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

Oct 14, 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:

Friday 9 November 2012

Time: 10:30am

Venue: Level 7, 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 up to 52,349,290 Units pursuant to an offer to subscribe for Units to be made under a product disclosure statement issued by the Responsible Entity of the Fund 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 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.

Note: Unitholders who vote on Resolution 1 and whose votes are counted will not be eligible to participate in the offer for Units pursuant to the approval obtained in Resolution 1.

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 adviser 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

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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/urfegm2012

not later than 48 hours before the Meeting i.e. 10:30am (Sydney time) on 7 November 2012.

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 7 November 2012. 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 Fund Secretary 15 October 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 the US Masters Residential Property Fund ( Fund ) to be held at Level 7, 100 Pacific Highway, North Sydney NSW 2060 on Friday 9 November 2012 at 10:30am.

Resolution 1 – Further Units Issue

Resolution 1 refers to the proposed issue of up to 52,349,290 Units pursuant to an offer to be made to existing Unitholders and other investors in accordance with a product disclosure statement ( PDS ) to be issued by the Responsible Entity of the Fund. This proposed issue requires Unitholder approval under Listing Rule 7.1 as the issue of these Units will exceed the 15% limit provided to the Fund by Listing Rule 7.1 where issues can be made without Unitholder approval in any 12 month period.

These Units will be issued pursuant to an offer to subscribe for Units in accordance with a PDS that is to be issued to existing Unitholders and other investors in accordance with Chapter 7 of the Corporations Act.

These Units will rank equally with and have the same terms as existing Units in the Fund.

The Fund’s Constitution provides that the Responsible Entity may issue Units at a price determined by reference to the price at which Units trade on ASX prior to the date of offer or the date of issue. The Responsible Entity may also set an issue price on an alternate basis by amending the Constitution provided the Responsible Entity is satisfied the proposed amendment does not adversely affect the rights of Unitholders. The Responsible Entity will consider whether to amend the Constitution at the time of issue of the PDS. This approach is consistent with that adopted for the PDS issued on 15 May 2012 in connection with the Fund’s application to list on ASX.

ASX Listing Rule 7.3.3 requires this explanatory statement to state either a fixed price or a minimum price at which Units will be issued. As the Responsible Entity has yet to determine the proposed issue price, it seeks approval from Unitholders to issue Units at an issue price not less than 80% of the average daily VWAP of Units recorded over the last 5 days on which Units traded on ASX prior to the date of issue of those Units. While subject to trading in Units on ASX over this calculation period, the Responsible Entity expects to issue the Units subject of Resolution 1 above this minimum price. The Responsible Entity expects that the capital raising will not be dilutive to existing Unitholders’ interests.

The Fund has now substantially invested all equity raised to date, having successfully secured properties[1] worth US$149.8m. The proceeds of the capital raising pursuant to the offer will be utilised by the Fund to opportunistically take advantage of attractive market conditions should they arise, and secure additional fund investments at attractive valuation levels. The capital raising will 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.

The issue and allotment of these Units will take place after the passage of Resolution 1 and the close of the offer under the PDS by the Responsible Entity but in any event within 3 months of the date of this Meeting.

It should be noted that Unitholders who vote on Resolution 1 and whose votes are counted will not be eligible to participate in any capital raisings pursuant to the approval obtained for Resolution 1.

Note 1. Secured properties include closed properties and properties under conditional contracts

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Glossary

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

it.

Board means the board of the Responsible Entity of the Fund.

Corporations Act means the Corporations Act 2001 (Cth).

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

Explanatory Memorandum means this explanatory memorandum to the Notice.

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

Listing Rules means the listing rules of the ASX.

Meeting means this extraordinary general meeting.

Notice means this notice of meeting.

PDS means a product disclosure statement.

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

Unit means an ordinary Unit in the Fund, being an undivided share in the beneficial interest in the Fund.

Unitholder means a holder of a Unit.

VWAP means the volume weighted average price of a Unit sold on the ASX trading platform.