Expense Limitation Agreement
To:
Resource Real Estate Diversified Income Fund
Xxx Xxxxxxxx Xxxxx, Xxxxx 000
Philadelphia, PA 19112
Dear Board Members:
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.
Effective from the effective date of the Fund’s registration statement for a period of at least 1 year, we agree to waive our fees and to pay or absorb the ordinary annual operating expenses of the Fund (including offering and organizational expenses, but excluding interest, brokerage commissions, acquired fund fees and expenses and extraordinary expenses), to the extent that they exceed 1.99% per annum of the Fund's average daily net assets.
Additionally, this Expense Limitation Agreement may not be terminated by Resource Real Estate, Inc., but may be terminated by the Fund’s Board of Trustees, on 60 days written notice to Resource Real Estate, Inc.
Any waiver or reimbursement by us is subject to repayment by the Fund within the three fiscal years following the fiscal year in which the expenses were incurred, if the Fund is able to make the repayment without exceeding its current expense limitation and the repayment is approved by the Board of Trustees.
Yours Very Truly,
RESOURCE REAL ESTATE, INC.
By: /s/ Xxxx Xxxxxxx
Name: Xxxx Xxxxxxx
Title: CEO
Date: December 13, 2012
ACCEPTANCE:
The foregoing Agreement is hereby accepted.
RESOURCE REAL ESTATE DIVERSIFIED INCOME FUND
By: /s/ Xxxxx Xxxxxx
Name: Xxxxx Xxxxxx
Title: President
Date: December 13, 2012