CD PRIVATE EQUITY FUND II — Capital/Financing Update 2013

Apr 4, 2013

4 April 2013

==> picture [595 x 145] intentionally omitted <==

ASX Limited Exchange Centre Level 6, 20 Bridge Street Sydney NSW 2000

US SELECT PRIVATE OPPORTUNITIES FUND II (Fund)

On 19 March 2013, US Select Private Opportunities Fund II ( Fund ) completed its initial raising, receiving applications for 38,112,398 new Units for a total consideration of $60,979,836.80 ( Offer ).

The pro forma Statements of Financial Position post raising (see Financial Information on page 2) shows that the Fund has cash or cash equivalent holdings of $58,418,339.62. The cash position reflects pro forma adjustments for the proceeds received from the raising net of issuance expenses and ASX listing fees.

For further information, contact:

Hannah Chan 1300 454 801

==> picture [595 x 69] intentionally omitted <==

==> picture [595 x 145] intentionally omitted <==

Financial Information

The pro forma Statements of Financial Position have been prepared to illustrate the financial position of the Fund following the completion of the Offer and the expenditure of funds associated with the Offer.

A$	Subscription of
Assets / liabilities	$60,979,837
Cash	58,418,340
Liabilities	-
Net assets / equity	58,418,340
NAVper Unit	1.53

A reconciliation of the pro forma cash position is shown below:

A$	Subscription of
	$60,979,837
Pro forma adjustment – Proceeds of the Offer	60,979,837
Pro forma adjustment – Expenses of the Offer	2,561,497
Pro forma net cash position	58,418,340

The pro forma Statements of Financial Position have been prepared on the basis of the following assumptions:

• a) Application of the significant accounting policies set out in Section 8.3 of the PDS;

• b) The column headed “Subscription of $60,979,837” has been prepared on the basis of subscriptions of 38,112,398 Units by applicants under the PDS at an issue price of $1.60 per Unit;

• c) Expenses related to the Offer paid by the Fund included a structuring & arranging fee of 2.2% (including GST), a handling fee of 2.2% (including GST) and ASX listing fees (including GST). These fees are based on gross proceeds raised by the Offer and have been reduced by the portion of input tax credit that is entitled; and

• d) No interest was earned by the Fund during the offer period.

==> picture [595 x 69] intentionally omitted <==