|UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
|-----------------------------------------------------------------------



|FORM 10-Q
|---------



|[X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 
                                      For the quarterly period ended September 30, 2007
[   ] Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
                        For the transition period from _________ to _____________
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|Commission File Number 000-50258
|--------------------------------



|Belrose Capital Fund LLC
(Exact Name of Registrant as Specified in Its Charter)
|-------------------------------------------------------------------------------

Delaware
     
     04-3613468(State of Organization)
     
     (I.R.S. Employer Identification No.)The Eaton Vance Building255 State StreetBoston, Massachusetts
     
     02109(Address of Principal Executive Offices)
     
     (Zip Code)Registrants Telephone Number, Including Area Code:
     
     617-482-8260




|None
(Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report)
|---------------------------------------------------------------------------------------

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 (the Act) during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes X     No  __

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer or a non-accelerated filer (as defined in Rule 12b-2 of the Act).   Large Accelerated Filer   X   Accelerated Filer  __  Non-Accelerated Filer __

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Act).    Yes  __    No  X



|Explanatory Note
|----------------

The Quarterly Report on Form 10-Q of BelroseCapital Fund LLC (the Fund) for the three and nine months ended September 30, 2007contains unaudited condensed restated consolidated financial statements for the three and nine months ended September 30, 2006. The condensed consolidated financial statements have been restated to present the Funds investment in real estate joint ventures (as described herein) using the equity method and to correct the allocation between realized gain (loss) and unrealized appreciation (depreciation) for certain investments. The restatement did not affect the Funds net asset value per share, net assets, net investment income, net increase in net assets from operations or total return.

|         |  |                       |  | Belrose Capital Fund LLC                                                     |  |   
|-------- |  | --------------------- |  | ---------------------------------------------------------------------------- |  | --
|         |  |                       |  | Index to Form 10-Q                                                           |  |   
|PART I.  |  | FINANCIAL INFORMATION |  | Page                                                                        
|Item     |  | 1.                    |  | Financial Statements (Unaudited).                                            |  | 4 
|         |  |                       |  | Condensed Consolidated Statements of Assets and Liabilities                  |  |   
|         |  |                       |  | as ofSeptember 30, 2007andDecember 31, 2006                                  |  | 4 
|         |  |                       |  | Condensed Consolidated Statements of Operations for the                      |  |   
|         |  |                       |  | Three MonthsEndedSeptember 30, 2007and2006(Restated)                         |  |   
|         |  |                       |  | and for theNineMonths EndedSeptember 30, 2007and2006(Restated)               |  | 5 
|         |  |                       |  | Condensed Consolidated Statements of Changes in Net Assets                   |  |   
|         |  |                       |  | for theNineMonths EndedSeptember 30, 2007and the                             |  |   
|         |  |                       |  | Year EndedDecember 31, 2006                                                  |  | 7 
|         |  |                       |  | Condensed Consolidated Statements of Cash Flows for the                      |  |   
|         |  |                       |  | NineMonths EndedSeptember 30, 2007and2006(Restated)                          |  | 8 
|         |  |                       |  | Financial Highlights for theNineMonths EndedSeptember 30, 2007               |  |   
|         |  |                       |  | and the Year EndedDecember 31, 2006                                          |  | 10
|         |  |                       |  | Notes to Condensed Consolidated Financial Statements as ofSeptember 30, 2007 |  | 11
|Item     |  | 2.                    |  | Managements Discussion and Analysis of Financial Condition                  |  |   
|         |  |                       |  | and Results of Operations (MD&A).                                            |  | 20
|Item     |  | 3.                    |  | Quantitative and Qualitative Disclosures About Market Risk.                  |  | 24
|Item     |  | 4.                    |  | Controls and Procedures.                                                     |  | 26
|PART II. |  | OTHER INFORMATION     |  |                                                                             
|Item     |  | 1.                    |  | Legal Proceedings.                                                           |  | 27
|Item     |  | 1A.                   |  | Risk Factors.                                                                |  | 27
|Item     |  | 2.                    |  | Unregistered Sales of Equity Securities and Use of Proceeds.                 |  | 27
|Item     |  | 3.                    |  | Defaults Upon Senior Securities.                                             |  | 27

2

|Item          |  | 4. |  | Submission of Matters to a Vote of Security Holders. |  | 27
|------------- |  | -- |  | ---------------------------------------------------- |  | --
|Item          |  | 5. |  | Other Information.                                   |  | 27
|Item          |  | 6. |  | Exhibits.                                            |  | 27
|SIGNATURES    |  | 29
|EXHIBIT INDEX |  | 30

3



|PART I. FINANCIAL INFORMATIONItem 1. Financial Statements.
|----------------------------------------------------------



|BELROSE CAPITAL FUND LLC
Condensed Consolidated Statements of Assets and Liabilities (Unaudited)
|------------------------------------------------------------------------------------------------

|                                                                     |  | September 30, 2007 |  | December 31, 2006  
|-------------------------------------------------------------------- |  | ------------------ |  | -------------------
|                                                                     |  |                   
|Assets:                                                              |  |                    |  |                    
|Investment in Belvedere Capital Fund Company LLC                     |  |                    |  |                    
|(Belvedere Company)                                                  |  | $  1,983,873,699   |  | $   1,934,569,661  
|Investment in Partnership Preference Units                           |  | 106,822,543        |  | 100,325,303        
|Investment in Real Estate Joint Ventures                             |  | 140,964,307        |  | 136,882,283        
|Investment in Wholly Owned Properties                                |  | 171,973,915        |  | 135,438,523        
|Affiliated investment                                                |  | 3,172,386          |  | 1,053,938          
|                                                                     |  |                   
|Total investments                                                    |  | $ 2,406,806,850    |  | $  2,308,269,708   
|Cash                                                                 |  | 2,804,775          |  | 5,356,436          
|Distributions and interest receivable                                |  | 573,648            |  | 498                
|Interest receivable from affiliated investment                       |  | 20,043             |  | 15,854             
|Swap interest receivable                                             |  | -                  |  | 40,454             
|Open interest rate swap agreements, at value                         |  | 3,077,113          |  | 6,286,958          
|Other assets                                                         |  | 1,345,210          |  | 1,721,638          
|                                                                     |  |                   
|Total assets                                                         |  | $ 2,414,627,639    |  | $ 2,321,691,546    
|                                                                     |  |                   
|                                                                    
|Liabilities:                                                         |  |                    |  |                    
|Loan payable  Credit Facility                                       |  | $   410,500,000    |  | $   356,500,000    
|Mortgage notes payable                                               |  | 87,187,218         |  | 62,401,229         
|Payable to affiliate for investment advisory and administrative fees |  | 439,090            |  | 405,573            
|Payable to affiliate for distribution and servicing fees             |  | 612,315            |  | 613,678            
|Other accrued expenses:                                              |  |                    |  |                    
|Swap interest expense                                                |  | 457,961            |  | -                  
|Interest expense                                                     |  | 493,844            |  | 346,485            
|Other expenses and liabilities                                       |  | 809,485            |  | 1,767,436          
|Minority interest in subsidiary                                      |  | 218,500            |  | 210,000            
|                                                                     |  |                   
|Total liabilities                                                    |  | $    500,718,413   |  | $    422,244,401   
|                                                                     |  |                   
|                                                                    
|Net assets                                                           |  | $ 1,913,909,226    |  | $  1,899,447,145   
|                                                                     |  |                   
|                                                                    
|Shareholders Capital                                                |  | $ 1,913,909,226    |  | $  1,899,447,145   
|                                                                     |  |                   
|                                                                    
|Shares outstanding (unlimited number of shares authorized)           |  | 14,771,240         |  | 15,490,955         
|                                                                     |  |                   
|                                                                    
|Net asset value and redemption price per share                       |  | $           129.57 |  | $            122.62
|                                                                     |  |                   

See notes to unaudited condensed consolidated financial statements

4



|BELROSE CAPITAL FUND LLC
Condensed Consolidated Statements of Operations (Unaudited)
|------------------------------------------------------------------------------------

|                                                      |  | Three Months Ended |  | Nine Months Ended 
|----------------------------------------------------- |  | ------------------ |  | ------------------
|                                                      |  |                   
|                                                      |  |                    |  | September 30, 2006
|                                                      |  | September 30, 2007 |  | (Restated)(1)     
|                                                      |  |                   
|Investment Income:                                    |  |                    |  |                   
|Dividends allocated from Belvedere Company (net       |  |                    |  |                   
|of foreign taxes, $65,675, $54,485, $571,411          |  |                    |  |                   
|and $421,676, respectively)                           |  | $   9,262,991      |  | $   8,538,996     
|Interest allocated from Belvedere Company             |  | 198,776            |  |                   
|Security lending income allocated                     |  |                    |  |                   
|from Belvedere Company, net                           |  | 31,700             |  |                   
|Expenses allocated from Belvedere Company             |  | (2,918,284)        |  |                   
|                                                      |  |                   
|Net investment income allocated from                  |  |                    |  |                   
|Belvedere Company                                     |  | $  6,575,183       |  | $ 5,838,866       
|Rental income from Wholly Owned Properties            |  | 3,891,154          |  |                   
|Distributions from Partnership Preference Units       |  | 1,713,897          |  |                   
|Net investment income from Real Estate Joint Ventures |  | 1,843,350          |  |                   
|Interest                                              |  | 2,450              |  |                   
|Interest allocated from affiliated investment         |  | 74,025             |  |                   
|Expenses allocated from affiliated investment         |  | (6,782)            |  |                   
|                                                      |  |                   
|Total investment income                               |  | $ 14,093,277       |  | $ 11,370,612      
|                                                      |  |                   
|                                                     
|Expenses:                                             |  |                    |  |                   
|Investment advisory and administrative fees           |  | $   1,772,285      |  | $   1,627,533     
|Distribution and servicing fees                       |  | 928,346            |  |                   
|Interest expense on Credit Facility                   |  | 5,832,038          |  |                   
|Interest expense on mortgage notes                    |  | 1,242,397          |  |                   
|Property operating expenses                           |  | 1,097,854          |  |                   
|Miscellaneous                                         |  | 387,531            |  |                   
|                                                      |  |                   
|Total expenses                                        |  | $  11,260,451      |  | $  8,722,009      
|Deduct                                               |  |                    |  |                   
|Reduction of investment advisory                      |  |                    |  |                   
|and administrative fees                               |  | 473,227            |  |                   
|                                                      |  |                   
|Net expenses                                          |  | $ 10,787,224       |  | $ 8,279,797       
|                                                      |  |                   
|Net investment income                                 |  | $  3,306,053       |  | $ 3,090,815       
|                                                      |  |                   



|See notes to unaudited condensed consolidated financial statements
|------------------------------------------------------------------

5



|BELROSE CAPITAL FUND LLC
Condensed Consolidated Statements of Operations (Unaudited) (Continued)
|------------------------------------------------------------------------------------------------

|                                                      |  | Three Months Ended |  | Nine Months Ended 
|----------------------------------------------------- |  | ------------------ |  | ------------------
|                                                      |  |                   
|                                                      |  |                    |  | September 30, 2006
|                                                      |  | September 30, 2007 |  | (Restated)(1)     
|                                                      |  |                   
|Realized and Unrealized Gain (Loss)                   |  |                    |  |                   
|Net realized gain (loss)                             |  |                    |  |                   
|Investment transactions and foreign currency          |  |                    |  |                   
|transactions allocated from Belvedere                 |  |                    |  |                   
|Company (identified cost basis)                       |  | $  19,243,556      |  | $   7,996,319     
|Investment transactions in Partnership                |  |                    |  |                   
|Preference Units (identified cost basis)              |  | (24,736)           |  | (636,124)         
|Investment transactions in Real Estate Joint Ventures |  | -                  |  | 1,883,562         
|Interest rate swap agreements(2)                      |  | 670,193            |  | 658,750           
|                                                      |  |                   
|Net realized gain                                     |  | $ 19,889,013       |  | $   9,902,507     
|                                                      |  |                   
|                                                     
|Change in unrealized appreciation (depreciation)     |  |                    |  |                   
|Investments and foreign currency allocated            |  |                    |  |                   
|from Belvedere Company (identified cost basis)        |  | $   7,148,774      |  | $  67,177,809     
|Investments in Partnership Preference Units           |  |                    |  |                   
|(identified cost basis)                               |  | (3,628,674)        |  | 6,142,314         
|Investments in Real Estate Joint Ventures             |  | (6,543,960)        |  | 1,045,314         
|Investments in Wholly Owned Properties                |  | (26,951)           |  | (229,040)         
|Interest rate swap agreements                         |  | (4,245,875)        |  | (4,461,888)       
|                                                      |  |                   
|Net change in unrealized appreciation (depreciation)  |  | $ (7,296,686)      |  | $ 69,674,509      
|                                                      |  |                   
|                                                     
|Net realized and unrealized gain                      |  | $ 12,592,327       |  | $ 79,577,016      
|                                                      |  |                   
|                                                     
|Net increase in net assets from operations            |  | $ 15,898,380       |  | $ 82,667,831      
|                                                      |  |                   

|(1) | See Note 9.                                                                                     
|--- | ------------------------------------------------------------------------------------------------
|   
|(2) | Amounts represent net interest earned in connection with interest rate swap agreements (Note 6).
|   

See notes to unaudited condensed consolidated financial statements

6



|BELROSE CAPITAL FUND LLC
Condensed Consolidated Statements of Changes in Net Assets (Unaudited)
|-----------------------------------------------------------------------------------------------

|                                                         |  | Nine Months Ended  |  | Year Ended          
|-------------------------------------------------------- |  | ------------------ |  | --------------------
|                                                         |  | September 30, 2007 |  | December 31, 2006   
|                                                         |  |                   
|Increase (Decrease) in Net Assets:                       |  |                    |  |                     
|From operations                                         |  |                    |  |                     
|Net investment income                                    |  | $       10,954,823 |  | $        14,081,063 
|Net realized gain from investment transactions,          |  |                    |  |                     
|foreign currency transactions and interest               |  |                    |  |                     
|rate swap agreements                                     |  | 65,995,879         |  | 59,033,287          
|Net change in unrealized appreciation (depreciation) of  |  |                    |  |                     
|investments, foreign currency and interest               |  |                    |  |                     
|rate swap agreements                                     |  | 58,604,394         |  | 174,054,432         
|                                                         |  |                   
|Net increase in net assets from operations               |  | $    135,555,096   |  | $       247,168,782 
|                                                         |  |                   
|                                                        
|Transactions in Fund Shares                             |  |                    |  |                     
|Net asset value of Fund Shares issued to Shareholders in |  |                    |  |                     
|payment of distributions declared                        |  | $     11,132,632   |  | $          8,759,998
|Net asset value of Fund Shares redeemed                  |  | (102,347,116)      |  | (88,914,290)        
|                                                         |  |                   
|Net decrease in net assets from Fund Share transactions  |  | $   (91,214,484)   |  | $      (80,154,292) 
|                                                         |  |                   
|                                                        
|Distributions                                           |  |                    |  |                     
|Distributions to Shareholders                            |  | $   (29,878,531)   |  | $      (20,577,745) 
|                                                         |  |                   
|Total distributions                                      |  | $   (29,878,531)   |  | $     (20,577,745)  
|                                                         |  |                   
|                                                        
|Net increase in net assets                               |  | $     14,462,081   |  | $     146,436,745   
|                                                        
|Net assets:                                              |  |                    |  |                     
|At beginning of period                                   |  | $ 1,899,447,145    |  | $ 1,753,010,400     
|                                                         |  |                   
|At end of period                                         |  | $ 1,913,909,226    |  | $ 1,899,447,145     
|                                                         |  |                   

See notes to unaudited condensed consolidated financial statements

7



|BELROSE CAPITAL FUND LLC
Condensed Consolidated Statements of Cash Flows (Unaudited)
|------------------------------------------------------------------------------------

|                                                                                   |  | Nine Months Ended 
|---------------------------------------------------------------------------------- |  | ------------------
|                                                                                   |  |                   
|                                                                                   |  |                   
|                                                                                   |  | September 30, 2007
|                                                                                   |  |                   
|Cash Flows From Operating Activities                                              |  |                   
|Net increase in net assets from operations                                         |  | $  135,555,096    
|Adjustments to reconcile net increase in net assets from operations                |  |                   
|to net cash flows used in operating activities                                    |  |                   
|Net investment income allocated from Belvedere Company                             |  | (20,555,784)      
|Net investment income from Real Estate Joint Ventures                              |  | (5,204,737)       
|Capital contributions to Real Estate Joint Venture                                 |  | (1,200,000)       
|Distributions of earnings from Real Estate Joint Ventures                          |  | 2,694,023         
|Advances to Real Estate Joint Venture                                              |  | -                 
|Repayments of advances to Real Estate Joint Venture                                |  | -                 
|Interest received from advances to Real Estate Joint Venture                       |  | 64,902            
|Increase in short-term investments                                                 |  | -                 
|Increase in affiliated investment                                                  |  | (2,118,448)       
|Increase in distributions and interest receivable                                  |  | (573,150)         
|Increase in interest receivable from affiliated investment                         |  | (4,189)           
|Decrease in interest receivable for open swap agreements                           |  | 40,454            
|Increase in escrow deposits                                                        |  | -                 
|Decrease in other assets                                                           |  | 376,428           
|Increase in payable to affiliate for investment advisory and administrative fees   |  | 33,517            
|Increase (decrease) in payable to affiliate for distribution and servicing fees    |  | (1,363)           
|Increase in interest payable for open swap agreements                              |  | 457,961           
|Increase (decrease) in accrued interest and other accrued expenses and liabilities |  | (911,954)         
|Purchases of Partnership Preference Units                                          |  | (25,004,581)      
|Proceeds from sales of Partnership Preference Units                                |  | 13,111,323        
|Purchases of investments in Wholly Owned Properties                                |  | (33,524,989)      
|Improvements to Wholly Owned Property                                              |  | (136,282)         
|Net interest earned on interest rate swap agreements                               |  | 1,936,898         
|Net realized gain from investment transactions, foreign currency                   |  |                   
|transactions and interest rate swap agreements                                     |  | (65,995,879)      
|Net change in unrealized (appreciation) depreciation of investments,               |  |                   
|foreign currency and interest rate swap agreements                                 |  | (58,604,394)      
|                                                                                   |  |                   
|Net cash flows used in operating activities                                        |  | $ (59,565,148)    
|                                                                                   |  |                   
|                                                                                  
|Cash Flows From Financing Activities                                              |  |                   
|Proceeds from Credit Facility                                                      |  | $ 117,000,000     
|Repayments of Credit Facility                                                      |  | (63,000,000)      
|Proceeds from mortgage note                                                        |  | 25,500,000        
|Repayments of mortgage note                                                        |  | (714,011)         
|Issuance of real estate controlled subsidiary preferred shares                     |  | 8,500             
|Payments for Fund Shares redeemed                                                  |  | (3,035,103)       
|Distributions paid to Shareholders                                                 |  | (18,745,899)      
|                                                                                   |  |                   
|Net cash flows provided by financing activities                                    |  | $ 57,013,487      
|                                                                                   |  |                   
|                                                                                  
|Net increase (decrease) in cash                                                    |  | $ (2,551,661)     
|                                                                                  
|Cash at beginning of period                                                        |  | $   5,356,436     
|                                                                                   |  |                   
|Cash at end of period                                                              |  | $   2,804,775     
|                                                                                   |  |                   

See notes to unaudited condensed consolidated financial statements

8



| | BELROSE CAPITAL FUND LLC
Condensed Consolidated Statements of Cash Flows (Unaudited) (Continued)
| | ------------------------------------------------------------------------------------------------

|                                                             |  | Nine Months Ended 
|------------------------------------------------------------ |  | ------------------
|                                                             |  |                   
|                                                             |  |                   
|                                                             |  | September 30, 2007
|                                                             |  |                   
|Supplemental Disclosure and Non-cash Operating and           |  |                   
|Financing Activities                                        |  |                   
|Interest paid on loan  Credit Facility                      |  | $ 16,731,832      
|Interest paid on mortgage notes                              |  | $   2,797,508     
|Interest received on swap agreements, net                    |  | $ (2,435,313)     
|Reinvestment of distributions paid to Shareholders           |  | $ 11,132,632      
|Market value of securities distributed in payment of         |  |                   
|redemptions                                                  |  | $ 99,312,013      
|Market value of real property and other assets, net          |  |                   
|of current liabilities, assumed in conjunction with the      |  |                   
|acquisition of Wholly Owned Property                         |  | $ 33,493,039      
|Mortgage note assumed in conjunction with the acquisition of |  |                   
|Wholly Owned Property                                        |  | $                -
|                                                            
|                                                            
|(1)See Note 9.                                               |  |                   

See notes to unaudited condensed consolidated financial statements

9



|BELROSE CAPITAL FUND LLC
Condensed Consolidated Financial Statements (Unaudited) (Continued)
|--------------------------------------------------------------------------------------------

|Financial Highlights                                          |  |                    |  |     |  |                  
|------------------------------------------------------------- |  | ------------------ |  | --- |  | -----------------
|                                                              |  | Nine Months Ended  |  |     |  | Year Ended       
|                                                              |  | September 30, 2007 |  |     |  | December 31, 2006
|                                                             
|Net asset value  Beginning of period                         |  | $    122.620       |  |     |  | $      108.300   
|                                                             
|Income (loss) from operations                                 |  |                    |  |     |  |                  
|                                                             
|Net investment income(1)                                      |  | $       0.720      |  |     |  | $        0.885   
|Net realized and unrealized gain                              |  | 8.160              |  |     |  | 14.715           
|                                                             
|Total income from operations                                  |  | $       8.880      |  |     |  | $      15.600    
|                                                             
|Distributions                                                 |  |                    |  |     |  |                  
|                                                             
|Distributions to Shareholders                                 |  | $     (1.930)      |  |     |  | $     (1.280)    
|                                                             
|Total distributions                                           |  | $     (1.930)      |  |     |  | $     (1.280)    
|                                                             
|Net asset value  End of period                               |  | $    129.570       |  |     |  | $    122.620     
|                                                             
|                                                             
|Total Return(2)                                               |  | 7.35%              |  | (3) |  | 14.56%           
|                                                             
|Ratios as a percentage of average net assets                  |  |                    |  |     |  |                  
|                                                             
|Investment advisory and administrative fees, distribution and |  |                    |  |     |  |                  
|servicing fees and other operating expenses(4)(5)             |  | 1.12%              |  | (9) |  | 1.13%            
|Interest and other borrowing costs(4)(6)                      |  | 1.18%              |  | (9) |  | 1.16%            
|Expenses of Wholly Owned Properties(7)                        |  | 0.49%              |  | (9) |  | 0.12%            
|                                                              |  |                   
|Total expenses                                                |  | 2.79%              |  | (9) |  | 2.41%            
|                                                             
|Net investment income(6)                                      |  | 0.77%              |  | (9) |  | 0.78%            
|                                                             
|                                                             
|Ratios as a percentage of average gross assets(8)             |  |                    |  |     |  |                  
|                                                             
|Investment advisory and administrative fees, distribution and |  |                    |  |     |  |                  
|servicing fees and other operating expenses(4)(5)             |  | 0.83%              |  | (9) |  | 0.84%            
|Interest and other borrowing costs(4)(6)                      |  | 0.88%              |  | (9) |  | 0.87%            
|Expenses of Wholly Owned Properties(7)                        |  | 0.36%              |  | (9) |  | 0.09%            
|                                                              |  |                   
|Total expenses                                                |  | 2.07%              |  | (9) |  | 1.80%            
|                                                             
|Net investment income(6)                                      |  | 0.57%              |  | (9) |  | 0.58%            
|                                                             
|Supplemental Data                                             |  |                    |  |     |  |                  
|                                                             
|Net assets, end of period (000s omitted)                     |  | $ 1,913,909        |  |     |  | $ 1,899,447      
|Portfolio turnover of Tax-Managed Growth Portfolio(10)        |  | 2%                 |  |     |  | 1%               
|                                                             

|(1)  | Calculated using average shares outstanding.                                                                                                                                                                                                                                                                                                                             
|---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    
|(2)  | Returns are historical and are calculated by determining the percentage change in net asset value with all distributions reinvested.                                                                                                                                                                                                                                     
|    
|(3)  | Not annualized.                                                                                                                                                                                                                                                                                                                                                          
|    
|(4)  | Includes the expenses of Belrose Capital Fund LLC (Belrose Capital) and Belrose Realty Corporation (Belrose Realty). Does not include expenses of Belrose Realty's Wholly Owned Properties.                                                                                                                                                                              
|    
|(5)  | Includes Belrose Capital's share of Belvedere Capital Fund Company LLC's (Belvedere Company) allocated expenses, including those expenses allocated from Tax-Managed Growth Portfolio.                                                                                                                                                                                   
|    
|(6)  | Ratios do not include net interest earned or incurred in connection with interest rate swap agreements. Had such amounts been included, ratios would have been lower or higher.                                                                                                                                                                                          
|    
|(7)  | Represents expenses incurred by Belrose Realty's Wholly Owned Properties.                                                                                                                                                                                                                                                                                                
|    
|(8)  | Average gross assets means the average daily amount of the value of all assets of Belrose Capital (including Belrose Capital's interest in Belvedere Company and Belrose Capital's ratable share of the assets of its direct and indirect subsidiaries, real estate joint ventures and co-owned real property investments, if any), without reduction by any liabilities.
|    
|(9)  | Annualized.                                                                                                                                                                                                                                                                                                                                                              
|    
|(10) | Excludes the value of portfolio securities contributed or distributed as a result of in-kind shareholder transactions. The total turnover rate of Tax-Managed Growth Portfolio including in-kind contributions and distributions was 5% and 7% for the nine months ended September 30, 2007 and for the year ended December 31, 2006, respectively.                      
|    

See notes to unaudited condensed consolidated financial statements

10



|BELROSE CAPITAL FUND LLC as of September 30, 2007 
Notes to Condensed Consolidated Financial Statements (Unaudited)
|-------------------------------------------------------------------------------------------------------------------

1 Basis of Presentation

The condensed consolidated interim financial statements of Belrose Capital Fund LLC (Belrose Capital) and its subsidiaries (collectively, the Fund) have been prepared, without audit, in accordance with accounting principles generally accepted in the United States of America (GAAP) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, certain information and footnote disclosures normally included in annual financial statements prepared in accordance with GAAP have been condensed or omitted as permitted by such rules and regulations. All adjustments, consisting of normal recurring adjustments, have been included. Management believes that the disclosures are adequate to present fairly the financial position, results of operations, cash flows and financial highlights as of the dates and for the periods presented. It is suggested that these interim financial statements be read in conjunction with the financial statements and the notes thereto included in the Funds latest annual report on Form 10-K. Results for interim periods are not necessarily indicative of those to be expected for the full fiscal year.

The condensed consolidated statement of assets and liabilities at December 31, 2006 and the condensed consolidated statement of changes in net assets and the financial highlights for the year then ended have been derived from the December 31, 2006 audited financial statements but do not include all of the information and footnotes required by GAAP for complete financial statements as permitted by the instructions to Form 10-Q and Article 10 of Regulation S-X.

2 Recently Issued Accounting Pronouncements

In February 2007, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards (SFAS) No. 159, The Fair Value Option for Financial Assets and Financial Liabilities - including an amendment of FASB Statement No. 115. SFAS No. 159 permits entities to elect to measure certain financial assets and liabilities at fair value. Unrealized gains and losses on items for which the fair value option has been elected will be reported in earnings at each subsequent reporting date. SFAS No. 159 is effective as of the beginning of the first fiscal year that begins after November 15, 2007. Management is currently evaluating the impact the adoption of SFAS No. 159 will have on the Funds financial statements, if any.

In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements. SFAS No. 157 defines fair value, establishes a framework for measuring fair value in accordance with generally accepted accounting principles and expands disclosure about fair value measurements. SFAS No. 157 is effective for fiscal years beginning after November 15, 2007. Management is currently evaluating the impact the adoption of SFAS No. 157 will have on the Funds financial statement disclosures.

In June 2006, the FASB issued FASB Interpretation No. 48 (FIN 48), Accounting for Uncertainty in Income Taxes  an interpretation of SFAS No. 109. FIN 48 clarifies the accounting for uncertainty in income taxes recognized in accordance with SFAS No. 109, Accounting for Income Taxes. FIN 48 is effective during the first required financial reporting period for fiscal years beginning after December 15, 2006.

Management adopted the provisions of FIN 48 on March 30, 2007, as required. The adoption of FIN 48 did not have a material effect on the net asset value, financial condition or results of operations of the Fund. In accordance with the requirements of FIN 48, the Fund evaluated all tax years still subject to potential audit under state and federal income tax law in reaching its accounting conclusions.

11

The Funds policy is to recognize interest expense and penalties related to uncertain tax positions as tax expense when incurred, which is included in miscellaneous expenses on the consolidated financial statements, if any.

The Fund is a partnership and does not incur income tax liability, and the shareholders and partners thereof are individually responsible for taxes on items of partnership income, gain, loss and deduction. The controlled subsidiary of the Fund, Belrose Realty Corporation (Belrose Realty) has qualified and intends to qualify as a real estate investment trust (REIT) and generally intends to distribute at least 100% of its taxable income to the Fund. As a result of its REIT status, Belrose Realty is able to claim a dividends paid deduction on its tax return to deduct the full amount of common and preferred dividends paid to stockholders when computing its annual federal taxable income, which results in Belrose Realtys taxable income being passed through to the Fund.

3 Investment Transactions

The following table summarizes the Funds investment transactions, other than short-term obligations, for the nine months ended September 30, 2007 and 2006:

|                                                              |  | Nine Months Ended 
|------------------------------------------------------------- |  | ------------------
|                                                              |  |                   
|Investment Transactions                                       |  | September 30, 2007
|                                                             
|Decreases in investment in Belvedere Capital Fund Company LLC |  | $ 99,312,013      
|Increases in Partnership Preference Units(1)                  |  | $ 25,004,581      
|Decreases in Partnership Preference Units(2)                  |  | $ 13,111,323      
|Increase in investment in Wholly Owned Property(3)            |  | $ 33,524,989      
|                                                             

|(1) | Increases in Partnership Preference Units for the nine months ended September 30, 2007 and 2006 include Partnership Preference Units purchased from real estate investment affiliates of other investment funds advised by Boston Management and Research (Boston Management).                                                                                                                                                                                                                                                                                                                                                                                               
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(2) | Decreases in Partnership Preference Units for the nine months ended September 30, 2007 and 2006 represent Partnership Preference Units sold to real estate investment affiliates of other investment funds advised by Boston Management for which net realized losses of $4,654 and $877,675 were recognized, respectively.                                                                                                                                                                                                                                                                                                                                                  
|   
|(3) | On May 11, 2007, Belrose Realty purchased a direct investment in real property through Bel Larimer, LLC (Bel Larimer), a wholly owned real property (Wholly Owned Property). Bel Larimer owns a retail building consisting of approximately 172,720 square feet of rentable office space and 16.5 acres of land in Colorado. Bel Larimer is leased to a single tenant under a triple net lease pursuant to a non-cancelable, fixed term operating lease expiring in February 2018, with options to extend for six additional five year periods. As of September 30, 2007, Bel Larimer is 100% leased. The estimated fair value of the real property acquired was $33,594,401.
|   
|    | In September 2006, Belrose Realty purchased a direct investment in real property through a wholly owned subsidiary, Bel Marlborough Campus, LLC (Bel Marlborough). Bel Marlborough owns an office campus of approximately 530,000 square feet of rentable space and 126 acres of land. At the date of the transaction, the value of the real property was $135,031,025 and the mortgage loan balance assumed was $62,703,613. Transaction costs incurred of $229,040 were recognized as an unrealized loss upon acquisition.                                                                                                                                                 
|   

4 Indirect Investment in the Portfolio

The following table summarizes the Funds investment in Tax-Managed Growth Portfolio (the Portfolio) through Belvedere Capital Fund Company LLC (Belvedere Company) for the nine months ended September 30, 2007 and 2006, including allocations of income, expenses and net realized and unrealized gains (losses) for the respective periods then ended:

12

|                                                           |  | Nine Months Ended  
|---------------------------------------------------------- |  | -------------------
|                                                           |  |                    
|                                                           |  | September 30, 2007 
|                                                          
|Belvedere Companys interest in the Portfolio(1)           |  | $ 15,642,617,856   
|The Funds investment in Belvedere Company(2)              |  | $   1,983,873,699  
|Income allocated to Belvedere Company from the Portfolio   |  | $     227,701,307  
|Income allocated to the Fund from Belvedere Company        |  | $       29,327,259 
|Expenses allocated to Belvedere Company from the Portfolio |  | $       50,587,426 
|Expenses allocated to the Fund from Belvedere Company(3)   |  | $         8,771,475
|Net realized gain from investment transactions and foreign |  |                    
|currency transactions allocated to Belvedere Company       |  |                    
|from the Portfolio                                         |  | $     500,687,896  
|Net realized gain from investment transactions and foreign |  |                    
|currency transactions allocated to the Fund from Belvedere |  |                    
|Company                                                    |  | $      64,102,167  
|Net change in unrealized appreciation (depreciation) of    |  |                    
|investments and foreign currency allocated to Belvedere    |  |                    
|Company from the Portfolio                                 |  | $    500,718,044   
|Net change in unrealized appreciation (depreciation) of    |  |                    
|investments and foreign currency allocated to the Fund     |  |                    
|from Belvedere Company                                     |  | $      63,958,100  
|                                                          

|(1) | As of September 30, 2007 and 2006, the value of Belvedere Companys interest in the Portfolio represents 74.3% and 72.6% of the Portfolios net assets, respectively.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(2) | As of September 30, 2007 and 2006, the Funds investment in Belvedere Company represents 12.7% and 13.3% of Belvedere Companys net assets, respectively.            
|   
|(3) | Expenses allocated to the Fund from Belvedere Company represent:                                                                                                     
|   

|                                      |  | Nine Months Ended 
|------------------------------------- |  | ------------------
|                                      |  |                   
|                                      |  | September 30, 2007
|                                     
|Expenses allocated from the Portfolio |  | $ 6,515,660       
|Servicing fees                        |  | $ 2,200,615       
|Operating expenses                    |  | $     55,200      
|                                     

A summary of the Portfolios Statement of Assets and Liabilities at September 30, 2007, December 31, 2006 and September 30, 2006 and its operations for the nine months ended September 30, 2007, for the year ended December 31, 2006 and for the nine months ended September 30, 2006 follows:

|                                 |  | September 30, 2007 |  | December 31, 2006        |  | September 30, 2006
|-------------------------------- |  | ------------------ |  | ------------------------ |  | ------------------
|                                 |  |                   
|Investments, at value            |  | $  21,089,856,678  |  | $ 20,355,992,040         |  | $ 19,439,239,888  
|Other assets                     |  | 64,757,475         |  | 39,293,430               |  | 78,906,482        
|                                
|Total assets                     |  | $  21,154,614,153  |  | $ 20,395,285,470         |  | $ 19,518,146,370  
|                                
|Collateral for securities loaned |  | $      105,441,176 |  | $                      - |  | $       73,528,000
|Management fee payable           |  | 7,336,097          |  | 7,278,009                |  | 6,899,225         
|Other liabilities                |  | 1,274,011          |  | 715,214                  |  | 766,434           
|                                
|Total liabilities                |  | $      114,051,284 |  | $         7,993,223      |  | $       81,193,659
|                                
|Net assets                       |  | $ 21,040,562,869   |  | $ 20,387,292,247         |  | $ 19,436,952,711  
|                                
|Dividends and interest           |  | $     308,715,231  |  | $     355,816,931        |  | $     265,160,702 
|                                
|Investment adviser fee           |  | $      65,949,169  |  | $      83,323,602        |  | $       61,773,044
|Other expenses                   |  | 2,258,631          |  | 2,966,211                |  | 2,291,366         
|Total expense reductions         |  | (90)               |  | (99)                     |  | (99)              
|                                
|Net expenses                     |  | $      68,207,710  |  | $      86,289,714        |  | $       64,064,311
|                                

13

|                                  |  | September 30, 2007 |  | December 31, 2006 |  | September 30, 2006
|--------------------------------- |  | ------------------ |  | ----------------- |  | ------------------
|                                  |  |                   
|Net investment income             |  | $   240,507,521    |  | $   269,527,217   |  | $    201,096,391  
|Net realized gain from investment |  |                    |  |                   |  |                   
|transactions and foreign currency |  |                    |  |                   |  |                   
|transactions                      |  | 757,855,638        |  | 644,738,498       |  | 511,100,262       
|Net change in unrealized          |  |                    |  |                   |  |                   
|appreciation (depreciation) of    |  |                    |  |                   |  |                   
|investments and foreign currency  |  | 594,377,082        |  | 1,577,971,043     |  | 697,368,140       
|                                 
|Net increase in net assets from   |  |                    |  |                   |  |                   
|operations                        |  | $ 1,592,740,241    |  | $ 2,492,236,758   |  | $ 1,409,564,793   
|                                 

5 Investments in Real Estate Joint Ventures

At September 30, 2007 and December 31, 2006, Belrose Realty held investments in two real estate joint ventures (Real Estate Joint Ventures), Deerfield Property Trust (Deerfield) and Katahdin Property Trust, LLC (Katahdin). Belrose Realty held a majority economic interest of 86.4% and 83.9% in Deerfield and 70.3% and 70.4% in Katahdin as of September 30, 2007 and December 31, 2006, respectively. Deerfield owns industrial distribution properties and Katahdin owns multifamily properties. Condensed summary financial data of the Real Estate Joint Ventures is presented below.

|                                           |  | September 30, 2007 |  | December 31, 2006
|------------------------------------------ |  | ------------------ |  | -----------------
|                                          
|Assets:                                    |  |                    |  |                  
|Investment in real estate                  |  | $ 426,340,610      |  | $ 425,726,033    
|Other assets                               |  | 11,138,338         |  | 9,606,679        
|                                           |  |                   
|Total assets                               |  | $ 437,478,948      |  | $ 435,332,712    
|                                           |  |                   
|Liabilities and Shareholders Equity:      |  |                    |  |                  
|Mortgage notes payable(1)                  |  | $ 243,246,020      |  | $ 244,470,903    
|Other liabilities                          |  | 6,582,634          |  | 6,656,555        
|                                           |  |                   
|Total liabilities                          |  | $ 249,828,654      |  | $ 251,127,458    
|                                           |  |                   
|Shareholders equity                       |  | $ 187,650,294      |  | $ 184,205,254    
|                                           |  |                   
|Total liabilities and shareholders equity |  | $ 437,478,948      |  | $ 435,332,712    
|                                           |  |                   

|(1) | The estimated fair value of the mortgage notes payable is approximately $248,500,000 and $251,000,000 as of September 30, 2007 and December 31, 2006, respectively. The mortgage notes payable generally cannot be prepaid or otherwise disposed of without incurring a substantial prepayment penalty unless the rental property financed by the mortgage notes payable is sold. Management generally has no current plans to prepay or otherwise dispose of the mortgage notes payable without the sale of the related rental property prior to the maturity date. The fair value of the mortgage notes is based on estimates using discounted cash flow analysis and current prevailing interest rates.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   

14

|                            |  | Three Months Ended |  | Nine Months Ended
|--------------------------- |  | ------------------ |  | -----------------
|                            |  |                   
|                            |  | September 30,      |  | September 30,    
|                            |  | 2007               |  | 2006             
|                           
|Revenues                    |  | $    10,658,255    |  | $  10,370,797    
|Expenses                    |  | 8,284,707          |  |                  
|                            |  |                   
|Net investment income       |  |                    |  |                  
|before realized and         |  |                    |  |                  
|unrealized gain (loss)      |  | $    2,373,548     |  | $  1,447,699     
|Realized gain (loss)        |  | -                  |  |                  
|Change in net unrealized    |  |                    |  |                  
|appreciation (depreciation) |  | (11,908,074)       |  |                  
|                            |  |                   
|Net increase (decrease) in  |  |                    |  |                  
|net assets from operations  |  | $ (9,534,526)      |  | $  1,431,970     
|                            |  |                   
|                           

6 Interest Rate Swap Agreements

Belrose Capital has entered into interest rate swap agreements with Merrill Lynch Capital Services, Inc. to fix the cost of a substantial portion of its borrowings under the Credit Facility and to mitigate in part the impact of interest rate changes on Belrose Capitals net asset value. Under such agreements, Belrose Capital has agreed to make periodic payments at fixed rates in exchange for payments at floating rates. The notional or contractual amounts of these instruments may not necessarily represent the amounts potentially subject to risk. The measurement of the risks associated with these investments is meaningful only when considered in conjunction with all related assets, liabilities and agreements. Interest rate swap agreements in place at September 30, 2007 and December 31, 2006 are listed below.

|          |  | Notional |  |        |  |                     |  | Initial                      |  |                                         |  |                            |  |             |  |          
|--------- |  | -------- |  | ------ |  | ------------------- |  | ---------------------------- |  | --------------------------------------- |  | -------------------------- |  | ----------- |  | ---------
|          |  | Amount   |  |        |  |                     |  | Optional                     |  | Final                                   |  | Unrealized Appreciation at
|Effective |  | (000s   |  | Fixed  |  | Floating            |  | Termination      Termination |  | September 30,              December 31,
|Date      |  | omitted) |  | Rate   |  | Rate                |  | Date                         |  | Date                                    |  | 2007                       |  | 2006       
|         
|10/03     |  | $ 31,588 |  | 4.180% |  | LIBOR + 0.30%       |  | 7/09                         |  | 6/10                                    |  | $ 631,587                  |  | $ 1,160,202
|10/03     |  | 37,943   |  | 4.160% |  | LIBOR + 0.30%       |  | 11/09                        |  | 6/10                                    |  | 744,838                    |  |             |  | 1,396,074
|10/03     |  | 83,307   |  | 4.045% |  | LIBOR + 0.30%       |  | -                            |  | 6/10                                    |  | 1,763,748                  |  |             |  | 3,291,836
|06/04     |  | 40,000   |  | 4.875% |  | 3 mo. LIBOR + 0.00% |  | -                            |  | 6/12                                    |  | (63,060)                   |  |             |  | 438,846  
|         
|          |  |          |  |        |  |                     |  |                              |  |                                         |  | $ 3,077,113                |  | $ 6,286,958
|         

7 Debt

A Mortgage Notes  In June 2007, Bel Larimer obtained first mortgage financing for its investment in real property in the amount of $25,500,000 maturing July 8, 2017. The mortgage note, which bears interest at a fixed-rate of 6.03% per annum, is secured by the real property held by Bel Larimer and is generally without recourse to Belrose Capital and Belrose Realty, except that there may be recourse for certain liabilities arising from actions such as fraud, misrepresentation, misappropriation of funds or breach of material covenants and liabilities arising from environmental conditions.

B Credit Facility On January 18, 2007, Belrose Capital amended its credit arrangement with Merrill Lynch Mortgage Capital, Inc. to decrease the amount of the revolving loan facility by $45,000,000 to an aggregate amount available for borrowing of $197,000,000. On May 9, 2007, Belrose Capital further

15

amended this credit arrangement to decrease the amount of the revolving loan facility by an additional $25,000,000 to an aggregate amount available for borrowing of $172,000,000. Borrowings under this credit arrangement accrue interest at a rate of one-month LIBOR plus 0.38% per annum. A commitment fee of 0.10% per annum is paid on the unused commitment amount. As of September 30, 2007, outstanding borrowings under this credit arrangement totaled $144,000,000.

There were no changes to the terms of Belrose Capitals credit arrangement with Dresdner Kleinwort Holdings I, Inc. during the nine months ended September 30, 2007. As of September 30, 2007, outstanding borrowings under this credit arrangement totaled $266,500,000.

8 Segment Information

Belrose Capital pursues its investment objective primarily by investing indirectly in the Portfolio through Belvedere Company. The Portfolio is a diversified investment company that emphasizes investments in common stocks of domestic and foreign growth companies that are considered by its investment adviser to be high in quality and attractive in their long-term investment prospects. The Funds investment income includes the Funds pro rata share of Belvedere Companys net investment income. Separate from its investment in Belvedere Company, Belrose Capital invests in real estate assets through its subsidiary, Belrose Realty. Belrose Realty invests directly and indirectly in Partnership Preference Units, Real Estate Joint Ventures (Note 5) and Wholly Owned Properties through its subsidiaries, Bel Larimer and Bel Marlborough. The Funds investment income from real estate assets primarily consists of rental income from Wholly Owned Property, distribution income from Partnership Preference Units and net investment income from Real Estate Joint Ventures.

Belrose Capital evaluates performance of the reportable segments based on the net increase (decrease) in net assets from operations of the respective segment, which includes net investment income (loss), net realized gain (loss) and the net change in unrealized appreciation (depreciation).

The Funds Credit Facility borrowings and related interest expense are centrally managed by the Fund. A portion of the Credit Facility borrowings and related interest expense have been approximated and allocated to the real estate segment for presentation purposes herein. Credit Facility borrowings allocated to the real estate segment primarily represent estimated net amounts borrowed to purchase the Funds interest in real estate investments. The Funds interest rate swap agreement balances are presented as part of the real estate segment for presentation purposes herein. The accounting policies of the reportable segments are the same as those for Belrose Capital on a consolidated basis. No reportable segments have been aggregated. Reportable information by segment is as follows:

|                           |  | Three Months Ended |  | Nine Months Ended 
|-------------------------- |  | ------------------ |  | ------------------
|                           |  |                   
|                           |  | September 30, 2007 |  | September 30, 2006
|                           |  |                   
|Investment income          |  |                    |  |                   
|The Portfolio*             |  | $    6,575,183     |  | $    5,838,866    
|Real Estate                |  | 7,448,636          |  | 5,086,070         
|Unallocated                |  | 69,458             |  | 445,676           
|                           |  |                   
|Total investment income    |  | $  14,093,277      |  | $  11,370,612     
|                           |  |                   
|                          
|Net increase (decrease) in |  |                    |  |                   
|net assets from operations |  |                    |  |                   
|The Portfolio*             |  | $  32,593,151      |  | $  80,608,072     
|Real Estate                |  | (14,038,776)       |  | 3,541,521         
|Unallocated(1)             |  | (2,655,995)        |  | (1,481,762)       
|                           |  |                   
|Net increase in net assets |  |                    |  |                   
|from operations            |  | $  15,898,380      |  | $  82,667,831     
|                           |  |                   

16

|               |  | September 30, 2007 |  | December 31, 2006
|-------------- |  | ------------------ |  | -----------------
|               |  |                   
|Net assets     |  |                    |  |                  
|The Portfolio* |  | $1,983,746,943     |  | $ 1,934,444,234  
|Real Estate    |  | 46,075,440         |  | 51,020,601       
|Unallocated(2) |  | (115,913,157)      |  | (86,017,690)     
|               |  |                   
|Net Assets     |  | $1,913,909,226     |  | $ 1,899,447,145  
|               |  |                   

* Belrose Capital invests indirectly in the Portfolio through Belvedere Company.

(1)Unallocated amounts pertain to the overall operation of Belrose Capital and do not pertain to either segment. Included in this amount are distribution and servicing fees and unallocated Credit Facility interest expense as follows:

|                                 |  | Three Months Ended |  | Nine Months Ended 
|-------------------------------- |  | ------------------ |  | ------------------
|                                 |  |                   
|                                 |  | September 30, 2007 |  | September 30, 2006
|                                
|Distribution and servicing fees  |  | $    928,346       |  | $ 872,206         
|Credit Facility interest expense |  | $ 1,691,292        |  | $ 968,970         
|                                

|(2) | Amount includes unallocated liabilities, net of unallocated assets. Unallocated liabilities primarily consist of outstanding unallocated Credit Facility borrowings. Such borrowings are used to finance ongoing operations of the Fund and are not allocable to reportable segments. As of September 30, 2007 and December 31, 2006, such borrowings totaled approximately $119,771,000 and $90,593,000, respectively. Unallocated assets represent direct cash and short-term investments held by the Fund, including the Funds investment in Cash Management Portfolio. As of September 30, 2007 and December 31, 2006, such amounts totaled $4,811,950 and $5,529,094, respectively.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   

9 Restatement

In prior years condensed consolidated financial statements, Belrose Capital had consolidated Real Estate Joint Ventures in which Belrose Realty held a majority economic interest. After the issuance of the September 30, 2006 condensed consolidated financial statements, but prior to the issuance of its December 31, 2006 financial statements, Belrose Capital determined that such investments should not have been consolidated because Belrose Realty did not have voting rights sufficient to control significant decisions relating to the Real Estate Joint Ventures without the consent of the Real Estate Joint Venture partners and therefore the Real Estate Joint Venture investments should have been accounted for using the equity method. Accordingly, the Fund has restated its interim condensed consolidated statements of operations for the three and nine months ended September 30, 2006 and condensed consolidated statement of cash flows for the nine months ended September 30, 2006 to conform to the accounting treatment used at December 31, 2006.

The effect of deconsolidation on the Funds financial statements is to eliminate the presentation of the minority shareholders interest in the Real Estate Joint Venture investments and to present the Funds net investment in the Real Estate Joint Ventures using the equity method. Using the equity method, the Fund reports its share of the current periods Real Estate Joint Ventures net investment income, realized gains (losses), if any, and unrealized appreciation (depreciation) in the condensed consolidated statements of operations.

Additionally, certain amounts in the September 30, 2006 condensed consolidated financial statements were also restated due to the correction of the allocation of realized gain (loss) from Belvedere Company. This change resulted in a decrease to net realized gain (loss) and an increase in the net change in unrealized appreciation (depreciation) within the interim condensed consolidated statements of operations for the three and nine months ended September 30, 2006 and condensed consolidated statement of cash flows for the nine months ended September 30, 2006.

17

The restatement of September 30, 2006 balances has had no effect on the Funds previously stated net asset value per share, net assets, net investment income, net increase in net assets from operations or total return. Amounts restated in the Funds previously reported consolidated financial statements for the three and nine months ended September 30, 2006 are as follows:

|                                     |  | Three Months Ended |  | Nine Months Ended 
|------------------------------------ |  | ------------------ |  | ------------------
|                                     |  | September 30, 2006 |  | September 30, 2006
|                                     |  |                   
|Condensed Consolidated Statements    |  | Previously         |  |                   
|of Operations (Unaudited)            |  | Reported           |  |                   
|                                    
|Rental income                        |  | $ 10,532,608       |  | $      372,549    
|Net investment income from Real      |  |                    |  |                   
|Estate Joint Ventures                |  |                   |  |                   
|Interest                             |  | 656,414            |  |                   
|Total investment income              |  | $ 20,088,029       |  | $ 11,370,612      
|Property management and              |  |                    |  |                   
|administrative fees                  |  | $      463,047     |  | $                
|Interest expense on mortgage notes   |  | 4,116,937          |  |                   
|Property and maintenance expenses    |  | 2,322,183          |  |                   
|Property taxes and insurance         |  | 1,741,173          |  |                   
|Miscellaneous                        |  | 201,422            |  |                   
|Total expenses                       |  | $ 17,157,840       |  | $   8,722,009     
|Net expenses                         |  | $ 16,715,628       |  | $   8,279,797     
|Net investment income before         |  |                    |  |                   
|minority interests in net income of  |  |                    |  |                   
|controlled subsidiary                |  | $   3,372,401      |  | $   3,090,815     
|Minority interests in net income of  |  |                    |  |                   
|controlled subsidiary                |  | (281,586)          |  |                   
|Net realized gain (loss)             |  |                    |  |                   
|Investment transactions and foreign  |  |                    |  |                   
|currency transactions allocated from |  |                    |  |                   
|Belvedere Company (identified cost   |  |                    |  |                   
|basis)                               |  | $ 4,870,624        |  | $   7,996,319     
|Net realized gain                    |  | $ 6,776,812        |  | $   9,902,507     
|Change in unrealized appreciation    |  |                    |  |                   
|(depreciation)                       |  |                    |  |                   
|Investments and foreign currency     |  |                    |  |                   
|allocated from Belvedere Company     |  |                    |  |                   
|(identified cost basis)              |  | $ 70,303,504       |  | $ 67,177,809      
|Investments in other real estate     |  | 816,274            |  |                   
|Investments in Real Estate Joint     |  |                    |  |                   
|Ventures                             |  |                   |  |                   
|Investment in Wholly Owned Property  |  |                   |  |                   
|Net change in unrealized             |  |                    |  |                   
|appreciation (depreciation)          |  | $ 72,800,204       |  | $ 69,674,509      
|                                    

18

|                                                                     |  | Nine Months Ended     
|-------------------------------------------------------------------- |  | ----------------------
|                                                                     |  | September 30, 2006    
|                                                                     |  |                       
|                                                                     |  | Previously            
|Condensed Consolidated Statement of Cash Flows (Unaudited)           |  | Reported              
|                                                                    
|Net investment income from Real Estate Joint Ventures                |  | $                    
|Distributions of earnings from Real Estate Joint Ventures            |  |                      
|Advances to Real Estate Joint Venture                                |  |                      
|Repayments of advances to Real Estate Joint Venture                  |  |                      
|Interest received from advances to Real Estate Joint Venture         |  |                      
|(Increase) decrease in escrow deposits                               |  | 27,412,309            
|Increase in other assets                                             |  | 2,716,658             
|Increase (decrease) in security deposits, accrued interest and       |  |                       
|accrued other expenses and liabilities                               |  | (136,814)             
|Increase in accrued property taxes                                   |  | 997,464               
|Proceeds from sale of other real estate                              |  | 23,365,198            
|Improvements to rental property                                      |  | (3,494,300)           
|Payments for investments in other real estate                        |  | (102,548,017)         
|Purchases of investment in Wholly Owned Property                     |  |                      
|Minority interests in net income of controlled subsidiaries          |  | 1,381,989             
|Net realized gain from investment transactions, foreign currency     |  |                       
|transactions and interest rate swap agreements                       |  | (50,195,917)          
|Net change in unrealized (appreciation) depreciation of investments, |  |                       
|foreign currency and interest rate swap agreements                   |  | (77,350,927)          
|Net cash flows used in operating activities                          |  | $  (47,298,513)       
|Proceeds from mortgage notes                                         |  | $      6,538,000      
|Repayments of mortgage notes                                         |  | (599,934)             
|Proceeds from notes payable to minority shareholder                  |  | 11,054,197            
|Repayment of notes payable to minority shareholder                   |  | (28,931,152)          
|Net cash flows provided by financing activities                      |  | $     3,127,021       
|Net increase (decrease) in cash                                      |  | $ (44,171,492)        
|Cash at beginning of period                                          |  | $   51,271,803        
|Cash at end of period                                                |  | $     7,100,311       
|Supplemental Disclosure and Non-cash Operating and                   |  |                       
|Financing Activities                                                 |  |                       
|Interest paid on mortgage notes                                      |  | $   11,855,342        

19

Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations (MD&A).

The information in this report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the 1934 Act). Forward-looking statements typically are identified by use of terms such as may, will, should, might, expect, anticipate, estimate, and similar words, although some forward-looking statements are expressed differently. The actual results ofBelrose Capital Fund LLC (the Fund)could differ materially from those contained in the forward-looking statements due to a number of factors. The Fund undertakes no obligation to update publicly any forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by applicable law. Factors that could affect the Funds performance include a decline in the U.S. stock markets or in general economic conditions, adverse developments affecting the real estate industry, or fluctuations in interestrates.

The following discussion should be read in conjunction with the Fundsunaudited condensed consolidated financial statementsand related notesin Item 1 above. The MD&A gives effect to the restatement for the three and nine months ended September 30, 2006 as discussed in Note 9 to the condensed consolidated financial statements.

MD&A for the Quarter EndedSeptember 30, 2007Compared to the Quarter EndedSeptember 30, 2006.

Performance of the Fund.(1)The Funds investment objective is to achieve long-term, after-tax returns for shareholders. Eaton Vance Management (Eaton Vance), as the Funds manager, measures the Funds success in achieving its objective based on the investment returns of the Fund, using the S&P 500 Index as the Funds primary performance benchmark. The S&P 500 Index is a broad-based, unmanaged index of common stocks commonly used as a measure of U.S. stock market performance. Eaton Vances primary focus in pursuing total return is on the Funds common stock portfolio, which consists of its indirect interest in Tax-Managed Growth Portfolio (the Portfolio). The Fund invests in the Portfolio through its interest in Belvedere Capital Fund Company LLC (Belvedere Company). The Funds performance will differ from that of the Portfolio primarily due to its investments outside the Portfolio. In measuring the performance of the Funds real estate investments, Eaton Vance considers whether, through current returns and changes in valuation, the real estate investments achieve returns that over the long-term exceed the cost of the borrowings incurred to acquire such investments and thereby add to Fund returns. The Fund has entered into interest rate swap agreements to fix the cost of a substantial portion of its borrowings under the Credit Facility (described under Liquidity and Capital Resources below) and to mitigate in part the impact of interest rate changes on the Funds net asset value.

The Funds total return was 0.86% for the quarter ended September 30, 2007. This return reflects an increase in the Funds net asset value per share from $128.47 to $129.57 during the period. The total return of the S&P 500 Index was 2.03% over the same period. Last year, the Fund had a total return of 4.72% for the quarter ended September 30, 2006. This return reflected an increase in the Funds net asset value per share from $110.47 to $115.68 during the period. The S&P 500 Index had a total return of 5.66% over the same period.

Performance of the Portfolio.For the quarter ended September 30, 2007, the Portfolio had a total return of 1.72%, lagging the S&P 500 Index total return of 2.03% over the same period. Equity market volatility increased to its highest level in nearly four years as a sub-prime mortgage contraction led to a freezing of the credit markets. The domestic housing crisis coupled with rising food and commodity inflation caused additional uneasiness as investors feared both a slowing economy and rising inflation. The Federal Reserve lowered the discount rate in mid-August then lowered the federal funds rate 50 basis points in September. These actions provided a boost to the equity markets, and the broad market, represented by the S&P 500 Index, rebounded to finish the quarter with a modest gain. On average during the course of the quarter ended September 30, 2007, large capitalization stocks generally outperformed small- and mid-capitalization stocks and growth style investments remained ahead of their value counterparts.

During the third quarter of 2007, energy, information technology and industrial were the best performing sectors of the S&P 500 Index, while financial and consumer discretionary stocks underperformed the S&P 500 Index. The market leading industries of the third quarter included energy equipment and services, construction and engineering, communications

|(1) | Past performance is no guarantee of future results. Investment return and principal value will fluctuate so that shares, when redeemed, may be worth more or less than their original cost. Total returns are historical and are calculated by determining the percentage change in net asset value with all distributions reinvested. The Portfolios total return for the period reflects the total return of another fund that invests in the Portfolio adjusted for non-Portfolio expenses of that fund. Performance is for the stated time period only and is not annualized; due to market volatility, the Funds current performance may be lower or higher. The performance of the Fund and the Portfolio is compared to that of their benchmark, the S&P 500 Index. It is not possible to invest directly in an index.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   

20

equipment and household products. In contrast, the construction materials, building products, thrift and mortgage finance, real estate management and development, automobiles and household durables industries realized weaker returns.

The Portfolio remained overweight in the industrials and consumer staples sectors while continuing to underweight the technology, materials, utilities and telecommunications sectors during the period. The Portfolios relatively weaker performance versus the S&P 500 Index during the quarter was primarily the result of sub-par investment selections within the materials and information technology sectors. Coupled with underweight allocations, weaker stock picks within chemicals as well as the computers and peripherals industries detracted from results. Furthermore, the Portfolios underweight of the market-leading energy sector and slight overweight allocation to commercial banks also hindered performance. In contrast, the Portfolio gained from strong selections within the consumer staples and industrials sectors. The Portfolios emphasis of better performing machinery, household products and beverage stocks contributed to performance during the period.

Performance of Real Estate Investments. The Funds real estate investments are held through Belrose Realty Corporation (Belrose Realty). As of September 30, 2007, real estate investments included: two real estate joint ventures (Real Estate Joint Ventures), Deerfield Property Trust (Deerfield) and Katahdin Property Trust, LLC (Katahdin) that are majority owned by Belrose Realty; two wholly owned real properties (Wholly Owned Properties), Bel Marlborough Campus, LLC (Bel Marlborough) and Bel Larimer, LLC (Bel Larimer); and a portfolio of income-producing preferred equity interests in real estate operating partnerships that generally are affiliated with and controlled by real estate investment trusts (REITs) that are publicly traded (Partnership Preference Units). Deerfield owns industrial distribution properties, Katahdin owns multifamily properties, Bel Marlborough owns an office campus and Bel Larimer owns a retail property.

On May 11, 2007, Belrose Realty acquired Bel Larimer for approximately $33.5 million with proceeds from the Funds Credit Facility. On June 19, 2007, Bel Larimer obtained mortgage financing secured by its property of approximately $25.5 million, the proceeds from which were used to pay down the Funds Credit Facility.

During the quarter ended September 30, 2007, Belrose Realty acquired interests in additional Partnership Preference Units for approximately $25.0 million and sold interests in certain Partnership Preference Units for approximately $12.8 million (representing sales to real estate investment affiliates of other investment funds advised by Boston Management and Research (Boston Management)), recognizing a nominal loss on the sale transactions. During the quarter ended September 30, 2006, Belrose Realty sold interests in certain Partnership Preference Units for approximately $19.8 million (representing sales to real estate investment affiliates of other investment funds advised by Boston Management), recognizing a loss of approximately $0.6 million on the sales transactions.

During the quarter ended September 30, 2007, the Funds net investment income from real estate investments was approximately $5.1 million compared to approximately $4.9 million for the quarter ended September 30, 2006, an increase of $0.2 million or 4%. The increase in net investment income was principally due to a modest increase in the net investment income related to the Real Estate Joint Ventures and the acquisitions of Bel Marlborough in September 2006 and Bel Larimer in May 2007, partially offset by lower distributions from investments in Partnership Preference Units due to lower average holdings of Partnership Preference Units during the quarter. During the quarter ended September 30, 2006, the Funds net investment income from real estate investments increased due to higher distributions from investments in Partnership Preference Units due to more Partnership Preference Units held on average during the quarter, partially offset by the loss of net investment income related to the sale of a Real Estate Joint Venture in the second half of 2005.

During the quarter ended September 30, 2007, the Fund saw net unrealized depreciation of the estimated fair value of its real estate investments of approximately $10.2 million compared to net unrealized appreciation of approximately $7.0 million during the quarter ended September 30, 2006. Net unrealized depreciation of approximately $10.2 million consisted primarily of approximately $6.6 million of net unrealized depreciation in the value of Real Estate Joint Venture investments and approximately $3.6 million of net unrealized depreciation in the value of the Partnership Preference Units.

The Funds investments in real properties achieved modest returns during the quarter, benefiting from earnings in the expected range and capitalization rates and discount rates which reflect the continued robust investor demand for institutional-grade real estate. The estimated fair values for Partnership Preference Units decreased during the quarter due to widening credit spreads partially offset by a decline in interest rates during the quarter ended September 30, 2007.

Performance of Interest Rate Swap Agreements.For the quarter ended September 30, 2007, net realized and unrealized losses on the Funds interest rate swap agreements totaled approximately $3.6 million, compared to net realized and

21

unrealized losses of $3.8 million for the quarter ended September 30, 2006. Net realized and unrealized losses on swap agreements for the quarter ended September 30, 2007 consisted of $4.3 million of net unrealized losses due to changes in swap agreement valuations, partially offset by $0.7 million of periodic net payments received pursuant to outstanding swap agreements (classified as net realized gains on interest rate swap agreements in the Funds condensed consolidated financial statements). Net realized and unrealized losses on swap agreements for the quarter ended September 30, 2006 consisted of $4.5 million of net unrealized losses due to changes in swap agreement valuations, partially offset by $0.7 million of periodic net payments received pursuant to outstanding swap agreements. The negative contribution to Fund performance from changes in swap agreement valuations for the quarters ended September 30, 2007 and September 30, 2006 were attributable to decreases in swap rates during the period.

MD&A for theNine MonthsEndedSeptember 30, 2007Compared to theNine MonthsEndedSeptember 30, 2006.

Performance of the Fund.The Funds total return was 7.35% for the nine months ended September 30, 2007. This return reflects an increase in the Funds net asset value per share from $122.62 to $129.57 and a distribution of $1.93 per share during the period. The S&P 500 Index had a total return of 9.12% over the same period. Last year, the Fund had a total return of 8.08% for the nine months ended September 30, 2006. This return reflected an increase in the Funds net asset value per share from $108.30 to $115.68 and a distribution of $1.28 per share during the period. The S&P 500 Index had a total return of 8.52% over the same period.

Performance of the Portfolio.The Portfolios total return was 7.96% for the nine months ended September 30, 2007, underperforming the S&P 500 Index return of 9.12% . The U.S. equity markets posted strong returns during the first nine months of 2007, despite an increase in volatility to its highest level in nearly four years. Earnings growth during the period proved better than expected and merger and buyout activity continued at a robust clip, fueling the equity markets. Late in the summer, however, a sub-prime mortgage contraction led to a freezing of the credit markets, weighing on equities. The domestic housing crisis, coupled with rising food and commodity inflation, caused additional concern as investors feared both a slowing economy and rising inflation. The Federal Reserve addressed these issues by lowering the discount rate in mid-August then lowering the federal funds rate by 50 basis points in September. These actions provided a boost to equities, and the broad market, represented by the S&P 500 Index, rebounded to finish the third quarter with a gain. On average during the course of the period, large capitalization stocks generally outperformed small- and mid-capitalization stocks and growth style investments remained ahead of their value counterparts.

Despite increased volatility, eight out of ten economic sectors in the S&P 500 Index posted positive returns. Energy, materials and telecommunications were the top-performing sectors, while the financials and consumer discretionary sectors realized weaker returns. Index-leading industries of the first nine months of 2007 included internet and catalog retailers, construction and engineering, energy equipment and services, auto components, and machinery. Industries making negative contributions to the S&P 500 Index returns included commercial services, household durables, real estate management and development, thrifts and mortgage finance, and specialty retailers.

The Portfolio remained overweight in the industrials, financials, consumer staples and discretionary sectors, while continuing to underweight the technology, materials, telecommunications and utilities sectors. Stock selection and allocation decisions within the energy, information technology, and materials sectors were the primary contributors to the Portfolio's underperformance versus the S&P 500 Index during the period. Relatively weaker investment choices within the computers and peripherals sectors accounted for most of the performance shortfall. Although the Portfolio remained overweight in the market-leading energy sector, its relative underweight allocation in the energy equipment and services industry hurt returns. Within the materials sector, an underweight position in the metals and mining industry and sub-par stock selection in chemicals also detracted from performance. Additionally, selections within the biotechnology industry were disappointing.

In contrast, the Portfolio gained from relatively stronger investment selections within consumer staples and financials sectors. An emphasis in the strong-performing machinery industry within industrials also contributed positively to performance. The Portfolio also benefited from relatively better selections in the pharmaceuticals and communications equipment sectors.

Performance of Real Estate Investments.During the nine months ended September 30, 2007, Belrose Realty acquired interests in additional Partnership Preference Units for approximately $25.0 million and sold interests in certain Partnership Preference Units for approximately $13.1 million (including sales to real estate investment affiliates of other investment funds advised by Boston Management), recognizing a nominal loss on the sales transactions. During the nine months ended September 30, 2006, Belrose Realty acquired interests in additional Partnership Preference Units for approximately

22

$20.2 million and sold interests in certain Partnership Preference Units for approximately $27.8 million (including acquisitions from and sales to real estate investment affiliates of other investment funds advised by Boston Management), recognizing a net loss of approximately $0.9 million on the sales transactions.

During the nine months ended September 30, 2007, the Funds net investment income from real estate investments was approximately $14.5 million compared to approximately $15.3 million for the nine months ended September 30, 2006, a decrease of $0.8 million or 5%. The decrease was principally due to lower distributions from investments in Partnership Preference Units due to lower average holdings of Partnership Preference Units during the period, partially offset by the net investment income related to the acquisitions of Bel Marlborough in September 2006 and Bel Larimer in May 2007. During the nine months ended September 30, 2006, the Funds net investment income from real estate investments increased due to higher distributions from investments in Partnership Preference Units due to more Partnership Preference Units held on average during the period, partially offset by the loss of net investment income related to the sale of a Real Estate Joint Venture in the second half of 2005.

The estimated fair value of the Funds real estate investments was approximately $419.8 million at September 30, 2007 compared to approximately $372.6 million at December 31, 2006, a net increase of $47.2 million or 13%. This net increase was principally due to the acquisition of Bel Larimer, modest increases in the estimated fair value of Belrose Realtys investments in the Real Estate Joint Ventures and more Partnership Preference Units held at the end of the period, partially offset by a decline in the estimated fair value of Partnership Preference Units. The Funds investment in real properties achieved modest returns, benefiting from earnings in the expected range and capitalization rates and discount rates which reflect the continued robust investor demand for institutional-grade real estate. The estimated fair values for Partnership Preference Units decreased from December 31, 2006 due to a widening of credit spreads, while interest rates remained flat compared to December 31, 2006.

During the nine months ended September 30, 2007, the Fund saw net unrealized depreciation of the estimated fair value of its real estate investments of approximately $2.1 million compared to net unrealized appreciation of approximately $10.0 million during the nine months ended September 30, 2006. Net unrealized depreciation of approximately $2.1 million consisted primarily of approximately $5.4 million of net unrealized depreciation in the value of the Partnership Preference Units, partially offset by approximately $2.8 million of net unrealized appreciation in the value of Bel Marlborough and $0.5 million of net unrealized appreciation in the value of Real Estate Joint Venture investments.

Performance of Interest Rate Swap Agreements.For the nine months ended September 30, 2007, net realized and unrealized losses on the Funds interest rate swap agreements totaled approximately $1.3 million, compared to net realized and unrealized gains of $1.7 million for the nine months ended September 30, 2006. Net realized and unrealized losses on swap agreements for the nine months ended September 30, 2007 consisted of $3.2 million of net unrealized losses due to changes in swap agreement valuations, partially offset by $1.9 million of periodic net payments received pursuant to outstanding swap agreements (classified as net realized gains on interest rate swap agreements in the Funds condensed consolidated financial statements). Net realized and unrealized gains on swap agreements for the nine months ended September 30, 2006 consisted of $1.4 million of periodic net payments received pursuant to outstanding swap agreements and $0.3 million of net unrealized gains due to changes in swap agreement valuations. The negative contribution to Fund performance from changes in swap agreement valuations for the nine months ended September 30, 2007 was attributable to a decrease in the remaining term of the swap agreements. The positive contribution to Fund performance from changes in swap agreement valuations for the nine months ended September 30, 2006 was attributable to modestly higher swap rates resulting in a small positive impact to the Fund.



|Liquidity and Capital Resources.
|--------------------------------

Outstanding Borrowings.The Fund has entered into credit arrangements with Dresdner Kleinwort Holdings I, Inc. (DKH) and Merrill Lynch Mortgage Capital, Inc. (MLMC) (collectively, the Credit Facility) primarily to finance the Funds real estate investments and to satisfy the liquidity needs of the Fund. The Fund will continue to use the Credit Facility for such purposes in the future.

As of September 30, 2007, the Fund had outstanding borrowings of $410.5 million and unused loan commitments of $28.0 million under the Credit Facility. In the future, the Fund may increase the size of the Credit Facility (subject to lender consent) and the amount of outstanding borrowings thereunder.

On October 10, 2007, the Fund amended the DKH credit arrangement to increase the amount of borrowings by $105.0 million to an aggregate amount of outstanding borrowings of $371.5 million.

23

The Fund has entered into interest rate swap agreements with respect to a substantial portion of its borrowings under the Credit Facility. Pursuant to these agreements, the Fund makes periodic payments to the counterparty at predetermined fixed rates in exchange for floating rate payments that fluctuate with one-month and three-month LIBOR. During the terms of the outstanding interest rate swap agreements, changes in the underlying values of the agreements are recorded as unrealized appreciation or depreciation. As of September 30, 2007, the accumulated unrealized appreciationrelated to the interest rate swap agreements was approximately $3.1 million. As of December 31, 2006, the accumulated unrealized appreciationrelated to the interest rate swap agreements was approximately $6.3 million.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

Interest Rate Risk.The Funds primary exposure to interest rate risk arises from its real estate investments that are financed by the Fund with floating rate borrowings under the Credit Facility and by fixed-rate secured mortgage debt obligations of Bel Marlborough and Bel Larimer. Partnership Preference Units are fixed rate instruments whose values will generally decrease when interest rates rise and increase when interest rates fall. The interest rates on borrowings under the Credit Facility are reset at regular intervals based on one-month and three-month LIBOR. The Fund has entered into interestrate swap agreements to fix the cost of a substantial portion of its borrowings under the Credit Facility and to mitigate in part the impact of interest rate changes on the Funds net asset value. Under the terms of the interest rate swap agreements, the Fund makes cash payments at fixed rates in exchange for floating rate payments that fluctuate with one-month and three-month LIBOR. The Funds interest rate swap agreements will generally increase in value when interest rates rise and decrease in value when interest rates fall. In the future, the Fund may use other interest rate hedging arrangements (such as caps, floors and collars) to fix or limit borrowing costs. The use of interest rate hedging arrangements is a specialized activity that can expose the Fund to significant loss.

The following table summarizes the contractual maturities and weighted-average interest rates associated with the Funds significant non-trading financial instruments. The Fund has no market risk sensitive instruments held for trading purposes. This information should be read in conjunction with Notes 6 and 7 to the Funds unaudited condensed consolidated financial statementsin Item 1 above.



|Interest Rate Sensitivity
Cost, Principal (Notional) Amount
by Contractual Maturity and Callable Date
for the Twelve Months Ended September 30,*
|------------------------------------------------------------------------------------------------------------------------------------------------

EstimatedFair Valueas ofSeptember 30,2008
     
     2009
     
     2010
     
     2011
     
     2012
     
     Thereafter
     
     Total
     
     2007Rate sensitive liabilities:Long-term debt:Fixed-rate mortgages
     
     $978,293
     
     $1,040,370
     
     $1,096,649
     
     $1,155,972
     
     $1,209,995
     
     $81,705,939
     
     $87,187,218
     
     $ 83,400,000Average interest rate
     
     5.21%
     
     5.21%
     
     5.21%
     
     5.21%
     
     5.21%
     
     5.46%
     
     5.45%Variable-rate CreditFacility
     
     
     
     
     
     $410,500,000
     
     
     
     
     
     
     
     $410,500,000
     
     $410,500,000Average interest rate
     
     
     
     
     
     5.45%
     
     
     
     
     
     
     
     5.45%Rate sensitive derivativefinancial instruments:Pay fixed/receive variableinterest rateswap agreements
     
     
     
     
     
     $152,838,000
     
     
     
     $40,000,000
     
     
     
     $192,838,000
     
     $3,077,113Average pay rate
     
     
     
     
     
     4.10%
     
     
     
     4.88%
     
     
     
     4.26%


24

EstimatedFair Valueas ofSeptember 30,2008
     
     2009
     
     2010
     
     2011
     
     2012
     
     Thereafter
     
     Total
     
     2007Average receive rate
     
     
     
     
     
     5.42%
     
     
     
     5.23%
     
     
     
     5.38%Rate sensitiveinvestments:Fixed-rate PartnershipPreference Units:Colonial Realty LimitedPartnership, 7.25% SeriesB CumulativeRedeemable PerpetualPreferred Units,Callable 8/24/09,Current Yield: 7.97%
     
     
     
     $19,419,240
     
     
     
     
     
     
     
     
     
     $19,419,240
     
     $18,204,000Essex Portfolio, L.P.,7.875% Series BCumulative RedeemablePreferred Units,Callable 12/31/09,Current Yield: 8.13%
     
     
     
     
     
     $26,643,900
     
     
     
     
     
     
     
     $26,643,900
     
     $25,432,155Liberty Property LimitedPartnership, 7.40% SeriesH CumulativeRedeemable PreferredUnits,Callable 8/21/12,Current Yield: 7.77%
     
     
     
     
     
     
     
     
     
     $25,000,000
     
     
     
     $25,000,000
     
     $23,810,000MHC Operating LimitedPartnership, 8.0625%Series D CumulativeRedeemable PerpetualPreference Units,Callable 3/24/10,Current Yield: 8.48%
     
     
     
     
     
     $25,186,560
     
     
     
     
     
     
     
     $25,186,560
     
     $23,760,000PSA InstitutionalPartners, L.P., 6.4%Series NN CumulativeRedeemable PerpetualPreferred Units,Callable 3/17/10,Current Yield: 7.46%
     
     
     
     
     
     $7,189,950
     
     
     
     
     
     
     
     $7,189,950
     
     $6,435,000Vornado Realty L.P.,6.75% SeriesD-14 CumulativeRedeemable PreferredUnits,Callable 9/9/10,Current Yield: 7.35%(1)
     
     
     
     
     
     $8,831,389
     
     
     
     
     
     
     
     $8,831,389
     
     $9,181,388


|* | The amounts listed reflect the Funds positions as of September 30, 2007. The Funds current positions may differ.
|- | ------------------------------------------------------------------------------------------------------------------
| 

25

(1) Belrose Realtys interest in these Partnership Preference Units is held through Belvorn Holdings LLC.



|Item4. Controls and Procedures.
|-------------------------------

Fund Governance.As the Funds manager, the complete and entire management, control and operation of the Fund are vested in Eaton Vance. The Funds Chief Executive Officer and Chief Financial Officer intend to report to the Board of Directors of Eaton Vance, Inc. (the sole trustee of Eaton Vance) any significant deficiency in the design or operation of internal control over financial reporting which could adversely affect the Funds ability to record, process, summarize and report financial data, and any fraud, whether or not material, that involves management or other employees who have a significant role in the Funds internal control over financial reporting.

Disclosure Controls and Procedures.Eaton Vance, as the Funds manager, evaluated the effectiveness of the Funds disclosure controls and procedures (as defined by Rule 13a-15(e) of the 1934 Act) as of the end of the period covered by this report, with the participation of the Funds Chief Executive Officer and Chief Financial Officer. The Funds disclosure controls and procedures are the controls and other procedures that the Fund designed to ensure that it records, processes, summarizes and reports in a timely manner the information that the Fund must disclose in reports that it files or submits to the Securities and Exchange Commission. Based on that evaluation, the Funds Chief Executive Officer and Chief Financial Officer concluded that, as of September 30, 2007, the Funds disclosure controls and procedures were effective.

Internal Control Over Financial Reporting.There were no changes in the Funds internal control over financial reporting that occurred during the quarter ended September 30, 2007 that have materially affected or are reasonably likely to materially affect the Funds internal control over financial reporting.

26

PART II. OTHER INFORMATION

Item1. Legal Proceedings.

Although in the ordinary course of business the Fund and its subsidiaries may become involved in legal proceedings, the Fund is not aware of any material pending legal proceedings to which they are subject.

Item 1A. Risk Factors.

There have been no material changes from risk factors as previously disclosed in the Funds Form 10-K for the year ended December 31, 2006in response to Item 1A to Part 1 of Form 10-K.

Item2. Unregistered Sales of Equity Securities and Use of Proceeds.

As described in the Funds Annual Report on Form 10-K for the year ended December 31, 2006, shares of the Fund may be redeemed on any business day. The redemption price will be based on the net asset value next computed after receipt by the Fund of a written redemption request from a shareholder, including a proper form of signature guarantee and such other documentation the Fund and the transfer agent may then require. The Fund may, at its discretion, accept redemption requests submitted by facsimile transmission. Once accepted, a redemption request may not be revoked without the consent of the Fund. Settlement of redemptions will ordinarily occur within five business days of receipt by the Funds transfer agent of the original redemption request in good order, and (if applicable) promptly following registration and processing of stock certificates by the transfer agent of the issuer of the distributed securities. The right to redeem is available to all shareholders and all outstanding Fund shares are eligible for redemption (except for shares subject to an estate freeze election). During each month in the quarter ended September 30, 2007, the total number of shares redeemed and the average price paid per share were as follows:

Total No. of Shares
     
     Average Price PaidMonth Ended
     
     Redeemed(1)
     
     Per ShareJuly 31, 2007
     
     68,035.310
     
     $131.14August 31, 2007
     
     116,409.156
     
     $123.65September 30, 2007
     
     63,070.976
     
     $129.78Total
     
     247,515.442
     
     $128.40


|(1) | All shares redeemed during the periods were redeemed at the option of shareholders pursuant to the Funds redemption policy. The Fund has not announced any plans or programs to repurchase shares other than at the option of shareholders.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   

Item3. Defaults Upon Senior Securities.

None.

Item4. Submission of Matters to a Vote of Security Holders.

No matters were submitted to a vote of security holders during the quarterended September 30, 2007.

Item5. Other Information.

None.

Item6. Exhibits.

(a)       The following is a list of all exhibits filed as part of this Form 10-Q:

|4.1(f) |  | Amendment No. 6 dated October 10, 2007 to the Loan and Security Agreement between Belrose Capital    
|------ |  | -----------------------------------------------------------------------------------------------------
|       |  | Fund LLC and Dresdner Kleinwort Holdings, Inc.                                                       
|31.1   |  | Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 302 of the Sarbanes-
|       |  | Oxley Act of 2002                                                                                    

27

|    | 31.2                       | Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 302 of the Sarbanes- Oxley Act of 2002
|--- | -------------------------- | -----------------------------------------------------------------------------------------------------------------------
|   
|    | 32.1                       | Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes- Oxley Act of 2002
|   
|    | 32.2                       | Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes- Oxley Act of 2002
|   
|(b) | Reports on Form 8-K:
None.
|   

28



|SIGNATURES
|----------

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized officer on November 9, 2007.

BELROSE CAPITAL FUND LLC/s/Andrew C. FrenetteAndrew C. FrenetteChief Financial Officer(Duly Authorized Officer andPrincipal Financial Officer)


29

EXHIBIT INDEX

|4.1(f) |  | Amendment No. 6 dated October 10, 2007 to the Loan and Security Agreement between Belrose Capital Fund LLC      
|------ |  | ----------------------------------------------------------------------------------------------------------------
|       |  | and Dresdner Kleinwort Holdings, Inc.                                                                           
|31.1   |  | Certification Pursuant to18 U.S.C. Section 1350, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act   
|       |  | of  2002                                                                                                        
|      
|31.2   |  | Certification Pursuant to 18  U.S.C. Section 1350, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act 
|       |  | of  2002                                                                                                        
|32.1   |  | Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act  
|       |  | of  2002                                                                                                        
|32.2   |  | Certification Pursuant to 18 U.S.C. Section 1350,  as Adopted Pursuant to Section 906  of the Sarbanes-Oxley Act
|       |  | of  2002                                                                                                        

30