Resource Real Estate Diversified Income Fund Sample Contracts

MANAGEMENT AGREEMENT
Management Agreement • March 7th, 2013 • Resource Real Estate Diversified Income Fund • New York

The Trust has been organized to engage in the business of a closed-end management investment company that is operated as an interval fund.

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UNDERWRITING AGREEMENT
Underwriting Agreement • March 7th, 2013 • Resource Real Estate Diversified Income Fund • Nebraska

WHEREAS, the Trust is offering shares of beneficial interest (the “Shares”) in separate investment portfolios as set forth on Schedule A, as may be amended from time to time (each a “Fund”), and each a series of the Trust; and

AGREEMENT AND DECLARATION OF TRUST
Agreement and Declaration of Trust • September 19th, 2012 • Resource Real Estate Diversified Income Fund • Delaware

AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST made this 10th day of September 2012, by the Trustee(s) hereunder, and by the holders of shares of beneficial interest to be issued hereunder as hereinafter provided. This Amended and Restated Agreement and Declaration of Trust shall be effective upon the filing of the Certificate of Trust in the office of the Secretary of State of the State of Delaware.

FUND SERVICES AGREEMENT between RESOURCE REAL ESTATE DIVERSIFIED INCOME FUND and
Fund Services Agreement • March 7th, 2013 • Resource Real Estate Diversified Income Fund • New York
BROKER-DEALER SELLING AGREEMENT
Broker-Dealer • January 15th, 2020 • Resource Real Estate Diversified Income Fund • Colorado

THIS BROKER-DEALER SELLING AGREEMENT (“Agreement”) made and entered into between ALPS Distributors, Inc. (“Distributor”), a Colorado corporation having its principal place of business at 1290 Broadway, Suite 1000, Denver, Colorado 80203, and ___________________________________, a _________________________ having its principal place of business at ________________________________________________________ (hereinafter “Broker-Dealer”).

Contract
Global Custody Agreement • January 15th, 2020 • Resource Real Estate Diversified Income Fund • New York

This Amended and Restated Global Custody Agreement (“Amended and Restated Agreement”) is made as of, September 26, 2019 by and between Resource Real Estate Diversified Income Fund ("Principal") and MUFG Union Bank, N.A. ("Custodian"), and hereby supersedes that certain Custody Agreement dated as of February 12, 2015, the Addendum to Custody Agreement for Special Assets, and other supplements thereto (collectively, the “Custody Agreement”), by and between Custodian and Principal, and any amendments thereof.

RESOURCE REAL ESTATE DIVERSIFIED INCOME FUND RESOURCE SECURITIES, INC. DEALER MANAGER AGREEMENT
Dealer Manager Agreement • June 25th, 2014 • Resource Real Estate Diversified Income Fund • Pennsylvania

The undersigned, Resource Real Estate Diversified Income Fund (the "Fund"), a Delaware statutory trust corporation, is conducting a continuous offering (the "Offering") of its Class A and Class C shares of beneficial interest (collectively, the "Shares"). The Fund desires for you, Resource Securities, Inc. (the "Dealer Manager" or "you"), to act as its Dealer Manager in connection with the offer and sales of the Shares to the public in the Offering. In connection with the sales of Shares, the Fund hereby confirms its agreement with you, as Dealer Manager, as follows:

ADMINISTRATION, BOOKKEEPING AND PRICING SERVICES AGREEMENT
Administration, Bookkeeping And • November 21st, 2014 • Resource Real Estate Diversified Income Fund • New York

THIS AGREEMENT is made as of November 4, 2014, between Resource Real Estate Diversified Income Fund, organized as a Delaware statutory trust (the “Fund”), and ALPS Fund Services, Inc., a Colorado corporation (“ALPS”).

MANAGEMENT AGREEMENT
Management Agreement • November 29th, 2016 • Resource Real Estate Diversified Income Fund • New York

Resource Real Estate Diversified Income Fund (the " Trust " or the " Fund ") herewith confirms our agreement with you effective as of September 23, 2016.

DISTRIBUTION AGREEMENT
Distribution Agreement • January 28th, 2019 • Resource Real Estate Diversified Income Fund • New York

THIS AGREEMENT (the “Agreement”) is made as of April 16, 2018, between Resource Real Estate Diversified Income Fund, a Delaware statutory trust (the “Fund”), and ALPS Distributors, Inc., a Colorado corporation (“ALPS”).

MANAGEMENT AGREEMENT
Management Agreement • January 27th, 2017 • Resource Real Estate Diversified Income Fund • New York
BROKER DEALER SELLING AGREEMENT
Broker Dealer Selling Agreement • May 29th, 2019 • Resource Real Estate Diversified Income Fund • Colorado

THIS BROKER DEALER SELLING AGREEMENT (“Agreement”) made and entered into between ALPS Distributors, Inc. (“Distributor”), a Colorado corporation having its principal place of business at 1290 Broadway, Suite 1100, Denver, Colorado 80203, and ___________________, a _________________ company having its principal place of business ___________________________________ (hereinafter “Broker/Dealer”).

AMENDMENT 1
Resource Real Estate Diversified Income Fund • January 15th, 2020

Except as amended hereby, all terms of the Existing Agreement remain in full force and effect. This Amendment includes the amendments in Schedule A and general terms in Schedule B.

Amended and Restated Expense Limitation Agreement
Limitation Agreement • January 29th, 2018 • Resource Real Estate Diversified Income Fund
AMENDMENT NO. 3 TO RESOURCE SECURITIES, INC. DEALER MANAGER AGREEMENT
Dealer Manager Agreement • June 21st, 2017 • Resource Real Estate Diversified Income Fund

Amendment No. 3 (this "Amendment") to the Dealer Manager Agreement, dated June 19, 2017, between Resource Real Estate Diversified Income Fund, a Delaware statutory trust (the "Fund"), and Resource Securities, Inc., a Delaware corporation (together with the Fund, the "Parties," and each, a "Party").

Expense Limitation Agreement
Expense Limitation Agreement • January 27th, 2017 • Resource Real Estate Diversified Income Fund
Expense Limitation Agreement
Limitation Agreement • November 21st, 2014 • Resource Real Estate Diversified Income Fund
Expense Limitation Agreement
Limitation Agreement • June 29th, 2015 • Resource Real Estate Diversified Income Fund
DISTRIBUTION AGREEMENT
Execution Copy • November 21st, 2014 • Resource Real Estate Diversified Income Fund • Colorado

THIS AGREEMENT is made as of November 4, 2014, between Resource Real Estate Diversified Income Fund, a Delaware statutory trust (the “Fund”), and ALPS Distributors, Inc., a Colorado corporation (“ALPS”).

Resource Securities, Inc. One Commerce Square, 2005 Market Street, 15th Floor Philadelphia, PA 19103 [ telephone number ] Dealer’s Agreement
S Agreement • March 7th, 2013 • Resource Real Estate Diversified Income Fund • Pennsylvania

Resource Securities, Inc. (“Distributor”) invites you, as a selected dealer, to participate as principal in the distribution of shares (the “Shares”) of Resource Real Estate Diversified Income Fund (the “Fund”), of which it is the exclusive Distributor. Distributor agrees to sell to you, subject to any limitations imposed by the Fund, Shares issued by the Fund and to promptly confirm each sale to you. All sales will be made according to the following terms:

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AMENDMENT 1
Resource Real Estate Diversified Income Fund • May 29th, 2019

Except as amended hereby, all terms of the Existing Agreement remain in full force and effect. This Amendment includes the amendments in Schedule A and general terms in Schedule B.

Expense Limitation Agreement
Expense Limitation Agreement • June 21st, 2017 • Resource Real Estate Diversified Income Fund
Amended and Restated Expense Limitation Agreement
Limitation Agreement • January 28th, 2019 • Resource Real Estate Diversified Income Fund
Expense Limitation Agreement
Expense Limitation Agreement • February 9th, 2015 • Resource Real Estate Diversified Income Fund
SUBSCRIPTION AGREEMENT BETWEEN THE FUND AND THE INVESTOR RESOURCE REAL ESTATE DIVERSIFIED INCOME FUND LETTER OF INVESTMENT INTENT
Subscription Agreement • March 7th, 2013 • Resource Real Estate Diversified Income Fund

Effective as of the date first written above, the undersigned (the "Purchaser") subscribes to purchase a beneficial interest ("Interest") in the Resource Real Estate Diversified Income Fund, in the amount of $100,000.00 for 10,000 shares of beneficial ownership at net asset value of $10.00 per share, in consideration for which the Purchaser agrees to transfer to you upon demand cash in the amount of $100,000.00.

Expense Limitation Agreement
Expense Limitation Agreement • January 28th, 2016 • Resource Real Estate Diversified Income Fund
Expense Limitation Agreement
Expense Limitation Agreement • March 7th, 2013 • Resource Real Estate Diversified Income Fund

You have engaged us to act as the sole investment adviser to the Resource Real Estate Diversified Income Fund (the “Trust,” or the “Fund”), pursuant to a Management Agreement dated as of December 13, 2012.

aMENDMENT NO. 3 TO ADMINISTRATION, BOOKKEEPING AND PRICING SERVICES AGREEMENT
Pricing Services Agreement • January 28th, 2019 • Resource Real Estate Diversified Income Fund

This Amendment No. 3 to the Administration, Bookkeeping and Pricing Services Agreement dated as of August [ ], 2018 (the "Amendment #3"), by and between Resource Diversified Income Fund (the "Fund"), organized as a Delaware statutory trust, and ALPS Fund Services, Inc. ("ALPS"), a Colorado corporation.

Amended and Restated Expense Limitation Agreement
Limitation Agreement • January 15th, 2020 • Resource Real Estate Diversified Income Fund
REPORT MODERNIZATION ADDENDUM to Administration, Bookkeeping and Pricing Services Agreement
Services Agreement • January 15th, 2020 • Resource Real Estate Diversified Income Fund • Colorado

This Report Modernization Addendum (this “Addendum”) dated November 25, 2019 is to the Administration, Bookkeeping and Pricing Services Agreement dated November 4, 2014, as amended (the “Agreement”), by and between ALPS Fund Services, Inc., a Colorado corporation (“ALPS”), and Resource Real Estate Diversified Income Fund, a Delaware statutory trust (the “Trust”).

Expense Limitation Agreement
Expense Limitation Agreement • June 25th, 2014 • Resource Real Estate Diversified Income Fund
Contract
Custody Agreement • March 7th, 2013 • Resource Real Estate Diversified Income Fund • California

This Global Custody Agreement is among Resource Real Estate Diversified Income Fund, (“Principal”), and Union Bank, N.A. ("Custodian"). Principal desires that Custodian hold and administer on behalf of Principal certain Property (as herein defined). Custodian is willing to do so on the terms and conditions set forth in the Global Custody Agreement (Agreement). Accordingly, Principal and Custodian agree as follows:

aMENDMENT NO. 2 TO ADMINISTRATION, BOOKKEEPING AND PRICING SERVICES AGREEMENT
Pricing Services Agreement • January 29th, 2018 • Resource Real Estate Diversified Income Fund

This Amendment No. 2 to the Administration, Bookkeeping and Pricing Services Agreement dated as of November --13, 2017 (the "Amendment"), by and between Resource Real Estate Diversified Income Fund (the "Fund"), organized as a Delaware statutory trust, and ALPS Fund Services, Inc. ("ALPS"), a Colorado corporation.

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