Resource Real Estate Diversified Income Fund (the “Fund”)Supplement No. 3 dated May 5, 2020 to theProspectus dated January 15, 2020,as previously supplemented on February 3, 2020 and April 17, 2020 (the “Prospectus”)Supplement No. 3 dated May 5, 2020 to theStatement of Additional Information dated January 15, 2020,as previously supplemented on February 3, 2020 and April 3, 2020 (the “Statement of AdditionalInformation”)The disclosure under “Proposed Reorganization” under “MANAGEMENT OF THE FUND” is deletedin its entirety and replaced with the following:On December 7, 2019, Resource America, Inc., Resource Real Estate, LLC (the “Adviser”),Resource Alternative Advisor, LLC (together with Resource America, Inc. and the Adviser,“Resource”) and C-III Capital Partners LLC entered into an Asset Purchase Agreement (the “AssetPurchase Agreement”) with Goldman Sachs Asset Management, L.P. (“GSAM”), pursuant towhich GSAM will acquire certain assets related to Resource’s investment management business(the “Transaction”).On December 3, 2019, at a meeting of the Board of Trustees (the “Board”) of the Fund, the Boardconsidered and unanimously approved an Agreement and Plan of Reorganization (the “Plan ofReorganization”) by and among the Fund, the Adviser, the Goldman Sachs Real Estate DiversifiedIncome Fund (the “GS Real Estate Fund”) and GSAM (the investment adviser to the GS Real EstateFund). Pursuant to the Plan of Reorganization, if various conditions are satisfied, the Fund will bereorganized into the GS Real Estate Fund, whereby the GS Real Estate Fund will receive all of theassets and assume certain stated liabilities of the Fund (the “Reorganization”). In connection withthe Reorganization, each shareholder of the Fund will receive shares of the GS Real Estate Fund.The Reorganization is intended to be a tax-free transaction to shareholders. Additionally, Fundshareholders will not incur any transaction charges as a result of the Reorganization.The Transaction and the Reorganization are expected to close on or about May 15, 2020, but aresubject to certain approvals and conditions to closing. The Fund’s shareholders approved theReorganization at a special meeting of the Fund’s shareholders held on May 1, 2020.In order to accommodate an orderly closing of the Transaction and the Reorganization, May12, 2020 is the last day that the Fund will accept purchase orders for shares or sell additionalshares of the Fund. The Fund remains open to new accounts and shareholders can continue topurchase shares through close of business on May 12, 2020, subject to the current limitations andconditions described in this Prospectus.This Supplement, the Prospectus and the Fund’s Statement of Additional Information, provide relevantinformation for all shareholders and should be retained for future reference. The Prospectus and Statementof Additional Information have been filed with the Securities and Exchange Commission and areincorporated herein by reference. The Prospectus and Statement of Additional Information can be obtainedwithout charge by calling toll-free (855) 747-9559.
Resource Real Estate Diversified Income Fund (the “Fund”)Supplement No. 2 dated April 17, 2020 to theProspectus dated January 15, 2020, as previously supplemented on February 3, 2020 (the “Prospectus”)1. The disclosure under “Market Risk” under “RISK FACTORS” is deleted and replaced with the following:An investment in shares is subject to investment risk, including the possible loss of the entire principal amount invested. An investment in sharesrepresents an indirect investment in the securities owned by the Fund. The value of these securities, like other market investments, may move up or down,sometimes rapidly and unpredictably. The value of your shares at any point in time may be worth less than the value of your original investment, evenafter taking into account any reinvestment of dividends and distributions.In addition, the Fund is subject to the risk that geopolitical and other events will disrupt the economy on a national or global level. For instance, war,terrorism, market manipulation, government defaults, government shutdowns, political changes or diplomatic developments, public health emergencies(such as the spread of infectious diseases, pandemics and epidemics) and natural/environmental disasters can all negatively impact the securities markets,which could cause the Fund to lose value. The current novel coronavirus (COVID-19) global pandemic and the aggressive responses taken by manygovernments, including closing borders, restricting international and domestic travel, and the imposition of prolonged quarantines or similar restrictions,as well as the forced or voluntary closure of, or operational changes to, many retail and other businesses, have had negative impacts, and in many casessevere negative impacts, on markets worldwide. It is not known how long such impacts, or any future impacts of other significant events described above,will or would last, but there could be a prolonged period of global economic slowdown, which may negatively impact the performance of the Fund’sinvestments or decrease the liquidity of those investments. Therefore, the Fund could lose money over short periods due to short-term market movementsand over longer periods during more prolonged market downturns.2. As of April 15, 2020, the Fund’s net asset value per share was 9.45 for Class A shares, 9.45 for Class C shares, 9.85 for Class I shares, 9.45 for Class L shares,and 9.60 for Class W shares.This Supplement, the Prospectus and the Fund’s Statement of Additional Information dated January 15, 2020 (the “Statement of Additional Information”), as previouslysupplemented provide relevant information for all shareholders and should be retained for future reference. The Prospectus and Statement of Additional Information havebeen filed with the Securities and Exchange Commission and are incorporated herein by reference. The Prospectus and Statement of Additional Information can beobtained without charge by calling toll-free (855) 747-9559.
Resource Real Estate Diversified Income Fund (the “Fund”)Supplement dated February 3, 2020 to theProspectus and Statement of Additional Information (“SAI”),each dated January 15, 2020Effective as of February 3, 2020, the Fund has suspended the offering of its Class D and T shares untilfurther notice.IF YOU HAVE QUESTIONS, PLEASE CONTACT THE FUND AT 1-855-747-9559.This Supplement, the Prospectus and the SAI provide relevant information for all shareholders andshould be retained for future reference. These documents have been filed with the Securities andExchange Commission and are incorporated herein by reference. These documents can be obtainedwithout charge by calling toll-free 1-855-747-9559.
PROSPECTUSClass W Shares (WRREX)of Beneficial InterestJanuary 15, 2020Resource Real Estate Diversified Income Fund (the “Fund”) is a continuously offered, diversified, closed-end management investment company that is operated as an interval fund.Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved these securities or determined if this prospectus istruthful or complete. Any representation to the contrary is a criminal offense.This prospectus concisely provides the information that a prospective investor should know about the Fund before investing. You are advised to read this prospectuscarefully and to retain it for future reference. Additional information about the Fund’s Class W shares, including a Statement of Additional Information (“SAI”) dated January15, 2020, has been filed with the Securities and Exchange Commission (“SEC”). The SAI is available upon request and without charge by writing the Fund at c/o DST Systems,Inc., P.O. Box 219169, Kansas City, MO 64121, or by calling toll-free 1-855-747-9559. The table of contents of the SAI appears on page 33 of this prospectus. You mayrequest the Fund’s SAI, annual and semi-annual reports when available, and other information about the Fund or make shareholder inquiries by calling 1-855-747-9559or by visiting www.ResourceAlts.com. The SAI, which is incorporated by reference into (legally made a part of) this prospectus, is also available on the SEC’s website athttp://www.sec.gov. The address of the SEC’s website is provided solely for the information of prospective shareholders and is not intended to be an active link.Investment Objectives. The Fund’s investment objectives are to produce income and achieve capital appreciation with low to moderate volatility and low to moderatecorrelation to the broader equity markets.The Fund pursues its investment objectives by investing, under normal circumstances, at least 80% of its assets (defined as net assets plus the amount of any borrowingfor investment purposes) in real estate and real estate related industry securities, as further described in this prospectus.As discussed in this prospectus under “INVESTMENT OBJECTIVES, POLICIES AND STRATEGIES,” the Fund may use a “value-added” strategy that is a medium-to-highrisk/medium-to-high return strategy that typically focuses on aggressive active asset management and may employ substantial amounts of leverage.Securities Offered. The Fund engages in a continuous offering of shares of beneficial interest of the Fund. The Fund has registered 47,987,658 shares (25,000,000 sharesin 2012, 15,000,000 shares in 2017, and 7,987,658 in 2019) and is authorized as a Delaware statutory trust to issue an unlimited number of shares. The Fund is offering tosell, through its principal underwriter, ALPS Distributors, Inc. (the “Distributor”), under the terms of this prospectus, 47,987,658 shares of beneficial interest, less sharespreviously sold, at the net asset value (“NAV”) per share of the relevant share class, plus the applicable sales load. As of January 2, 2020, the Fund’s net asset value pershare was 10.69 for Class W shares. Any sales load will be deducted from the proceeds paid to the Fund. Class W shares are not subject to sales loads. The minimum initialinvestment by a shareholder for Class W shares is 2,500 for regular accounts and 1,000 for retirement plan accounts. Subsequent investments may be made with in anamount not less than 100 under the Fund’s automatic investment program. Subsequent investment not made pursuant to the automatic investment program may bemade in an amount not less than 1,000. The Fund reserves the right to waive minimum investment amounts. The Fund is offering to sell its shares, on a continual basis,through the Distributor. The Distributor is not required to sell any specific number or dollar amount of the Fund’s shares, but will use reasonable efforts to sell the shares.Funds received will be invested promptly and no arrangements have been made to place such funds in an escrow, trust or similar account. Assets that cannot be investedpromptly in real estate or real estate related industry securities will be invested in cash or cash equivalents. During the continuous offering, shares of the Fund will be soldat the next determined NAV plus any applicable sales load. See “Plan of Distribution.” The Fund’s continuous offering is expected to continue in reliance on Rule 415 underthe Securities Act of 1933, as amended (the “Securities Act”), until the Fund has sold shares in an amount equal to approximately 1 billion.Use of Leverage. The Fund maintains a bank credit line and may use it to employ leverage in an amount of up to 33% of the Fund’s assets (defined as net assets plusborrowing for investment purposes). The Fund is authorized to borrow money in connection with its investment activities, to satisfy repurchase requests from Fundshareholders, and to otherwise provide the Fund with temporary liquidity. The Fund may invest in publicly traded investment funds managed by unaffiliated institutionalasset managers (“Public Investment Funds”) that may use leverage subject to limitations under applicable law with respect to such Public Investment Fund. The Fund mayalso invest in private real estate investment funds that invest in real estate equity (“Private Real Estate Equity Funds”) and private real estate investment funds that investin real estate credit (“Private Real Estate Credit Funds”) managed by unaffiliated institutional asset managers (collectively, “Private Real Estate Investment Funds”) that mayuse leverage without limit. Accordingly, the Fund, through its investments in Public Investment Funds and Private Real Estate Investment Funds, may be exposed to therisk of highly leveraged investment programs. For a discussion of the risks associated with the leveraged capital structure, please refer to pages 20-22 of this prospectus.Distributions. The amount of distributions that the Fund may pay, if any, is uncertain. The Fund may pay distributions in significant part from sources that may notbe available in the future and that are unrelated to its performance, such as from offering proceeds, borrowings and other amounts that are subject to repayment.Certain Risks. Investing in the Fund’s shares involves risks, including the following: Shares of the Fund are not listed on any securities exchange, which makes them inherently illiquid.There is no secondary market for the Fund’s shares, and it is not anticipated that a secondary market will develop.Shares of the Fund are not redeemable. Thus, an investment in the Fund may not be suitable for investors who may need the money they invest in aspecified time frame.Although the Fund will offer to repurchase at least 5% of outstanding shares on a quarterly basis in accordance with the Fund’s repurchase policy, the Fundwill not be required to repurchase shares at a shareholder’s option nor will shares be exchangeable for units, interests or shares of any security.The Fund is not required to extend, and shareholders should not expect the Fund’s Board of Trustees to authorize, repurchase offers in excess of 5% ofoutstanding shares.Regardless of how the Fund performs, an investor may not be able to sell or otherwise liquidate his, her or its shares whenever such investor would preferand, except to the extent permitted under the quarterly repurchase offer, will be unable to reduce his or her exposure on any market downturn.If and to the extent that a public trading market ever develops, shares of closed-end investment companies, such as the Fund, may have a tendency totrade frequently at a discount from their NAV per share and initial offering prices.See “Risk Factors” below in this prospectus.Beginning in 2021, as permitted by regulations adopted by the SEC, paper copies of the Fund’s shareholder reports will no longer be sent by mail, unless you specificallyrequest paper copies of the reports from the Fund or from your financial intermediary, such as a broker-dealer or bank. Instead, the reports will be made available on awebsite, and you will be notified by mail each time a report is posted and provided with a website link to access the report.If you already elected to receive shareholder reports electronically, you will not be affected by this change and you need not take any action. You may elect to receiveshareholder reports and other communications from the Fund electronically by calling the Fund at (855) 747-9559, or submit a signed letter of instruction requestingpaperless reports to PO Box 219169, Kansas City, MO 64121. If you own these shares through a financial intermediary, you may contact your financial intermediary torequest your shareholder reports electronically.You may elect to receive all future reports in paper free of charge. You can inform the Fund that you wish to continue receiving paper copies of your shareholder reportscalling the Fund at (855) 747-9559, or by submitting a signed letter of instruction requesting paper reports to PO Box 219169, Kansas City, MO 64121. If you own theseshares through a financial intermediary, contact the financial intermediary to request paper copies. Your election to receive reports in paper will apply to all funds held withthe fund complex or your financial intermediary.Investment AdviserResource Real Estate, LLC (the “Adviser”)
TABLE OF CONTENTSPAGEPROSPECTUS SUMMARY 1FUND EXPENSES 8FINANCIAL HIGHLIGHTS 9THE FUND 9USE OF PROCEEDS 10INVESTMENT OBJECTIVES, POLICIES AND STRATEGIES 10RISK FACTORS 16MANAGEMENT OF THE FUND 22DETERMINATION OF NET ASSET VALUE 24CONFLICTS OF INTEREST 26QUARTERLY REPURCHASES OF SHARES 26DISTRIBUTION POLICY 28DIVIDEND REINVESTMENT POLICY 28U.S. FEDERAL INCOME TAX MATTERS 29DESCRIPTION OF CAPITAL STRUCTURE AND SHARES 30ANTI-TAKEOVER PROVISIONS IN THE DECLARATION OF TRUST 30PLAN OF DISTRIBUTION 30LEGAL MATTERS 33REPORTS TO SHAREHOLDERS 33HOUSEHOLDING 33INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 33ADDITIONAL INFORMATION 33TABLE OF CONTENTS OF THE STATEMENT OF ADDITIONAL INFORMATION 33PRIVACY NOTICE 34
PROSPECTUS SUMMARYThis summary does not contain all of the information that you should consider before investing in the shares. You should review the more detailedinformation contained or incorporated by reference in this prospectus and in the SAI, particularly the information set forth under the heading“Risk Factors.”The Fund. Resource Real Estate Diversified Income Fund is a continuously offered, diversified, closed-en