South Hertfordshire United Kingdom Fund, Ltd.
Media House, Bartley Wood Business Park, Hook,
Hampshire, RG27 9UP, England
VIA EDGAR
March 2, 2011
United States Securities and Exchange Commission
Office of Mergers & Acquisitions
100 F Street, N.E., Mail Stop 3628
Washington, D.C. 20549-3628
Attention: Ms. Peggy Kim
RE: |
| South Hertfordshire United Kingdom Fund, Ltd. |
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| Schedule 13E-3 filed February 1, 2011 |
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| File No. 5-82175 |
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| Schedule 14A filed February 1, 2011 |
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| File No. 0-19889 |
Dear Ms. Kim:
On behalf of the undersigned (each, a “Filing Person”, and collectively, the “Filing Persons”), we are writing to respond to the comments of the staff of the Division of Corporation Finance (the “Staff”) of the United States Securities and Exchange Commission (the “Commission”) set forth in your letter dated February 14, 2011 regarding the above-referenced Schedule 13E-3 and Schedule 14A, each filed on February 1, 2011.
In connection with the filing by South Hertfordshire United Kingdom Fund, Ltd. and the Filing Persons of Amendment No. 1 to Schedule 13E-3 and Amendment No. 1 to Schedule 14A, each of which is to be filed with the Commission concurrently with this letter, each Filing Person, solely for and on behalf of itself, acknowledges that:
· each Filing Person is responsible for the adequacy and accuracy of the disclosure in the above-referenced filings;
· Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the above-referenced filings; and
· each Filing Person may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
[Signature page follows]
Dated as of March 2, 2011
| SOUTH HERTFORDSHIRE UNITED KINGDOM FUND, LTD. | ||
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| By: | NTL FAWNSPRING LIMITED, its General Partner | |
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| By: | /s/ Robert Mackenzie |
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| Name: | Robert Mackenzie |
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| Title: | Director |
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| NTL FAWNSPRING LIMITED | ||
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| By: | /s/ Robert Mackenzie |
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| Name: | Robert Mackenzie |
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| Title: | Director |
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| NTL (B) LIMITED | ||
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| By: | /s/ Robert Mackenzie |
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| Name: | Robert Mackenzie |
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| Title: | Director |
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| VIRGIN MEDIA LIMITED | ||
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| By: | /s/ Robert Mackenzie |
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| Name: | Robert Mackenzie |
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| Title: | Director |
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| VIRGIN MEDIA INC. | ||
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| By: | /s/ Richard Tater |
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| Name: | Richard Tater |
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| Title: | Assistant Secretary |