ASPEN GROUP — Major Shareholding Notification 2009

Oct 13, 2009

FORM 604 Corporations Act 2001 Section 671B

NOTICE OF CHANGE OF INTERESTS OF SUBSTANTIAL HOLDER

To: Company Name/Scheme

To: Company Name/Scheme APZ - Aspen Group ACN/ARSN 004 160 927 1. Details of Substantial Holder(1) Name Acorn Capital Limited ACN/ARSN (if applicable) 082 694 531 There was a change in the interests of the 13-Oct-2009 substantial holder on The previous notice was given to the company on 08-Sep-2009 The previous notice was dated 08-Sep-2009

2. Previous and present voting power

The total number of votes attached to all the voting shares in the company or voting interests in the scheme that the substantial holder or an associate (2) had a relevant interest (3) in when last required, and when now required, to give a substantial holding notice to the company or scheme, are as follows:

Class of Securities (4)	Previous notice	Previous notice	Present Notice	Present Notice
	Person's votes	Voting power (5)	Person's votes	Voting power (5)
Ordinary	58,908,717	10.16%	51,329,142	8.85%

3. Changes in relevant interests

Particulars of each change in, or change in the nature of, a relevant interest of the substantial holder or an associate in voting securities of the company or scheme, since the substantial holder was last required to give a substantial holding notice to the company or scheme are as follows:

Date of Change	Person whose relevantinterest changed	Nature ofchange (6)	Consideration given inrelation to change (7)	Class and number ofsecurities affected	Person's votesaffected
07-Sep-2009 to13-Oct-2009	Acorn Capital Limited	Sold	$3,947,499.07	7,579,575	7,579,575

4. Present relevant interests

Particulars of each relevant interests of the substantial holder in voting securities after the change are as follows:

Holder of Relevant InterestRegistered Holder of SecuritiesPerson Entitledto be RegisteredasMilitary Superannuation & Benefits BoardQueensland Local Government SuperannuationCatholic Superannuation FundAuscoal Superannuation FundMicrocap Investment Trust 1Qantas SuperannuationHealth SuperCommonwealth Bank Officers' Superannuation FundSunsuper FundMicrocap Investment Trust 2National NomineesNational NomineesCiticorp NomineesJP Morgan ChaseNational NomineesNational NomineesJP Morgan ChaseNational NomineesJP Morgan ChaseNational NomineesNational NomineesAcorn Capital Microcap Trust	Holder of Relevant InterestRegistered Holder of SecuritiesPerson Entitledto be RegisteredasMilitary Superannuation & Benefits BoardQueensland Local Government SuperannuationCatholic Superannuation FundAuscoal Superannuation FundMicrocap Investment Trust 1Qantas SuperannuationHealth SuperCommonwealth Bank Officers' Superannuation FundSunsuper FundMicrocap Investment Trust 2National NomineesNational NomineesCiticorp NomineesJP Morgan ChaseNational NomineesNational NomineesJP Morgan ChaseNational NomineesJP Morgan ChaseNational NomineesNational NomineesAcorn Capital Microcap Trust	Holder of Relevant InterestRegistered Holder of SecuritiesPerson Entitledto be RegisteredasMilitary Superannuation & Benefits BoardQueensland Local Government SuperannuationCatholic Superannuation FundAuscoal Superannuation FundMicrocap Investment Trust 1Qantas SuperannuationHealth SuperCommonwealth Bank Officers' Superannuation FundSunsuper FundMicrocap Investment Trust 2National NomineesNational NomineesCiticorp NomineesJP Morgan ChaseNational NomineesNational NomineesJP Morgan ChaseNational NomineesJP Morgan ChaseNational NomineesNational NomineesAcorn Capital Microcap Trust	Nature ofrelevantinterest	Nature ofrelevantinterest	Class andNumber ofSecurities1,597,9512,006,5422,096,1932,863,2203,156,9634,032,5524,036,6035,145,4406,470,4381,509,3549,055,348	Class andNumber ofSecurities1,597,9512,006,5422,096,1932,863,2203,156,9634,032,5524,036,6035,145,4406,470,4381,509,3549,055,348	Person'sVotes1,509,3541,597,9512,006,5422,096,1932,863,2203,156,9634,032,5524,036,6035,145,4406,470,4389,055,348	Person'sVotes1,509,3541,597,9512,006,5422,096,1932,863,2203,156,9634,032,5524,036,6035,145,4406,470,4389,055,348
	National Nominees
UniSuper	National Nominees					9,358,538		9,358,538

5. Changes in Associates

The persons who have become associates (2) of, ceased to be associates, or have change the nature of their association (9) with, the substantial holder in relation to voting interests in the company or scheme are as follows:

Name and ACN/ARSN (if applicable) Name of Association

6. Addresses

The addresses of persons named in this form are as follows:

NameAddressC/O Acorn Capital Limited, Level 12, 90 Collins Street, Melbourne Victoria 3000All Relevant Holders	NameAddressC/O Acorn Capital Limited, Level 12, 90 Collins Street, Melbourne Victoria 3000All Relevant Holders

Print Name DOUGLAS LOH Sign Here

Capacity Portfolio Manager

14-Oct-2009 Date