PLACEMENT AGENCY AGREEMENT
This AMENDED AND RESTATED PLACEMENT AGENCY AGREEMENT (this “Agreement”) is made as of November 1, 2021, as amended and restated as of December 6, 2021, by and between Allspring Master Trust, a Delaware statutory trust (the “Trust”) on behalf of each series of the Trust now or hereafter identified on Schedule I (each, a “Portfolio” and collectively, the “Portfolios”), and Allspring Funds Distributor, LLC, a Delaware limited liability company (the “Placement Agent”). Absent written notification to the contrary by either the Trust or the Placement Agent, each new investment portfolio established in the future shall automatically become a “Portfolio” for all purposes hereunder and shares of beneficial interest established in the future shall automatically become “Shares” for all purposes hereunder as if set forth on Schedule I.
WHEREAS, this Placement Agency Agreement amends and replaces the agreement dated November 1, 2021 previously entered into by and between the parties;
WHEREAS, the Trust is registered with the Securities and Exchange Commission (the “SEC”) as an open-end management investment company under the Investment Company Act of 1940, as amended (the “1940 Act”);
WHEREAS, the Trust desires to retain the Placement Agent as the exclusive placement agent of the units of beneficial interest (“Shares”) of the Portfolios, and the Placement Agent is willing to render such services; and
WHEREAS, the Placement Agent is registered as a broker-dealer under the Securities Exchange Act of 1934, as amended (the “1934 Act”) and is a member of the Financial Industry Regulatory Authority (“FINRA”).
NOW THEREFORE, in consideration of the promises and mutual covenants herein contained, it is agreed between the parties hereto as follows:
1. Services as Placement Agent.
1.1.
The Placement Agent will act as agent for the private placement of Shares in accordance with any instructions of the Trust’s Board of Trustees (“Board”) and with the Trust’s registration statement then in effect under the 1940 Act, and will transmit promptly any orders properly received by it for the purchase or redemption of Shares to the Trust or the transfer and dividend disbursing agent for the Trust of which the Trust has notified the Placement Agent in writing, or their designated agents. As used in this Agreement, the term “registration statement” shall mean any registration statement, specifically including, among other items, any then-current Part A/prospectus together with any related then-current Part B/statement of additional information, filed with the SEC with respect to the Portfolios, and any amendments and supplements thereto which at any time shall have been filed.
1.2.
The Placement Agent agrees to use appropriate efforts, consistent with privately placing the Shares in transactions that do not involve a public offering of such
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Shares, to offer and sell Shares at the applicable offering price which is the net asset value next determined after an order is received. The Trust understands that the Placement Agent is and may in the future be the placement agent of shares of other investment company portfolios including portfolios having investment objectives similar to those of the Portfolios. The Trust further understands that existing and future investors in the Portfolios may invest in shares of such other portfolios. The Trust agrees that the Placement Agent’s duties to such portfolios shall not be deemed in conflict with its duties to the Trust under this paragraph 1.2.
1.3.
In acting as placement agent under this Agreement, the Placement Agent shall not make any offer or sale of Shares in a manner that would require the offer or sale of the Shares to be registered under the Securities Act of 1933, as amended (the “1933 Act”). The Placement Agent shall, at its own expense, finance such activities as it deems reasonable and which are primarily intended to result in the sale of Shares, including, but not limited to, advertising, compensation of underwriters, dealers and sales personnel, the printing and mailing of Parts A/prospectuses to other than current interestholders, and the printing and mailing of sales literature. The Placement Agent shall be responsible for reviewing and providing advice on all sales literature (e.g., advertisements, brochures and interestholder communications) with respect to each of the Portfolios, and shall file with FINRA or the appropriate regulators all such materials as are required to be filed under applicable laws and regulations in compliance with such laws and regulations. In addition, the Placement Agent will provide sufficient personnel, during normal business hours, reasonably necessary to respond to telephone questions with respect to the Portfolios.
1.4.
In connection with all matters relating to this Agreement, the Placement Agent agrees to comply with all applicable laws, rules and regulations, including, without limitation, all rules and regulations made or adopted pursuant to the 1933 Act, the 1934 Act, the 1940 Act, the regulations of FINRA and all other applicable federal and state laws, rules and regulations.
1.5.
Whenever in their judgment such action is warranted by unusual market, economic or political conditions, or by other circumstances of any kind, the Trust’s officers may decline to accept any orders for, or make any sales of Shares until such time as those officers deem it advisable to accept such orders and to make such sales.
1.6.
The Trust shall furnish from time to time, for use in connection with the sale of Shares, such information with respect to the Portfolios and Shares as the Placement Agent may reasonably request and the Trust warrants that the statements contained in any such information shall fairly show or represent what they purport to show or represent. The Trust shall also furnish the Placement Agent upon request with: (a) audited annual and unaudited semi-annual statements of the Trust’s books and accounts with respect to each Portfolio, and (b) from time to time such additional information regarding the Portfolios’ financial condition as the Placement Agent may reasonably request.
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1.7.
The Placement Agent shall prepare reports for the Board regarding its activities under this Agreement as from time to time shall be reasonably requested by the Board.
1.8.
The Placement Agent may, at its own cost and expense, appoint or employ agents to assist in carrying out its obligations under this Agreement, but no such appointment or employment shall relieve the Placement Agent of its responsibilities or obligations to the Trust under this Agreement.
2. Representations.
2.1.
The Trust represents to the Placement Agent that all registration statements filed by the Trust with the SEC under the 1940 Act, with respect to Shares have been prepared in conformity with the requirements of the 1940 Act and rules and regulations of the SEC thereunder.
2.2.
The Trust represents and warrants to the Placement Agent that any registration statement, when such registration statement becomes effective, will contain all statements required to be stated therein in conformity with the 1940 Act and the rules and regulations of the SEC; that all statements of fact contained in any such registration statement will be true and correct when such registration statement becomes effective; and that no registration statement, when such registration statement becomes effective, will include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading to a purchaser of Shares. The Trust authorizes the Placement Agent to use any Part A/prospectus or Part B/statement of additional information in the form furnished from time to time in connection with the sale of Shares and represented by the Trust as being the then-current form of Part A/prospectus or then-current form of Part B/statement of additional information.
3. Indemnification.
3.1.
The Trust agrees to indemnify, defend and hold the Placement Agent, its several officers and directors, and any person who controls the Placement Agent within the meaning of Section 15 of the 1933 Act harmless from and against any and all claims, demands, liabilities and expenses (including the cost of investigating or defending such claims, demands or liabilities and any counsel fees incurred in connection therewith) which the Placement Agent, its officers and directors, or any such controlling person, may incur under the 1933 Act or under common law or otherwise, arising out of or based upon any untrue statement, or alleged untrue statement, of a material fact contained in any registration statement or arising out of or based upon any omission, or alleged omission, to state a material fact required to be stated in any registration statement or necessary to make any statement in such documents not misleading; provided, however, that the Trust’s agreement to indemnify the Placement Agent, its officers and directors, and any such controlling person shall not be deemed to cover any claims, demands, liabilities or expenses arising out of any untrue statement or alleged untrue statement or omission or alleged omission made in any registration statement or in any financial or
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other statements in reliance upon and in conformity with any information furnished to the Trust by the Placement Agent or any affiliate thereof and used in the preparation thereof; and further provided that the Trust’s agreement to indemnify the Placement Agent, its officers and directors, and any such controlling person shall not be deemed to cover any liability to the Trust or its interestholders to which the Placement Agent, its officers and directors, or any such controlling person would otherwise be subject by reason of willful misfeasance, bad faith or negligence in the performance of the Placement Agent’s, its officer’s or director’s, or any such controlling person’s duties, or by reason of the Placement Agent’s, its officer’s or director’s, or any such controlling person’s reckless disregard of its obligations and duties under this Agreement.
3.2.
The Placement Agent agrees to indemnify, defend and hold the Trust, its several officers and Trustees, and any person who controls the Trust within the meaning of Section 15 of the 1933 Act harmless from and against any and all claims, demands, liabilities and expenses (including the costs of investigation or defending such claims, demands or liabilities and any counsel fees incurred in connection therewith) which the Trust, its officers or Trustees or any such controlling person, may incur under the 1933 Act or under common law or otherwise, but only to the extent that such liability or expense incurred by the Trust, its officers or Trustees, or such controlling person resulting from such claims or demands, shall arise out of or be based upon (a) any untrue, or alleged untrue, statement of a material fact contained in information furnished by the Placement Agent or any affiliate thereof to the Trust or its counsel and used in the Trust’s registration statement, or shall arise out of or be based upon any omission, or alleged omission, to state a material fact in connection with such information furnished by the Placement Agent or any affiliate thereof to the Trust or its counsel required to be stated in such answers or necessary to make such information not misleading or (b) any alleged willful misfeasance, bad faith or negligence in the performance of the Placement Agent’s obligations and duties under the Agreement or by reason of its alleged reckless disregard thereof.
4. Confidentiality.
The Placement Agent agrees on behalf of itself and its employees to treat confidentially and as proprietary information of the Trust all records and other information relative to the Portfolios and/or the Trust and its prior, present or potential interestholders, and not to use such records and information for any purpose other than performance of its responsibilities and duties hereunder, except when so requested by the Trust or after prior notification to and approval in writing by the Trust, which approval shall not be unreasonably withheld and may not be withheld where the Placement Agent may be exposed to civil or criminal contempt proceedings for failure to comply, when requested to divulge such information by duly constituted authorities.
In accordance with Regulation S-P, the Placement Agent and its affiliates will not disclose any non-public personal information, as defined in Regulation S-P, received from the Trust or any Portfolio regarding any interestholder; provided, however, that the Placement Agent and its affiliates may disclose such information to any party as necessary in the ordinary course of business to carry out the purposes for which such information was disclosed to the Placement
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Agent and its affiliates, or as may be permitted by law. The Placement Agent agrees to use reasonable precautions to protect and prevent the unintentional disclosure of such non-public personal information.
5. Anti-Money Laundering Program.
The Placement Agent represents and warrants that it (a) has adopted an anti-money laundering compliance program (“AML Program”) that satisfies the requirements of all applicable laws and regulations; and (b) will notify the Trust promptly if an inspection by the appropriate regulatory authorities of its AML Program identifies any material deficiency, and will promptly remedy any material deficiency of which it learns.
6. Limitations of Liability.
Except as provided in paragraph 3.2, the Placement Agent shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Trust or any Portfolio in connection with matters to which this Agreement relates, except a loss resulting from willful misfeasance, bad faith or negligence on its part in the performance of its duties or from reckless disregard of its obligations and duties under this Agreement.
7. Term.
This Agreement shall become effective on the date of its execution and, unless sooner terminated as provided herein, shall continue in effect for a period of two years from the date written above. This Agreement shall thereafter continue from year to year, provided such continuance is specifically approved at least annually by (i) the Board, or (ii) a vote of a majority (as defined in the 1940 Act) of the outstanding voting securities of the Portfolio, provided that in either event the continuance is also approved by the majority of the members of the Board who are not parties to this Agreement or interested persons (as defined in the 1940 Act) of any such party, by vote cast in person at a meeting called for the purpose of voting on such approval. This Agreement is not assignable and is terminable with respect to a Portfolio, without penalty, on not less than sixty (60) days’ written notice, by the Board, by vote of a majority (as defined in the 1940 Act) of the outstanding voting securities of such Portfolio, or by the Placement Agent. This Agreement will also terminate automatically in the event of its assignment (as defined in the 1940 Act).
8.
Release.
The names “Allspring Master Trust” and “Trustees of Allspring Master Trust” refer respectively to the Trust created by the Declaration of Trust and the Trustees as Trustees but not individually or personally. All parties hereto acknowledge and agree that any and all liabilities of the Trust arising, directly or indirectly, under this Agreement will be satisfied solely out of the assets of the Trust and that no Trustee, officer or interestholder shall be personally liable for any such liabilities. All persons dealing with any Portfolio of the Trust must look solely to the property belonging to such Portfolio for the enforcement of any claims against the Trust.
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9.
Miscellaneous.
9.1.
No provision of this Agreement may be changed, waived, discharged or terminated orally, but only by an instrument in writing signed by the party against which an enforcement of the change, waiver, discharge or termination is sought.
9.2.
This Agreement shall be governed by the laws of the State of Delaware.
10.
Notices.
Each party giving or making any notice, request, demand or other communication (each, a “Notice”) pursuant to this Agreement must give the Notice in writing and use one of the following methods of delivery: personal delivery, U.S. mail, internationally recognized overnight courier (with all fees prepaid), facsimile or e-mail. Any party giving a Notice shall address the Notice to the appropriate Person at the receiving party at the address listed below or to another address as designated by a party in a Notice pursuant to this Clause:
If to the Trust:
000 Xxxxxx Xxxxxx, 00xx Xxxxx
San Francisco, California 94105
If to the Placement Agent:
000 Xxxxxx Xxxxxx, 00xx Xxxxx
San Francisco, California 94105
11. Questions of Interpretation.
Any question of interpretation of any term or provision of this Agreement having a counterpart in or otherwise derived from a term or provision of the 1940 Act shall be resolved by reference to such terms or provision of the 1940 Act and to interpretations thereof, if any, by the United States Courts or in the absence of any controlling decision of any such court, by rules, regulations or orders of the SEC, interpretations of the SEC or its staff, or SEC staff no-action letters, issued pursuant to the 1940 Act. In addition, where the effect of a requirement of the 1940 Act reflected in any provision of this Agreement is modified or interpreted by any applicable order or orders of the SEC or any rules or regulations adopted by, or interpretative releases of, the SEC thereunder, such provision will be deemed to incorporate the effect of such order, rule, regulation or interpretive release. The duties and obligations of the parties under this Agreement shall be governed by and construed in accordance with the laws of the State of Delaware to the extent that state law is not preempted by the provisions of any law of the United States heretofore or hereafter enacted.
12.
Counterparts.
This Agreement may be executed in any manner of counterparts, each of which shall be deemed an original.
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IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed by their officers designated below as of the day and year first above written.
on behalf of the Portfolios
By:
Name: Xxxxxxx Xxxxxx
Title: Secretary
ALLSPRING FUNDS DISTRIBUTOR, LLC
By:
Name: Xxxxxxx Xxxxxxx
Title: Secretary
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Schedule I
Master Trust Portfolios
Allspring Core Bond Portfolio
Allspring Disciplined International Developed Markets Portfolio
Allspring Disciplined Large Cap Portfolio
Allspring Diversified Large Cap Growth Portfolio
Allspring Emerging Growth Portfolio1
Allspring Large Cap Value Portfolio
Allspring Large Company Value Portfolio
Allspring Macro Strategies Portfolio
Allspring Managed Fixed Income Portfolio
Allspring Real Return Portfolio
Allspring Small Company Growth Portfolio
Allspring Small Company Value Portfolio
Schedule I Amended: May 29, 2024
1 On May 29, 2024, the Board of Trustees of Allspring Master Trust approved the liquidation and termination of the Allspring Emerging Growth Portfolio effective on or about September 13, 2024.
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