UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): May ~~October 3~~1, ~~2023~~2024

Wellings Real Estate Income Fund

(Exact Name of Registrant as Specified in Its Charter)

Delaware		000-56432		88-6163167
(State of other jurisdiction of incorporation or organization)		(Commission File Number)		(I.R.S. Employer Identification No.)

14805 Forest Road, Suite 203

Forest, VA 24551

(Address of principal executive offices)

800-844-2188

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report.)

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

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
N/A		N/A		N/A

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

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. ☐

Item 51.0201. ~~Departure~~Entry ofinto ~~Directors~~a orMaterial ~~Certain~~Definitive ~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.~~Agreement

On May 1, 2024, Wellings Real Estate Income Fund (cthe “Company”) ~~Departure~~renewed its Investment Advisory Agreement (the “Advisory Agreement”) with its external investment adviser, Wellings Capital Management, LLC (the “Adviser”). The Advisory Agreement has a one-year term and may be continued thereafter for successive one-year periods if such continuance is approved in the manner provided under Section 15 of ~~Director;~~the ~~Election~~Investment Company Act of ~~Directors~~1940. The renewal of the Advisory Agreement extends its respective term through May 1, 2025.

~~On October~~The 3,Company’s ~~2023,~~Board ~~Nathan~~of D.Trustees ~~Goad notified Wellings Real Estate Income Fund~~ (the “~~Company~~Board”) approved ofthe ~~his~~renewal ~~resignation~~of as the ~~member~~ ofAdvisory ~~the~~Agreement ~~Board~~at ofa ~~Trustees~~meeting byheld ~~signed~~on ~~written~~May ~~instrument~~1, 2024. ~~The~~In ~~Company~~its ~~unanimously~~consideration ~~approved~~ of the ~~resignation~~Advisory ~~via~~Agreement, ~~written~~the ~~consent.~~Board Onfocused ~~October~~on 3,information ~~2023~~it had received relating to, ~~upon~~among aother ~~vacancy~~things: the reasonableness of the ~~Board~~advisory offee ~~Trustees~~(including ~~pursuant~~the toincentive fee), ~~Nathan~~the D.experience ~~Goad~~of the Adviser’s ~~resignation~~personnel, the ~~Company~~potential ~~appointed~~for ~~Aaron B.~~additional ~~Moatz~~attractive asinvestments aresulting ~~member~~from ofsynergies ~~the~~with other ~~Board~~funds ofto ~~Trustees~~be managed by ~~written~~the ~~consent~~Adviser, ~~signed~~and bypotential asavings ~~majority~~due to economies of ~~trustees~~scale. The Board ofconsidered ~~Trustees~~the ~~determined~~investment ~~Aaron~~advisory B.and ~~Moatz~~incentive asfees ~~being~~under ~~qualified~~the ~~for~~Amended Advisory Agreement and the ~~role~~administrative offees ~~Trustee~~under asthe ~~described~~Administration inAgreement ~~Articles~~(the II“Fees”) and information on fees charged by other investment advisers and ~~III~~administrators offor ~~the~~comparable ~~Company’s~~services ~~Declaration~~and ofdetermined ~~Trust,~~that the Fees ~~and~~were asreasonable ~~being~~in ~~disinterested~~relation ~~under~~to the ~~Investment~~services ~~Company~~to ~~act~~be ofprovided ~~1940~~by the Adviser.

~~Mr. Moatz~~The ~~has~~foregoing 20description ~~years~~ of ~~experience in~~ the ~~capital~~Advisory ~~markets~~Agreement ~~and~~does ~~securities~~not ~~industry and has a proven track record of managing and scaling~~purport ~~large~~to ~~portfolios.~~be Hecomplete worked for three years at Susquehanna International Group in a proprietary trading group, managing a market-neutral portfolio of stocks. After Susquehanna, Mr. Moatz spent 12 years at Citadel LLC, where he was a partner of the firm in the Global Equities division. At Citadel, he focused on technology and service-related equities and managed a portfolio within a team that deployed several billion dollars of capital. After Citadel, Mr. Moatz was a co-founding partner at Woodline Partners when it launched in 2019. Woodline Partners is aqualified ~~market-neutral hedge fund that currently manages over $7 billion~~ in ~~assets.~~its Atentirety ~~the~~by ~~beginning~~reference ~~of 2023, Mr. Moatz transitioned~~ to ~~start~~the afull ~~multi-family~~text ~~office~~of ~~with a focus on investing in uncorrelated and alternative investments. He previously served on~~ the ~~Leadership Council~~Advisory ~~of Tipping Point Community~~Agreement, awhich ~~nonprofit~~is ~~organization~~attached inhereto ~~San Francisco. Mr. Moatz will serve~~ as ~~the Chairman of the Audit Committee~~Exhibit ~~and as a member of the Investment Committee for Wellings Real Estate Income Fund~~10.1 ~~He holds a B.A. from Middlebury College, where he majored in Economics,~~ and ~~currently~~qualified ~~resides~~ in ~~Aspen,~~its ~~CO.~~entirety ~~Mr.~~herein ~~Moatz~~by ~~is 45 years old~~reference.

~~SIGNATURE~~Item 9.01 Financial Statements and Exhibits

~~Pursuant to~~(d) ~~the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.~~Exhibits

Dated: October 6, 2023

Exhibit No.		Description
10.1		Investment Advisory Agreement dated as of May 2, 2022 (previously filed as an exhibit to the Company’s Annual Report on Form 10-K (File No. 000-56432) filed on June 29, 2023, and incorporated herein by reference).

~~Wellings Real Estate Income Fund /s/ Paul T. Moore Paul T. Moore Chief Executive Officer~~1

SIGNATURE

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

Dated: May 3, 2024

	Wellings Real Estate Income Fund

	/s/ Paul T. Moore
	Paul T. Moore
	Chief Executive Officer

Filing Compare · Wellings Real Estate Income Fund