857957--3/27/2008--SOUTH_HERTFORDSHIRE_UNITED_KINGDOM_FUND

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{product, market, service}

{debt, indebtedness, cash}

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{acquisition, growth, future}

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{tax, income, asset}

{regulation, government, change}

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Risks Relating to Our Business 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 is subject to significant competition. Failure to control customer churn may adversely affect is licensed to use the Virgin name and logo but does not own it. does not maintain and upgrade its networks in a cost-effective and timely manner, it could lose customers. critical systems could significantly disrupt its operations, which could reduce its customer base and result in lost revenues. inability to obtain popular programming, or to obtain it at a reasonable cost, could potentially materially adversely affect the number of customers or reduce margins. network could result in a loss of revenue. competes are subject to rapid and significant changes in technology, and the effect of technological changes on its businesses cannot be predicted. depends on equipment and service suppliers that may discontinue their products or seek to charge prices that are not competitive, either of which may adversely affect billing systems may have an adverse effect on its customer service, customer acquisitions, customer churn rate and operating costs. Acquisitions and other strategic transactions present many risks, and may not realize the financial and strategic goals that were contemplated at the time of any transaction. Regulation of the markets in which provides its services has been changing rapidly; unpredictable changes in U.K. and EU regulations affecting the conduct of its business, including price regulations, 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 may introduce will achieve full functionality or market acceptance. depends on the ability to attract and retain key personnel without whom it may not be able to manage its business lines effectively. significant stockholders could have an influence over its business and affairs. does not insure the underground portion of its cable network and various pavement-based electronics associated with its cable network. has limited capacity on its cable platform. may be adversely affected by a general deterioration in economic conditions in the U.K. may not be able to fund its debt service obligations through operating cash flow in the future. 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. has incurred losses in the past and may not be profitable in the future. debt agreements limit its ability to operate its business. is a holding company dependent upon cash flow from subsidiaries to meet its obligations. subject to currency and interest rate risks.

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857957--3/27/2008--SOUTH_HERTFORDSHIRE_UNITED_KINGDOM_FUND_LTD