0001193125-14-421357 Sample Contracts

DISTRIBUTION AGREEMENT

Distribution Agreement • November 21st, 2014 • Resource Real Estate Diversified Income Fund • Colorado

• Contract Type
  Distribution Agreement
• Filed
  November 21st, 2014
• Company
  Resource Real Estate Diversified Income Fund
• Jurisdiction
  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”).

ADMINISTRATION, BOOKKEEPING AND PRICING SERVICES AGREEMENT

Administration, Bookkeeping and Pricing Services Agreement • November 21st, 2014 • Resource Real Estate Diversified Income Fund • New York

• Contract Type
  Administration, Bookkeeping and Pricing Services Agreement
• Filed
  November 21st, 2014
• Company
  Resource Real Estate Diversified Income Fund
• Jurisdiction
  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”).

Expense Limitation Agreement

Expense Limitation Agreement • November 21st, 2014 • Resource Real Estate Diversified Income Fund

• Contract Type
  Expense Limitation Agreement
• Filed
  November 21st, 2014
• Company
  Resource Real Estate Diversified Income Fund

AMENDMENT NO. 1 TO RESOURCE SECURITIES, INC. DEALER MANAGER AGREEMENT

Dealer Manager Agreement • November 21st, 2014 • Resource Real Estate Diversified Income Fund

• Contract Type
  Dealer Manager Agreement
• Filed
  November 21st, 2014
• Company
  Resource Real Estate Diversified Income Fund

Amendment No. 1 (this “Amendment”) to the Dealer Manager Agreement, dated November 21, 2014, 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”).