US MASTERS RESIDENTIAL PROPERTY FUND — Proxy Solicitation & Information Statement 2013

Apr 9, 2013

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: Wednesday, 8 May 2013

Time: 2:00pm (AEST) 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 84,567,889 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.”

Without limitation, Listing Rule 7.3.9 is relevant to this resolution.

Voting Exclusion Statement:

The Fund will disregard any votes cast on Resolution 1 by Alan Dixon, Daryl Dixon and Maximilian Walsh and their associates.

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 – Approval for Directors to Acquire Further Units

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

“That, conditional upon the approval of Resolution 1, the issue of up to 860,000 Units to the entities set out in the Explanatory Memorandum, on the same terms and conditions as 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 2 by Alan Dixon, Daryl Dixon and Maximilian Walsh and their associates.

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

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• (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 3 – Amendments to Constitution

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

• A. “ That the Constitution be amended by adding a new Clause 5.1(c)(iv), such that Clause 5.1(c) reads as follows in its entirety:

• (c) Subject to Clause 5.1(d) and Clause 5.1(e), if the Units are Officially Quoted, the Application Price will be, at the discretion of the Responsible Entity, the Market Price calculated by reference to:

  • i. with respect to an application for Units, the date the Responsible Entity decides to proceed to the issue of Units in accordance with Clause 6;

  • ii. the date of offer of Units;

  • iii. the date of allotment of Units; or

  • iv. the last date on which applications for Units can be received by the Responsible Entity. ”

• B. “That the Constitution be amended by deleting Clause 15.5 and replacing it with a new Clause 15.5 as follows:

15.5 Quorum

The quorum for a meeting of Members is at least 5 Members present in person or by proxy, unless the Trust has only one Member who may vote on a Resolution, in which case that one Member constitutes a quorum.”

Without limitation, Section 601GC(1)(a) of the Corporations Act is relevant to Resolutions 3A and 3B.

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;

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

(c) registered online at www.boardroomlimited.com.au/vote/urfegm052013

not later than 48 hours before the Meeting i.e. 2:00pm (AEST) on 6 May 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 6 May 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

Tristan O’Connell Secretary of the Responsible Entity 9 April 2013

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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 Wednesday 8 May 2013 at 2:00pm.

Resolution 1 – Further Units Issue

Resolution 1 refers to the proposed issue of up to 84,567,889 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.

Existing Unitholders will have a priority entitlement of up to 50% of all the Units to be issued under the PDS, if Resolution 1 is passed. Under this priority entitlement, each existing Unitholder will only be eligible to participate in the proposed issue, up to a maximum of the higher of:

• 5% of all the Units available to existing Unitholders under the priority entitlement; or

• The number of Units each existing Unitholder would be entitled to under a pro rata issue of all the Units available to existing Unitholders under the priority entitlement.

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 successfully secured properties[1] worth US$209.8m. The proceeds of the capital raising pursuant to the offer will be used by the Fund to secure additional fund investments at attractive valuation levels and to opportunistically take advantage of attractive market conditions should they arise. 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.

Resolution 2 – Approval for Directors to Acquire Further Units

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 2 permits Directors of the Responsible Entity, specifically Alan Dixon, Daryl Dixon and Maximilian Walsh ( Participating

1 Secured properties include closed properties and properties under conditional contracts at 28 February 2013

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Directors ) to participate in the Offer by acquiring further Units in the Fund up to a maximum set out in the table below.

Director	Applicant	Maximum Units
Alan Dixon	Mr Orange Pty Ltd	700,000
Daryl Dixon	Mr Daryl Albert Dixon & Mrs Katherine Dixon Super A/C> and/or Darmal PtyLtd	140,000
Maximilian Walsh	Ms Felicity Anne Walsh & Mr Maximilian Sean Walsh WalshSuper FundA/C>	10,000
	Miss Sophie Alexandra Walsh & Mr Maximilian Sean Walsh A/C>	10,000

Subject to Unitholder approval, the Participating Directors will participate in the acquisition of these Units on the same terms and conditions as Unitholders who participate in the offer pursuant to the PDS. The Further Units will also rank equally with, and have the same terms as, existing Units.

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 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.

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 1 month of the date of this 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 3 – Amendments to the Constitution

A. Clause 5.1(c) – Application Price

The Constitution presently sets the timing for pricing the issue of Units under an offer in the form proposed as either the date of offer of Units or the date of allotment of Units.

Resolution 3A seeks to amend the Constitution to allow the Responsible Entity to price the issue of Units on the last day on which applications for Units can be received by the Responsible Entity. Under the Constitution the Responsible Entity has the ability to price the issue of Units by reference to the date of offer of Units or the date of allotment of Units. Including the ability to price the issue of Units by reference to the last date on which applications for Units can be received by the Responsible Entity, will provide the Responsible Entity with additional flexibility to reduce timing risk. This proposed amendment requires approval by Unitholders in a general meeting by special resolution.

Therefore, Resolution 3A seeks Unitholder approval to amend Clause 5.1(c) of the Constitution in accordance with its terms. A special resolution is required to approve the proposed amendment to Clause 5.1(c), which requires at least 75% of all votes cast on Resolution 3A to be in favour of it.

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B. Clause 15.5 - Quorum

The Constitution presently requires that for a meeting of Members, a quorum shall be at least two Members present in person or by proxy who together hold at least 10% of all Units of the Fund, unless the Fund only has one Member who may vote of a Resolution, in which case that one Member constitutes a quorum.

Resolution 3B seeks to amend the Constitution so that the quorum for a meeting of Members is changed to at least five Members present in person or by proxy, irrespective of their percentage holding of the Units of the Fund, unless the Fund only has one Member who may vote of a Resolution, in which case that one Member constitutes a quorum.

Resolution 3B therefore seeks Unitholder approval to amend Clause 15.5 of the Constitution in accordance with its terms. A special resolution is required to approve the proposed amendment to Clause 15.5, which requires at least 75% of all votes cast on Resolution 3B to be in favour of it.

Without limitation, Section 601GC(1)(a) of the Corporations Act is relevant to Resolutions 3A and 3B.

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 be available for inspection at this Meeting.

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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 (ARSN 150 256 161).

Listing Rules means the listing rules of the ASX.

Meeting means this extraordinary general meeting.

Member means the person Registered as the holder of a Unit (including persons jointly Registered).

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.

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