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 ~~December~~June 3130, ~~2023~~2024

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

For the transition period 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
Item 1.	Financial Statements	1	1
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	15	17
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	23	23
Item 4.	Controls and Procedures	23	23
PART II OTHER INFORMATION			24
Item 1.	Legal Proceedings	24	24
Item 1A.	Risk Factors	24	24
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	24	24
Item 3.	Defaults Upon Senior Securities	24	24
Item 4.	Mine Safety Disclosures	24	24
Item 5.	Other Information	24	24
Item 6.	Exhibits	25	25

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 Wellings Capital Management, LLC (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~~ assumptions on which these forward-looking statements are based 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

	December 31, 2023		March 31,
	June 30,
	(unaudited)		2023
	2024		March 31,
	(unaudited)		2024
ASSETS
Non-Control/Non-Affiliate Investments, at fair value (cost $11,500,000 and $9,500,000, respectively)	$	11,812,418	$	9,574,000
Non-Control/Non-Affiliate Investments, at fair value (cost $11,500,000 and $11,500,000, respectively)	$	11,876,068	$	11,876,068
Non-Control/Affiliate Investments, at fair value (cost $13,366,959 and $9,450,000, respectively)		13,665,450		9,602,850
Non-Control/Affiliate Investments, at fair value (cost $14,049,904 and $13,366,959, respectively)		14,716,932		14,004,486
Control Investments, at fair value (cost $17,588,107 and $5,500,000, respectively)		17,646,107		5,500,000
Control Investments, at fair value (cost $23,754,555 and $23,040,255, respectively)		25,744,745		25,030,445
Short-Term Investments, at fair value (cost $8,120,872 and $3,326,294, respectively)		8,120,872		3,326,294
Short-Term Investments, at fair value (cost $12,893,492 and $9,315,090, respectively)		12,893,492		9,315,090
Total Investments, at fair value (cost $50,575,938 and $27,776,294, respectively)		51,244,847		28,003,144
Total Investments, at fair value (cost $62,197,951 and $57,222,304, respectively)		65,231,237		60,226,089
Cash		-		45,000
Receivable from Adviser for reimbursement of organizational expense and offering costs		-		47,451
Receivable from Adviser for reimbursement of organizational expense and offering costs		92,451		130,844
Other assets		19,517		-
Deferred offering costs		-		36,606
TOTAL ASSETS		65,250,754		60,273,540
Other assets		7,826		-
TOTAL ASSETS		51,345,124		28,215,594
LIABILITIES
Payable to Adviser		~~92,451~~-		~~223~~47,~~476~~451
Incentive fee payable		~~133~~606,~~782~~657		45600,~~370~~757
Professional fees payable		~~174~~244,~~083~~679		~~110~~213,~~441~~556
Directors and officers expense payable		3523,~~570~~645		514,~~000~~020
Distributions received in advance		780,353		-
Fee income received in advance		115,769		-
Other payables		81,996		18,550
Distributions received in advance		205,414		317,784
TOTAL LIABILITIES		1,298,235		402,837
Other payables		62,807		62,482
TOTAL NET ASSETS	$	50,046,889	$	27,812,757
TOTAL LIABILITIES		1,258,971		1,256,050
TOTAL NET ASSETS	$	63,991,783	$	59,017,490
COMMITMENTS AND CONTINGENCIES (NOTE 4)
NET ASSETS CONSIST OF:
Paid-in capital	$	4959,~~171~~691,~~833~~546	$	2855,~~090~~306,~~282~~491
Accumulated distributable gain (loss)		875,056		(277,525	)
Accumulated distributable gain		4,300,237		3,710,999
TOTAL NET ASSETS	$	5063,~~046~~991,~~889~~783	$	2759,~~812~~017,~~757~~490
SHARES ISSUED AND OUTSTANDING (Unlimited number of Shares authorized)		5062,~~759~~742		2857,~~339~~585
NET ASSET VALUE PER SHARE	$	~~985~~1,019.9692	$	~~981~~1,024.4387

See accompanying notes to unaudited financial statements

WELLINGS REAL ESTATE INCOME FUND

SCHEDULE OF INVESTMENTS

AS OF ~~DECEMBER~~JUNE 3130, ~~2023~~ 2024

(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)*

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

Common Equity, Limited Partner Interests

Multifamily

United States

12/2/2022

3,000,000

32,~~001~~990,~~118~~768

64.0068

Post Bellaire Partners LLC (3)(4)

Common Equity, Membership Interests

Multifamily

United States

9/14/2022

537,593

~~549~~553,~~500~~000

10.1086

Post Las Colinas Heights Partners LLC (3)

Common Equity, Membership Interests

Multifamily

United States

3/1/2023

585,000

617,700

10.2397

Post Providence Partners LLC (3)(4)

Common Equity, Membership Interests

Multifamily

United States

9/14/2022

462,407

~~479~~501,~~500~~000

0.9678

Post Oak Forest Partners LLC (3)

Common Equity, Membership Interests

Multifamily

United States

3/1/2023

915,000

954,600

1.9049

Post TX I Partners LLC (3)(4)

Common Equity, Membership Interests

Multifamily

United States

8/29/2023

750,000

~~750~~799,000

1.5025

Riparian Baltimore SFR Investors I LLC (3)*

Preferred Equity, Membership Interests

Single Family

United States

3/21/2023

5,000,000

5,100,000

107.1997

Common Equity, Membership Interests

Single Family

United States

3/21/2023

250,000

360,000

0.7256

Total Non-Control/Non-Affiliate Investments

11,500,000

11,~~812~~876,~~418~~068

2318.6056

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

43,~~047~~953,~~500~~800

86.0918

Newark-Forest MHPS LLC (3)

Common Equity, Membership Interests

Manufactured Housing Community

United States

11/8/2022

640,000

~~650~~680,~~500~~000

1.3006

LBX Deptford Investors LLC (3)(4)

Common Equity, Membership Interests

Retail

United States

12/13/2022

750,000

770,000

1.5420

LBX Fashion Square Investors LLC (3)(4)

Common Equity, Membership Interests

Retail

United States

5/2/2023

750,000

775,900

1.5521

LBX Fair Oaks Investors LLC (3)(4)

Common Equity, Membership Interests

Retail

United States

5/2/2023

1,000,000

1,108,800

21.2173

LBX Manchester Investors LLC (3)(4)

Common Equity, Membership Interests

Retail

United States

5/1/2023

633,859

661,700

1.3204

LBX Mount Prospect Investors LLC (3)(4)

Common Equity, Membership Interests

Retail

United States

8/11/2022

760,000

740,000

1.4816

Post Sandstone Partners LLC (3)(4)

Common Equity, Membership Interests

Multifamily

United States

10/24/2022

700,000

~~735~~813,000

1.4727

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

PR Estates JV LLC (3)(4)

Preferred Equity, Membership Interests

Multifamily

United States

125/156/~~2023~~2024

1327,~~533,100~~871

30.0651

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

SCC Flint River Holdings, LP (3)(4)(6)

Common Equity, Limited Partner Interests

Light Industrial

United States

7/20/2022

2,600,000

2,642,950

5.28

Preferred Equity, Membership Interests

Multifamily

United States

12/15/2023

1,888,174

2,093,313

3.27

Total Non-Control/Affiliate Investments

13,366,959

13,665,450

27.30

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

2,792,548

4.37

Total Non-Control/Affiliate Investments

14,049,904

14,716,932

23.00

Control Investments (2)

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

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

912,500,000

914,~~558~~034,000

1921.1093

Fairbridge Credit LLC (3)(4)*

Fairbridge Credit LLC (3)(4)(7)*

Preferred Equity

Multifamily

United States

8/21/2023

5,000,000

97.9981

Fairbridge Grand Hampton LLC (3)(4)*

Preferred Equity

Multifamily

United States

5/19/2023

3,~~088~~484,~~107~~278

3,~~088~~940,~~107~~468

6.1716

Total Control Investments

17,588,107

17,646,107

35.26

Madison Terrace Group LLC (3)(4)(8)

Preferred Equity

Multifamily

United States

3/7/2024

2,770,277

4.33

Total Control Investments

23,754,555

25,744,745

40.23

Short-Term Investments

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

Fidelity U.S. Government Money Market Portfolio Fund (9)

Institutional Class

United States

126/3130/~~2023~~2024

812,~~120~~893,~~872~~492

1620.2315

Total Short-Term Investments

812,~~120~~893,~~872~~492

1620.2315

Total Investments

5062,~~575~~197,~~938~~951

5165,~~244~~231,~~847~~237

~~102~~101.3994

Liabilities in Excess of Other Assets

(1,~~197~~123,~~958~~685

)

(21.3994

)

Net Assets

5063,~~046~~991,~~889~~783

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 portfolio companies in which the Fund owns more than 25% of the portfolio company'’s capital and/or has the power to exercise control over the management or policies of the portfolio company. Affiliate Investments generally are defined by the 1940 Act as investments in portfolio companies in which the Fund owns between 5% and 25% of the portfolio company'’s capital.

(3) Investment is restricted as to resale. As of ~~December~~June 3130, ~~2023~~2024, the total cost and fair value of investments subject to restrictions on sales was $4249,~~455~~304,~~066~~459 and $4352,~~123~~337,~~975~~745, respectively, representing 8681.178% of the Fund'’s net assets.

(4)

Income producing.

(5) Included in the above, as of ~~December~~June 3130, ~~2023~~2024, Crystal View Capital Fund IV, L.P. held ~~eight~~twelve real estate assets comprised of Federal Storage, Mountain Vista Storage, Speedway Storage, Sales Road Storage, AAA Storage, Discount Mini Storage, Alice’s Attic, ~~and~~ Fairfield Manor, Clover Estates, OK Storage, Warwick and Royal MHC, and Pine Vista MHC. The Fund’s proportionate share of the acquisition amount including allocations made to goodwill of the assets was approximately $1,~~386~~149,~~637~~760, $~~447~~370,~~302~~890, $1,~~431~~186,~~367~~849, $1,~~431~~186,~~367~~849, $~~916~~759,~~075~~583, $~~827~~686,~~509~~147, $21,~~008~~665,~~387~~297, $21,~~236~~854,~~511~~451, $3,430,734, $927,225, $574,880, and $1,761,728, respectively.

(6) ~~5.25%~~Investment ~~seven-day~~is ~~annualized~~held ~~yield~~through asthe ofFund’s ~~December~~ownership 31interest in SCC Flint River JV, ~~2023~~LP, which in turn invests in SCC Flint River Holdings, LP.

*(7) Investment ~~represents~~is ~~more~~held ~~than~~through ~~5% of~~ the Fund'’s ~~net~~ownership ~~assets.~~interest ~~Nothing~~in ~~held~~Fairbridge atPE ~~these~~Member ~~underlying~~LLC, ~~investments~~which ~~represent~~in ~~more~~turn ~~than~~invests 5%in ofFairbridge ~~the~~Credit, ~~Fund's net assets~~LLC.

(8)

Investment is held through the Fund’s ownership interest in Madison Terrace JV LLC, which in turn invests in Madison Terrace Group, LLC

(9)

5.21% seven-day annualized yield as of June 30, 2024.

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~~2024

Initial

Geographic

Acquisition

Percent of

Portfolio Company/ 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)

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

Common Equity, Limited Partner Interests

Multifamily

United States

12/2/2022

3,000,000

32,~~045~~990,~~000~~768

105.9507

Post Bellaire Partners LLC (3)(4)

Common Equity, Membership Interests

Multifamily

United States

9/14/2022

537,593

~~549~~553,~~500~~000

10.9894

Post Las Colinas Heights Partners LLC (3)

Common Equity, Membership Interests

Multifamily

United States

3/1/2023

585,000

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

21.1005

Post Providence Partners LLC (3)(4)

Common Equity, Membership Interests

Multifamily

United States

9/14/2022

462,407

~~479~~501,~~500~~000

10.7285

Post Oak Forest Partners LLC (3)

Common Equity, Membership Interests

Multifamily

United States

3/1/2023

915,000

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

31.2962

Riparian Baltimore SFR Investors I LLC (3)

Post TX I Partners LLC (3)(4)

Preferred Equity, Membership Interests

Single Family

United States

3/21/2023

4,000,000

14.38

Common Equity, Membership Interests

Multifamily

United States

8/29/2023

750,000

799,000

1.34

Common Equity, Membership Interests

Single Family

United States

3/21/2023

Riparian Baltimore SFR Investors I LLC (3)*

Total Non-Control/Non-Affiliate Investments

9,500,000

9,574,000

34.42

Preferred Equity, Membership Interests

Single Family

United States

3/21/2023

5,000,000

5,100,000

8.64

Common Equity, Membership Interests

Single Family

United States

3/21/2023

250,000

360,000

0.61

Total Non-Control/Non-Affiliate Investments

11,500,000

11,876,068

20.12

Non-Control/Affiliate Investments (2)

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

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

Common Equity, Limited Partner Interests

Recreational Vehicle Parks

United States

7/1/2022

4,000,000

43,~~160~~953,~~950~~800

146.9670

Newark-Forest MHPS LLC (3)

Common Equity, Membership Interests

Manufactured Housing Community

United States

11/8/2022

640,000

~~640~~650,~~000~~500

21.3010

LBX Deptford Investors LLC (3)(4)

Common Equity, Membership Interests

Retail

United States

12/13/2022

750,000

~~750~~770,000

21.7031

LBX Fashion Square Investors LLC (3)(4)

Common Equity, Membership Interests

Retail

United States

5/2/2023

750,000

775,900

1.31

LBX Fair Oaks Investors LLC (3)(4)

Common Equity, Membership Interests

Retail

United States

5/2/2023

1,000,000

1,108,800

1.88

LBX Manchester Investors LLC (3)(4)

Common Equity, Membership Interests

Retail

United States

5/1/2023

633,859

661,700

1.12

LBX Mount Prospect Investors LLC (3)(4)

Common Equity, Membership Interests

Retail

United States

8/11/2022

760,000

~~760~~740,000

21.7325

Post Sandstone Partners LLC (3)(4)

Common Equity, Membership Interests

Multifamily

United States

10/24/2022

700,000

~~735~~813,000

21.6438

SCC Flint River Holdings, JV (3)(4)(7)

Preferred Equity, Membership Interests

Multifamily

United States

12/15/2023

1,533,100

1,738,238

2.95

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~~792,~~900~~548

94.1973

Total Non-Control/Affiliate Investments

913,~~450~~366,~~000~~959

914,~~602~~004,~~850~~486

3423.5273

Control Investments (2)

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

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

Common Equity, Limited Partner Interests

Self Storage & Manufactured Housing Community

United ~~Sates~~States

11/30/2022

512,500,000

514,~~500~~034,000

1923.78

Total Control Investments

5,500,000

19.78

Fairbridge Credit LLC (3)(4)(8)*

Preferred Equity

Multifamily

United States

8/21/2023

5,000,000

8.47

Fairbridge Grand Hampton LLC (3)(4)*

Preferred Equity

Multifamily

United States

5/19/2023

3,348,903

3,805,093

6.45

Madison Terrace Group LLC (3)(4)(9)

Preferred Equity

Multifamily

United States

3/7/2024

2,191,352

3.71

Total Control Investments

23,040,255

25,030,445

42.41

Short-Term Investments

Fidelity U.S. Government Money Market Portfolio Fund

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

Institutional Class

United States

3/31/~~2023~~2024

39,~~326~~315,~~294~~090

1115.9679

Total Short-Term Investments

39,~~326~~315,~~294~~090

1115.9679

Total Investments

2757,~~776~~222,~~294~~304

2860,~~003~~226,~~144~~089

~~100~~102.6805

Other Assets Less Liabilities

(190,387

)

(0.68

)

Liabilities in Excess of Other Assets

(1,208,599

)

(2.05

)

Net Assets

2759,~~812~~017,~~757~~490

100.00

(3) Investment is restricted as to resale. As of ~~Mach~~March 31, ~~2023~~2024, the total cost and fair value of investments subject to restrictions on sales was $2447,~~450~~907,~~000~~214 and $2450,~~676~~910,~~850~~999, respectively, representing 8886.7226% of the Fund'’s net assets.

(4)

Income producing.

(5) Included in the above, as of March 31, ~~2023~~2024, Crystal View Capital Fund IV, L.P. held ~~three~~nine real estate assets comprised of Federal Storage, ~~Mountain~~MountainVista ~~Vista~~Storage, Speedway Storage, ~~and~~Sales ~~Speedway~~Road Storage, AAA Storage, Discount Mini Storage, Alice’s Attic, Fairfield Manor, and Clover Estates. The Fund'’s proportionate share of the acquisition ~~amounts~~amount including allocations made to goodwill of ~~Federal~~the ~~Storage,~~assets ~~Mountain~~was ~~Vista~~approximately ~~Storage~~$1,448,717, ~~and~~$467,328, ~~Speedway~~$1,495,449, ~~Storage~~$1,495,449, ~~was~~$957,088, ~~approximately~~$864,557, $~~719~~2,~~000~~098,302, $2,~~228~~336,~~900~~640, and $24,~~300~~322,~~800~~783, respectively.

~~See~~(6) ~~accompanying~~5.21% ~~notes~~seven-day toannualized ~~unaudited~~yield ~~financial~~as ~~statements~~of March 31, 2024.

(7)

Investment is held through the Fund’s ownership interest in SCC Flint River JV, LP, which in turn invests in SCC Flint River Holdings, LP.

(8)

Investment is held through the Fund’s ownership interest in Fairbridge PE Member LLC, which in turn invests in Fairbridge Credit, LLC.

(9)

Investment is held through the Fund’s ownership interest in Madison Terrace JV LLC, which in turn invests in Madison Terrace Group, LLC

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 financial statements

WELLINGS REAL ESTATE INCOME FUND

STATEMENTS OF OPERATIONS

(~~Unaudited~~UNAUDITED)

	Three Months Ended						~~Nine Months Ended~~
	December 31,						December 31,
	June 30,
	2023			2022			2023		2022
	2024			2023
INCOME
Non-Control/Non-Affiliate Investments:
Fee income	$	-		$	5095,000		$	~~112,500~~	$	~~50,000~~
Dividend income		~~223~~244,~~404~~854			-94,199			~~531,942~~		-
Non-Control/Affiliate Investments:
Fee income		3516,~~000~~587			~~35,000~~-			~~35,000~~		~~35,000~~
Dividend income		~~134~~226,~~296~~168			2265,~~026~~117			~~310,720~~		~~22,026~~
Control Investments:
Fee income		~~67,500~~-			-35,319			~~228,698~~		-
Dividend income		~~357~~435,~~579~~997			-77,149			~~623,811~~		-
Interest income		86149,~~410~~596			3062,437			~~244,480~~		52
Other fee income		50,619			-			95,835		-
TOTAL INVESTMENT INCOME		1,073,202			429,221
TOTAL INVESTMENT INCOME		954,808			107,056			2,182,986		107,078
EXPENSES
EXPENSES
Management fee		157,290			88,643
Professional fees		~~195~~142,~~571~~870			93152,~~991~~125			~~481,915~~		~~240,909~~
Directors and officers expense		44,570			3079,~~000~~972			~~199,022~~		~~72,000~~
Management fee		127,058			35,415			322,217		56,141
Marketing and distribution expense		27,000			36,625
Offering costs		-			51,644			36,606		73,213
Accounting and administration fees		22,529			19,000
Marketing and distribution expense		38,400			38,000			115,150		64,500
Insurance expense		12,259			7,827
Incentive fee		42,204			-			88,412		-
Custody and transfer agent expense		6,743			4,622
Accounting and administration fees		20,127			9,500			62,163		19,000
Incentive fee		5,900			13,700
Insurance expense		7,827			9,586			23,480		23,759
Offering costs		-			36,606
Custody and transfer agent expense		10,656			1,374			25,480		6,204
Recoupment by Adviser of previously reimbursed expenses		47,451			-
Organizational expense		-			(64,630	)		-		7,275
Other expenses		46,853			19,808
Other expenses		38,502			18,712			79,625		21,861
TOTAL EXPENSES		513,465			458,928
TOTAL EXPENSES		524,915			223,592			1,434,070		584,862
NET INVESTMENT INCOME (LOSS)	$	559,737		$	(29,707	)
Recoupment by Adviser of previously reimbursed expenses		38,394			-			38,394		-
NET CHANGE IN UNREALIZED APPRECIATION ON:
Reimbursement from Adviser		-			(8,583	)		-		(80,488	)
Non-Control/Affiliate Investments		29,500			10,500
NET EXPENSES		563,309			215,009			1,472,464		504,374
Control Investments		-			58,000
NET INVESTMENT INCOME (LOSS)	$	391,499		$	(107,953	)	$	710,522	$	(397,296	)
TOTAL NET CHANGE IN UNREALIZED APPRECIATION		29,500			68,500
NET CHANGE IN UNREALIZED APPRECIATION (DEPRECIATION) ON:
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	589,237		$	38,793
Non-Control/Non-Affiliate Investments		238,418			-			238,418		-
Weighted average common Shares outstanding		61,852			35,141
Non-Control/Affiliate Investments		(27,400	)		117,850			145,641		117,850
Net investment income (loss) per common Share (basic and diluted) (1)	$	9.05		$	(0.85	)
Control Investments		-			-			58,000		-
Earnings per common Share (basic and diluted) (1)	$	9.53		$	1.10
TOTAL NET CHANGE IN UNREALIZED APPRECIATION		211,018			117,850			442,059		117,850
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS	$	602,517		$	9,897		$	1,152,581	$	(279,446	)
Weighted average common Shares outstanding		48,917			16,457			41,936		8,544
Net investment income (loss) per common Share (basic and diluted) (1)	$	8.00		$	(6.56	)	$	16.94	$	(46.50	)
Earnings (loss) per common Share (basic and diluted) (1)	$	12.32		$	(6.56	)	$	27.48	$	(46.50	)

(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~~UNAUDITED)

Three Months Ended

~~Nine Months Ended~~

December 31,

June 30,

2023

2022

2023

2022

2024

2023

INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS:

INCREASE IN NET ASSETS FROM OPERATIONS:

Net investment income (loss)

~~391~~559,~~499~~737

(~~107~~29,~~953~~707

)

~~710,522~~

~~(397,296~~

)

Net change in unrealized appreciation

~~211~~29,~~018~~500

~~117~~68,~~850~~500

~~442,059~~

~~117,850~~

NET INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS

602,517

9,897

1,152,581

(279,446

)

NET INCREASE IN NET ASSETS FROM OPERATIONS

589,237

38,793

DISTRIBUTIONS TO SHAREHOLDERS

(~~571~~771,~~374~~759

)

-(350,867

)

~~(1,338,719~~

)

CAPITAL TRANSACTIONS:

Proceeds from shares sold

64,~~249~~826,~~000~~500

610,~~962~~902,~~106~~991

~~21,889,773~~

~~18,617,806~~

Reinvestment of distributions

~~230~~330,~~816~~315

-130,777

~~530,497~~

NET INCREASE IN NET ASSETS RESULTING FROM CAPITAL TRANSACTIONS

65,~~479~~156,~~816~~815

611,~~962~~033,~~106~~768

~~22,420,270~~

~~18,617,806~~

NET INCREASE IN NET ASSETS

64,~~510~~974,~~959~~293

610,~~972~~721,~~003~~694

~~22,234,132~~

~~18,338,360~~

NET ASSETS:

Beginning of period

4359,~~535~~017,~~930~~490

1127,~~566~~812,~~357~~757

~~27,812,757~~

~~200,000~~

End of period

5063,~~046~~991,~~889~~783

1838,~~538~~534,~~360~~451

~~50,046,889~~

~~18,538,360~~

CAPITAL SHARE TRANSACTIONS:

Shares sold

64,~~249~~827

610,~~962~~903

~~21,890~~

~~18,618~~

Reinvestment of distributions

~~231~~330

-131

~~530~~

NET INCREASE IN SHARES RESULTING FROM CAPITAL SHARE TRANSACTIONS

65,~~480~~157

611,~~962~~034

~~22,420~~

~~18,618~~

Beginning of period

4457,~~279~~585

1128,~~856~~339

~~28,339~~

~~200~~

End of period

5062,~~759~~742

1839,~~818~~373

~~50,759~~

~~18,818~~

See accompanying notes to unaudited financial statements

WELLINGS REAL ESTATE INCOME FUND

STATEMENTS OF CASH FLOWS

(~~Unaudited~~UNAUDITED)

	Nine Months Ended
	Three Months Ended
	December 31,
	June 30,
	2023			2022
	2024			2023
CASH FLOWS FROM OPERATING ACTIVITIES
Net Increase (Decrease) in Net Assets Resulting from Operations	$	1,152,581		$	(279,446	)
Net Increase in Net Assets Resulting from Operations	$	589,237		$	38,793
Adjustments to Reconcile Net Increase (Decrease) in Net Assets from Operations to Net Cash Used in Operating Activities:
Adjustments to Reconcile Net Increase in Net Assets Resulting from Operations to Net Cash Used in Operating Activities:
Purchase of investments		(181,~~121~~397,~~207~~246	)		(166,~~950~~409,~~000~~440	)
Return of capital distribution from investments		116,141			-
Change in short-term investments, net		(3,578,402	)		(4,563,959	)
Change in short-term investments, net		(4,794,578	)		-
Net change in unrealized appreciation:
Net change in unrealized (appreciation) depreciation:
Non-Control/Affiliate Investments		(29,500	)		(10,500	)
Non-Control/Non-Affiliate Investments		(238,418	)		-
Control Investments		-			(58,000	)
Non-Control/Affiliate Investments		(145,641	)		(117,850	)
Amortization of deferred offering costs		-			36,606
Control Investments		(58,000	)		-
Increase in offering costs		-			(71,419	)
Amortization of deferred offering costs		36,606			73,213
Changes in Operating Assets and Liabilities:
(Increase)/decrease in receivable from Adviser for reimbursement of organizational expense and offering costs		38,393			(80,488	)
Decrease in receivable from Adviser for reimbursement of organizational expense and offering costs		47,451			-
Decrease/(increase) in other assets		(7,826	)		(7,086	)
Increase in other assets		(19,517	)		(23,480	)
Increase/(decrease) in payable to Adviser		(131,025	)		78,694
Decrease in payable to Adviser		(47,451	)		(56,026	)
Increase/(decrease) in professional fees payable		6331,~~642~~123			~~130~~(18,~~267~~928	)
Increase/(decrease) in incentive fee payable		88,412			-
Increase in incentive fee payable		5,900			13,700
Increase/(decrease) in directors and officers expense payable		30,570			12,000
Increase in directors and officers expense payable		9,625			28,000
Increase/(decrease) in distributions received in advance		780,353			-
Decrease in distributions received in advance		(112,370	)		-
Increase/(decrease) in other payables		63,446			8,893
Increase in fee income received in advance		115,769			-
Net Cash used in Operating Activities		(21,126,551	)		(17,203,222	)
Increase in other payables		325			295,333
Net Cash used in Operating Activities		(4,385,056	)		(10,727,901	)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from Shares sold		214,~~889~~826,~~773~~500			1810,~~567~~902,~~806~~991
Cash distributions paid, net of reinvestments		(~~808~~441,~~222~~444	)		-(220,090	)
Net Cash Provided by Financing Activities		214,~~081~~385,~~551~~056			1810,~~567~~682,~~806~~901
NET INCREASE (DECREASE) IN CASH		~~(45,000~~-	)		1(45,~~364,584~~000	)
CASH:
Beginning of Period		~~45,000~~-			~~200~~45,000
End of Period	$	-		$	~~1,564,584~~-
Supplemental Schedule of Non-cash Financing Activity:
Reinvestments of distributions	$	~~530~~330,~~497~~315		$	-130,777
Receivable for shares sold	$	-		$	50,000

See accompanying notes to unaudited financial statements

WELLINGS REAL ESTATE INCOME FUND

NOTES TO FINANCIAL STATEMENTS

AS OF ~~DECEMBER~~JUNE 3130, ~~2023~~2024

(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”) or limited liability company (“LLC”) 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 ~~December~~June 3130, ~~2023~~2024, the Fund had made ~~investments~~ investments totaling $4249,~~455~~304,~~066~~459 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~~has ~~continue~~fully toreimbursed ~~reimburse~~ the Adviser ~~during~~ ~~the~~as ~~next~~of ~~few~~quarter ~~operational~~ended ~~quarters~~June ~~until~~30, ~~the full reimbursement amount is paid~~2024. 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

The following is a summary of significant accounting policies consistently followed by the Fund in the preparation of its financial statements.

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 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 nine months ended December 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 December 31, 2023, the Fund holds no cash and short-term investments in the amount of $8,120,872. 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. 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 ~~financial~~statement of ~~statements~~assets and liabilities. Actual ~~amounts~~results could differ from those estimates ~~and such differences could be material~~.

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 June 30, 2024, the Fund holds no cash and short-term investments in the amount of $12,893,492. As of March 31, 2024, the Fund held no cash and short-term investments in the amount of $9,315,090.

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.

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~~Valuation ~~date~~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 ~~December~~June 3130, ~~2023~~ 2024. 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

2527,~~401~~322,~~650~~500

35,~~001~~783,~~118~~316

2833,~~402~~105,~~768~~816

Preferred Equity

1419,~~721~~231,~~207~~929

Short-Term Investments

812,~~120~~893,~~872~~492

Total Investments

812,~~120~~893,~~872~~492

4046,~~122~~554,~~857~~429

35,~~001~~783,~~118~~316

5165,~~244~~231,~~847~~237

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~~2024. ~~Investments~~ 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

1727,~~631~~293,~~850~~000

35,~~045~~783,~~000~~316

2033,~~676~~076,~~850~~316

Preferred Equity

417,~~000~~834,~~000~~683

Short-Term Investments

39,~~326~~315,~~294~~090

Total Investments

39,~~326~~315,~~294~~090

2145,~~631~~127,~~850~~683

35,~~045~~783,~~000~~316

2860,~~003~~226,~~144~~089

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~~ Company valuations. The Valuation Designee has adopted appropriate segregation protocols to minimize the Fund portfolio managers’ ~~influence~~ influence on the Adviser’s Fair Value process. The types of factors that the Investment Adviser will take into account in determining ~~fair~~ 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.

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 December 31, 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.

* 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~~Fund is permitted to invest in investments that may not have a ~~summary~~readily ofdeterminable ~~quantitative~~fair ~~information~~value. The Fund may use the NAV reported by the investment as a practical expedient, without ~~about~~further ~~significant~~adjustment, ~~unobservable~~unless ~~valuation~~it ~~inputs~~is ~~for~~probable ~~Level~~that 3the ~~fair~~investment will be sold at a value ~~measurements~~significantly ~~for~~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~~June 30, 2024 and March 31, ~~2023~~2024, are as follows:

Investment Type

Fair Value December 31, 2023

Valuation Methodologies

Unobservable Input

Input Range (Weighted Average)

Investment Category

Investment Strategy

Fair Value

Unfunded Commitments

Remaining Life*

Redemption Frequency*

Notice Period (in Days)*

Redemption Restrictions and Terms*

Common Equity

25,401,650

Cost

Transaction Price

N/A

Light Industrial

Targeting value-add investments with established companies

2,792,548

5-7 years

Non-redeemable

N/A

Income Approach / Discounted Cash Flow

Cost of Equity

12.5% - 26.6% (15.6%)

Multifamily

Equity in a fund that lends in first lien position on commercial real estate development

2,990,768

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.

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~~information issummarized ain ~~summary~~the oftable ~~quantitative~~above ~~information about~~represents ~~significant~~the ~~unobservable~~general ~~valuation~~terms ~~inputs~~ for ~~Level~~the 3specified ~~fair~~asset ~~value~~category. ~~measurements~~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 ~~held~~have the flexibility, as ofprovided ~~March~~for 31in their constituent documents, ~~2023:~~to modify and/or waive such terms.

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 in investments in which significant unobservable inputs (Level 3) were used in determining fair value for the nine months ended 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		Balance as of December 31, 2023
Common Equity	$	17,631,850	$	7,500,000	$	(116,141	)	$	-	$	385,941	$	25,401,650
Preferred Equity		4,000,000		10,621,207		-			-		100,000		14,721,207
Total	$	21,631,850	$	18,121,207	$	(116,141	)	$	-	$	485,941	$	40,122,857

* 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 nine months ended December 31, 2022:

Investments Type	Balance as of April 1, 2022		Purchases		Proceeds From Sales or Other Disposition		Realized Gain/(Loss)		Unrealized Appreciation		Balance as of December 31, 2022
Common Equity	$	-	$	16,950,000	$	-	$	-	$	117,850	$	17,067,850
Total	$	-	$	16,950,000	$	-	$	-	$	117,850	$	17,067,850

The following is a summary of quantitative information about significant unobservable valuation inputs for Level 3 fair value measurements for investments held as of June 30, 2024:

Investment Type	Fair Value June 30, 2024		Valuation Methodologies	Unobservable Input	Input Range (Weighted Average)
Common Equity	$	27,322,500	Income Approach / Discounted Cash Flow	Cost of Equity	12.5% - 31.8% (21.9%)
				Capitalization Rate	7.5%
Preferred Equity		19,231,929	Cost	Transaction Price	N/A
			Income Approach / Discounted Cash Flow	Cost of Equity	14.1% - 36.2% (22.2%)
Total	$	46,554,429

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, 2024:

Investment Type	Fair Value March 31, 2024		Valuation Methodologies	Unobservable Input	Input Range (Weighted Average)
Common Equity	$	27,293,000	Income Approach / Discounted Cash Flow	Cost of Equity	12.5% - 26.6% (21.5%)
				Capitalization Rate	7.5%
Preferred Equity		17,834,683	Cost	Transaction Price	N/A
			Income Approach / Discounted Cash Flow	Cost of Equity	14.1% - 36.2% (22.0%)
Total	$	45,127,683

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 three months ended June 30, 2024:

Investment Type	Balance as of April 1, 2024		Transfers Into/(Out of) Level 3		Purchases		Proceeds From Sales or Other Dispositions*		Realized Gain/(Loss)		Change in Unrealized Appreciation		Balance as of June 30, 2024
Common Equity	$	27,293,000	$	-	$	-	$	-	$	-	$	29,500	$	27,322,500
Preferred Equity		17,834,683		-		1,397,246		-		-		-		19,231,929
Total	$	45,127,683	$	-	$	1,397,246	$	-	$	-	$	29,500	$	46,554,429

*	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 three months ended June 30, 2023:

Investment Type	Balance as of April 1, 2023		Transfers Into/(Out of) Level 3		Purchases		Proceeds From Sales or Other Dispositions*		Realized Gain/(Loss)		Change in Unrealized Appreciation		Balance as of June 30, 2023
Common Equity	$	17,631,850	$	-	$	3,500,000	$	-	$	-	$	68,500	$	21,200,350
Preferred Equity		4,000,000		-		2,909,440		-		-		-		6,909,440
Total	$	21,631,850	$	-	$	6,409,440	$	-	$	-	$	68,500	$	28,109,790

*	Includes return of capital.

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 ~~nine~~three months ended ~~December~~June 3130, ~~2023~~2024) is shown below:

	Principal/		Principal/											Net Change
Portfolio Company	Principal/ Shares/Units April 1, 2024		Principal/ Shares/Units June 30, 2024		Fair Value April 1, 2024		Purchases		Proceeds From Sales or Other Dispositions*			Net Realized Gain (Loss)		Net Change in Unrealized Appreciation (Depreciation)			Fair Value June 30, 2024		Dividend Income		Fee Income
	Shares/Units		Shares/Units		Fair Value				Proceeds From					in Unrealized			Fair Value
	April 1,		December 31,		April 1,				Sales or Other			Net Realized		Appreciation			December 31,		Dividend		Fee
Portfolio Company	2023		2023		2023		Purchases		Dispositions*			Gain (Loss)		(Depreciation)			2023		Income		Income
Non-Control/Affiliate Investments:
Great Escapes RV Fund IV, L.P. (1)		-		N/A (2)	$	43,~~160~~953,~~950~~800	$	-	$	-		$	-	$	~~(113,450~~-	)	$	43,~~047~~953,~~500~~800	$	-	$	-
Newark-Forest MHPS LLC (1)		-		N/A (2)		~~640~~650,~~000~~500		-		-			-		1029,500			~~650~~680,~~500~~000		289,~~722~~548		-
LBX Deptford Investors LLC (1)		-		N/A (2)		~~750~~770,000		-		-			-		20(30,000	)		~~770~~740,000		4312,~~751~~512		-
LBX Fashion Square Investors LLC (1)		-		N/A (2)		-775,900		~~750,000~~-		-			-		~~25,900~~-			775,900		1813,~~555~~089		-
LBX Fair Oaks Investors LLC (1)		-		N/A (2)		-1,108,800		~~1,000,000~~-		-			-		~~108,800~~-			1,108,800		3220,~~509~~216		-
LBX Manchester Investors LLC (1)		-		N/A (2)		-661,700		~~750,000~~-		~~(116,141~~-	)		-		~~27,841~~-			661,700		2515,~~159~~505		-
LBX Mount Prospect Investors LLC (1)		-		N/A (2)		~~760~~740,000		-		-			-		~~(20~~30,000	)		~~740~~770,000		383,~~904~~298		-
Post Sandstone Partners LLC (1)		-		N/A (2)		~~735~~813,000		-		-			-		-			~~735~~813,000		3812,~~035~~741		-
SCC Flint River Holdings, LP (1)		-		N/A (2)		-		1,533,100		-			-		-			1,533,100		-		35,000
PR Estates JB LLC (1)		-		N/A (2)		-		327,871		-			-		-			327,871		17,394		16,587
TC-BKM US Industrial Fund I, L.P. (1)		-		N/A (2)		2,556,900		-		-			-		86,050			2,642,950		85,085		-
SCC Flint River Holdings, LP (1)		-		N/A (2)		1,738,238		355,075		-			-		-			2,093,313		95,897		-
Total Non-Control/Affiliate Investments						9,602,850		4,033,100		(116,141	)		-		145,641			13,665,450		310,720		35,000
TC-BKM US Industrial Fund I, L.P. (1)		-		N/A (2)		2,792,548		-		-			-		-			2,792,548		25,968		-
Total Non-Control/Affiliate Investments						14,004,486		682,946		-			-		29,500			14,716,932		226,168		16,587
Control Investments:
Crystal View Capital Fund IV, L.P. (1)		-		N/A (2)		514,~~500~~034,000		~~4,000,000~~-		-			-		~~58,000~~-			914,~~558~~034,000		~~193~~197,~~483~~179		~~90,000~~-
Fairbridge Credit LLC (1)		-		N/A (2)		-5,000,000		~~5,000,000~~-		-			-		-			5,000,000		~~235~~58,~~185~~796		~~136,095~~-
Fairbridge Grand Hampton LLC (1)		-		N/A (2)		-3,805,093		3135,~~088,107~~375		-			-		-			3,~~088~~940,~~107~~468		~~195~~85,~~143~~966		~~2,603~~-
Total Control Investments						5,500,000		12,088,107		-			-		58,000			17,646,107		623,811		228,698
Madison Terrace Group LLC (1)		-		N/A (2)		2,191,352		578,925		-			-		-			2,770,277		94,056		-
Total Non-Control/Affiliate and Control Investments					$	15,102,850	$	16,121,207	$	(116,141	)	$	-	$	203,641		$	31,311,557	$	934,531	$	263,698
Total Control Investments						25,030,445		714,300		-			-		-			25,744,745		435,997		-
Total Non-Control/Affiliate and Control Investments					$	39,034,931	$	1,397,246	$	-		$	-	$	29,500		$	40,461,677	$	662,165	$	16,587

(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.

The Fund has determined that Crystal View Capital Fund IV, L.P. meets the definition of a “significant subsidiary” under Rule 4-08(g) of Regulation S-X. The summarized financial information included in this quarterly report for the quarter ended June 30, 2024, do not include the complete financial information for Crystal View Capital Fund IV, L.P. While the Fund is unable to provide financial information for Crystal View Capital Fund IV, L.P. as of June 30, 2024, the summarized financial information for the quarter ended March 31, 2024 and 2023, are included in the table below.

There have been no material changes in the operations or financial condition of Crystal View Capital Fund IV, L.P. since March 31. The Fund is diligently working to obtain the necessary financial information as of June 30, 2024, and will include it in subsequent filings.

The following tables present summarized financial information for Crystal View Capital Fund IV, L.P. in accordance with Rule 4-08(g) of Regulation S-X:

	Quarter Ended March 31,
	2024		2023
	(Unaudited)		(Unaudited)
Results of Operations
Revenue	$	903,651	$	1,308
Operating Expenses	$	749,102	$	117,058
Net operating income (loss)	$	154,549	$	(115,750	)

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 ~~December~~June 3130, ~~2023~~2024, the Fund does not hold any non-qualifying assets.

Allocation of Profits and Losses

On each Valuation Date, the Fund will allocate income, gains, losses, and deductions for the period since the last Valuation Date pro rata in proportion to the balances in 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 ~~December~~June 3130, ~~2023~~2024, the Fund had interest income of $86149,~~410~~596 and dividend income of $~~715~~907,~~279~~019. For the ~~nine~~three months ended ~~December~~June 3130, 2023, the Fund had interest income of $~~244~~62,~~480~~437 and dividend income of $1236,~~466,473~~465. For the three months ended December 31, 2022, the Fund had interest income of $30 and dividend income of $22,056. For the nine months ended December 31, 2022, the Fund had interest income of $52 and dividend income of $22,026.

11Distributions 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.

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~~Statements of ~~operations~~Operations relates to similar fees received from prospective investments that are not consummated. For the three ~~and nine~~ months ended ~~December~~June 3130, ~~2023~~2024, the Fund had ~~$153,119~~fee ~~and~~income ~~$472,033~~ of ~~fee income~~$16, ~~respectively~~587. For ~~each of~~ the three ~~and nine~~ months ended ~~December~~June 3130, ~~2022~~2023, the Fund had ~~$85,000 of~~ fee income of $130,319.

3. Investment Management and Related Parties

The Fund has entered into an investment management agreement (the “Investment Management Agreement”) with the Adviser in May 2022 and was renewed in May 2024. 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 ~~December~~June 3130, ~~2023~~ 2024, ~~there was~~ $425,~~204~~ 900 of Incentive Fee ~~accrued~~ and $~~127~~157,~~058~~290 in Management Fee ~~was~~were incurred as presented on the ~~Statement~~Statements of Operations. For the three months ended June ~~December~~30, 312023, ~~2022~~$13,700 ~~there~~of ~~was no~~ Incentive Fee ~~accrued~~ and $3588,~~415~~643 in Management Fee ~~was~~were incurred as presented on the ~~Statement~~Statements of Operations. As stated in the Fund’s offering documents, the Fund is to accrue but not pay the incentive fee as it relates to unrealized appreciation of the underlying investments.

For the nine months ended December 31, 2023, there was $88,412 of Incentive Fee accrued and $322,217 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.13

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 remote. As of ~~December~~June 3130, ~~2023~~2024, the Fund has no unfunded commitments with any investments.

5. Organization and Offering Costs

As of ~~December~~June 3130, ~~2023~~2024, the Fund has expensed as incurred total organizational expense in the amount of $96,025 since inception. As of ~~December~~June 3130, ~~2023~~2024, 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 with the first sale of shares in July of 2022. Offering costs, organizational expense and expenses of the Fund’s 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 December 31, 2023, the~~For ~~Fund’s organizational expense and offering costs since inception in~~ the ~~amounts of $0 and $92,451, respectively, are subject to reimbursement to the Adviser. For the~~ three months ended ~~December~~June 3130, ~~2023~~2024, the Adviser was reimbursed $4547,~~000~~451 of offering costs. Of ~~this~~Since ~~amount~~inception, ~~$38,974~~the ~~was~~Adviser ~~charged~~has torecouped organizational ~~the~~expense ~~Fund~~ in the ~~form~~amount of ~~recoupment~~$96,025 ~~for the fees previously expensed~~ and ~~waived~~offering bycosts ~~the Adviser~~ in ~~prior~~the ~~periods,~~amount ~~and~~of $6146,~~606 in accruals that were previously expensed, but not waived or reimbursed to the Adviser~~426. ~~For~~As ~~the~~of ~~nine months~~June ~~ended December 31~~30, ~~2023~~2024, ~~the~~$0 ~~Adviser~~ was ~~reimbursed~~receivable ~~$21,025 of organizational expense and $53,975 of offering costs. Since~~from ~~inception, the~~ Adviser ~~has~~for ~~recouped~~reimbursement of organizational expense ~~in the amount of $96,025~~ and offering costs ~~in the amount of $53,975~~.

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).

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~~ distributions during the ~~nine~~three months ended ~~December~~June 3130, ~~2023~~2024:

Record Date	Payment Date	Per Share Amount		Total Amount		Cash Payment		Reinvestment Pursuant to DRIP
4/1/2023	4/24/2023	$	3.3333	$	99,460	$	61,863	$	37,597
4/1/2024	4/22/2024	$	4.1667	$	253,210	$	144,719	$	108,491
5/1/2023	5/22/2023		3.3333		120,327		76,303		44,024
5/1/2024	5/17/2024		4.1667		257,585		146,406		111,179
6/1/2023	6/21/2023		3.3333		131,079		81,924		49,155
6/1/2024	6/21/2024		4.1667		260,964		150,319		110,645
7/1/2023	7/21/2023		3.3333		132,973		80,972		52,001
	Total:	$	12.5001	$	771,759	$	441,444	$	330,315
8/1/2023	8/21/2023		3.3333		136,109		79,655		56,454
9/1/2023	9/21/2023		3.3333		147,397		86,947		60,450
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~~The ~~were~~following notable summarizes the Fund’s distributions during the ~~nine~~three months ended ~~December~~June 3130, ~~2022.~~2023:

Record Date	Payment Date	Per Share Amount		Total Amount		Cash Payment		Reinvestment Pursuant to DRIP
4/1/2023	4/24/2023	$	3.3333	$	99,460	$	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		49,155
	Total:	$	9.9999	$	350,866	$	220,090	$	130,776

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 ~~December~~June 3130, ~~2023~~2024.

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~~July 1, 2024 in the amount of $15,~~887~~653,~~522~~100. Fund investors also contributed aggregate capital effective ~~February~~August 1, 2024 in the amount of of $3975,~~085,~~000.

The Fund made a monthly distribution on ~~January 22,~~July 30, 2024 in the amount of $~~219~~284,~~362~~981, based on an annualized rate of approximately 5% of its net assets. The ~~January~~July 2230, 2024 distribution ~~resulted~~ resulted in $~~129~~164,~~503~~348 being paid to investors in cash and $89120,~~859~~632 being reinvested into the Fund.

11. Financial Highlights ~~(Unaudited)~~

	Nine Months Ended December 31,
	Three Months Ended June 30,
	2023			2022
	2024			2023
Per Share Operating Performance (for a Share outstanding throughout the period):
Net Asset Value, Beginning of Period	$	~~981~~1,024.4387		$	~~1,000~~981.0043
Net Investment Income (Loss) (1)		169.2612			(730.9661	)
Net Change in Unrealized Appreciation (Depreciation) (1)		90.5747			61.2674
Net Increase (Decrease) in Net Assets Resulting from Operations (1)		259.8359			~~(67~~1.7013	)
Distributions Declared (1)		(3112.6750	)		-(10.00	)
Accretion of Share Issuances (at $1,000 per share) (1)		10.37			52.85
Accretion (Dilution) of Share Issuances (at $1,000 per share) (1)		(2.04	)		6.15
Net Asset Value, End of Period	$	~~985~~1,019.9692		$	~~985~~978.1571
Total Return (not annualized)		30.6894	%		(60.6572	)%
Supplemental Data:
Net Assets, End of Period	$	5063,~~046~~991,~~889~~783		$	1838,~~538~~534,~~360~~451
Ratios to Average Net Assets (2):
Gross Expenses Before Reimbursement/Recoupment Including Incentive Fees		43.7901	%		105.2664	%
Net Expenses After Reimbursement/Recoupment		43.9231	%		85.8764	%
Net Expenses After Reimbursement/Recoupment Excluding Incentive Fees		43.6227	%		85.8747	%
Net Investment Income (Loss)		23.3761	%		(60.9936	)%
Portfolio Turnover Rate (not annualized)		-			-

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

(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.

~~(2) Annualized for periods less than one year.~~16

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 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~~third year of operations. For the three ~~and nine~~ months ended ~~December 31~~June 30, ~~2023~~2024, the Fund raised approximately $64.2583 million ~~and $21~~.~~89 million, respectively.~~

During the three months ended ~~December~~June 3130, ~~2023~~2024, the Fund generated $~~868~~923,~~398~~ 606 from fee income and dividend income from the Fund’s underlying investments in certain LLCs and LPs and $86149,~~410~~596 in interest income, totaling $~~954~~1,~~808~~073,202 for the period.

During the nine months ended December 31, 2023, the Fund generated $1,938,506 from fee income and dividend income from the Fund’s underlying investments in certain LLCs and LPs and $244,480 in interest income, totaling $2,182,986 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~~ 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.

1517

Investment Income

As of ~~December~~June 3130, ~~2023~~2024, the Fund'’s portfolio consisted of 2122 common ~~and~~ 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~~ amounts are determined entirely by the Managing Members/General Partners of those entities and allocated to us based on our proportionate ~~interest~~ 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 nine~~ months ended ~~December~~June 3130, ~~2023~~2024, the Fund generated $~~954~~1,~~808 and $2~~073,~~182,986, respectively,~~ 202 in income, coming from fee income, dividend income, and interest income. This is primarily 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, valuation services, 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 three months ended ~~December~~June 3130, ~~2023~~2024, the Fund made one new ~~investment~~ investment and ~~three~~two follow-on investments across varying opportunities, bringing the total to 2122 total investments since the Fund’s inception. This brought the total invested since inception to $4249.4630 million. In addition, for the three ~~and nine~~ months ended ~~December~~June 3130, ~~2023~~2024, the Fund raised approximately $64.2583 million ~~and $21.89 million~~, ~~respectively,~~ which was used to support the new investments and increase the Fund'’s liquidity, bringing the total capital contributions to approximately $5061.1633 million.

During the three months ended June 30, 2023, the Fund made four new investments across varying investment opportunities, bringing the total to 17 total investments since the Fund’s inception. This brought the total invested since inception to $30.86 million. In addition, for the quarter ended June 30, 2023, the Fund raised approximately $10.90 million, which was used to support the new investments and increase the Fund’s liquidity, bringing total capital contributions to $39.17 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 ~~sixth~~eighth quarter of ~~operations~~ operations and ~~seventh~~ninth 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 nine~~ months ended ~~December 31~~June 30, ~~2023~~2024 and 2023 ~~2022~~ are as follows:

	Three Months Ended December 31,					Nine Months Ended December 31,
	Three Months Ended June 30,
	2023		2022			2023		2022
	2024		2023
Total investment income	$	~~954~~1,~~808~~073,202	$	~~107~~429,~~056~~221		$	~~2,182,986~~	$	~~107,078~~
Total expenses, net of fees		~~563~~513,~~309~~465		~~215~~458,~~009~~928			~~1,472,464~~		~~504,374~~
Net investment income/(loss)		391,499		(107,953	)		710,522		(397,296	)
Net investment income (loss)		559,737		(29,707	)
Net change in unrealized appreciation (depreciation)		211,018		117,850			422,059		117,850
Net change in unrealized appreciation		29,500		68,500
Net increase (decrease) in net assets resulting from operations	$	602,517	$	9,897		$	1,152,581		(279,446	)
Net increase in net assets resulting from operations	$	589,237	$	38,793

16The Fund’s investment income was primarily generated from common and preferred equity investments made by the Fund into targeted investments. The Fund also generated investment income from short-term investments and fee income. The Fund generated Net Investment Income (Loss) of $559,737 and $(29,707) for the three months ended June 30, 2024 and 2023, respectively. The significant increase year-over-year stems from the increased size of the portfolio and additional cash flow being provided from the Fund’s investments.

The Fund has unrealized appreciation of $29,500 and $68,500 for the three months ended June 30, 2024 and 2023, respectively. This change in unrealized appreciation stems from fair value assessments that were performed for several of the Fund’s underlying investments.

Expenses

The composition of our operating expenses for the three months ended ~~December~~June 3130, ~~2023~~2024 and ~~2022~~2023 ~~were~~are as follows:

	Three Months Ended December 31,
	Three Months Ended June 30,
	2023		2022
	2024		2023
Professional fees	$	195,571	$	93,991
Management fee	$	157,290	$	88,643
Directors and officers expense		44,570		30,000
Professional fees		142,870		152,125
Management fee		127,058		35,415
Directors and officers expense		44,570		79,972
Offering costs		-		51,644
Marketing and distribution expense		27,000		36,625
Marketing and distribution expense		38,400		38,000
Accounting and administration fees		22,529		19,000
Incentive fee		42,204		-
Insurance expense		12,259		7,827
Accounting and administration fees		20,127		9,500
Custody and transfer agent expense		6,743		4,622
Insurance expense		7,827		9,586
Incentive fee		5,900		13,700
Custody and transfer agent expense		10,656		1,374
Offering costs		-		36,606
Organizational expenses		-		(64,630	)
Other expenses		46,853		19,808
Other expenses		38,502		18,712
Recoupment by Adviser of previously reimbursed expenses		47,451		-
Recoupment by Adviser of previously reimbursed expenses		38,394		-
	$	513,465	$	458,928
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 December 31, 2023 and 2022, the Fund incurred professional fees of $195,571 and $93,991, 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 December 31, 2023 and 2022, the Fund incurred directors and officers costs of $44,570 and $30,000, respectively.

Management Fee

Under the Investment Advisory Agreement, the ~~Adviser~~ 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~~ daily Targeted Assets during such period. For the three months ended ~~December~~June 3130, ~~2023~~2024 and ~~2022~~2023, the Fund incurred management fees of $~~127~~157,~~058~~290 and $3588,~~415~~643, respectively. The significant increase in management fee came as a result of the increase in both capital raised and capital deployed by the Fund into qualifying investment opportunities.

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

Incentive Fee

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 December 31, 2023, the Fund had incentive fee expense of $42,204.

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 December 31, 2023 and 2022, the Fund incurred accounting and administrative expenses of $20,127 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 December 31, 2023 and 2022, the Fund had insurance expenses of $7,827 and $9,586, 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 December 31, 2023 and 2022, the Fund had custody and transfer agent fees of $10,656 and $1,374, respectively.

Organizational expenses

Organizational fees represent costs that were incurred to form the Fund. For the three months ended December 31, 2023 and 2022, the Fund had organizational fees of $0 and $(64,630), 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 December 31, 2023 and 2022, the Fund had other expenses of $38,502 and $18,712, respectively.

Recoupment by Adviser of previously reimbursed expenses

Recoupment by Adviser of previously reimbursed expenses consists of expenses that were originally paid by the Adviser and subject to reimbursement by the Fund upon achieving $20.0 million in subscriptions. For the three months ended December 31, 2023 and 2022, the Fund had recoupment by Adviser of previously reimbursed expenses of $38,394 and $0, 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 December 31, 2023 and 2022, the Fund had net change in unrealized appreciation of $211,018 and $117,850, respectively. This came as a result of the value of 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.

The composition of our operating expenses for the nine months ended December 31, 2023 and 2022 were as follows:

	Nine Months Ended December 31,
	2023		2022
Professional fees	$	481,915	$	240,909
Directors and officers expense		199,022		72,000
Management fee		322,217		56,141
Offering costs		36,606		73,213
Marketing and distribution expense		115,150		64,500
Incentive fee		88,412		-
Accounting and administration fees		62,163		19,000
Insurance expense		23,480		23,759
Custody and transfer agent expense		25,480		6,204
Organizational expenses		-		7,275
Other expenses		79,625		21,861
Recoupment by Adviser of previously reimbursed expenses		38,394		-
Reimbursement from adviser		-		(80,488	)
	$	1,472,464	$	504,374

Professional fees

The Fund’s professional fees primarily ~~relate~~ relate to ~~auditing~~audit, legal, and valuation services. For the ~~nine~~three months ended ~~December~~June 3130, ~~2023~~2024 and ~~2022~~2023, the Fund incurred professional fees of $~~481~~142,~~915~~870 and $~~240~~152,~~909~~125, 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 to attending periodic board and committee meetings ~~along with financial and compliance services~~. For the ~~nine~~three months ended ~~December~~June 3130, ~~2023~~ 2024 and ~~2022~~2023, the Fund incurred directors and officers costs of $~~199~~44,~~022~~570 and $7279,~~000~~972, respectively. The significant decrease in directors and officers expense came as a result of inflated costs during the three months ended June 30, 2023, and management believes future costs will be more in line with the three months ended June 30, 2024.

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 nine months ended December 31, 2023 and 2022, the Fund incurred management fees of $322,217 and $56,141, 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 nine months ended December 31, 2023 and 2022, the Fund expensed offering costs of $36,606 and $73,213, 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 in compliance with SEC rules and regulations. For the ~~nine~~three months ended ~~December~~June 3130, ~~2023~~2024 and ~~2022~~2023, the Fund had marketing and distribution costs of $~~115~~27,~~150~~ 000 and $6436,~~500~~625, 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~~19

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 nine months ended December 31, 2023 and 2022, the Fund had incentive fee expenses of $88,412 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 ~~nine~~three months ended ~~December~~June 3130, ~~2023~~2024 and ~~2022~~2023, the Fund incurred accounting and administrative expenses of $6222,~~163~~529 and $19,000, respectively.

Insurance Expense

Insurance expense represents fees related to the E&O/D&O insurance policy that the Fund has in place. For the ~~nine~~three months ended ~~December~~June 3130, ~~2023~~2024 and ~~2022~~2023, the Fund had insurance expenses of $2312,~~480~~259 and $237,~~759~~827, respectively.

Custody and Transfer Agent Expense

The custody and transfer agent expenses represent fees for services provided by a third-party organization. For the ~~nine~~three months ended ~~December~~June 3130, ~~2023~~2024 and ~~2022~~2023, the Fund had custody and transfer agent fees of $256,~~480~~743 and $64,~~204~~622, respectively.

~~Organizational~~Incentive ~~expenses~~Fee

~~Organizational~~Incentive ~~expenses~~fee ~~represent~~expense ~~costs~~represents ~~that~~fees ~~were~~related ~~incurred~~ to ~~form~~the incentive fee owed to the Adviser, as noted in the Fund’s Investment Advisory Agreement. For the ~~nine~~three months ended ~~December~~June 3130, ~~2023~~2024 and ~~2022~~ 2023, the Fund had ~~organizational~~incentive ~~expenses~~fee expense of $05,900 and $713,~~275~~700, respectively. As stated in the Fund’s offering documents, the Fund is to accrue but not pay the incentive fee as it relates to unrealized appreciation of the underlying investments.

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 June 30, 2024 and 2023, the Fund amortized offering costs of $0 and $36,606, respectively.

Other Expenses

Other expenses primarily include subscriptions, due diligence expenses, and other miscellaneous general and administrative expenses incurred by the Fund. For the ~~nine~~three months ended ~~December~~June 3130, ~~2023~~2024 and ~~2022~~2023, the Fund had other expenses of $7946,~~625~~852 and $2119,~~861~~808, respectively.

Recoupment by Adviser of previously reimbursed expenses

Recoupment by Adviser of previously reimbursed expenses consists of expenses that were originally paid by the Adviser and subject to reimbursement by the Fund upon achieving $20.0 million in subscriptions. For the ~~nine~~three months ended ~~December~~June 3130, ~~2023~~2024 and ~~2022~~2023, the Fund had recoupment by Adviser of previously reimbursed expenses of $3847,~~394 and~~451 and $0, 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 ~~December~~June 3130, ~~2023~~2024, the Fund had $8.12,893,492 ~~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~~ have adequate capital resources to meet our liquidity needs.

The Fund’s cash used in operating activities was $214.1339 million and $1710.2073 million for the ~~nine~~three months ended ~~December~~June 3130, ~~2023~~2024 and ~~2022~~2023, respectively, and the Fund’s cash provided by financing ~~activities~~ activities was $214.0839 million and $1810.5768 million 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 $214.8983 million from shares issued.

During the ~~nine~~three months ended ~~December~~June 3130, ~~2023~~2024, the Fund closed offerings at the beginning of each calendar month, raising $214.8983 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 ~~December~~June 3130, ~~2023~~2024, the Fund has received total capital contributions of $5061.1623 million in equity, and the Adviser anticipates this number to continue growing for the foreseeable future.

The Fund has made distributions of $~~1.34~~ 771,760 million to investors during the ~~nine~~three months ended ~~December~~June 3130, ~~2023~~2024. 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 $15,~~887~~653,~~522~~100 and $3975,~~085,~~000 on ~~January~~July 1, 2024 and ~~February~~August 1, 2024, respectively. The Fund distributed additional cash of $~~219~~284,~~361~~981 as a return on capital to investors on July ~~January 22~~30, 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 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 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 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 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 or are valued using net asset value as practical expedient.

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 ~~December~~June 3130, ~~2023~~2024, 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).

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 ~~October~~July 1, ~~November 1,~~ and ~~December~~August 1, ~~2023,~~ the Fund sold $25,~~675~~653,~~000, $1,875,000,~~ 100 and $1975,~~699,~~000, respectively, aggregating approximately $~~6.25~~69,000,000 million of unregistered common shares of beneficial interest to accredited investors. For the period from ~~October~~April 1, ~~2023~~2024, through ~~December~~June 3130, ~~2023~~2024, the Fund made investments in ~~four~~three different commercial real estate opportunities spread across various parts of the United States totaling approximately $41,397,246.71 ~~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.

Item 6. Exhibits and Financial Statement Schedules

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.

*	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.

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: February 13, 2024	/s/ Paul T. Moore
Date: August 12, 2024	/s/ Paul T. Moore
	Paul T. Moore
	Chief Executive Officer

Date: February 13, 2024	/s/ Benjamin P. Kahle
Date: August 12, 2024	/s/ Benjamin P. Kahle
	Benjamin P. Kahle
	Chief Financial Officer

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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. IUnless 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. 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 portfolio companies in which the Fund owns more than 25% of the portfolio company’s capital and/or has the power to exercise control over the management or policies of the portfolio company. Affiliate Investments generally are defined by the 1940 Act as investments in portfolio companies in which the Fund owns between 5% and 25% of the portfolio company’s capital. 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 portfolio companies in which the Fund owns more than 25% of the portfolio company’s capital and/or has the power to exercise control over the management or policies of the portfolio company. Affiliate Investments generally are defined by the 1940 Act as investments in portfolio companies in which the Fund owns between 5% and 25% of the portfolio company’s capital. Investment represents more than 5% of the Fund's net assets. 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