ASPEN GROUP — Capital/Financing Update 2007

Sep 27, 2007

28 September 2007

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ASX announcement

Esplanade Property Fund Non-Renounceable Rights Issue Offer

The Board of Entrust Funds Management Ltd, the Responsible Entity for the Esplanade Property Fund (the Fund), is pleased to announce a one for two non-renounceable rights issue offer to raise $12.63 million. The offer consists of 64,753,968 units in the Fund at 19.5 cents each on the basis of one unit for every two units held by existing unit holders on the record date Wednesday 10[th] October 2007.

It is proposed that funds raised from the Offer will be applied as follows:

• $4.5 million will be invested into Aspen Fern Bay Seaside Village, a residential subdivision project in Newcastle NSW, managed by the ASX-listed Aspen Group Limited;

• $3.0 million will be invested in the Australian Unity Investments Healthcare Property Trust which owns an established portfolio of hospitals and other healthcare assets across Australia;

• $3.06 million will be used to retire the debt facility to effect settlement on the Fund’s direct property purchase at 34 Cahill St, Dandenong South;

• Approximately $1.37 million will be utilised by the Fund in respect of new property investment opportunities as and when they arise. Investments will only be undertaken if they are consistent with the Fund’s investment strategy.

• Approximately $0.7 million will be used for costs, fees and charges of the Offer;

Attractive features of the Offer are as follows:

• The issue price of 19.5 cents per new unit is a 7.2% discount to the net asset backing of the Fund at 30 June 2007.

• The Fund aims to distribute at least 1.6 cents per unit in the 2007/08 financial year, equating to an income return of 8.2%.

• Distributions include franked and tax deferred components that enhance the grossed-up income return of the Fund.

• The Fund has a strong balance sheet, with net debt to total assets post the Rights Issue expected to be less than 10%.

The Rights issue is fully underwritten by Entrust Private Wealth Management Pty Ltd (ACN 100 088 168). Pursuant to the Underwriting Agreement, Entrust Funds Management as responsible entity for the Fund will pay the Underwriter a commission equal to 3% of the aggregate funds raised under the Rights Issue plus a management fee of $50,000.

Entrust Funds Management Ltd (ABN 33 106 768) – Esplanade Property Fund (ARSN 090 160 768) Ph. 08 9476 3900 – Fax 08 9321 6333 – PO Box Z5034 Perth WA 6831

An Appendix 3B, Rights Issue cleansing statement and Rights Issue timetable are attached to this announcement.

Greg Slade Chief Investment Officer, Esplanade Property Fund Entrust Funds Management Ltd Ph: 03 9670 5512 Mobile: 0488 917 882

Entrust Funds Management (ABN 33 106 768) – Esplanade Property Fund (ARSN 090 160 768) Ph. 08 9476 3900 – Fax 08 9321 6333 – PO Box Z5034 Perth WA 6831

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28 September 2007

NON-RENOUNCEABLE RIGHTS ISSUE – CLEANSING NOTICE PURSUANT TO PARAGRAPH 1012DAA(2)(f) OF THE CORPORATIONS ACT 2001 (CTH) ("ACT")

Entrust Funds Management Limited (ABN 33 106 768 012) ("Entrust"), in its capacity as the responsible entity of the Esplanade Property Fund ("Fund"), is seeking to raise approximately $12.63 million through a non-renounceable rights issue ("Rights Issue") of approximately 64,753,968 units on the basis of one unit for every 2 units held on the record date of Wednesday 10 October 2007 at an issue price of 19.5 cents per unit.

The Rights issue is fully underwritten by Entrust Private Wealth Management Pty Ltd ("EPWM") (ACN 100 088 168).

Entrust notifies the ASX, under paragraph 2(f) of section 1012DAA of the Act, that:

• (a) Entrust will issue units under the Rights Issue without preparing a product disclosure statement.

• (b) Entrust is providing this notice under paragraph 2(f) of section 1012DAA of the Act.

• (c) As at the date of this notice, Entrust confirms that:

• (i) the Fund, as a disclosing entity, is subject to regular reporting and disclosure obligations; and

• (ii) the Fund has complied with the provisions of Chapter 2M of the Act as they apply to the Fund and section 674 of the Act..

• (d) As at the date of the notice there is no information:

• (i) that has been excluded from a continuous disclosure notice in accordance with the ASX Listing Rules; and

• (ii) that a person would reasonably require for the purpose of making a decision, as a retail client, whether to acquire a unit in the Fund.

• (e) The potential effect the Rights Issue will have on the control of the Fund is as follows:

• (i) If all unitholders take up their entitlements under the offer then the Rights Issue will have no effect on the control of the Fund; and

• (ii) If all unitholders do not take up their entitlements under the offer then the Rights Issue will have an effect on control of the Fund in that EPWM, which currently has an interest in approximately 19.28% of the issued units in the Fund, has agreed to act as Underwriter of the Rights Issue and in the event of a shortfall, the interest of EPWM in issued units in the Fund would increase.

Entrust Funds Management Ltd (ABN 33 106 768) – Esplanade Property Fund (ARSN 090 160 768) Ph. 08 9476 3900 – Fax 08 9321 6333 – PO Box Z5034 Perth WA 6831

(f) The consequences of any effect on control of the Fund referred to in clause (e) will likely be as follows:

• If the Rights Issue is fully subscribed by unitholders.

• No effect on control.

• If the Rights Issue is subscribed to the extent of 75% (with EPWM's fully subscribing to its entitlement) with 25% reverting to the Underwriter.

EPWM's interest in issued units of the Fund would increase from 19.28% to 21.18%.

• If the Rights Issue is subscribed to the extent of 50% (with EPWM's fully subscribing to its entitlement) with 50% reverting to the Underwriter

EPWM's interest in issued units of the Fund would increase from 19.28% to 29.52%.

• If the Rights Issue is subscribed to the extent of 25% (with EPWM's fully subscribing to its entitlement) with 75% reverting to the Underwriter.

EPWM's interest in issued units of the Fund would increase from 19.28% to 37.85%.

• If the Rights Issue is subscribed by no parties other then EPWM.

EPWM's interest in issued units of the Fund would increase from 19.28% to 46.18%.

Yours sincerely

Chris Mews Company Secretary Ph 08 9476 3965

Entrust Funds Management (ABN 33 106 768) – Esplanade Property Fund (ARSN 090 160 768) Ph. 08 9476 3900 – Fax 08 9321 6333 – PO Box Z5034 Perth WA 6831

ESPLANADE PROPERTY FUND - NON-RENOUNCEABLE RIGHTS ISSUE KEY DATES OF RIGHTS ISSUE

	Event	Date
1.	Announce Rights Issue, lodge Appendix 3B and Rights Issue CleansingStatement with the ASX	Friday 28 September 2007
2.	Day0	Tuesday2 October 2007
3.	Letter to unitholders	Wednesday3 October 2007
4.	Letter to foreign unitholders	Wednesday3 October 2007
5.	"Ex" date	Thursday4 October 2007
6.	Record date to identify unitholders entitled to participate in the Rights Issue	Wednesday 10 October 2007
7.	Lodge second Rights Issue Cleansing Statement with the ASX and dispatch Rights Issue document (with Entitlement and Acceptance Form)	Monday 15 October 2007
8.	Openingdate	Monday15 October 2007
9.	Closingdate	Thursday15 November 2007
10.	Units quoted on a deferred settlement basis by the ASX	Friday 16 November 2007
11.	NotifyASX of undersubscriptions	Tuesday20 November 2007
12.	Dispatch date for holdingstatements	Friday23 November 2007
13.	Lodgement of secondary sales cleansing statement with the ASX	Friday 23 November 2007

Entrust Funds Management (ABN 33 106 768) – Esplanade Property Fund (ARSN 090 160 768) Ph. 08 9476 3900 – Fax 08 9321 6333 – PO Box Z5034 Perth WA 6831

Appendix 3B New issue announcement

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

Appendix 3B

New issue announcement, application for quotation of additional securities and agreement

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX’s property and may be made public.

Introduced 1/7/96. Origin: Appendix 5. Amended 1/7/98, 1/9/99, 1/7/2000, 30/9/2001, 11/3/2002, 1/1/2003, 24/10/2005.

Name of entity

ESPLANADE PROPERTY FUND

ABN

60 720 503 173

We (the entity) give ASX the following information.

Part 1 - All issues

You must complete the relevant sections (attach sheets if there is not enough space).

1 +Class of +securities issued or to be Fully paid ordinary units issued 2 Number of[+] securities issued or to 64,753,968 be issued (if known) or maximum number which may be issued

3 Principal terms of the[+] securities Fully paid ordinary units. (eg, if options, exercise price and expiry date; if partly paid +securities, the amount outstanding and due dates for payment; if +convertible securities, the conversion price and dates for conversion)

• See chapter 19 for defined terms.

24/10/2005 Appendix 3B Page 4

Appendix 3B New issue announcement

4 Do the[+] securities rank equally in all Yes respects from the date of allotment with an existing[+] class of quoted +securities? If the additional securities do not rank equally, please state: • the date from which they do • the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment • the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment 5 Issue price or consideration $0.195 6 Purpose of the issue Raising of capital for the purchase of property (If issued as consideration for the related assets acquisition of assets, clearly identify those assets) 7 Dates of entering[+] securities into 23 November 2007 uncertificated holdings or despatch of certificates Number +Class 8 Number and +class of all 194,261,903 Fully paid ordinary +securities quoted on ASX units ( including the securities in clause 2 if applicable)

• See chapter 19 for defined terms.

Appendix 3B Page 5

1/1/2003

Appendix 3B New issue announcement

Number +Class 9 Number and +class of all n/a n/a +securities not quoted on ASX ( including the securities in clause 2 if applicable) 10 Dividend policy (in the case of a As in line with fully paid ordinary units trust, distribution policy) on the increased capital (interests)

Part 2 - Bonus issue or pro rata issue

11 Is security holder approval required? 12 Is the issue renounceable or non- renounceable? 13 Ratio in which the+securities will be offered 14 +Class of+securities to which the offer relates 15 +Record date to determine entitlements 16 Will holdings on different registers (or subregisters) be aggregated for calculating entitlements? 17 Policy for deciding entitlements in relation to fractions 18 Names of countries in which the entity has+security holders who will not be sent new issue documents Note: Security holders must be told how their entitlements are to be dealt with. Cross reference: rule 7.7. 19 Closing date for receipt of acceptances or renunciations	No
	Non renounceable
	1 unit for every 2 units held
	Fully paid ordinary units
	10 October 2007
	n/a
	Rounded up to nearest whole number
	Canada Malaysia Indonesia United Kingdom Channel Islands United States
	n/a

• See chapter 19 for defined terms.

Appendix 3B Page 6

1/1/2003

Appendix 3B New issue announcement

20 Names of any underwriters 21 Amount of any underwriting fee or commission 22 Names of any brokers to the issue 23 Fee or commission payable to the broker to the issue 24 Amount of any handling fee payable to brokers who lodge acceptances or renunciations on behalf of+security holders 25 If the issue is contingent on +security holders’ approval, the date of the meeting 26 Date entitlement and acceptance form and prospectus or Product Disclosure Statement will be sent to persons entitled 27 If the entity has issued options, and the terms entitle option holders to participate on exercise, the date on which notices will be sent to option holders 28 Date rights trading will begin (if applicable) 29 Date rights trading will end (if applicable) 30 How do+security holders sell their entitlements_in full_through a broker? 31 How do+security holders sell_part_ of their entitlements through a broker and accept for the balance?	Entrust Private Wealth Management Pty Ltd
	Management fee of $50,000 plus 3% of dollar value of units underwritten
	nil
	n/a
	n/a
	n/a
	15 October 2007
	n/a
	n/a
	n/a
	n/a
	n/a

• See chapter 19 for defined terms.

Appendix 3B Page 7

1/1/2003

Appendix 3B New issue announcement

• 32 How do[+] security holders dispose of their entitlements (except by sale through a broker)?

n/a

33 +Despatch date

23 November 2007

Part 3 - Quotation of securities

You need only complete this section if you are applying for quotation of securities

• 34 Type of securities ( tick one )

• (a) � Securities described in Part 1

(b) All other securities

Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employee incentive share securities when restriction ends, securities issued on expiry or conversion of convertible securities

Entities that have ticked box 34(a)

Additional securities forming a new class of securities

Tick to indicate you are providing the information or documents

35 If the[+] securities are[+] equity securities, the names of the 20 largest holders of the additional[+] securities, and the number and percentage of additional[+] securities held by those holders

36 If the[+] securities are[+] equity securities, a distribution schedule of the additional +securities setting out the number of holders in the categories 1 - 1,000

1,001 - 5,000 5,001 - 10,000 10,001 - 100,000 100,001 and over

• 37 A copy of any trust deed for the additional[+] securities

• See chapter 19 for defined terms.

Appendix 3B Page 8

1/1/2003

Appendix 3B New issue announcement

Entities that have ticked box 34(b)

38 Number of securities for which n/a +quotation is sought 39 Class of +securities for which n/a quotation is sought 40 Do the[+] securities rank equally in all n/a respects from the date of allotment with an existing[+] class of quoted +securities? If the additional securities do not rank equally, please state: • the date from which they do • the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment • the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment 41 Reason for request for quotation n/a now Example: In the case of restricted securities, end of restriction period (if issued upon conversion of another security, clearly identify that other security) Number +Class 42 Number and[+] class of all[+] securities n/a n/a quoted on ASX ( including the securities in clause 38)

• See chapter 19 for defined terms.

Appendix 3B Page 9

1/1/2003

Appendix 3B New issue announcement

Quotation agreement

• 1 +Quotation of our additional +securities is in ASX’s absolute discretion. ASX may quote the[+] securities on any conditions it decides.

• 2 We warrant the following to ASX.

• The issue of the[+] securities to be quoted complies with the law and is not for an illegal purpose.

• There is no reason why those[+] securities should not be granted[+] quotation.

• An offer of the[+] securities for sale within 12 months after their issue will not require disclosure under section 707(3) or section 1012C(6) of the Corporations Act.

Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give this warranty

• Section 724 or section 1016E of the Corporations Act does not apply to any applications received by us in relation to any[+] securities to be quoted and that no-one has any right to return any[+] securities to be quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request that the[+] securities be quoted.

• If we are a trust, we warrant that no person has the right to return the +securities to be quoted under section 1019B of the Corporations Act at the time that we request that the[+] securities be quoted.

• 3 We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from or connected with any breach of the warranties in this agreement.

• 4 We give ASX the information and documents required by this form. If any information or document not available now, will give it to ASX before[+] quotation of the[+] securities begins. We acknowledge that ASX is relying on the information and documents. We warrant that they are (will be) true and complete.

Sign here: . Date: 28/09/07 (Company Secretary)

Print name: .Chris Mews

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• See chapter 19 for defined terms.

24/10/2005 Appendix 3B Page 10