US MASTERS RESIDENTIAL PROPERTY FUND — Proxy Solicitation & Information Statement 2012

Dec 17, 2012

US Masters Residential Property Fund (ARSN 150 256 161) Notice of Extraordinary General Meeting

Notice is given that the Extraordinary General Meeting of members of US Masters Residential Property Fund ( Fund ) will be held as follows:

Date: Thursday 24 January 2013 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 :

“That, conditional upon the approval of Resolution 2, that the issue of 1,317,394 Units to the entities set out in the Explanatory Memorandum at an issue price of $1.61 per Unit less $0.05 per Unit, being the amount for period ending 31 December 2012 Distribution, and otherwise on the terms and conditions set out in the Explanatory Memorandum, is authorised and approved.”

Without limitation, Listing Rule 10.11 is relevant to this resolution.

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 an associate of those persons 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).

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 the direction on the proxy form to vote as the proxy decides.

Resolution 2 – Amendments to Constitution

To consider, and if thought fit, to pass the following resolution as a special resolution :

“That, conditional upon the approval of Resolution 1, the Constitution be amended by inserting the following text as new Clause 5.1(f):

• (f) The Application Price for Units to be issued pursuant to a resolution put to Unitholders at the extraordinary general meeting of Unitholders of the Trust to be held on or about 24 January 2013 will be the amount equal to $1.61 per Unit less $0.05 per Unit, being the amount declared as Income Distribution by the Responsible Entity in accordance with Clause 10.3, calculated on a per Unit basis, with a Distribution Calculation Date of 31 December 2012.”

Without limitation, section 601GC(1)(a) of the Corporations Act and Clauses 5.1 and 10.3 of the Constitution is relevant to this resolution.

Resolution 3 – Ratification of allotment and issue of Units

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

“That, the issue of 8,504,229 Units completed on 11 December 2012, details of which are set out in the Explanatory Memorandum accompanying this Notice Meeting, be ratified and approved.”

Without limitation, Listing Rule 7.4 is relevant to this resolution.

Voting Exclusion Statement:

The Fund will disregard any votes cast on Resolution 3 by a person who participated in the issue of Units and an associate of those persons and a person who might obtain a benefit as a result of the issue of Units (except a benefit obtained solely in the capacity as a Unitholder).

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

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

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

Other Information

An Explanatory Memorandum accompanies and forms part of this Notice of Extraordinary 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 Meeting should consult their financial or legal advisor for assistance.

Proxies

Any Unitholder entitled to attend and vote at this Meeting is entitled to appoint not more than 2 proxies to attend and vote in his/her stead.

A proxy need not be a Unitholder of the Fund.

If the Unitholder appoints 2 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/urfegm2013

not later than 48 hours before the Meeting i.e. 10:30am (Sydney time) on 22 January 2013.

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 Meeting all Units will be taken to be held by the persons who held them as registered holders at 7.00pm on 22 January 2013. Accordingly, Unit transfers registered after that time will be disregarded in determining entitlements to attend and vote at the Meeting.

By order of the Board

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Hannah Chan Secretary 18 December 2012

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US Masters Residential Property Fund (ARSN 150 256 161) Explanatory Memorandum

This Explanatory Memorandum relates to the Extraordinary General Meeting of members of the US Masters Residential Property Fund ( Fund ) to be held at Level 15, 100 Pacific Highway, North Sydney NSW 2060 on Thursday 24 January 2013 at 10:30am.

Resolution 1 – Further Units Issue

As announced on 12 December 2012, as part of the capital raising under the product disclosure statement dated 12 November 2012 ( November PDS ), entities associated with Alan Dixon, Maximilian Walsh and Chris Brown (together, the Participating Directors ) being Directors of the Responsible Entity of the Fund submitted applications and monies to participate in the capital raising pursuant to the November PDS.

Listing Rule 10.11 requires the Responsible Entity to obtain the approval of Unitholders before issuing Units to a related party of the Fund. A “related party” includes a Director of the Responsible Entity or an entity controlled by that Director. Accordingly, approving Resolution 1 will permit the Participating Directors named in the table below (or their nominees) to acquire that number of Units in the Fund set out in the table below ( Further Units ).

Director	Applicant	Further Units
Alan Dixon	Mr Orange Pty Ltd	1,149,069
	Mr Orange Pty Limited as trustee for Mr White Pension Fund	93,168
Chris Brown	Mr Anthony Hugh Dean Brown and Mr Christopher Matthew Brown as trustee for AHD Brown Super Fund	14,907
	Mr Christopher Matthew Brown and Ms Sharlene Miller as trustee for C M Brown Super Fund	10,560
Maxmilian Walsh	Mr Maximilian Sean Walsh and Mrs Geraldine Margaret Walsh as trustee for Ms & GM Walsh Super Fund	46,690
		1,317,394

Subject to Unitholder approval, the Participating Directors will acquire the Further Units on the same terms and conditions as Unitholders who participated in the offer pursuant to the November PDS, subject to an adjustment to the November PDS Application Price of $1.61, as described in detail below. The Further Units will rank equally with and have the same terms as existing Units.

Applicants under the November PDS received Units at an issue price of $1.61. Since the issue of these Units, the Responsible Entity has determined to pay a distribution of $0.05 per Unit in respect of Units on issue on 31 December 2012 ( Record Date ). As the Units the subject of Resolution 1 will be issued after the Record Date for determining entitlements to receive this distribution, they will not participate in this distribution.

Accordingly, subject to the approval of Resolution 2 (as discussed below), the issue price of the Further Units will be $1.61 per Unit (being the November PDS Application Price) less $0.05 per Unit, being the distribution determined by the Responsible Entity as payable to Unitholders entitled to receive the distribution as at the Record Date.

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The proceeds of the issue of the Further Units will be used by the Fund in the same manner as the capital already raised pursuant to the offer under the November PDS, being for the purpose of investing in a Maryland real estate investment trust controlled by the Fund called the US Masters Residential Property (USA) Fund ( US REIT ). The US REIT and wholly owned entities will use the funds provided by the Fund to acquire US residential property (see section 1 of the November PDS for further details).

The issue and allotment of the Further Units will take place within 1 month after the date of the Meeting.

ASX Listing Rule 7.1 requires the prior approval of Unitholders to issue securities if the number of those securities exceeds 15% of the number of the same class of securities at the commencement of the relevant 12 month period. This Listing Rule does not apply in respect of an issue made with the approval of holders of ordinary securities under Listing Rule 10.11. If approval is given under Listing Rule 10.11, approval is not required under Listing Rule 7.1.

Resolution 2 – Amendment to the Constitution

As applications for the Further Units were lodged under the PDS, the Board of the Responsible Entity (in the absence of the Participating Directors), consider it appropriate to fix the issue price for the Further Units at $1.61 less the $0.05 distribution payable for the 6 months ending 31 December 2012.

The Constitution only permits the Responsible Entity to fix the issue price in this way with the approval of Unitholders in general meeting by special resolution.

Resolution 2 seeks Unitholder approval to amend the Constitution on the terms set out in Resolution 2.

Without limitation, Section 601GC(1)(a) of the Corporations Act is relevant to Resolution 2. A special resolution is required to approve Resolution 2 which requires approval of at least 75% of the votes cast by Unitholders entitled to vote on Resolution 2.

A copy of the current Constitution can be obtained from the ASX announcements platform, by email to info@usmrpf.com, by telephone on 1300 454 801 or will also be available for inspection at this Meeting.

Resolution 3 – Ratification of allotment and issue of Units

Pursuant to Resolution 3, the Responsible Entity is seeking Unitholder approval under Listing Rule 7.4 to ratify the previous issue of 8,504,229 Units at an issue price of $1.61 per Unit to applicants for Units pursuant to the November PDS on 11 December 2012. These Units rank equally with and have the same terms as existing Units.

This issue was made without Unitholder approval under Listing Rule 7.1 as the issue of these Units did not exceed the 15% limit provided to the Fund by Listing Rule 7.1.

Under Listing Rule 7.4, an issue of Units without approval under Listing Rule 7.1 will be treated as having been made with Unitholder approval for the purposes of Listing Rule 7.1 if the original issue did not breach the 15% limit under Listing Rule 7.1 and Unitholders subsequently approve the issue. If the issue is ratified by this Resolution 3 then the Responsible Entity will be entitled to issue further Units in accordance with Listing Rule 7.1.

Accordingly, the Responsible Entity is seeking Unitholder approval under Resolution 3 for the purposes of Listing Rule 7.4 in respect of the 8,504,229 Units issued on 11 December 2012 pursuant to the November PDS.

The Fund will use the proceeds of the issue of the Units in the same manner as the proceeds from the issue of the Further Units, as described above in respect of Resolution 1 (see also section 1 of the November PDS for further details).

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Glossary

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

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

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 Meeting.

Fund means US Masters Residential Property Fund (ARSN 150 256 161).

Further Units means the 1,317,394 Units to be issued pursuant to Resolution 1 on the terms set out in this Notice of Meeting.

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

Listing Rules means the listing rules of the ASX.

Meeting means this extraordinary general meeting.

Notice of Meeting means this notice of meeting.

November PDS means the PDS dated 12 November 2012, as amended.

November PDS Application Price means $1.61, being the application price for Units issued and allotted to participating Unitholders pursuant to the November PDS on 11 December 2012.

Participating Director means Alan Dixon, Maximilian Walsh and Chris Brown.

Record Date means 31 December 2012.

Responsible Entity means Dixon Advisory & Superannuation Services Limited (ABN 54 103 071 665).

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.