32EK Housing Fin.nts

                        HOUSING ASSOCIATION FUNDING PLC

ISIN: XS0073407537 and XS0222506395

Date: 24 September 2013

To the holders of the £192,270,000 8.25 per cent. secured loan-backed notes due
                                   June 2027

               (the "Noteholders" and the "Notes" respectively)

                   issued by Housing Association Funding PLC

              ("HAF" or the "Issuer" as the context may require)

THIS NOTICE IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in
any doubt as to the action you should take, you are recommended to seek your
own financial advice immediately from your stockbroker, bank manager,
solicitor, accountant or other financial adviser authorised under the Financial
Services and Markets Act 2000 (if you are in the United Kingdom), or from
another appropriately authorised independent financial adviser.

REFERENCE IS MADE to the trust deed dated 11 February 1997 between the Issuer
and Royal Exchange Trust Company Limited (the "Trustee") as supplemented by a
First Supplemental Trust Deed dated 30 January 1998 and as further supplemented
by a Second Supplemental Trust Deed dated 10 September 2001 and as further
supplemented by a Third Supplemental Trust Deed dated 29 June 2005 in each case
between the Issuer and the Trustee (such trust deed, as so supplemented, the "
Trust Deed") pursuant to which the Notes were constituted and issued.

REFERENCE IS ALSO MADE to the deed of charge between, among others, the Trustee
and the Issuer dated 23 January 1997 as amended and restated on 30 January 1998
and as further amended and restated on 23 December 1999 (the "Deed of Charge")
which is supplemental to the Trust Deed.

FURTHER REFERENCE IS MADE to the notice to Noteholders published by the Issuer
and dated 3 September 2013 (the "Notice") and pursuant to which the Issuer
convened an adjourned meeting of the Noteholders held on 18 September 2013 at
Reed Smith LLP, the Broadgate Tower, 20 Primrose Street, London EC2A 2RS (the "
Meeting").

NOTICE IS HEREBY GIVEN to the Noteholders that the Extraordinary Resolution set
out in the Notice was duly passed by the holders of the Notes at the Meeting in
accordance with the terms of the Trust Deed.

The amendments to the Deed of Charge, as set out in the Notice, for the purpose
of aligning the Issuer's obligations under the loan agreements and the Deed of
Charge will now be effected through the execution of the Amendment Deed (as
defined in the Notice) by the relevant parties.

This notice is given by HOUSING ASSOCIATION FUNDING PLC (incorporated in
England and Wales with registered number 03194469 whose registered office is
4th Floor, 40 Dukes Place, London EC3A 7NH).