Exhibit 10.2 


 


ADMINISTRATION AND FUND ACCOUNTING AGREEMENT


 


THIS ADMINISTRATION AND
FUND ACCOUNTING AGREEMENT (the “Agreement”) is made as of this 2nd day of May, 2022, by and between Wellings Real Estate
Income Fund, a Delaware statutory trust (the “Fund”), and UMB Fund Services, Inc., a Wisconsin corporation, its successors
and assigns (the “Administrator”).


 


WHEREAS, the Fund is
an externally managed, non-diversified closed-end management investment company treated as a business development company under the 1940
Act (as defined below) and is authorized to issue Shares; and


 


WHEREAS, the Fund and
the Administrator desire to enter into an agreement pursuant to which the Administrator shall provide Services (as defined below) to the
Fund.


 


NOW, THEREFORE, in consideration
of the mutual promises and agreements herein contained and other good and valuable consideration, the receipt of which is hereby acknowledged,
the parties hereto, intending to be legally bound, do hereby agree as follows:


 


1.           Definitions In addition
to any terms defined in the body of this Agreement, the following capitalized terms shall have the meanings set forth hereinafter whenever
they appear in this Agreement:


 


“1933 Act” shall mean
the Securities Act of 1933, as amended.


 


“1934 Act” shall mean
the Securities Exchange Act of 1934, as amended.


 


“1940 Act” shall mean
the Investment Company Act of 1940, as amended.


 


“Authorized Person” shall
mean any individual who is authorized to provide Administrator with Instructions and requests on behalf of the Fund, whose name shall
be certified to Administrator from time to time pursuant to this Agreement. Any officer of the Fund authorized by the Board to be an Authorized
Person shall be considered an Authorized Person (unless such authority is limited in a writing from the Fund and received by Administrator)
and has the authority to appoint additional Authorized Persons, to limit or revoke the authority of any previously designated Authorized
Person, and to certify to Administrator the names of the Authorized Persons from time to time.


 


“BDC” shall mean a business
development company, as defined in Section 2(a)(48) of the 1940 Act.


 


“Board”
shall mean the Board of Trustees of the Fund.


 


“By-Laws” shall mean
the Fund’s By-Laws, including any amendments made thereto.


 


“Commission” shall mean
the U.S. Securities and Exchange Commission.


 






     


     


    

 


“Declaration of
Trust” shall mean the Declaration of Trust or other similar operational document of the Trust, as the case may be, as the
same may be amended from time to time.


 


“Investment Adviser”
shall mean the investment adviser or investment advisers to the Funds and includes all sub-advisers or persons performing similar services.


 


“Instructions”
shall mean an oral communication from an Authorized Person or a written communication signed by an Authorized Person and actually received
by Administrator. Instructions shall include manually executed originals, telefacsimile transmissions of manually executed originals or
electronic communications.


 


“Prospectus”
shall mean the current confidential private placement memoranda with respect to the Fund (including any applicable amendments and supplements
thereto) actually received by Administrator from the Fund with respect to which the Fund has indicated a Registration Statement has become
effective under the 1940 Act.


 


“Registration Statement”
shall mean any registration statement at any time now or hereafter filed with the Commission with respect to any of the Shares and
any amendments and supplements thereto which at any time shall have been or will be filed with the Commission.


 


“Services” shall mean
the administration and fund accounting services described on Schedule B hereto and such additional services as may be agreed to by the
parties from time to time and set forth in an amendment to Schedule B.


 


“Shares”
shall mean such shares of beneficial interest, or class thereof, of the Fund as may be issued from time to time.


 


“Shareholder”
shall mean a record owner of Shares of the Fund.


 


	2.	Appointment and Services



 


(a)          The
Fund hereby appoints Administrator as administrator and fund accountant of the Funds and hereby authorizes Administrator to provide Services
during the term of this Agreement and on the terms set forth herein. Subject to the oversight of the Board and utilizing information provided
by the Fund and its current and prior agents and service providers, Administrator will provide the Services in accordance with the terms
of this Agreement. Notwithstanding anything herein to the contrary, Administrator shall not be required to provide any Services or information
that it believes, in its sole, reasonable discretion, to represent dishonest, unethical or illegal activity. In no event shall Administrator
provide any investment advice or recommendations to any party in connection with its Services hereunder.


 


(b)           Administrator
may from time to time, in its reasonable discretion and at its own expense, appoint one or more other parties to carry out some or all
of its responsibilities under this Agreement, provided that Administrator shall remain responsible to the Fund for all such delegated
responsibilities in accordance with the terms and conditions of this Agreement, in the same manner and to the same extent as if Administrator
were itself providing such Services.


 






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(c)          Administrator’s
duties shall be confined to those expressly set forth herein, and no implied duties are assumed by or may be asserted against Administrator
hereunder. The Services do not include correcting, verifying or addressing any prior actions or inactions of the Fund, any Fund or by
any other current or prior agent or service provider. To the extent Administrator agrees to take such actions, those actions taken shall
be deemed part of the Services.


 


(d)           It
is understood that in determining security valuations, Administrator employs one or more pricing services, as directed by the Fund, to
determine valuations of portfolio securities for purposes of calculating net asset values of the Funds. The Fund shall identify to Administrator
the pricing service(s) to be utilized. If requested by the Fund, the Administrator shall price the securities and other holdings of the
Funds for which market quotations or prices are available by the use of such pricing service(s).


 


For those securities where
prices are not provided by the pricing service(s) utilized by Administrator, the Fund shall approve, in good faith, the procedures for
determining the fair value of the securities. The Investment Adviser shall determine or obtain the valuation of the securities in accordance
with those procedures and shall deliver to Administrator the resulting prices for use in its calculation of net asset values. When security
valuations are so provided, the following provisions will also apply:


 


(i)          Valued securities
are typically complicated financial instruments. There are many methodologies (including computer-based analytical modeling and individual
security valuations) available to generate approximations of the market value of such securities and there is significant professional
disagreement about which method is best. No evaluation method, including those used by Administrator and its suppliers, may consistently
generate approximations that correspond to actual “Traded” prices of the securities.


 


(ii)          Methodologies
used to provide the pricing portion of certain data may rely on valuations, however, the Fund acknowledges that there may be errors or
defects in the software, databases, or methodologies generating the valuations that may cause resultant valuations to be inappropriate
for use in certain applications.


 


The Fund assumes all responsibility
for edit checking, external verification of valuations, and ultimately the appropriateness of using data containing valuations, regardless
of any efforts made by Administrator and its suppliers in this regard.


 


(e)            Subject
to the terms of Section 8, and where applicable, the Administrator further agrees to preserve for the periods prescribed by Rule 31a-2
under the 1940 Act the records described in Schedule B which are maintained by Administrator for the Fund. To the extent required by Rule
31a-3 under the 1940 Act, Administrator hereby agrees that all records which it maintains for the Fund hereunder are the property of the
Fund and further agrees to surrender promptly to the Fund any of such records upon the Fund’s request.


 


(f)           Any
resolution passed by the Board that affects accounting practices and procedures under this Agreement shall be effective upon written receipt
of notice and acceptance by Administrator.


 






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(g)           Nothing
in this Agreement shall be deemed to appoint Administrator and its officers, directors and employees as the Fund’s attorney, form
an attorney-client relationship or require the provision of legal advice. The Fund acknowledges that Administrator’s in-house attorneys
exclusively represent Administrator and the Fund’s legal counsel will provide independent judgment on the Fund’s behalf. Because
no attorney-client relationship exists between Administrator’s in-house attorneys and the Fund, any information provided to the
Administrator’s in-house attorneys may not be privileged and may be subject to compulsory disclosure under certain circumstances,
notwithstanding the provisions of Section 5. Administrator represents that it will maintain the confidentiality of information disclosed
to its in-house attorneys on a best efforts basis.


 


	3.	Representations and Deliveries



 


(a)            The
Fund shall deliver or cause the following documents to be delivered to Administrator:


 


(i)           A
copy of the Declaration of Trust and By-laws and all amendments thereto, certified by a duly authorized person of the Fund;


 


(ii)           Copies
of the Fund’s Registration Statement, as of the date of this Agreement, together with any applications filed in connection therewith;


 


(iii)           All
other documents, records and information that Administrator may reasonably request in order for Administrator to perform the Services
hereunder.


 


(b)           The
Fund represents and warrants to Administrator that:


 


(i)            It
is a statutory trust duly organized and existing under the laws of the State of Delaware; it is empowered under applicable laws and by
its Declaration of Trust and By-laws to enter into and perform this Agreement; and all requisite corporate proceedings have been taken
to authorize it to enter into and perform this Agreement.


 


(ii)            It
is an externally managed, closed-end, non-diversified management investment company treated as a BDC under the 1940 Act.


 


(iii)            A
Registration Statement on Form 10 under the 1934 Act will be filed with the SEC before the Fund will issue Shares. Additionally, appropriate
state securities laws filings will be made before Shares are issued in any jurisdiction and such filings will continue to be made, with
respect to Shares of the Funds being offered for sale.


 


(iv)           It
will conduct its business in compliance in all material respects with all applicable laws and regulations, both state and federal, and
has obtained (or will timely obtain) all regulatory approvals necessary to carry on its business as now conducted; there is no statute,
rule, regulation, order or judgment binding on it and no provision of its Declaration of Trust, By-laws or any contract binding it or
affecting its property which would prohibit its execution or performance of this Agreement.


 






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(c)           The
Fund shall cause the Fund’s officers and trustees, and shall use its best efforts to cause the Fund’s Investment Adviser,
legal counsel, independent accountants, transfer agent, custodian, distributor and other service providers and agents, past or present,
to cooperate with Administrator and to provide Administrator with such information, documents and communications relating to the Funds
and the Fund as necessary and/or appropriate or as reasonably requested by Administrator, in order to enable Administrator to perform
the Services. In connection with the performance of the Services, Administrator shall (without investigation or verification) be entitled
and is hereby instructed to, rely upon any and all Instructions, communications, information or documents provided to Administrator by
a representative of the Funds or by any of the aforementioned persons. Administrator shall be entitled to rely on any document that it
reasonably believes to be genuine and to have been signed or presented by the proper party. Fees charged by such persons shall be an expense
of the Fund. Administrator shall not be held to have notice of any change of authority of any trustee, officer, agent, representative
or employee of the Fund, Investment Adviser or service provider until receipt of written notice thereof from the Fund.


 


(d)            The
Board and the Investment Adviser have and retain primary responsibility for all compliance matters relating to the Fund and the Funds
including but not limited to compliance with the 1940 Act, the Internal Revenue Code of 1986, as amended, the USA PATRIOT Act of 2001,
the Sarbanes-Oxley Act of 2002 and the policies and limitations of the Fund relating to the portfolio investments as set forth in the
Prospectus. Administrator’s monitoring and other functions hereunder shall not relieve the Board and the Investment Adviser of their
primary day-to-day responsibility for assuring such compliance. Notwithstanding the foregoing, the Administrator will be responsible for
its own compliance with such statutes insofar as such statutes are applicable to the Services it has agreed to provide hereunder, and
will promptly notify the Fund if it becomes aware of any non-compliance which relates to the Fund.  The Administrator shall provide
the Fund with quarterly and annual certifications (on a calendar basis) with respect to the design and operational effectiveness of its
compliance and procedures.


 


(e)           The
Fund will notify Administrator of any discrepancy between Administrator and the Fund, including, but not limited to, failing to account
for a security position in a Fund’s portfolio, upon the later to occur of: (i) three (3) business days after receipt of any reports
rendered by Administrator to the Fund; (ii) three (3) business days after discovery of any error or omission not covered in the balancing
or control procedure; or (iii) three (3) business days after receiving notice from any Shareholder regarding any such discrepancy.


 


(f)           The
Fund agrees that it shall advise Administrator in writing at least thirty (30) days prior to affecting any change in any Prospectus which
would increase or alter the duties and obligations of Administrator hereunder, and shall proceed with such change only if it shall have
received the written consent of Administrator thereto.


 


(g)           Administrator
represents and warrants to the Fund that:


 


(i)           It
is a corporation duly organized and existing under the laws of the State of Wisconsin; it is empowered under applicable law and by its
Articles of Incorporation and By-Laws to enter into and perform this Agreement; and all requisite proceedings have been taken to authorize
it to enter into and perform this Agreement.


 






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(ii)            It
is conducting its business in compliance in all material respects with all applicable laws and regulations, both state and federal, and
has obtained (or will timely obtain) all regulatory approvals necessary to carry on its business as now conducted; there is no statute,
rule, regulation, order or judgment binding on it and no provision of its operating documents or any contract binding it or affecting
its property which would prohibit its execution or performance of this Agreement. Its execution, delivery or performance of this Agreement
will not conflict with or violate (a) any provision of the organizational or governance documents of Administrator or (b) any law applicable
to Administrator.


 


(iii)           Administrator
shall maintain a disaster recovery and business continuity plan and adequate and reliable computer and other equipment necessary and appropriate
to carry out its obligations under this Agreement. Upon the Fund’s reasonable request, Administrator shall provide supplemental
information concerning the aspects of its disaster recovery and business continuity plan that are relevant to the Services.


 


(iv)           It
has and will continue to have access to the necessary facilities, equipment and personnel to perform its duties and obligations under
this Agreement in accordance with industry standards.


 


(h)           The
Administrator shall act as liaison with a Fund’s independent public accountants and shall provide account analyses, fiscal year
summaries, and other audit-related schedules. The Administrator shall take all reasonable action in the performance of its duties under
this Agreement to assure that the necessary information is made available to such auditors and accountants in a timely fashion for the
expression of their opinion, as required by the Fund.


 


(i)           The
Administrator agrees to comply (and to the extent the Administrator takes or is required to take action on behalf of a Fund hereunder
shall cause the Fund to comply) with all applicable law, as well as all investment restrictions, policies and procedures adopted by the
Fund. Except as set forth in this Agreement, the Administrator assumes no responsibility for such compliance by a Fund. The Administrator
shall maintain at all times a program reasonably designed to prevent violations of the federal securities laws (as defined in Rule 38a-1
under the 1940 Act) with respect to the Services provided.


 


	4.	Fees and Expenses



 


(a)           As
compensation for the performance of the Services, the Fund agrees to pay Administrator the fees set forth on Schedule C hereto. Fees shall
be adjusted in accordance with Schedule C or as otherwise agreed to by the parties from time to time. Fees shall be earned and paid monthly
in an amount equal to at least 1/12th of the applicable annual fee. Basis point fees and minimum annual fees apply separately
to the Fund, and average net assets are not aggregated in calculating the applicable basis point fee per Fund or the applicable minimum.
The parties may amend this Agreement to include fees for any additional services requested by the Fund, enhancements to current Services,
or to add Funds. The Fund agrees to pay Administrator’s (as the parties may agree to in writing from time to time) rate for Services
added to, or for any enhancements to existing Services set forth on, Schedule B after the execution of this Agreement (as the parties
may agree to in writing from time to time). In addition, to the extent that Administrator corrects, verifies or addresses any prior actions
or inactions by any Fund or by any prior service provider, Administrator shall be entitled to additional fees as provided in Schedule
C. In the event of any disagreement between this Agreement and Schedule C related to fees, the terms of Schedule C shall control.


 






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(b)           For
the purpose of determining fees payable to Administrator, net asset value shall be computed in accordance with the Prospectus and resolutions
of the Board. The fee for the period from the day of the month this Agreement is entered into until the end of that month shall be pro-rated
according to the proportion that such period bears to the full monthly period. Upon any termination of this Agreement before the end of
any month, the fee for such part of a month shall be pro-rated according to the proportion which such period bears to the full monthly
period and shall be payable upon the date of termination of this Agreement. Should this Agreement be terminated (other than for cause
on the part of the Administrator) or the Fund or any Fund be liquidated, merged with or acquired by another fund or investment company,
any accrued fees shall be immediately payable.


 


(c)           Administrator
will bear all expenses incurred by it in connection with its performance of Services, except as otherwise provided herein. Administrator
shall not be required to pay or finance any costs and expenses incurred in the operation of the Funds, including, but not limited to:
taxes; interest; brokerage fees and commissions; salaries, fees and expenses of officers and trustees; Commission fees and state Blue
Sky fees; advisory fees; charges of custodians, transfer agents, dividend disbursing and accounting services agents and other service
providers; security pricing services; insurance premiums; outside auditing and legal expenses; costs of organization and maintenance of
corporate existence; taxes and fees payable to federal, state and other governmental agencies; preparation, typesetting, printing, proofing
and mailing of Prospectuses, statements of additional information, supplements, notices, forms and applications and proxy materials for
regulatory purposes and for distribution to current Shareholders; preparation, typesetting, printing, proofing and mailing and other costs
of Shareholder reports; expenses in connection with the electronic transmission of documents and information including electronic filings
with the Commission and the states; research and statistical data services; expenses incidental to holding meetings of the Fund’s
Shareholders and Trustees; fees and expenses associated with internet, e-mail and other related activities; and extraordinary expenses.
Expenses incurred for distribution of Shares, including the typesetting, printing, proofing and mailing of Prospectuses for persons who
are not Shareholders, will be borne by the Fund, except for such expenses permitted to be paid under a distribution plan adopted in accordance
with applicable laws. Administrator shall not be required to pay any Blue Sky fees or take any related Blue Sky actions unless and until
it has received the amount of such fees from the Fund.


 


(d)           The
Fund also agrees to promptly reimburse Administrator for all out-of-pocket expenses or disbursements reasonably incurred by Administrator
in connection with the performance of Services under this Agreement. Out-of-pocket expenses shall include, but not be limited to, those
items specified on Schedule C hereto. If reasonably requested by Administrator, out-of-pocket expenses are payable in advance. Payment
of postage expenses, if prepayment is reasonably requested, is due at least seven (7) days prior to the anticipated mail date. In the
event Administrator reasonably requests advance payment, Administrator shall not be obligated to incur such expenses or perform the related
Service(s) until payment is received.


 






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(e)           The
Fund agrees to pay all amounts due hereunder within thirty (30) days of receipt of each invoice (the “Due Date”). Except as
provided in Schedule C, Administrator shall bill Service fees monthly, and out-of-pocket expenses as incurred (unless prepayment is requested
by Administrator). Administrator may, at its option, arrange to have various service providers submit invoices directly to the Fund for
payment of reimbursable out-of-pocket expenses.


 


(f)           The
Fund is aware that its failure to remit to Administrator all amounts due on or before the Due Date may cause Administrator to incur costs
not contemplated by this Agreement, including, but not limited to carrying, processing and accounting charges. Accordingly, in the event
that Administrator does not receive any amounts due hereunder by the Due Date, the Fund agrees to pay a late charge on the overdue amount
equal to one and one-half percent (1.5%) per month or the maximum amount permitted by law, whichever is less. In addition, the Fund shall
pay Administrator’s reasonable attorney’s fees and court costs if any amounts due Administrator in the event that an attorney
is engaged to assist in the collection of amounts due. Acceptance of such late charge shall in no event constitute a waiver by Administrator
of the Fund’s default or prevent Administrator from exercising any other rights and remedies available to it.


 


(g)           In
the event that any charges are disputed, the Fund shall, on or before the Due Date, pay all undisputed amounts due hereunder and notify
the Administrator in writing of any disputed charges for out-of-pocket expenses which it is disputing in good faith. The Administrator
shall, upon receipt of such notice, provide the Fund with documentation that reasonably supports the disputed charges. Payment for such
disputed charges shall be due on or before the close of the fifth (5th) business day after the day on which the parties come
to an agreement with respect to such disputed charges (the “Revised Due Date”). Late charges shall not begin to accrue as
to charges disputed in good faith until the first day after the Revised Due Date.


 


(h)           The
Fund acknowledges that the fees charged by Administrator under this Agreement reflect the allocation of risk between the parties, including
the exclusion of remedies and limitations of liability in Section 6. Modifying the allocation of risk from what is stated herein would
affect the fees that Administrator charges. Accordingly, in consideration of those fees, the Fund agrees to the stated allocation of risk.


 


	5.	Confidential Information



 


(a)           The
Administrator agrees on behalf of itself and its employees to treat confidentially and as proprietary information of the Fund all records
relative to the Fund’s Investors, not to use such records and information for any purpose other than performance of the Services,
and not to disclose such information except where the Administrator may be exposed to civil or criminal proceedings for failure to comply,
when requested to divulge such information by duly constituted authorities or court process, when subject to governmental or regulatory
audit or investigation, or when so requested by the Fund. In case of any requests or demands for inspection of the records of the Fund,
the Administrator will endeavor to notify the Manager promptly and to secure instructions from a representative of the Manager as to such
inspection, unless prohibited by law from making such notification. Records and information which have become known to the public through
no wrongful act of the Administrator or any of its employees, agents or representatives, and information which was already in the possession
of the Administrator prior to the date hereof, shall not be subject to this Section.


 






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(b)           In
connection with Administrator’s provision of the Services, the Adviser and Fund may have access to and become acquainted with confidential
proprietary information of Administrator, including, but not limited to (a) client identities and relationships, compilations of information,
records and specifications; (b) data or information that is competitively sensitive material, and not generally by the public; (c) confidential
or proprietary concepts, documentation, reports, or data; (d) information regarding Administrator’s information security program;
and (e) anything designated as confidential (collectively, “Administrator Confidential Information”). Neither the Fund, the
Manger, the Investment Adviser, nor any of their officers, employees or agents shall disclose any of the Administrator Confidential Information,
directly or indirectly, or use the Administrator Confidential Information in any way, for its own benefit or for the benefit of others,
either during the term of this Agreement or at any time thereafter, except as required in the course of performing the duties of each
party under this Agreement. The term “Administrator Confidential Information” does not include information that (a) becomes
or has been generally available to the public other than as a result of disclosure by the Receiving Party; (b) was available to the Receiving
Party on a non-confidential basis prior to its disclosure by the Disclosing Party or any of its affiliates; or (c) independently developed
or becomes available to the Receiving Party on a non-confidential basis from a source other than the Disclosing Party or its affiliates.
The Fund represents and warrants that it shall take and maintain adequate physical, electronic and procedural safeguards in connection
with any use, storage, transmission, duplication or other process involving or derived from the Administrator Confidential Information
whether such storage, transmission, duplication or other process is by physical or electronic medium (including use of the Internet).


 


(c)           The
provisions of this Section 5 will survive termination of this Agreement and will inure to the benefit of the parties and their successors
and assigns.


 


	6.	Limitation of Liability



 


(a)        
The Administrator shall exercise due care and reasonable care in good faith and in accordance with reasonable commercial standards in
discharging its duties hereunder.  Notwithstanding anything to the contrary in this Agreement, the Administrator shall be liable
to a Fund for all losses, damages and reasonable costs and expenses suffered or incurred by such Fund resulting from the bad faith, gross
negligence, fraud, reckless disregard on the part of the Administrator in the performance of its duties and obligations under this Agreement,
uncured material breach of this Agreement or willful misconduct of the Administrator (the “Standard of Care”). Subject to
the foregoing, Administrator shall not be liable for: (i) any action reasonably taken or omitted to be taken in accordance with or in
reasonable reliance upon Instructions, communications, data, documents or information (without investigation or verification) received
by the Administrator from an officer or representative of the Fund, or from any Authorized Person; (ii) any action taken or omission by
a Fund, the Fund, Investment Adviser, any Authorized Person or any past or current service provider; or, (iii) its reliance on the security
valuations without investigation or verification provided by pricing service(s), the Investment Adviser or representatives of the Fund.


 


(b)            Notwithstanding
anything herein to the contrary, each party hereto will be excused from its obligation to perform any Service or obligation required of
it hereunder for the duration that such performance is prevented by events beyond its reasonable control and shall not be liable for any
default, damage, loss of data or documents, errors, delay or any other loss whatsoever caused thereby. Administrator will, however, take
all reasonable steps to minimize service interruptions for any period that such interruption continues beyond its reasonable control.


 






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(c)            In
no event and under no circumstances shall the Indemnified Parties (as defined below) be liable to anyone, including, without limitation,
the other party, under any theory of tort, contract, strict liability or other legal or equitable theory for lost profits, exemplary,
punitive, special, indirect or consequential damages for any act or failure to act under any provision of this Agreement regardless of
whether such damages were foreseeable and even if advised of the possibility thereof.


 


(d)           The
obligations of the parties under Section 6 shall indefinitely survive the termination of this Agreement.


 


	7.	Indemnification



 


(a)           The
Fund agrees to indemnify and hold harmless Administrator, and its nominees (collectively, the “Indemnified Parties”) from
and against any and all claims, demands, actions and suits, and from and against any and all judgments, liabilities, losses, damages,
costs, charges, fees, penalties, and other expenses (excluding attorney’s fees) of every nature and character (“Losses”)
which may be asserted against or incurred by any Indemnified Party or for which any Indemnified Party may be held liable (a “Claim”),
arising out of or in any way relating to any of the following, except, in each case, to the extent a Claim resulted from Administrator’s
breach of the Standard of Care:


 


(i)           any
action or omission of Administrator;


 


(ii)           Administrator’s
reasonable reliance on, implementation of or use of, Instructions, communications, data, documents or information (without investigation
or verification) received by Administrator from an officer or representative of the Fund, or from any Authorized Person;


 


(iii)           any
action taken, or omission by, a Fund, the Fund, Investment Adviser, any Authorized Person or any past or current service provider (not
including Administrator);


 


(iv)           any
Claim that arises out of the Fund’s gross negligence or willful misconduct or breach of any representation or warranty of the Fund
made herein; and


 


(v)           its
reliance on the security valuations without investigation or verification provided by pricing service(s), the Investment Adviser or representatives
of the Fund.


 


(b)            Promptly
after receipt by Administrator of notice of the commencement of an investigation, action, claim or proceeding, Administrator shall, if
a claim for indemnification in respect thereof is made under this Section, notify the Fund in writing of the commencement thereof, although
the failure to do so shall not prevent recovery by Administrator or any Indemnified Party. The Fund shall be entitled to participate at
its own expense in the defense or, if it so elects, to assume the defense of any suit brought to enforce any such Loss, but if the Fund
elects to assume the defense, such defense shall be conducted by counsel chosen by the Fund and approved by Administrator, which approval
shall not be unreasonably withheld. In the event the Fund elects to assume the defense of any such suit and retain such counsel and notifies
Administrator of such election, the indemnified defendant or defendants in such suit shall bear the fees and expenses of any additional
counsel retained by them subsequent to the receipt of the Fund’s election. If the Fund does not elect to assume the defense of any
such suit, or in case Administrator does not, in the exercise of reasonable judgment, approve of counsel chosen by the Fund, or in case
there is a conflict of interest between the Fund and Administrator or any Indemnified Party, the Fund will reimburse the Indemnified Party
or Parties named as defendant or defendants in such suit, for the reasonable fees and expenses of any counsel retained by Administrator
and them. The Fund’s indemnification agreement contained in this Section 7 and the Fund’s representations and warranties in
this Agreement shall remain operative and in full force and effect regardless of any investigation made by or on behalf of Administrator
and each Indemnified Party, and shall survive the delivery of any Shares and the termination of this Agreement. This agreement of indemnity
will inure exclusively to Administrator’s benefit, to the benefit of each Indemnified Party and their estates and successors. The
Fund agrees to promptly notify Administrator of the commencement of any litigation or proceedings against the Fund or any of its officers
or directors in connection with the issue and sale of any of the Shares.


 






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(c)           The
obligations of the parties under this Section 7 shall indefinitely survive the termination of this Agreement.


 


	8.	Term



 


(a)            This
Agreement shall become effective with respect to the Fund as of the date hereof. This Agreement shall continue in effect with respect
to the Fund for a five-year period beginning on the date of this Agreement (the “Initial Term”). Thereafter, if not terminated
as provided herein, the Agreement shall continue automatically in effect as to the Fund for successive two-year periods (each a “Renewal
Term”).


 


(b)           In the event this Agreement
is terminated by the Fund prior to the end of the Initial Term or any subsequent Renewal Term, the Fund shall be obligated to pay Administrator
the remaining balance of the fees payable to Administrator under this Agreement through the end of the Initial Term or Renewal Term, as
applicable. Notwithstanding the foregoing, either party may terminate this Agreement at the end of the Initial Term or at the end of any
successive Renewal Term (the “Termination Date”) by giving the other party a written notice not less than ninety (90) days’
prior to the end of the respective term. Notwithstanding anything herein to the contrary, upon the termination of the Agreement as provided
herein or the liquidation, merger or acquisition of a Fund or the Fund, Administrator shall deliver the records of the Fund to the Fund
or its successor service provider at the expense of the Fund in a form that is consistent with Administrator’s applicable license
agreements, and thereafter the Fund or its designee shall be solely responsible for preserving the records for the periods required by
all applicable laws, rules and regulations. The Fund shall be responsible for all expenses associated with the movement (or duplication)
of records and materials and conversion thereof to a successor service provider, including all reasonable trailing expenses incurred by
Administrator. In addition, in the event of termination of this Agreement, or the proposed liquidation, merger or acquisition of the Fund
or a Fund(s), and Administrator’s agreement to provide additional Services in connection therewith, Administrator shall provide
such Services and be entitled to such compensation as the parties may mutually agree. Administrator shall not reduce the level of service
provided to the Fund prior to termination following notice of termination by the Fund.


 


	9.	Power of Attorney



 


The Fund hereby grants to
Administrator the limited power of attorney on behalf of the Funds to sign Blue Sky forms and related documents in connection with the
performance of Services under this Agreement.


 






    11


     


    

 


 


	10.	Miscellaneous



 


(a)           Any
notice required or permitted to be given by either party to the other under this Agreement shall be in writing and shall be deemed to
have been given when received by the other party as set forth below. Such notices shall be sent to the addresses listed below, or to such
other location as either party may from time to time designate in writing:


 


	 	If to Administrator:	UMB Fund Services, Inc.
	 	 	235 West Galena Street
	 	 	Milwaukee, Wisconsin 53212
	 	 	Attention:  Legal Department
	 	 	 
	 	If to the Fund:	Wellings Real Estate Income Fund
	 	 	c/o Wellings Capital Management, LLC
	 	 	14805 Forest Road
	 	 	Suite 203
	 	 	Forest, Virginia 24551
	 	 	Attention:  Benjamin Kahle



 


If notice is sent by electronic delivery or facsimile,
it shall be deemed to have been given immediately (contingent upon confirmed receipt by the intended recipient). If notice is sent by
first-class mail, it shall be deemed to have been given five days after it has been mailed. If notice is sent by messenger, it shall be
deemed to have been given on the day it is delivered.


 


(b)            Except
as provided to the contrary herein, this Agreement may not be amended or modified in any manner except by a written agreement executed
by both parties with the formality of this Agreement.


 


(c)           This
Agreement shall be governed by Wisconsin law, excluding the laws on conflicts of laws. To the extent that the applicable laws of the State
of Delaware, or any of the provisions herein, conflict with the applicable provisions of the 1940 Act, the latter shall control, and nothing
herein shall be construed in a manner inconsistent with the 1940 Act or any rule or order of the Commission thereunder. Any provision
of this Agreement which is determined by competent authority to be prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such
prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.
In such case, the parties shall in good faith modify or substitute such provision consistent with the original intent of the parties.


 






    12


     


    

 


(d)           This
Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original agreement but such counterparts
shall together constitute but one and the same instrument. The facsimile signature of any party to this Agreement shall constitute the
valid and binding execution hereof by such party.


 


(e)           The
services of Administrator hereunder are not deemed to be exclusive. Administrator may render administration and fund accounting services
and any other services to others, including other investment companies.


 


(f)            The
captions in the Agreement are included for convenience of reference only, and in no way define or limit any of the provisions hereof or
otherwise affect their construction or effect.


 


(g)           This
Agreement is executed by the Fund with respect to the Funds and the obligations hereunder are not binding upon any of the trustees, officers
or Shareholders individually but are binding only upon the Fund to which such obligations pertain and the assets and property of such
Fund. All obligations of the Fund under this Agreement shall apply only on a Fund-by-Fund basis, and the assets of one Fund shall not
be liable for the obligations of another Fund. The Fund’s Certificate of Trust is on file with the Secretary of State of Delaware.


 


(h)           This
Agreement and the Schedules incorporated herein constitute the full and complete understanding and agreement of Administrator and the
Fund and supersedes all prior negotiations, understandings and agreements with respect to fund accounting and administration services.


 


(i)           Except
as specifically provided herein, this Agreement does not in any way affect any other agreements entered into among the parties hereto
and any actions taken or omitted by any party hereunder shall not affect any rights or obligations of any other party hereunder.


 


(j)            Administrator
shall retain all right, title and interest in any and all computer programs, screen formats, report formats, procedures, data bases, interactive
design techniques, derivative works, inventions, discoveries, patentable or copyrightable matters, concepts, expertise, trade secrets,
trademarks and other related legal rights provided, developed or utilized by Administrator in connection with the Services provided by
Administrator to the Fund hereunder.


 


(k)            This
Agreement shall extend to and shall be binding upon the parties hereto, and their respective successors and assigns. This Agreement shall
not be assignable by either party without the written consent of the other party.


 


(l)            The
person signing below represents and warrants that he/she is duly authorized to execute this Agreement on behalf of the party on whose
behalf such person is signing.


 


[Signature page to follow.]


 






    13


     


    

 


IN WITNESS WHEREOF,
the parties hereto have caused this Agreement to be executed by a duly authorized person as of the day, month and year first above written.


 


	 	WELLINGS REAL ESTATE INCOME FUND

 (the “Fund”)
	 	 	 
	 	By:	                                
	 	 	 
	 	Title: 	
	 	 	 
	 	Date:	
	 	 	 
	 	UMB FUND SERVICES, INC.

 (“Administrator”)
	 	 	 
	 	 	 
	 	By:	
	 	 	 
	 	Title:	
	 	 	 
	 	Date:	



 






     


     


    

 


Schedule A


to the


Administration and Fund Accounting Agreement


by and between


Wellings Real Estate Income Fund


and 


UMB Fund Services, Inc.


 


 


[RESERVED]


 




    Sch A-1


     


    

 


Schedule B


to the


Administration and Fund Accounting Agreement


by and between


Wellings Real Estate Income Fund


and 


UMB Fund Services, Inc.


 


SERVICES


 


Subject to the oversight of, and utilizing information
provided by the Fund, Investment Adviser, and the Fund’s agents, the Administrator will provide the following services:


 


Fund Accounting


 


		1.	Establish, maintain and review the administrative and procedural processes.



 


		2.	Establish, maintain and review the general ledgers.



 


		3.	Establish, maintain and review the investors’ capital accounts and record all transactions including
subscriptions and redemptions.



 


		4.	Establish, maintain and review the investors’ capital accounts and record all transactions, including
capital commitments, capital calls, draw downs and distributions.



 


		5.	Assess management and incentive fees, calculate net asset values and effect all appropriate allocations,
including new issue carve-outs, in accordance with the Fund’s operating documents as provided to the Administrator.



 


		6.	Receive and record all underlying investment transactions and reconcile to all bank accounts monthly.



 


		7.	Interface with the investment to determine and reconcile monthly valuations, long/short information,
AUM and all other pertinent information.



 


		8.	Receive and record all underlying investment transactions, including capital commitments, capital calls,
draw-downs and distributions, and reconcile to all bank accounts monthly.



 


		9.	Receive and record all underlying investment valuations and other pertinent information.



 


		10.	Determine and periodically monitor the Fund’s income and expense accruals.



 


		11.	Generate the financial reporting package as of each period-end including the Statements of Financial
Position, Profit and Loss, Changes in Capital and Changes in Investor’s Capital.



 


		12.	Create and maintain UMB Website portal for the Fund. Includes access to details of investment and investor subscription and
                                                            redemption activity, month-end balances, financial packages, investor capital statements, tax information, and fund-level
                                                            information such as fund documents, fund annual audit reports, and fund communication letters.



 






    Sch B-1


     


    

 


Regulatory Administration


 


Subject to the direction of and utilizing information provided
by the Fund, the Investment Adviser, and the Fund’s agents, the Administrator will provide the services listed below. The Administrator’s
provision of these services shall not relieve the Fund and the Fund’s Investment Adviser of their primary day-to-day responsibility
for assuring such compliance. The Administrator’s ability to provide information regarding compliance with respect to applicable
rules and regulations may be limited by the characteristics of the Fund’s investments. The Administrator shall perform the following
duties on behalf of the Funds:


 


		1.	General Fund Management



 


		a.	Provide appropriate personnel, office facilities, information technology, record keeping and other
resources as necessary for the Administrator to perform its duties and responsibilities under this agreement;



 


		b.	Act as liaison among all Fund service providers.



 


		2.	Coordinate Board activities



 


		a.	Develop with legal counsel and the secretary of the Fund an agenda and draft resolutions for each quarterly
Board meeting;



 


		b.	Prepare Board reports based on financial and administrative data as requested by the Board. Coordinate
the preparation of electronic board books for quarterly Board meetings;



 


		c.	Attend quarterly Board meetings, either in person or telephonically, and prepare a first draft of the
quarterly meeting minutes, as requested by the Board.



 


		3.	Financial Reporting and Audits



 


		a.	Prepare quarterly, semi-annual and annual schedules and financial statements including schedule of investments
and the related statements of operations, assets and liabilities, changes in net assets and cash flow (if required), and financial highlights
to each financial statement;



 


		b.	Draft footnotes to financial statements for approval by the Funds’ officers and independent accountants;



 


		c.	Provide facilities, information and personnel as necessary to accommodate annual audits with the Funds’
independent accountants or examinations by the SEC or other regulatory authorities.



 


		4.	Compliance



 


		a.	From time to time as the Administrator deems appropriate (but no less frequently than quarterly), check
the Fund’s compliance with the policies and limitations of the Fund relating to the portfolio investments as set forth in the Fund’s
Offering Memorandum and Statement of Additional Information (but these functions shall not relieve the Fund’s Portfolio Managers,
if any, of their primary day-to-day responsibility for assuring such compliance);



 


		b.	Monitor Fund activity for compliance with subchapter M under the Internal Revenue Code (but these functions
shall not relieve the Fund’s Portfolio Managers, if any, of their primary day-to-day responsibility for assuring such compliance).
Compliance testing is dependent on receiving necessary information from any underlying investment.



 


		5.	Expenses



 


		a.	Prepare annual Fund-level and class-level budgets and update on a periodic basis;



		b.	Coordinate the payment of expenses;



		c.	Establish accruals and provide to the Funds’ Fund Accountant;



		d.	Provide expense summary reporting as reasonably requested by the Fund.



 


		6.	Filings



 


		a.	Provide the following for Form N-1A or Form N-2 filings and required updates:
	 	 	 



		i.	Preparation of expense table;



		ii.	Performance information;



		iii.	Preparation of shareholder expense transaction and annual fund operating expense examples; and



		iv.	Investment Advisor and trustee fee data.



 






    Sch B-2


     


    

 


		b.	Subject to having received all relevant information from the Fund and upon the advice and direction
of Fund counsel, prepare Form N-PX and provide to Fund counsel for its review; upon the advice and direction of Fund counsel, file Form
N-PX with the Commission as required;



		c.	Assist in compiling exhibits and disclosures for Form N-CEN and Form N-CSR and file when approved by
the principal officers of the Funds;



		d.	Compile data, prepare timely notices and file with SEC pursuant to Rule 24f-2;



		e.	Prepare and file Form N-Q until the Fund is required to begin filing reports on Form N-PORT;



		f.	File Rule 17g-1 fidelity bond filing when received from the Funds or broker.



 


		7.	Other



 


		a.	Calculate dividend and capital gain distributions, subject to review and approval by the Funds’
officers and independent accountants;





		b.	Calculate standard performance, as defined by Rule 482 of the Investment Company Act of 1940, as requested
by the Fund;





		c.	Report performance and other portfolio information to outside reporting agencies as directed by the
Investment Adviser;





		d.	Assist in securing and monitoring the directors and officers liability coverage and fidelity bond for
the Funds;





		e.	Provide periodic updates on recent accounting, tax and regulatory events affecting the Funds and/or
Investment Adviser;





		f.	Assist the Funds during SEC audits, including providing applicable documents from the SEC’s document
request list;





		g.	Maintain a regulatory compliance calendar (initially provided by the Fund’s CCO) listing various
Board approval and SEC filing dates.



 


Additional services available but not included in the above
are (specific charges to be agreed to by the parties):


 


		1.	Daily compliance testing and reporting;





		2.	Electronic board book portal;





		3.	FIN 48 documentation and review;





		4.	Multi-manager reporting;





		5.	Assisting the Fund in preparing and filing reports that need to be filed in XBRL format;





		6.	Regulatory Administration





		a.	Update annual amendments to the Funds’ registration statement;





		b.	Coordinate filing of Form 485a/485b and XBRL as agreed to with the Funds;





		c.	Assist in completing fidelity bond and D&O/E&O insurance applications.





		7.	Prepare draft minutes for additional Board meetings (beyond standard quarterly Board meetings);





		8.	Other special projects as agreed to by the parties.



 






    Sch B-3


     


    

 


Transfer Agency


 


		1.	Generate investor statements and confirmations.





		2.	File IRS Forms 1099, 5498, 1042, 1042-S, and 945 with shareholders and/or
the IRS.





		3.	Performing Investor shareholder record keeping





		4.	Accepting approved valid transactional data from client portal for financial
and non-financial transactions into UMB transfer agency platform 





		5.	Providing account activity and positional data files for external platform
presentation.



 


Tax Preparation, Compliance
and Reporting – K-1


 


		1.	Calculate estimated taxable income and provide estimates through October 31.





		2.	Calculate 1042/8804 withholding. Prepare 1042/8804 filings. Prepare and provide 1042-S/8805 to partners
as needed. Prepare forms W-9, W-8IMY, and W-8BEN as needed.





		3.	Prepare forms 1099-MISC and forms 1099-INT as needed.





	4.	Gather all Schedules K-1 and/or Annual PFIC Statements from underlying investments.
	 	 



		5.	Prepare a schedule of book/tax adjustments.





		6.	Prepare and file tax extensions as needed.





	7.	Calculate taxable income, prepare and provide Schedules K-1.
	 	 



		8.	Prepare form 1065 and state tax filings as needed.





		9.	Track tax basis of investments.





		10.	Calculate any federal or state annual/quarterly estimated tax payments as needed.





		11.	Annually review tax efficiency and provide suggestions and solutions for tax planning.





		12.	Provide initial and ongoing periodic review of legal documents for completeness and conformity with
U.S. tax law and provide suggestions and solutions.





		13.	(ERISA funds only) Prepare Form 5500 for submission to the Department of Labor.





		14.	Prepare ASC-740 analysis as needed.





		15.	Prepare Foreign Bank and Financial Accounts Report (FBAR) as needed.



 




    Sch B-4


     


    

 


Schedule C


to the


Administration and Fund Accounting Agreement


by and between


Wellings Real Estate Income Fund


and 


UMB Fund Services, Inc.


 


FEES


Fund Accounting


 


		n	Per master/stand-alone fund, per year:



		q	First $100 million in assets	6 basis points, plus



		q	Next $100 million in assets	5 basis points, plus



		q	Next $100 million in assets	4 basis points, plus



		q	Assets over $300 million	3 basis points
	 	Subject to a minimum annual fee	$25,000*



 


*50% off minimum fees during first 6 months of funds’
operations


 


Regulatory Administration 


Regulatory Administration


 


		n	Per master/stand-alone fund, per year:



		q	First $100 million in assets	3 basis points, plus



		q	Next $100 million in assets	2.5 basis points, plus



		q	Next $100 million in assets	2 basis points, plus



		q	Assets over $300 million	1 basis point



 


		n	Base fee for master/stand-alone fund, per year$36,000*



 


*50% off minimum fees during first 6 months of funds’
operations


 


Tax Preparation, Compliance &
Reporting (K1)


 


		n	Per master/stand-alone fund, per year	2.0 basis points
	 	 	Subject to a minimum annual fee	$15,000
                                            *



 


*50% off minimum fees during first 6 months of funds’
operations


 






    Sch C-1


     


    

 


Blue Sky Fees


 


	Per Permit	$150



 


Programming and Special Project Fees


 


Additional fees at $175 per hour, or as quoted by project,
may apply for special programming or projects to meet your servicing requirements or to create custom reports or data extracts.


 


Out-of-Pocket Expenses 


 


Out-of-pocket expenses include but are not limited to normal
recurring expenses such as pricing services; security master set-up services; corporate action services; factor services; EDGAR filing
fees; design, typesetting and printing of shareholder reports and prospectuses; customized reporting; third-party data provider/research
services costs (including but not limited to Gainskeeper, E&Y PFIC Analyzer, Bloomberg, GICS, MSCI, CUSIP, SEDOL); assistance in preparation
of responses to IRS correspondence; statement paper; tax forms; envelopes; postage; express delivery charges; courier services; telephone
charges; printing of reports; photocopying; binders; dividers; stationery; record retention/storage/retrieval; travel on behalf and request
of the fund; bank account service fees and any other bank charges; DTCC/NSCC participant billing; customer identity check fees; and expenses,
including but not limited to attorney’s fees, incurred in connection with responding to and complying with SEC or other regulatory
investigations, inquiries or subpoenas, excluding routine examinations of UMB in its capacity as a service provider to the funds. Customized
reports or excessive reporting requests may be charged in accordance with the current pricing schedule.


 


Complex tax vehicles such as MLPs, straddles, or other unique
structures may require additional charges for review or systems.


 


All fees, other than basis point fees, are subject to an
annual escalation equal to the increase in the Consumer Price Index–Urban Wage Earners (CPI). Such escalations shall be effective
commencing one year from the effective date of each Fund and the corresponding date each year thereafter. No amendment of this fee schedule
shall be required with each escalation. CPI will be determined by reference to the Consumer Price Index News Release issued by the Bureau
of Labor Statistics, U.S. Department of Labor.


 


Fees for services not contemplated by this schedule will be negotiated
on a case-by-case basis.


 


 


Sch C-2