857957--3/17/2010--SOUTH_HERTFORDSHIRE_UNITED_KINGDOM_FUND

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Risks Relating to Our Business and Industry We rely on the continued support of Virgin Media. There is no established public trading market for our limited partnership interests and disposition thereof is restricted. There are conflicts of interests arising out of transactions entered into with our General Partner and its affiliates. We have incurred losses in the past and may not be profitable in the future. We operate in a limited geographical area. The IRS could treat us as a corporation for tax purposes, which would negatively affect our limited partners Our limited partners may be required to pay taxes on income from us even if they do not receive any cash distributions from us. Risks Relating to Virgin Media's Business and Industry Virgin Media operates in highly competitive markets. The sectors in which Virgin Media competes are subject to rapid and significant changes in technology, and the effect of technological changes on its businesses cannot be predicted. If Virgin Media does not maintain and upgrade its networks in a cost-effective and timely manner, it could lose customers. A failure in Virgin Media network and information systems could significantly disrupt its operations, and a disruption or failure of such networks or systems may disrupt its business. Unauthorized access to the Virgin media network could result in a loss of revenue. Virgin Media relies on third-party suppliers and contractors to provide necessary hardware, software or operational support. Virgin Media is licensed to use the "Virgin" name and logo but does not own it. Virgin Media's operating performance will depend, in part, on its ability to control customer churn. Virgin Media's inability to obtain popular programming, or to obtain it at a reasonable cost, could potentially have a material adverse affect on the number of customers or reduce margins. Virgin Media may be adversely affected by a general deterioration in economic conditions. Virgin Media may be unable to implement its operational restructuring plan successfully and realize the anticipated benefits, and this could negatively affect its financial performance. Virgin Media is subject to currency and interest rate risks. Virgin Media is subject to significant regulation; changes in U.K. and EU laws, regulations or governmental policy affecting the conduct of its business may have an adverse impact on its ability to set prices, enter new markets or control its costs. There is no assurance that new products Virgin Media may introduce will achieve full functionality or market acceptance. Virgin Media is subject to tax in more than one tax jurisdiction and its structure poses various tax risks. Acquisitions and other strategic transactions present many risks, and Virgin Media may not realize the financial and strategic goals that were contemplated at the time of any transaction. Virgin Media depends on the ability to attract and retain key personnel without whom it may not be able to manage its business lines effectively. Certain of Virgin Media's significant stockholders could have an influence over its business and affairs. Virgin Media does not insure the underground portion of its cable network and various pavement-based electronics associated with its cable network. Virgin Media has suffered losses due to asset impairment charges for goodwill and long-lived intangible assets and could do so again in the future. Virgin Media has limited capacity on its cable platform. Risks Relating to Virgin Media's Financial Indebtedness and Structure Virgin Media's current leverage is substantial, which may have an adverse effect on its available cash flow, its ability to obtain additional financing if necessary in the future, its flexibility in reacting to competitive and technological changes and its operations. Virgin Media may not be able to fund its debt service obligations in the future. The covenants under Virgin Media's debt agreements place certain limitations on how it manages its business. Virgin Media is a holding company dependent upon cash flow from subsidiaries to meet its obligations.

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857957--3/17/2010--SOUTH_HERTFORDSHIRE_UNITED_KINGDOM_FUND_LTD