UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
| FORM N-17f-2 | OMB APPROVAL | |
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Certificate of Accounting of Securities and Similar Investments in the Custody of Management Investment Companies |
OMB Number: 3235-0360 Expires: March 31, 2021 Estimated average burden hours per response 2.0 |
Pursuant to Rule 17f-2 [17 CFR 270.17f-2]
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1. Investment Company Act File Number:
811-22749 |
Date examination completed:
July 27, 2020 | |||||||
| 2. State identification number: | ||||||||
| AL | AK | AZ | AR | CA | CO | |||
| CT | DE | DC | FL | GA | HI | |||
| ID | IL | IN | IA | KS | KY | |||
| LA | ME | MD | MA | MI | MN | |||
| MS | MO | MT | NE | NV | NH | |||
| NJ | NM | NY | NC | ND | OH | |||
| OK | OR | PA | RI | SC | SD | |||
| TN | TX | UT | VT | VA | WA | |||
| WV | WI | WY | PUERTO RICO | |||||
| Other (specify): | ||||||||
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3. Exact name of investment company as specified in registration statement:
Resource Real Estate Diversified Income Fund
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4. Address of principal executive office (number, street, city, state, zip code):
717 Fifth Avenue, 18th Floor, New York, NY 10022 | ||||||||
INSTRUCTIONS
This Form must be completed by investment companies that have custody of securities or similar investments.
Investment Company
| 1. | All items must be completed by the investment company. |
| 2. | Give this Form to the independent public accountant who, in compliance with Rule 17f-2 under the Act and applicable state law, examines securities and similar investments in the custody of the investment company. |
Accountant
| 3. | Submit this Form to the Securities and Exchange Commission and appropriate state securities administrators when filing the certificate of accounting required by Rule 17f-2 under the Act and applicable state law. File the original and one copy with the Securities and Exchange Commission’s principal office in Washington, D.C., one copy with the regional office for the region in which the investment company’s principal business operations are conducted, and one copy with the appropriate state administrator(s), if applicable. |
THIS FORM MUST BE GIVEN TO YOUR INDEPENDENT PUBLIC ACCOUNTANT
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SEC 2198 (04-09)
SEC’s Collection of Information
An agency may not conduct or sponsor, and a person is not required to respond to, a collection of information unless it displays a currently valid OMB control number. Filing of Form N-17f-2 is mandatory for an investment company that has custody of securities or similar investments. Rule 17f-2 under section 17(f) of the Investment Company Act of 1940 requires the investment company to retain an independent public accountant to verify the company’s securities and similar investments by actual examination three times during each fiscal year. The accountant must prepare a certificate stating that the examination has occurred and describing the examination, and must transmit the certificate to the Commission with Form N-17f-2 as a cover sheet. The Commission uses the Form to ensure that the certificate is properly attributed to the investment company. The Commission estimates that the burden of completing Form N-17f-2 is approximately 1.0 hours per filing. Any member of the public may direct to the Commission any comments concerning the accuracy of the burden estimate of this Form, and any suggestions for reducing this burden. This collection of information has been reviewed by the Office of Management and Budget in accordance with the clearance requirements of 44 U.S.C. ß 3507. Responses to this collection of information will not be kept confidential.
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MANAGEMENT STATEMENT REGARDING COMPLIANCE WITH CERTAIN PROVISIONS OF THE INVESTMENT COMPANY ACT OF 1940
July 27, 2020
We, as members of management of the Resource Real Estate Diversified Income Fund (the “Fund”), are responsible for complying with the requirements of subsections (b) and (c) of Rule 17f-2, “Custody of Investments by Registered Management Investment Companies,” of the Investment Company Act of 1940. We are also responsible for establishing and maintaining effective internal controls over compliance with those requirements. We have performed an evaluation of the Fund’s compliance with the requirements of subsections (b) and (c) of Rule 17f-2 as of March 31, 2020 and for the period from September 30, 2019 through March 31, 2020.
Based on this evaluation, we assert that the Fund was in compliance with the requirements of subsections (b) and (c) of Rule 17f-2 of the Investment Company Act of 1940 as of March 31, 2020, and for the period from September 30, 2019 through March 31, 2020 with respect to securities reflected in the investment accounts of the Fund.
Resource Real Estate Diversified Income Fund
| /s/ Alan Feldman |
Alan Feldman, Chief Executive Officer and President
| /s/ Steven R. Saltzman |
Steven R. Saltzman, Chief Financial Officer
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Trustees of
Resource Real Estate Diversified Income Fund
We have examined management's assertion, included in the accompanying Management Statement Regarding Compliance With Certain Provisions of the Investment Company Act of 1940, that the Resource Real Estate Diversified Income Fund (the “Fund”) complied with the requirements of subsections (b) and (c) of Rule 17f-2 under the Investment Company Act of 1940 as of March 31, 2020. Management is responsible for its assertion about compliance with the requirements of subsections (b) and (c) of Rule 17f-2 of the Act (the specified requirements). Our responsibility is to express an opinion on management's assertion about the Fund’s compliance based on our examination.
Our examination was conducted in accordance with attestation standards established by the American Institute of Certified Public Accountants. Those standards require that we plan and perform the examination to obtain reasonable assurance about whether management’s assertion about compliance with the specified requirements is fairly stated, in all material respects. An examination involves performing procedures to obtain evidence about whether management's assertion is fairly stated in all material respects. The nature, timing, and extent of the procedures selected depend on our judgment, including an assessment of the risks of material misstatement of management's assertion, whether due to fraud or error. We believe that the evidence we obtained is sufficient and appropriate to provide a reasonable basis for our opinion.
Included among our procedures were the following tests performed as of March 31, 2020, and with respect to agreement of security withdrawals and contributions, for the period from September 30, 2019 (the date of our last examination) through March 31, 2020:
| • | Confirmation of all securities maintained by Resource Alternative Advisor, LLC (the “Advisor”) and with each respective issuer. |
| • | Reconciliation of all such securities to the books and records of the Fund to each respective issuer. |
| • | Reviewed and confirmed one withdrawal and six contributions transaction to the books and records of the Fund to the respective issuer. |
| • | Review of the SS&C ALPS Fund Services, Inc. Fund Accounting Service Organization Control Report (SOC 1 Report) for the period April 1, 2019 to March 31, 2020 noting no relevant findings reported in the areas of Trade Processing and Security Master File. |
We believe that our examination provides a reasonable basis for our opinion. Our examination does not provide a legal determination on the Fund’s compliance with specified requirements.
In our opinion, management's assertion that the Resource Real Estate Diversified Income Fund complied with the requirements of subsections (b) and (c) of Rule 17f-2 of the Investment Company Act of 1940 as of March 31, 2020, with respect to securities reflected in the investment account of the Fund is fairly stated, in all material respects.
This report is intended solely for the information and use of management and the Board of Trustees of the Resource Real Estate Diversified Income Fund and the Securities and Exchange Commission and is not intended to be and should not be used by anyone other than these specified parties.
BBD, LLP
Philadelphia, Pennsylvania
July 27, 2020
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