UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~September~~December 3031, 2023

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period ~~from____________to____________________~~from to

Commission File Number: 000-56432

Wellings Real Estate Income Fund

(Exact name of registrant as specified in its charter)

Delaware

88-6163167

(State or Other Jurisdiction of
Incorporation or Organization)

(I.R.S. Employer

Identification No.)

14805 Forest Road, Suite 203

Forest, VA 24551

(Address of principal executive offices) (Zip Code)

800-844-2188

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

None

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☐
		Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

Wellings Real Estate Income Fund

INDEX

PART I FINANCIAL INFORMATION		1
Item 1.	Financial Statements	1
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	1315
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	2023
Item 4.	Controls and Procedures	2023
PART II OTHER INFORMATION		21
Item 1.	Legal Proceedings	2124
Item 1A.	Risk Factors	2124
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	2124
Item 3.	Defaults Upon Senior Securities	2124
Item 4.	Mine Safety Disclosures	2124
Item 5.	Other Information	2124
Item 6.	Exhibits	2225

FORWARD-LOOKING STATEMENTS

This report, including, without limitation, statements under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” contains forward-looking statements that involve substantial known and unknown risks, uncertainties and other factors. Undue reliance should not be placed on such statements. These forward-looking statements are not historical facts, but rather are based on current expectations, estimates and projections about Wellings Real Estate Income Fund (the “Fund”), current and prospective portfolio investments, industry, beliefs and the Fund’s assumptions. Words such as “anticipates,” “expects,” “intends,” “plans,” “will,” “may,” “continue,” “believes,” “seeks,” “estimates,” “would,” “could,” “should,” “targets,” “projects,” and variations of these words and similar expressions are intended to identify forward-looking statements. These statements are not guarantees of future performance and are subject to risks, uncertainties and other factors, some of which are beyond the Fund’s control and difficult to predict and could cause actual results to differ materially from those expressed or forecasted in the forward-looking statements, including:

●

business prospects and the prospects of the Fund’s portfolio companies;

●

changes in political, economic or industry conditions, the interest rate environment or conditions affecting the financial and capital markets;

●

the ability of the Investment Adviser to locate suitable investments for the Fund and to monitor and administer the Fund’s investments;

●

the ability of the Investment Adviser and its affiliates to attract and retain highly talented professionals;

●

risk associated with possible disruptions in the Fund’s operations or the economy generally;

●

the timing of cash flows, if any, from the operations of the companies in which the Fund invests;

●

the ability of the companies in which the Fund invests to achieve their objectives;

●

the dependence of the Fund’s future success on the general economy and its effect on the industries in which the Fund invests;

●

the use of borrowed money to finance a portion of the Fund’s investments;

●

the adequacy, availability and pricing of the Fund’s financing sources and working capital;

●

actual or potential conflicts of interest with the Investment Adviser and its affiliates;

●

contractual arrangements and relationships with third parties;

●

the economic downturn, interest rate volatility, loss of key personnel, and the illiquid nature of investments; and

●

the risks, uncertainties and other factors identified under “Item 1A. Risk Factors” and elsewhere in this Report.

Although the Fund believes that the assumptions on which these forward-looking statements are reasonable, any of the assumptions could prove to be inaccurate, and as a result, the forward-looking statements based on those assumptions also could be inaccurate. New risks and uncertainties emerge from time to time, and it is not possible for the Fund to predict all risks and uncertainties, nor can the Fund assess the impact of all factors on the Fund’s business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. In light of these and other uncertainties, the inclusion of a projection or forward-looking statement in this Report should not be regarded as a representation that the Fund’s plans and objectives will be achieved. These risks and uncertainties include those described or identified in the section entitled “Item 1A. Risk Factors” and elsewhere in this Report. You should not place undue reliance on these forward-looking statements, which apply only as of the date of this Report. Moreover, the Fund assumes no duty and does not undertake to update the forward-looking statements.

PART I

FINANCIAL INFORMATION

Item 1. Financial Statements

WELLINGS REAL ESTATE INCOME FUND

STATEMENTS OF ASSETS AND LIABILITIES

	September 30, 2023		March 31,
	December 31, 2023		March 31,
	(unaudited)		2023
ASSETS
Non-Control/Non-Affiliate Investments, at fair value (cost $11,500,000 and $9,500,000, respectively)	$	11,~~574~~812,~~000~~418	$	9,574,000
Non-Control/Affiliate Investments, at fair value (cost $11,833,859 and $9,450,000, respectively)		12,159,750		9,602,850
Non-Control/Affiliate Investments, at fair value (cost $13,366,959 and $9,450,000, respectively)		13,665,450		9,602,850
Control Investments, at fair value (cost $14,409,440 and $5,500,000, respectively)		14,467,440		5,500,000
Control Investments, at fair value (cost $17,588,107 and $5,500,000, respectively)		17,646,107		5,500,000
Short-Term Investments, at fair value (cost $3,199,635 and $3,326,294, respectively)		3,199,635		3,326,294
Short-Term Investments, at fair value (cost $8,120,872 and $3,326,294, respectively)		8,120,872		3,326,294
Total Investments, at fair value (cost $40,942,934 and $27,776,294, respectively)		41,400,825		28,003,144
Total Investments, at fair value (cost $50,575,938 and $27,776,294, respectively)		51,244,847		28,003,144
Prepaid investment		3,100,000		-
Cash		-		45,000
Receivable from Adviser for reimbursement of organizational expense and offering costs		~~130~~92,~~844~~451		130,844
Deferred offering costs		-		36,606
Other assets		157,~~653~~826		-
TOTAL ASSETS		4451,~~647~~345,~~322~~124		28,215,594
LIABILITIES
Payable to Adviser		~~137~~92,~~450~~451		223,476
Incentive fee payable		91133,~~578~~782		45,370
Professional fees payable		~~154~~174,~~402~~083		110,441
Directors and officers expense payable		1835,~~000~~570		5,000
Distributions received in advance		~~680~~780,~~370~~353		-
Other payables		2981,~~592~~996		18,550
TOTAL LIABILITIES		1,~~111~~298,~~392~~235		402,837
TOTAL NET ASSETS	$	4350,~~535~~046,~~930~~889	$	27,812,757
COMMITMENTS AND CONTINGENCIES (NOTE 4)
NET ASSETS CONSIST OF:
Paid-in capital	$	4349,~~263~~171,~~392~~833	$	28,090,282
Accumulated distributable gain (loss)		~~272~~875,~~538~~056		(277,525	)
TOTAL NET ASSETS	$	4350,~~535~~046,~~930~~889	$	27,812,757
SHARES ISSUED AND OUTSTANDING (Unlimited number of Shares authorized)		4450,~~279~~759		28,339
NET ASSET VALUE PER SHARE	$	~~983~~985.2196	$	981.43

See accompanying notes to unaudited financial statements

WELLINGS REAL ESTATE INCOME FUND

SCHEDULE OF INVESTMENTS

AS OF ~~SEPTEMBER~~DECEMBER 3031, 2023

(UNAUDITED)

Initial

Geographic

Acquisition

Percent of

Portfolio Company/Type of Investment (1)

Industry

Region

Date

Cost

Fair Value

Net Assets %

Non-Control/Non-Affiliate Investments (2)

Parkview Financial Fund 2015, L.P. (3)(4)*

Common Equity, Limited Partner Interests

Multifamily

United States

12/2/2022

3,000,000

3,~~045~~001,~~000~~118

76.00

Post Bellaire Partners LLC (3)(4)

Common Equity, Membership Interests

Multifamily

United States

9/14/2022

537,593

549,500

1.2610

Post Las Colinas Heights Partners LLC (3)

Common Equity, Membership Interests

Multifamily

United States

3/1/2023

585,000

~~585~~617,~~000~~700

1.3423

Post Providence Partners LLC (3)(4)

Common Equity, Membership Interests

Multifamily

United States

9/14/2022

462,407

479,500

10.1096

Post Oak Forest Partners LLC (3)

Common Equity, Membership Interests

Multifamily

United States

3/1/2023

915,000

~~915~~954,~~000~~600

21.1090

Post TX I Partners LLC (3)(4)

Common Equity, Membership Interests

Multifamily

United States

8/29/2023

750,000

1.7250

Riparian Baltimore SFR Investors I LLC (3)*

Preferred Equity, Membership Interests

Single Family

United States

3/21/2023

5,000,000

5,~~000~~100,000

1110.4919

Common Equity, Membership Interests

Single Family

United States

3/21/2023

250,000

~~250~~360,000

0.5872

Total Non-Control/Non-Affiliate Investments

11,500,000

11,~~574~~812,~~000~~418

2623.5960

Non-Control/Affiliate Investments (2)

Great Escapes RV Fund IV, L.P. (3)*

Common Equity, Limited Partner Interests

Recreational Vehicle Parks

United States

7/1/2022

4,000,000

4,~~160~~047,~~950~~500

98.5609

Newark-Forest MHPS LLC (3)

Common Equity, Membership Interests

Manufactured Housing Community

United States

11/8/2022

640,000

650,500

1.4930

LBX Deptford Investors LLC (3)(4)

Common Equity, Membership Interests

Retail

United States

12/13/2022

750,000

770,000

1.7754

LBX Fashion Square Investors LLC (3)(4)

Common Equity, Membership Interests

Retail

United States

5/2/2023

750,000

775,900

1.7855

LBX Fair Oaks Investors LLC (3)(4)

Common Equity, Membership Interests

Retail

United States

5/2/2023

1,000,000

1,108,800

2.5521

LBX Manchester Investors LLC (3)(4)

Common Equity, Membership Interests

Retail

United States

5/1/2023

633,859

661,700

1.5232

LBX Mount Prospect Investors LLC (3)(4)

Common Equity, Membership Interests

Retail

United States

8/11/2022

760,000

740,000

1.7048

Post Sandstone Partners LLC (3)(4)

Common Equity, Membership Interests

Multifamily

United States

10/24/2022

700,000

735,000

1.6947

SCC Flint River Holdings, LP (3)(4)

Preferred Equity, Membership Interests

Multifamily

United States

12/15/2023

1,533,100

3.06

TC-BKM US Industrial Fund I, L.P. (3)(4)*

Common Equity, Limited Partner Interests

Light Industrial

United States

7/20/2022

2,600,000

2,~~556~~642,~~900~~950

5.8728

Total Non-Control/Affiliate Investments

1113,~~833~~366,~~859~~959

1213,~~159~~665,~~750~~450

27.9330

Control Investments (2)

Crystal View Capital Fund IV, L.P. (3)(4)(5)

Common Equity, Limited Partner Interests

Self Storage & Manufactured Housing Community

United States

11/30/2022

69,500,000

69,558,000

1519.0610

Fairbridge Credit LLC (3)(4)*

Preferred Equity

Multifamily

United States

8/21/2023

5,000,000

119.4999

Fairbridge Grand Hampton LLC (3)(4)*

Preferred Equity

Multifamily

United States

5/19/2023

23,~~909~~088,~~440~~107

6.6817

Total Control Investments

1417,~~409~~588,~~440~~107

1417,~~467~~646,~~440~~107

3335.2326

Short-Term Investments

Fidelity U.S. Government Money Market Portfolio Fund (6)

Institutional Class

United States

912/3031/2023

38,~~199~~120,~~635~~872

716.3523

Total Short-Term Investments

38,~~199~~120,~~635~~872

716.3523

Total Investments

4050,~~942~~575,~~934~~938

4151,~~400~~244,~~825~~847

95102.1039

Liabilities in Excess of Other Assets

2(1,~~135~~197,~~105~~958

)

4(2.9039

)

Net Assets

4350,~~535~~046,~~930~~889

100.00

(1) Unless otherwise indicated, issuers of investments held by the Fund are denominated in U.S. dollars and do not issue units or shares. All equity investments are non-income producing unless otherwise noted. Certain portfolio company investments are subject to contractual restrictions on sales. All of the Fund’'s investments are issued by eligible U.S. portfolio companies, as defined in the Investment Company Act of 1940, as amended, or the 1940 Act.

(2) Non-Control/Non-Affiliate Investments are investments that are neither Control Investments nor Affiliate Investments. Control Investments generally are defined by the 1940 Act, as investments in companies in which the Fund owns more than 25% of the company’'s capital and/or has the power to exercise control over the management or policies of the company. Affiliate Investments generally are defined by the 1940 Act as investments in companies in which the Fund owns between 5% and 25% of the company’'s capital.

(3) Investment is restricted as to resale. As of ~~September~~December 3031, 2023, the total cost and fair value of investments subject to restrictions on sales was $3742,~~743~~455,~~299~~066 and $3843,~~201~~123,~~190~~975, respectively, representing 8786.7517% of the Fund’'s net assets.

(4)

Income producing.

(5) AsIncluded in the above, as of ~~September~~December 3031, 2023, Crystal View Capital Fund IV, L.P. held ~~five~~eight real estate assets comprised of ~~AAA Storage,~~ Federal Storage, Mountain Vista Storage, Speedway Storage, Sales Road Storage, ~~and~~AAA ~~Speedway~~Storage, Discount Mini Storage, Alice’s Attic, and Fairfield Manor. The Fund’s proportionate share of the acquisition ~~amounts~~amount including allocations made to goodwill of ~~AAA~~the ~~Storage,~~assets ~~Federal Storage, Mountain Vista Storage, Sales Road Storage, and Speedway Storage~~ was approximately $1,~~010~~386,~~900~~637, $~~493~~447,~~600~~302, $1,~~530~~431,~~200~~367, $1,~~579~~431,~~500~~367, ~~and~~$916,075, $1827,~~579~~509,~~500~~ $2,008,387, $2,236,511, respectively.

(6) 5.2325% seven-day annualized yield as of ~~September~~December 3031, 2023.

* Investment represents more than 5% of the Fund’'s net assets. Nothing held at these underlying investments represent more than 5% of the Fund’'s net assets.

See accompanying notes to unaudited financial statements

WELLINGS REAL ESTATE INCOME FUND

SCHEDULE OF INVESTMENTS

AS OF MARCH 31, 2023

Initial

Portfolio Company/

Geographic

Acquisition

Percent of

Geographic

Acquisition

Percent of

Type of Investment (1)

Industry

Region

Date

Cost

Fair Value

Net Assets %

Portfolio Company/ Type of Investment (1)

Industry

Region

Date

Cost

Fair Value

Net Assets %

Non-Control/Non-Affiliate Investments (2)

Parkview Financial Fund 2015, L.P. (3)(4)

Common Equity, Limited Partner Interests

Multifamily

United States

12/2/2022

$3,000,000

~~3,000,000~~

$3,045,000

~~3,045,000~~

10.95

~~10.95~~

Post Bellaire Partners LLC (3)(4)

Common Equity, Membership Interests

Multifamily

United States

9/14/2022

537,593

~~537,593~~

549,500

~~549,500~~

1.98

~~1.98~~

Post Las Colinas Heights Partners LLC (3)

Common Equity, Membership Interests

Multifamily

United States

3/1/2023

585,000

~~585,000~~

585,000

~~585,000~~

2.10

~~2.10~~

Post Providence Partners LLC (3)(4)

Common Equity, Membership Interests

Multifamily

United States

9/14/2022

462,407

~~462,407~~

479,500

~~479,500~~

1.72

~~1.72~~

Post Oak Forest Partners LLC (3)

Common Equity, Membership Interests

Multifamily

United States

3/1/2023

915,000

~~915,000~~

915,000

~~915,000~~

3.29

~~3.29~~

Riparian Baltimore SFR Investors I LLC (3)

Preferred Equity, Membership Interests

Single Family

United States

3/21/2023

4,000,000

~~4,000,000~~

4,000,000

~~4,000,000~~

14.38

~~14.38~~

Common Equity, Membership Interests

Single Family

United States

3/21/2023

Total Non-Control/Non-Affiliate Investments

9,500,000

~~9,500,000~~

9,574,000

~~9,574,000~~

34.42

~~34.42~~

Non-Control/Affiliate Investments (2)

Great Escapes RV Fund IV, L.P. (3)

Common Equity, Limited Partner Interests

Recreational Vehicle Parks

United States

7/1/2022

4,000,000

~~4,000,000~~

4,160,950

~~4,160,950~~

14.96

~~14.96~~

Newark-Forest MHPS LLC (3)

Common Equity, Membership Interests

Manufactured Housing Community

United States

11/8/2022

640,000

~~640,000~~

640,000

~~640,000~~

2.30

~~2.30~~

LBX Deptford Investors LLC (3)(4)

Common Equity, Membership Interests

Retail

United States

12/13/2022

750,000

~~750,000~~

750,000

~~750,000~~

2.70

~~2.70~~

LBX Mount Prospect Investors LLC (3)(4)

Common Equity, Membership Interests

Retail

United States

8/11/2022

760,000

~~760,000~~

760,000

~~760,000~~

2.73

~~2.73~~

Post Sandstone Partners LLC (3)(4)

Common Equity, Membership Interests

Multifamily

United States

10/24/2022

700,000

~~700,000~~

735,000

~~735,000~~

2.64

~~2.64~~

TC-BKM US Industrial Fund I, L.P. (3)(4)

Common Equity, Limited Partner Interests

Light Industrial

United States

7/20/2022

2,600,000

~~2,600,000~~

2,556,900

~~2,556,900~~

9.19

~~9.19~~

Total Non-Control/Affiliate Investments

9,450,000

~~9,450,000~~

9,602,850

~~9,602,850~~

34.52

~~34.52~~

Control Investments (2)

Crystal View Capital Fund IV, L.P. (3)(4)(5)

Common Equity, Limited Partner Interests

Self Storage & Manufactured Housing Community

United Sates

11/30/2022

5,500,000

~~5,500,000~~

5,500,000

~~5,500,000~~

19.78

~~19.78~~

Total Control Investments

5,500,000

~~5,500,000~~

5,500,000

~~5,500,000~~

19.78

~~19.78~~

Short-Term Investments

Fidelity U.S. Government Money Market Portfolio Fund

Institutional Class

United States

3/31/2023

3,326,294

~~3,326,294~~

3,326,294

~~3,326,294~~

11.96

~~11.96~~

Total Short-Term Investments

3,326,294

~~3,326,294~~

3,326,294

~~3,326,294~~

11.96

~~11.96~~

Total Investments

$27,776,294

~~27,776,294~~

28,003,144

~~28,003,144~~

100.68

~~100.68~~

Other Assets Less Liabilities

(190,387

~~(190,387~~)

)

(0.68

~~(0.68~~)

)

Net Assets

$27,812,757

~~27,812,757~~

100.00

~~100.00~~%

(3) Investment is restricted as to resale. As of Mach 31, 2023, the total cost and fair value of investments subject to restrictions on sales was $24,450,000 and $24,676,850, respectively, representing 88.72% of the Fund’'s net assets.

(4)

Income producing.

(5) Included in the above, as of March 31, 2023, Crystal View Capital Fund IV, L.P. held three real estate assets comprised of Federal Storage, Mountain Vista Storage and Speedway Storage. The Fund’'s proportionate share of the acquisition amounts including allocations made to goodwill of Federal Storage, Mountain Vista Storage and Speedway Storage was approximately $719,000, $2,228,900 and $2,300,800, respectively.

See accompanying notes to unaudited financial statements

WELLINGS REAL ESTATE INCOME FUND

STATEMENTS OF OPERATIONS

(Unaudited)

	Three Months Ended September 30,						Six Months Ended September 30,
	Three Months Ended						Nine Months Ended
	December 31,						December 31,
	2023			2022			2023		2022
INCOME
Non-Control/Non-Affiliate Investments:
Fee income	$	~~69,765~~-		$	-50,000		$	~~164~~112,~~765~~500	$	-50,000
Dividend income		~~214~~223,~~339~~404			-			~~308~~531,~~538~~942		-
Non-Control/Affiliate Investments:
Dividend income		111,307			-			176,424		-
Fee income		35,000			35,000			35,000		35,000
Dividend income		134,296			22,026			310,720		22,026
Control Investments:
Fee income		~~118~~67,~~830~~500			-			~~154~~228,~~149~~698		-
Dividend income		~~189~~357,~~083~~579			-			~~266~~623,~~232~~811		-
Interest income		9586,~~632~~410			2130			~~158~~244,~~070~~480		2152
TOTAL INVESTMENT INCOME		798,956			21			1,228,178		21
Other fee income		50,619			-			95,835		-
TOTAL INVESTMENT INCOME		954,808			107,056			2,182,986		107,078
EXPENSES
Professional fees		~~139~~195,~~119~~571			~~146~~93,~~917~~991			~~291~~481,~~245~~915		~~146~~240,~~917~~909
Directors and officers expense		7444,~~480~~570			4230,000			~~154~~199,~~452~~022		4272,000
Management fee		~~106~~127,~~515~~058			2035,~~726~~415			~~195~~322,~~159~~217		2056,~~726~~141
Offering costs		-			-51,644			36,606		-73,213
Marketing and distribution expense		4038,~~125~~400			2638,~~500~~000			76115,~~750~~150		2664,500
Incentive fee expense		32,508			-			46,208		-
Incentive fee		42,204			-			88,412		-
Accounting and administration fees		2320,~~036~~127			9,500			4262,~~036~~163		919,~~500~~000
Insurance expense		7,827			79,~~086~~586			1523,~~653~~480		1423,~~173~~759
Custody and transfer agent expense		10,~~202~~656			41,~~785~~374			1425,~~824~~480		46,~~830~~204
Organizational expense		-			6(64,~~000~~630	)		-		717,~~905~~275
Other expenses		1638,~~415~~502			2418,~~719~~712			3679,~~223~~625		2421,~~718~~861
TOTAL EXPENSES		~~450~~524,~~227~~915			~~288~~223,~~233~~592			~~909~~1,~~156~~434,070		~~361~~584,~~269~~862
Reimbursement from Adviser		-			(6,000	)		-		(71,905	)
Recoupment by Adviser of previously reimbursed expenses		38,394			-			38,394		-
NET EXPENSES		450,227			282,233			909,156		289,364
Reimbursement from Adviser		-			(8,583	)		-		(80,488	)
NET INVESTMENT INCOME (LOSS)	$	348,729		$	(282,212	)	$	319,022	$	(289,343	)
NET EXPENSES		563,309			215,009			1,472,464		504,374
NET CHANGE IN UNREALIZED APPRECIATION ON:
NET INVESTMENT INCOME (LOSS)	$	391,499		$	(107,953	)	$	710,522	$	(397,296	)
Non-Control/Affiliate Investments		162,541			-			173,041		-
NET CHANGE IN UNREALIZED APPRECIATION (DEPRECIATION) ON:
Non-Control/Non-Affiliate Investments		238,418			-			238,418		-
Non-Control/Affiliate Investments		(27,400	)		117,850			145,641		117,850
Control Investments		-			-			58,000		-
TOTAL NET CHANGE IN UNREALIZED APPRECIATION		~~162~~211,~~541~~018			-117,850			~~231~~442,~~041~~059		-117,850
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS	$	~~511~~602,~~270~~517		$	~~(282~~9,~~212~~897	)	$	~~550~~1,~~063~~152,581	$	(~~289~~279,~~343~~446	)
Weighted average common Shares outstanding		4148,~~676~~917			816,~~885~~457			3841,~~427~~936		48,~~566~~544
Net investment income (loss) per common Share (basic and diluted) (1)	$	8.3700		$	(316.7656	)	$	816.3094	$	(6346.3650	)
Earnings (loss) per common Share (basic and diluted) (1)	$	12.2732		$	(316.7656	)	$	1427.3148	$	(6346.3650	)

(1)	Calculated based on weighted average common Shares outstanding.

See accompanying notes to unaudited financial statements

WELLINGS REAL ESTATE INCOME FUND

STATEMENTS OF CHANGES IN NET ASSETS

(Unaudited)

Three Months Ended September 30,

Six Months Ended September 30,

Three Months Ended

Nine Months Ended

December 31,

2023

2022

2023

2022

INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS:

Net investment income (loss)

~~348~~391,~~729~~499

(~~282~~107,~~212~~953

)

~~319~~710,~~022~~522

(~~289~~397,~~343~~296

)

Net change in unrealized appreciation

~~162~~211,~~541~~018

-117,850

~~231~~442,~~041~~059

-117,850

NET INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS

~~511~~602,~~270~~517

~~(282~~9,~~212~~897

)

~~550~~1,~~063~~152,581

(~~289~~279,~~343~~446

)

DISTRIBUTIONS TO SHAREHOLDERS

(~~416~~571,~~479~~374

)

(~~767~~1,~~345~~338,719

)

CAPITAL TRANSACTIONS:

Proceeds from shares sold

46,~~737~~249,~~783~~000

116,~~655~~962,~~700~~106

1521,~~640~~889,773

1118,~~655~~617,~~700~~806

Reinvestment of distributions

~~168~~230,~~905~~816

~~299~~530,~~682~~497

NET INCREASE IN NET ASSETS RESULTING FROM CAPITAL TRANSACTIONS

46,~~906~~479,~~688~~816

116,~~655~~962,~~700~~106

1522,~~940~~420,~~455~~270

1118,~~655~~617,~~700~~806

NET INCREASE IN NET ASSETS

56,~~001~~510,~~479~~959

116,~~373~~972,~~488~~003

1522,~~723~~234,~~173~~132

1118,~~366~~338,~~357~~360

NET ASSETS:

Beginning of period

3843,~~534~~535,~~451~~930

~~192~~11,~~869~~566,357

27,812,757

200,000

End of period

4350,~~535~~046,~~930~~889

1118,~~566~~538,~~357~~360

4350,~~535~~046,~~930~~889

1118,~~566~~538,~~357~~360

CAPITAL SHARE TRANSACTIONS:

Shares sold

46,~~737~~249

116,~~656~~962

1521,~~641~~890

1118,~~656~~618

Reinvestment of distributions

~~169~~231

~~299~~530

NET INCREASE IN SHARES RESULTING FROM CAPITAL SHARE TRANSACTIONS

46,~~906~~480

116,~~656~~962

1522,~~940~~420

1118,~~656~~618

Beginning of period

3944,~~373~~279

~~200~~11,856

28,339

200

End of period

4450,~~279~~759

1118,~~856~~818

4450,~~279~~759

1118,~~856~~818

See accompanying notes to unaudited financial statements

WELLINGS REAL ESTATE INCOME FUND

STATEMENTS OF CASH FLOWS

(Unaudited)

	Six Months Ended September 30,
	Nine Months Ended
	December 31,
	2023			2022
CASH FLOWS FROM OPERATING ACTIVITIES
Net Increase (Decrease) in Net Assets Resulting from Operations	$	~~550~~1,~~063~~152,581		$	(~~289~~279,~~343~~446	)
Adjustments to Reconcile Net Increase (Decrease) in Net Assets from Operations to Net Cash Used in Operating Activities:
Purchase of investments		(1318,~~409~~121,~~440~~207	)		(816,~~360~~950,000	)
Distribution from investment		116,141			-
Return of capital distribution from investments		116,141			-
Change in short-term investments, net		~~126~~(4,~~659~~794,578	)		-
Net change in unrealized (appreciation)
Net change in unrealized (appreciation) depreciation:
Non-Control/Affiliate Investments		(173,041	)		-
Non-Control/Non-Affiliate Investments		(238,418	)		-
Non-Control/Affiliate Investments		(145,641	)		(117,850	)
Control Investments		(58,000	)		-
Amortization of deferred offering costs		36,606			5,603
Increase in offering costs		-			(71,419	)
Amortization of deferred offering costs		36,606			73,213
Changes in Operating Assets and Liabilities:
(Increase)/decrease in prepaid investments		(3,100,000	)		-
(Increase)/decrease in receivable from Adviser for reimbursement of organizational expense and offering costs		38,393			(80,488	)
(Increase)/decrease in receivable from Adviser for reimbursement of organizational expense and offering costs		-			(65,904	)
Decrease/(increase) in other assets		(7,826	)		(7,086	)
Decrease/(increase) in other assets		(15,653	)		(14,173	)
Increase/(decrease) in payable to Adviser		(131,025	)		78,694
Increase/(decrease) in payable to Adviser		(86,026	)		46,577
Increase/(decrease) in professional fees payable		63,642			130,267
Increase/(decrease) in professional fees payable		43,961			106,013
Increase/(decrease) in incentive fee payable		88,412			-
Increase/(decrease) in incentive fee payable		46,208			-
Increase/(decrease) in directors and officers expense payable		30,570			12,000
Increase/(decrease) in directors and officers expense payable		13,000			24,000
Increase/(decrease) in distributions received in advance		780,353			-
Increase/(decrease) in distributions received in advance		680,370			-
Increase/(decrease) in other payables		63,446			8,893
Increase/(decrease) in accounting and administration fees payable		-			9,500
Net Cash used in Operating Activities		(21,126,551	)		(17,203,222	)
Increase/(decrease) in other payables		11,042			26,559
Net Cash used in Operating Activities		(15,218,110	)		(8,511,168	)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from Shares sold		1521,~~640~~889,773			1118,~~655~~567,~~700~~806
Cash distributions paid		(467,663	)		-
Cash distributions paid, net of reinvestments		(808,222	)		-
Net Cash Provided by Financing Activities		1521,~~173~~081,~~110~~551			1118,~~655~~567,~~700~~806
NET INCREASE (DECREASE) IN CASH		(45,000	)		31,~~144~~364,~~532~~584
CASH:
Beginning of Period		45,000			200,000
End of Period	$	-		$	31,~~344~~564,~~532~~584
Supplemental Schedule of Non-cash Financing Activity:
Reinvestments of distributions	$	~~299~~530,~~682~~497		$	-
Receivable for shares sold	$	-		$	50,000

See accompanying notes to unaudited financial statements

WELLINGS REAL ESTATE INCOME FUND

NOTES TO FINANCIAL STATEMENTS

AS OF ~~SEPTEMBER~~DECEMBER 3031, 2023

(UNAUDITED)

1. Organization

Wellings Real Estate Income Fund (the “Fund”) is a Delaware statutory trust incorporated on March 3, 2022, and is structured as an externally managed, non-diversified closed-end management investment company that has elected to be treated as a business development company (a “BDC”) under the Investment Company Act of 1940, as amended (the “1940 Act”).

The Fund is externally managed by its investment adviser, Wellings Capital Management, LLC (“Wellings” or the “Adviser”), an investment adviser that registered with the SEC on May 13, 2022 under the Investment Advisers Act of 1940, as amended.

The Fund intends to achieve its investment objectives by investing at least 80% of the Fund’s net assets (plus any amount of borrowings for investment purposes) in a portfolio of real estate and real estate-related investments, which will consist of the following primary asset classes: acquiring limited partnership (“LP”) equity securities issued by entities that invest in manufactured housing communities (“MHCs”), self-storage facilities, industrial real estate, recreational vehicle parks, and/or multifamily residences, as well as any other commercial real estate assets, throughout the United States indirectly through the Fund’s ownership in funds, pooled investment vehicles, and syndications controlled by such entities that own such real estate interests and that qualify as eligible portfolio companies under the 1940 Act, collectively the “Targeted Assets”.

The Fund was seeded on March 30, 2022, with an initial capital contribution of $200,000. The Fund commenced operations on July 1, 2022, and as of ~~September~~December 3031, 2023, the Fund had made investments totaling $3742,~~743~~455,~~299~~066 in qualified investment opportunities, as defined by the Fund’s Form 10. The organizational and offering costs are subject to reimbursement by the Fund, and the Fund was required to begin reimbursing the Adviser upon reaching $20.0 million in investor subscriptions, which was achieved during the year ended March 31, 2023. The Fund will continue to reimburse the Adviser during the next few operational quarters until the full reimbursement amount is paid. The Adviser will on occasion pay invoices on behalf of the Fund, of which the Adviser is due reimbursement.

The Adviser is actively evaluating opportunities to invest in other qualifying investments commensurate with the Fund’s available equity capital.

2. Significant Accounting Policies

Basis of Presentation

The Fund is an investment company and follows the accounting and reporting guidance under Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 946, Financial Services—Investment Companies. The following is a summary of significant accounting policies consistently followed by the Fund in the preparation of its financial statements.

The preparation of the financial statements in conformity with U.S. generally accepted accounting principles (“U.S. GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the statement of assets and liabilities. Actual results could differ from those estimates.

In the opinion of management, the accompanying financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair ~~statement~~ statement of the financial position, operating results and cash flows for the periods presented. The accompanying financial statements should be read in conjunction with the Company’s Form 10-K as filed with the SEC on June 29, 2023. The interim results for the ~~six~~nine months ended ~~September~~ 30December 31, 2023 are not necessarily indicative of the results to be expected for the year ending March 31, 2024 or for any future periods. Certain prior period amounts have been reclassified to conform to the current period presentation.

All shareholders bear the common expenses of the Fund and earn income including realized gains/losses from the portfolio pro rata based on the average daily net assets of the Fund.

Cash and Cash Equivalents

Cash and cash equivalents can include demand deposits with financial institutions and short-term, highly liquid investments (e.g., money market funds, U.S. Treasury notes, and similar type instruments). Cash and cash equivalents are carried at cost which approximates fair value. The Fund places its cash and cash equivalents with financial institutions and, at times, cash held in money market accounts may exceed the Federal Deposit Insurance Corporation insured limit. As of ~~September~~December 3031, 2023, the Fund holds no cash and short-term investments in the amount of $38,~~199~~120,~~635~~872. Cash equivalents totaling $3,326,294 as of March 31, 2023 were reclassified to short-term investments to conform with current period presentation. The reclassification had no impact on earnings or net asset value as of March 31, 2023.

Use of Estimates

The preparation of the financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. Actual amounts could differ from those estimates and such differences could be material.

Investments at Fair Value

Investment transactions are recorded on the trade date. Realized gains or losses are measured by the difference between the net proceeds from the repayment or sale and the amortized cost basis of the investment using the specific identification method without regard to unrealized gains or losses previously recognized, and can include investments charged off during the period, net of recoveries. Unrealized gains or losses primarily reflect the change in investment values, and can include the reversal of previously recorded unrealized gains or losses when gains or losses are realized.

The valuation of the Fund’s investments is determined as of the close of business at the end of each reporting period (the “Valuation Date”), which is generally quarterly.

As of September 30, 2023, the Fund holds prepaid investments totaling $3.10 million. This amount pertains to a preferred equity investment of $2.60 million and a common equity investment of $0.50 million, which were both funded prior to the property closing. Before the property closed, the Fund made the decision not to follow through with the investment, and funds were returned in the next reporting period. Prepaid Investments reflects the fair value of the funds that were deployed prior to them being returned.

Distributions received in advance relate to special terms from the Fund's preferred equity investments. Due to the general complexities and terms of these deals, the Fund may receive future cash flow at the time of investment. Prior to being recognized as dividend income, cash is held in the Distributions received in advance account.

The Board of Trustees (the “Board”) is responsible for overseeing the Fund’s valuation policies, making recommendations to the Adviser on valuation- related matters, and overseeing implementation by the Adviser of such valuation policies.

The Board has delegated day-to-day management of the valuation process to the Adviser as the appointed valuation designee (“Valuation Designee”) and has authorized the Adviser to utilize independent third-party valuation and pricing services that have been approved by the Board. The Adviser has established a valuation committee (the “Adviser Valuation Committee”) to carry out this function. The Valuation Designee is subject to the oversight of the Board. The Valuation Designee is responsible for assessing and managing key valuation risk, and is generally responsible for the review, approval and testing of valuation methodologies and the determination of the fair value of the Fund’s investments.

The Fund applies FASB ASC 820, Fair Value Measurement (“ASC 820”), as amended, which establishes a framework for measuring fair value in accordance with U.S. GAAP and requires disclosures of fair value measurements. ASC 820 determines fair value to be the price that would be received for an investment in a current sale, which assumes an orderly transaction between market participants on the measurement date. Market participants are defined as buyers and sellers in the principal or most advantageous market (which may be a hypothetical market) that are independent, knowledgeable, and willing and able to transact. ASC 820 specifies a fair value hierarchy that prioritizes and ranks the level of observability of inputs used in determination of fair value.

The valuation policies approved by the Board provide that, where deemed appropriate by the Adviser and consistent with the 1940 Act, investments may be valued at cost. Cost would be used only when cost is determined to best approximate the fair value of the particular investment under consideration. For example, cost may not be appropriate when the Fund is aware of sales of similar securities to third parties at different prices or in other circumstances where cost may not approximate fair value (which could include situations where there are no sales to third parties). In such a situation, the Fund’s investment will be revalued in a manner that the Adviser Valuation Committee, in accordance with the valuation procedures, determines in good faith best reflects fair value. Valuation methodologies which may be utilized include the public market methodology, private market methodology, analytical methodology (e.g., discounted cash flow analysis), cost methodology, or the use of the net asset value (“NAV”) of the investment as a practical expedient to fair value (see below).

The inputs used to determine the fair value of the Fund’s investments are summarized in the three broad levels listed in the fair value hierarchy below:

●

Level 1—unadjusted quoted prices in active markets for identical investments and registered investment companies where the value per share (unit) is determined and published and is the basis for current transactions for identical assets or liabilities at the valuation date;

●

Level 2—investments with other significant observable inputs (including quoted prices for similar investments, interest rates, benchmark yields, bids, offers, transactions, spreads, cash collateral, and other relationships observed in the markets among market securities, underlying equity of the issuer, proprietary pricing models, credit risk, etc.); or

●

Level 3—investments with significant unobservable inputs (which may include the Fund’s own assumptions in determining the fair value of investments).

Changes in valuation techniques may result in transfers in or out of an assigned level within the fair value hierarchy. The Fund discloses transfers between levels based on valuations at the end of the reporting period. The inputs or methodology used for valuing investments are not necessarily an indication of the risk associated with investing in those investments.

The following is a summary categorization of the Fund’s investments based on the level of inputs utilized in determining the value of such investments as of ~~September~~December 3031, 2023. Investments valued at NAV as a practical expedient (see below) are listed in a separate column to permit reconciliation to the total value of investments:

Investments Type

Level 1

Level 2

Level 3

NAV as a Practical Expedient

Total

Common Equity

2225,~~246~~401,~~750~~650

3,~~045~~001,~~000~~118

2528,~~291~~402,~~750~~768

Preferred Equity

1214,~~909~~721,~~440~~207

Short-Term Investments

38,~~199~~120,~~635~~872

Total Investments

38,~~199~~120,~~635~~872

3540,~~156~~122,~~190~~857

3,~~045~~001,~~000~~118

4151,~~400~~244,~~825~~847

The following is a summary categorization of the Fund’s investments based on the level of inputs utilized in determining the value of such investments as of March 31, 2023. Investments valued at NAV as a practical expedient (see below) are listed in a separate column to permit reconciliation to the total value of investments:

Investments Type	Level 1		Level 2		Level 3		NAV as a Practical Expedient		Total
Common Equity	$	-	$	-	$	17,631,850	$	3,045,000	$	20,676,850
Preferred Equity		-		-		4,000,000		-		4,000,000
Short-Term Investments		3,326,294		-		-		-		3,326,294
Total Investments	$	3,326,294	$	-	$	21,631,850	$	3,045,000	$	28,003,144

The Fund’s portfolio investments will generally not be in publicly traded securities. Investments for which observable market prices in active markets do not exist are reported at fair value, as determined in good faith by the Investment Adviser under consistently applied policies and procedures approved by the Board of Trustees in accordance with U.S. GAAP. The Board has designated the Investment Adviser to be the Valuation Designee to prepare Portfolio Company valuations. The Valuation Designee has adopted appropriate segregation protocols to minimize the Fund portfolio managers’ influence on the Adviser’s Fair Value process. The types of factors that the Investment Adviser will take into account in determining fair value, subject to review and ratification where required by the Board of Trustees with respect to such non-traded investments, will include, as relevant and, to the extent available, the Portfolio Company’s earnings, the markets in which the Portfolio Company does business, comparison to valuations of publicly traded companies in the Portfolio Company’s industry, comparisons to recent sales of comparable companies, the discounted value of the cash flows of the Portfolio Company, the rights and preferences of the specific securities held, and other relevant factors. This information may not be available because it is difficult to obtain financial and other information with respect to private companies. In considering the extent and nature of information utilized in the valuation process, management will generally apply a greater weighting to that information which is recent and observable. Because such valuations are inherently uncertain and may be based on estimates, the determinations of fair value may differ materially from the values that would be assessed if a readily available market for these securities existed. Based on these factors, the investments in private companies will generally be presented as a Level 3 investment. Changes in accounting standards may not be adopted consistently by issuers or at the same time, and as a result varied implementation may make it more difficult for the Fund to properly evaluate or compare financial information provided by Portfolio Companies of the Fund or to determine the validity of data of publicly traded company comparables for purposes of valuing the Fund’s portfolio holdings.

8The Fund is permitted to invest in investments that may not have a readily determinable fair value. The Fund may use the NAV reported by the investment as a practical expedient, without further adjustment, unless it is probable that the investment will be sold at a value significantly different than the reported NAV. A listing of the categories of investments held by the Fund which are reported using NAV as a practical expedient (and their respective redemption-related attributes) as of December 31, 2023, are as follows:

The Fund is permitted to invest in investments that may not have a readily determinable fair value. The Fund may use the NAV reported by the investment as a practical expedient, without further adjustment, unless it is probable that the investment will be sold at a value significantly different than the reported NAV. A listing of the categories of investments held by the Fund which are reported using NAV as a practical expedient (and their respective redemption-related attributes) as of September 30, 2023, are as follows:

Investment Category

Investment
Strategy

Fair Value

Unfunded
Commitments

Remaining
Life*

Redemption
Frequency*

Notice
Period
(in Days)*

Redemption
Restrictions
and Terms*

Multifamily

Strategy targeting investments in established companies.

3,001,118

N/A

Quarterly

One-year hard lock-up, quarterly redemptions thereafter with 60 days notice. Redemptions will be paid as cash flow allows and/or as underlying debt is paid off.

Investment Category

Investment Strategy

Fair Value

Unfunded Commitments

Remaining Life*

Redemption Frequency*

Notice Period (in Days)*

Redemption Restrictions and Terms*

Multifamily

Strategy targeting investments in established companies.

3,045,000

N/A

Quarterly

One-year hard lock-up, quarterly redemptions thereafter with 60 days notice. Redemptions will be paid as cash flow allows and/or as underlying debt is paid off.

The information summarized in the table above represents the general terms for the specified asset category. Individual investments may have terms that are more or less restrictive than those terms indicated for the asset class as a whole. In addition, most investments have the flexibility, as provided for in their constituent documents, to modify and/or waive such terms.

~~The following is a summary of quantitative information about significant unobservable valuation inputs for Level 3 fair value measurements for investments held as of September 30, 2023:~~9

Investment Type

Fair Value September 30, 2023

Valuation Methodologies

Unobservable Input

Input Range (Weighted Average)

Common Equity

22,246,750

Cost

Transaction Price

N/A

Income Approach / Discounted Cash Flow

Cost of Equity

11.5% - 26.6% (15.5%)

Capitalization Rate

7.5%

Investment Growth Expectations

4.0%

Preferred Equity

12,909,440

Cost

Transaction Price

N/A

Total

35,156,190

The following is a summary of quantitative information about significant unobservable valuation inputs for Level 3 fair value measurements for investments held as of December 31, 2023:

Investment Type	Fair Value December 31, 2023		Valuation Methodologies	Unobservable Input	Input Range (Weighted Average)
Common Equity	$	25,401,650	Cost	Transaction Price	N/A
			Income Approach / Discounted Cash Flow	Cost of Equity	12.5% - 26.6% (15.6%)
				Capitalization Rate	7.5%
				Investment Growth Expectations	4.0%
Preferred Equity		14,721,207	Cost	Transaction Price	N/A
Total	$	40,122,857

The following is a summary of quantitative information about significant unobservable valuation inputs for Level 3 fair value measurements for investments held as of March 31, 2023:

Investment Type	Fair Value March 31, 2023		Valuation Methodologies	Unobservable Input	Input Range (Weighted Average)
Common Equity	$	17,631,850	Cost	Transaction Price	N/A
			Income Approach / Discounted Cash Flow	Cost of Equity	11.5% - 19.2% (12.6%)
				Capitalization Rate	7.0% - 8.0% (7.5%)
				Investment Growth Expectations	4.0%
Preferred Equity		4,000,000	Cost	Transaction Price	N/A
Total	$	21,631,850

The following is a roll-forward of the ~~activity~~ activity in investments in which significant unobservable inputs (Level 3) were used in determining fair value for the ~~six~~nine months ended ~~September 30~~December 31, 2023:

Investment Type	Balance as of April 1, 2023		Purchases		Proceeds From Sales or Other Dispositions*			Realized Gain/(Loss)		Change in Unrealized Appreciation~~/ (Depreciation)~~		Balance as of ~~September~~December 3031, 2023
Common Equity	$	17,631,850	$	47,500,000	$	(116,141	)	$	-	$	~~231~~385,~~041~~941	$	2225,~~246~~401,~~750~~650
Preferred Equity		4,000,000		810,~~909~~621,~~440~~207		-			-		-100,000		1214,~~909~~721,~~440~~207
Total	$	21,631,850	$	1318,~~409~~121,~~440~~207	$	(116,141	)	$	-	$	~~231~~485,~~041~~941	$	3540,~~156~~122,~~190~~857

*	Includes return of capital.

The following is a roll-forward of the activity in investments in which significant unobservable inputs (Level 3) were used in determining fair value for the ~~six~~nine months ended ~~September 30~~December 31, 2022:

Investments Type	Balance as of April 1, 2022		Purchases		Proceeds From Sales or Other Disposition		Realized Gain/(Loss)		Unrealized Appreciation~~/ (Depreciation)~~		Balance as of ~~September~~December 3031, 2022
Common Equity	$	-	$	816,~~360~~950,000	$	-	$	-	$	117,850	$	817,~~360~~067,~~000~~850
Total	$	-	$	816,~~360~~950,000	$	-	$	-	$	117,850	$	817,~~360~~067,~~000~~850

910

Affiliate and Control Investments

Certain investments of the Fund are deemed to be investments in affiliated or controlled issuers under the 1940 Act. Control investments generally are defined by the 1940 Act, as investments in companies in which a fund owns more than 25% of the company’s capital and/or has the power to exercise control over the management or policies of the company (“Control Investments”). Affiliate investments generally are defined by the 1940 Act as investments in companies in which a fund owns between 5% and 25% of the company’s capital (“Affiliate Investments”). The activity resulting from Affiliate Investments and Control Investments, including as applicable; interest income, dividend income, fee income, as well as realized and unrealized gains and losses, is identified in the Statements of Operations. A listing of these investments (including activity for the ~~period~~nine months ended ~~September~~December 3031, 2023) is shown below:

Portfolio Company	Principal/ Shares/Units April 1, 2023		Principal/ Shares/Units September 30, 2023	Fair Value April 1, 2023		Purchases		Proceeds From Sales or Other Dispositions*			Net Realized Gain (Loss)			Net Change in Unrealized Appreciation (Depreciation)			Fair Value September 30, 2023			Dividend Income		Fee Income
	Principal/			Principal/													Net Change
Non-Control/Affiliate Investments:
	Shares/Units			Shares/Units		Fair Value					Proceeds From						in Unrealized			Fair Value
Great Escapes RV Fund IV, L.P. (1)	-		N/A (2)	$	4,160,950	$	-	$	-		$	-		$	-		$	4,160,950		$	-	$	-
	April 1,			December 31,		April 1,					Sales or Other			Net Realized			Appreciation			December 31,		Dividend		Fee
Newark-Forest MHPS LLC (1)	-		N/A (2)		640,000		-		-			-			10,500			650,500			19,043		-
Portfolio Company	2023			2023		2023		Purchases			Dispositions*			Gain (Loss)			(Depreciation)			2023		Income		Income
LBX Deptford Investors LLC (1)	-		N/A (2)		750,000		-		-			-			20,000			770,000			32,625		-
Non-Control/Affiliate Investments:
LBX Fashion Square Investors LLC (1)	-		N/A (2)		-		750,000		-			-			25,900			775,900			5,322		-
Great Escapes RV Fund IV, L.P. (1)		-			N/A (2)	$	4,160,950	$	-		$	-		$	-		$	(113,450	)	$	4,047,500	$	-	$	-
LBX Fair Oaks Investors LLC (1)	-		N/A (2)		-		1,000,000		-			-			108,800			1,108,800			11,637		-
Newark-Forest MHPS LLC (1)		-			N/A (2)		640,000		-			-			-			10,500			650,500		28,722		-
LBX Manchester Investors LLC (1)	-		N/A (2)		-		750,000		(116,141	)		-			27,841			661,700			9,858		-
LBX Deptford Investors LLC (1)		-			N/A (2)		750,000		-			-			-			20,000			770,000		43,751		-
LBX Mount Prospect Investors LLC (1)	-		N/A (2)		760,000		-		-			-			(20,000	)		740,000			26,222		-
LBX Fashion Square Investors LLC (1)		-			N/A (2)		-		750,000			-			-			25,900			775,900		18,555		-
Post Sandstone Partners LLC (1)	-		N/A (2)		735,000		-		-			-			-			735,000			25,357		-
LBX Fair Oaks Investors LLC (1)		-			N/A (2)		-		1,000,000			-			-			108,800			1,108,800		32,509		-
TC-BKM US Industrial Fund I, L.P. (1)	-		N/A (2)		2,556,900		-		-			-			-			2,556,900			46,360		-
LBX Manchester Investors LLC (1)		-			N/A (2)		-		750,000			(116,141	)		-			27,841			661,700		25,159		-
Total Non-Control/Affiliate Investments					9,602,850		2,500,000		(116,141	)		-			173,041			12,159,750			176,424		-
LBX Mount Prospect Investors LLC (1)		-			N/A (2)		760,000		-			-			-			(20,000	)		740,000		38,904		-
Control Investments:
Post Sandstone Partners LLC (1)		-			N/A (2)		735,000		-			-			-			-			735,000		38,035		-
Crystal View Capital Fund IV, L.P. (1)	-		N/A (2)		5,500,000		1,000,000		-			-			58,000			6,558,000			91,043		22,500
SCC Flint River Holdings, LP (1)		-			N/A (2)		-		1,533,100			-			-			-			1,533,100		-		35,000
Fairbridge Credit LLC (1)	-		N/A (2)		-		5,000,000		-			-			-			5,000,000			58,796		118,830
TC-BKM US Industrial Fund I, L.P. (1)		-			N/A (2)		2,556,900		-			-			-			86,050			2,642,950		85,085		-
Fairbridge Grand Hampton LLC (1)	-		N/A (2)		-		2,909,440		-			-			-			2,909,440			116,393		12,819
Total Non-Control/Affiliate Investments							9,602,850		4,033,100			(116,141	)		-			145,641			13,665,450		310,720		35,000
Total Control Investments					5,500,000		8,909,440		-			-			58,000			14,467,440			266,232		154,149
Control Investments:
Total Non-Control/Affiliate and Control Investments				$	15,102,850	$	11,409,440	$	(116,141	)	$	-		$	231,041		$	26,627,190		$	442,656	$	154,149
Crystal View Capital Fund IV, L.P. (1)		-			N/A (2)		5,500,000		4,000,000			-			-			58,000			9,558,000		193,483		90,000
Fairbridge Credit LLC (1)		-			N/A (2)		-		5,000,000			-			-			-			5,000,000		235,185		136,095
Fairbridge Grand Hampton LLC (1)		-			N/A (2)		-		3,088,107			-			-			-			3,088,107		195,143		2,603
Total Control Investments							5,500,000		12,088,107			-			-			58,000			17,646,107		623,811		228,698
Total Non-Control/Affiliate and Control Investments						$	15,102,850	$	16,121,207		$	(116,141	)	$	-		$	203,641		$	31,311,557	$	934,531	$	263,698

(1)

Fund holds non-voting shares or voting rights have been waived for this investment.

(2)

Investment does not issue units or shares.

Includes return of capital and other corporate actions.

Qualifying Assets

Under the 1940 Act, a BDC may not acquire any asset other than assets of the type listed in Section 55(a) of the 1940 Act, or “qualifying assets,” unless, at the time the acquisition is made, qualifying assets represent at least 70% of the company’s total assets. As of ~~September~~December 3031, 2023, the Fund does not hold any non-qualifying assets.

Allocation of Profits and Losses

On each Valuation Date, the Fund will ~~allocate~~ allocate income, gains, losses, and deductions for the period since the last Valuation Date pro rata in proportion to the balances in ~~their~~ ~~opening~~the opening capital accounts in the Fund on the first day of the period (after taking into account any subscriptions, distributions and redemptions since the previous Valuation Date). The profits and losses for any period will reflect unrealized profits and losses on the value of the Fund’s assets during the period, as well as realized capital gains and losses, and any income during the period.

Interest and Dividend Income

Interest income is recorded on the accrual basis and can include amortization of discounts or premiums. Dividend income on common equity securities is recorded as earned or on the record date for private portfolio companies or on the ex-dividend date for publicly traded portfolio companies. For the three months ended ~~September 30~~December 31, 2023, the Fund had interest income of $9586,~~632~~410 and dividend income of $~~514~~715,~~729~~279. For the ~~six~~nine months ended ~~September~~December 3031, 2023, the Fund had interest income of $~~158~~244,~~070~~480 and dividend income of $~~751~~1,~~194~~466,473. For ~~each of~~ the three ~~and six~~ months ended ~~September~~December 3031, 2022, the Fund had interest income of $2130 and dividend income of $22,056. For the nine months ended December 31, 2022, the Fund had interest income ~~and~~of no$52 and dividend income of $22,026.

Fee Income

The Fund may receive various fees in the ordinary course of business from portfolio companies such as underwriting, structuring, consent, waiver, amendment, and other non-recurring upfront fees or miscellaneous fees for services rendered by the Fund to the portfolio companies. Such fees are recognized as income when earned or the services are rendered. Other fee income as presented on the statement of operations relates to similar fees received from prospective investments that are not consummated. For the three and ~~six~~nine months ended ~~September~~December 3031, 2023, the Fund had $~~188~~153,~~595~~119 and $~~318~~472,~~914~~033 of fee income, respectively. For each of the three and ~~six~~nine months ended ~~September~~December 3031, 2022, the Fund ~~did not~~had ~~have~~$85,000 ~~any~~of fee income.

3. Investment Management and Related Parties

The Fund has entered into an investment management agreement (the “Investment Management Agreement”) with the Adviser. Subject to the oversight of the Board, the Adviser is responsible for managing the Fund’s business affairs and providing day-to-day administrative services to the Fund either directly or through others selected by it for the Fund.

Under the Investment Management Agreement, the Adviser is entitled to a Management Fee, calculated and payable monthly in arrears, at the annual rate of 1.25% of the Fund’s average daily Targeted Assets during such period (the “Management Fee”).

The Adviser is eligible to receive an incentive fee consisting of an income-based component and a capital gains component, each as described below (the “Incentive Fee”). The Incentive Fee amount, or the calculations pertaining thereto, as appropriate, is pro-rated for any period less than a full calendar quarter or year, as applicable. The portion of the Incentive Fee based on income is determined and paid quarterly in arrears commencing with the first calendar quarter following the Fund’s election to be regulated as a BDC and equals 20% of the pre-Incentive Fee net investment income in excess of a 2.5% quarterly (or 10% annually) “hurdle rate.” There are no catch-up provisions applicable to income-based Incentive Fees under this Agreement. The portion of the Incentive Fee based on capital-gains is payable at the end of each calendar year in arrears, equals 20% of cumulative realized capital gains from the date of the Fund’s election to be regulated as a BDC to the end of each calendar year, less cumulative net realized capital losses and unrealized capital depreciation.

For the three months ended ~~September~~December 3031, 2023, there was $3242,~~508~~204 of Incentive Fee accrued and $~~106~~127,~~515~~058 in Management Fee was incurred as presented on the Statement of Operations. For the three months ended December 31, 2022 there was no Incentive Fee accrued and $35,415 in Management Fee was incurred as presented on the Statement of Operations.

For the ~~six~~nine months ended ~~September 30~~December 31, 2023, there was $4688,~~208~~412 of Incentive Fee accrued and $~~195~~322,~~159~~217 in Management Fee was incurred as presented on the Statements of Operations. For the nine months ended December 31, 2022 there was no Incentive Fee accrued and $56,141 in Management Fee was incurred as presented on the Statement of Operations.

4. Indemnifications and Commitments

In the normal course of business, the Fund enters into contracts that provide general indemnifications. The Fund’s maximum exposure under these agreements is dependent on future claims that may be made against the Fund, and therefore cannot be established, however, the risk of loss from such claims is ~~considered~~ considered remote. As of ~~September~~December 3031, 2023, the Fund has no unfunded commitments with any investments.

5. Organization and Offering Costs

As of ~~September~~December 3031, 2023, the Fund has expensed as incurred total organizational expense in the amount of $96,025 since inception. As of ~~September~~December 3031, 2023, the Fund has incurred total offering costs in the amount of $146,426 since inception which have been recorded and accounted for as a deferred asset and consist primarily of legal fees in connection with the Fund’s registration and public offering. Since the Fund’s shares are offered through a continuous offering, deferred offering costs are amortized over the 12 months ~~beginning~~ beginning with the first sale of shares in July of 2022. Offering costs, organizational expense and expenses of the Fund’s ~~administrator~~ administrator and the Adviser that are eligible for reimbursement by the Fund will be reasonably allocated to the Fund on the basis of time spent, assets under management, usage rates, proportionate holdings, a combination thereof or other reasonable methods determined by the administrator. The Fund was only required to reimburse the Adviser for any organizational expenses and offering costs upon the Fund’s receipt of $20 million in investor subscriptions, which occurred in January 2023. As of ~~September~~December 3031, 2023, the Fund’s ~~offering~~organizational ~~costs~~expense and ~~organizational~~offering ~~expense~~costs since inception in the amounts of $~~137,451~~0 and $092,451, respectively, are subject to reimbursement ~~from~~to the Adviser. For the three months ended December 31, 2023, the Adviser was reimbursed $45,000 of offering costs. Of this amount, $38,974 was charged to the Fund in the form of recoupment for the fees previously expensed and ~~six~~waived by the Adviser in prior periods, and $6,606 in accruals that were previously expensed, but not waived or reimbursed to the Adviser. For the nine months ended ~~September~~December 3031, 2023, the Adviser was reimbursed $21,025 of organizational expense and $853,975 of offering costs~~, respectively~~. Since inception, the Adviser has recouped organizational expense in the amount of $96,025 and offering costs in the amount of $853,975.

6. Capital Stock

The Fund conducts private placements of its common shares of beneficial interest (the “Shares”), any of which may be a finite offering or a perpetual offering. The Fund offers the Shares in each such offering pursuant to a confidential private placement memoranda prepared by the Fund (each, a “Memorandum”). The offering of Shares pursuant to the Memorandum consists of private placements, in an aggregate amount of up to $50 million (the “Private Offering”) from suitable investors. The Adviser reserves the right in its sole discretion to accept additional purchases of Shares of up to $50 million (for a maximum initial Offering of $100 million).

$50 million (for a maximum initial Offering of $100 million).

The Fund expects to enter into separate subscription agreements with a number of investors in the Private Offerings. To purchase Shares in the Private Offerings, an investor must complete and sign a subscription agreement for a specific dollar amount equal to or greater than $50,000 and pay such amount at the time of subscription. Subscriptions will be effective only upon the Fund’s acceptance, and the Fund reserves the right to reject any subscription in whole or in part. All purchases will be made at a per-share price as determined by the Board (including any committee thereof). The per-share price shall be at least equal to the net asset value per share, as calculated within no more than 48 hours of share issuance, in accordance with the requirement contained under Section 23 of the 1940 Act. The Board (including any committee thereof) may set the per-share price above the net asset value per share based on a variety of factors, including, without limitation, to ensure that investors acquiring Shares in the Fund after other investors have already done so are apportioned their pro rata portion of the Fund’s organizational expense and offering costs. Prior to a Liquidity Event (defined below), no investor who participated in the Private Offerings will be permitted to sell, assign, transfer or otherwise dispose of its Shares unless the Fund provides its prior written consent, and the transfer is otherwise made in accordance with applicable law.

In addition, at the discretion of the Board, the Fund may provide liquidity to investors by one or more Liquidity Events. A “Liquidity Event” means, at the discretion of the Board a sale of all or substantially all of the Fund’s assets. However, since the Fund expects that many of the operators and managers of the entities that constitute the Targeted Assets may determine to liquidate the Targeted Assets prior to a contemplated Liquidity Event of the Fund, no sale of all or substantially all of the Targeted Assets may be necessary to return investors’ investments. The Fund will only consider a Liquidity Event if the terms of such Liquidity Event will be in the Fund’s investors’ best interests.

7. Fund Distributions

The Fund generally intends to make monthly distributions to its shareholders out of assets legally available for distribution. The Fund’s monthly distributions, if any, will be determined by the Board. The Fund expects targeted annual distributions of approximately 5-8% of its net assets. The Fund has adopted a distribution reinvestment plan (the “DRIP”) whereby shareholders may have their distributions automatically reinvested in additional Shares from which such distributions were derived. Shareholders who wish to participate in the DRIP must opt-in and will not automatically be enrolled. The Fund reserves the right to amend, suspend or terminate the distribution reinvestment plan at any time.

The following table summarizes the Fund’s distributions during the ~~six~~nine months ended ~~September~~December 3031, 2023:

Record Date	Payment Date	Per Share Amount		Total Amount		Cash Payment		Reinvestment Pursuant to DRIP
4/1/2023	4/24/2023	$	3.3333	$	99,~~461~~460	$	61,863	$	37,597
5/1/2023	5/22/2023		3.3333		120,327		76,303		44,024
6/1/2023	6/21/2023		3.3333		131,079		81,924		49,~~156~~155
7/1/2023	7/21/2023		3.3333		132,973		80,972		52,001
8/1/2023	8/21/2023		3.3333		136,~~108~~109		79,~~654~~655		56,454
9/1/2023	9/2021/2023		3.3333		147,397		86,947		60,450
Total		$	19.9998	$	767,345	$	467,663	$	299,682
10/1/2023	10/23/2023		3.3333		156,515		93,113		63,402
11/1/2023	11/17/2023		4.1667		203,720		122,190		81,530
12/1/2023	12/18/2023		4.1667		211,139		125,255		85,884
Total:		$	31.6667	$	1,338,719	$	808,222	$	530,497

There were no distributions during the ~~six~~nine months ended ~~September~~December 3031, 2022.

8. Federal Income Taxes

The Fund operates as a partnership for U.S. federal income tax purposes and is not subject to income taxes as a separate entity. Such taxes are the responsibility of the individual shareholders. Each shareholder is treated as the owner of its proportionate share of the net assets, income, expenses, and the realized and unrealized gains/(losses) of the Fund. Management of the Fund is required to determine whether a tax position taken by the Fund is more likely than not to be sustained upon examination by the applicable taxing authority, based on the technical merits of the position. Based on its analysis, there were no tax positions identified by management of the Fund which did not meet the “more likely than not” standard as of ~~September~~December 3031, 2023.

9. Other Service Providers

UMB Fund Services, Inc. serves as the Fund’s administrator, accounting agent, and transfer agent. UMB Bank, N.A. serves as the custodian for the Fund.

10. Subsequent Events

In preparing these financial statements, management has evaluated subsequent events through the date of issuance of the financial statements and has identified the following for disclosure in the Fund’s subsequent events:

Fund investors contributed aggregate capital effective January ~~October~~ 1, ~~2023~~2024 in the amount of $21,~~675~~887,~~000~~522. Fund investors also contributed aggregate capital effective ~~November~~February 1, ~~2023~~ 2024 in the amount of $13,~~475~~085,000.

The Fund made a monthly distribution on ~~October 23~~January 22, ~~2023~~2024 in the amount of $~~156~~219,~~515~~362 based on an annualized rate of approximately 45% of its net assets. The ~~October~~January 2322, ~~2023 distribution~~2024 distribution resulted in $93129,~~113~~503 being paid to investors in cash and $6389,~~402~~859 being reinvested into the Fund.

~~The Fund made prepaid investments totaling $3~~11.10 ~~million~~Financial ~~during~~Highlights ~~the three months ended September 30, 2023. On October 5, 2023, prepaid investments totaling $3.10 million were returned to the Fund.~~(Unaudited)

11. Financial Highlights

	Nine Months Ended December 31,
	2023			2022
Per Share Operating Performance (for a Share outstanding throughout the period):
Net Asset Value, Beginning of Period	$	981.43		$	1,000.00
Net Investment Income (Loss) (1)		16.26			(73.96	)
Net Change in Unrealized Appreciation (Depreciation) (1)		9.57			6.26
Net Increase (Decrease) in Net Assets Resulting from Operations (1)		25.83			(67.70	)
Distributions Declared (1)		(31.67	)		-
Accretion of Share Issuances (at $1,000 per share) (1)		10.37			52.85
Net Asset Value, End of Period	$	985.96		$	985.15
Total Return (not annualized)		3.68	%		(6.65	)%

Supplemental Data:
Net Assets, End of Period	$	50,046,889		$	18,538,360
Ratios to Average Net Assets (2):
Gross Expenses Before Reimbursement/Recoupment Including Incentive Fees		4.79	%		10.26	%
Net Expenses After Reimbursement/Recoupment		4.92	%		8.87	%
Net Expenses After Reimbursement/Recoupment Excluding Incentive Fees		4.62	%		8.87	%
Net Investment Income (Loss)		2.37	%		(6.99	)%
Portfolio Turnover Rate (not annualized)		-			-

	Six Months Ended September 30, 2023 (unaudited)			Six Months Ended September 30, 2022 (unaudited)
Per Share Operating Performance (for a Share outstanding throughout the period):
Net Asset Value, Beginning of Period	$	981.43		$	1,000.00
Net Investment Income (Loss) (1)		7.87			(63.36	)
Net Change in Unrealized Appreciation (Depreciation) (1)		5.41			-
Net Increase (Decrease) in Net Assets Resulting from Operations (1)		13.28			(63.36	)
Distributions Declared (1)		(20.00	)		-
Accretion of Share Issuances (at $1,000 per share) (1)		8.50			38.95
Net Asset Value, End of Period	$	983.21		$	975.59
Total Return (not annualized)		2.19	%		(6.56	)%
Supplemental Data:
Net Assets, End of Period	$	43,535,930		$	11,566,357
Ratios to Average Net Assets (2):
Gross Expenses Before Reimbursement/Recoupment Including Incentive Fees		5.02	%		18.66	%
Net Expenses After Reimbursement/Recoupment		5.02	%		14.95	%
Net Expenses After Reimbursement/Recoupment Excluding Incentive Fees		4.76	%		14.95	%
Net Investment Income (Loss)		1.76	%		(14.95	)%
Portfolio Turnover Rate (not annualized)		-			-

(1)

The per share data was derived using actual shares outstanding at the time of the relevant transactions.

(2)

Annualized for periods less than one year.

1214

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and other parts of this report contain forward-looking information that involves risks and uncertainties. The discussion and analysis contained in this section refers to our financial condition, results of operations, and cash flows. The information contained in this section should be read in conjunction with the financial statements and footnotes appearing elsewhere in this Form 10-Q.

Overview

The Fund is a closed-end management investment company that has elected its fiscal year end to be March 31 and to be regulated as a business development company (“BDC”) under the Investment Company Act of 1940. The Fund invests in a variety of commercial real estate asset classes, including, but not limited to, manufactured housing communities, self-storage facilities, RV parks, multifamily, and small-bay industrial properties through investments in limited liability companies (“LLCs”) or limited partnerships (“LPs”). The operators within these asset classes primarily focus on value-add opportunities to increase net operating income, which is then passed on to the investors through free cash flow from operations. In addition, the Fund has elected to be treated as a partnership under the Internal Revenue Code, commencing with our taxable year ending December 31, 2022. The investment adviser for the Fund is Wellings Capital Management, LLC (“the Adviser”).

The Fund was seeded on March 30, 2022, with an initial capital contribution of $200,000. For the period from April 1, 2022, through June 30, 2022, the Fund’'s Adviser managed the Fund’'s registration and organizational readiness processes and incurred organizational and offering costs, respectively, on behalf of the Fund. The organizational and offering costs are subject to reimbursement by the Fund, and the Fund was required to begin reimbursing the Adviser upon reaching $20.0 million in investor subscriptions, which was achieved during the year ended March 31, 2023. The Fund will continue to reimburse the Adviser during the next few operational quarters until the full reimbursement amount is paid.

Business proceedings and operations officially commenced on July 1, 2022, and the first fiscal year end was March 31, 2023. The Fund is now in its second year of operations. For the three and ~~six~~nine months ~~ended~~ ~~September~~ended 30December 31, 2023, the Fund raised approximately $46.7425 million and $1521.6489 million, respectively.

During the three months ended ~~September~~December 3031, 2023, the Fund generated $~~703~~868,~~324~~ 398 from fee income and dividend income from the Fund’s underlying investments in certain LLCs and LPs and $9586,~~632~~410 in interest income, totaling $~~798~~954,~~956~~808 for the period.

During the ~~six~~nine months ended ~~September~~December 3031, 2023, the Fund generated $1,~~070~~938,~~108~~506 from fee income and dividend income from the Fund’s underlying investments in certain LLCs and LPs and $~~158~~244,~~070~~480 in interest income, totaling $12,~~228~~182,~~178~~986 for the period.

Key Components of Operations

Investments

The Fund’'s level of investment activity can and does vary substantially from period to period depending on many factors, including the general economic environment, the amount of capital we have available, and the competitive environment for the type of investments we make. As a BDC, we may not acquire any assets other than “qualifying assets” specified in the Investment Company Act of 1940 unless, at the time the acquisition is made, at least 70% of our total assets are qualifying assets (with certain limited exceptions). Qualifying assets include investments in “eligible portfolio companies.” Pursuant to rules adopted by the Securities and Exchange Commission (the “SEC”), “eligible portfolio companies” include certain companies that do not have any securities listed on a national securities exchange and public companies whose securities are listed on a national securities exchange but whose market capitalization is less than $250 million.

For existing investments, the Adviser monitors the financial trends of each portfolio company on an ongoing basis to determine if it is meeting its respective business plan and to assess the appropriate course of action for each company. In addition, our Investment Adviser has several methods of evaluating and monitoring the performance and fair value of our investments, which may include (i) assessment of success in adhering to the portfolio company’s business plan and compliance with covenants; (ii) periodic or regular contact with portfolio company management and, if appropriate, the financial or strategic sponsor to discuss the financial position, requirements and accomplishments; (iii) comparisons to our other portfolio companies in the industry, if any; (iv) attendance at and participation in board meetings or presentations by portfolio companies; and (v) review of monthly and quarterly financial statements and financial projections of portfolio companies.

Investment Income

As of ~~September~~December 3031, 2023, the Fund’'s portfolio consisted of 2021 common and preferred equity commercial real estate investments, which are expected to generate stable and consistent cash flow over the long term. The Fund generates revenues in the form of distributions that we receive from the LLC and LP interests that we own. Distribution amounts are determined entirely by the Managing Members/General Partners of those entities and allocated to us based on our proportionate interest in those investments. Distributions we receive are analyzed to determine the amount of the distribution that represents income or return of capital based on the financial information reported to us by the Operator of the underlying investment.

During the three and ~~six~~nine months ended ~~September~~December 3031, 2023, the Fund ~~generated~~ generated $~~798~~954,~~956~~808 and $12,~~228~~182,~~178~~986, respectively, in income, coming from fee income, dividend income, and interest income. This is primarily ~~derived~~ derived from cash flow distributions from the fund’s underlying investments. The interest income came as a result of the fund’s short-term investments in money-market accounts. The Adviser believes that the Fund will continue to generate income during each quarter of the Fund’s operations.

Expenses

The Fund’'s primary operating expenses include the payment of the audit expense, management fee to the Adviser, legal and professional fees, interest expenses, and other operating expenses. These expenses are incurred in accordance with the Investment Advisory Agreement and are necessary to ensure the proper functioning and management of the Fund. The Management Fee and Incentive Fee compensate the Adviser for its work in identifying, evaluating, negotiating, closing, and monitoring our investments. The Fund bears all other expenses of its operations and transactions, including operational expenses, fees and expenses related to investments and prospective investments, brokers’ commissions, legal, auditing or accounting expenses, taxes or governmental fees, officers and directors’ expenses, marketing expenses, valuation expenses, filing expenses, and the fees and expenses of our administrator, transfer agent or sub-transfer agent. We expect our general and administrative expenses to increase in the aggregate and decrease as a percentage of total assets during periods of asset growth and to decrease in the aggregate and increase as a percentage of total assets during periods of asset declines. Additionally, costs relating to future offerings of securities would be incremental.

Investment Activity

During the ~~quarter~~three months ended ~~September~~December 3031, 2023, the Fund made ~~three~~one new ~~investments~~investment and ~~one~~three follow-on ~~investment~~investments across varying opportunities, bringing the total to 2021 total investments since the Fund’s inception. This brought the total invested since inception to $3742.7446 million. In addition, for the three and ~~six~~nine months ended ~~September~~December 3031, 2023, the Fund raised approximately $46.7425 million and $1521.6489 million, respectively, which was used to support the new investments and increase the Fund's liquidity, bringing the total capital contributions to $4350.9116 million.

Details regarding the acquisition costs, investment type, and representative percentage of the Fund’s total net assets can be found in the Schedule of Investments and footnotes to the financial statements included in this filing.

Result of Operations

It is important to note that this is the Fund's ~~fifth~~sixth quarter of operations and ~~sixth~~seventh since launch, and as such, the Fund's performance should be considered in the context of its early stage of development.

Our operating results for the three and ~~six~~nine months ended ~~September 30~~December 31, 2023 and 2022 are as follows:

	Three Months Ended					Six Months Ended
	Three Months Ended December 31,					Nine Months Ended December 31,
	September 30,					September 30,
	2023		2022			2023		2022
Total investment income	$	~~798~~954,~~956~~808	$	21107,056		$	12,~~228~~182,~~178~~986	$	21107,078
Total expenses, net of fees		~~450~~563,~~227~~309		~~288~~215,~~233~~009			~~909~~1,~~156~~472,464		~~361~~504,~~269~~374
Net investment income/(loss)		~~348~~391,~~729~~499		(~~282~~107,~~212~~953	)		~~319~~710,~~022~~522		(~~289~~397,~~343~~296	)
Net change in unrealized appreciation (depreciation)		~~162~~211,~~541~~018		-117,850			~~231~~422,~~041~~059		-117,850
Net increase (decrease) in net assets resulting from operations	$	~~511~~602,~~270~~517	$	~~(282~~9,~~212~~897	)	$	~~550~~1,~~063~~152,581		(~~289~~279,~~343~~446	)

Expenses

The composition of our operating expenses for the three months ended ~~September~~December 3031, 2023 and 2022 were as follows:

	Three Months Ended September 30,
	Three Months Ended December 31,
	2023		2022
Professional fees	$	~~139~~195,~~119~~571	$	~~146~~93,~~917~~991
Directors and officers expense		7444,~~480~~570		4230,000
Management fee		~~106~~127,~~515~~058		2035,~~726~~415
Marketing and distribution expense		40,125		26,500
Offering costs		-		51,644
Incentive fee expense		32,508		-
Marketing and distribution expense		38,400		38,000
Accounting and administration fees		23,036		9,500
Incentive fee		42,204		-
Insurance expense		7,827		7,086
Accounting and administration fees		20,127		9,500
Custody and transfer agent expense		10,202		4,785
Insurance expense		7,827		9,586
Organizational expenses		-		6,000
Custody and transfer agent expense		10,656		1,374
Other expenses		16,415		24,719
Organizational expenses		-		(64,630	)
Reimbursement from advisor		-		(6,000	)
Other expenses		38,502		18,712
	$	450,227	$	282,233
Recoupment by Adviser of previously reimbursed expenses		38,394		-
Reimbursement from Adviser		-		(8,583	)
	$	563,309	$	215,009

Professional fees

The Fund’s professional fees primarily relate to auditing, legal, and valuation services. For the three months ended ~~September~~December 3031, 2023 and 2022, the Fund incurred professional fees of $~~139~~195,~~119~~571 and $~~146~~93,~~917~~991, respectively. The significant increase year-over-year was due to the increased scope of the Fund’s service providers. During the three months ended December 31, 2023, the Fund incurred significantly higher legal expenses due to the complex nature of structuring preferred equity deals. These expenses were offset, however, by the fee income received from the operators of the preferred equity deals.

Directors and Officers Expense

The directors and officers expenses are fees for services related to attending periodic board and committee meetings. For the three months ended ~~September~~December 3031, 2023 and 2022, the Fund incurred directors and officers costs of $7444,~~480~~570 and $4230,000, respectively.

Management Fee

Under the Investment Advisory Agreement, the Adviser is entitled to a Management Fee, calculated and payable monthly in arrears, at the annual rate of 1.25% of the Fund’s average daily Targeted Assets during such period. For the three months ended ~~September~~December 3031, 2023 and 2022, the Fund incurred management fees of $~~106~~127,~~515~~058 and $2035,~~726~~415, respectively.

1517

Offering Costs

The offering costs consist primarily of legal fees for preparing the prospectus and statement of additional information in connection with the Fund’s registration and public offering. Since the Fund’s shares were offered through a continuous offering, the offering costs were deferred and amortized over the 12 months beginning with the first sale of shares in July 2022. For the three months ended December 31, 2023 and 2022, the Fund amortized offering costs of $0 and $51,644, respectively.

Marketing and Distribution Fees

The marketing and distribution fees include expenses related to investments and prospective investments, brokers’ commissions, as well as expenses for the marketing and advertising of the Fund in compliance with SEC rules and regulations. For the three months ended ~~September~~December 3031, 2023 and 2022, the Fund had marketing and distribution costs of $4038,~~125~~400 and $2638,~~500~~000, respectively.

Incentive Fee ~~Expense~~

Incentive fee expense represents fees related to the incentive fee owed to the Adviser, as noted in the Fund’s Investment Advisory Agreement. The Fund is to accrue, but not pay, this amount to the Adviser as the balance related to unrealized appreciation of the Fund’s investments. For the three months ended ~~September~~December 3031, 2023, the Fund had incentive fee ~~expenses~~expense of $3242,~~508~~204.

Accounting and Administrative Fees

Accounting and administrative fees represent services provided by a third-party to perform accounting and administration of the Fund. For the three months ended ~~September~~December 3031, 2023 and 2022, the Fund incurred accounting and administrative expenses of $2320,~~036~~127 and $9,500, respectively.

Insurance Expense

Insurance expense represents fees related to the E&O/D&O insurance policy that the Fund has in place. For the three months ended ~~September~~December 3031, 2023 and 2022, the Fund had insurance expenses of $7,827 and $79,~~086~~586, respectively.

Custody and Transfer Agent Expense

The custody and transfer agent expenses represent fees for services provided by a third-party organization. For the three months ended ~~September~~December 3031, 2023 and 2022, the Fund had custody and transfer agent fees of $10,~~202~~656 and $41,~~785~~374, respectively.

Organizational expenses

Organizational fees represent costs that were incurred to form the Fund. For the three months ended ~~September~~December 3031, 2023 and 2022, the Fund had organizational fees of $0 and $6(64,~~000~~630), respectively. The reason 2022 saw a negative balance was due to the fact that the Adviser paid all organizational expenses and offering costs prior to the Fund reaching $20.0 million in subscriptions. Upon reaching the $20.0 million threshold, the Fund began to reimburse the Adviser for these expenses.

Other Expenses

Other expenses primarily include subscriptions and other miscellaneous general and administrative expenses incurred by the Fund. For the three months ended ~~September~~December 3031, 2023 and 2022, the Fund had other expenses of $1638,~~415~~502 and $2418,~~719~~712, respectively.

~~Reimbursement~~Recoupment ~~from~~by ~~Advisor~~Adviser of previously reimbursed expenses

~~Reimbursement~~Recoupment ~~from~~by ~~Advisor~~Adviser ~~primarily~~of ~~includes~~previously ~~organizational~~reimbursed ~~and~~expenses ~~offering~~consists of expenses that were ~~incurred~~originally ~~by the Fund but~~ paid by the ~~Advisor~~Adviser ~~prior~~and subject to reimbursement by the Fund ~~receiving~~upon achieving $20.0 million in subscriptions. For the three months ended ~~September~~December 3031, 2023 and 2022, the Fund had ~~reimbursement~~recoupment ~~from~~by ~~Advisor~~Adviser of $0previously reimbursed expenses of $38,394 and $(60,~~000),~~ respectively.

Reimbursement from Adviser

Reimbursement from Adviser primarily includes organizational and offering expenses that were incurred by the Fund but paid by the Adviser prior to the Fund receiving $20.0 million in subscriptions. For the three months ended December 31, 2023 and 2022, the Fund had reimbursement from Adviser of $0 and $(8,583), respectively.

Net Change In Unrealized Appreciation (depreciation)

During the quarter ended ~~September~~December 3031, 2023 and 2022, the Fund had net change in unrealized appreciation of $36211,~~559~~018 and $117,850, respectively. This came as a result of the ~~fair~~ value of ~~three~~several investments within the Fund being marked at fair value. When performing a fair value assessment of the investments, the Valuation Designee monitors industry cap rates, interest rates, performance of the underlying properties and investments in the Fund, net operating income at the property and fund levels, debt, and overall micro and macroeconomic trends. Each investment considers all factors of the Fair Value hierarchy. Key inputs in these valuations, as referenced in the footnotes to the financial statements, include capitalization rates, net operating income, and debt at the property levels.

Details regarding the investments, amounts, valuation methodologies, and results of the valuations can be found in the financial statements and footnotes in this Report.

1618

The composition of our operating expenses for the ~~six~~nine months ended ~~September~~December 3031, 2023 and 2022 were as follows:

	Six Months Ended September 30,
	Nine Months Ended December 31,
	2023		2022
Professional fees	$	~~291~~481,~~245~~915	$	~~146~~240,~~917~~909
Directors and officers expense		~~154~~199,~~452~~022		4272,000
Management fee		~~195~~322,~~159~~217		2056,~~726~~141
Offering costs		36,606		-73,213
Marketing and distribution expense		76115,~~750~~150		2664,500
Incentive fee expense		46,208		-
Incentive fee		88,412		-
Accounting and administration fees		4262,~~036~~163		919,~~500~~000
Insurance expense		1523,~~653~~480		1423,~~173~~759
Custody and transfer agent expense		1425,~~824~~480		46,~~830~~204
Organizational expenses		-		717,~~905~~275
Other expenses		3679,~~223~~625		2421,~~718~~861
Reimbursement from advisor		-		(71,905	)
Recoupment by Adviser of previously reimbursed expenses		38,394		-
	$	909,156	$	289,364
Reimbursement from adviser		-		(80,488	)
	$	1,472,464	$	504,374

Professional fees

The Fund’s professional fees primarily ~~relate~~ relate to auditing, legal, and valuation services. For the ~~six~~nine months ended ~~September~~December 3031, 2023 and 2022, the Fund incurred professional fees of $~~291~~481,~~245~~915 and $~~146~~240,~~917~~909, respectively. The significant increase was primarily driven by the expansion of services needed due to increase in the size of the Fund.

Directors and Officers Expense

The directors and officers expenses are fees for services related to attending periodic board and committee meetings along with financial and compliance services. For the ~~six~~nine months ended ~~September~~December 3031, 2023 and 2022, the Fund incurred directors and officers costs of $~~154~~199,~~452~~022 and $4272,000, respectively.

Management Fee

Under the Investment Advisory Agreement, the Adviser is entitled to a Management Fee, calculated and payable monthly in arrears, at the annual rate of 1.25% of the Fund’s average daily Targeted Assets during such period. For the ~~six~~nine months ended ~~September~~December 3031, 2023 and 2022, the Fund incurred management fees of $~~195~~322,~~159~~217 and $2056,~~726~~141, respectively.

Offering costs

The offering costs consist primarily of legal fees for preparing the prospectus and statement of additional information in connection with the Fund’s registration and public offering. Since the Fund’s shares were offered through a continuous offering, the offering costs were deferred and amortized over the 12 months beginning with the first sale of shares in July 2022. For the ~~six~~nine months ended ~~September~~December 3031, 2023 and 2022, the Fund expensed offering costs of $36,606 and $073,213, respectively.

Marketing and Distribution Fees

The marketing and distribution fees include expenses related to investments and prospective investments, brokers’ commissions, as well as expenses for the marketing and advertising of the Fund. For the ~~six~~ nine months ended ~~September~~December 3031, 2023 and 2022, the Fund had marketing and distribution costs of $76115,~~750~~150 and $2664,500, respectively. The increase is primarily driven by increased marketing presence to accredited investor platforms in an effort to increase the size of the Fund.

Incentive Fee ~~Expense~~

Incentive fee expense represents fees related to the incentive fee ~~owed~~ owed to the Adviser, as noted in the Fund’s Investment Advisory Agreement. The Fund is to accrue, but not pay, this amount to the Adviser as the balance related to unrealized appreciation of the Fund’s investments. For the ~~six~~nine months ended ~~September~~December 3031, 2023 and 2022, the Fund had incentive fee expenses of $4688,~~208~~412 and $0, respectively.

Accounting and Administrative Fees

Accounting and administrative fees represent services provided by a third-party to perform accounting and administration of the Fund. For the ~~six~~nine months ended ~~September~~December 3031, 2023 and 2022, the Fund incurred accounting and administrative expenses of $4262,~~036~~163 and $919,~~500~~000, respectively.

Insurance Expense

Insurance expense represents fees related to the E&O/D&O insurance policy that the Fund has in place. For the ~~six~~nine months ended ~~September~~December 3031, 2023 and 2022, the Fund had insurance expenses of $1523,~~653~~480 and $1423,~~173~~759, respectively.

Custody and Transfer Agent Expense

The custody and transfer agent expenses represent fees for services provided by a third-party organization. For the ~~six~~nine months ended ~~September~~December 3031, 2023 and 2022, the Fund had custody and transfer agent fees of $1425,~~824~~480 and $46,~~830~~204, respectively.

Organizational expenses

Organizational ~~fees~~expenses represent costs that were incurred to form ~~the~~ the Fund. For the ~~six~~nine months ended ~~September~~December 3031, 2023 and 2022, the Fund had organizational ~~fees~~expenses of $0 and $717,~~905~~275, respectively.

Other Expenses

Other expenses primarily include subscriptions and other miscellaneous general and administrative expenses incurred by the Fund. For the ~~six~~nine months ended ~~September~~December 3031, 2023 and 2022, the Fund had other expenses of $3679,~~223~~625 and $2421,~~718~~861, respectively.

~~Reimbursement~~Recoupment ~~from~~by ~~Advisor~~Adviser of previously reimbursed expenses

~~Reimbursement~~Recoupment ~~from~~by ~~Advisor~~Adviser ~~primarily~~of ~~includes~~previously ~~organizational~~reimbursed ~~and~~expenses ~~offering~~consists of expenses that were ~~incurred~~originally ~~by the Fund but~~ paid by the ~~Advisor~~Adviser ~~prior~~and subject to reimbursement by the Fund ~~receiving~~upon achieving $20.0 million in subscriptions. For the ~~six~~ nine months ended ~~September~~December 3031, 2023 and 2022, the Fund had ~~reimbursement~~recoupment ~~from~~by ~~Advisor~~Adviser of $0previously reimbursed expenses of $38,394 and $~~(71~~0,~~905),~~ respectively.

Reimbursement from Adviser

Reimbursement from Adviser primarily includes organizational and offering expenses that were incurred by the Fund but paid by the Adviser prior to the Fund receiving $20.0 million in subscriptions. For the nine months ended December 31, 2023 and 2022, the Fund had reimbursement from Adviser of $0 and $(80,488), respectively.

Net Change In Unrealized Appreciation (depreciation)

During the nine months ended December 31, 2023 and 2022, the Fund had net change in unrealized appreciation of $422,059 and $117,850, respectively. This came as a result of the fair market value of several investments within the Fund being adjusted as of the reporting date. When performing a fair value assessment of the investments, the Valuation Designee monitors industry cap rates, interest rates, performance of the underlying properties and investments in the Fund, net operating income at the property and fund levels, debt, and overall micro and macroeconomic trends. Each investment considers all factors of the Fair Value hierarchy. Key inputs in these valuations, as referenced in the footnotes to the financial statements, include capitalization rates, net operating income, and debt at the property levels.

Financial Condition, Liquidity, and Capital Resources

As of ~~September~~December 3031, 2023, the Fund had $38.2012 million in short-term investments. The investments are liquidated into cash for investing and general corporate purposes at the discretion of management. We believe we have adequate capital resources to meet our liquidity needs.

The Fund’s cash used in operating activities was $1521.2213 million and $817.5120 million for the ~~six~~nine months ended ~~September~~December 3031, 2023 and 2022 respectively, and the Fund’s cash provided by financing activities was $1521.1708 million and $1118.6657 for the same periods. The Fund’s operating activities used cash primarily for the Fund’s investment activities and the Fund’s financing activities provided cash primarily due to proceeds of $1521.6489 million from shares issued.

During the ~~six~~nine months ended ~~September~~December 3031, 2023, the Fund closed offerings at the beginning of each calendar month, raising $1521.6489 million in cash that was available for the Adviser to invest in qualified investments. The Fund intends to continue to invest available capital in accordance with its investment strategy. The Adviser believes that the Fund has adequate liquid assets to meet any and all obligations that arise while continuing to make opportunistic investments.

Equity

The Fund officially began accepting capital contributions on July 1, 2022. From inception to ~~September~~December 3031, 2023, the Fund has received total capital contributions of $4350.9116 million in equity, and the Adviser anticipates this number to continue growing for the foreseeable future.

The Fund has made distributions of $~~767,345 as a return on capital~~1.34 million to investors during the ~~six~~nine months ended ~~September~~December 3031, 2023. Cash available for distributions was generated from the Fund’s underlying investments. These distributions are at the sole discretion of the Adviser.

The Fund accepted additional subscriptions of $21,~~675~~887,~~000~~522 and $13,~~875~~085,000 on ~~October~~January 1, ~~2023~~2024 and ~~November~~February 1, ~~2023~~2024, respectively. The Fund distributed additional cash of $~~156~~219,~~515~~361 as a return on capital to investors on ~~October~~January 2322, ~~2023~~ 2024.

Critical Accounting Policies and Estimates

The preparation of these financial statements, in accordance with U.S. GAAP, requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, income, and expenses. Changes in the economic environment, financial markets, and other parameters used in determining such estimates could cause actual results to differ materially.

The Fund’s critical accounting policies and estimates are as follows:

Investment Valuations

The valuation of the Fund’s investments is determined as of ~~the~~ the close of business at the end of each reporting period, generally quarterly. The board of trustees (the “Board”) is responsible for overseeing the Fund’s valuation policies, making recommendations to the Adviser on valuation-related matters, and overseeing implementation by the Adviser of such valuation policies.

The board of trustees (the “Board”) is responsible for overseeing the Fund’s valuation policies, making recommendations to the Adviser on valuation-related matters, and overseeing implementation by the Adviser of such valuation policies.21

The Board has delegated day-to-day management of the valuation process to the Adviser as the appointed valuation designee (“Valuation Designee”). The Adviser has established a valuation committee (the “Adviser Valuation Committee”) to carry out this function. The Valuation Designee is subject to the oversight of the Board. The Valuation Designee is responsible for assessing and managing key valuation risk, and is generally responsible for the review, approval and testing of valuation methodologies and the determination of the fair value of the Fund’s investments.

The Fund applies FASB ASC 820, Fair Value Measurement (“ASC 820”), as amended, which establishes a framework for measuring fair value in accordance with U.S. GAAP and requires disclosures of fair value measurements. ASC 820 determines fair value to be the price that would be received for an investment in a current sale, which assumes an orderly transaction between market participants on the measurement date. Market participants are defined as buyers and sellers in the principal or most advantageous market (which may be a hypothetical market) that are independent, knowledgeable, and willing and able to transact. ASC 820 specifies a fair value hierarchy that prioritizes and ranks the level of observability of inputs used in determination of fair value.

The inputs used to determine the fair value of the Fund’s investments are summarized in the three broad levels listed in the fair value hierarchy below:

Level 3—investments with significant unobservable inputs (which may include the Fund’s own assumptions in determining the fair value of investments)

A financial instrument’s categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. Excluding the Fund’s Level 1 short-term investments in overnight accounts, all of the Fund’s investments are classified as Level 3.

1922

Item 3. Quantitative and Qualitative Disclosures About Market Risk

The Fund is subject to financial market risks, including changes in interest rates. Interest rate sensitivity refers to the change in the Fund’s earnings that may result from changes in the level of interest rates. Because the Fund expects to fund a portion of its investments with borrowings, its net investment income is expected to be affected by the difference between the rate at which the Fund invests and the rate at which it borrows. As a result, there can be no assurance that a significant change in market interest rates will not have a material adverse effect on the Fund’s net investment income.

Item 4. Controls and Procedures

Management’s Evaluation of our Disclosure Controls and Procedures

The Fund’s management, under the direction, supervision, and involvement of the Chief Executive Officer and Chief Financial Officer, has carried out an evaluation, as of the end of the period covered by this report, of the effectiveness of the design and operation of the disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”)) of the Fund. Based on this evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that disclosure controls and procedures in place at the Fund are effective to ensure that information required to be disclosed in the Fund’s Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission rules and forms, and that such information is accumulated and communicated to the Fund’s management to allow timely decisions regarding required disclosure based closely on the definition of “disclosure controls and procedures” in Rule 13a-15(e)and 15d-15(e) under the Exchange Act.

Changes in Internal Control over Financial Reporting

No changes to our internal control over financial reporting occurred during the quarter ended ~~September~~December 3031, 2023, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act).

2023

PART II: OTHER INFORMATION

Item 1. Legal Proceedings

Neither the Fund nor the Investment Adviser or Administrator is currently subject to any material legal proceedings, nor, to the Fund’s knowledge, is any material legal proceeding threatened against the Fund, or against the Investment Adviser or Administrator.

From time to time, the Fund, the Investment Adviser, or the Administrator may be a party to certain legal proceedings in the ordinary course of business, including proceedings relating to the enforcement of the Fund’s rights under contracts with the Fund’s portfolio companies. While the outcome of these legal proceedings cannot be predicted with certainty, the Fund does not expect that these proceedings will have a material effect upon the Fund’s financial condition or results of operations.

Item 1A. Risk Factors

In addition to the other information set forth in this Quarterly Report, you should carefully consider the risk factors previously disclosed under Item 1A of the fund’s Form 10-K (File No. 000-56432), which could materially affect our business, financial condition and/or operating results. The risks described in the Form 10-K are not the only risks facing us. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial may also materially and adversely affect our business, financial condition and/or operating results.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

On ~~July~~October 1, ~~August~~November 1, and ~~September~~December 1, 2023, the Fund sold $~~519~~2,675,000, $~~888~~1,~~783~~875, 000, and $31,~~330~~699,000, respectively, aggregating approximately $46.7425 million of unregistered common shares of beneficial interest to accredited investors. For the period from ~~July~~October 1, 2023, through ~~September~~December 3031, 2023, the Fund made investments in four different commercial real estate opportunities spread across various parts of the United States totaling approximately $74.0071 million. See the Financial Statements and Management’s Discussion and Analysis of Financial Condition and Results of Operations sections for more detailed information.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

None.

2124

Item 6. Exhibits and Financial Statement Schedules

Exhibit Index

Exhibit Index

3.1		Amended and Restated Agreement and Declaration of Trust (filed as Exhibit 3.01 to the Fund’s Form 10-K filed on June 29th, 2023 and incorporated herein by reference).

3.2		Bylaws (filed as Exhibit 3.2 to the Fund’s Registration Statement on Form 10 filed on May 3, 2022 and incorporated herein by reference).

31.1*		Certification of Chief Executive Officer, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2*		Certification of Chief Financial Officer, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1+		Certification of Chief Executive Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2+		Certification of Chief Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

3.1		Amended and Restated Agreement and Declaration of Trust (filed as Exhibit 3.01 to the Fund’s Form 10-K filed on June 29th, 2023 and incorporated herein by reference).
3.2		Bylaws (filed as Exhibit 3.2 to the Fund’s Registration Statement on Form 10 filed on May 3, 2022 and incorporated herein by reference).
31.1*		Certification of Chief Executive Officer, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*		Certification of Chief Financial Officer, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1+		Certification of Chief Executive Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2+		Certification of Chief Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS		Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document
101.SCH		Inline XBRL Taxonomy Extension Schema Document
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

Filed herewith

This exhibit shall not be deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liability of that Section. Such exhibit shall not be deemed incorporated into any filing under the Securities Act or the Exchange Act.

2225

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	Wellings Real Estate Income Fund
Date: November 13, 2023	/s/ Paul T. Moore
Date: February 13, 2024	/s/ Paul T. Moore
	Paul T. Moore
	Chief Executive Officer

Date: November 13, 2023	/s/ Benjamin P. Kahle
Date: February 13, 2024	/s/ Benjamin P. Kahle
	Benjamin P. Kahle
	Chief Financial Officer

2326

Filing Compare · Wellings Real Estate Income Fund