Exhibit 10.3


 


 


 


CUSTODY AGREEMENT


 


Dated March 22, 2022


 


Between


 


UMB BANK, N.A.


 


and


 


WELLINGS REAL ESTATE INCOME FUND


 


 


 






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CUSTODY AGREEMENT


 


This agreement made as of the date first set forth
above between UMB Bank, n.a., a national banking association with its principal place of business located in Kansas City, Missouri (hereinafter
“Custodian”) and Wellings Real Estate Income Fund, a Delaware statutory trust (the “Fund”).


 


WITNESSETH:


 


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);


 


WHEREAS, the Fund desires to appoint Custodian
as its custodian for the custody of Assets (as hereinafter defined) owned by such Fund, which Assets are to be held in such accounts as
such Fund may establish from time to time; and


 


WHEREAS, Custodian is willing to accept
such appointment on the terms and conditions hereof.


 


NOW, THEREFORE, in consideration of the
mutual promises contained herein, the parties hereto, intending to be legally bound, mutually covenant and agree as follows:


 


1. APPOINTMENT OF CUSTODIAN.


 


The Fund hereby constitutes and appoints the Custodian
as custodian of Assets belonging to each such Fund which have been or may be from time to time delivered to and accepted by the Custodian.
Custodian accepts such appointment as a custodian and agrees to perform the duties and responsibilities of Custodian as set forth herein
on the conditions set forth herein. For purposes of this Agreement, the term “Assets” shall include Securities, Underlying
Shares, monies, and other property held by the Custodian for the benefit of a Fund. “Security” or “Securities”
shall mean stocks, bonds, rights, warrants, certificates, instruments, obligations and all other negotiable or non-negotiable paper commonly
known as Securities which have been or may from time to time be delivered to and accepted by the Custodian. The term “Securities”,
as used in this Agreement, shall not include Underlying Shares. “Underlying Share or “Underlying Shares” shall mean
uncertificated shares of, or other interests in, other investment funds, accounts or vehicles, including, but not limited to, mutual funds.


 


2. INSTRUCTIONS.


 


(a) An “Instruction,” as used herein,
shall mean a request, direction, instruction or certification initiated by a Fund and conforming to the terms of this paragraph. An Instruction
may be transmitted to the Custodian by any of the following means:


 


(i) a writing manually signed on behalf of a Fund
by an Authorized Person (as hereinafter defined);


 


(ii) a telephonic or other oral communication from
a person the Custodian reasonably believes to be an Authorized Person;


 


(iii) a facsimile transmission that the Custodian
reasonably believes has been signed or otherwise originated by an Authorized Person;


 






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(iv)   a communication effected through
the internet or web-based functionality (including without limitation, emails, data files and other communications) on behalf of a Fund
(“Electronic Communication”); or


 


(v)
other means reasonably acceptable to both parties.


 


Instructions in the form of oral communications shall be confirmed
by the appropriate Fund by either a writing (as set forth in (i) above), a facsimile (as set forth in (iii) above), or an Electronic Communication
(as set forth in (iv) above), but the lack of such confirmation shall in no way affect any action taken by the Custodian in reliance upon
such oral Instructions prior to the Custodian’s receipt of such confirmation. The Fund authorizes the Custodian to record any and
all telephonic or other oral Instructions communicated to the Custodian. The parties acknowledge and agree that, with respect to Instructions
transmitted by facsimile, the Custodian cannot verify that the signature of an Authorized Person has been properly affixed and, with respect
to Instructions transmitted by an Electronic Communication, the Custodian cannot verify that the Electronic Communication has been initiated
by an Authorized Person; accordingly, the Custodian shall have no liability as a result of actions taken in reliance on unauthorized facsimile
or Electronic Communication Instructions. The Custodian recommends that any Instructions transmitted by a Fund via email be done so through
a secure system or process.


 


(b) “Special Instructions,” as used
herein, shall mean Instructions countersigned or confirmed in writing by the Treasurer or any other officer of a Fund , which countersignature
or confirmation shall be on the same instrument containing the Instructions or on a separate instrument relating thereto.


 


(c) Instructions and Special Instructions shall
be delivered to the Custodian at the address and/or telephone, facsimile transmission or email address agreed upon from time to time by
the Custodian and the Fund.


 


(d) Where appropriate, Instructions and Special
Instructions shall be continuing Instructions.


 


(e) An Authorized Person shall be responsible for
assuring the accuracy and completeness of Instructions. If the Custodian reasonably determines that an Instruction is unclear or incomplete,
the Custodian may notify a Fund of such determination, in which case the Fund shall be responsible for delivering to the Custodian an
amended Instruction. The Custodian shall have no obligation to take any action until the Fund re-delivers to the Custodian an Instruction
that is clear and complete.


 


(f) The Fund shall be responsible for delivering
to the Custodian Instructions or Special Instructions in a timely manner, after considering such factors as the involvement of subcustodians,
brokers or agents in a transaction, time zone differences, reasonable industry standards, etc. The Custodian shall have no liability if
a Fund delivers Instructions or Special Instructions to the Custodian after any deadline established by the Custodian.


 


(g) By providing Instructions to acquire or hold
Foreign Assets (as defined in Rule 17f-5(a)(2) under the 1940 Act), the Fund shall be deemed to have confirmed to the Custodian that the
Fund has (i) considered and accepted responsibility for all Sovereign Risks and Country Risks (as hereinafter defined) associated with
investing in a particular country or jurisdiction, and (ii) made all determinations and provided to shareholders and other investors all
disclosures required of registered investment companies by the 1940 Act. The term “Foreign Assets”, as used herein, shall
mean any Asset (including foreign currencies) for which the primary market is outside the United States, and any cash or cash equivalents
that are reasonably necessary to effect a Fund’s transactions in those Assets.


 






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(h) The Fund acknowledges that where Instructions
or Special Instructions require the Custodian to prepare and submit forms, letters or other writings to third parties on behalf of the
Fund, including but not limited to subscription agreements (or any document, however titled, that performs the same function as a subscription
agreement, which shall be defined herein as a “Subscription Agreement”), redemption requests, stock transfers and exchanges
of cash for Underlying Shares (“Writings”), the Custodian will prepare but not submit such Writings unless and until all required
information necessary to complete a Writing has been submitted by an Authorized Person. The Fund agrees to make available Authorized Persons
during normal business hours to work with the Custodian and its affiliates to complete such Writings. The Fund acknowledges that the Custodian
shall not be liable for its obligations with respect to Writings if such failure results from any delay, error, unavailability or inaccuracy
in an Instruction or Special Instruction provided by the Fund or an Authorized Person.


 


Without limiting the foregoing, the parties agree
that the accuracy and completeness of all information provided in a Subscription Agreement, investor questionnaire or other similar document
for an Underlying Share is the sole responsibility of the Fund, and not the Custodian or its affiliates, regardless of whether the Custodian
or its affiliates assist in the completion of the Subscription Agreement, investor questionnaire or similar document. In the event that
the investment fund rejects a Subscription Agreement, the Fund will be solely responsible for completing a new Subscription Agreement
for the Underlying Share.


 


By providing an Instruction or Special Instruction
to complete a Subscription Agreement or other such Writing, the Fund certifies that it has read and approved the relevant offering documents
and the Subscription Agreement or other Writing required to be submitted to invest in the foregoing investment. The Fund takes full responsibility
for any representations in Subscription Agreements or to any other person or entity regarding the Fund’s qualifications to invest
in underlying funds, the Fund’s status under any anti-money laundering or similar statutes, the Fund’s financial status or
condition, or any other information relating to the Fund and hereby represents that any such representations are accurate and complete.
Representations regarding such matters in any Subscription Agreement or similar document are representations of the Fund and not of the
Custodian.


 


3. DELIVERY OF CORPORATE DOCUMENTS.


 


Each of the parties to this Agreement represents
that its execution does not violate any of the provisions of its respective charter, articles of incorporation, partnership agreement,
declaration of trust, articles of association or bylaws, that all required corporate or organizational action to authorize the execution
and delivery of this Agreement has been taken, and that the person signing this Agreement is authorized to bind such party.


 


The Fund agrees to provide the Custodian, upon
request, documentation regarding the Fund, including, by way of example: certificates of incorporation or trust, by-laws, resolutions,
registration statements, W-9s and other tax-related documentation, compliance policies and procedures and other compliance documents,
etc.


 






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In addition, the Fund has delivered or will promptly
deliver to the Custodian, copies of the Resolution(s) of its Board of Directors or Trustees and all amendments or supplements thereto,
properly certified or authenticated, designating certain officers or employees of each such Fund who will have continuing authority to
certify to the Custodian: (a) the names, titles, signatures and scope of authority of all persons authorized to give Instructions or any
other notice, request, direction, instruction, certificate or instrument on behalf of the Fund, and (b) the names, titles and signatures
of those persons authorized to countersign or confirm Special Instructions on behalf of the Fund (in both cases collectively, the “Authorized
Persons” and individually, an “Authorized Person”). Such Resolutions and certificates may be accepted and relied upon by
the Custodian as conclusive evidence of the facts set forth therein and shall be considered to be in full force and effect until delivery
to the Custodian of a similar Resolution or certificate to the contrary; provided, however, that the Custodian may rely upon any written
designation furnished by the Treasurer or other officer of the Fund designating persons authorized to countersign or confirm Special Instructions
(as provided in Section 2(b)). Upon delivery of a certificate which deletes or does not include the name(s) of a person previously authorized
to give Instructions or to countersign or confirm Special Instructions, such person shall no longer be considered an Authorized Person
authorized to give Instructions or to countersign or confirm Special Instructions. Unless the certificate specifically requires that the
approval of anyone else will first have been obtained, the Custodian will be under no obligation to inquire into the right of the person
giving such Instructions or Special Instructions to do so. Notwithstanding any of the foregoing, no Instructions or Special Instructions
received by the Custodian from a Fund will be deemed to authorize or permit any director, trustee, officer, employee, or agent of such
Fund to withdraw any of the Assets of such Fund upon the mere receipt of such authorization, Special Instructions or Instructions from
such director, trustee, officer, employee or agent.


 


4. POWERS AND DUTIES OF CUSTODIAN AND DOMESTIC SUBCUSTODIAN.


 


Except for Assets held by any Foreign Subcustodian,
Special Subcustodian or Eligible Securities Depository appointed pursuant to Sections 5(b), (c), or (f) of this Agreement, the Custodian
shall have and perform the powers and duties hereinafter set forth in this Section 4. For purposes of this Section 4 all references to
powers and duties of the “Custodian” shall also refer to any Domestic Subcustodian appointed pursuant to Section 5(a).


 


(a) Safekeeping.


 


The Custodian will keep safely the Assets of the
Fund which are delivered to and accepted by it from time to time. The Custodian shall notify a Fund if it is unwilling or unable to accept
custody of any asset of such Fund. The Custodian shall not be responsible for any property of a Fund held by a Fund and not delivered
to the Custodian or for any pre-existing faults or defects in Assets that are delivered to the Custodian.


 


(b) Manner of Holding Securities.


 


(1) The Custodian shall at all times hold Securities
of the Fund either: (i) by physical possession of the share certificates or other instruments representing such Securities, in registered
or bearer form; in the vault of the Custodian, Domestic Subcustodian, a Special Custodian, depository or agent of the Custodian; or in
an account maintained by the Custodian or agent at a Securities System (as hereinafter defined); or (ii) in book-entry form by a Securities
System in accordance with the provisions of sub-paragraph (3) below.


 


(2) The Custodian may hold registrable portfolio
Securities which have been delivered to it in physical form, by registering the same in the name of the appropriate Fund or its nominee,
or in the name of the Custodian or its nominee, for whose actions such Fund and Custodian, respectively, shall be fully responsible. Upon
the receipt of Instructions, the Custodian shall hold such Securities in street certificate form, so called, with or without any indication
of representative capacity. However, unless it receives Instructions to the contrary, the Custodian will register all such portfolio Securities
in the name of the Custodian’s authorized nominee. All such Securities shall be held in an account of the Custodian containing only assets
of the appropriate Fund or only assets held by the Custodian for the benefit of customers, provided that the records of the Custodian
shall indicate at all times the Fund or other customer for which such Securities are held in such accounts and the respective interests
therein.


 






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(3) The Custodian may deposit and/or maintain domestic
Securities owned by a Fund in, and the Fund hereby approves use of: (a) The Depository Trust & Clearing Corporation; (b) any other
clearing agency registered with the Securities and Exchange Commission (“SEC”) under section 17A of the Securities Exchange
Act of 1934, which acts as a securities depository; and (c) a Federal Reserve Bank or other entity authorized to operate the federal book-entry
system described in the regulations of the Department of the Treasury or book-entry systems operated pursuant to comparable regulations
of other federal agencies. Upon the receipt of Special Instructions, the Custodian may deposit and/or maintain domestic Securities owned
by a Fund in any other domestic clearing agency that may otherwise be authorized by the SEC to serve in the capacity of depository or
clearing agent for the Securities or other assets of investment companies and that acts as a Securities depository. Each of the foregoing
shall be referred to in this Agreement as a “Securities System”, and all such Securities Systems shall be listed on the attached
Appendix A. Use of a Securities System shall be in accordance with applicable Federal Reserve Board and SEC rules and regulations, if
any, and subject to the following provisions:


 


(i) The Custodian may deposit the Securities directly
or through one or more agents or Subcustodians which are also qualified to act as custodians for investment companies.


 


(ii) Securities held in a Securities System shall
be subject to any agreements or rules effective between the Securities System and the Custodian or a Subcustodian, as the case may be.


 


(iii) Any Securities deposited or maintained in
a Securities System shall be held in an account (“Account”) of the Custodian or a Subcustodian in the Securities System that
includes only assets held by the Custodian or a Subcustodian as a custodian or otherwise for customers.


 


(iv) The books and records of the Custodian shall
at all times identify those Securities belonging to the Fund which are maintained in a Securities System.


 


(v) The Custodian shall pay for Securities purchased
for the account of a Fund only upon (a) receipt of advice from the Securities System that such Securities have been transferred to the
Account of the Custodian in accordance with the rules of the Securities System, and (b) the making of an entry on the records of the Custodian
to reflect such payment and transfer for the account of such Fund. The Custodian shall transfer Securities sold for the account of a Fund
only upon (a) receipt of advice from the Securities System that payment for such Securities has been transferred to the Account of the
Custodian in accordance with the rules of the Securities System, and (b) the making of an entry on the records of the Custodian to reflect
such transfer and payment for the account of such Fund. Copies of all advices from the Securities System relating to transfers of Securities
for the account of a Fund shall be maintained for such Fund by the Custodian. Such copies may be maintained by the Custodian in electronic
form. The Custodian shall make available to the Fund or its agent on the next business day, by Electronic Communication, facsimile, or
other means reasonably acceptable to both parties, daily transaction activity that shall include each day’s transactions for the
account of such Fund.


 


(vi) The Custodian shall, if requested by a Fund
pursuant to Instructions, provide such Fund with reports obtained by the Custodian or any Subcustodian with respect to a Securities System’s
accounting system, internal accounting control and procedures for safeguarding Securities deposited in the Securities System.


 






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(c) Underlying Shares.


 


(1) The provisions of this Section 4(c) shall govern
the custody of the Underlying Shares and, to the extent there is a conflict between such provisions and the provisions of any other section
of this Agreement with respect to Underlying Shares, the terms of this Section 4(c) shall control.


 


(2) The Underlying Shares are beneficially owned
by the Fund and not the Custodian and shall be deposited and/or held in an account or accounts maintained by a transfer agent, registrar,
recordkeeper, general partner, corporate secretary or other relevant third party (each a “Transfer Agent”) pursuant to Instructions
to the Custodian. The Custodian has no liability for the payment for any obligations or liabilities related to the Underlying Shares.
The Fund and the Custodian agree that the Custodian’s only responsibilities in connection with Underlying Shares shall be limited
to the following:


 


(i) Upon receipt of a confirmation or statement
from a Transfer Agent that such Transfer Agent is holding or maintaining Underlying Shares in the name of the Custodian (or a nominee
of the Custodian) for the benefit of the Fund, the Custodian shall (A) mark such holdings on its books and records and (B) identify by
book-entry that the relevant Underlying Shares are being held by the Custodian as custodian for the benefit of the Fund;


 


(ii) In accordance with Instructions, the Custodian
shall (A) pay out monies from Fund Assets for the purchase of Underlying Shares for the account of the Fund and (B) record such purchase
on the books and records of the Custodian;


 


(iii) In accordance with Instructions, the Custodian
shall (A) transfer Underlying Shares redeemed for the account of the Fund in accordance with such Instructions and (B) record such transfer
on the books and records of the Custodian and, upon receipt of related proceeds, record the related payment for the account of the Fund
on said books and records; and


 


(iv) Custodian will not be deemed to have received
any distribution or other asset of the Fund until that distribution or other asset of the Fund has in fact been received by the Custodian
at the address and in the manner directed in the applicable Subscription Agreement.


 


(d) Free Delivery of Assets.


 


Notwithstanding any other provision of this Agreement
and except as provided in Section 3 hereof, the Custodian, upon receipt of Special Instructions, will undertake to make free delivery
of Assets, provided such Assets are on hand and available, in connection with a Fund’s transactions and to transfer such Assets to such
broker, dealer, Subcustodian, bank, agent, Securities System or otherwise as specified in such Special Instructions.


 


(e) Exchange of Securities.


 


Upon receipt of Instructions, the Custodian will
exchange Securities held by it for a Fund for other Securities or cash paid in connection with any reorganization, recapitalization, merger,
consolidation, conversion, or similar event, and will deposit any such Securities in accordance with the terms of any reorganization or
protective plan.


 


Unless otherwise directed by Instructions, the
Custodian is authorized to exchange Securities held by it in temporary form for Securities in definitive form, to surrender Securities
for transfer into a name or nominee name as permitted in Section 4(b)(2), to effect an exchange of shares in a stock split or when the
par value of the stock is changed, to sell any fractional shares, and, upon receiving payment therefor, to surrender bonds or other Securities
held by it at maturity or call.


 






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(f) Purchases of Assets.


 


(1) Securities Purchases. In accordance
with Instructions, the Custodian shall, with respect to a purchase of Securities, pay for such Securities out of monies held for a Fund’s
account for which the purchase was made, but only insofar as monies are available therein for such purpose, and receive the Securities
so purchased. Unless the Custodian has received Special Instructions to the contrary, such payment will be made only upon delivery of
such Securities to the Custodian, a clearing corporation of a national securities exchange of which the Custodian is a member, or a Securities
System in accordance with the provisions of Section 4(b)(3) hereof. Notwithstanding the foregoing, (i) in connection with a repurchase
agreement, the Custodian may release funds to a Securities System prior to the receipt of advice from the Securities System that the Securities
underlying such repurchase agreement have been transferred by book-entry into the Account maintained with such Securities System by
the Custodian, provided that the Custodian’s instructions to the Securities System require that the Securities System may make payment
of such funds to the other party to the repurchase agreement only upon transfer by book-entry of the Securities underlying the repurchase
agreement into such Account; (ii) in the case of options, Interest Bearing Deposits, currency deposits and other deposits, and foreign
exchange transactions, pursuant to Sections 4(h), 4(l), and 4(m) hereof, the Custodian may make payment therefor before receipt of an
advice of transaction; and (iii) the Custodian may make payment for Securities or other Assets prior to delivery thereof in accordance
with Instructions, applicable laws, generally accepted trade practices, or the terms of the instrument representing such Security or other
Asset, including, but not limited to, Securities and other Assets as to which payment for the Security and receipt of the instrument evidencing
the Security are under generally accepted trade practices or the terms of the instrument representing the Security expected to take place
in different locations or through separate parties.


 


(2) Other Assets Purchased. Upon receipt
of Instructions and except as otherwise provided herein, the Custodian shall pay for and receive other Assets for the account of a Fund
as provided in Instructions.


 


(g) Sales of Assets.


 


(1) Securities Sold. In accordance with
Instructions, the Custodian shall, with respect to a sale, deliver or cause to be delivered the Securities thus designated as sold to
the broker or other person specified in the Instructions relating to such sale. Unless the Custodian has received Special Instructions
to the contrary, such delivery shall be made only upon receipt of payment therefor in the form of: (a) cash, certified check, bank cashier’s
check, bank credit, or bank wire transfer; (b) credit to the account of the Custodian with a clearing corporation of a national securities
exchange of which the Custodian is a member; or (c) credit to the Account of the Custodian with a Securities System, in accordance with
the provisions of Section 4(b)(3) hereof. Notwithstanding the foregoing, the Custodian may deliver Securities and other Assets prior to
receipt of payment for such Securities in accordance with Instructions, applicable laws, generally accepted trade practices, or the terms
of the instrument representing such Security or other Asset. For example, Securities held in physical form may be delivered and paid for
in accordance with “street delivery custom” to a broker or its clearing agent, against delivery to the Custodian of a receipt
for such Securities, provided that the Custodian shall have taken reasonable steps to ensure prompt collection of the payment for, or
return of, such Securities by the broker or its clearing agent, and provided further that the Custodian shall not be responsible for the
selection of or the failure or inability to perform of such broker or its clearing agent or for any related loss arising from delivery
or custody of such Securities prior to receiving payment therefor.


 


(2) Other Assets Sold. Upon receipt of Instructions
and except as otherwise provided herein, the Custodian shall receive payment for and deliver other Assets for the account of a Fund as
provided in Instructions.


 






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(h) Options.


 


(1) Upon receipt of Instructions relating to the
purchase of an option or sale of a covered call option, the Custodian shall: (a) receive and retain Instructions or other documents, to
the extent they are provided to the Custodian, evidencing the purchase or writing of the option by a Fund; (b) if the transaction involves
the sale of a covered call option, deposit and maintain in a segregated account the Securities (either physically or by book-entry
in a Securities System) subject to the covered call option written on behalf of such Fund; and (c) pay, release and/or transfer such Securities,
cash or other Assets in accordance with any notices or other communications evidencing the expiration, termination or exercise of such
options which are furnished to the Custodian by the Options Clearing Corporation (the “OCC”), the securities or options exchanges
on which such options were traded, or such other organization as may be responsible for handling such option transactions.


 


(2) Upon receipt of Instructions relating to the
sale of a naked option (including stock index and commodity options), the Custodian, the appropriate Fund and the broker-dealer shall
enter into an agreement to comply with the rules of the OCC or of any registered national securities exchange or similar organizations(s).
Pursuant to that agreement and such Fund’s Instructions, the Custodian shall: (a) receive and retain Instructions or other documents,
if any, evidencing the writing of the option; (b) deposit and maintain in a segregated account, Securities (either physically or by book-entry
in a Securities System), cash and/or other Assets; and (c) pay, release and/or transfer such Securities, cash or other Assets in accordance
with any such agreement and with any notices or other communications evidencing the expiration, termination or exercise of such option
which are furnished to the Custodian by the OCC, the securities or options exchanges on which such options were traded, or such other
organization as may be responsible for handling such option transactions. The appropriate Fund and the broker-dealer shall be responsible
for determining the quality and quantity of assets held in any segregated account established in compliance with applicable margin maintenance
requirements and the performance of other terms of any option contract.


 


(i) Segregated Accounts.


 


Upon receipt of Instructions, the Custodian shall
establish and maintain on its books a segregated account or accounts for and on behalf of a Fund, into which account or accounts may be
transferred Assets of such Fund, including Securities maintained by the Custodian in a Securities System pursuant to Paragraph (b)(3)
of this Section 4, said account or accounts to be maintained (i) for the purposes set forth in Sections 4(h) and 4(n); and (ii) for the
purpose of compliance by such Fund with the procedures required by SEC Investment Company Act Release Number 10666 or any subsequent release
or releases relating to the maintenance of segregated accounts by registered investment companies, or (iii) for such other purposes as
may be set forth, from time to time, in Special Instructions. The Custodian shall not be responsible for the determination of the type
or amount of Assets to be held in any segregated account referred to in this paragraph, or for compliance by the Fund with required procedures
noted in (ii) above.


 


(j) Depositary Receipts.


 


Upon receipt of Instructions, the Custodian shall
surrender or cause to be surrendered Securities to the depository used for such Securities by an issuer of American Depositary Receipts
or International Depositary Receipts (hereinafter referred to, collectively, as “ADRs”), against a written receipt therefor
adequately describing such Securities and written evidence satisfactory to the organization surrendering the same that the depository
has acknowledged receipt of instructions to issue ADRs with respect to such Securities in the name of the Custodian or a nominee of the
Custodian, for delivery in accordance with such instructions.


 






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Upon receipt of Instructions, the Custodian shall
surrender or cause to be surrendered ADRs to the issuer thereof, against a written receipt therefor adequately describing the ADRs surrendered
and written evidence satisfactory to the organization surrendering the same that the issuer of the ADRs has acknowledged receipt of instructions
to cause its depository to deliver the Securities underlying such ADRs in accordance with such instructions.


 


(k) Corporate Actions, Put Bonds, Called Bonds,
Etc.


 


Upon receipt of Instructions, the Custodian shall:
(a) deliver warrants, puts, calls, rights or similar Securities to the issuer or trustee thereof (or to the agent of such issuer or trustee)
for the purpose of exercise or sale, provided that the new Securities, cash or other Assets, if any, acquired as a result of such actions
are to be delivered to the Custodian; and (b) deposit Securities upon invitations for tenders thereof, provided that the consideration
for such Securities is to be paid or delivered to the Custodian, or the tendered Securities are to be returned to the Custodian.


 


Unless otherwise directed to the contrary in Instructions,
the Custodian shall comply with the terms of all mandatory or compulsory exchanges, calls, tenders, redemptions, or similar rights of
security ownership of which the Custodian receives notice through data services or publications to which it normally subscribes, and shall
promptly notify the appropriate Fund of such action.


 


The Fund agrees that if it gives an Instruction
for the performance of an act on the last permissible date of a period established by the Custodian or any optional offer or on the last
permissible date for the performance of such act, the Fund shall hold the Custodian harmless from any adverse consequences in connection
with acting upon or failing to act upon such Instructions.


 


If a Fund wishes to receive periodic corporate
action notices of exchanges, calls, tenders, redemptions and other similar notices pertaining to Securities and to provide Instructions
with respect to such Securities via the internet, the Custodian and such Fund may enter into a Supplement to this Agreement whereby such
Fund will be able to participate in the Custodian’s Electronic Corporate Action Notification Service.


 


(k) Interest Bearing Deposits.


 


Upon receipt of Instructions directing the Custodian
to purchase interest bearing fixed-term certificates of deposit or call deposits (hereinafter referred to, collectively, as “Interest
Bearing Deposits”) for the account of a Fund, the Custodian shall purchase such Interest Bearing Deposits with such banks or trust
companies, including the Custodian, any Subcustodian or any subsidiary or affiliate of the Custodian (hereinafter referred to as “Banking
Institutions”), and in such amounts as such Fund may direct pursuant to Instructions. Such Interest Bearing Deposits shall be denominated
in U.S. dollars. Interest Bearing Deposits issued by the Custodian shall be in the name of the Fund. Interest Bearing Deposits issued
by another Banking Institution may be in the name of the Fund or the Custodian or in the name of the Custodian for its customers generally.
The responsibilities of the Custodian to a Fund for Interest Bearing Deposits issued by the Custodian shall be that of a U.S. bank for
a similar deposit. With respect to Interest Bearing Deposits issued by any other Banking Institution, (a) the Custodian shall be responsible
for the collection of income and the transmission of cash to and from such accounts; and (b) the Custodian shall have no duty with respect
to the selection of the Banking Institution or for the failure of such Banking Institution to pay upon demand.


 






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(m) Foreign Exchange Transactions.


 


(l) The Fund may appoint the Custodian as its agent
in the execution of all currency exchange transactions. If requested, the Custodian agrees to provide exchange rate and U.S. Dollar information,
in writing, or by other means agreeable to both parties, to the Fund.


 


(2) Upon receipt of Instructions, the Custodian
shall settle foreign exchange contracts or options to purchase and sell foreign currencies for spot and future delivery on behalf of and
for the account of a Fund with such currency brokers or Banking Institutions as such Fund may determine and direct pursuant to Instructions.
If, in its Instructions, a Fund does not direct the Custodian to utilize a particular currency broker or Banking Institution, the Custodian
is authorized to select such currency broker or Banking Institution as it deems appropriate to execute the Fund’s foreign currency transaction.
It is understood that all such transactions shall be undertaken by the Custodian as agent for the Fund.


 


(3) The Fund accepts full responsibility for its
use of third party foreign exchange brokers and for execution of said foreign exchange contracts and understands that the Fund shall be
responsible for any and all costs and interest charges which may be incurred as a result of the failure or delay of its third party broker
to deliver foreign exchange. The Custodian shall have no responsibility or liability with respect to the selection of the currency brokers
or Banking Institutions with which a Fund deals or the performance or non-performance of such brokers or Banking Institutions.


 


(4) Notwithstanding anything to the contrary contained
herein, upon receipt of Instructions the Custodian may, in connection with a foreign exchange contract, make free outgoing payments of
cash in the form of U.S. Dollars or foreign currency prior to receipt of confirmation of such foreign exchange contract or confirmation
that the countervalue currency completing such contract has been delivered or received.


 


(n) Pledges or Loans of Securities.


 


(1) Upon receipt of Instructions from a Fund, the
Custodian will release or cause to be released Securities held in custody to the pledgees designated in such Instructions by way of pledge
or hypothecation to secure loans incurred by such Fund with various lenders including but not limited to UMB Bank, n.a.; provided, however,
that the Securities shall be released only upon payment to the Custodian of the monies borrowed, except that in cases where additional
collateral is required to secure existing borrowings, further Securities may be released or delivered, or caused to be released or delivered
for that purpose upon receipt of Instructions. Upon receipt of Instructions, the Custodian will pay, but only from funds available for
such purpose, any such loan upon re-delivery to it of the Securities pledged or hypothecated therefor and upon surrender of the note
or notes evidencing such loan. In lieu of delivering collateral to a pledgee, the Custodian, on the receipt of Instructions, shall transfer
the pledged Securities to a segregated account for the benefit of the pledgee.


 


(2) Upon receipt of Instructions, the Custodian
will release securities to a securities lending agent appointed by the Fund and designated in such Instructions. The Custodian shall act
upon Instructions from the Fund and/or such agent in order to effect securities lending transactions on behalf of the Fund. For its services
in facilitating a Fund’s securities lending activities through such agent, the Custodian may receive from the agent a portion of
the agent’s securities lending revenue or a fee directly from the Fund. The Custodian shall have no responsibility or liability
for any losses arising in connection with the agent’s actions or omissions, including but not limited to the delivery of Securities
prior to the receipt of collateral, in the absence of negligence or willful misconduct on the part of the Custodian.


 






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(o) Stock Dividends, Rights, Etc.


 


The Custodian shall receive and collect all stock
dividends, rights, and other items of like nature and, upon receipt of Instructions, take action with respect to the same as directed
in such Instructions.


 


(p) Routine Dealings.


 


The Custodian will, in general, attend to all routine
and operational matters in accordance with industry standards in connection with the sale, exchange, substitution, purchase, transfer,
or other dealings with Securities or other property of the Fund, except as may be otherwise provided in this Agreement or directed from
time to time by Instructions from any particular Fund. The Custodian may also make payments to itself or others from the Assets for disbursements
and out-of-pocket expenses incidental to handling Securities or other similar items relating to its duties under this Agreement,
provided that all such payments shall be accounted for to the appropriate Fund.


 


(q) Collections.


 


The Custodian shall (a) collect amounts due and payable to the
Fund with respect to Securities and other Assets; (b) promptly credit to the account of the Fund all income and other payments relating
to Securities and other Assets held by the Custodian hereunder upon Custodian’s receipt of such income or payments or as otherwise agreed
in writing by the Custodian and any particular Fund; (c) promptly endorse and deliver any instruments required to effect such collection;
and (d) promptly execute ownership and other certificates, affidavits and other documents for all federal, state, local and foreign tax
purposes in connection with receipt of income or other payments with respect to Securities and other Assets, or in connection with the
transfer of such Securities or other Assets; provided, however, that with respect to Securities registered in so-called street name,
or physical Securities with variable interest rates, the Custodian shall use its best efforts to collect amounts due and payable to any
such Fund. The Custodian shall not be responsible for the collection of amounts due and payable with respect to Securities or other Assets
that are in default.


 


Any advance credit of cash or Securities or other
Assets expected to be received shall be subject to actual collection and may, when the Custodian determines collection unlikely, be reversed
by the Custodian.


 


(r) Dividends, Distributions and Redemptions.


 


To enable the Fund to pay dividends or other distributions
to shareholders of each such Fund and to make payment to shareholders who have requested repurchase or redemption of their shares of each
such Fund (collectively, the “Shares”), the Custodian shall release cash or Securities insofar as available. In the case of
cash, the Custodian shall, upon the receipt of Instructions, transfer such funds by check or wire transfer to any account at any bank
or trust company designated by each such Fund in such Instructions. In the case of Securities, the Custodian shall, upon the receipt of
Special Instructions, make such transfer to any entity or account designated by each such Fund in such Special Instructions.


 


(s) Proceeds from Shares Sold.


 


The Custodian shall receive funds representing
cash payments received for shares issued or sold from time to time by the Fund, and shall credit such funds to the account of the appropriate
Fund. The Custodian shall notify the appropriate Fund of Custodian’s receipt of cash in payment for shares issued by such Fund by facsimile
transmission or in such other manner as such Fund and the Custodian shall agree. Upon receipt of Instructions, the Custodian shall: (a)
deliver all federal funds received by the Custodian in payment for shares as may be set forth in such Instructions and at a time agreed
upon between the Custodian and such Fund; and (b) make federal funds available to a Fund as of specified times agreed upon from time to
time by such Fund and the Custodian, in the amount of checks received in payment for shares which are deposited to the accounts of such
Fund.


 






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(t) Proxies and Notices; Compliance with the
Shareholder Communications Act of 1985.


 


The Custodian shall deliver or cause to be delivered
to the appropriate Fund, or its designated agent or proxy service provider, all forms of proxies, all notices of meetings, and any other
notices or announcements affecting or relating to Securities or Underlying Shares owned by such Fund that are received by the Custodian
and, upon receipt of Instructions, the Custodian shall execute and deliver, or cause a Subcustodian or nominee to execute and deliver
such proxies or other authorizations as may be required. Except as directed pursuant to Instructions, the Custodian shall not vote upon
any such Securities or Underlying Shares, or execute any proxy to vote thereon, or give any consent or take any other action with respect
thereto.


 


The Custodian will not release the identity of
any Fund to an issuer which requests such information pursuant to the Shareholder Communications Act of 1985 for the specific purpose
of direct communications between such issuer and any such Fund unless a particular Fund directs the Custodian otherwise pursuant to Instructions.


 


(u) Books and Records.


 


The Custodian shall maintain such records relating
to its activities under this Agreement as are required to be maintained by Rule 31a-1 under the 1940 Act and to preserve them for
the periods prescribed in Rule 31a-2 under the 1940 Act. These records shall be open for inspection by duly authorized officers, employees
or agents (including independent public accountants) of the appropriate Fund during normal business hours of the Custodian.


 


The Custodian shall provide accountings relating
to its activities under this Agreement as shall be agreed upon by the Fund and the Custodian.


 


(v) Opinion of Fund’s Independent Certified
Public Accountants.


 


The Custodian shall take all reasonable action
as the Fund may request to obtain from year to year favorable opinions from each such Fund’s independent certified public accountants
with respect to the Custodian’s activities hereunder and in connection with the preparation of each such Fund’s periodic reports to the
SEC and with respect to any other requirements of the SEC.


 


(w) Reports by Independent Certified Public
Accountants.


 


At the request of a Fund, the Custodian shall deliver
to such Fund a written report, which may be in electronic form, prepared by the Custodian’s independent certified public accountants with
respect to the services provided by the Custodian under this Agreement, including, without limitation, the Custodian’s accounting system,
internal accounting control, financial strength and procedures for safeguarding cash, Securities and other Assets, including cash, Securities
and other Assets deposited and/or maintained in a Securities System or with a Subcustodian. Such report shall be of sufficient scope and
in sufficient detail as may reasonably be required by such Fund and as may reasonably be obtained by the Custodian.


 






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(x) Bills and Other Disbursements.


 


Upon receipt of Instructions, the Custodian
shall pay, or cause to be paid, all bills, statements, or other obligations of a Fund.


 


(y) Sweep or Automated Cash Management.


 


Upon receipt of Instructions, the Custodian shall
invest any otherwise uninvested cash of any Fund held by the Custodian in a money market mutual fund, a cash deposit product, or other
cash investment vehicle made available by the Custodian from time to time, in accordance with the directions contained in such Instructions.
A fee may be charged or a spread may be received by the Custodian for investing the Fund’s otherwise uninvested cash in the available
cash investment vehicles or products.


 


The Custodian shall have no responsibility to determine
whether any purchases of money market mutual fund shares or any other cash investment vehicle or cash deposit product by or on behalf
of the Fund under the terms of this section will cause any Fund to exceed the limitations contained in the 1940 Act on ownership of shares
of another registered investment company or any other asset or portfolio restrictions or limitations contained in applicable laws or regulations
or the Fund’s prospectus. The Fund agrees to indemnify and hold harmless the Custodian from all losses, damages and expenses (including
attorney’s fees) suffered or incurred by the Custodian as a result of a violation by such Fund of the limitations on ownership of
shares of another registered investment company or any other cash investment vehicle or cash deposit product.


 


5. SUBCUSTODIANS.


 


From time to time, in accordance with
the relevant provisions of this Agreement, (i) the Custodian may appoint one or more Domestic Subcustodians, Foreign Subcustodians, Special
Subcustodians or Interim Subcustodians (each as hereinafter defined) to act on behalf of the Fund; and (ii) the Custodian may be directed,
pursuant to an agreement between a Fund and the Custodian (“Delegation Agreement”), to appoint a Domestic Subcustodian to
perform the duties of the Foreign Custody Manager (as such term is defined in Rule 17f-5 under the 1940 Act) (“Approved Foreign
Custody Manager”) for such Fund so long as such Domestic Subcustodian is so eligible under the 1940 Act. Such Delegation Agreement
shall provide that the appointment of any Domestic Subcustodian as the Approved Foreign Custody Manager must be governed by a written
agreement between the Custodian and the Domestic Subcustodian, which provides for compliance with Rule 17f-5. The Approved Foreign Custody
Manager may then appoint a Foreign Subcustodian or Interim Subcustodian in accordance with this Section 5. For purposes of this Agreement,
all Domestic Subcustodians, Special Subcustodians, Foreign Subcustodians and Interim Subcustodians shall be referred to collectively as
“Subcustodians.”


 


(a) Domestic Subcustodians.


 


The Custodian may, at any time
and from time to time, appoint any bank as defined in Section 2(a)(5) of the 1940 Act or any trust company or other entity, any of which
meets the requirements of a custodian under Section 17(f) of the 1940 Act and the rules and regulations thereunder, to act for the Custodian
on behalf of the Fund as a subcustodian for purposes of holding Assets of such Fund(s) and performing other functions of the Custodian
within the United States (a “Domestic Subcustodian”). The Fund shall approve in writing the appointment of the proposed Domestic
Subcustodian; and the Custodian’s appointment of any such Domestic Subcustodian shall not be effective without such prior written approval
of the Fund(s). Each such duly approved Domestic Subcustodian shall be reflected on Appendix A hereto.


 






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(b)
Foreign Subcustodians.


 


(1) Foreign
Subcustodians. The Approved Foreign Custody Manager may appoint any entity meeting the requirements of an Eligible Foreign Custodian,
as such term is defined in Rule 17f-5(a)(1) under the 1940 Act, and which term shall also include a bank that qualifies to serve as a
custodian of assets of investment companies under Section 17(f) of the 1940 Act or by SEC order is exempt therefrom (each a “Foreign
Subcustodian” in the context of either a subcustodian or a sub-subcustodian), provided that the Approved Foreign Custody Manager’s
appointments of such Foreign Subcustodians shall at all times be governed by an agreement that complies with Rule 17f-5.


 


(2) Notwithstanding
the foregoing, in the event that the Approved Foreign Custody Manager determines that it will not provide delegation services (i) in a
country in which a Fund has directed that the Fund invest in a security or other Asset or (ii) with respect to a specific Foreign Subcustodian
which the Fund has directed be used, the Custodian shall, or shall cause the Approved Foreign Custody Manager to, promptly notify the
Fund in writing by facsimile transmission, Electronic Communication, or otherwise of the unavailability of the approved Foreign Custody
Manager’s delegation services in such country. The Custodian and the Approved Foreign Custody Manager (or Domestic Subcustodian)
as applicable, shall be entitled to rely on and shall have no liability or responsibility for following such direction from the Fund as
a Special Instruction and shall have no duties or liabilities under this Agreement save those that it may undertake specifically in writing
with respect to each particular instance. Upon the receipt of such Special Instructions, the Custodian may, in it absolute discretion,
designate, or cause the Approved Foreign Custody Manager to designate, an entity (defined herein as “Interim Subcustodian”)
designated by the Fund in such Special Instructions, to hold such security or other Asset. In such event, the Fund represents and warrants
that it has made a determination that the arrangement with such Interim Subcustodian satisfies the requirements of the 1940 Act and the
rules and regulations thereunder (including Rule 17f-5, if applicable). It is further understood that where the Approved Foreign Custody
Manager and the Custodian do not agree to provide fully to the Fund the services under this Agreement and the Delegation Agreement with
respect to a particular country or specific Foreign Subcustodian, the Fund may delegate such services to another delegate pursuant to
Rule 17f-5.


 


(c) Special Subcustodians.


 


Upon receipt of Special Instructions, the Custodian
shall, on behalf of a Fund, appoint one or more banks, trust companies or other entities designated in such Special Instructions to act
for the Custodian on behalf of such Fund as a subcustodian for purposes of: (i) effecting third-party repurchase transactions with
banks, brokers, dealers or other entities through the use of a common custodian or subcustodian; (ii) providing depository and clearing
agency services with respect to certain variable rate demand note Securities, (iii) providing depository and clearing agency services
with respect to dollar denominated Securities; and (iv) effecting any other transactions designated by such Fund in such Special Instructions.
Each such designated subcustodian (hereinafter referred to as a “Special Subcustodian”) shall be listed on Appendix A attached
hereto, as it may be amended from time to time. In connection with the appointment of any Special Subcustodian, the Custodian may enter
into a subcustodian agreement with the Special Subcustodian.


 


(d) Termination of a Subcustodian.


 


The Custodian may, at any time in its discretion
upon notification to the appropriate Fund(s), terminate any Subcustodian of such Fund(s) in accordance with the termination provisions
under the applicable subcustodian agreement, and upon the receipt of Special Instructions, the Custodian shall terminate any Subcustodian
in accordance with the termination provisions under the applicable subcustodian agreement.


 






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(e) Information Regarding Foreign Subcustodians.


 


Upon request of a Fund, the Custodian shall deliver,
or cause any Approved Foreign Custody Manager to deliver, to the Fund a letter or list stating: (i) the identity of each Foreign Subcustodian
then acting on behalf of the Custodian; (ii) the Eligible Securities Depositories (as defined in Section 5(f)) in each foreign market
through which each Foreign Subcustodian is then holding cash, securities and other Assets of the Fund; and (iii) such other information
as may be requested by the Fund to ensure compliance with rules and regulations under the 1940 Act.


 


(f) Eligible Securities Depositories.


 


(1) The Custodian or the Domestic Subcustodian
may place and maintain a Fund’s Foreign Assets with an Eligible Securities Depository (as defined in Rule 17f-7, which term shall
include any other securities depository for which the SEC by exemptive order has permitted registered investment companies to maintain
their assets).


 


(2) Upon the request of a Fund, the Custodian
shall direct the Domestic Subcustodian to provide to the Fund (including the Fund’s board of directors or trustees) and/or the Fund’s
adviser or other agent an analysis of the custody risks associated with maintaining the Fund’s Foreign Assets with such Eligible
Securities Depository utilized directly or indirectly by the Custodian or the Domestic Subcustodian as of the date hereof (or, in the
case of an Eligible Securities Depository not so utilized as of the date hereof, prior to the placement of the Fund’s Foreign Assets
at such depository) and at which any Foreign Assets of the Fund are held or are expected to be held. The Custodian shall direct the Domestic
Subcustodian to monitor the custody risks associated with maintaining the Fund’s Foreign Assets at each such Eligible Securities
Depository on a continuing basis and shall promptly notify the Fund or its adviser of any material changes in such risks through the Approved
Foreign Custody Manager’s letter, market alerts or other periodic correspondence.


 


(3) The Custodian shall direct the Domestic
Subcustodian to determine the eligibility under Rule 17f-7 of each foreign securities depository before maintaining the Fund’s Foreign
Assets therewith and shall promptly advise the Fund if any Eligible Securities Depository ceases to be so eligible. Notwithstanding Subsection
17(c) hereof, Eligible Securities Depositories may, subject to Rule 17f-7, be added to or deleted from such list from time to time.


 


(4) Withdrawal of Assets. If an arrangement
with an Eligible Securities Depository no longer meets the requirements of Rule 17f-7, the Custodian shall direct the Domestic Subcustodian
to withdraw the Fund’s Foreign Assets from such depository as soon as reasonably practicable.


 


(5) Standard of Care. In fulfilling its
responsibilities under this Section 5(f), the Custodian will exercise reasonable care, prudence and diligence.


 


6. STANDARD OF CARE.


 


(a) General Standard of Care.


 


The Custodian shall exercise due care in accordance
with reasonable commercial standards in discharging its duties hereunder. The Custodian shall be liable to a Fund for all losses, damages
and reasonable costs and expenses suffered or incurred by such Fund resulting from the negligence or willful misconduct of the Custodian;
provided, however, in no event shall the Custodian be liable for attorneys’ fees or for special, indirect, consequential or punitive
damages arising under or in connection with this Agreement.


 






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(b) Actions
Prohibited by Applicable Law, Etc.


 


In no event shall the Custodian incur
liability hereunder if the Custodian or any Subcustodian or Securities System, or any Subcustodian, Eligible Securities Depository utilized
by any such Subcustodian, or any nominee of the Custodian or any Subcustodian (individually, a “Person”) is prevented, forbidden
or delayed from performing, or omits to perform, any act or thing which this Agreement provides shall be performed or omitted to be performed,
by reason of: (i) any provision of any present or future law or regulation or order of the United States of America, or any state thereof,
or of any foreign country, or political subdivision thereof or of any court of competent jurisdiction (and neither the Custodian nor any
other Person shall be obligated to take any action contrary thereto); or (ii) any “Force Majeure,” which for purposes of this
Agreement, shall mean any circumstance or event which is beyond the reasonable control of the Custodian, a Subcustodian or any agent of
the Custodian or a Subcustodian and which adversely affects the performance by the Custodian of its obligations hereunder, by the Subcustodian
of its obligations under its subcustodian agreement or by any other agent of the Custodian or the Subcustodian, unless in each case, such
delay or nonperformance is caused by the negligence or willful misconduct of the Custodian. Such Force Majeure events may include any
event caused by, arising out of or involving (a) an act of God, (b) accident, fire, water damage or explosion, (c) any computer, system
outage or downtime or other equipment failure or malfunction caused by any computer virus or any other reason or the malfunction or failure
of any communications medium, (d) any interruption of the power supply or other utility service, (e) any strike or other work stoppage,
whether partial or total, (f) any delay or disruption resulting from or reflecting the occurrence of any Sovereign Risk (as defined below),
(g) any disruption of, or suspension of trading in, the securities, commodities or foreign exchange markets, whether or not resulting
from or reflecting the occurrence of any Sovereign Risk, (h) any encumbrance on the transferability of cash, currency or a currency position
on the actual settlement date of a foreign exchange transaction, whether or not resulting from or reflecting the occurrence of any Sovereign
Risk, or (i) any other cause similarly beyond the reasonable control of the Custodian.


 


Subject to the Custodian’s general
standard of care set forth in Subsection 6(a) hereof and the requirements of Section 17(f) of the 1940 Act and Rules 17f-5 and 17f-7 thereunder,
the Custodian shall not incur liability hereunder if any Person is prevented, forbidden or delayed from performing, or omits to perform,
any act or thing which this Agreement provides shall be performed or omitted to be performed by reason of any (i) “Sovereign Risk,”
which for the purpose of this Agreement shall mean, in respect of any jurisdiction, including but not limited to the United States of
America, where investments are acquired or held under this Agreement, (a) any act of war, terrorism, riot, insurrection or civil commotion,
(b) the imposition of any investment, repatriation or exchange control restrictions by any governmental authority, (c) the confiscation,
expropriation or nationalization of any investments by any governmental authority, whether de facto or de jure, (d) any devaluation or
revaluation of the currency, (e) the imposition of taxes, levies or other charges affecting investments, (f) any change in the applicable
law, or (g) any other economic, systemic or political risk incurred or experienced that is not directly related to the economic or financial
conditions of the Eligible Foreign Custodian, except as otherwise provided in this Agreement or the Delegation Agreement, or (ii) “Country
Risk,” which for the purpose of this Agreement shall mean, with respect to the acquisition, ownership, settlement or custody of
investments in a jurisdiction, all risks relating to, or arising in consequence of, systemic and markets factors affecting the acquisition,
payment for or ownership of investments, including (a) the prevalence of crime and corruption in such jurisdiction, (b) the inaccuracy
or unreliability of business and financial information (unrelated to the Approved Foreign Custody Manager’s duties imposed by Rule
17f-5(c) under the 1940 Act or to the duties imposed on the Custodian by Rule 17f-7 under the 1940 Act), (c) the instability or volatility
of banking and financial systems, or the absence or inadequacy of an infrastructure to support such systems, (d) custody and settlement
infrastructure of the market in which such investments are transacted and held, (e) the acts, omissions and operation of any Eligible
Securities Depository, it being understood that this provision shall not excuse the Custodian’s performance under the express terms
of this Agreement, (f) the risk of the bankruptcy or insolvency of banking agents, counterparties to cash and securities transactions,
registrars or transfer agents, (g) the existence of market conditions which prevent the orderly execution or settlement of transactions
or which affect the value of assets, and (h) the laws relating to the safekeeping and recovery of a Fund’s Foreign Assets held in
custody pursuant to the terms of this Agreement; provided, however, that, in compliance with Rule 17f-5, neither Sovereign Risk nor Country
Risk shall include the custody risk of a particular Eligible Foreign Custodian of a Fund’s Foreign Assets.


 






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(c) Liability for Past Records.


 


Neither the Custodian nor any Domestic Subcustodian
shall have any liability in respect of any loss, damage or expense suffered by a Fund, insofar as such loss, damage or expense arises
from the performance of the Custodian or any Domestic Subcustodian in reliance upon records that were maintained for such Fund by entities
other than the Custodian or any Domestic Subcustodian prior to the Custodian’s employment hereunder.


 


(d) Advice of Counsel.


 


The Custodian and all Domestic Subcustodians shall
be entitled to receive and act upon advice of counsel of its own choosing on all matters. The Custodian and all Domestic Subcustodians
shall be without liability for any actions taken or omitted in good faith pursuant to the advice of counsel.


 


(e) Advice of the Fund and Others.


 


The Custodian and any Domestic Subcustodian may
rely upon the advice of any Fund and upon statements of such Fund’s accountants and other persons believed by it in good faith to be expert
in matters upon which they are consulted, and neither the Custodian nor any Domestic Subcustodian shall be liable for any actions taken
or omitted, in good faith, pursuant to such advice or statements.


 


(f) Information Services.


 


The Custodian may rely upon information received
from issuers of Securities or other Assets or agents of such issuers, information received from Subcustodians or depositories, information
from data reporting services that provide detail on corporate actions and other securities information, and other commercially reasonable
industry sources; and, provided the Custodian has acted in accordance with the standard of care set forth in Section 6(a), the Custodian
shall have no liability as a result of relying upon such information sources, including but not limited to errors in any such information.


 


(g) Instructions Appearing to be Genuine.


 


The Custodian and all Domestic Subcustodians shall,
subject to Section 8 hereof, be fully protected and indemnified in acting as a custodian hereunder upon any Resolutions of the Board of
Directors or Trustees, Instructions, Special Instructions, advice, notice, request, consent, certificate, instrument or paper appearing
to it to be genuine and to have been properly executed and shall, unless otherwise specifically provided herein, be entitled to receive
as conclusive proof of any fact or matter required to be ascertained from any Fund hereunder a certificate signed by any officer of such
Fund authorized to countersign or confirm Special Instructions. The Custodian shall have no liability for any losses, damages or expenses
incurred by a Fund arising from the use of a non-secure form of email or other non-secure electronic system or process.


 






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(h) No Investment Advice.


 


The Custodian shall have no duty to assess the
risks inherent in Securities or other Assets or to provide investment advice, accounting or other valuation services regarding any such
Securities or other Assets.


 


(i) Exceptions from Liability.


 


Without limiting the generality of any other provisions
hereof, neither the Custodian nor any Domestic Subcustodian shall be under any duty or obligation to inquire into, nor be liable for:


 


(i) the validity of the issue of any Securities
purchased by or for any Fund, the legality of the purchase thereof or evidence of ownership required to be received by any such Fund,
or the propriety of the decision to purchase or amount paid therefor;


 


(ii) the legality of the sale, transfer or movement
of any Securities by or for any Fund, or the propriety of the amount for which the same were sold; or


 


(iii) any other expenditures, encumbrances of Securities,
borrowings or similar actions with respect to any Fund’s Assets;


 


and may, until notified to the contrary, presume that all Instructions
or Special Instructions received by it are not in conflict with or in any way contrary to any provisions of any such Fund’s Declaration
of Trust, Partnership Agreement, Articles of Incorporation or By-Laws or votes or proceedings of the shareholders, trustees, partners
or directors of any such Fund, or any such Fund’s currently effective Registration Statement on file with the SEC.


 


7. LIABILITY OF THE CUSTODIAN FOR ACTIONS OF OTHERS.


 


(a) Domestic Subcustodians


 


Except as provided in Section 7(d), the Custodian
shall be liable for the acts or omissions of any Domestic Subcustodian to the same extent as if such actions or omissions were performed
by the Custodian itself.


 


(b) Liability for Acts and Omissions of Foreign
Subcustodians.


 


The Custodian shall be liable to a Fund for any
loss or damage to such Fund caused by or resulting from the acts or omissions of any Foreign Subcustodian to the extent that, under the
terms set forth in the subcustodian agreement between the Custodian or a Domestic Subcustodian and such Foreign Subcustodian, the Foreign
Subcustodian has failed to perform in accordance with the standard of conduct imposed under such subcustodian agreement and the Custodian
or Domestic Subcustodian recovers from the Foreign Subcustodian under the applicable subcustodian agreement.


 






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(c) Securities Systems, Interim
Subcustodians, Special Subcustodians, Eligible Securities Depositories.


 


The Custodian shall not be liable to any Fund for
any loss, damage or expense suffered or incurred by such Fund resulting from or occasioned by the actions or omissions of a Securities
System, Interim Subcustodian, Special Subcustodian, or Eligible Securities Depository unless such loss, damage or expense is caused by,
or results from, the negligence or willful misconduct of the Custodian.


 


(d) Failure of Third Parties.


 


The Custodian shall not be liable for any loss,
damage or expense suffered or incurred by any Fund resulting from or occasioned by the actions, omissions, neglects, defaults, insolvency
or other failure of any (i) issuer of any Securities or Underlying Shares or of any agent of such issuer; (ii) any counterparty with respect
to any Security or other Asset, including any issuer of any option, futures, derivatives or commodities contract; (iii) investment adviser
or other agent of a Fund; or (iv) any broker, bank, trust company or any other person with whom the Custodian may deal (other than any
of such entities acting as a Subcustodian, Securities System or Eligible Securities Depository, for whose actions the liability of the
Custodian is set out elsewhere in this Agreement); or (v) any agent or depository (including but not limited to a securities lending agent
or precious metals depository) with whom the Custodian may deal at the direction of, and behalf of, a Fund; unless such loss, damage or
expense is caused by, or results from, the negligence or willful misconduct of the Custodian or the Custodian’s breach of the terms
of any contract between the Fund and the Custodian.


 


(e) Transfer Agents.


 


The Custodian shall not be liable to the Fund for
any loss or damage to the Fund resulting from the maintenance of Underlying Shares with a Transfer Agent except for losses resulting directly
from the negligence or willful misconduct of the Custodian.


 


8. INDEMNIFICATION.


 


(a) Indemnification by Fund.


 


Subject to the limitations set forth in this Agreement,
the Fund agrees to indemnify and hold harmless the Custodian and its nominees from all losses, damages and expenses (including attorneys’
fees) suffered or incurred by the Custodian or its nominee caused by or arising from actions taken by the Custodian, its employees or
agents in the performance of its duties and obligations under this Agreement, including, but not limited to, any indemnification obligations
undertaken by the Custodian under any relevant subcustodian agreement; provided, however, that such indemnity shall not apply to the extent
the Custodian is liable under Sections 6 or 7 hereof.


 


If any Fund requires the Custodian to take any
action with respect to Securities, Underlying Shares or other Assets, which action involves the payment of money or which may, in the
opinion of the Custodian, result in the Custodian or its nominee assigned to such Fund being liable for the payment of money or incurring
liability of some other form, such Fund, as a prerequisite to requiring the Custodian to take such action, shall provide indemnity to
the Custodian in an amount and form satisfactory to it.


 


Each Fund agrees to indemnify and hold harmless
the Custodian for any action the Custodian takes or does not take in reliance upon directions, Instructions or Special Instructions, including
but not limited to Instructions or Special Instructions to prepare, sign and submit Subscription Agreements or other Writings on behalf
of the Manager or the Fund, except for such action or inaction resulting from the Custodian’s negligence or willful misconduct or
if the Custodian follows an Instruction or Written Instruction expressly forbidden by this Agreement. Each Fund agrees to indemnify and
hold harmless the Custodian for any claim against the Custodian arising out of the investment by the Fund in an underlying fund for which
Subscription Agreements are prepared, signed or submitted by Custodian.


 






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(b) Indemnification by Custodian.


 


Subject to the limitations set forth in this Agreement,
the Custodian agrees to indemnify and hold harmless the Fund from all losses, damages and expenses (with the exception of those damages
and expenses referenced in Section 6(a)) suffered or incurred by each such Fund caused by the negligence or willful misconduct of the
Custodian.


 


9. ADVANCES.


 


In the event that the Custodian or any Subcustodian,
Securities System, or Eligible Securities Depository acting either directly or indirectly under agreement with the Custodian (each of
which for purposes of this Section 9 shall be referred to as “Custodian”), makes any payment or transfer of funds on behalf
of any Fund as to which there would be, at the close of business on the date of such payment or transfer, insufficient funds held by the
Custodian on behalf of any such Fund, the Custodian may, in its discretion without further Instructions, provide an advance (“Advance”)
to any such Fund in an amount sufficient to allow the completion of the transaction by reason of which such payment or transfer of funds
is to be made. In addition, in the event the Custodian is directed by Instructions to make any payment or transfer of funds on behalf
of any Fund as to which it is subsequently determined that such Fund has overdrawn its cash account with the Custodian as of the close
of business on the date of such payment or transfer, said overdraft shall constitute an Advance. Any Advance shall be payable by the Fund
on behalf of which the Advance was made on demand by Custodian, unless otherwise agreed by such Fund and the Custodian, and shall accrue
interest from the date of the Advance to the date of payment by such Fund to the Custodian at a rate determined from time to time by the
Custodian. It is understood that any transaction in respect of which the Custodian shall have made an Advance, including but not limited
to a foreign exchange contract or transaction in respect of which the Custodian is not acting as a principal, is for the account of and
at the risk of the Fund on behalf of which the Advance was made, and not, by reason of such Advance, deemed to be a transaction undertaken
by the Custodian for its own account and risk. The Custodian and the Fund which are parties to this Agreement acknowledge that the purpose
of Advances is to finance temporarily the purchase or sale of Securities for prompt delivery in accordance with the settlement terms of
such transactions or to meet emergency expenses not reasonably foreseeable by a Fund. The Custodian shall promptly notify the appropriate
Fund of any Advance. Such notification may be communicated by telephone, Electronic Communication or facsimile transmission or in such
other manner as the Custodian may choose. Nothing herein shall be deemed to create an obligation on the part of the Custodian to advance
monies to a Fund.


 


10. SECURITY INTEREST.


 


To secure the due and prompt payment of all Advances,
together with any taxes, charges, fees, expenses, assessments, obligations, claims or liabilities incurred by the Custodian in connection
with its or their performance of any duties under this Agreement (collectively, “Liabilities”), except for any Liabilities
arising from or the Custodian’s negligence or willful misconduct, the Fund grants to the Custodian a security interest in all of
the Fund’s Securities and other Assets now or hereafter in the possession of the Custodian and all proceeds thereof (collectively,
the “Collateral”). A Fund shall promptly reimburse the Custodian for any and all such Liabilities. In the event that a Fund
fails to satisfy any of the Liabilities as and when due and payable, the Custodian shall have in respect of the Collateral, in addition
to all other rights and remedies arising hereunder or under local law, the rights and remedies of a secured party under the Uniform Commercial
Code. Without prejudice to the Custodian’s rights under applicable law, the Custodian shall be entitled, without notice to the
Fund, to withhold delivery of any Collateral, sell, set-off, or otherwise realize upon or dispose of any such Collateral and to apply
the money or other proceeds and any other monies credited to the Fund in satisfaction of the Liabilities. This includes, but is not limited
to, any interest on any such unpaid Liability as the Custodian deems reasonable, and all costs and expenses (including reasonable attorney’s
fees) incurred by the Custodian in connection with the sale, set-off or other disposition of such Collateral.


 


11. COMPENSATION.


 


The Fund will pay to the Custodian such compensation
as is set forth on Schedule A hereto, or as otherwise agreed to in writing by the Custodian and each such Fund from time to time. In addition,
the Fund shall reimburse the Custodian for all out-of-pocket expenses incurred by the Custodian in connection with this Agreement, but
excluding salaries and usual overhead expenses. Such compensation, and expenses shall be billed to each such Fund and paid in cash to
the Custodian.


 


12. POWERS OF ATTORNEY.


 


Upon request, the Fund shall deliver to the Custodian
such proxies, powers of attorney or other instruments as may be reasonable and necessary or desirable in connection with the performance
by the Custodian or any Subcustodian of their respective obligations under this Agreement or any applicable subcustodian agreement.


 






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13. TAX LAWS.


 


The Custodian shall have no responsibility or liability
for any obligations now or hereafter imposed on a Fund or on the Custodian as custodian for such Fund by the tax law of any country or
of any state or political subdivision thereof. The Fund agrees to indemnify the Custodian for and against any such obligations including
taxes, tax reclaims, withholding and reporting requirements, claims for exemption or refund, additions for late payment, interest, penalties
and other expenses (including legal expenses) that may be assessed against the Fund or the Custodian as custodian of a Fund.


 


14. TERM AND ASSIGNMENT.


 


This Agreement shall continue in effect with respect
to each 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 each Fund for successive two-year periods (each a “Renewal
Term”).


 


In the event this Agreement is terminated by the
Fund prior to the end of the Initial Term of any subsequent Renewal Term, the Fund shall be obligated to pay the Custodian the remaining
balance of the fees payable to the Custodian under this Agreement through the end of the Initial Term or Renewal Term, as applicable.
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.
Upon termination of this Agreement, the appropriate Fund shall pay to the Custodian such fees as may be due the Custodian hereunder as
well as its reimbursable disbursements, costs and expenses paid or incurred. Upon termination of this Agreement, the Custodian shall deliver,
at the terminating party’s expense, all Assets held by it hereunder to a successor custodian designated by the Fund or, if a successor
custodian is not designated, then to the appropriate Fund or as otherwise designated by such Fund by Special Instructions. Upon such delivery,
the Custodian shall have no further obligations or liabilities under this Agreement except as to the final resolution of matters relating
to activity occurring prior to the effective date of termination. In the event that for any reason Securities or other Assets remain in
the possession of the Custodian after the date such termination shall take effect, the Custodian shall be entitled to compensation at
the same rates as agreed to by the Custodian and the Fund during the term of this Agreement as set forth in Section 11.


 


This Agreement may not be assigned by the Custodian
or any Fund without the respective consent of the other.


 


15. ADDITIONAL FUNDS.


 


[RESERVED]


 


16. NOTICES.


 


As to the Fund, notices, requests, instructions
and other writings delivered to Wellings Real Estate Income Fund, c/o Wellings Capital Management, LLC, 114 Tradewynd Drive, Suite 206,
Lynchburg, Virginia 24502, Attn: Benjamin Kahle, postage prepaid, or to such other address as the Fund may have designated to the Custodian
in writing, shall be deemed to have been properly delivered or given to a Fund.


 


Notices, requests, instructions and other writings
delivered to the Custodian at its office at 928 Grand Blvd., 10th Floor, Attn: Amy Small, Kansas City, Missouri 64106, postage prepaid,
or to such other addresses as the Custodian may have designated to the Fund in writing, shall be deemed to have been properly delivered
or given to the Custodian hereunder; provided, however, that procedures for the delivery of Instructions and Special Instructions shall
be governed by Section 2(c) hereof.


 


17. CONFIDENTIALITY.


 


The parties agree that all Information, books and
records provided by the Custodian or the Fund to each other in connection with this Agreement, and all information provided by either
party pertaining to its business or operations, is “Confidential Information.” All Confidential Information shall be used
by the party receiving such information only for the purpose of providing or obtaining services under this Agreement and, except as may
be required to carry out the terms of this Agreement, shall not be disclosed to any other party without the express consent of the party
providing such Confidential Information. The foregoing limitations shall not apply to any information that is available to the general
public other than as a result of a breach of this Agreement, or that is required to be disclosed by or to any entity having regulatory
authority over a party hereto or any auditor of a party hereto or that is required to be disclosed as a result of a subpoena or other
judicial process, or otherwise by applicable laws.


 






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18. ANTI-MONEY LAUNDERING COMPLIANCE.


 


The Fund represents and warrants that it has established
and maintain policies and procedures designed to meet the requirements imposed by the USA PATRIOT Act, including policies and procedures
designed to detect and prevent money laundering, including those required by the USA PATRIOT Act. The Fund agrees to provide to the Custodian,
from time to time upon the request of the Custodian, certifications regarding its compliance with the USA PATRIOT Act and other anti-money
laundering laws. The Fund acknowledges that, because the Custodian will not have information regarding the shareholders of the Fund, the
Fund will assume responsibility for customer identification and verification and other CIP requirements in regard to such shareholders.


 


19. MISCELLANEOUS.


 


(a) This Agreement is executed and delivered in
the State of Missouri and shall be governed by the laws of such state.


 


(b) All of the terms and provisions of this Agreement
shall be binding upon, and inure to the benefit of, and be enforceable by the respective successors and assigns of the parties hereto.


 


(c) No provisions of this Agreement may be amended,
modified or waived in any manner except in writing, properly executed by both parties hereto; provided, however, Appendix A may be amended
from time to time as Domestic Subcustodians, Securities Systems, and Special Subcustodians are approved or terminated according to the
terms of this Agreement.


 


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


 


(e) This Agreement shall be effective as of the
date of execution hereof.


 


(f) This Agreement may be executed simultaneously
in two or more counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument.


 


(g) If any part, term or provision of this Agreement
is held to be illegal, in conflict with any law or otherwise invalid by any court of competent jurisdiction, the remaining portion or
portions shall be considered severable and shall not be affected, and the rights and obligations of the parties shall be construed and
enforced as if this Agreement did not contain the particular part, term or provision held to be illegal or invalid.


 


(h) Entire Agreement.
This Agreement and the Delegation Agreement (if applicable), as amended from time to time, constitute the entire understanding and agreement
of the parties thereto with respect to the subject matter therein and accordingly, supersedes as of the effective date of this Agreement
any custodian agreement heretofore in effect between the Fund and the Custodian.


 


(i) The rights and
obligations contained in Sections 6, 7, 8, 9, 10, 11 and 17 of this Agreement shall continue, notwithstanding the termination of this
Agreement, in order to fulfill the intention of the parties as described in such Sections.


 


[Signature page
to follow.]


 


 






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IN WITNESS WHEREOF, the parties hereto have caused this Custody
Agreement to be executed by their respective duly authorized officers.


 


	 	 	WELLINGS REAL ESTATE INCOME FUND
	
     

    Attest: /s/ Michael Niederer
	 	
     

    By: /s/ Benjamin Kahle

	 	 	
     

    Name: Ben Kahle

	 	 	
     

    Title: Partner and COO

	 	 	
     

    Date: Mar 22, 2022

	 	 	
     

    UMB BANK, N.A.

	
     

    Attest:
	 	
     

    By: /s/ Amy Small

	 	 	
     

    Name: Amy Small

	 	 	
     

    Title: Senior Vice President

	 	 	
     

    Date: 03/22/2022



 






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Schedule A


to the


Custody Agreement


by and between


Wellings Real Estate Income Fund


and


UMB Bank, N.A.


 


Fees


 


[CONFIDENTIAL]


 


Out-of-Pocket Expenses


 


Out-of-pocket expenses include but
are not limited to security transfer fees, certificate fees, shipping/courier fees or charges, bank DDA service charges, proxy fees/charges,
legal review/processing of restricted and private placement securities, custom programming charges, 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.


 


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 the Agreement 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.


 


This fee schedule pertains to custody
of U.S. domestic assets only. We will provide our fee schedule for Euroclear and global custody upon request.


 


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


 






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APPENDIX A


 


CUSTODY AGREEMENT


 


The following Subcustodians and Securities Systems
are approved for use in connection with the Custody Agreement dated March 22, 2022.


 


SECURITIES SYSTEMS:


 


Depository Trust Company


Federal Book Entry


 


SPECIAL SUBCUSTODIANS:


 


DOMESTIC SUBCUSTODIANS:


 


Brown Brothers Harriman & Co. (Foreign Securities
Only)


 


	WELLINGS REAL ESTATE INCOME FUND	 	UMB BANK, N.A.
	
     

    By: /s/ Benjamin Kahle
	 	
     

    By: /s/ Amy Small

	
     

    Name: Ben Kahle
	 	
     

    Name: Amy Small

	
     

    Title: Partner and COO
	 	
     

    Title: Senior Vice President

	
     

    Date: Mar 22, 2022
	 	
     

    Date: 03/22/2022

	 	 	 


 






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