Exhibit 10.1


 


INVESTMENT ADVISORY
AGREEMENT


 


This Investment Advisory Agreement (this “Agreement”),
dated and effective as of May 2, 2022, is made by and between Wellings Real Estate Income Fund, a Delaware statutory trust (herein referred
to as the “Fund”) and Wellings Capital Management, LLC, a Delaware limited liability company (herein referred
to as the “Investment Adviser”).


 


1. Appointment
of Adviser. The Adviser hereby undertakes and agrees, upon the terms and conditions herein set forth, to provide overall investment
advisory services for the Fund and in connection therewith to, in accordance with the Fund’s investment objectives, policies and
restrictions as in effect from time to time:


 


(i) determining
the composition of the Fund’s portfolio, the nature and timing of the changes to the Fund’s portfolio and the manner of implementing
such changes in accordance with the Fund’s investment objective, policies and restrictions;


 


(ii) identifying
investment opportunities and making investment decisions for the Fund, including negotiating the terms of investments in, and dispositions
of, portfolio securities and other instruments on the Fund’s behalf;


 


(iii) monitoring
the Fund’s investments;


 


(iv) performing
due diligence on prospective portfolio companies;


 


(v) exercising
voting rights in respect of portfolio securities and other investments for the Fund;


 


(vi) serving
on, and exercising observer rights for, boards of directors and similar committees of the Fund’s portfolio companies;


 


(vii) negotiating,
obtaining and managing financing facilities and other forms of leverage; and


 


(viii) providing
the Fund with such other investment advisory and related services as the Fund may, from time to time, reasonably require for the investment
of capital, which may include, without limitation:


 


		a.	making, in consultation with the Fund’s board of trustees (the “Board of Trustees”),
investment strategy decisions for the Fund;



		b.	reasonably assisting the Board of Trustees and the Fund’s other service providers with the valuation
of the Fund’s assets;



		c.	directing investment professionals of the Adviser or non-investment professionals of the Administrator
(as defined below) to provide managerial assistance to portfolio companies of the Fund as requested by the Fund, from time to time; and



		d.	exercising voting rights in respect of the Fund’s portfolio securities and other investments.



 






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Subject to the supervision of the Board of Trustees,
the Adviser shall have the power and authority on behalf of the Fund to effectuate its investment decisions for the Fund, including the
execution and delivery of all documents relating to the Fund’s investments, the placing of orders for other purchase or sale transactions
on behalf of the Fund and causing the Fund to pay investment-related expenses. In the event that the Fund determines to acquire debt financing,
the Adviser will arrange for such financing on the Fund’s behalf. If it is necessary or appropriate for the Adviser to make investments
on behalf of the Fund through a special purpose vehicle, the Adviser shall have authority to create or arrange for the creation of such
special purpose vehicle and to make such investments through such special purpose vehicle (in accordance with the Investment Company Act
of 1940, as amended (the “1940 Act”)).


 


Subject to the prior approval of a majority of
the Board of Trustees, including a majority of the Board of Trustees who are not “interested persons” of the Fund and, to
the extent required by the 1940 Act and the rules and regulations thereunder, subject to any applicable guidance or interpretation of
the Securities and Exchange Commission (“SEC”) or its staff, by the shareholders of the Fund, as applicable,
the Adviser may, from time to time, delegate to a sub-adviser or other service provider any of the Adviser’s duties under this Agreement,
including the management of all or a portion of the assets being managed. The Fund acknowledges that the Adviser makes no warranty that
any investments made by the Adviser hereunder will not depreciate in value or at any time not be affected by adverse tax consequences,
nor does it give any warranty as to the performance or profitability of the assets or the success of any investment strategy recommended
or used by the Adviser.


 


2. Expenses.
In connection herewith, the Adviser agrees to maintain a staff within its organization to furnish the above services to the Fund. The
Adviser shall bear all expenses arising out of its duties hereunder, except as provided in this Section 2.


 


Except as specifically provided below and above
in Section 1 hereof, the Fund anticipates that all investment professionals and staff of the Adviser, when and to the extent engaged in
providing investment advisory services to the Fund, and the base compensation, bonus and benefits, and the routine overhead expenses,
of such personnel allocable to such services, will be provided and paid for by the Adviser. The Fund will reimburse the Investment Adviser
for all reasonable and direct expenses incurred in connection with (i) the organization of the Fund, the Investment Adviser, and related
entities and (ii) the preparation of all materials in connection with the private offering of the Shares (collectively, “Organization
and Offering Expenses”). Organization and Offering Expenses shall include, but are not limited to, legal, tax, compliance,
accounting, printing, mailing, travel, meals, due diligence costs, and other costs and expenses associated with organizing and marketing
the Fund. All Shares will be responsible for the pro rata portion of Organization and Offering Expenses attributable to such Shares.


 


The Fund will bear all other costs and expenses
of the Fund’s operations, administration and transactions, including:


 


(a) all
costs and expenses attributable to acquiring or originating, holding, and disposing of investments;


 






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(b) the
actual costs incurred by the Investment Adviser or third party engaged by the Investment Adviser in connection with management and servicing
of the Fund’s investments, as applicable, provided that the Fund’s responsibility for such costs shall be limited to an amount
that is usual and customary for the provision of such services in the geographic area of the investment, as applicable;


 


(c) legal,
accounting, auditing, banking, consulting, and other fees and expenses, including reimbursement to the Investment Adviser for the cost
of specific services provided by the Investment Adviser or its affiliates, which would otherwise be provided by third party experts such
as tax and legal services;


 


(d) all
reasonable out-of-pocket fees and expenses incurred by the Fund, the Investment Adviser, or their respective affiliates, partners, agents,
officers, and employees relating to the investigation of investment, syndication, and investment repayment opportunities for the Fund,
whether or not consummated, and the fees and expenses of due diligence associated therewith;


 


(e) the
fees payable to the Investment Adviser, or any of their respective affiliates for services provided, including the base management fee;


 


(f) any
taxes, fees, and other governmental charges levied against the Fund; and


 


(g) all
other expenses incurred by the Investment Adviser or any of its affiliates in connection with administering the Fund’s business,
including expenses incurred by the Investment Adviser, or any of its affiliates in performing administrative services for the Fund, the
allocable portion of the compensation and overhead of administrative personnel of the Investment Adviser or any of its affiliates or paid
by the Investment Adviser or any of its affiliates, and the cost of any third-party service providers, including UMB Fund Services (the
“Administrator”), engaged to assist the Investment Adviser or any of its affiliates with the provision of administrative
services for the Fund or on the Fund’s behalf,


 


From time to time, the Adviser, the Administrator
or their affiliates may pay third-party providers of goods or services. The Fund will reimburse the Adviser, the Administrator or such
affiliates thereof for any such amounts paid on the Fund’s behalf. From time to time, the Adviser or the Administrator may defer
or waive fees and/or rights to be reimbursed for expenses. All of the foregoing expenses will ultimately be borne by the Fund’s
shareholders, subject to the cap on organization and offering expenses described above.


 


Costs and expenses of the 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
Adviser shall pay the organizational expenses of the Fund, provided; however, that the Fund shall reimburse the Adviser
for any organizational expenses paid on the Fund’s behalf upon the Fund’s receipt of $20 million in investor subscriptions
and, thereafter, the Fund shall assume sole responsibility for its own organizational expenses.


 






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3. Transactions
with Affiliates. The Adviser is authorized on behalf of the Fund, from time to time when deemed to be in the best interests of the
Fund and to the extent permitted by applicable law, to purchase and/or sell securities in which the Adviser or any of its affiliates underwrites,
deals in and/or makes a market and/or may perform or seek to perform investment banking services for issuers of such securities. The Adviser
is further authorized, to the extent permitted by applicable law, to select brokers (including any brokers affiliated with the Adviser)
for the execution of trades for the Fund.


 


4. Best
Execution; Research Services. The Adviser is authorized, for the purchase and sale of the Fund’s portfolio securities, to employ
such dealers and brokers as may, in the judgment of the Adviser, implement the policy of the Fund to obtain the best results, taking into
account such factors as price, including dealer spread, the size, type and difficulty of the transaction involved, the firm’s general
execution and operational facilities and the firm’s risk in positioning the securities involved. Consistent with this policy, the
Adviser is authorized to direct the execution of the Fund’s portfolio transactions to dealers and brokers furnishing statistical
information or research deemed by the Adviser to be useful or valuable to the performance of its investment advisory functions for the
Fund. It is understood that in these circumstances, as contemplated by Section 28(e) of the Securities Exchange Act of 1934, as amended,
the commissions paid may be higher than those which the Fund might otherwise have paid to another broker if those services had not been
provided. Information so received will be in addition to and not in lieu of the services required to be performed by the Adviser. It is
understood that the expenses of the Adviser will not necessarily be reduced as a result of the receipt of such information or research.
Research services furnished to the Adviser by brokers who effect securities transactions for the Fund may be used by the Adviser in servicing
other investment companies, entities or funds and accounts which it manages. Similarly, research services furnished to the Adviser by
brokers who effect securities transactions for other investment companies, entities or funds and accounts which the Adviser manages may
be used by the Adviser in servicing the Fund. It is understood that not all of these research services are used by the Adviser in managing
any particular account, including the Fund.


 


The Adviser and its affiliates may aggregate purchase
or sale orders for the assets with purchase or sale orders for the same security for other clients’ accounts of the Adviser or of
its affiliates, the Adviser’s own accounts and hold proprietary positions in accordance with its current aggregation and allocation
policy (collectively, the “Advisory Clients”), but only if (x) in the Adviser’s reasonable judgment such
aggregation results in an overall economic or other benefit to the assets taking into consideration the advantageous selling or purchase
price, brokerage commission and other expenses and factors and (y) the Adviser’s actions with respect to aggregating orders for
multiple Advisory Clients, as well as the Fund, are consistent with applicable law. However, the Adviser is under no obligation to aggregate
any such orders under any circumstances.


 


5. Remuneration.


 


The Fund agrees to pay, and the Adviser agrees
to accept, as compensation for the services provided by the Adviser hereunder, a base management fee and an incentive fee as hereinafter
set forth. The Fund shall make any payments due hereunder to the Adviser or to the Adviser’s designee as the Adviser may otherwise
direct.


 






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(a) Management
Fee. The base management fee is payable monthly in arrears, and will be calculated at a maximum annual rate of 1.25% based on the
capital invested in equity securities issued by entities that invest in manufactured housing communities, 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”).


 


(b) Incentive
Fee. The Incentive Fee will consist of an income-based component and a capital gains component, each as described below. The Incentive
Fee amount, or the calculations pertaining thereto, as appropriate, will be pro-rated for any period less than a full calendar quarter
or year, as applicable.


 


(ii) Incentive
Fee Based on Income. 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 business development company (“BDC”),
and equals 20% of the pre-incentive fee net investment income in excess of a 2.5% quarterly (or 10% annually) “hurdle rate”
on Adjusted Capital. There are no catch-up provisions applicable to income based incentive fees under this Agreement.


 


		(A)	“Pre-incentive fee net investment income” means income distributions from underlying
Fund investments, interest income, dividend income and any other income (including any other fees, such as commitment, origination, structuring,
diligence, managerial and consulting fees or other fees the Fund receives from portfolio companies) that the Fund accrues, minus
the Fund’s operating expenses for the quarter (including the base management fee, expenses payable under the administration
agreement the Fund has entered into with the Administrator, and any interest expense and dividends paid on any issued and outstanding
indebtedness or preferred stock, respectively, but excluding, for avoidance of doubt, the income-based incentive fee accrued
under GAAP). Pre-incentive fee net investment income also includes, in the case of investments with a deferred interest feature
(such as original issue discount, debt instruments with pay in kind interest and zero coupon securities), accrued income that the Fund
has not yet received in cash. For the avoidance of doubt, “pre-incentive fee net investment income” shall exclude:
(x) the cash proceeds of capital events including, without limitation, refinancings and asset sales, and (y) any cash reinvested into
the Fund by the Investment Adviser in its sole and absolute discretion.



 


		(B)	“Adjusted Capital” means cumulative gross proceeds generated from issuances
of Shares of the Fund reduced by return of capital distributions paid to Shareholders.



 


(iii) Incentive
Fee Based on Capital Gains. (A) 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 earned on liquidated investments from portfolio 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. The Fund will accrue, but will not pay, a capital gains incentive fee with respect to unrealized appreciation.


 






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		(B)	In determining the capital gains incentive fee payable to the Investment Adviser, the Fund calculate the
cumulative aggregate realized capital gains and cumulative aggregate realized capital losses since the Fund’s inception, and the
aggregate unrealized capital depreciation as of the date of the calculation, as applicable, with respect to each of the investments in
the Fund’s portfolio. For this purpose, cumulative aggregate realized capital gains, if any, equals the sum of the differences between
the net sales price of each investment, when sold, and the original cost of such investment since the Fund’s inception. Cumulative
aggregate realized capital losses equals the sum of the amounts by which the net sales price of each investment, when sold, is less than
the original cost of such investment since the Fund’s inception. Aggregate unrealized capital depreciation equals the sum of the
difference, if negative, between the valuation of each investment as of the applicable calculation date and the original cost of such
investment. At the end of the applicable year, the amount of capital gains that serves as the basis for the Fund’s calculation of
the capital gains incentive fee equals the cumulative aggregate realized capital gains less cumulative aggregate realized capital losses,
less aggregate unrealized capital depreciation, with respect to the Fund’s portfolio of investments.



 


6. Representations
and Warranties. The Adviser represents and warrants that it is duly registered and authorized as an investment adviser under the Advisers
Act and the Adviser agrees to maintain effective all material requisite registrations, authorizations and licenses, as the case may be,
until the termination of this Agreement.


 


7. Services
Not Deemed Exclusive. The Fund and the Board of Trustees acknowledge and agree that:


 


(a) the
services provided hereunder by the Adviser are not to be deemed exclusive, and the Adviser and any of its affiliates or related persons
are free to render similar services to others and to use the research developed in connection with this Agreement for other Advisory Clients
or affiliates. The Fund agrees that the Adviser may give advice and take action with respect to any of its other Advisory Clients which
may differ from advice given or the timing or nature of action taken with respect to any client or account so long as it is the Adviser’s
policy, to the extent practicable, to allocate investment opportunities to the client or account on a fair and equitable basis relative
to its other Advisory Clients. It is understood that the Adviser shall not have any obligation to recommend for purchase or sale any loans
which its principals, affiliates or employees may purchase or sell for its or their own accounts or for any other client or account if,
in the opinion of the Investment Adviser, such transaction or investment appears unsuitable, impractical or undesirable for the Fund.
Nothing herein shall be construed as constituting the Adviser an agent of the Fund; and


 






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(b) the
Adviser and its affiliates may face conflicts of interest as described in the Fund’s private placement memorandum and/or the Fund’s
periodic filings with the SEC (as such disclosures may be updated from time to time) and such disclosures have been provided, and any
updates will be provided, to the Board of Trustees in connection with its consideration of this Agreement and any future renewal of this
Agreement.


 


8. Limit
of Liability. The Adviser and its officers, managers, partners, agents, employees, controlling persons, members and any other person
or entity affiliated with it (the “Indemnified Parties”) shall not be liable for any error of judgment or mistake
of law or for any act or omission or any loss suffered by the Fund in connection with the matters to which this Agreement relates, provided
that the Adviser shall not be protected against any liability to the Fund or its shareholders to which the Adviser would otherwise be
subject by reason of willful misfeasance, bad faith or gross negligence on its part in the performance of its duties or by reason of the
reckless disregard of its duties and obligations (“disabling conduct”). An Indemnified Party may consult with
counsel and accountants in respect of the Fund’s affairs and shall be fully protected and justified in any action or inaction which
is taken in accordance with the advice or opinion of such counsel and accountants; provided, that such counsel or accountants were selected
with reasonable care. Absent disabling conduct, the Fund will indemnify the Indemnified Parties against, and hold them harmless from,
any damages, liabilities, costs and expenses (including reasonable attorneys’ fees and amounts reasonably paid in settlement) arising
from the rendering of the Adviser’s services under this Agreement or otherwise as adviser for the Fund. The Indemnified Parties
shall not be liable under this Agreement or otherwise for any loss due to the mistake, action, inaction, negligence, dishonesty, fraud
or bad faith of any broker or other agent; provided, that such broker or other agent shall have been selected, engaged or retained and
monitored by the Adviser in good faith, unless such action or inaction was made by reason of disabling conduct, or in the case of a criminal
action or proceeding, where the Adviser had reasonable cause to believe its conduct was unlawful.


 


Indemnification shall be made only following:
(i) a final decision on the merits by a court or other body before which the proceeding was brought that the Indemnified Party was not
liable by reason of disabling conduct or (ii) in the absence of such a decision, a reasonable determination, based upon a review of the
facts, that the Indemnified Party was not liable by reason of disabling conduct by (a) the vote of a majority of a quorum of trustees
of the Fund who are neither “interested persons” of the Fund nor parties to the proceeding (“disinterested non-party
trustees”) or (b) an independent legal counsel in a written opinion.


 


An Indemnified Party shall be entitled to advances
from the Fund for payment of the reasonable expenses (including reasonable counsel fees and expenses) incurred by it in connection with
the matter as to which it is seeking indemnification in the manner and to the fullest extent permissible under law. Prior to any such
advance, the Indemnified Party shall provide to the Fund a written affirmation of its good faith belief that the standard of conduct necessary
for indemnification by the Fund has been met and a written undertaking to repay any such advance if it should ultimately be determined
that the standard of conduct has not been met. In addition, at least one of the following additional conditions shall be met: (a) the
Indemnified Party shall provide a security in form and amount acceptable to the Fund for its undertaking; (b) the Fund is insured against
losses arising by reason of the advance; or (c) a majority of a quorum of disinterested non-party trustees or independent legal counsel,
in a written opinion, shall have determined, based on a review of facts readily available to the Fund at the time the advance is proposed
to be made, that there is reason to believe that the Indemnified Party will ultimately be found to be entitled to indemnification.


 






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9. Duration
and Termination.


 


(a) This
Agreement shall become effective as of the date first written above. This Agreement may be terminated at any time, without the payment
of any penalty, (i) by the Fund upon 60 days’ prior written notice to the Investment Adviser: (A) upon the vote of a “majority
of the outstanding voting securities” of the Fund (as defined in Section 2(a)(42) of the 1940 Act) or (B) by the vote of the Independent
Directors; or (ii) by the Investment Adviser upon not less than 60 days’ prior written notice to the Fund. The provisions of Section
8 of this Agreement shall remain in full force and effect, and the Adviser shall remain entitled to the benefits thereof, notwithstanding
any termination of this Agreement. Further, notwithstanding the termination or expiration of this Agreement as aforesaid, the Adviser
shall be entitled to any amounts owed under Sections 2 or 5 through the date of termination or expiration, and Section 8 shall continue
in force and effect and apply to the Adviser and its representatives as and to the extent applicable.


 


(b) Once
effective, this Agreement shall remain in effect for two years, and thereafter shall continue automatically for successive one-year periods;
provided that such continuance is specifically approved at least annually by: (i) the vote of the Board, or by the vote of a majority
of the outstanding voting securities of the Fund and (ii) the vote of a majority of the Independent Directors, in accordance with the
requirements of the 1940 Act.


 


(ii) This
Agreement will automatically terminate in the event of its “assignment” (as such term is defined for purposes of Section 15(a)(4)
of the 1940 Act).


 


10. Governing
Law. This Agreement shall be governed, construed and interpreted in accordance with the laws of the State of Delaware, provided,
however, that nothing herein shall be construed as being inconsistent with the 1940 Act.


 


11. Notices.
Any notice hereunder shall be in writing and shall be delivered in person or by telex or facsimile (followed by delivery in person) to
the parties at the addresses set forth below.


 


If to the Fund:


 


Wellings Real Estate Income Fund

c/o Wellings Capital Management, LLC

14805 Forest Road

Suite 203

Forest, Virginia 24551

Attn:   Benjamin Kahle, Chief Operating Officer


 


If to the Adviser:


 


Wellings Capital Management, LLC

14805 Forest Road

Suite 203

Forest, Virginia 24551

Attn:   Benjamin Kahle, Chief Operating Officer 


 


or to such other address as to which the recipient
shall have informed the other party in writing.


 


Unless specifically provided elsewhere, notice
given as provided above shall be deemed to have been given, if by personal delivery, on the day of such delivery, and, if by facsimile
and mail, on the date on which such facsimile or mail is sent.


 


12. Counterparts.
This Agreement may be executed in two or more counterparts, each of which shall be deemed to be an original, but all of which together
shall constitute one and the same instrument.


 


[Remainder of Page Intentionally Left Blank.]


 




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IN WITNESS WHEREOF, the parties hereto caused their duly authorized
signatories to execute this Agreement as of the day and year first written above.


 


	 	WELLINGS REAL ESTATE INCOME FUND
	 	 	 
	 	By:	         
	 	Name: 	 
	 	Title:	 



 


	 	WELLINGS CAPITAL MANAGEMENT, LLC

	 	 
	 	By:	                  
	 	Name: 	 
	 	Title:	 



 


[Signature page to the Amended and Restated
Investment Advisory Agreement] 


 


 


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