CD PRIVATE EQUITY FUND II — Proxy Solicitation & Information Statement 2014

Jun 19, 2014

US Select Private Opportunities Fund II (ARSN 162 057 089) Notice of General Meeting

Notice is given that the General Meeting of members of US Select Private Opportunities Fund II ( Fund ) will be held as follows:

Date:

Tuesday, 15 July 2014

Time: 10:30am

Venue: Level 15, 100 Pacific Highway, North Sydney NSW 2060

BUSINESS

Resolution 1 – Further Units Issue

To consider, and if thought fit, to pass the following resolution as an ordinary resolution :

“For the purposes of Listing Rule 7.1, that the issue of 25,000,000 Units at the issue price and on the terms and conditions set out in the Explanatory Memorandum, is authorised and approved.”

Voting Exclusion Statement:

The Fund will disregard any votes cast on Resolution 1 by a person who may participate in the proposed issue of Units and a person who might obtain a benefit as a result of the proposed issue of Units (except a benefit obtained solely in the capacity as a Unitholder) and an associate of those persons.

However, the Fund need not disregard a vote if it is cast by:

• (a) a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or

• (b) the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

Other Information

An Explanatory Memorandum accompanies and forms part of this Notice of General Meeting.

All Unitholders should read the Explanatory Memorandum carefully and in its entirety. Unitholders who are in doubt regarding any part of the business of the General Meeting should consult their financial or legal advisor for assistance.

Proxies

Any Unitholder entitled to attend and vote at this General Meeting is entitled to appoint not more than two proxies to attend and vote in his/her stead.

A proxy need not be a Unitholder of the Fund.

If the Unitholder appoints two proxies, the Unitholder may specify the proportion or number of votes each proxy is entitled to exercise. If no proportion or number of votes is specified, each proxy may exercise half of the votes. If the specified proportion or number of votes exceeds that which the Unitholder is entitled to, each proxy may exercise half of the Unitholders votes. Any fractions of votes brought about by the apportionment of votes to a proxy will be disregarded.

Proxies must be:

• (a) lodged by posting them or delivering them by hand to the address specified below;

• (b) received at the fax number specified below; or

• (c) registered online at www.boardroomlimited.com.au/vote/usgegm2014

not later than 48 hours before the General Meeting i.e. 10:30am (Sydney time) on Sunday, 13 July 2014.

Address: Level 7, 207 Kent Street, Sydney NSW 2000

Fax number: +61 2 9290 9655

A form of proxy is provided with this Notice.

Entitlement to Vote

In accordance with section 1074E(2)(g)(i) of the Corporations Act and regulation 7.11.37 of the Corporations Regulations, the Fund has determined that for the purposes of the General Meeting all Units will be taken to be held by the persons who held them as registered holders at 7.00pm on 13 July 2014. Accordingly, Unit transfers registered after that time will be disregarded in determining entitlements to attend and vote at the General Meeting.

By order of the Board

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Hannah Chan Secretary 20 June 2014

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US Select Private Opportunities Fund II (ARSN 162 057 089) Explanatory Memorandum

This Explanatory Memorandum relates to the General Meeting of members of the US Select Private Opportunities Fund II ( Fund ) to be held at Level 15, 100 Pacific Highway, North Sydney NSW 2060 on Tuesday, 15 July 2014 at 10:30am.

Resolution 1 – Further Units Issue

Resolution 1 seeks Unitholder approval pursuant to Listing Rule 7.1 for the issue of 25,000,000 Units ( Relevant Units ) by the Fund. The Responsible Entity proposes to issue the Relevant Units pursuant to an offer ( Offer ) to be made to existing Unitholders and other investors in accordance with a product disclosure statement to be issued by the Responsible Entity of the Fund on or about 20 June 2014 ( June 2014 PDS ). The Fund currently only has capacity under Listing Rule 7.1 to issue up to 5,716,859 Units without Unitholder approval. The June 2014 PDS will be issued to existing Unitholders and other investors in accordance with Chapter 7 of the Corporations Act.

Under Listing Rule 7.3.2, the Fund must issue the Relevant Units within 3 months of the date of the General Meeting, otherwise the approval under Resolution 1 (if passed) will lapse. To provide the Responsible Entity with sufficient flexibility to comply with the requirements of Listing Rule 7.3.2, in the event that not all of the Relevant Units are issued pursuant to the June 2014 PDS, Unitholder approval is also being sought under Resolution 1 for the issue of any unissued Relevant Units pursuant to any further capital raising conducted by the Responsible Entity, as long as any such unissued Relevant Units are issued during the 3 month period following the date of the General Meeting.

All the Relevant Units whether they are issued under the June 2014 PDS or under any further capital raising conducted by the Responsible Entity as described above, will be issued at the issue price, and on the terms and conditions, set out in this Explanatory Memorandum and they will also rank equally with and have the same terms as existing Units in the Fund.

The Fund’s Constitution provides that if the Units are Officially Quoted, the application price for Units will be the Market Price, but the Responsible Entity may determine a different application price in relation to some Units, a Class or all Units to the extent it is permissible to do so by ASIC Relief (and subject to the terms of that ASIC Relief). For the purpose of determining the application price for Units under the Offer, the Responsible Entity will rely on the relief provided under ASIC Class Order [CO 13/655]. The Responsible Entity has published on the Fund’s website, a notice that it will rely on the relief provided under ASIC Class Order [CO 13/655].

ASX Listing Rule 7.3.3 requires this Explanatory Memorandum to state either a fixed price or a minimum price at which Units will be issued. The application price for Units issued under the June 2014 PDS is $1.708 per Unit. Therefore, any Relevant Units issued pursuant to the Offer will be issued at this price.

With respect to any Relevant Units that remain unissued following the completion of the Offer, and which will be issued pursuant to any further capital raising conducted by the Responsible Entity during the 3 month period following the date of the General Meeting, the Responsible Entity seeks approval from Unitholders to issue such Relevant Units on the basis that the issue price will be no lower than 80% of the average daily VWAP of Units recorded over the last 5 days on which Units traded on ASX immediately prior to the date on which they are issued. While subject to trading in Units on ASX over this calculation period, the Responsible Entity expects to issue such Relevant Units above this minimum price.

The Fund has committed all equity raised to date; having successfully secured investments worth US$67 million in eight highly attractive US small-to-medium sized private investment funds. The proceeds from the issue of the Relevant Units will be utilised by the Fund to opportunistically take advantage of attractive market conditions as they arise, and secure additional fund investments at attractive valuation levels. These proceeds will also allow the Fund to further diversify the portfolio, reduce administrative overheads per Unit by spreading those costs over a larger base and, over time, enhance liquidity in the secondary market.

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The issue of Relevant Units under the June 2014 PDS will take place after the passage of Resolution 1 and the close of the Offer, but in any event within 3 months of the date of the General Meeting. As stated above, any Relevant Units that remain unissued following the completion of the Offer, and which will be issued pursuant to any further capital raising conducted by the Responsible Entity will be issued during the 3 month period following the date of the General Meeting.

It should be noted that Unitholders who vote in favour of Resolution 1 and whose votes are counted will not be eligible to participate in any capital raisings that are undertaken pursuant to the approval obtained for Resolution 1. However, the Responsible Entity intends to separately seek to raise additional funding from existing Unitholders by issuing Units at $1.68 per Unit under a unit purchase plan which is intended to open on or about the date of the June 2014 PDS.

Should Unitholder approval not be granted at the General Meeting, the Responsible Entity intends to issue up to 5,716,859 Units pursuant to the June 2014 PDS, under the Fund’s existing Listing Rule 7.1 capacity.

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Glossary

ASIC Relief means an exemption or declaration granted by ASIC which gives release from certain provisions of the Corporations Act.

ASX means ASX Limited (ACN 008 624 691) and, where the context requires, the market operated by it.

Class means a class of Units.

Constitution means the constitution of the Fund.

Corporations Act means the Corporations Act 2001 (Cth).

Distribution Calculation Date has the meaning given to that term in the Constitution.

Director means a director of the Responsible Entity of the Fund.

Explanatory Memorandum means this explanatory memorandum to the Notice of General Meeting.

Fund means US Select Private Opportunities Fund II (ARSN 162 057 089).

General Meeting means this general meeting.

Income Distribution has the meaning given to that term in the Constitution.

June 2014 PDS means the product disclosure statement proposed to be issued by the Responsible Entity on or about 20 June 2014.

Listing Rules means the listing rules of the ASX.

Market Price has the meaning given to that term in the Constitution.

Notice of General Meeting means this notice of general meeting.

Officially Quoted means quoted on the official list of a Prescribed Financial Market including the situation where any such quotation is suspended for a continuous period not exceeding 60 days.

Prescribed Financial Market has the meaning given to that term in the Corporations Act.

Responsible Entity means Walsh & Company Investments Limited (ACN 152 367 649).

Trust has the meaning given to that term in the Constitution.

Unit means an ordinary unit in the Fund.

Unitholder means a holder of a Unit.