UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-CSR
CERTIFIED SHAREHOLDER REPORT OF REGISTERED
MANAGEMENT INVESTMENT COMPANIES
811-22749
(Investment Company Act file number)
Resource Real Estate Diversified Income Fund
(Exact name of registrant as specified in charter)
One Crescent Drive, Suite 203
Philadelphia, PA 19103
(Address of principal executive offices) (Zip code)
Shelle Weisbaum
Resource Real Estate, Inc.
1845 Walnut Street, 18th Floor
Philadelphia, PA 19103
(Name and address of agent for service)
Copy to:
ALPS Fund Services, Inc.
1290 Broadway, Suite 1100
Denver, CO 80203
Registrant's telephone number, including area code: (215) 231-7050
Date of fiscal year end: September 30
Date of reporting period: October 1, 2015 – September 30, 2016
Item 1. Reports to Stockholders.
Shareholder Letter | 1 |
Portfolio Update | 3 |
Portfolio of Investments | 5 |
Statement of Assets and Liabilities | 11 |
Statement of Operations | 13 |
Statements of Changes in Net Assets | 14 |
Statements of Cash Flows | 17 |
Financial Highlights | |
Class A | 18 |
Class C | 19 |
Class W | 20 |
Class I | 21 |
Class U | 22 |
Class T | 23 |
Class D | 24 |
Notes to Financial Statements | 25 |
Report of Independent Registered Public Accounting Firm | 35 |
Additional Information | 36 |
Trustees & Officers | 38 |
Privacy Notice | 40 |
Resource Real Estate Diversified Income Fund | Shareholder Letter |
September 30, 2016 (Unaudited)
Dear Shareholders:
We are pleased to present you with the Resource Real Estate Diversified Income Fund (the “Fund”) Annual Report for the 2016 fiscal year. We are also proud to report that the Fund continued to grow, and over the last six months of operations we have continued to deliver value to shareholders by:
| ● | Providing our investors access to a diversified portfolio of both private and public real estate investments across the capital structure. |
| ● | Delivering a consistent distribution rate. As of the quarter ended September 30, 2016, our annualized distribution rate on the Class A share was 5.87%1. We have paid a consistent distribution for 14 straight quarters. |
| ● | Providing total return and low volatility. The Fund continued to experience significantly lower volatility than publicly traded REIT indices1. |
Investment Philosophy and Process
As the Fund’s Advisor, Resource Real Estate has maintained a consistent approach to investing the Fund’s capital. Our investment focus remains exclusively on high quality real estate investments. Our investable universe broadly encompasses three main strategies: Traded Equity (US and international REITs), Real Estate Credit (preferred REIT equity and bonds) and Direct Real Estate (including Private Equity and Non‐traded REITs). Each investment type offers relative advantages. For instance, publicly traded REITs offer higher levels of growth and liquidity. Direct real estate offers higher levels of capital stability and attractive income. Real estate credit can offer higher security and income.
As the Advisor, our first decision is to determine the appropriate balance within the Fund among these three real estate investment strategies. We base this decision upon where we see the best relative value in the context of achieving the Fund’s strategic objectives.
Investment Environment
The second half of the Fund’s fiscal year was generally characterized by stability in the financial markets as global macro concerns regarding China and the commodities markets faded. Consistent job creation averaging 174,500 per month over the six month period was a key factor in restoring investor faith in a slow growth economic trajectory. During the same time, credit spreads on the Bank of America Merrill Lynch US High Yield Index also tightened by approximately 200 basis points (bps) as another indicator of investor confidence. Our investment thesis assumes a modest rise in interest rates towards the end of 2016 and into 2017 as excess capacity is gradually absorbed.
The US real estate markets also continued to deliver solid results over the second half of the Fund’s fiscal year. While there were exceptions, US REITs mostly reported consistent earnings growth, with net operating income for the industry up nearly 7% year over year as of September 30, 20162. As a result, after rallying by more than 10% in March, the NAREIT index generated an additional total return of over 6% during the second half of the Fund’s fiscal year.
Notwithstanding strong performance overall, some cautionary signs emerged during this time. Especially in gateway markets such as San Francisco, Los Angeles, Boston, New York and Miami, the supply of high end apartment buildings, office buildings and hotels has increased in a manner that could dampen growth in rents. For example, annual office supply growth in the Bay Area is above the national average of 1.5%, while leasing velocity and has slowed compared to 2014 and 2015 and job growth fell below 3% for the first time since 2011. Retail, especially second tier malls, also remain under pressure due to shifting consumer preferences and the shift towards online shopping.
Fund Performance
The Fund was well positioned relative to market conditions over the past six months and continued delivering on its objectives of providing attractive current income and lower volatility than the broader equity markets for its shareholders. Through the end of September 2016, the Fund has paid a consistent distribution for 14 straight quarters1, which corresponded to an annualized rate of 5.87% for the most recent quarter ended September 30, 2016. In addition, for the six months ended September 30, 2016, the Fund’s volatility (as measured by standard deviation) was 6.54% compared to 11.92% for the S&P500 and 14.18% for the NAREIT index.
The Fund had a total return of 9.76% for the second half of the fiscal year as all three of the Fund’s primary investment strategies advanced. Rising values in the Traded Equity strategy was the primary driver of performance. Private Equity funds within the Direct Real Estate Strategy and REIT Preferreds within the Real Estate Credit strategy also made material contributions to the aggregate result.
Investment Positioning
Aside from a few market hiccups driven by external factors such as Brexit4, the US real estate securities markets remained buoyant during the second half of the Fund’s fiscal year. In fact, solid second quarter earnings paired with a benevolent rates outlook drove the NAREIT to a ten year high in August.
Annual Report | September 30, 2016 | 1 |
Resource Real Estate Diversified Income Fund | Shareholder Letter |
September 30, 2016 (Unaudited)
The Fund benefitted from this strong market but also took advantage of market conditions to enhance positioning for the future. As valuations rose, we reduced the Fund’s exposure to real estate public and private equity while increasing exposure to real estate credit securities. These credit positions, such as REIT preferred securities, are more senior in the capital structure and should be less exposed to a deceleration of growth in earnings while still providing an attractive yield.
Within the public equity portfolio, we also took advantage of market conditions to exit some larger capitalization and more expensive positions in favor of smaller companies with higher yields and lower multiples to NAV. We especially sought to limit our exposure to those companies with concentrations in high end apartments and offices in gateway markets.
Finally, we remain vigilant regarding interest rates. While inflation in the US remains below 2%, there have been some nascent indications of firming in the global economy and the trend for interest rates is uncertain. We know that a sudden movement can have a dramatic impact on income oriented investments such as real estate and continue to take steps to insulate the Fund’s portfolio. In addition to reducing the portfolio’s weighting to public equities, we employ a number of strategies to hedge our exposure to interest rates such as investing in shorter tenors within our credit portfolio and buying REITs with floating rate exposure.
Our focus remains on providing current income and lower volatility by appropriately balancing our portfolio across private real estate equity, public real estate equity and real estate credit. At the same time, our commitment to thorough fundamental research enhances our security selection within each of those three strategies. In combination, we believe that our approach will allow us to continue to deliver on our key investment objectives over the course of the next year and beyond.
Thank you for being a shareholder of the Resource Real Estate Diversified Income Fund.
Sincerely,
John Snowden
Global Portfolio Manager
Resource Real Estate Diversified Income Fund
1 | Volatility for the Resource Real Estate Diversified Income Fund was 8.19% for the year ending September 30, 2016, as compared to 16.08% for the FTSE NAREIT U.S. Real Estate Index Series. |
2 | NAREIT T-Tracker Q3 2016 report |
3 | The FTSE NAREIT U.S. Real Estate Index Series (FNERTR) is designed to present investors with a comprehensive family of REIT performance indexes that spans the commercial real estate space across the U.S. economy. |
4 | Brexit is an abbreviation for "British exit," which refers to the June 23, 2016, referendum whereby British citizens voted to exit the European Union. |
To calculate the quarterly distribution, the Fund’s management will take the income received from the Fund’s portfolio, subtract expenses and divide the result by the total number of shares the Fund’s investors own. The annualized distribution represents a single distribution from the Fund and does not represent the total returns of the Fund. A portion of our distribution has been comprised of a return of capital because certain Fund investments have included preferred and common equity investments, which may include a return of capital. Distributions are not guaranteed.
Bank of America Merrill Lynch U.S. High Yield Index (H0A0) tracks the performance of U.S. dollar denominated below investment grade corporate debt publicly issued in the U.S. domestic market. One cannot directly invest in an index.
A basis point is a unit of measure that is equal to 1/100th of 1%.
Resource Real Estate Diversified Income Fund | Portfolio Update |
September 30, 2016 (Unaudited)
The Fund’s performance figures for the periods ended September 30, 2016*, compared to its benchmark:
Resource Real Estate Diversified Income Fund | 6 Month** | 1 Year | 3 Year | Since Inception | Inception |
Class A Shares – Without Load | 9.51% | 11.09% | 9.45% | 6.90% | 3/12/2013 |
Class A Shares – With Load | 2.40% | 3.89% | 7.32% | 5.13% | 3/12/2013 |
Class C Shares – Without Load | 9.00% | 10.15% | – | 6.60% | 8/1/2014 |
Class C Shares – With Load | 7.33% | 8.50% | – | 5.87% | 8/1/2014 |
Class W Shares | 9.14% | 10.46% | – | 6.57% | 11/21/2014 |
Class I Shares | 8.67% | 10.12% | – | 6.73% | 8/1/2014 |
Class U Shares – Without Load 1 | 9.51% | 10.98% | – | 4.71% | 2/12/2015 |
Class U Shares – With Load | 2.40% | 3.79% | – | 0.51% | 2/12/2015 |
Class T Shares – Without Load 2 | 9.01% | 10.05% | – | 3.81% | 2/12/2015 |
Class T Shares – With Load | 7.34% | 8.39% | – | 2.86% | 2/12/2015 |
Class D Shares3 | 9.14% | 10.35% | – | 4.17% | 2/12/2015 |
Wells Fargo® Hybrid and Preferred Securities REIT Index | 5.38% | 11.06% | 10.44% | 7.02% | 3/12/2013 |
* | Returns for periods greater than one year are annualized. |
** | Returns shown are for the period, April 1, 2016 to September 30, 2016 and include adjustments in accordance with accounting principles generally accepted in the United States of America. |
1 | Returns shown prior to 2/12/2015 are based on the returns of RREDX Class A Shares. If Class U Shares had been available during periods prior to 2/12/2015, the performance shown may have been different. |
2 | Returns shown prior to 2/12/2015 are based on the returns of CRREX Class C Shares. If Class T Shares had been available during periods prior to 2/12/2015, the performance shown may have been different. |
3 | Returns shown prior to 2/12/2015 are based on the returns of WRREX Class W Shares. If Class D Shares had been available during periods prior to 2/12/2015, the performance shown may have been different. |
The Wells Fargo® Hybrid and Preferred Securities REIT (“WHPSR”) Index is designed to track the performance of preferred securities issued in the U.S. market by real estate investment trusts. The WHPSR Index is composed exclusively of preferred shares and depositary shares. Investors cannot invest directly in an index.
Past performance is not predictive of future results. The investment return and principal value of an investment will fluctuate. An investor’s shares when redeemed, may be worth more or less than the original cost. Total return is calculated assuming reinvestment of all dividends and distributions. Performance figures for periods greater than one year are annualized. The Fund’s total annual operating expense, including underlying funds before fee waivers is 3.30% for Class A, 4.05% for Class C, 3.80% for Class W, 3.05% for Class I, 3.30% for Class U, 4.05% for Class T and 3.80% for Class D shares per the most recent Class specific prospectus filings. After fee waivers, the Fund’s total annual operating expense is 2.24% for Class A, 2.99% for Class C, 2.74% for Class W, 1.99% for Class I, 2.24% for Class U, 2.99% for Class T and 2.74% for Class D shares. Class A and Class U shares are subject to a maximum sales load of 6.50% imposed on purchases. Class T shares are subject to a maximum sales load of 1.50% imposed on purchases. For performance information current to the most recent month-end, please call toll-free 1-855-747-9559.
Annual Report | September 30, 2016 | 3 |
Resource Real Estate Diversified Income Fund | Portfolio Update |
September 30, 2016 (Unaudited)
Comparison of the Change in Value of a $10,000 Investment
Portfolio Composition as of September 30, 2016
Asset Type | Percent of Net Assets |
Real Estate Investment Trusts - Common Stocks | 82.43% |
Real Estate Investment Trusts - Preferred Stocks | 25.68% |
Bonds & Notes | 16.44% |
Private Investment Funds | 1.49% |
Common Stock | 1.00% |
Short Term Investments | 0.61% |
Purchased Options | 0.53% |
Total Investments | 128.18% |
Liabilities in Excess of Other Assets | -28.18% |
Net Assets | 100.00% |
Resource Real Estate Diversified Income Fund | Portfolio of Investments |
September 30, 2016
Principal ($) | | | | Value | |
| | BONDS & NOTES (16.44%) | | | |
| | ASSET BACKED SECURITIES (1.57%) | | | |
| 1,750,000 | | ACA CLO 2007-1, Ltd., 0.000% 06/15/2022(a)(b) | | $ | 384,324 | |
| 2,000,000 | | Z Capital Credit Partners CLO 2015-1, Ltd., 6.649% 07/16/2027(c) | | | 1,822,556 | |
| | | | | | 2,206,880 | |
| | | COMMERCIAL MORTGAGE BACKED SECURITIES (14.87%) | | | | |
| 200,000 | | Banc of America Commercial Mortgage Trust 2006-4, 5.734% 07/10/2046(c)(d) | | | 187,790 | |
| 2,160,000 | | Banc of America Commercial Mortgage Trust 2007-3, 5.723% 06/10/2017(c) | | | 2,156,744 | |
| 320,000 | | CD 2007-CD5 Mortgage Trust, 6.320% 11/15/2017(c) | | | 318,998 | |
| 32,093 | | Commercial Mortgage Trust 2005-GG5, 5.644% 04/10/2037(c)(d) | | | 32,071 | |
| 1,000,000 | | Commercial Mortgage Trust 2006-C8, 5.377% 12/10/2016 | | | 977,502 | |
| 4,100,000 | | Commercial Mortgage Trust 2007-C9, 6.007% 07/10/2017(a)(c) | | | 3,865,131 | |
| 1,445,817 | | EuroProp EMC SA 2006-4, Class A, 8.000% 04/30/2013(c)(e) | | | 1,843,421 | |
| 2,973,248 | | EuroProp EMC SA 2006-4, Class B, 8.000% 04/30/2013(c)(e) | | | 334,000 | |
| 649,218 | | EuroProp EMC SA 2006-6, Class B, 0.000% 04/30/2017(b) | | | 520,537 | |
| 2,200,000 | | Hypo Real Estate Bank International AG, 0.596% 03/20/2022(c) | | | 270,896 | |
| 1,000,000 | | JP Morgan Chase Commercial Mortgage Securities Trust 2005-LDP5, 5.735% 12/15/2044(c) | | | 994,032 | |
| 40,353 | | JP Morgan Chase Commercial Mortgage Securities Trust 2006-LDP6, 5.844% 04/15/2043(c) | | | 40,331 | |
| 2,000,000 | | JP Morgan Chase Commercial Mortgage Securities Trust 2007-CIBC20, 6.285% 09/12/2017(c) | | | 2,000,915 | |
| 3,000,000 | | JP Morgan Chase Commercial Mortgage Securities Trust 2007-LD12, 6.207% 08/15/2017(c) | �� | | 2,734,011 | |
| 300,000 | | LB-UBS Commercial Mortgage Trust 2007-C1, 5.514% 02/15/2040 | | | 299,729 | |
| 500,000 | | Morgan Stanley Capital I Trust 2006-HQ8, 5.591% 03/12/2044(c) | | | 457,072 | |
| 1,700,000 | | Morgan Stanley Capital I Trust 2007-HQ11, 5.538% 02/12/2044(c)(d) | | | 1,571,716 | |
| 2,000,000 | | Wachovia Bank Commercial Mortgage Trust 2006- C25, 6.010% 05/15/2043(c) | | | 1,995,099 | |
| 250,000 | | Wachovia Bank Commercial Mortgage Trust 2007- C31, 5.660% 04/15/2017(c) | | | 250,404 | |
| | | | | | 20,850,399 | |
| | | TOTAL BONDS & NOTES (Cost $25,748,554) | | | 23,057,279 | |
Shares | | | | | | |
| | | COMMON STOCKS (1.00%) | | | | |
| | | BUSINESS DEVELOPMENT COMPANIES (1.00%) | | | | |
| 59,315 | | Ares Capital Corp.(d) | | | 919,383 | |
| 34,583 | | New Mountain Finance Corp.(d) | | | 475,862 | |
| | | | | | 1,395,245 | |
| | | TOTAL COMMON STOCKS (Cost $1,495,590) | | | 1,395,245 | |
See Notes to Financial Statements.
Annual Report | September 30, 2016 | 5 |
Resource Real Estate Diversified Income Fund | Portfolio of Investments |
September 30, 2016
Shares | | | | Value | |
| | PREFERRED STOCKS (25.68%) | | | |
| | REAL ESTATE INVESTMENT TRUSTS (25.68%) | | | |
| 44,000 | | American Homes 4 Rent, Series E, 6.350%(d) | | $ | 1,142,240 | |
| 118,328 | | Annaly Capital Management, Inc., Series D, 7.500%(d) | | | 2,987,782 | |
| 60,000 | | Ares Management LP, Series A, 7.000%(d) | | | 1,560,000 | |
| 122,984 | | ARMOUR Residential REIT, Inc., Series B, 7.875%(d) | | | 2,858,148 | |
| 120,000 | | City Office REIT, Inc., Series A, 6.625% | | | 2,978,400 | |
| 70,953 | | Colony Capital, Inc., Series C, 7.125%(d) | | | 1,758,215 | |
| 9,820 | | Digital Realty Trust, Inc., Series H, 7.375%(d) | | | 269,952 | |
| 10,305 | | Digital Realty Trust, Inc., Series F, 6.625%(d) | | | 266,178 | |
| 132,095 | | Five Oaks Investment Corp., 8.750%(c)(d) | | | 3,135,935 | |
| 57,000 | | Gladstone Commercial Corp., Series D, 7.000%(d) | | | 1,447,230 | |
| 100,000 | | Monmouth Real Estate Investment Corp., Series C, 6.125%(d) | | | 2,585,000 | |
| 55,316 | | New York Mortgage Trust, Inc., Series C, 7.875%(d) | | | 1,301,032 | |
| 36,497 | | NorthStar Realty Finance Corp., Series D, 8.500%(d) | | | 939,433 | |
| 121,289 | | NorthStar Realty Finance Corp., Series E, 8.750% | | | 3,092,870 | |
| 20,700 | | NorthStar Realty Finance Corp., Series C, 8.875%(d) | | | 528,471 | |
| 17,464 | | Pennsylvania Real Estate Investment Trust, Series B, 7.375%(d) | | | 455,548 | |
| 10,672 | | PS Business Parks, Inc., Series S, 6.450%(d) | | | 271,602 | |
| 10,127 | | Retail Properties of America, Inc., Series A, 7.000%(d) | | | 261,783 | |
| 120,000 | | Sotherly Hotels, Inc., Series B, 8.000%(d) | | | 3,150,000 | |
| 25,000 | | STAG Industrial, Inc., Series C, 6.875%(d) | | | 673,000 | |
| 7,391 | | STAG Industrial, Inc., Series A, 9.000%(d) | | | 185,958 | |
| 34,000 | | UMH Properties, Inc., Series B, 8.000%(d) | | | 940,100 | |
| 6,173 | | Washington Prime Group, Inc., Series I, 6.875%(d) | | | 161,980 | |
| 120,000 | | Wheeler Real Estate Investment Trust, Inc., Series D, 8.750% | | | 3,060,000 | |
| | | | | | 36,010,857 | |
| | | TOTAL PREFERRED STOCKS (Cost $33,982,521) | | | 36,010,857 | |
| | | | | | | |
| | | REAL ESTATE INVESTMENT TRUSTS - COMMON STOCKS (82.43%) | | | | |
| | | PUBLIC NON-TRADED REAL ESTATE INVESTMENT TRUSTS (9.22%)(f) | | | | |
| 2,981 | | American Realty Capital Healthcare Trust II(g) | | | 65,075 | |
| 4,839 | | Cole Credit Property Trust IV, Inc.(g) | | | 44,806 | |
| 164,930 | | Cole Real Estate Income Strategy (Daily NAV), Inc., Class I | | | 3,029,761 | |
| 37,823 | | Corporate Property Associates 18 Global, Inc., Class A(g) | | | 295,395 | |
| 191,111 | | Corporate Property Associates 18 Global, Inc., Class C(g) | | | 1,496,400 | |
| 30,292 | | Dividend Capital Diversified Property Fund | | | 226,588 | |
| 446,837 | | Highlands REIT, Inc.(g) | | | 160,861 | |
| 446,837 | | InvenTrust Properties Corp.(g) | | | 1,523,715 | |
| 265,355 | | Jones Lang LaSalle Income Property Trust, Inc. | | | 2,985,239 | |
| 321,623 | | NorthStar Healthcare Income, Inc.(g) | | | 2,630,880 | |
| 37,429 | | NorthStar Real Estate Income II, Inc.(g) | | | 321,145 | |
| 14,984 | | Phillips Edison Grocery Center REIT I, Inc.(g) | | | 150,141 | |
| | | | | | 12,930,006 | |
See Notes to Financial Statements.
Resource Real Estate Diversified Income Fund | Portfolio of Investments |
September 30, 2016
Shares | | | | Value | |
| | PRIVATE REAL ESTATE INVESTMENT TRUSTS (29.70%)(f) | | | |
| 480,678 | | Charter Hall Direct VA Trust | | $ | 425,535 | |
| 4,153 | | Clarion Gables Multifamily Trust, LP | | | 4,818,807 | |
| 3,882 | | Clarion Lion Industrial Trust | | | 5,759,625 | |
| 11,362 | | Clarion Lion Properties Fund, LP | | | 15,374,139 | |
| 2,102,757 | | Clarion Ventures | | | 2,046,113 | |
| 38,601 | | Cornerstone Patriot Fund, LP | | | 4,686,509 | |
| 67,940 | | Cottonwood Residential, Inc. | | | 1,121,017 | |
| 3,000,000 | | Guggenheim US Property Private REIT | | | 3,008,801 | |
| 40,000 | | Reverse Mortgage Investment Trust, Inc.(a)(d)(g) | | | 350,000 | |
| 169 | | UBS Trumbull LP | | | 2,011,836 | |
| 191 | | UBS Trumbull Property Fund | | | 2,038,520 | |
| | | | | | 41,640,902 | |
| | | TRADED REAL ESTATE INVESTMENT TRUSTS (43.51%) | | | | |
| 216,260 | | Arlington Asset Investment Corp., Class A(d) | | | 3,198,485 | |
| 141,746 | | Blackstone Mortgage Trust, Inc., Class A(d) | | | 4,174,420 | |
| 201,734 | | CBL & Associates Properties, Inc.(d) | | | 2,449,051 | |
| 187,834 | | City Office REIT, Inc.(d) | | | 2,391,127 | |
| 55,993 | | Colony Capital, Inc., Class A(d) | | | 1,020,752 | |
| 163,700 | | Communications Sales & Leasing, Inc.(d) | | | 5,141,817 | |
| 11,261 | | Digital Realty Trust, Inc.(d) | | | 1,093,668 | |
| 30,584 | | EPR Properties, Inc.(d) | | | 2,408,184 | |
| 20,571 | | Extra Space Storage, Inc.(d) | | | 1,633,543 | |
| 261,760 | | Five Oaks Investment Corp.(d) | | | 1,486,797 | |
| 350,000 | | Global Medical REIT, Inc.(d) | | | 3,416,000 | |
| 46,667 | | Great Ajax Corp.(d) | | | 637,005 | |
| 533,623 | | Independence Realty Trust, Inc.(d) | | | 4,802,607 | |
| 145,500 | | Lexington Realty Trust(d) | | | 1,498,650 | |
| 175,000 | | MedEquities Realty Trust, Inc.(a)(f) | | | 2,056,250 | |
| 120,111 | | Medical Properties Trust, Inc.(d) | | | 1,774,040 | |
| 26,700 | | National Storage Affiliates Trust(d) | | | 559,098 | |
| 264,700 | | New Residential Investment Corp.(d) | | | 3,655,507 | |
| 191,500 | | New Senior Investment Group, Inc.(d) | | | 2,209,910 | |
| 26,920 | | Omega Healthcare Investors, Inc.(d) | | | 954,314 | |
| 160,277 | | Orchid Island Capital, Inc.(d) | | | 1,670,086 | |
| 31,199 | | Pebblebrook Hotel Trust(d) | | | 829,893 | |
| 57,242 | | RLJ Lodging Trust(d) | | | 1,203,799 | |
| 103,260 | | STAG Industrial, Inc.(d) | | | 2,530,903 | |
| 22,376 | | Ventas, Inc.(d) | | | 1,580,417 | |
| 215,328 | | Whitestone REIT(d) | | | 2,988,753 | |
| 25,197 | | WP Carey, Inc.(d) | | | 1,625,962 | |
| 163,715 | | WP Glimcher, Inc. | | | 2,026,792 | |
| | | | | | 61,017,830 | |
| | | TOTAL REAL ESTATE INVESTMENT TRUSTS - COMMON STOCKS (Cost $108,487,714) | | | 115,588,738 | |
| | | | | | | |
| | | PRIVATE INVESTMENT FUNDS (1.49%) | | | | |
| 1,967,428 | | Truman REIT(f) | | | 2,083,414 | |
| | | | | | | |
| | | TOTAL PRIVATE INVESTMENT FUNDS (Cost $1,872,428) | | | 2,083,414 | |
See Notes to Financial Statements.
Annual Report | September 30, 2016 | 7 |
Resource Real Estate Diversified Income Fund | Portfolio of Investments |
September 30, 2016
Shares | | | | Value | |
| | PURCHASED OPTIONS (0.53%) | | | |
| 6,200 | (d) | iShares U.S. Real Estate ETF(d) | | $ | 744,000 | |
| | | | | | | |
| | | TOTAL PURCHASED OPTIONS (Cost $1,051,336) | | | 744,000 | |
| | | | | | | |
| | | SHORT TERM INVESTMENTS (0.61%) | | | | |
| 858,902 | | Dreyfus Treasury Cash Management, Institutional Class, 0.21%(h) | | | 858,902 | |
| | | | | | | |
| | | TOTAL SHORT TERM INVESTMENTS (Cost $858,902) | | | 858,902 | |
| | | | | | | |
| | | TOTAL INVESTMENTS (128.18%) (Cost $173,497,045) | | $ | 179,738,435 | |
| | | | | | | |
| | | LIABILITIES IN EXCESS OF OTHER ASSETS (-28.18%) | | | (39,520,293 | )(i) |
| | | | | | | |
| | | NET ASSETS (100.00%) | | $ | 140,218,142 | |
(a) | Securities exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be sold in the ordinary course of business in transactions exempt from registration, normally to qualified institutional buyers. As of September 30, 2016, the aggregate market value of those securities was $6,655,705, representing 4.75% of net assets. |
(b) | Issued with a zero coupon. Income is recognized through the accretion of discount. |
(c) | Floating or variable rate security. The rate shown is the effective interest rate as of September 30, 2016. |
(d) | All or a portion of each of these securities may be segregated as collateral for written options and the Fund's line of credit. |
(e) | Security in default on interest payments. |
(f) | Illiquid security. See below. |
(g) | Fair Value estimated using Fair Valuation Procedures adopted by the Board of Trustees. Total value of such securities is $7,038,418, representing 5.02% of net assets. |
(h) | Money market fund; interest rate reflects seven-day effective yield on September 30, 2016. |
(i) | Includes cash which is being held as collateral for futures contracts, written options, and the Fund's line of credit. |
See Notes to Financial Statements.
Resource Real Estate Diversified Income Fund | Portfolio of Investments |
September 30, 2016
Securities determined to be illiquid under the procedures approved by the Fund's Board of Trustees.
Information related to the illiquid securities is as follows:
Date(s) of Purchase | Security | | Cost | | | Value | | | % of Net Assets | |
11/08/13 | American Realty Capital Healthcare Trust II | | $ | 55,886 | | | $ | 65,075 | | | | 0.05 | % |
04/15/14 | Charter Hall Direct VA Trust | | | 449,712 | | | | 425,535 | | | | 0.30 | % |
07/02/15-07/01/16 | Clarion Gables Multifamily Trust, LP | | | 4,500,000 | | | | 4,818,807 | | | | 3.44 | % |
01/01/14-07/01/16 | Clarion Lion Industrial Trust | | | 5,200,000 | | | | 5,759,625 | | | | 4.11 | % |
01/01/14-07/01/16 | Clarion Lion Properties Fund, LP | | | 14,050,000 | | | | 15,374,139 | | | | 10.96 | % |
07/01/16 | Clarion Ventures | | | 2,102,757 | | | | 2,046,113 | | | | 1.46 | % |
05/22/13 | Cole Credit Property Trust IV, Inc. | | | 40,489 | | | | 44,806 | | | | 0.03 | % |
04/17/14-08/14/15 | Cole Real Estate Income Strategy (Daily NAV), Inc., Class I | | 2,828,154 | | | | 3,029,761 | | | | 2.16 | % |
10/01/15-07/01/16 | Cornerstone Patriot Fund, LP | | | 4,500,000 | | | | 4,686,509 | | | | 3.34 | % |
11/05/13-05/30/14 | Corporate Property Associates 18 Global, Inc., Class A | | | 307,648 | | | | 295,395 | | | | 0.21 | % |
03/12/15 | Corporate Property Associates 18 Global, Inc., Class C | | | 1,720,000 | | | | 1,496,400 | | | | 1.07 | % |
02/24/14-07/21/14 | Cottonwood Residential, Inc. | | | 701,368 | | | | 1,121,017 | | | | 0.80 | % |
04/05/13-11/12/14 | Dividend Capital Diversified Property Fund | | | 154,016 | | | | 226,588 | | | | 0.16 | % |
09/01/16 | Guggenheim US Property Private REIT | | | 3,000,000 | | | | 3,008,801 | | | | 2.15 | % |
02/06/15 | Highlands REIT, Inc. | | | 142,639 | | | | 160,861 | | | | 0.11 | % |
02/06/15 | InvenTrust Properties Corp. | | | 1,380,078 | | | | 1,523,715 | | | | 1.09 | % |
06/09/15-08/14/15 | Jones Lang LaSalle Income Property Trust, Inc. | | | 2,748,859 | | | | 2,985,239 | | | | 2.13 | % |
09/29/16 | MedEquities Realty Trust, Inc. | | | 2,100,000 | | | | 2,056,250 | | | | 1.47 | % |
11/27/13-03/12/15 | NorthStar Healthcare Income, Inc. | | | 2,687,879 | | | | 2,630,880 | | | | 1.88 | % |
03/11/14-06/30/15 | NorthStar Real Estate Income II, Inc. | | | 297,024 | | | | 321,145 | | | | 0.23 | % |
08/07/13-11/25/13 | Phillips Edison Grocery Center REIT I, Inc. | | | 119,650 | | | | 150,141 | | | | 0.11 | % |
02/06/14-06/06/14 | Reverse Mortgage Investment Trust, Inc. | | | 576,500 | | | | 350,000 | | | | 0.25 | % |
06/24/16 | Truman REIT | | | 1,872,428 | | | | 2,083,414 | | | | 1.49 | % |
07/01/16 | UBS Trumbull LP | | | 2,000,000 | | | | 2,011,836 | | | | 1.43 | % |
01/04/16-04/01/16 | UBS Trumbull Property Fund | | | 2,000,000 | | | | 2,038,520 | | | | 1.45 | % |
| Total | | $ | 55,535,087 | | | $ | 58,710,572 | | | | 41.88 | % |
Additional information on investments in private real estate investment trusts:
Value | | Security | | Redemption Frequency | | | Redemption Notice (Days) | | | Unfunded Commitments as of September 30, 2016(a) | |
$ | 425,535 | | Charter Hall Direct VA Trust | | N/A | | | N/A | | | $ | – | |
| 4,818,807 | | Clarion Gables Multifamily Trust, LP | | Quarterly | | | 90 | | | | – | |
| 5,759,625 | | Clarion Lion Industrial Trust | | Quarterly | | | 90 | | | | 4,500,000 | |
| 15,374,139 | | Clarion Lion Properties Fund, LP | | Quarterly | | | 90 | | | | – | |
| 2,046,113 | | Clarion Ventures | | N/A | | | N/A | | | | 484,836 | |
| 4,686,509 | | Cornerstone Patriot Fund, LP | | Quarterly | | | 30 | | | | – | |
| 1,121,017 | | Cottonwood Residential, Inc. | | Daily | | | 60 | | | | – | |
| 3,008,801 | | Guggenheim US Property Private REIT | | Quarterly | | | 60 | | | | | |
| 350,000 | | Reverse Mortgage Investment Trust, Inc.(b) | | N/A | | | IPO(c) | | | | – | |
| 2,011,836 | | UBS Trumbull LP | | Quarterly | | | 60 | | | | 1,200,000 | |
| 2,038,520 | | UBS Trumbull Property Fund | | Quarterly | | | 60 | | | | 2,200,000 | |
(a) | Refer to Note 9 for additional information on unfunded commitments. |
(b) | The fair value of this investment has been estimated using the net asset value per share of the investment and adjusted for any changes in market conditions. |
(c) | Redemption eligible after the completion of the Initial Price Offering (IPO). |
See Notes to Financial Statements.
Annual Report | September 30, 2016 | 9 |
Resource Real Estate Diversified Income Fund | Portfolio of Investments |
September 30, 2016
FUTURES CONTRACTS
At September 30, 2016, the Fund had the following outstanding futures contracts:
Description | Position | | Contracts | | Expiration Date | | Notional Value | | | Unrealized Appreciation | |
Euro Foreign Exchange | | | | | | | | | | | |
Currency Future | Short | | (29) | | 12/19/16 | | $ | (4,087,913 | ) | | $ | 19,235 | |
| | | | | | | $ | (4,087,913 | ) | | $ | 19,235 | |
Schedule Of Written Options
At September 30, 2016, the Fund had the following outstanding written options:
| | Number of Contracts | | | Exercise Price | | Maturity Date | | Value | |
Call Options | | | | | | | | | | |
iShares U.S. Real Estate ETF | | (6,200) | | | $ | 86.00 | | 10/21/2016 | | $ | (12,400 | ) |
| | | | | | | | | | | | |
Put Options | | | | | | | | | | | | |
iShares U.S. Real Estate ETF | | (6,200) | | | $ | 76.00 | | 10/21/2016 | | $ | (130,200 | ) |
| | | | | | | | | | | | |
Total Written Options (Premiums $1,040,704) | | | | | | | | | | $ | (142,600 | ) |
See Notes to Financial Statements.
Resource Real Estate Diversified Income Fund | Statement of Assets and Liabilities |
September 30, 2016
ASSETS | | | |
Investments, at value (Cost $173,497,045) | | $ | 179,738,435 | |
Deposit with broker for futures contracts | | | 571,610 | |
Dividends and interest receivable | | | 1,385,793 | |
Receivable for securities sold | | | 4,137,883 | |
Receivable for fund shares sold | | | 820,856 | |
Prepaid expenses and other assets | | | 41,112 | |
Total assets | | | 186,695,689 | |
| | | | |
LIABILITIES | | | | |
Line of credit payable | | | 36,821,084 | |
Written options, at value (Proceeds $1,040,704) | | | 142,600 | |
Variation margin | | | 9,063 | |
Payable to custodian | | | 783,296 | |
Payable for investments purchased | | | 7,454,785 | |
Payable due to adviser | | | 76,073 | |
Administration fees payable | | | 15,279 | |
Custody fees payable | | | 9,821 | |
Distribution fees payable | | | 21,803 | |
Distribution due to shareholders | | | 907,583 | |
Shareholder servicing fees payable | | | 55,942 | |
Dealer manager fees payable | | | 14,392 | |
Payable for transfer agency fees | | | 31,338 | |
Accrued expenses and other liabilities | | | 134,488 | |
Total liabilities | | | 46,477,547 | |
NET ASSETS | | $ | 140,218,142 | |
| | | | |
NET ASSETS CONSISTS OF | | | | |
Paid‐in capital | | $ | 132,847,758 | |
Accumulated net realized gain | | | 211,580 | |
Net unrealized appreciation | | | 7,158,804 | |
NET ASSETS | | $ | 140,218,142 | |
Commitments and Contingencies (Note 9)
See Notes to Financial Statements.
Annual Report | September 30, 2016 | 11 |
Resource Real Estate Diversified Income Fund | Statement of Assets and Liabilities |
September 30, 2016
PRICING OF SHARES | | | |
Class A | | | |
Net Assets | | $ | 61,469,674 | |
Shares of beneficial interest outstanding (unlimited number of shares, no par value common stock authorized) | | | 5,993,155 | |
Net Asset Value and redemption price per share(a) | | $ | 10.26 | |
Maximum Offering Price Per Share (Maximum Sales Charge of 6.50%) | | $ | 10.97 | |
Class C | | | | |
Net Assets | | $ | 33,114,355 | |
Shares of beneficial interest outstanding (unlimited number of shares, no par value common stock authorized) | | | 3,230,110 | |
Net Asset Value and redemption price per share(a) | | $ | 10.25 | |
Maximum Offering Price Per Share (Maximum Sales Charge of 1.50%) | | $ | 10.41 | |
Class W | | | | |
Net Assets | | $ | 31,075,895 | |
Shares of beneficial interest outstanding (unlimited number of shares, no par value common stock authorized) | | | 2,984,435 | |
Net Asset Value, offering and redemption price per share | | $ | 10.41 | |
Class I | | | | |
Net Assets | | $ | 21 | |
Shares of beneficial interest outstanding (unlimited number of shares, no par value common stock authorized) | | | 2 | |
Net Asset Value, offering and redemption price per share | | $ | 10.74 | (b) |
Class U | | | | |
Net Assets | | $ | 5,766,288 | |
Shares of beneficial interest outstanding (unlimited number of shares, no par value common stock authorized) | | | 561,917 | |
Net Asset Value and redemption price per share(a) | | $ | 10.26 | |
Maximum Offering Price Per Share (Maximum Sales Charge of 6.50%) | | $ | 10.97 | |
Class T | | | | |
Net Assets | | $ | 3,187,195 | |
Shares of beneficial interest outstanding (unlimited number of shares, no par value common stock authorized) | | | 311,412 | |
Net Asset Value and redemption price per share(a) | | $ | 10.23 | |
Maximum Offering Price Per Share (Maximum Sales Charge of 1.50%) | | $ | 10.39 | |
Class D | | | | |
Net Assets | | $ | 5,604,714 | |
Shares of beneficial interest outstanding (unlimited number of shares, no par value common stock authorized) | | | 538,151 | |
Net Asset Value, offering and redemption price per share | | $ | 10.41 | |
(a) | Redemption price varies based on length of time held (Note 1). |
(b) | Net asset value per share does not recalculate due to fractional shares not presented and rounding. |
See Notes to Financial Statements.
Resource Real Estate Diversified Income Fund | Statement of Operations |
For the Year Ended September 30, 2016
INVESTMENT INCOME | | | |
Dividends | | $ | 4,419,813 | |
Interest | | | 1,303,912 | |
Total investment income | | | 5,723,725 | |
EXPENSES | | | | |
Investment advisory fees (Note 3) | | | 1,196,758 | |
Administrative fees (Note 3) | | | 159,816 | |
Distribution fees (Note 3): | | | | |
Class C | | | 168,685 | |
Class T | | | 11,619 | |
Shareholder servicing fees (Note 3): | | | | |
Class A | | | 117,140 | |
Class C | | | 56,229 | |
Class W | | | 48,126 | |
Class U | | | 3,958 | |
Class T | | | 3,873 | |
Class D | | | 10,026 | |
Dealer manager fees (Note 3): | | | | |
Class W | | | 96,245 | |
Class D | | | 20,051 | |
Interest expense | | | 384,393 | |
Transfer agent fees (Note 3) | | | 215,987 | |
Audit fees | | | 25,000 | |
Legal fees | | | 47,682 | |
Printing expense | | | 108,607 | |
Registration fees | | | 98,661 | |
Custody fees | | | 41,334 | |
Trustee fees and expenses (Note 3) | | | 44,969 | |
Other expenses | | | 101,118 | |
Total expenses | | | 2,960,277 | |
Less fees waived/expenses reimbursed by investment adviser (Note 3) | | | (374,046 | ) |
Total net expenses | | | 2,586,231 | |
NET INVESTMENT INCOME | | | 3,137,494 | |
REALIZED AND UNREALIZED GAIN/(LOSS) ON INVESTMENTS | | | | |
Net realized loss on investments | | | (3,069 | ) |
Net realized loss on futures contracts | | | (29,572 | ) |
Net realized gain on foreign currency transactions | | | 68,447 | |
Net change in unrealized appreciation on investments | | | 7,099,652 | |
Net change in unrealized depreciation on futures contracts | | | (5,649 | ) |
Net change in unrealized appreciation on written options | | | 898,104 | |
Net change in unrealized depreciation on translation of assets and liabilities in foreign currencies | | | (181 | ) |
NET REALIZED AND UNREALIZED GAIN ON INVESTMENTS, FUTURES CONTRACTS AND FOREIGN CURRENCY TRANSACTIONS | | | 8,027,732 | |
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS | | $ | 11,165,226 | |
See Notes to Financial Statements.
Annual Report | September 30, 2016 | 13 |
Resource Real Estate Diversified Income Fund | Statements of Changes in Net Assets |
| | For the Year Ended September 30, 2016 | | | For the Period Ended September 30, 2015(a) | | | For the Year Ended February 28, 2015(b) | |
OPERATIONS | | | | | | | | | |
Net investment income | | $ | 3,137,494 | | | $ | 993,903 | | | $ | 528,363 | |
Net realized gain | | | 35,806 | | | | 224,084 | | | | 112,695 | |
Net change in unrealized appreciation/(depreciation) | | | 7,991,926 | | | | (2,586,455 | ) | | | 1,663,069 | |
Net increase/(decrease) in net assets resulting from operations | | $ | 11,165,226 | | | $ | (1,368,468 | ) | | $ | 2,304,127 | |
| | | | | | | | | | | | |
DISTRIBUTIONS TO SHAREHOLDERS | | | | | | | | | | | | |
From investment income: | | | | | | | | | | | | |
Class A | | | (1,509,210 | ) | | | (532,818 | ) | | | (681,335 | ) |
Class C | | | (658,437 | ) | | | (127,483 | ) | | | (34,341 | ) |
Class W | | | (601,298 | ) | | | (86,896 | ) | | | – | |
Class I | | | – | | | | (178 | ) | | | – | |
Class U | | | (70,780 | ) | | | (247 | ) | | | – | |
Class T | | | (50,499 | ) | | | (1,218 | ) | | | – | |
Class D | | | (121,430 | ) | | | (8,622 | ) | | | – | |
From realized gains on investments: | | | | | | | | | | | | |
Class A | | | – | | | | (116,405 | ) | | | (111,045 | ) |
Class C | | | – | | | | (41,653 | ) | | | (5,597 | ) |
Class W | | | – | | | | (34,900 | ) | | | – | |
Class I | | | – | | | | (145 | ) | | | – | |
Class U | | | – | | | | (193 | ) | | | – | |
Class T | | | – | | | | (1,405 | ) | | | – | |
Class D | | | – | | | | (6,554 | ) | | | – | |
From return of capital: | | | | | | | | | | | | |
Class A | | | (1,517,924 | ) | | | (840,103 | ) | | | (106,091 | ) |
Class C | | | (662,238 | ) | | | (218,427 | ) | | | (5,347 | ) |
Class W | | | (604,770 | ) | | | (157,913 | ) | | | – | |
Class I | | | (1 | ) | | | (418 | ) | | | – | |
Class U | | | (71,188 | ) | | | (568 | ) | | | – | |
Class T | | | (50,790 | ) | | | (3,394 | ) | | | – | |
Class D | | | (122,132 | ) | | | (19,567 | ) | | | – | |
Net decrease in net assets from distributions | | | (6,040,697 | ) | | | (2,199,107 | ) | | | (943,756 | ) |
See Notes to Financial Statements.
Resource Real Estate Diversified Income Fund | Statements of Changes in Net Assets (continued) |
| | For the Year Ended September 30, 2016 | | | For the Period Ended September 30, 2015(a) | | | For the Year Ended February 28, 2015(b) | |
CAPITAL SHARE TRANSACTIONS | | | | | | | | | |
Class A | | | | | | | | | |
Proceeds from sales of shares | | | 24,246,411 | | | | 11,798,656 | | | | 22,459,088 | |
Distributions reinvested | | | 1,531,196 | | | | 701,023 | | | | 357,128 | |
Cost of shares redeemed | | | (4,085,281 | ) | | | (620,522 | ) | | | (1,063,753 | ) |
Net increase from capital shares transactions | | | 21,692,326 | | | | 11,879,157 | | | | 21,752,463 | |
| | | | | | | | | | | | |
Class C | | | | | | | | | | | | |
Proceeds from sales of shares | | | 19,427,546 | | | | 10,162,184 | | | | 3,857,659 | |
Distributions reinvested | | | 887,888 | | | | 282,757 | | | | 32,425 | |
Cost of shares redeemed | | | (1,893,250 | ) | | | (64,440 | ) | | | (261,196 | ) |
Net increase from capital shares transactions | | | 18,422,184 | | | | 10,380,501 | | | | 3,628,888 | |
| | | | | | | | | | | | |
Class W | | | | | | | | | | | | |
Proceeds from sales of shares | | | 22,518,683 | | | | 10,610,794 | | | | 1,209,498 | |
Distributions reinvested | | | 552,421 | | | | 111,946 | | | | – | |
Cost of shares redeemed | | | (4,368,496 | ) | | | (12,187 | ) | | | – | |
Net increase from capital shares transactions | | | 18,702,608 | | | | 10,710,553 | | | | 1,209,498 | |
| | | | | | | | | | | | |
Class I | | | | | | | | | | | | |
Proceeds from sales of shares | | | – | | | | 50,000 | | | | 20 | |
Distributions reinvested | | | – | | | | 741 | | | | – | |
Cost of shares redeemed | | | (49,324 | ) | | | – | | | | – | |
Net increase/(decrease) from capital shares transactions | | | (49,324 | ) | | | 50,741 | | | | 20 | |
| | | | | | | | | | | | |
Class U | | | | | | | | | | | | |
Proceeds from sales of shares | | | 5,539,265 | | | | 60,795 | | | | 2,500 | |
Distributions reinvested | | | 54,034 | | | | – | | | | – | |
Cost of shares redeemed | | | (10,180 | ) | | | – | | | | – | |
Net increase from capital shares transactions | | | 5,583,119 | | | | 60,795 | | | | 2,500 | |
| | | | | | | | | | | | |
Class T | | | | | | | | | | | | |
Proceeds from sales of shares | | | 2,599,685 | | | | 454,829 | | | | 2,500 | |
Distributions reinvested | | | 30,599 | | | | 1,389 | | | | – | |
Net increase from capital shares transactions | | | 2,630,284 | | | | 456,218 | | | | 2,500 | |
| | | | | | | | | | | | |
Class D | | | | | | | | | | | | |
Proceeds from sales of shares | | | 3,072,558 | | | | 2,171,457 | | | | 2,500 | |
Distributions reinvested | | | 125,740 | | | | 20,583 | | | | – | |
Cost of shares redeemed | | | (30,003 | ) | | | – | | | | – | |
Net increase from capital shares transactions | | | 3,168,295 | | | | 2,192,040 | | | | 2,500 | |
| | | | | | | | | | | | |
Net increase in net assets | | | 75,274,021 | | | | 32,162,430 | | | | 27,958,740 | |
| | | | | | | | | | | | |
NET ASSETS | | | | | | | | | | | | |
Beginning of period | | | 64,944,121 | | | | 32,781,691 | | | | 4,822,951 | |
End of period* | | $ | 140,218,142 | | | $ | 64,944,121 | | | $ | 32,781,691 | |
| | | | | | | | | | | | |
*Including accumulated net investment income of: | | $ | – | | | $ | – | | | $ | – | |
See Notes to Financial Statements.
Annual Report | September 30, 2016 | 15 |
Resource Real Estate Diversified Income Fund | Statements of Changes in Net Assets (continued) |
| | For the Year Ended September 30, 2016 | | | For the Period Ended September 30, 2015(a) | | | For the Year Ended February 28, 2015(b) | |
OTHER INFORMATION | | | | | | | | | |
Capital Shares Transactions | | | | | | | | | |
Class A | | | | | | | | | |
Issued | | | 2,442,421 | | | | 1,155,322 | | | | 2,218,819 | |
Distributions reinvested | | | 154,823 | | | | 70,208 | | | | 35,636 | |
Redeemed | | | (415,226 | ) | | | (60,300 | ) | | | (103,394 | ) |
Net increase in capital shares | | | 2,182,018 | | | | 1,165,230 | | | | 2,151,061 | |
| | | | | | | | | | | | |
Class C | | | | | | | | | | | | |
Issued | | | 1,963,693 | | | | 992,068 | | | | 377,181 | |
Distributions reinvested | | | 89,798 | | | | 28,471 | | | | 3,207 | |
Redeemed | | | (193,223 | ) | | | (6,233 | ) | | | (24,852 | ) |
Net increase in capital shares | | | 1,860,268 | | | | 1,014,306 | | | | 355,536 | |
| | | | | | | | | | | | |
Class W | | | | | | | | | | | | |
Issued | | | 2,238,396 | | | | 1,023,118 | | | | 113,580 | |
Distributions reinvested | | | 54,815 | | | | 11,153 | | | | – | |
Redeemed | | | (455,467 | ) | | | (1,160 | ) | | | – | |
Net increase in capital shares | | | 1,837,744 | | | | 1,033,111 | | | | 113,580 | |
| | | | | | | | | | | | |
Class I | | | | | | | | | | | | |
Issued | | | – | | | | 4,677 | | | | 2 | |
Distributions reinvested | | | – | | | | 72 | | | | – | |
Redeemed | | | (4,749 | ) | | | – | | | | – | |
Net increase/(decrease) in capital shares | | | (4,749 | ) | | | 4,749 | | | | 2 | |
| | | | | | | | | | | | |
Class U | | | | | | | | | | | | |
Issued | | | 551,293 | | | | 6,007 | | | | 237 | |
Distributions reinvested | | | 5,375 | | | | – | | | | – | |
Redeemed | | | (995 | ) | | | – | | | | – | |
Net increase in capital shares | | | 555,673 | | | | 6,007 | | | | 237 | |
| | | | | | | | | | | | |
Class T | | | | | | | | | | | | |
Issued | | | 262,716 | | | | 45,253 | | | | 237 | |
Distributions reinvested | | | 3,063 | | | | 143 | | | | – | |
Net increase in capital shares | | | 265,779 | | | | 45,396 | | | | 237 | |
| | | | | | | | | | | | |
Class D | | | | | | | | | | | | |
Issued | | | 314,877 | | | | 211,499 | | | | 233 | |
Distributions reinvested | | | 12,527 | | | | 2,073 | | | | – | |
Redeemed | | | (3,058 | ) | | | – | | | | – | |
Net increase in capital shares | | | 324,346 | | | | 213,572 | | | | 233 | |
(a) | With the approval of the Board, effective September 30, 2015, the Fund's fiscal year end was changed from February 28 to September 30 (See Note 1). |
(b) | The Resource Real Estate Diversified Income Fund Class C and Class I commenced operations on August 1, 2014. Class W commenced operations on November 24, 2014. Class D, Class T and Class U commenced operations on February 13, 2015. |
See Notes to Financial Statements.
Resource Real Estate Diversified Income Fund | Statements of Cash Flows |
| | For the Year Ended September 30, 2016 | |
Cash Flow from Operating Activities: | | | |
Net increase in net assets resulting from operations | | $ | 11,165,226 | |
Adjustments to reconcile net increase in net assets resulting from operations to net cash provided by / (used in) operating activities: | | | | |
Purchase of investment securities | | | (114,544,239 | ) |
Proceeds from sale of investment securities | | | 22,990,470 | |
Purchase of option contracts | | | (1,051,336 | ) |
Premiums received from written options transactions | | | 1,040,704 | |
Net (purchase) proceeds from short‐term investment securities | | | (749,539 | ) |
Amortization of premium and accretion of discount on investments | | | (224,889 | ) |
Net realized (gain)/loss on: | | | | |
Investments | | | 3,069 | |
Net change in unrealized (appreciation)/depreciation on: | | | | |
Investments | | | (7,099,652 | ) |
Written options | | | (898,104 | ) |
(Increase)/Decrease in assets: | | | | |
Deposit with broker for futures contracts | | | (40,411 | ) |
Dividends and interest receivable | | | (665,536 | ) |
Variation margin receivable | | | 43,013 | |
Prepaid expenses and other assets | | | 1,779 | |
Increase/(Decrease) in liabilities: | | | | |
Payable to custodian | | | 783,296 | |
Variation margin payable | | | 9,063 | |
Dealer manager fees payable | | | 9,084 | |
Shareholder servicing fees payable | | | 28,346 | |
Distribution fees payable | | | 13,647 | |
Payable due to advisor | | | 75,845 | |
Administration fees payable | | | 1,994 | |
Custody fees payable | | | 7,496 | |
Payable for trustee fees and expenses | | | (277 | ) |
Payable for transfer agency fees | | | 21,330 | |
Accrued expenses and other liabilities | | | 35,771 | |
Net cash provided by / (used in) operating activities | | | (89,043,850 | ) |
| | | | |
Cash Flows from Financing Activities: | | | | |
Cash provided by loan: | | | 24,448,025 | |
Proceeds from sale of shares | | | 76,977,787 | |
Cost of shares redeemed | | | (10,436,534 | ) |
Cash distributions paid | | | (2,397,841 | ) |
Net cash provided by /(used in) financing activities | | | 88,591,437 | |
| | | | |
Net Change in Cash & Foreign Rates On Cash & Foreign Currency | | | (452,413 | ) |
Cash & Foreign Currency, Beginning of Period | | | 452,413 | |
Cash & Foreign Currency, End of Period | | | – | |
| | | | |
Non‐cash financing activities not included herein consist of reinvestment of distributions of: | | $ | 3,181,877 | |
Cash paid for interest on loan during the period was: | | $ | 387,319 | |
See Notes to Financial Statements.
Annual Report | September 30, 2016 | 17 |
Resource Real Estate Diversified Income Fund – Class A | Financial Highlights |
For a Share Outstanding Throughout the Periods Presented
| | Year Ended September 30, 2016 | | | For the Period Ended September 30, 2015(a) | | | Year Ended February 28, 2015 | | | For the Period Ended February 28, 2014(b) | |
NET ASSET VALUE, BEGINNING OF PERIOD | | $ | 9.81 | | | $ | 10.52 | | | $ | 9.75 | | | $ | 10.00 | |
| | | | | | | | | | | | | | | | |
INCOME FROM INVESTMENT OPERATIONS | | | | | | | | | | | | | | | | |
Net investment income(c)(d) | | | 0.34 | | | | 0.21 | | | | 0.33 | | | | 0.24 | |
Net realized and unrealized gain/(loss) on investments | | | 0.71 | | | | (0.47 | ) | | | 1.05 | | | | (0.06 | ) |
Total income/(loss) from investment operations | | | 1.05 | | | | (0.26 | ) | | | 1.38 | | | | 0.18 | |
| | | | | | | | | | | | | | | | |
DISTRIBUTIONS TO SHAREHOLDERS | | | | | | | | | | | | | | | | |
From net investment income | | | (0.32 | ) | | | (0.17 | ) | | | (0.48 | ) | | | (0.39 | ) |
From net realized gain on investments | | | – | | | | (0.03 | ) | | | (0.05 | ) | | | (0.00 | )(e) |
From return of capital | | | (0.28 | ) | | | (0.25 | ) | | | (0.08 | ) | | | (0.04 | ) |
Total distributions | | | (0.60 | ) | | | (0.45 | ) | | | (0.61 | ) | | | (0.43 | ) |
INCREASE/DECREASE IN NET ASSET VALUE | | | 0.45 | | | | (0.71 | ) | | | 0.77 | | | | (0.25 | ) |
NET ASSET VALUE, END OF PERIOD | | $ | 10.26 | | | $ | 9.81 | | | $ | 10.52 | | | $ | 9.75 | |
| | | | | | | | | | | | | | | | |
TOTAL RETURN(f) | | | 11.09 | % | | | (2.50 | )%(g) | | | 14.70 | % | | | 2.03 | % |
| | | | | | | | | | | | | | | | |
RATIOS AND SUPPLEMENTAL DATA | | | | | | | | | | | | | | | | |
Net assets, end of period (in 000s) | | $ | 61,470 | | | $ | 37,399 | | | $ | 27,830 | | | $ | 4,823 | |
| | | | | | | | | | | | | | | | |
RATIOS TO AVERAGE NET ASSETS | | | | | | | | | | | | | | | | |
Including interest expense:(h) | | | | | | | | | | | | | | | | |
Expenses, gross | | | 2.78 | % | | | 3.30 | %(i) | | | 4.81 | % | | | 24.79 | %(i) |
Expenses, net of fees waived/expenses reimbursed by investment adviser | | | 2.39 | % | | | 2.24 | %(i) | | | 2.29 | % | | | 2.32 | %(i) |
Excluding interest expense:(h) | | | | | | | | | | | | | | | | |
Expenses, gross | | | 2.38 | % | | | 3.05 | %(i) | | | 4.51 | % | | | 24.46 | %(i) |
Expenses, net of fees waived/expenses reimbursed by investment adviser | | | 1.99 | % | | | 1.99 | %(i) | | | 1.99 | % | | | 1.99 | %(i) |
Net investment income(d) | | | 3.47 | % | | | 3.57 | %(i) | | | 3.21 | % | | | 2.54 | %(i) |
| | | | | | | | | | | | | | | | |
PORTFOLIO TURNOVER RATE | | | 21 | % | | | 5 | %(j) | | | 91 | % | | | 4 | %(j) |
(a) | With the approval of the Board, effective September 30, 2015, the Fund's fiscal year end was changed from February 28 to September 30 (See Note 1). |
(b) | The Fund's Class A commenced operations on March 12, 2013. |
(c) | Per share numbers have been calculated using the average shares method. |
(d) | Recognition of net investment income is affected by timing and declaration of dividends by underlying investment companies. |
(e) | Amount is less than $(0.005). |
(f) | Total returns shown are historical in nature and assume changes in share price, reinvestment of dividends and capital gains distribution, if any. Had the Adviser not absorbed a portion of Fund expenses, total returns would have been lower. Total returns for periods less than one year are not annualized. Returns shown exclude applicable sales charges. |
(g) | Includes adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net asset values for financial reporting purposes and the returns based upon those net asset values may differ from net asset values and returns for shareholder transactions. |
(h) | Ratios do not include expenses of underlying investment companies in which the Fund invests. |
See Notes to Financial Statements.
Resource Real Estate Diversified Income Fund – Class C | Financial Highlights |
For a Share Outstanding Throughout the Periods Presented
| | Year Ended September 30, 2016 | | | For the Period Ended September 30, 2015(a) | | | For the Period Ended February 28, 2015(b) | |
NET ASSET VALUE, BEGINNING OF PERIOD | | $ | 9.81 | | | $ | 10.50 | | | $ | 10.06 | |
| | | | | | | | | | | | |
INCOME FROM INVESTMENT OPERATIONS | | | | | | | | | | | | |
Net investment income(c)(d) | | | 0.28 | | | | 0.18 | | | | 0.14 | |
Net realized and unrealized gain/(loss) on investments | | | 0.68 | | | | (0.48 | ) | | | 0.58 | |
Total income/(loss) from investment operations | | | 0.96 | | | | (0.30 | ) | �� | | 0.72 | |
| | | | | | | | | | | | |
DISTRIBUTIONS TO SHAREHOLDERS | | | | | | | | | | | | |
From net investment income | | | (0.27 | ) | | | (0.14 | ) | | | (0.20 | ) |
From net realized gain on investments | | | – | | | | (0.03 | ) | | | (0.05 | ) |
From return of capital | | | (0.25 | ) | | | (0.22 | ) | | | (0.03 | ) |
Total distributions | | | (0.52 | ) | | | (0.39 | ) | | | (0.28 | ) |
INCREASE/DECREASE IN NET ASSET VALUE | | | 0.44 | | | | (0.69 | ) | | | 0.44 | |
NET ASSET VALUE, END OF PERIOD | | $ | 10.25 | | | $ | 9.81 | | | $ | 10.50 | |
| | | | | | | | | | | | |
TOTAL RETURN(e) | | | 10.15 | % | | | (2.86 | )%(f) | | | 7.33 | % |
| | | | | | | | | | | | |
RATIOS AND SUPPLEMENTAL DATA | | | | | | | | | | | | |
Net assets, end of period (in 000s) | | $ | 33,114 | | | $ | 13,436 | | | $ | 3,732 | |
| | | | | | | | | | | | |
RATIOS TO AVERAGE NET ASSETS | | | | | | | | | | | | |
Including interest expense:(g) | | | | | | | | | | | | |
Expenses, gross | | | 3.53 | % | | | 4.04 | %(h) | | | 6.37 | %(h) |
Expenses, net of fees waived/expenses reimbursed by investment adviser | | | 3.14 | % | | | 2.99 | %(h) | | | 3.04 | %(h) |
Excluding interest expense:(g) | | | | | | | | | | | | |
Expenses, gross | | | 3.13 | % | | | 3.79 | %(h) | | | 6.07 | %(h) |
Expenses, net of fees waived/expenses reimbursed by investment adviser | | | 2.74 | % | | | 2.74 | %(h) | | | 2.74 | %(h) |
Net investment income(d) | | | 2.87 | % | | | 2.97 | %(h) | | | 2.34 | %(h) |
| | | | | | | | | | | | |
PORTFOLIO TURNOVER RATE | | | 21 | % | | | 5 | %(i) | | | 91 | %(i) |
(a) | With the approval of the Board, effective September 30, 2015, the Fund's fiscal year end was changed from February 28 to September 30 (See Note 1). |
(b) | The Fund's Class C commenced operations on August 1, 2014. |
(c) | Per share numbers have been calculated using the average shares method. |
(d) | Recognition of net investment income is affected by timing and declaration of dividends by underlying investment companies. |
(e) | Total returns shown are historical in nature and assume changes in share price, reinvestment of dividends and capital gains distribution, if any. Had the Adviser not absorbed a portion of Fund expenses, total returns would have been lower. Total returns for periods less than one year are not annualized. Returns shown exclude applicable sales charges. |
(f) | Includes adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net asset values for financial reporting purposes and the returns based upon those net asset values may differ from net asset values and returns for shareholder transactions. |
(g) | Ratios do not include expenses of underlying investment companies in which the Fund invests. |
See Notes to Financial Statements.
Annual Report | September 30, 2016 | 19 |
Resource Real Estate Diversified Income Fund – Class W | Financial Highlights |
For a Share Outstanding Throughout the Periods Presented
| | Year Ended September 30, 2016 | | | For the Period Ended September 30, 2015(a) | | | For the Period Ended February 28, 2015(b) | |
NET ASSET VALUE, BEGINNING OF PERIOD | | $ | 9.96 | | | $ | 10.67 | | | $ | 10.18 | |
| | | | | | | | | | | | |
INCOME FROM INVESTMENT OPERATIONS | | | | | | | | | | | | |
Net investment income(c)(d) | | | 0.32 | | | | 0.20 | | | | 0.03 | |
Net realized and unrealized gain/(loss) on investments | | | 0.69 | | | | (0.49 | ) | | | 0.46 | |
Total income/(loss) from investment operations | | | 1.01 | | | | (0.29 | ) | | | 0.49 | |
| | | | | | | | | | | | |
DISTRIBUTIONS TO SHAREHOLDERS | | | | | | | | | | | | |
From net investment income | | | (0.30 | ) | | | (0.15 | ) | | | – | |
From net realized gain on investments | | | – | | | | (0.03 | ) | | | – | |
From return of capital | | | (0.26 | ) | | | (0.24 | ) | | | – | |
Total distributions | | | (0.56 | ) | | | (0.42 | ) | | | – | |
INCREASE/DECREASE IN NET ASSET VALUE | | | 0.45 | | | | (0.71 | ) | | | 0.49 | |
NET ASSET VALUE, END OF PERIOD | | $ | 10.41 | | | $ | 9.96 | | | $ | 10.67 | |
| | | | | | | | | | | | |
TOTAL RETURN(e) | | | 10.46 | % | | | (2.79 | )%(f) | | | 4.81 | %(f) |
| | | | | | | | | | | | |
RATIOS AND SUPPLEMENTAL DATA | | | | | | | | | | | | |
Net assets, end of period (in 000s) | | $ | 31,076 | | | $ | 11,421 | | | $ | 1,211 | |
| | | | | | | | | | | | |
RATIOS TO AVERAGE NET ASSETS | | | | | | | | | | | | |
Including interest expense:(g) | | | | | | | | | | | | |
Expenses, gross | | | 3.30 | % | | | 3.78 | %(h) | | | 11.30 | %(h) |
Expenses, net of fees waived/expenses reimbursed by investment adviser | | | 2.89 | % | | | 2.74 | %(h) | | | 2.79 | %(h) |
Excluding interest expense:(g) | | | | | | | | | | | | |
Expenses, gross | | | 2.90 | % | | | 3.53 | %(h) | | | 11.00 | %(h) |
Expenses, net of fees waived/expenses reimbursed by investment adviser | | | 2.49 | % | | | 2.49 | %(h) | | | 2.49 | %(h) |
Net investment income(d) | | | 3.17 | % | | | 3.28 | %(h) | | | 1.31 | %(h) |
| | | | | | | | | | | | |
PORTFOLIO TURNOVER RATE | | | 21 | % | | | 5 | %(i) | | | 91 | %(i) |
(a) | With the approval of the Board, effective September 30, 2015, the Fund's fiscal year end was changed from February 28 to September 30 (See Note 1). |
(b) | The Fund's Class W commenced operations on November 24, 2014. |
(c) | Per share numbers have been calculated using the average shares method. |
(d) | Recognition of net investment income is affected by timing and declaration of dividends by underlying investment companies. |
(e) | Total returns shown are historical in nature and assume changes in share price, reinvestment of dividends and capital gains distribution, if any. Had the Adviser not absorbed a portion of Fund expenses, total returns would have been lower. Total returns for periods less than one year are not annualized. |
(f) | Includes adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net asset values for financial reporting purposes and the returns based upon those net asset values may differ from net asset values and returns for shareholder transactions. |
(g) | Ratios do not include expenses of underlying investment companies in which the Fund invests. |
See Notes to Financial Statements.
Resource Real Estate Diversified Income Fund – Class I | Financial Highlights |
For a Share Outstanding Throughout the Periods Presented
| | Year Ended September 30, 2016 | | | For the Period Ended September 30, 2015(a) | | | For the Period Ended February 28, 2015(b) | |
NET ASSET VALUE, BEGINNING OF PERIOD | | $ | 10.36 | | | $ | 10.79 | | | $ | 10.06 | |
| | | | | | | | | | | | |
INCOME FROM INVESTMENT OPERATIONS | | | | | | | | | | | | |
Net investment income(c)(d) | | | 0.04 | | | | 0.27 | | | | 0.14 | |
Net realized and unrealized gain/(loss) on investments | | | 0.97 | | | | (0.54 | ) | | | 0.59 | |
Total income/(loss) from investment operations | | | 1.01 | | | | (0.27 | ) | | | 0.73 | |
| | | | | | | | | | | | |
DISTRIBUTIONS TO SHAREHOLDERS | | | | | | | | | | | | |
From net investment income | | | (0.33 | ) | | | (0.04 | ) | | | – | |
From net realized gain on investments | | | – | | | | (0.03 | ) | | | – | |
From return of capital | | | (0.30 | ) | | | (0.09 | ) | | | – | |
Total distributions | | | (0.63 | ) | | | (0.16 | ) | | | – | |
INCREASE/DECREASE IN NET ASSET VALUE | | | 0.38 | | | | (0.43 | ) | | | 0.73 | |
NET ASSET VALUE, END OF PERIOD | | $ | 10.74 | | | $ | 10.36 | | | $ | 10.79 | |
| | | | | | | | | | | | |
TOTAL RETURN(e) | | | 10.12 | % | | | (2.51 | )%(f) | | | 7.26 | % |
| | | | | | | | | | | | |
RATIOS AND SUPPLEMENTAL DATA | | | | | | | | | | | | |
Net assets, end of period (in 000s) | | $ | 0 | (g) | | $ | 49 | | | $ | 0 | (g) |
| | | | | | | | | | | | |
RATIOS TO AVERAGE NET ASSETS | | | | | | | | | | | | |
Including interest expense:(h) | | | | | | | | | | | | |
Expenses, gross | | | 2.49 | % | | | 2.96 | %(i) | | | 3.94 | %(i) |
Expenses, net of fees waived/expenses reimbursed by investment adviser | | | 2.14 | % | | | 1.99 | %(i) | | | 2.08 | %(i) |
Excluding interest expense:(h) | | | | | | | | | | | | |
Expenses, gross | | | 2.09 | % | | | 2.71 | %(i) | | | 3.60 | %(i) |
Expenses, net of fees waived/expenses reimbursed by investment adviser | | | 1.74 | % | | | 1.74 | %(i) | | | 1.74 | %(i) |
Net investment income(d) | | | 0.36 | % | | | 4.46 | %(i) | | | 2.36 | %(i) |
| | | | | | | | | | | | |
PORTFOLIO TURNOVER RATE | | | 21 | % | | | 5 | %(j) | | | 91 | %(j) |
(a) | With the approval of the Board, effective September 30, 2015, the Fund's fiscal year end was changed from February 28 to September 30 (See Note 1). |
(b) | The Fund's Class I commenced operations on August 1, 2014. |
(c) | Per share numbers have been calculated using the average shares method. |
(d) | Recognition of net investment income is affected by timing and declaration of dividends by underlying investment companies. |
(e) | Total returns shown are historical in nature and assume changes in share price, reinvestment of dividends and capital gains distribution, if any. Had the Adviser not absorbed a portion of Fund expenses, total returns would have been lower. Total returns for periods less than one year are not annualized. |
(f) | Includes adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net asset values for financial reporting purposes and the returns based upon those net asset values may differ from net asset values and returns for shareholder transactions. |
(g) | Amount less than $500. See Statement of Assets and Liabilities for actual net assets. |
(h) | Ratios do not include expenses of underlying investment companies in which the Fund invests. |
See Notes to Financial Statements.
Annual Report | September 30, 2016 | 21 |
Resource Real Estate Diversified Income Fund – Class U | Financial Highlights |
For a Share Outstanding Throughout the Periods Presented
| | Year Ended September 30, 2016 | | | For the Period Ended September 30, 2015(a) | | | For the Period Ended February 28, 2015(b) | |
NET ASSET VALUE, BEGINNING OF PERIOD | | $ | 9.82 | | | $ | 10.52 | | | $ | 10.57 | |
| | | | | | | | | | | | |
INCOME FROM INVESTMENT OPERATIONS | | | | | | | | | | | | |
Net investment income(c)(d) | | | 0.50 | | | | 0.27 | | | | 0.00 | (e) |
Net realized and unrealized gain/(loss) on investments | | | 0.54 | | | | (0.52 | ) | | | (0.05 | ) |
Total income/(loss) from investment operations | | | 1.04 | | | | (0.25 | ) | | | (0.05 | ) |
| | | | | | | | | | | | |
DISTRIBUTIONS TO SHAREHOLDERS | | | | | | | | | | | | |
From net investment income | | | (0.32 | ) | | | (0.17 | ) | | | – | |
From net realized gain on investments | | | – | | | | (0.03 | ) | | | – | |
From return of capital | | | (0.28 | ) | | | (0.25 | ) | | | – | |
Total distributions | | | (0.60 | ) | | | (0.45 | ) | | | – | |
INCREASE/DECREASE IN NET ASSET VALUE | | | 0.44 | | | | (0.70 | ) | | | (0.05 | ) |
NET ASSET VALUE, END OF PERIOD | | $ | 10.26 | | | $ | 9.82 | | | $ | 10.52 | |
| | | | | | | | | | | | |
TOTAL RETURN(f) | | | 10.98 | % | | | (2.40 | )%(g) | | | (0.47 | )% |
| | | | | | | | | | | | |
RATIOS AND SUPPLEMENTAL DATA | | | | | | | | | | | | |
Net assets, end of period (in 000s) | | $ | 5,766 | | | $ | 61 | | | $ | 2 | |
| | | | | | | | | | | | |
RATIOS TO AVERAGE NET ASSETS | | | | | | | | | | | | |
Including interest expense:(h) | | | | | | | | | | | | |
Expenses, gross | | | 2.78 | % | | | 3.42 | %(i) | | | 7.74 | %(i) |
Expenses, net of fees waived/expenses reimbursed by investment adviser | | | 2.39 | % | | | 2.24 | %(i) | | | 2.28 | %(i) |
Excluding interest expense:(h) | | | | | | | | | | | | |
Expenses, gross | | | 2.38 | % | | | 3.17 | %(i) | | | 7.45 | %(i) |
Expenses, net of fees waived/expenses reimbursed by investment adviser | | | 1.99 | % | | | 1.99 | %(i) | | | 1.99 | %(i) |
Net investment income(d) | | | 5.00 | % | | | 4.64 | %(i) | | | 0.97 | %(i) |
| | | | | | | | | | | | |
PORTFOLIO TURNOVER RATE | | | 21 | % | | | 5 | %(j) | | | 91 | %(j) |
(a) | With the approval of the Board, effective September 30, 2015, the Fund's fiscal year end was changed from February 28 to September 30 (See Note 1). |
(b) | The Fund's Class U commenced operations on February 13, 2015. |
(c) | Per share numbers have been calculated using the average shares method. |
(d) | Recognition of net investment income is affected by timing and declaration of dividends by underlying investment companies. |
(e) | Amount is less than $0.005. |
(f) | Total returns shown are historical in nature and assume changes in share price, reinvestment of dividends and capital gains distribution, if any. Had the Adviser not absorbed a portion of Fund expenses, total returns would have been lower. Total returns for periods less than one year are not annualized. Returns shown exclude applicable sales charges. |
(g) | Includes adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net asset values for financial reporting purposes and the returns based upon those net asset values may differ from net asset values and returns for shareholder transactions. |
(h) | Ratios do not include expenses of underlying investment companies in which the Fund invests. |
See Notes to Financial Statements.
Resource Real Estate Diversified Income Fund – Class T | Financial Highlights |
For a Share Outstanding Throughout the Periods Presented
| | Year Ended September 30, 2016 | | | For the Period Ended September 30, 2015(a) | | | For the Period Ended February 28, 2015(b) | |
NET ASSET VALUE, BEGINNING OF PERIOD | | $ | 9.80 | | | $ | 10.50 | | | $ | 10.55 | |
| | | | | | | | | | | | |
INCOME FROM INVESTMENT OPERATIONS | | | | | | | | | | | | |
Net investment income(c)(d) | | | 0.33 | | | | 0.22 | | | | 0.00 | (e) |
Net realized and unrealized gain/(loss) on investments | | | 0.62 | | | | (0.53 | ) | | | (0.05 | ) |
Total income/(loss) from investment operations | | | 0.95 | | | | (0.31 | ) | | | (0.05 | ) |
| | | | | | | | | | | | |
DISTRIBUTIONS TO SHAREHOLDERS | | | | | | | | | | | | |
From net investment income | | | (0.27 | ) | | | (0.14 | ) | | | – | |
From net realized gain on investments | | | – | | | | (0.03 | ) | | | – | |
From return of capital | | | (0.25 | ) | | | (0.22 | ) | | | – | |
Total distributions | | | (0.52 | ) | | | (0.39 | ) | | | – | |
INCREASE/DECREASE IN NET ASSET VALUE | | | 0.43 | | | | (0.70 | ) | | | (0.05 | ) |
NET ASSET VALUE, END OF PERIOD | | $ | 10.23 | | | $ | 9.80 | | | $ | 10.50 | |
| | | | | | | | | | | | |
TOTAL RETURN(f) | | | 10.05 | % | | | (2.96 | )%(g) | | | (0.47 | )% |
| | | | | | | | | | | | |
RATIOS AND SUPPLEMENTAL DATA | | | | | | | | | | | | |
Net assets, end of period (in 000s) | | $ | 3,187 | | | $ | 447 | | | $ | 2 | |
| | | | | | | | | | | | |
RATIOS TO AVERAGE NET ASSETS | | | | | | | | | | | | |
Including interest expense:(h) | | | | | | | | | | | | |
Expenses, gross | | | 3.51 | % | | | 4.10 | %(i) | | | 8.49 | %(i) |
Expenses, net of fees waived/expenses reimbursed by investment adviser | | | 3.14 | % | | | 2.99 | %(i) | | | 3.03 | %(i) |
Excluding interest expense:(h) | | | | | | | | | | | | |
Expenses, gross | | | 3.11 | % | | | 3.85 | %(i) | | | 8.20 | %(i) |
Expenses, net of fees waived/expenses reimbursed by investment adviser | | | 2.74 | % | | | 2.74 | %(i) | | | 2.74 | %(i) |
Net investment income(d) | | | 3.31 | % | | | 3.87 | %(i) | | | 0.22 | %(i) |
| | | | | | | | | | | | |
PORTFOLIO TURNOVER RATE | | | 21 | % | | | 5 | %(j) | | | 91 | %(j) |
(a) | With the approval of the Board, effective September 30, 2015, the Fund's fiscal year end was changed from February 28 to September 30 (See Note 1). |
(b) | The Fund's Class T commenced operations on February 13, 2015. |
(c) | Per share numbers have been calculated using the average shares method. |
(d) | Recognition of net investment income is affected by timing and declaration of dividends by underlying investment companies. |
(e) | Amount is less than $0.005. |
(f) | Total returns shown are historical in nature and assume changes in share price, reinvestment of dividends and capital gains distribution, if any. Had the Adviser not absorbed a portion of Fund expenses, total returns would have been lower. Total returns for periods less than one year are not annualized. Returns shown exclude applicable sales charges. |
(g) | Includes adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net asset values for financial reporting purposes and the returns based upon those net asset values may differ from net asset values and returns for shareholder transactions. |
(h) | Ratios do not include expenses of underlying investment companies in which the Fund invests. |
See Notes to Financial Statements.
Annual Report | September 30, 2016 | 23 |
Resource Real Estate Diversified Income Fund – Class D | Financial Highlights |
For a Share Outstanding Throughout the Periods Presented
| | Year Ended September 30, 2016 | | | For the Period Ended September 30, 2015(a) | | | For the Period Ended February 28, 2015(b) | |
NET ASSET VALUE, BEGINNING OF PERIOD | | $ | 9.97 | | | $ | 10.67 | | | $ | 10.72 | |
| | | | | | | | | | | | |
INCOME FROM INVESTMENT OPERATIONS | | | | | | | | | | | | |
Net investment income(c)(d) | | | 0.31 | | | | 0.24 | | | | 0.00 | (e) |
Net realized and unrealized gain/(loss) on investments | | | 0.69 | | | | (0.52 | ) | | | (0.05 | ) |
Total income/(loss) from investment operations | | | 1.00 | | | | (0.28 | ) | | | (0.05 | ) |
| | | | | | | | | | | | |
DISTRIBUTIONS TO SHAREHOLDERS | | | | | | | | | | | | |
From net investment income | | | (0.30 | ) | | | (0.15 | ) | | | – | |
From net realized gain on investments | | | – | | | | (0.03 | ) | | | – | |
From return of capital | | | (0.26 | ) | | | (0.24 | ) | | | – | |
Total distributions | | | (0.56 | ) | | | (0.42 | ) | | | – | |
INCREASE/DECREASE IN NET ASSET VALUE | | | 0.44 | | | | (0.70 | ) | | | (0.05 | ) |
NET ASSET VALUE, END OF PERIOD | | $ | 10.41 | | | $ | 9.97 | | | $ | 10.67 | |
| | | | | | | | | | | | |
TOTAL RETURN(f) | | | 10.35 | % | | | (2.69 | )%(g) | | | (0.47 | )% |
| | | | | | | | | | | | |
RATIOS AND SUPPLEMENTAL DATA | | | | | | | | | | | | |
Net assets, end of period (in 000s) | | $ | 5,605 | | | $ | 2,131 | | | $ | 2 | |
| | | | | | | | | | | | |
RATIOS TO AVERAGE NET ASSETS | | | | | | | | | | | | |
Including interest expense:(h) | | | | | | | | | | | | |
Expenses, gross | | | 3.25 | % | | | 3.85 | %(i) | | | 8.19 | %(i) |
Expenses, net of fees waived/expenses reimbursed by investment adviser | | | 2.89 | % | | | 2.74 | %(i) | | | 2.78 | %(i) |
Excluding interest expense:(h) | | | | | | | | | | | | |
Expenses, gross | | | 2.85 | % | | | 3.60 | %(i) | | | 7.90 | %(i) |
Expenses, net of fees waived/expenses reimbursed by investment adviser | | | 2.49 | % | | | 2.49 | %(i) | | | 2.49 | %(i) |
Net investment income(d) | | | 3.12 | % | | | 4.13 | %(i) | | | 0.47 | %(i) |
| | | | | | | | | | | | |
PORTFOLIO TURNOVER RATE | | | 21 | % | | | 5 | %(j) | | | 91 | %(j) |
(a) | With the approval of the Board, effective September 30, 2015, the Fund's fiscal year end was changed from February 28 to September 30 (See Note 1). |
(b) | The Fund's Class D commenced operations on February 13, 2015. |
(c) | Per share numbers have been calculated using the average shares method. |
(d) | Recognition of net investment income is affected by timing and declaration of dividends by underlying investment companies. |
(e) | Amount is less than $0.005. |
(f) | Total returns shown are historical in nature and assume changes in share price, reinvestment of dividends and capital gains distribution, if any. Had the Adviser not absorbed a portion of Fund expenses, total returns would have been lower. Total returns for periods less than one year are not annualized. |
(g) | Includes adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net asset values for financial reporting purposes and the returns based upon those net asset values may differ from net asset values and returns for shareholder transactions. |
(h) | Ratios do not include expenses of underlying investment companies in which the Fund invests. |
See Notes to Financial Statements.
Resource Real Estate Diversified Income Fund | Notes to Financial Statements |
September 30, 2016
1. ORGANIZATION
Resource Real Estate Diversified Income Fund (the “Trust” or the “Fund”) was organized as a Delaware statutory trust on August 1, 2012 and is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as a diversified, closed-end management investment company that operates as an interval fund with a continuous offering of Fund shares. The Fund’s investment adviser is Resource Real Estate Inc. (the “Adviser”).The Fund’s primary investment objective is to produce current income, with a secondary objective to achieve a long-term capital appreciation with low to moderate volatility and low to moderate correlation to the broader equity markets. The Fund pursues its investment objectives by investing, under normal circumstances, at least 80% of assets (defined as net assets plus the amount of any borrowing for investment purposes) in real estate and real estate related industry securities, primarily in income producing equity and debt securities.
The Fund currently offers Class A, Class C, Class W, Class I, Class U, Class T and Class D shares. Class A shares commenced operations on March 12, 2013, Class C and Class I shares commenced operations on August 1, 2014, Class W shares commenced operations on November 24, 2014 and Class U, Class T and Class D shares commenced operations on February 13, 2015. With the approval of the Board, effective September 30, 2015, the Fund’s fiscal year end was changed from February 28 to September 30. Class W, Class I and Class D shares are offered at net asset value. Class A and Class U shares are offered at net asset value plus a maximum sales charge of 6.50% and may also be subject to a 0.50% early withdrawal charge, which will be deducted from repurchase proceeds, for shareholders tendering shares fewer than 365 days after the original purchase date, if (i) the original purchase was for amounts of $1 million or more and (ii) the selling broker received the reallowance of the dealer-manager fee. Class C and Class T shares are offered at net asset value plus a maximum sales charge of 1.50% and may also be subject to a 1.00% early withdrawal charge, which will be deducted from repurchase proceeds, for shareholders tendering shares fewer than 365 days after the original purchase date. Each class represents an interest in the same assets of the Fund and classes are identical except for differences in their sales charge structures and ongoing service and distribution charges. All classes of shares have equal voting privileges except that each class has exclusive voting rights with respect to its service and/or distribution plans. The Fund’s income, expenses (other than class specific distribution fees) and realized and unrealized gains and losses are allocated proportionately each day based upon the relative net assets of each class.
2. SIGNIFICANT ACCOUNTING POLICIES
The following is a summary of significant accounting policies followed by the Fund in preparation of its financial statements. These policies are in conformity with accounting principles generally accepted in the United States of America (“GAAP”). The Fund is considered an investment company for financial reporting purposes under GAAP. The preparation of financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses for the period. Actual results could differ from those estimates.
Security Valuation – Securities listed on an exchange are valued at the last reported sale price at the close of the regular trading session of the exchange on the business day the value is being determined, or in the case of securities listed on NASDAQ, at the NASDAQ Official Closing Price (“NOCP”). In the absence of a sale, such securities shall be valued at the last bid price. Futures are valued based on their daily settlement value. Short-term investments that mature in 60 days or less may be valued at amortized cost, provided such valuations represent fair value.
When price quotations for certain securities are not readily available, or if the available quotations are not believed to be reflective of market value by the Adviser, those securities will be valued at “fair value” as determined in good faith by the Fair Value Committee using procedures adopted by and under the supervision of the Fund’s Board of Trustees (the “Board”). There can be no assurance that the Fund could purchase or sell a portfolio security at the price used to calculate the Fund’s net asset value (“NAV”).
Fair valuation procedures may be used to value a substantial portion of the assets of the Fund. The Fund may use the fair value of a security to calculate its NAV when, for example, (1) a portfolio security is not traded in a public market or the principal market in which the security trades is closed, (2) trading in a portfolio security is suspended and not resumed prior to the normal market close, (3) a portfolio security is not traded in significant volume for a substantial period, or (4) the Adviser determines that the quotation or price for a portfolio security provided by a broker-dealer or independent pricing service is inaccurate.
The “fair value” of securities may be difficult to determine and thus judgment plays a greater role in the valuation process. The fair valuation methodology may include or consider the following guidelines, as appropriate: (1) evaluation of all relevant factors, including but not limited to, pricing history, current market level, supply and demand of the respective security; (2) comparison to the values and current pricing of securities that have comparable characteristics; (3) knowledge of historical market information with respect to the security; (4) other factors relevant to the security which would include, but not be limited to, duration, yield, fundamental analytical data, the Treasury yield curve and credit quality.
Annual Report | September 30, 2016 | 25 |
Resource Real Estate Diversified Income Fund | Notes to Financial Statements |
September 30, 2016
Valuation of Private REITS – The Fund invests a large portion of its assets in Private Real Estate Investment Trusts (“Private REITs”). The Private REITs measure their investment assets at fair value, and report a NAV per share on a calendar quarter basis. In accordance with Accounting Standards Codification (“ASC”) 820, the Fund has elected to apply the practical expedient and to value its investments in Private REITs at their respective NAVs at each quarter. For non-calendar quarter days, the Fair Value Committee estimates the fair value of each Private REIT by adjusting the most recent NAV for each REIT, as necessary, by the change in a relevant benchmark that the Fair Value Committee has deemed to be representative of the entire Private REIT market.
Valuation of Public Non-Traded REITS – The Fund also invests a large portion of its assets in Public Non-Traded Real Estate Investment Trusts (“Public Non-Traded REITs”). The Public Non-Traded REITs do not timely report periodic NAVs and therefore cannot be valued using the practical expedient. The Fair Value Committee determines the fair value of Public Non-Traded REITs by considering various factors such as the most recent published NAV, the transaction price, secondary market trades, shareholder redemption and dividend reinvestment programs, discounted cash flows and potentially illiquidity discounts.
Valuation of Private Investment Funds – The Fund invests a portion of its assets in Private Investment Funds. Private Investment Funds measure their investment assets at fair value, and report a NAV per share on a calendar quarter basis. In accordance with ASC 820, the Fund has elected to apply the practical expedient and to value its investments in Private Investment Funds at their respective NAVs at each quarter. For non-calendar quarter days, the Fair Value Committee estimates the fair value of each Investment Fund by adjusting the most recent NAV for each Private Investment Fund, as necessary, by the change in a relevant benchmark that the Fair Value Committee has deemed to be representative of the market.
Fair Value Measurements – A three-tier hierarchy has been established to classify fair value measurements for disclosure purposes. Inputs refer broadly to the assumptions that market participants would use in pricing the asset or liability, including assumptions about risk. Inputs may be observable or unobservable. Observable inputs are inputs that reflect the assumptions market participants would use in pricing the asset or liability that are developed based on market data obtained from sources independent of the reporting entity. Unobservable inputs are inputs that reflect the reporting entity’s own assumptions about the assumptions market participants would use in pricing the asset or liability that are developed based on the best information available. In accordance with the authoritative guidance on fair value measurements and disclosure under GAAP, the Fund discloses fair value of its investments in a hierarchy that prioritizes the inputs to valuation techniques used to measure the fair value.
Various inputs are used in determining the value of the Fund’s investments as of the reporting period end. These inputs are categorized in the following hierarchy under applicable financial accounting standards:
Level 1 – | Unadjusted quoted prices in active markets for identical, unrestricted assets or liabilities that the Fund has the ability to access at the measurement date; |
Level 2 – | Quoted prices which are not active, quoted prices for similar assets or liabilities in active markets or inputs other than quoted prices that are observable (either directly or indirectly) for substantially the full term of the asset or liability at the measurement date; and |
Level 3 – | Significant unobservable prices or inputs (including the Fund’s own assumptions in determining the fair value of investments) where there is little or no market activity for the asset or liability at the measurement date. |
The availability of observable inputs can vary from security to security and is affected by a wide variety of factors, including, for example, the type of security, whether the security is new and not yet established in the marketplace, the liquidity of markets and other characteristics particular to the security. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised in determining fair value is greatest for instruments categorized in Level 3.
An investment level within the fair value hierarchy is based on the lowest level input, individually or in the aggregate, that is significant to fair value measurement. The valuation techniques used by the Fund to measure fair value during the period ended September 30, 2016 maximized the use of observable inputs and minimized the use of unobservable inputs.
Resource Real Estate Diversified Income Fund | Notes to Financial Statements |
September 30, 2016
The inputs or methodologies used for valuing securities are not necessarily an indication of the risk or liquidity associated with investing in those securities. The following is a summary of the inputs used in valuing the Fund’s investments as of September 30, 2016:
Investments in Securities at Value | | Level 1 | | | Level 2 | | | Level 3 | | | Total | |
Bonds & Notes(a) | | $ | – | | | $ | 23,057,279 | | | $ | – | | | $ | 23,057,279 | |
Common Stocks(a) | | | 1,395,245 | | | | – | | | | – | | | | 1,395,245 | |
Preferred Stocks(a) | | | 36,010,857 | | | | – | | | | – | | | | 36,010,857 | |
Real Estate Investment Trusts - Common Stocks | | | | | | | | | | | | | | | | |
Public Non-Traded Real Estate Investment Trusts | | $ | 6,241,588 | | | $ | – | | | $ | 6,688,418 | | | $ | 12,930,006 | |
Private Real Estate Investment Trusts | | | – | | | | – | | | | 350,000 | | | | 350,000 | |
Private Real Estate Investment Trusts (Measured at net asset value)(b) | | | – | | | | – | | | | – | | | | 41,290,902 | |
Traded Real Estate Investment Trusts | | | 61,017,830 | | | | – | | | | – | | | | 61,017,830 | |
Private Investment Funds (Measured at net asset value)(b) | | | – | | | | – | | | | – | | | | 2,083,414 | |
Purchased Options | | | 744,000 | | | | – | | | | – | | | | 744,000 | |
Short Term Investments | | | 858,902 | | | | – | | | | – | | | | 858,902 | |
TOTAL | | $ | 106,268,422 | | | $ | 23,057,279 | | | $ | 7,038,418 | | | $ | 179,738,435 | |
Other Financial Instruments | | Level 1 | | | Level 2 | | | Level 3 | | | Total | |
Assets | | | | | | | | | | | | | | | | |
Futures Contracts | | $ | 19,235 | | | $ | – | | | $ | – | | | $ | 19,235 | |
Liabilities | | | | | | | | | | | | | | | | |
Written Options | | $ | (142,600 | ) | | $ | – | | | $ | – | | | $ | (142,600 | ) |
TOTAL | | $ | (123,365 | ) | | $ | – | | | $ | – | | | $ | (123,365 | ) |
(a) | For detailed descriptions, see the accompanying Portfolio of Investments. |
(b) | In accordance with Subtopic 820-10, certain investments that are measured at fair value using the net asset value per share (or its equivalent) practical expedient have not been classified in the fair value hierarchy. The fair value amounts presented in this table are intended to permit reconciliation of the fair value hierarchy to the amounts presented in the Statement of Assets and Liabilities. |
There were no transfers between Levels 1, 2 and 3 during the period ended September 30, 2016. It is the Fund’s policy to recognize transfers between levels at the end of the reporting period.
The following is a reconciliation of assets in which Level 3 inputs were used in determining value:
Investments in Securities | | Balance as of September 30, 2015 | | | Accrued discount/ premium | | | Realized Gain/ (Loss) | | | Change in Unrealized Appreciation/ (Depreciation) | | | Purchases | | | Sales Proceeds | | | Transfer into Level 3 | | | Transfer out of Level 3 | | | Balance as of September 30, 2016 | | | Net change in unrealized appreciation/ (depreciation) included in the Statements of Operations attributable to Level 3 investments held at September 30, 2016 | |
Resource Real Estate | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Diversified Income Fund | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Bonds & Notes | | $ | 6,779,418 | | | $ | 4,812 | | | $ | (287,882 | ) | | $ | (1,250,925 | ) | | $ | – | | | $ | (2,683,678 | ) | | $ | – | | | $ | (2,561,745 | ) | | $ | – | | | $ | – | |
Real Estate Investment Trusts - Common Stock | | | 8,134,732 | | | | – | | | | – | | | | (1,257,175 | ) | | | – | | | | – | | | | 160,861 | | | | – | | | | 7,038,418 | | | | (1,240,439 | ) |
Total | | $ | 14,914,150 | | | $ | 4,812 | | | $ | (287,882 | ) | | $ | (2,508,100 | ) | | $ | – | | | $ | (2,683,678 | ) | | $ | 160,861 | | | $ | (2,561,745 | ) | | $ | 7,038,418 | | | $ | (1,240,439 | ) |
Annual Report | September 30, 2016 | 27 |
Resource Real Estate Diversified Income Fund | Notes to Financial Statements |
September 30, 2016
Significant unobservable valuation inputs for material Level 3 investments as of September 30, 2016 are as follows:
| | Fair Value at 9/30/2016 | | Valuation Technique | | Unobservable Input | | Range (Weighted Average) | |
Private Real Estate | | | | Net Asset Value | | Secondary Market Prices | | $8.75-$15.40 | |
Investment Trusts | | $ | 350,000 | | Transaction Data | | Weighting of Transaction Prices by Volume(a) | | 20% or greater | |
Non-Traded Real Estate | | | | | | | | | | |
Investment Trusts | | $ | 6,688,418 | | Transaction Data | | Secondary Market Prices | | $0.36-$21.83 | |
| | | | | | | Weighting of Transaction Prices by Volume(a) | | 20% or greater | |
(a) | Represents amounts used when the reporting entity has determined that market participant would use such multiples when pricing the investments. |
A change to the unobservable input may result in a significant change to the value of the investment as follows:
Unobservable Input | Impact to Value if Input Increases | Impact to Value if Input Decreases |
Secondary Market Prices | Increase | Decrease |
Weighting of Transaction Prices by Volume | Increase | Decrease |
Security Transactions and Investment Income – Investment security transactions are accounted for on a trade date basis. Cost is determined and gains and losses are based upon the specific identification method for both financial statement and federal income tax purposes. Dividend income is recorded on the ex-dividend date and interest income is recorded on the accrual basis. Purchase discounts and premiums on securities are accreted and amortized over the life of the respective securities.
Industry Concentration – If the Fund has significant investments in the securities of issuers within a particular industry, any development affecting that industry will have a greater impact on the value of the net assets of the Fund than would be the case if the Fund did not have significant investments in that industry. In addition, this may increase the risk of loss in the Fund and increase the volatility of the Fund’s net asset value per share. Occasionally, market conditions, regulatory changes or other developments may negatively impact this industry, and therefore the value of the Fund’s portfolio will be adversely affected. As of September 30, 2016, the Fund had 109.60% of the value of its net assets invested within the Real Estate industry.
Concentration of Credit Risk – The Fund places its cash with one banking institution, which is insured by Federal Deposit Insurance Corporation (“FDIC”). The FDIC limit is $250,000. At various times throughout the year, the amount on deposit may exceed the FDIC limit and subject the Fund to a credit risk. The Fund does not believe that such deposits are subject to any unusual risk associated with investment activities.
Federal and Other Taxes – No provision for income taxes is included in the accompanying financial statements, as the Fund intends to distribute to shareholders all taxable investment income and realized gains and otherwise comply with Subchapter M of the Internal Revenue Code of 1986, as amended, applicable to regulated investment companies.
The Fund evaluates tax positions taken (or expected to be taken) in the course of preparing the Fund’s tax provisions to determine whether these positions meet a “more-likely-than-not” standard that, based on the technical merits, have a more than fifty percent likelihood of being sustained by a taxing authority upon examination. A tax position that meets the “more-likely-than-not” recognition threshold is measured to determine the amount of benefit to recognize in the financial statements.
As of and during the year ended September 30, 2016, the Fund did not have a liability for any unrecognized tax benefits. The Fund files U.S. federal, state and local tax returns as required. The Fund’s tax returns are subject to examination by the relevant tax authorities until expiration of the applicable statute of limitations which is generally three years after the filing of the tax return for federal purposes and four years for most state returns. Tax returns for open years have incorporated no uncertain tax positions that require a provision for income taxes.
Foreign Currency – The accounting records of the Fund are maintained in U.S. dollars. Investment securities and other assets and liabilities denominated in a foreign currency and income receipts and expense payments are translated into U.S. dollars using the prevailing exchange rate at the London market close. Purchases and sales of securities are translated into U.S. dollars at the contractual currency rates established at the approximate time of the trade. Net realized gains and losses on foreign currency transactions represent net gains and losses from currency realized between the trade and settlement dates on securities transactions and the difference between income accrued versus income received. The effects of changes in foreign currency exchange rates on investments in securities are included with the net realized and unrealized gain or loss on investment securities.
Resource Real Estate Diversified Income Fund | Notes to Financial Statements |
September 30, 2016
Distributions to Shareholders – Distributions from investment income are declared and paid quarterly. Distributions from net realized capital gains, if any, are declared and paid annually and are recorded on the ex-dividend date. The character of income and gains to be distributed is determined in accordance with income tax regulations, which may differ from GAAP.
Indemnification – The Trust indemnifies its officers and Trustees for certain liabilities that may arise from the performance of their duties to the Trust. Additionally, in the normal course of business, the Fund enters into contracts that contain a variety of representations and warranties and which provide general indemnities. The Fund’s maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Fund that have not yet occurred. However, based on industry experience, the Trust expects the risk of loss due to these warranties and indemnities to be remote.
3. ADVISORY FEES AND OTHER RELATED PARTY TRANSACTIONS
Advisory Fees – Pursuant to an investment advisory agreement (the “Advisory Agreement”), investment advisory services are provided to the Fund by the Adviser. Under the terms of the Advisory Agreement, the Adviser receives monthly fees calculated at an annual rate of 1.25% of the average daily net assets of the Fund. During the year ended September 30, 2016, the Fund accrued $1,196,758 in advisory fees.
The Adviser has contractually agreed to waive all or part of its management fees and/or make payments to limit Fund expenses, (including all organization and offering expenses, but excluding interest, brokerage commissions, acquired fund fees and expenses and extraordinary expenses) at least until September 9, 2018, so that the total annual operating expenses of the Fund do not exceed 1.99% per annum of Class A average daily net assets, 2.74% per annum of Class C average daily net assets, 2.49% per annum of Class W average daily net assets, 1.74% per annum of Class I average daily net assets, 1.99% per annum of Class U and average daily net assets, 2.74% per annum of Class T average daily net assets and 2.49% per annum of Class D average daily net assets. Fee waivers and expense payments may be recouped by the Adviser from the Fund, to the extent that overall expenses fall below the expense limitation, within three years of when the amounts were waived or reimbursed. During the period ended September 30, 2016, the Adviser waived fees of $374,046, all of which is available to be recouped by the Adviser until September 30, 2019. During the period ended September 30, 2015, the Adviser waived fees of $307,831, all of which is available to be recouped by the Adviser until September 30, 2018. During the year ended February 28, 2015, the Adviser waived fees and reimbursed expenses of $431,960, all of which is available to be recouped by the Adviser until February 28, 2018. During the period ended February 28, 2014, the Adviser waived fees and reimbursed expenses of $343,290, all of which is available to be recouped by the Adviser until February 28, 2017.
Fund Accounting Fees and Expenses – ALPS Fund Services, Inc. (“ALPS”) serves as the Fund’s Administrator and Accounting Agent (the “Administrator”) and receives customary fees from the Fund for such services.
Transfer Agent – DST Systems Inc., an affiliate of ALPS, serves as transfer, dividend paying and shareholder servicing agent for the Fund (“Transfer Agent”).
Distributor – ALPS Distributors, Inc. (the “Distributor”) serves as the Fund’s distributor. There are no fees paid to the Distributor pursuant to the Distribution Agreement. The Board has adopted, on behalf of the Fund, a Shareholder Servicing Plan under which the Fund may compensate financial industry professionals for providing ongoing services in respect of clients with whom they have distributed shares of the Fund. Under the Shareholder Servicing Plan, the Fund’s Class A, Class C, Class W, Class U, Class T and Class D shares are subject to a shareholder servicing fee at an annual rate of 0.25% of the average daily net assets attributable to that share class. For the period ended September 30, 2016, the Fund incurred shareholder servicing fees of $239,352. The Class C and Class T shares also pay to the Distributor a distribution fee, payable under a distribution plan adopted by the board, that accrues at an annual rate equal to 0.75% of the Fund’s average daily net assets attributable to Class C and Class T shares and is payable on a quarterly basis. In addition, Class W and Class D shares pay to Resource Securities, Inc. (the “Dealer Manager”), an affiliate of the Adviser, a dealer manager fee, payable under a distribution plan adopted by the board, that accrues at an annual rate equal to 0.50% of the Fund’s average daily net assets attributable to Class W and Class D shares and is payable on a quarterly basis. Class A, Class I and Class U shares are not currently subject to a distribution fee. For the period ended September 30, 2016, the Fund accrued $180,304 in distribution fees and
$116,296 in dealer manager fees.
The Distributor acts as the Fund’s principal underwriter in a continuous public offering of the Fund’s shares. The Distributor is an affiliate of ALPS. During the year ended September 30, 2016, no fees were retained by the Distributor.
Trustees – Each Trustee who is not affiliated with the Trust or Adviser receives an annual fee of $10,000, plus $2,000 for attending the annual in-person meeting of the Board of Trustees, plus $500 for attending each of the remaining telephonic meetings, as well as reimbursement for any reasonable expenses incurred attending the meetings. None of the executive officers receive compensation from the Trust.
Annual Report | September 30, 2016 | 29 |
Resource Real Estate Diversified Income Fund | Notes to Financial Statements |
September 30, 2016
4. INVESTMENT TRANSACTIONS
The cost of purchases and proceeds from the sale of securities, other than short-term securities, for the period ended September 30, 2016 amounted to $121,999,024 and $25,248,544, respectively.
5. DERIVATIVE TRANSACTIONS
Derivative Instruments and Hedging Activities – The following discloses the Fund’s use of derivative instruments and hedging activities.
The Fund’s investment objectives not only permit the Fund to purchase investment securities, it also allows the Fund to enter into various types of derivative contracts such as futures. In doing so, the Fund will employ strategies in differing combinations to permit them to increase, decrease, or change the level or types of exposure to market factors. Central to those strategies are features inherent to derivatives that make them more attractive for this purpose than equity or debt securities; they require little or no initial cash investment, they can focus exposure on only certain selected risk factors, and they may not require the ultimate receipt or delivery of the underlying security (or securities) to the contract. This may allow the Fund to pursue its objectives more quickly and efficiently than if it were to make direct purchases or sales of securities capable of effecting a similar response to market factors.
Market Risk Factors – In pursuit of its investment objectives, the Fund may seek to use derivatives to increase or decrease their exposure to the following market risk factors:
Foreign Exchange Rate Risk: Foreign exchange rate risk relates to the change in the U.S. dollar value of a security held that is denominated in a foreign currency. The value of a foreign currency denominated security will decrease as the dollar appreciates against the currency, while the value of the foreign currency denominated security will increase as the dollar depreciates against the currency.
Risk of Investing in Derivatives: The Fund’s use of derivatives can result in losses due to unanticipated changes in the market risk factors and the overall market.
Derivatives may have little or no initial cash investment relative to their market value exposure and therefore can produce significant gains or losses in excess of their cost. This use of embedded leverage allows the Fund to increase its market value exposure relative to its net assets and can substantially increase the volatility of the Fund’s performance.
Additional associated risks from investing in derivatives also exist and potentially could have significant effects on the valuation of the derivative and the Fund. Typically, the associated risks are not the risks that the Fund is attempting to increase or decrease exposure to, per their investment objectives, but are the additional risks from investing in derivatives.
Examples of these associated risks are liquidity risk, which is the risk that the Fund will not be able to sell the derivative in the open market in a timely manner, and counterparty credit risk, which is the risk that the counterparty will not fulfill its obligation to the Fund.
Option Contracts - The Fund may enter into options transactions for hedging purposes and for non-hedging purposes such as seeking to enhance return. The Fund may write covered put and call options on any stocks or stock indices, currencies traded on domestic and foreign securities exchanges, or futures contracts on stock indices, interest rates and currencies traded on domestic and, to the extent permitted by the CFTC, foreign exchanges. A written call option on an asset by a Fund obligates the Fund to sell the specified asset to the holder (purchaser) at a stated price (the exercise price) if the option is exercised before a specified date (the expiration date). A written put option on an asset by a Fund obligates the Fund to buy the specified asset from the purchaser at the exercise price if the option is exercised before the expiration date. Premiums received when writing options are recorded as liabilities and are subsequently adjusted to the current value of the options written. Premiums received from writing options that expire are treated as realized gains. Premiums received from writing options, which are either exercised or closed, are offset against the proceeds received or amount paid on the transaction to determine realized gains or losses which are recorded on the Statement of Operations.
Resource Real Estate Diversified Income Fund | Notes to Financial Statements |
September 30, 2016
The Fund had the following transactions in written covered call/put options during the Fiscal Year Ended September 30, 2016:
| | Number of Contracts | | | Premiums Received | |
Options Outstanding, Beginning of Period | | – | | | – | |
Options written | | (12,400) | | | 1,040,704 | |
Options expired | | – | | | – | |
Options closed | | – | | | – | |
Options exercised | | – | | | – | |
Options Outstanding, End of the Period | | (12,400) | | | 1,040,704 | |
Futures – The Fund may invest in futures contracts in accordance with its investment objectives. The Fund does so for a variety of reasons, including for cash management, hedging or non-hedging purposes in an attempt to achieve investment returns consistent with the Fund’s investment objective. A futures contract provides for the future sale by one party and purchase by another party of a specified quantity of the security or other financial instrument at a specified price and time. A futures contract on an index is an agreement pursuant to which two parties agree to take or make delivery of an amount of cash equal to the difference between the value of the index at the close of the last trading day of the contract and the price at which the index contract was originally written. Futures transactions may result in losses in excess of the amount invested in the futures contract. There can be no guarantee that there will be a correlation between price movements in the hedging vehicle and in the portfolio securities being hedged. An incorrect correlation could result in a loss on both the hedged securities in a Fund and the hedging vehicle so that the portfolio return might have been greater had hedging not been attempted. There can be no assurance that a liquid market will exist at a time when a Fund seeks to close out a futures contract or a futures option position. Lack of a liquid market for any reason may prevent the Fund from liquidating an unfavorable position, and the Fund would remain obligated to meet margin requirements until the position is closed. In addition, the Fund could be exposed to risk if the counterparties to the contracts are unable to meet the terms of their contracts. With exchange-traded futures, there is minimal counterparty credit risk to the Fund since futures are exchange-traded and the exchange’s clearinghouse, as counterparty to all exchange-traded futures, guarantees the futures against default.
When a purchase or sale of a futures contract is made by the Fund, the Fund is required to deposit with its custodian (or broker, if legally permitted) a specified amount of liquid assets (“initial margin”). The margin required for a futures contract is set by the exchange on which the contract is traded and may be modified during the term of the contract. The initial margin is in the nature of a performance bond or good faith deposit on the futures contract that is returned to the Fund upon termination of the contract, assuming all contractual obligations have been satisfied. Each day the Fund may pay or receive cash, called “variation margin,” equal to the daily change in value of the futures contract. Such payments or receipts are recorded for financial statement purposes as unrealized gains or losses by the Fund. Variation margin does not represent a borrowing or loan by the Fund but is instead a settlement between the Fund and the broker of the amount one would owe the other if the futures contract expired. When the contract is closed, the Fund records a realized gain or loss equal to the difference between the value of the contract at the time it was opened and the value at the time it was closed.
The location in the Statement of Assets and Liabilities of the Fund’s derivative positions as of September 30, 2016 are as follows:
Risk Exposure | | Statement of Assets and Liabilities Location | | | Value | | | Statement of Assets and Liabilities Location | | | Value | |
Resource Real Estate Diversified Income Fund | | | | | | | | | | | | |
Foreign Exchange Contracts (Futures contracts)(a) | | Variation margin | | | $ | 19,235 | | | Variation margin | | | $ | – | |
Purchased Options (Equity contracts) | | Investments, at value | | | | 744,000 | | | N/A | | | | | |
Written Options (Equity contracts) | | N/A | | | | | | | Written options, at value | | | | 142,600 | |
Total | | | | | $ | 763,235 | | | | | | $ | 142,600 | |
(a) | The value presented includes cumulative gain on open futures contracts; however, the value reflected on the accompanying Statement of Assets and Liabilities is only the unsettled variation margin payable as of September 30, 2016. |
Annual Report | September 30, 2016 | 31 |
Resource Real Estate Diversified Income Fund | Notes to Financial Statements |
September 30, 2016
The location in the Statement of Operations of the Fund’s derivative positions for the year ended September 30, 2016 are as follows:
Risk Exposure | Statement of Operations Location | | Realized Gain/(Loss) on Derivatives Recognized in Income | | | Change in Unrealized Gain/(Loss) on Derivatives Recognized in Income | |
Resource Real Estate Diversified Income Fund | | | | | | | |
Foreign Exchange Contracts (Futures contracts) | Net realized loss on futures contracts/Net change in unrealized depreciation on futures contracts | | $ | (29,572 | ) | | $ | (5,649 | ) |
Purchased Options (Equity contracts) | Net change in unrealized appreciation on investments | | | – | | | | (307,336 | ) |
Written Options (Equity contracts) | Net change in unrealized appreciation on written options | | | – | | | | 898,104 | |
Total | | | $ | (29,572 | ) | | $ | 585,119 | |
The average notional value of futures contracts, purchased options, and written options during the year ended September 30, 2016 were $(4,704,080), 1,550 contracts, and (3,100) contracts respectively.
6. TAX BASIS INFORMATION
For the period ended September 30, 2016, the following reclassifications, which had no impact on results of operations or net assets, were recorded to reflect tax character.
| | Paid-in Capital | | Accumulated Net Investment Income | | | Accumulated Net Realized Loss on Investments | |
Resource Real Estate Diversified Income Fund | | $ | (35 | ) | | $ | (125,840 | ) | | $ | 125,875 | |
The tax character of distributions paid for the periods ended September 30, 2016 and September 30, 2015 were as follows:
September 30, 2016 | | Ordinary Income | | | Long-Term Capital Gain | | | Return of Capital | |
Resource Real Estate Diversified Income Fund | | $ | 3,011,654 | | | $ | – | | | $ | 3,029,043 | |
September 30, 2015 | | Ordinary Income | | | Long-Term Capital Gain | | | Return of Capital | |
Resource Real Estate Diversified Income Fund | | $ | 757,462 | | | $ | 201,255 | | | $ | 1,240,390 | |
As of September 30, 2016, the components of accumulated earnings/(deficit) on a tax basis were as follows:
Undistributed ordinary income | | $ | – | |
Accumulated capital losses | | | (288,816 | ) |
Net unrealized appreciation on investments and foreign currency translations | | | 7,678,435 | |
Other cumulative effect of timing differences | | | (19,235 | ) |
Total distributable earnings | | $ | 7,370,384 | |
The following information is computed on a tax basis for each item as of September 30, 2016:
| | Gross Appreciation (excess of value over tax cost) | | | Gross Depreciation (excess of tax cost over value) | | | Net Appreciation of Foreign Currency and Derivatives | | | Net Unrealized Appreciation | | | Cost of Investments for Income Tax Purposes | |
Resource Real Estate Diversified Income Fund | | $ | 13,669,841 | | | $ | (6,908,820 | ) | | $ | 917,414 | | | $ | 7,678,435 | | | $ | 172,977,414 | |
Resource Real Estate Diversified Income Fund | Notes to Financial Statements |
September 30, 2016
The difference between book basis and tax basis distributable earnings and unrealized appreciation/(depreciation) is primarily attributable to the tax deferral of losses on wash sales, investments in partnerships and certain other investments.
The Fund elects to defer to the period ending September 30, 2017, capital losses recognized during the period November 1, 2015 to September 30, 2016 in the amount of $288,816
7. REPURCHASE OFFERS
Pursuant to Rule 23c-3 under the 1940 Act the Fund offers shareholders on a quarterly basis the option of redeeming shares, at net asset value, of up to 5% of its issued and outstanding shares as of the close of regular business hours on the New York Stock Exchange on the Repurchase Pricing Date (defined below). If shareholders tender for repurchase more than 5% of the outstanding shares of the Fund, the Fund may, but is not required to, repurchase up to an additional 2%. If the Fund determines not to repurchase an additional 2%, or if more than 7% of the shares are tendered, then the Fund will repurchase shares on a pro rata basis based upon the number of shares tendered by each shareholder. There can be no assurance that the Fund will be able to repurchase all shares that each shareholder has tendered, even if all the shares in a shareholder's account are tendered. In the event of an oversubscribed offer, you may not be able to tender all shares that you wish to tender and may have to wait until the next quarterly repurchase offer to tender the remaining shares. Subsequent repurchase requests will not be given priority over other shareholder requests.
During the period ended September 30, 2016, the Fund completed four quarterly repurchase offers. In these offers, the Fund offered to repurchase up to 5% of the number of its outstanding shares as of the Repurchase Pricing Dates. The result of those repurchase offers were as follows:
| Repurchase Offer #1 | Repurchase Offer #2 | Repurchase Offer #3 | Repurchase Offer #4 |
Commencement Date | September 17, 2015 | December 16, 2015 | March 14, 2016 | June 15, 2016 |
Repurchase Request Deadline | October 16, 2015 | January 15, 2016 | April 13, 2016 | July 20, 2016 |
Repurchase Pricing Date | October 16, 2015 | January 15, 2016 | April 13, 2016 | July 20, 2016 |
Amount Repurchased | $886,480 | $3,929,625 | $2,937,988 | $2,682,441 |
Shares Repurchased | 88,275 | 419,548 | 303,788 | 261,107 |
8. BANK LINE OF CREDIT
The Fund has a $100,000,000 secured revolving bank line of credit through BNP Paribas Prime Brokerage International, Ltd. (the “Bank”) for purpose of investment purchases subject to the limitations of the 1940 Act for borrowings.
Borrowings under this arrangement bear interest at the Bank’s 3 month LIBOR plus 95 basis points at the time of borrowing. During the period ended September 30, 2016, the Fund incurred $384,393 of interest expense related to the borrowings. Average borrowings and the average interest rate during the period ended September 30, 2016 were $23,335,315 and 1.57%, respectively. The largest outstanding borrowing during the period ended September 30, 2016 was $47,142,396. As of September 30, 2016, the Fund had $36,821,084 of outstanding borrowings.
As collateral security for the Bank line of credit, the Fund grants the Bank a first position security interest in and lien on all securities of any kind or description held by the Fund in the pledge account. As of September 30, 2016, the Fund had $88,692,632 in securities pledged as collateral for the line of credit.
9. UNFUNDED COMMITMENTS
As of September 30, 2016, in addition to the unfunded commitments for investments currently held as of the reporting date (Refer to Portfolio of Investments footnote disclosures), the Fund had unfunded commitments relating to potential future investments not currently held as reported below. The value of unfunded commitments reported as of September 30, 2016 approximates fair value.
Security | | Unfunded Commitments as of September 30, 2016 | |
Clarion Debt | | $ | 2,000,000 | |
Annual Report | September 30, 2016 | 33 |
Resource Real Estate Diversified Income Fund | Notes to Financial Statements |
September 30, 2016
10. SUBSEQUENT EVENTS
Subsequent events after the date of the Statement of Assets and Liabilities have been evaluated through the date the financial statements were issued.
The Fund completed a quarterly repurchase offer on October 19, 2016 which resulted in 451,121 of Fund shares being repurchased for $4,646,135.
Management has determined that there were no other subsequent events to report through the issuance of these financial statements.
Report of Independent Registered
Resource Real Estate Diversified Income Fund | Public Accounting Firm |
To the Board of Trustees and the Shareholders of
Resource Real Estate Diversified Income Fund
We have audited the accompanying statement of assets and liabilities of Resource Real Estate Diversified Income Fund (the “Fund”) including the portfolio of investments, as of September 30, 2016, and the related statement of operations for the year then ended, the statement of changes in net assets and the financial highlights for each of the years and periods presented. These financial statements and financial highlights are the responsibility of the Fund's management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of September 30, 2016 by correspondence with the custodian and brokers and other appropriate parties, and performing other appropriate auditing procedures where replies from brokers were not received. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Resource Real Estate Diversified Income Fund as of September 30, 2016, and the results of its operations for the year then ended, and the changes in its net assets and its financial highlights for each of the years and periods presented, in conformity with accounting principles generally accepted in the United States of America.
BBD, LLP
Philadelphia, Pennsylvania
November 29, 2016
Annual Report | September 30, 2016 | 35 |
Resource Real Estate Diversified Income Fund | Additional Information |
September 30, 2016 (Unaudited)
1. PROXY VOTING POLICIES AND VOTING RECORD
A description of the policies and procedures that the Fund uses to vote proxies relating to portfolio securities is available without charge upon request by calling toll-free 855-747-9559, or on the Securities and Exchange Commission’s (“SEC”) website at http://www.sec.gov. Information regarding how the Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30th is available without charge upon request by calling toll-free 855-747-9559, or on the SEC’s website at http://www.sec.gov.
2. QUARTERLY PORTFOLIO HOLDINGS
The Fund files a complete listing of portfolio holdings for the Fund with the SEC as of the first and third quarters of each fiscal year on Form N-Q. The filings are available upon request by calling 855-747-9559. Furthermore, you may obtain a copy of the filing on the SEC’s website at http://www.sec.gov. The Fund’s Form N-Q may also be reviewed and copied at the SEC’s Public Reference Room in Washington, D.C., and information on the operation of the Public Reference Room may be obtained by calling 1-800-SEC-0330.
3. DISCLOSURE REGARDING RENEWAL AND APROVAL OF FUND ADVISORY AGREEMENTS
At a meeting on June 2, 2016, the Board (the “Board” or “Trustees”) of Resource Real Estate Diversified Income Fund (the “Fund” or the “Trust”), including a majority of the independent Trustees, approved an interim advisory agreement between the Trust and the Adviser with respect to the Fund and, subject to shareholder approval, a new advisory agreement between the Trust and the Adviser with respect to the Fund (together, the “Advisory Agreements”). The Advisory Agreements were approved in connection with a proposed merger transaction between Resource America, Inc., of which the Adviser is a subsidiary, and C-III Capital Partners LLC (“C-III”) (the “Transaction”). In considering the approval of the Advisory Agreements, the Trustees received materials specifically relating to the Advisory Agreements.
The Trustees considered the following material factors during their deliberations: (1) the nature, extent and quality of services to be provided by the Adviser; (2) the investment performance of the Fund and the Adviser; (3) the cost of services to be provided and the profits to be realized by the Adviser and its affiliates; (4) the extent to which economies of scale will be realized as the Fund grows; and (5) whether the fee levels reflect these economies of scale for the benefit of investors. The Trustees relied upon the advice of counsel and their own business judgment in determining the before-mentioned material factors to be considered in evaluating the Advisory Agreements and the weight to be given to each factor considered. The conclusions reached by the Trustees were based on a comprehensive evaluation of all of the information provided and were not the result of any one factor. Moreover, each Trustee may have afforded different weight to the various factors in reaching his conclusions with respect to the approval of the Advisory Agreements.
Nature, Extent and Quality of Service. The Board examined the nature, extent and quality of the services provided by the Adviser to the Fund. They noted that the Board receives a significant level of input and quality materials from the Adviser and provides professional managerial and operational teams to manage and support the Fund. The Trustees discussed the nature of the Adviser’s operations, the quality of the Adviser’s compliance infrastructure and the experience and background of all key personnel of its fund management team. The Trustees noted the Adviser’s assertion that the Fund would receive the same quality of service following completion of the Transaction and that no changes to the current portfolio management team were anticipated. The Trustees additionally noted the Adviser’s agreement to extend the current expense limitation arrangement for a two-year period following consummation of the Transaction. The Trustees further noted that C-III has substantial experience in commercial real estate debt investments as well as equity investing and that C-III’s experience had the potential to be additive to the investment process of the Adviser. The Trustees concluded that the Adviser had sufficient quality and depth of personnel, resources, investment methods and compliance policies and procedures essential to the performance of its duties under the Advisory Agreements and that the nature, overall quality and extent of the management services provided by the Adviser to the Fund were satisfactory and were likely to remain so after the closing of the Transaction.
Performance. The Trustees considered the performance of the Fund. They noted that over the one-year period ended March 31, 2016, the Fund had underperformed its peer group but had outperformed its Morningstar category average. The Trustees noted that the Fund underperformed its benchmark index (the Wells Fargo® Hybrid and Preferred Securities REIT Index) over the one-year period and since inception. The Trustees expressed satisfaction with the careful, thoughtful and professional manner in which the Adviser implemented the strategy. They reasoned that the Adviser was managing the Fund’s portfolio in accordance with the prospectus guidelines and concluded that the Fund’s performance was satisfactory. They additionally noted that the potential additional resources of C-III may assist the Adviser in delivering future performance for the Fund.
Fees and Expenses. The Trustees noted that the Fund charges a 1.25% management fee and that the fee was slightly above the average of the peer group and slightly lower than the average of the Fund’s Morningstar category. They further noted that the Fund’s net expense ratio was below the average of the Morningstar category funds and slightly higher than the average of the peer group. The Trustees further noted the expense cap in place and the Adviser’s commitment to continue the expense cap for a period of two years following the Transaction, and after further discussion they concluded that the Fund’s fees and expenses were reasonable.
Resource Real Estate Diversified Income Fund | Additional Information |
September 30, 2016 (Unaudited)
Economies of Scale. The Trustees considered whether there will be economies of scale with respect to the management of the Fund. They considered that the Adviser reported its belief that the size of the Fund would be approximately $175 million at the end of 2017 and that the Fund would likely begin to benefit from economies of scale when assets under management reach approximately $200 million. After further discussion, the Trustees concluded that the absence of breakpoints at this time was acceptable, but that economies of scale would be revisited in the future if the Fund grows materially in size.
Profitability. The Trustees reviewed the profitability analysis provided by the Adviser and noted that the Adviser had estimated that it incurred a loss over the past fiscal year due to its relationship with the Fund, due in part to the small size of the Fund and the Adviser’s participation in the Fund’s fee waiver and expense limitation arrangement. The Trustees concluded excessive profitability was not a concern.
Conclusion. Having requested and received such information from the Adviser as the Board of the Fund believed to be reasonably necessary to evaluate the terms of the Advisory Agreements, and as assisted by the advice of counsel, the Board concluded that the advisory fee is reasonable and that approval of the Advisory Agreements is in the best interests of the shareholders of the Fund.
4. SHAREHOLDER VOTE
A Special Meeting of the Shareholders of the Resource Real Estate Diversified Income Fund (the “Trust”) was held on August 26, 2016 to approve a new management agreement between Resource Real Estate, Inc. and the Trust, and adjourned until September 23, 2016. The Special Meeting was reconvened on September 23, 2016 and the Proposal was voted on and approved by Shareholders of the Fund.
6,034,170.082 Total Shares Voted of 11,478,365.936 Shares Outstanding or 52.567%.
The September 23, 2016 voting results were as follows:
Matter | Voter Type | Shares | % of Total Shares Voted |
To approve a new management agreement between Resource Financial Fund Management, Inc. and the Trust. | For | 4,837,163.717 | 42.141% |
Against | 82,056.465 | 0.714% |
Abstain | 1,114,949.900 | 2.548% |
Broker Non-Vote | 822,388.864 | 7.164% |
Annual Report | September 30, 2016 | 37 |
Resource Real Estate Diversified Income Fund | Trustees & Officers |
September 30, 2016 (Unaudited)
The business and affairs of the Fund are managed under the direction of the Trustees. Information concerning the Trustees and officers of the Fund is set forth below. Generally, each Trustee and officer serves an indefinite term or until certain circumstances such as his resignation, death or otherwise as specified in the Fund’s organizational documents. Any Trustee may be removed at a meeting of shareholders by a vote meeting the requirements of the Fund’s organizational documents. The Statement of Additional Information of the Fund includes additional information about the Trustees and officers and is available, without charge, upon request by calling the Fund’s toll‐free at 855‐747‐9559. Refer to footnote 3 of the financial statements, for additional information on Independent Trustee compensation. The Interested Trustees and officers do not receive compensation from the Fund for their services to the Fund.
Name, Address* and Year of Birth | Position/Term of Office** | Principal Occupation During the Past Five Years | Number of Portfolios in Fund Complex*** Overseen by Trustee | Other Directorships held by Trustee During Last 5 Years |
INDEPENDENT TRUSTEES |
Enrique Casanova 1973 | Trustee since 2012 | MKTG (marketing company), Vice President (December 2003 to Present) | 2 | Independent Director, RCP Reserves Holdings Manager, Inc. August 2006 to October 2012 Resource Credit Income Fund, since February 2015 |
Fred Berlinsky 1959 | Trustee since 2012, Chairman of the Board since 2012 | Markeim‐Chalmers, Inc. (commercial real estate firm), President (since March 1986) | 2 | Resource Credit Income Fund, since February 2015 |
David Burns 1974 | Trustee since 2015 | Ampure Capital, LLC (business consulting and investment banking), President (since June 2004) GT Securities (registered broker‐dealer), Registered Representative (since June 2010) Anthrotect (environmental conservation), Acting CFO (since December 2012); Doorways, LTD (residential real estate firm) (since January 2001) | 2 | Doorways, LTD, since January 2001 RCP Regents Center, June 2006 to August 2016 Resource Credit Income Fund, since February 2015 |
Resource Real Estate Diversified Income Fund | Trustees & Officers |
September 30, 2016 (Unaudited)
Name, Address* and Year of Birth | Position/Term of Office* | Principal Occupation During the Past Five Years | Number of Portfolios in Fund Complex*** Overseen by Trustee | Other Directorships held by Trustee During Last 5 Years |
INTERESTED TRUSTEES AND OFFICERS |
Alan Feldman 1963 | Trustee since 2012 and CEO since 2012 | Resource Real Estate, Inc. (the Fund's adviser) – CEO and director (since May 2004) Resource America, Inc. – SVP (since August 2002) | 2 | Resource Real Estate, Inc., since 2004 Resource Credit Income Fund, since February 2015 |
Kevin Finkel 1971 | President since 2012 | Resource Real Estate, Inc. Executive Vice President (since November 2002). | N/A | N/A |
Steven Saltzman 1963 | Treasurer since 2012 and Senior Vice President since 2012 | Resource Real Estate, Inc., Chief Financial Officer (since January 2014); Vice President – Finance (May 2004 to December 2013) Resource Credit Income Fund, Treasurer and Senior Vice President (February 2015 to May 2016) | N/A | N/A |
Darshan Patel 1970 | Secretary since 2012, Chief Compliance Officer since 2012 and Senior Vice President since 2012 | Resource Real Estate, Inc., Senior Vice President and Secretary (since October 2014) Chief Compliance Officer and Chief Legal Officer of Resource Financial Fund Management, Inc., an affiliate of Resource Real Estate, Inc. (the adviser to Resource Credit Income Fund) (since 2002) Chief Compliance Officer and President of Resource Securities, Inc. (a registered broker‐dealer), an affiliate of Resource Real Estate, Inc. (since 2004) Resource Credit Income Fund, Secretary and Senior Vice President (since February 2015) | N/A | N/A |
* | Unless otherwise noted, the address of each Trustee and Officer is c/o Resource Real Estate, Inc., One Crescent Drive, Suite 203, Philadelphia, PA 19112. |
** | The term of office for each Trustee and officer listed above will continue indefinitely. |
*** | The term "Fund Complex" refers to the Resource Real Estate Diversified Income Fund and the Resource Credit Income Fund. |
Annual Report | September 30, 2016 | 39 |
Resource Real Estate Diversified Income Fund | Privacy Notice |
(Unaudited)
Rev. 5/2014
FACTS | WHAT DOES RESOURCE REAL ESTATE DIVERSIFIED INCOME FUND DO WITH YOUR PERSONAL INFORMATION? |
| |
Why? | Financial companies choose how they share your personal information. Federal law gives consumers the right to limit some but not all sharing. Federal law also requires us to tell you how we collect, share, and protect your personal information. Please read this notice carefully to understand what we do. |
| |
What? | The types of personal information we collect and share depend on the product or service you have with us. This information can include: |
| § | Social Security number | § | Purchase History |
| § | Assets | § | Account Balances |
| § | Retirement Assets | § | Account Transactions |
| § | Transaction History | § | Wire Transfer Instructions |
| § | Checking Account Information | | |
| When you are no longer our customer, we continue to share your information as described in this notice. |
| |
How? | All financial companies need to share customers' personal information to run their everyday business. In the section below, we list the reasons financial companies can share their customers' personal information; the reasons Resource Real Estate Diversified Income Fund chooses to share; and whether you can limit this sharing. |
Reasons we can share your personal information | Does Resource Real Estate Diversified Income Fund share? | Can you limit this sharing? |
For our everyday business purposes – | | |
such as to process your transactions, maintain your account(s), respond to court orders and legal investigations, or report to credit bureaus | Yes | No |
For our marketing purposes – | No | We don't share |
to offer our products and services to you | | |
For joint marketing with other financial companies | No | We don't share |
For our affiliates' everyday business purposes – | No | We don't share |
information about your transactions and experiences | | |
For our affiliates' everyday business purposes – | No | We don't share |
information about your creditworthiness | | |
For nonaffiliates to market to you | No | We don't share |
Questions? | Call 1‐855‐747‐9559 |
Resource Real Estate Diversified Income Fund | Privacy Notice |
(Unaudited)
Who we are | | |
Who is providing this notice? | Resource Real Estate Diversified Income Fund |
What we do | | |
How does Resource Real Estate Diversified Income Fund protect my personal information? | To protect your personal information from unauthorized access and use, we use security measures that comply with federal law. These measures include computer safeguards and secured files and buildings.
Our service providers are held accountable for adhering to strict policies and procedures to prevent any misuse of your nonpublic personal information. |
| | |
How does Resource Real Estate | We collect your personal information, for example, when you |
Diversified Income Fund collect my | § | Open an account |
personal information? | § | Provide account information |
| § | Give us your contact information |
| § | Make deposits or withdrawals from your account |
| § | Make a wire transfer |
| § | Tell us where to send the money |
| § | Tells us who receives the money |
| § | Show your government‐issued ID |
| § | Show your driver's license |
| We also collect your personal information from other companies. |
| |
Why can't I limit all sharing? | Federal law gives you the right to limit only |
| § | Sharing for affiliates' everyday business purposes – information about your creditworthiness |
| § | Affiliates from using your information to market to you |
| § | Sharing for nonaffiliates to market to you |
| | |
| State laws and individual companies may give you additional rights to limit sharing. |
Definitions | | |
| | |
Affiliates | Companies related by common ownership or control. They can be financial and nonfinancial companies. |
| § | Resource Real Estate Diversified Income Fund does not share with our affiliates. |
| | |
Nonaffiliates | Companies not related by common ownership or control. They can be financial and nonfinancial companies |
| § | Resource Real Estate Diversified Income Fund does not share with nonaffiliates so they can market to you. |
| | |
Joint marketing | A formal agreement between nonaffiliated financial companies that together market financial products or services to you. |
| § | Resource Real Estate Diversified Income Fund doesn't jointly market. |
Annual Report | September 30, 2016 | 41 |
INVESTMENT ADVISER |
Resource Real Estate, Inc. |
One Crescent Drive, Suite 203 |
Philadelphia, Pennsylvania 19112 |
|
DISTRIBUTOR |
ALPS Distributors, Inc. |
1290 Broadway, Suite 1100 |
Denver, Colorado 80203 |
|
LEGAL COUNSEL |
Thompson Hine LLP |
41 South High Street, Suite 1700 |
Columbus, Ohio 43215 |
|
INDEPENDENT REGISTERED |
PUBLIC ACCOUNTING FIRM |
BBD, LLP |
1835 Market Street, 26th Floor |
Philadelphia, Pennsylvania 19103 |
|
Must be accompanied or preceded by a Prospectus. |
ALPS Distributors, Inc. is the Distributor for Resource Real Estate Diversified Income Fund. |
Item 2. Code of Ethics.
(a) | As of the end of the period covered by this report, the registrant has adopted a code of ethics that applies to the registrant’s principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, regardless of whether these individuals are employed by the registrant or a third party. |
(c) | During the period covered by this report, there have not been any amendments to the provisions of the code of ethics adopted in Item 2(a) of this report. |
(d) | During the period covered by this report, the registrant had not granted any express or implicit waivers from the provisions of the code of ethics adopted in Item 2(a) of this report. |
(f) | The registrant’s Code of Ethics is attached as an Exhibit hereto. |
Item 3. Audit Committee Financial Expert.
(a)(1)(ii) The Board of Trustees of the registrant has determined that the registrant has at least one Audit Committee Financial Expert serving on its audit committee.
(a)(2) | The Board of Trustees of the registrant has designated Mr. David M. Burns as the registrant’s Audit Committee Financial Expert. Mr. Burns is “independent” as defined in paragraph (a)(2) of Item 3 to Form N-CSR. |
Item 4. Principal Accountant Fees and Services.
(a) | Audit Fees: For the registrant’s fiscal years ended September 30, 2016 and September 30, 2015, the aggregate fees billed for professional services rendered by the principal accountant for the audit of the registrant’s annual financial statements or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements were $22,000 and $17,600, respectively. |
(b) | Audit-Related Fees: For the registrant’s fiscal years ended September 30, 2016 and September 30, 2015, the aggregate fees billed for assurance and related services by the principal accountant that are reasonably related to the performance of the audit of the registrant’s financial statements and are not otherwise reported under paragraph (a) of this Item 4 were $0 and $0, respectively. |
(c) | Tax Fees: For the registrant’s fiscal years ended September 30, 2016 and September 30, 2015, the aggregate fees billed for professional services rendered by the principal accountant for tax compliance, tax advice and tax planning, which were comprised of the preparation of Federal and state income tax returns, assistance with calculation of required income, capital gain and excise distributions and preparation of Federal excise tax returns, were $3,000 and $3,000, respectively. |
(d) | All Other Fees: For the registrant’s fiscal years ended September 2016 and September 30, 2015, the aggregate fees billed for products and services provided by the principal accountant, other than the services reported in paragraphs (a) through (c) of this Item 4, were $0 and $0, respectively. |
(e) (1) | The registrant’s audit committee is required to pre-approve all audit services and, when appropriate, any non-audit services (including audit-related, tax and all other services) to the registrant. The registrant’s audit also is required to pre-approve, when appropriate, any non-audit services (including audit-related, tax and all other services) to its adviser, or any entity controlling, controlled by or under common control with the adviser that provides ongoing services to the registrant, to the extent that the services may be determined to have an impact on the operations or financial reporting of the registrant. Services are reviewed on an engagement by engagement basis by the Audit Committee. |
| (2) | No services described in paragraphs (b) through (d) of this Item 4 were approved by the registrant’s audit committee pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X. |
(f) | During the audit of registrant's financial statements for the most recent fiscal year, less than 50 percent of the hours expended on the principal accountant's engagement were attributed to work performed by persons other than the principal accountant’s full-time, permanent employees. |
(g) | For the registrant's fiscal years ended September 30, 2016 and September 30, 2015, the aggregate non-audit fees for services billed by the registrant’s accountant for services rendered to the registrant and rendered to the registrant's investment adviser (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser) and any entity controlling, controlled by, or under common control with the adviser that provides ongoing services to the registrant were $0 and $0, respectively. |
(h) | The registrant's audit committee has considered whether the provision of non-audit services to the registrant’s investment adviser (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser), and any entity controlling, controlled by, or under common control with the investment adviser that provides ongoing services to the registrant, that were not pre-approved pursuant to paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X, is compatible with maintaining the principal accountant's independence. |
Item 5. Audit Committee of Listed Registrants.
Not applicable to the registrant.
Item 6. Investments.
(a) | The schedule of investments is included as part of the Reports to Stockholders filed under Item 1 of this report. |
(b) | Not applicable to the registrant. |
Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.
Pursuant to Rule 206(4)-6 and Rule 204-2 under the Advisers Act, it is a fraudulent, deceptive, or manipulative act, practice or course of business, within the meaning of Section 206(4) of the Advisers Act, for an investment adviser to exercise voting authority with respect to client securities, unless (i) the adviser has adopted and implemented written policies and procedures that are reasonably designed to ensure that the adviser votes proxies in the best interests of its clients, (ii) the adviser describes its proxy voting procedures to its clients and provides copies on request, and (iii) the adviser discloses to clients how they may obtain information on how the adviser voted their proxies.
The Adviser will vote proxies on behalf of its individual clients. In order to fulfill its responsibilities under the Advisers Act, the Adviser has adopted the following policies and procedures for proxy voting with regard to companies in the investment portfolio of the Fund(s).
Voting Proxies
1. All proxies sent to clients that are actually received by the Adviser (to vote on behalf of the client) will be provided to the Operations Unit.
2. The Operations Unit will generally adhere to the following procedures (subject to limited exception):
(a) A written record of each proxy received by the Adviser (on behalf of its clients) will be kept in the Adviser's files;
(b) The Operations Unit will determine which client of the Adviser holds the security to which the proxy relates;
(c) Prior to voting any proxies, the Operations Unit will determine if there are any conflicts of interest related to the proxy in question in accordance with the general guidelines set forth below. If a conflict is identified, the Operations Unit will then make a determination (which may be in consultation with outside legal counsel) as to whether the conflict is material;
(d) If no material conflict is identified pursuant to these procedures, the Operations Unit will vote the proxy in accordance with the guidelines set forth below. The Operations Unit will deliver the proxy in accordance with instructions related to such proxy in a timely and appropriate manner.
Conflicts of Interest
1. As stated above, in evaluating how to vote a proxy, the Operations Unit will first determine whether there is a conflict of interest related to the proxy in question between Adviser and its clients. This examination will include (but will not be limited to) an evaluation of whether the Adviser (or any affiliate of the Adviser) has any relationship with the company (or an affiliate of the company) to which the proxy relates outside of an investment in such company by a client of the Adviser.
2. If a conflict is identified and deemed "material" by the Operations Unit, the Adviser will determine whether voting in accordance with the proxy voting guidelines outlined below is in the best interests of the client (which may include utilizing an independent third party to vote such proxies).
3. With respect to material conflicts, the Adviser will determine whether it is appropriate to disclose the conflict to affected clients and give such clients the opportunity to vote the proxies in question themselves. However, with respect to ERISA clients whose advisory contract reserves the right to vote proxies when the Adviser has determined that a material conflict exists that affects its best judgment as a fiduciary to the ERISA client, the Adviser will:
(a) Give the ERISA client the opportunity to vote the proxies in question themselves; or
(b) Follow designated special proxy voting procedures related to voting proxies pursuant to the terms of the investment management agreement with such ERISA clients (if any).
Proxy Voting Guidelines
To be determined by the Adviser.
Disclosure of Procedures
A summary of the above proxy voting procedures will be included in Part II of the Adviser's Form ADV and will be updated whenever these policies and procedures are updated. Clients will be provided with contact information as to how they can obtain information about: (a) the Adviser’s proxy voting procedures (i.e., a copy of these procedures); and (b) how the Adviser voted proxies that are relevant to the affected client.
Record-keeping Requirements
The Operations Unit will be responsible for maintaining files relating to the Adviser’s proxy voting procedures. Records will be maintained and preserved for five years from the end of the fiscal year during which the last entry was made on record, with records for the first two years kept in the offices of the Adviser. Records of the following will be included in the files:
1. Copies of these proxy voting policies and procedures, and any amendments thereto;
2. A copy of each proxy statement that the Adviser actually received; provided, however, that the Adviser may rely on obtaining a copy of proxy statements from the SEC’s EDGAR system for those proxy statements that are so available;
3. A record of each vote that the Adviser casts;
4. A copy of any document that the Adviser created that was material to making a decision how to vote the proxies, or memorializes that decision (if any); and
5. A copy of each written request for information on how the Adviser voted such client’s proxies and a copy of any written response to any request for information on how the Adviser voted proxies on behalf of clients.
Item 8. Portfolio Managers of Closed-End Management Investment Companies.
John Snowden serves as the Fund's portfolio manager and is primarily responsible for the day-to-day management of the Fund. Prior to becoming portfolio manager for the Fund in June 2015, Mr. Snowden has been active in setting the strategy along with the Adviser’s Real Estate Securities Division to acquire and manage global REIT investment portfolios. From June 2013 until June 2015, Mr. Snowden served as Managing Director for Resource Real Estate Global Property Securities (Aust.) Pty Ltd (a company that is 75% owned by the Fund's portfolio manager). From February 2010 to April 2013, Mr. Snowden served as Managing Director, Head of Global Equity & Real Estate Securities for AIMS Snowden Global Securities Management PL (“AIMS”), a company founded by Mr. Snowden that specializes in the management of Asian and Australian real estate and equity portfolios. While at AIMS, Mr. Snowden hired and managed several U.S. REIT analysts. From January 2006 to April 2009, Mr. Snowden served as Managing Director, Head of Global Property Securities and Infrastructure for Colonial First State Global Asset Management (“Colonial”), where he was responsible for the setup of U.S. operations and the management of approximately 20 global, Australian, Asian, European and other opportunistic property investment funds. Mr. Snowden was responsible for creating Colonial’s New York City based U.S. operations. From February 1998 to January 2006, Mr. Snowden served in several leadership roles in the real estate and equities investment division of UBS Global Asset Management, reporting directly to that firm’s New York City based Global Head of Real Estate. From November 1989 to January 1998, Mr. Snowden served JPMorgan IM Australia Limited and J.P. Morgan Securities, Inc. as a Vice President with responsibility for investments in real estate, banking and financial institutions, and other industrial sectors, and he worked in their New York City office for two years. Mr. Snowden earned a Bachelor of Laws from the University of New South Wales in Sydney, Australia, and a Master of Laws from the University of Sydney in Sydney, Australia. Mr. Snowden is also a Chartered Financial Analyst (CFA).
As of September 30, 2016, Mr. Snowden owned no Fund shares and did not manage any accounts other than the Fund.
Kate Davis serves as a portfolio manager for the Fund and has served in this capacity since October 2015. Ms. Davis has over a decade of experience in real estate and finance and joined the Adviser in July 2014. From January 2013 until July 2014, Ms. Davis served as Vice President at an affiliate of the Adviser, Resource Capital Corp, where she was responsible for underwriting commercial real estate mortgage loans across all asset classes. From August 2009 until December 2012, Ms. Davis worked in Corporate Finance for Microsoft. During that time, Ms. Davis rose in the ranks to become a Finance Manager with responsibility for a $150 million budget within Microsoft’s IT division. From 2003 to 2008, Ms. Davis was Vice President at Tandem Realty Corp, a real estate private equity firm, overseeing the development and management of commercial office and residential projects. Ms. Davis earned a Bachelor of Science degree in Finance from the University of Illinois at Urbana-Champaign, and a Master of Business Administration degree from the University of Chicago Booth School of Business.
As of September 30, 2016, Ms. Davis owned between $10,001 and $50,000 in Fund shares and did not manage any other accounts in addition to the Fund.
Item 9. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliates Purchasers.
None.
Item 10. Submission of Matters to a Vote of Security Holders.
None.
Item 11. Controls and Procedures.
(a) | Based on an evaluation of the registrant’s disclosure controls and procedures as of a date within 90 days of the filing date of this report, the registrant’s principal executive officer and principal financial officer have concluded that the disclosure controls and procedures are reasonably designed to ensure that the information required in filings on Form N-CSR is recorded, processed, summarized and reported by the filing date, including that information required to be disclosed is accumulated and communicated to the registrant’s management, including the registrant’s principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure. |
(b) | There were no significant changes in the registrant’s internal control over financial reporting that occurred during the registrant’s last fiscal half-year that have materially affected, or are reasonably likely to materially affect, the registrant’s internal control over financial reporting. |
Item 12. Exhibits.
(a)(1) | Registrant’s Financial Officer Code of Ethics is filed herewith as Exhibit 12(a)(1). |
(a)(2) | Certifications required by Item 12(a)(2) of Form N-CSR are filed herewith as Exhibit 99.CERT. |
(b) | Certifications required by Item 12(b) of Form N-CSR are filed herewith as Exhibit 99.906CERT. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
RESOURCE REAL ESTATE DIVERSIFIED INCOME FUND
By: | /s/ Alan Feldman | |
| Alan Feldman | |
| Chief Executive Officer (Principal Executive Officer) | |
| | |
Date: | December 8, 2016 | |
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
By | (Signature and Title) | |
| | |
By: | /s/ Alan Feldman | |
| Alan Feldman | |
| Chief Executive Officer (Principal Executive Officer) | |
| | |
Date: | December 8, 2016 | |
By | (Signature and Title) | |
| | |
By: | /s/ Steven R. Saltzman | |
| Steven Saltzman | |
| Treasurer (Principal Financial Officer) | |
| | |
Date: | December 8, 2016 | |