rule 17a-7 under the 1940 Act and under procedures adopted by the Board of Trustees. The procedures have been designed to ensure that these interfund transactions, which do not incur broker commissions, are effected at current
market prices. 5. CAPITAL SHARE TRANSACTIONS
The Fund has authorized an unlimited number of shares with no
par value. For the six months ended February 28, 2023 and year ended August 31, 2022, the Fund issued 0 and 8,014 shares, respectively.
Under an open-market share repurchase program (the
“Buyback Program”), the Fund is authorized to repurchase up to 5% of its outstanding shares in open market transactions. The Fund’s Board of Trustees has delegated to Allspring Funds Management full discretion to administer the
Buyback Program including the determination of the amount and timing of repurchases in accordance with the best interests of the Fund and subject to applicable legal limitations. During the six months ended ended February 28, 2023, the Fund did not
repurchase any of its shares under the open-market share repurchase program.
28 | Allspring Utilities and High Income
Fund
Notes to financial statements
(unaudited)
6. BORROWINGS
The Fund has borrowed $30,000,000 through a revolving credit
facility administered by a major financial institution (the “Facility”). The Facility has a commitment amount of up to $30,000,000. The Fund is charged interest at the 1 Month London Interbank Offered Rate (LIBOR) plus a spread and a
commitment fee based on the unutilized amount of the commitment amount. With the market-wide transition away from LIBOR, when the 1 Month LIBOR ceases to be published (currently through June 30, 2023), the interest rate will transition to a spread
over the secured overnight financing rate (SOFR) rather than a spread over LIBOR. The financial institution holds a security interest in all the assets of the Fund as collateral for the borrowing. Based on the nature of the terms of the Facility and
comparative market rates, the carrying amount of the borrowings at February 28, 2023 approximates its fair value. If measured at fair value, the borrowings would be categorized as a Level 2 under the fair value hierarchy.
During the six months ended February 28, 2023, the Fund had
average borrowings outstanding of $30,000,000 at an average interest rate of 4.50% (annualized) and recorded interest in the amount of $670,173, which represents 1.21% of its average daily net assets (annualized).
7. INVESTMENT PORTFOLIO TRANSACTIONS
Purchases and sales of investments, excluding U.S. government
obligations (if any) and short-term securities, for the six months ended February 28, 2023 were $13,602,466 and $13,635,390, respectively.
As of February 28, 2023, the Fund had unfunded loan commitments
of $258,731 with unrealized losses of $15,711. 8.
CONCENTRATION RISKS As of the end of the period, the Fund
concentrated its portfolio of investments in the utilities sector. A fund that invests a substantial portion of its assets in any sector may be more affected by changes in that sector than would be a fund whose investments are not heavily weighted
in any sector. 9. MARKET RISKS
On March 11, 2020, the World Health Organization announced that
it had made the assessment that coronavirus disease 2019 (“COVID-19”) is a pandemic. The impacts of COVID-19 are affecting the entire global economy, individual companies and investment products, the funds, and the market in general.
There is significant uncertainty around the extent and duration of business disruptions related to COVID-19 and the impacts may last for an extended period of time. COVID-19 has led to significant uncertainty and volatility in the financial
markets. 10. INDEMNIFICATION
Under the Fund's organizational documents, the officers and
Trustees have been granted certain indemnification rights against certain liabilities that may arise out of performance of their duties to the Fund. The Fund has entered into a separate agreement with each Trustee that converts indemnification
rights currently existing under the Fund’s organizational documents into contractual rights that cannot be changed in the future without the consent of the Trustee. Additionally, in the normal course of business, the Fund may enter into
contracts with service providers that contain a variety of indemnification clauses. The Fund’s maximum exposure under these arrangements is dependent on future claims that may be made against the Fund and, therefore, cannot be estimated.
11. SUBSEQUENT DISTRIBUTIONS
Under the managed distribution plan, the Fund declared the
following distributions to common shareholders:
Declaration
date
Record
date
Payable
date
Per
share amount
March 1, 2023
March 13, 2023
April 3, 2023
$0.07342
March 31, 2023
April 14, 2023
May 1, 2023
0.07292
These distributions are not
reflected in the accompanying financial statements.
Allspring Utilities and High Income
Fund | 29
Other information
(unaudited)
PROXY VOTING INFORMATION
A description of the policies and procedures used to determine
how to vote proxies relating to portfolio securities is available without charge, upon request, by calling 1-800-222-8222, visiting our website at allspringglobal.com, or
visiting the SEC website at sec.gov. Information regarding how the proxies related to portfolio securities were voted during the most recent 12-month period ended June 30 is available on the website at
allspringglobal.com or by visiting the SEC website at sec.gov.
ANNUAL MEETING OF SHAREHOLDERS
On December 5, 2022, an Annual Meeting of Shareholders for the
Fund was held to consider the following proposal. The results of the proposal are indicated below.
Proposal 1 – Election of
trustees:
Shares
voted “For”
Timothy
J. Penny
6,774,257
Shares
voted “Withhold”
316,756
Shares
voted “For”
James
G. Polisson
6,779,751
Shares
voted “Withhold”
311,262
Shares
voted “For”
Pamela
Wheelock
6,690,293
Shares
voted “Withhold”
400,720
QUARTERLY PORTFOLIO HOLDINGS
INFORMATION The Fund files its complete schedule of
portfolio holdings with the SEC for the first and third quarters of each fiscal year as an exhibit to its reports on Form N-PORT. Shareholders may view the filed Form N-PORT by visiting the SEC website at sec.gov.
DELAWARE STATUTORY TRUST ACT – CONTROL SHARE
ACQUISITIONS Because the Fund is organized as a Delaware
statutory trust, it is subject to the control share acquisition statute (the “Control Share Statute”) contained in Subchapter III of the Delaware Statutory Trust Act (the “DSTA”), which became automatically applicable to
listed closed-end funds, such as the Fund, upon its effective date of August 1, 2022 (the “Effective Date”).
The Control Share Statute provides for a series of voting power
thresholds above which shares are considered control shares. The first such threshold is 10% or more, but less than 15%, of all voting power. Voting power is defined by the Control Share Statute as the power to directly or indirectly exercise or
direct the exercise of the voting power of Fund shares in the election of trustees. Whether a voting power threshold is met is determined by aggregating the holdings of the acquirer as well as those of its “associates,” as defined by the
Control Share Statute. Once a threshold is reached, an
acquirer has no voting rights under the DSTA or the governing documents of the Fund with respect to shares acquired in excess of that threshold (i.e., the “control shares”) unless approved by shareholders or exempted by the Fund’s
Board of Trustees. Approval by shareholders requires the affirmative vote of two-thirds of all votes entitled to be cast on the matter, excluding shares held by the acquirer and its associates as well as shares held by certain insiders of the Fund.
The Control Share Statute provides procedures for an acquirer to request a shareholder meeting for the purpose of considering whether voting rights shall be accorded to control shares. Further approval by the Fund’s shareholders would be
required with respect to additional acquisitions of control shares above the next applicable threshold level. In addition, the Fund’s Board of Trustees is permitted, but not obligated, to exempt specific acquisitions or classes of acquisitions
of control shares, either in advance or retroactively.
The Control Share Statute does not retroactively apply to
acquisitions of shares that occurred prior to the Effective Date. However, such shares will be aggregated with any shares acquired after the Effective Date for purposes of determining whether a voting power threshold is exceeded, resulting in the
newly acquired shares constituting control shares. The
Control Share Statute requires shareholders to disclose to the Fund any control share acquisition within 10 days of such acquisition and, upon request, to provide any information that the Fund’s Board of Trustees reasonably believes is
necessary or desirable to determine whether a control share acquisition has occurred.
The foregoing is only a summary of certain aspects of the
Control Share Statute. Shareholders should consult their own legal counsel to determine the application of the Control Share Statute with respect to their shares of the Fund and any subsequent acquisitions of shares.
30 | Allspring Utilities and High Income
Fund
Other information
(unaudited)
BOARD OF TRUSTEES AND OFFICERS
The following table provides basic information about the Board
of Trustees (the “Trustees”) and Officers of the Fund. Each of the Trustees and Officers listed below acts in identical capacities for each fund in the Allspring family of funds, which consists of 127 mutual funds comprising the
Allspring Funds Trust, Allspring Variable Trust, Allspring Master Trust, and four closed-end funds, including the Fund (collectively the “Fund Complex”). The mailing address of each Trustee and Officer is 1415 Vantage Park Drive, 3rd
Floor, Charlotte, NC 28203. The Board of Trustees is classified into three classes of which one is elected annually. Each Trustee serves a three-year term concurrent with the class from which the Trustee is elected. Each Officer serves an indefinite
term. Independent Trustees
Allspring Utilities and High Income
Fund | 31
Other information
(unaudited)
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
II - Non-Interested Trustees to serve until 2024 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. 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 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
Class
III - Non-Interested Trustees to serve until 2025 Annual Meeting of Shareholders
Timothy
J. Penny
(Born 1951) Trustee,
since 1996;
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 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
* Length of service dates reflect the
Trustee’s commencement of service with the Trust’s predecessor entities, where applicable.
32 | Allspring Utilities and High Income
Fund
Other information
(unaudited)
Officers1
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
Fund Complex) Senior
Vice President of Allspring Funds Management, LLC since 2009. Senior Vice President of Evergreen Investment Management Company, LLC from 2008 to 2010 and head of the Fund Reporting and Control Team within Fund Administration from 2005 to 2010.
Christopher
Baker
(Born 1976) Chief
Compliance Officer, since 2022
Global
Chief Compliance Officer for Allspring Global Investments since 2022. Prior thereto, Chief Compliance Officer for State Street Global Advisors from 2018 to 2021. Senior Compliance Officer for the State Street divisions of Alternative Investment
Solutions, Sector Solutions, and Global Marketing from 2015 to 2018. From 2010 to 2015 Vice President, Global Head of Investment and Marketing Compliance for State Street Global Advisors.
Matthew
Prasse
(Born 1983) Chief
Legal Officer, since 2022; Secretary, since 2021
Senior
Counsel of the Allspring Legal Department since 2021. Senior Counsel of the Wells Fargo Legal Department from 2018 to 2021. Previously, Counsel for Barings LLC from 2015 to 2018. Prior to joining Barings, Associate at Morgan, Lewis & Bockius
LLP from 2008 to 2015. 1 For those Officers with tenures at Allspring Global Investments and/or Allspring Funds Management, LLC that began prior to
2021, such tenures include years of service during which these businesses/entities were known as Wells Fargo Asset Management and Wells Fargo Funds Management, LLC, respectively.
Allspring Utilities and High Income
Fund | 33
Automatic dividend reinvestment
plan
AUTOMATIC DIVIDEND REINVESTMENT PLAN
All common shareholders are eligible to participate in the
Automatic Dividend Reinvestment Plan (“the Plan”). Pursuant to the Plan, unless a common shareholder is ineligible or elects otherwise, all cash dividends and capital gains distributions are automatically reinvested by Computershare
Trust Company, N.A., as agent for shareholders in administering the Plan (“Plan Agent”), in additional common shares of the Fund. Whenever the Fund declares an ordinary income dividend or a capital gain dividend (collectively referred to
as “dividends”) payable either in shares or in cash, nonparticipants in the Plan will receive cash, and participants in the Plan will receive the equivalent in common shares. The shares are acquired by the Plan Agent for the
participant’s account, depending upon the circumstances described below, either (i) through receipt of additional unissued but authorized common shares from the Fund (“newly issued common shares”) or (ii) by purchase of outstanding
common shares on the open-market (open-market purchases) on the NYSE Amex or elsewhere. If, on the payment date for any dividend or distribution, the net asset value per share of the common shares is equal to or less than the market price per common
share plus estimated brokerage commissions (“market premium”), the Plan Agent will invest the amount of such dividend or distribution in newly issued shares on behalf of the participant. The number of newly issued common shares to be
credited to the participant’s account will be determined by dividing the dollar amount of the dividend by the net asset value per share on the date the shares are issued, provided that the maximum discount from the then current market price
per share on the date of issuance may not exceed 5%. If on the dividend payment date the net asset value per share is greater than the market value (“market discount”), the Plan Agent will invest the dividend amount in shares acquired on
behalf of the participant in open-market purchases. There will be no brokerage charges with respect to shares issued directly by the Fund as a result of dividends or capital gains distributions payable either in shares or in cash. However, each
participant will pay a pro rata share of brokerage commissions incurred with respect to the Plan Agent’s open-market purchases in connection with the reinvestment of dividends. The automatic reinvestment of dividends and distributions will not
relieve participants of any federal, state or local income tax that may be payable (or required to be withheld) on such dividends. All correspondence concerning the Plan should be directed to the Plan Agent at P.O. Box 505000, Louisville, Kentucky
40233 or by calling 1-800-730-6001.
34 | Allspring Utilities and High Income
Fund
Transfer Agent, Registrar, Shareholder Servicing
Agent
& Dividend Disbursing AgentComputershare Trust
Company, N.A.
P.O. Box 505000
Louisville, Kentucky 40233
1-800-730-6001Website:
allspringglobal.com
Allspring Global
InvestmentsTM is the trade name for the asset management firms of Allspring Global Investments Holdings, LLC, a holding company indirectly owned by certain private funds of GTCR
LLC and Reverence Capital Partners, L.P. These firms include but are not limited to Allspring Global Investments, LLC, and Allspring Funds Management, LLC. Certain products managed by Allspring entities are distributed by Allspring Funds
Distributor, LLC (a broker-dealer and Member FINRA/SIPC).
This material is for general informational and educational
purposes only and is NOT intended to provide investment advice or a recommendation of any kind - including a recommendation for any specific investment, strategy, or plan.
© 2023 Allspring Global Investments Holdings, LLC. All
rights reserved. ALL-03102023-ckpmeg2b 04-23
SARERH 02-23
ITEM 2. CODE OF ETHICS
=======================
Not applicable.
ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT
=========================================
Not applicable.
ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES
===============================================
Not applicable.
ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS
==============================================
Not applicable.
ITEM 6. INVESTMENTS
====================
A Portfolio of Investments for Allspring Utilities and High Income Fund is included as part of the report to shareholders filed under Item 1 of this Form.
ITEM 7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES
===============================================================
Not applicable.
ITEM 8. PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES
=============================================================================
Not applicable.
ITEM 9. PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMEENT INVESTMENT COMPANY AND AFFILIATED PURCHASERS
=============================================================================
| Period |
(a) Total Number of Shares Purchased |
(b) Average Price Paid per Share |
(c) Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs |
(d) Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs |
||||||||||||
| 9/1/2022 to 9/30/2022 |
0 | 0.00 | 0 | 928,809 | ||||||||||||
| 10/1/2022 to 10/31/22 |
0 | 0.00 | 0 | 928,809 | ||||||||||||
| 11/1/2022 to 11/30/2022 |
0 | 0.00 | 0 | 928,809 | ||||||||||||
| 12/1/2022 to 12/31/2022 |
0 | 0.00 | 0 | 928,809 | ||||||||||||
| 1/1/2023 to 1/31/2023 |
0 | 0.00 | 0 | 928,809 | ||||||||||||
| 2/1/2023 to 2/28/2023 |
0 | 0.00 | 0 | 928,809 | ||||||||||||
| Total |
0 | 0.00 | 0 | 928,809 | ||||||||||||
On November 16, 2022, 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, 2023 and ending on December 31, 2023. The Fund’s Board of Trustees has delegated to Allspring Funds Management, LLC, the Fund’s adviser, discretion to administer the Buyback Program, including the determination of the amount and timing of repurchases in accordance with the best interests of the Fund and subject to applicable legal limitations.
ITEM 10. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
============================================================
There have been no material changes to the procedures by which shareholders may recommend nominees to the registrant’s Board of Trustees that have been implemented since the registrant’s last provided disclosure in response to the requirements of this Item.
ITEM 11. CONTROLS AND PROCEDURES
=================================
(a) The President and Treasurer have concluded that the Allspring Utilities and High Income Fund disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) provide reasonable assurances that material information relating to the registrant is made known to them by the appropriate persons, based on their evaluation of these controls and procedures as of a date within 90 days of the filing of this report.
(b) There were no significant changes in the registrant’s internal 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)(1) Not applicable.
(a)(2) Certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
(b) Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Allspring Utilities and High Income Fund | ||
| By: | /s/ Andrew Owen | |
| Andrew Owen | ||
| President | ||
| Date: | April 26, 2023 | |
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the date indicated.
| Allspring Utilities and High Income Fund | ||
| By: | /s/ Andrew Owen | |
| Andrew Owen | ||
| President | ||
| Date: | April 26, 2023 | |
| By: | /s/ Jeremy DePalma | |
| Jeremy DePalma | ||
| Treasurer | ||
| Date: April 26, 2023 | ||
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