0000910472-13-000930 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

By-Laws of RESOURCE REAL ESTATE DIVERSIFIED INCOME FUND
By-Laws • March 7th, 2013 • Resource Real Estate Diversified Income Fund
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
Resource Securities, Inc. One Commerce Square, 2005 Market Street, 15th Floor Philadelphia, PA 19103 [ telephone number ] Dealer’s Agreement
Dealer’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:

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 • 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.

Contract
Global 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:

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