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| Wellings Capital Management LLC
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|---|---|
| CRD # | 316324 |
| SEC # | 801-125011 |
| CIK # | |
| AUM | 201.9 M (2025-08-07) |
| Employees | 11 (45% Investors, 0% Brokers) |
| Fees | |
| Minimum | |
| Phone | 800-844-2188 |
| Address | 14805 Forest Rd Forest, VA 24551 |
| Source | [IAPD] [Website] [LinkedIn] |
| Total AUM ($M) |
|---|
| Fees and Compensation — Form ADV Part 2A (8/7/2025) [Brochure] |
|---|
ITEM 5 – Fees and Compensation
A. Management Fee
The specific manner in which fees are charged by Wellings to an investment vehicle is disclosed in each operating
agreement or limited partnership agreement. By way of example, an investor in Wellings Income Fund I, LLC,
will pay the Fund’s manager an annual “Management Fee” of 1.0% of deployed equity, as described in detail in
the Fund’s confidential private placement offering memorandum.
B. Performance Fee – Wellings’ Profits Share (“Carried Interest”)
Each investment vehicle is subject to the terms and conditions of its operating agreement or limited partnership
agreement regarding these fees and the discussion in this Item 5 is only meant to be illustrative. By way of
example, we will again refer to Wellings Income Fund I, LLC. Investors receive prioritized cash flow
distributions with a nine percent (9%) cumulative preferred return. Cash flow above preferred return will be
distributed eighty percent (80%) to investors and twenty percent (20%) to Wellings. These distributions made to
Wellings are generally referred to as the “Carried Interest”.
C. Other Fees and Expenses – Capital Placement Fee
Each investment vehicle is subject to the terms and conditions of its operating agreement or limited partnership
agreement regarding these fees, and this discussion in this Item 5 is only meant to be illustrative. Using the same
example of Wellings Income Fund I, LLC, investors paid a capital placement fee of 1%.
D. Wellings Real Estate Income Fund Fees
The WREIF operated as a business development company (“BDC”) until July 25, 2025. At that time, it converted
to a private fund relying on the Investment Company Act’s 3(c)5(C) exemption available to funds primarily
invested in real estate. The fees associated with the WREIF are as follows:
a. An asset management fee of 1.25% based on capital deployed; and
b. The portion of the incentive fee based on income is determined and paid quarterly in arrears and equals
20% of the pre-incentive fee net investment income in excess of a 2.5% quarterly (or 10% annually)
“hurdle rate.” There are no catch-up provisions applicable to income-based incentive fees under the
Advisory Agreement; and
c. 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 to the end of each calendar year, less cumulative
net realized capital losses and unrealized capital depreciation.
E. Sidecar Fees
For each of the Sidecars the fees for investors are as follows:
a. An annual asset management fee ranging from 1.00%-1.50% based on capital committed which is paid
monthly;
b. A targeted preferred return range for each of the Sidecars of 7-10%, which, if achieved, permits
additional income to be paid in a waterfall arrangement that provides 75% of any additional income to
be paid to limited partners while 25% is paid to Wellings; and
c. An administrative fee of 1.25% of capital committed is paid by each of the investors at the time they
make their investment in MWG or Nord while the administrative fee for Icarus, Altus, and Six Rock is
1.5%. |
| Account Minimums and Types of Clients — Form ADV Part 2A (8/7/2025) [Brochure] |
|---|
ITEM 7 – Types of Clients The Adviser provides investment advisory and administrative services to fourteen private real estate investment vehicles. As discussed in Item 4, the Adviser may, subject to any limitations described in the Advisory Agreements, advise other registered investment companies, private investment funds, institutional investors or other persons or entities in the future. |
| Type | Form D Funds | Date | Sold | AUM |
|---|---|---|---|---|
| RE | Wellings Income Fund IV | 2022-01-28 | 16.2 M | |
| RE | Wellings Income Fund III | [2021-08-30] | 17.1 M | |
| Offered $25,000,000 · Filed 2021-08-11 (D) · Exemption 506(c), 3(c), 3(c)(1) · Minimum $100,000 · Remaining $25,000,000 · Duration More than one year · Revenue Decline to Disclose | ||||
| AUM Breakdown | Accounts | AUM ($M) |
|---|---|---|
| By Client Type | ||
| (a) Individuals (other than high net worth individuals) | 0 | 0.0 |
| (b) Individuals (high net worth individuals) | 0 | 0.0 |
| (c) Banking or thrift institutions | 0 | 0.0 |
| (d) Investment companies | 0 | 0.0 |
| (e) Business development companies | 0 | 0.0 |
| (f) Pooled investment vehicles | 14 | 201.9 |
| (g) Pension and profit sharing plans | 0 | 0.0 |
| (h) Charitable organizations | 0 | 0.0 |
| (i) State or municipal government entities | 0 | 0.0 |
| (j) Other investment advisers | 0 | 0.0 |
| (k) Insurance companies | 0 | 0.0 |
| (l) Sovereign wealth funds and foreign official institutions | 0 | 0.0 |
| (m) Corporations or other businesses not listed above | 0 | 0.0 |
| (n) Other | 0 | 0.0 |
| Total | 14 | 201.9 |
| By Discretionary | ||
| Discretionary | 14 | 201.9 |
| Non-Discretionary | 0 | 0.0 |
| Total | 14 | 201.9 |
| By Non-United States Persons | ||
| Non-United States Persons | 0.0 | |
| United States Persons | 201.9 | |
| Total | 14 | 201.9 |
| Form D Directors | Role | # Filings | # Firms | 2011 - 2026 |
|---|---|---|---|---|
| Paul Moore | Executive Officer | 24 | 2 | |
| Benjamin Kahle | Director | 15 | 2 |
| Firm Profile (Form ADV) | |
|---|---|
| Serves | Institutional |
| Fund Types | Real Estate |
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