Material Agreement (Form 8-K)

Item 1.01. Entry into a Material Definitive Agreement

On April 30, 2025, Wellings Real Estate Income Fund (the "Company") 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 the Investment Company Act of 1940. The renewal of the Advisory Agreement extends its respective term for up to 160 days.

The Company's Board of Trustees (the "Board") approved the renewal of the Advisory Agreement at a meeting held on April 30, 2025. In its consideration of the Advisory Agreement, the Board focused on information it had received relating to, among other things: the reasonableness of the advisory fee (including the incentive fee), the experience of the Adviser's personnel, the potential for additional attractive investments resulting from synergies with other funds to be managed by the Adviser, and potential savings due to economies of scale. The Board considered the investment advisory and incentive fees under the Amended Advisory Agreement and the administrative fees under the Administration Agreement (the "Fees") and information on fees charged by other investment advisers and administrators for comparable services and determined that the Fees were reasonable in relation to the services to be provided by the Adviser.

The foregoing description of the Advisory Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Advisory Agreement, which is attached hereto as Exhibit 10.1 and qualified in its entirety herein by reference.