|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 March 31, 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 _____     No   X  
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 Belrose Capital Fund LLC (the Fund) for the three months ended March 31, 2007 contains unaudited condensed restated consolidated financial statements for the three months ended March 31, 2006. The 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 of this financial information, and reviews and discussions related thereto, delayed the filing of the Funds Quarterly Report on Form 10-Q for the three months ended March 31, 2007. 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.                 
|Item                    
|                        
|                        
|                        
|                        
|                        
|                        
|                        
|                        
|                        
|                        
|                        
|                        
|Item                    
|                        
|Item                    
|Item                    
|PART II.                
|Item                    
|Item                    
|Item                    

2

|Item          |  | 3  | . |  | Defaults Upon Senior Securities.                     |  | 24
|------------- |  | -- | - |  | ---------------------------------------------------- |  | --
|Item          |  | 4  | . |  | Submission of Matters to a Vote of Security Holders. |  | 24
|Item          |  | 5  | . |  | Other Information.                                   |  | 24
|Item          |  | 6  | . |  | Exhibits.                                            |  | 24
|SIGNATURES    |  | 27
|EXHIBIT INDEX |  | 28

3

|PART I. FINANCIAL INFORMATION                                           |  |                                         |  |                                   
|----------------------------------------------------------------------- |  | --------------------------------------- |  | ----------------------------------
|Item 1. Financial Statements.                                           |  |                                         |  |                                   
|                                                                       
|BELROSE CAPITAL FUND LLC                                                |  |                                         |  |                                   
|Condensed Consolidated Statements of Assets and Liabilities (Unaudited) |  |                                         |  |                                   
|                                                                       
|                                                                       
|                                                                        |  | March 31, 2007                          |  | December 31, 2006                 
|                                                                        |  |                                         |  |                                   
|Assets:                                                                 |  |                                         |  |                                   
|Investment in Belvedere Capital Fund Company LLC                        |  |                                         |  |                                   
|(Belvedere Company)                                                     |  | $                    1,922,317,729      |  | $               1,934,569,661     
|Investment in Partnership Preference Units                              |  | 100,524,870                             |  | 100,325,303                       
|Investment in Real Estate Joint Ventures                                |  | 140,564,091                             |  | 136,882,283                       
|Investment in Wholly Owned Property                                     |  | 138,260,000                             |  | 135,438,523                       
|Affiliated investment                                                   |  | 5,735,230                               |  | 1,053,938                         
|                                                                        |  |                                         |  |                                   
|Total investments                                                       |  | $                    2,307,401,920      |  | $               2,308,269,708     
|Cash                                                                    |  | 3,210,662                               |  | 5,356,436                         
|Distributions and interest receivable                                   |  | 468                                     |  | 498                               
|Interest receivable from affiliated investment                          |  | 30,428                                  |  | 15,854                            
|Swap interest receivable                                                |  | -                                       |  | 40,454                            
|Open interest rate swap agreements, at value                            |  | 5,047,685                               |  | 6,286,958                         
|Other assets                                                            |  | 1,786,640                               |  | 1,721,638                         
|                                                                        |  |                                         |  |                                   
|Total assets                                                            |  | $                    2,317,477,803      |  | $               2,321,691,546     
|                                                                        |  |                                         |  |                                   
|                                                                       
|Liabilities:                                                            |  |                                         |  |                                   
|Loan payable  Credit Facility                                          |  | $                       383,500,000     |  | $                  356,500,000    
|Mortgage note payable                                                   |  | 62,157,373                              |  | 62,401,229                        
|Payable to affiliate for investment advisory and administrative fees    |  | 405,185                                 |  | 405,573                           
|Payable to affiliate for distribution and servicing fees                |  | 601,954                                 |  | 613,678                           
|Other accrued expenses:                                                 |  |                                         |  |                                   
|Swap interest expense                                                   |  | 446,708                                 |  | -                                 
|Interest expense                                                        |  | 456,661                                 |  | 346,485                           
|Other expenses and liabilities                                          |  | 1,021,229                               |  | 1,767,436                         
|Minority interest in subsidiary                                         |  | 210,000                                 |  | 210,000                           
|                                                                        |  |                                         |  |                                   
|Total liabilities                                                       |  | $                       448,799,110     |  | $                  422,244,401    
|                                                                        |  |                                         |  |                                   
|                                                                       
|Net assets                                                              |  | $                    1,868,678,693      |  | $               1,899,447,145     
|                                                                        |  |                                         |  |                                   
|                                                                       
|Shareholders Capital                                                   |  | $                    1,868,678,693      |  | $               1,899,447,145     
|                                                                        |  |                                         |  |                                   
|                                                                       
|Shares outstanding (unlimited number of shares authorized)              |  | 15,452,539                              |  | 15,490,955                        
|                                                                        |  |                                         |  |                                   
|                                                                       
|Net asset value and redemption price per share                          |  | $                                120.93 |  | $                           122.62
|                                                                        |  |                                         |  |                                   

See notes to unaudited condensed consolidated financial statements

4

|BELROSE CAPITAL FUND LLC                                    |  |                                            |  |                                   
|----------------------------------------------------------- |  | ------------------------------------------ |  | ----------------------------------
|Condensed Consolidated Statements of Operations (Unaudited) |  |                                            |  |                                   
|                                                           
|                                                            |  | Three Months Ended                        
|                                                            |  |                                           
|                                                            |  |                                            |  | March 31, 2006                    
|                                                            |  | March 31, 2007                             |  | (Restated)(1)                     
|                                                            |  |                                            |  |                                   
|Investment Income:                                          |  |                                            |  |                                   
|Dividends allocated from Belvedere Company                  |  |                                            |  |                                   
|(net of foreign taxes, $26,791 and $46,731, respectively)   |  | $                                9,201,900 |  | $                        7,533,380
|Interest allocated from Belvedere Company                   |  | 48,632                                     |  | 5,256                             
|Security lending income allocated                           |  |                                            |  |                                   
|from Belvedere Company, net                                 |  | 8,420                                      |  | 6,411                             
|Expenses allocated from Belvedere Company                   |  | (2,887,627)                                |  | (2,680,865)                       
|                                                            |  |                                            |  |                                   
|Net investment income allocated from                        |  |                                            |  |                                   
|Belvedere Company                                           |  | $                                6,371,325 |  | $                        4,864,182
|Rental income from Wholly Owned Property                    |  | 3,276,437                                  |  | -                                 
|Distributions from Partnership Preference Units             |  | 1,749,297                                  |  | 3,393,641                         
|Net investment income from Real Estate Joint Ventures       |  | 1,713,422                                  |  | 2,219,389                         
|Interest                                                    |  | 1,432                                      |  | 203,538                           
|Interest allocated from affiliated investment               |  | 66,976                                     |  | -                                 
|Expenses allocated from affiliated investment               |  | (6,251)                                    |  | -                                 
|                                                            |  |                                            |  |                                   
|Total investment income                                     |  | $                              13,172,638  |  | $                      10,680,750 
|                                                            |  |                                            |  |                                   
|                                                           
|Expenses:                                                   |  |                                            |  |                                   
|Investment advisory and administrative fees                 |  | $                                1,698,162 |  | $                        1,626,365
|Distribution and servicing fees                             |  | 920,417                                    |  | 868,426                           
|Interest expense on Credit Facility                         |  | 5,309,208                                  |  | 4,680,828                         
|Interest expense on mortgage note                           |  | 833,317                                    |  | -                                 
|Property operating expenses                                 |  | 1,407,972                                  |  | -                                 
|Miscellaneous                                               |  | 201,099                                    |  | 132,920                           
|                                                            |  |                                            |  |                                   
|Total expenses                                              |  | $                              10,370,175  |  | $                        7,308,539
|Deduct                                                     |  |                                            |  |                                   
|Reduction of investment advisory                            |  |                                            |  |                                   
|and administrative fees                                     |  | 473,150                                    |  | 444,565                           
|                                                            |  |                                            |  |                                   
|Net expenses                                                |  | $                                9,897,025 |  | $                        6,863,974
|                                                            |  |                                            |  |                                   
|                                                           
|Net investment income                                       |  | $                                3,275,613 |  | $                        3,816,776
|                                                            |  |                                            |  |                                   
|                                                           
|(1)See Note 10.                                             |  |                                            |  |                                   

See notes to unaudited condensed consolidated financial statements

5

|BELROSE CAPITAL FUND LLC                                                |  |                                                    |  |                                  
|----------------------------------------------------------------------- |  | -------------------------------------------------- |  | ---------------------------------
|Condensed Consolidated Statements of Operations (Unaudited) (Continued) |  |                                                   
|                                                                       
|                                                                        |  | Three Months Ended                                
|                                                                        |  |                                                   
|                                                                        |  |                                                    |  | March 31, 2006                   
|                                                                        |  | March 31, 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)                                         |  | $                                     15,818,224   |  | $                      14,095,366
|Investment transactions in Partnership                                  |  |                                                    |  |                                  
|Preference Units (identified cost basis)                                |  | 8,678                                              |  | 5,114                            
|Investment transactions in Real Estate Joint Ventures                   |  | (38,531)                                           |  | 3,399                            
|Interest rate swap agreements (2)                                       |  | 626,562                                            |  | 250,268                          
|                                                                        |  |                                                    |  |                                  
|Net realized gain                                                       |  | $                                     16,414,933   |  | $                      14,354,147
|                                                                        |  |                                                    |  |                                  
|                                                                       
|Change in unrealized appreciation (depreciation)                       |  |                                                    |  |                                  
|Investments and foreign currency allocated                              |  |                                                    |  |                                  
|from Belvedere Company (identified cost basis)                          |  | $                                  (19,834,227)    |  | $                      57,036,177
|Investments in Partnership Preference Units                             |  |                                                    |  |                                  
|(identified cost basis)                                                 |  | 355,058                                            |  | (5,163,918)                      
|Investments in Real Estate Joint Ventures                               |  | 2,008,099                                          |  | 7,873,619                        
|Investment in Wholly Owned Property                                     |  | 2,804,710                                          |  | -                                
|Interest rate swap agreements                                           |  | (1,239,273)                                        |  | 2,885,128                        
|                                                                        |  |                                                    |  |                                  
|Net change in unrealized appreciation (depreciation)                    |  | $                                  (15,905,633)    |  | $                      62,631,006
|                                                                        |  |                                                    |  |                                  
|                                                                       
|Net realized and unrealized gain                                        |  | $                                          509,300 |  | $                      76,985,153
|                                                                        |  |                                                    |  |                                  
|                                                                       
|Net increase in net assets from operations                              |  | $                                       3,784,913  |  | $                      80,801,929
|                                                                        |  |                                                    |  |                                  

|(1) | See Note 10.                                                                                    
|--- | ------------------------------------------------------------------------------------------------
|(2) | Amounts represent net interest earned in connection with interest rate swap agreements (Note 7).

See notes to unaudited condensed consolidated financial statements

6

|BELROSE CAPITAL FUND LLC                                               |  |                                                       |  |                                 |  |             
|---------------------------------------------------------------------- |  | ----------------------------------------------------- |  | ------------------------------- |  | ------------
|Condensed Consolidated Statements of Changes in Net Assets (Unaudited) |  |                                                       |  |                                
|                                                                      
|                                                                      
|                                                                       |  | Three Months Ended                                    |  | Year Ended                     
|                                                                       |  | March 31, 2007                                        |  | December 31, 2006              
|                                                                       |  |                                                       |  |                                
|Increase (Decrease) in Net Assets:                                     |  |                                                       |  |                                 |  |             
|From operations                                                       |  |                                                       |  |                                 |  |             
|Net investment income                                                  |  | $                                           3,275,613 |  | $                   14,081,063 
|Net realized gain from investment transactions,                        |  |                                                       |  |                                 |  |             
|foreign currency transactions and interest                             |  |                                                       |  |                                 |  |             
|rate swap agreements                                                   |  |                                                       |  | 16,414,933                      |  | 59,033,287  
|Net change in unrealized appreciation (depreciation) of                |  |                                                       |  |                                 |  |             
|investments, foreign currency and interest                             |  |                                                       |  |                                 |  |             
|rate swap agreements                                                   |  |                                                       |  | (15,905,633)                    |  | 174,054,432 
|                                                                       |  |                                                       |  |                                
|Net increase in net assets from operations                             |  | $                                           3,784,913 |  | $                 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                                |  |                                                       |  | (15,809,837)                    |  | (88,914,290)
|                                                                       |  |                                                       |  |                                
|Net decrease in net assets from Fund Share transactions                |  | $                                         (4,677,205) |  | $                 (80,154,292) 
|                                                                       |  |                                                       |  |                                
|                                                                      
|Distributions                                                         |  |                                                       |  |                                 |  |             
|Distributions to Shareholders                                          |  | $                                       (29,876,160)  |  | $                 (20,577,745) 
|                                                                       |  |                                                       |  |                                
|Total distributions                                                    |  | $                                       (29,876,160)  |  | $                 (20,577,745) 
|                                                                       |  |                                                       |  |                                
|                                                                      
|Net increase (decrease) in net assets                                  |  | $                                       (30,768,452)  |  | $                 146,436,745  
|                                                                      
|Net assets:                                                            |  |                                                       |  |                                 |  |             
|At beginning of period                                                 |  | $                                     1,899,447,145   |  | $              1,753,010,400   
|                                                                       |  |                                                       |  |                                
|At end of period                                                       |  | $                                     1,868,678,693   |  | $              1,899,447,145   
|                                                                       |  |                                                       |  |                                

See notes to unaudited condensed consolidated financial statements

7

|BELROSE CAPITAL FUND LLC                                                                    |  |                        |  |                              
|------------------------------------------------------------------------------------------- |  | ---------------------- |  | -----------------------------
|Condensed Consolidated Statements of Cash Flows (Unaudited)                                 |  |                        |  |                              
|                                                                                            |  | Three Months Ended    
|                                                                                            |  |                       
|                                                                                            |  |                        |  | March 31, 2006               
|                                                                                            |  | March 31, 2007         |  | (Restated)(1)                
|                                                                                            |  |                        |  |                              
|Cash Flows From Operating Activities                                                       |  |                        |  |                              
|Net increase in net assets from operations                                                  |  | $           3,784,913  |  | $          80,801,929        
|Adjustments to reconcile net increase in net assets from operations to net cash flows       |  |                        |  |                              
|provided by (used in) operating activities                                                 |  |                        |  |                              
|Net investment income allocated from Belvedere Company                                      |  | (6,371,325)            |  | (4,864,182)                  
|Net investment income from Real Estate Joint Ventures                                       |  | (1,713,422)            |  | (2,219,389)                  
|Capital contributions to Real Estate Joint Venture                                          |  | (1,200,000)            |  | -                            
|Distributions of earnings from Real Estate Joint Ventures                                   |  | 1,136,280              |  | 263,694                      
|Advances to Real Estate Joint Venture                                                       |  | -                      |  | 58,934,951                   
|Interest received from advances to Real Estate Joint Venture                                |  | 64,902                 |  | 746,048                      
|Increase in short-term investments                                                          |  | -                      |  | (6,153,653)                  
|Increase in affiliated investment                                                           |  | (4,681,292)            |  | -                            
|(Increase) decrease in distributions and interest receivable                                |  | 30                     |  | (607)                        
|Increase in interest receivable from affiliated investment                                  |  | (14,574)               |  | -                            
|Decrease in interest receivable for open swap agreements                                    |  | 40,454                 |  | 68,131                       
|Increase in other assets                                                                    |  | (65,002)               |  | (3,000)                      
|Increase (decrease) in payable to affiliate for investment advisory and administrative fees |  | (388)                  |  | 13,929                       
|Increase (decrease) in payable to affiliate for distribution and servicing fees             |  | (11,724)               |  | 388                          
|Increase in interest payable for open swap agreements                                       |  | 446,708                |  | 451,470                      
|Increase (decrease) in accrued interest and other accrued expenses and liabilities          |  | (636,031)              |  | 75,016                       
|Purchases of Partnership Preference Units                                                   |  | (4,581)                |  | (10,186,559)                 
|Proceeds from sales of Partnership Preference Units                                         |  | 168,750                |  | 210,000                      
|Improvements to Wholly Owned Property                                                       |  | (16,767)               |  | -                            
|Net interest earned on interest rate swap agreements                                        |  | 626,562                |  | 250,268                      
|Net realized gain from investment transactions, foreign currency                            |  |                        |  |                              
|transactions and interest rate swap agreements                                              |  | (16,414,933)           |  | (14,354,147)                 
|Net change in unrealized (appreciation) depreciation of investments,                        |  |                        |  |                              
|foreign currency and interest rate swap agreements                                          |  | 15,905,633             |  | (62,631,006)                 
|                                                                                            |  |                        |  |                              
|Net cash flows provided by (used in) operating activities                                   |  | $          (8,955,807) |  | $          41,403,281        
|                                                                                            |  |                        |  |                              
|                                                                                           
|Cash Flows From Financing Activities                                                       |  |                        |  |                              
|Proceeds from Credit Facility                                                               |  | $          58,000,000  |  | $                           -
|Repayments of Credit Facility                                                               |  | (31,000,000)           |  | (28,000,000)                 
|Repayments of mortgage note                                                                 |  | (243,856)              |  | -                            
|Payments for Fund Shares redeemed                                                           |  | (1,202,583)            |  | (1,386,259)                  
|Distributions paid to Shareholders                                                          |  | (18,743,528)           |  | (11,817,747)                 
|                                                                                            |  |                        |  |                              
|Net cash flows provided by (used in) financing activities                                   |  | $            6,810,033 |  | $        (41,204,006)        
|                                                                                            |  |                        |  |                              
|                                                                                           
|Net increase (decrease) in cash                                                             |  | $          (2,145,774) |  | $               199,275      
|                                                                                           
|Cash at beginning of period                                                                 |  | $            5,356,436 |  | $            1,738,271       
|                                                                                            |  |                        |  |                              
|Cash at end of period                                                                       |  | $            3,210,662 |  | $            1,937,546       
|                                                                                            |  |                        |  |                              

See notes to unaudited condensed consolidated financial statements

8

|BELROSE CAPITAL FUND LLC                                                |  |                                                    |  |                                          
|----------------------------------------------------------------------- |  | -------------------------------------------------- |  | -----------------------------------------
|Condensed Consolidated Statements of Cash Flows (Unaudited) (Continued) |  |                                                   
|                                                                       
|                                                                        |  | Three Months Ended                                
|                                                                        |  |                                                   
|                                                                        |  |                                                    |  | March 31, 2006                           
|                                                                        |  | March 31, 2007                                     |  | (Restated)(1)                            
|                                                                        |  |                                                    |  |                                          
|Supplemental Disclosure and Non-cash Operating and                      |  |                                                    |  |                                          
|Financing Activities                                                   |  |                                                    |  |                                          
|Interest paid on loan  Credit Facility                                 |  | $                                       5,199,032  |  | $                         4,609,102      
|Interest paid on mortgage note                                          |  | $                                          811,327 |  | $                                       -
|Interest received on swap agreements, net                               |  | $                                    (1,113,724)   |  | $                         (769,869)      
|Reinvestment of distributions paid to Shareholders                      |  | $                                     11,132,632   |  | $                         8,759,998      
|Market value of securities distributed in payment of                    |  |                                                    |  |                                          
|redemptions                                                             |  | $                                     14,607,254   |  | $                       21,929,649       
|                                                                       
|(1)See Note 10.                                                         |  |                                                    |  |                                          

See notes to unaudited condensed consolidated financial statements

9

|BELROSE CAPITAL FUND LLC                                      |  |                                                        |  |     |  |                               
|------------------------------------------------------------- |  | ------------------------------------------------------ |  | --- |  | ------------------------------
|Condensed Consolidated Financial Statements (Continued)       |  |                                                        |  |     |  |                               
|                                                             
|Financial Highlights (Unaudited)                              |  |                                                        |  |     |  |                               
|                                                              |  | Three Months Ended                                     |  |     |  | Year Ended                    
|                                                              |  | March 31, 2007                                         |  |     |  | December 31, 2006             
|                                                             
|Net asset value  Beginning of period                         |  | $                                            122.620   |  |     |  | $                    108.300  
|                                                             
|Income (loss) from operations                                 |  |                                                        |  |     |  |                               
|                                                             
|Net investment income(1)                                      |  | $                                                0.211 |  |     |  | $                        0.885
|Net realized and unrealized gain                              |  | 0.029                                                  |  |     |  | 14.715                        
|                                                             
|Total income from operations                                  |  | $                                                0.240 |  |     |  | $                      15.600 
|                                                             
|Distributions                                                 |  |                                                        |  |     |  |                               
|                                                             
|Distributions to Shareholders                                 |  | $                                             (1.930)  |  |     |  | $                     (1.280) 
|                                                             
|Total distributions                                           |  | $                                             (1.930)  |  |     |  | $                     (1.280) 
|                                                             
|Net asset value  End of period                               |  | $ 120.930                                              |  |     |  | $                    122.620  
|                                                             
|                                                             
|Total Return(2)                                               |  | 0.19%                                                  |  | (3) |  | 14.56%                        
|                                                             
|Ratios as a percentage of average net assets                  |  |                                                        |  |     |  |                               
|                                                             
|Expenses of Wholly Owned Property(4)                          |  | 0.48%                                                  |  | (9) |  | 0.12%                         
|Belrose Capital Fund LLC Expenses                             |  |                                                        |  |     |  |                               
|Interest and other borrowing costs(5)(6)                      |  | 1.14%                                                  |  | (9) |  | 1.16%                         
|Investment advisory and administrative fees, distribution and |  |                                                        |  |     |  |                               
|servicing fees and other operating expenses(5)(7)             |  | 1.12%                                                  |  | (9) |  | 1.13%                         
|                                                              |  |                                                       
|Total expenses                                                |  | 2.74%                                                  |  | (9) |  | 2.41%                         
|                                                             
|Net investment income(6)                                      |  | 0.70%                                                  |  | (9) |  | 0.78%                         
|                                                             
|                                                             
|Ratios as a percentage of average gross assets(8)             |  |                                                        |  |     |  |                               
|                                                             
|Expenses of Wholly Owned Property(4)                          |  | 0.36%                                                  |  | (9) |  | 0.09%                         
|Belrose Capital Fund LLC Expenses                             |  |                                                        |  |     |  |                               
|Interest and other borrowing costs(5)(6)                      |  | 0.85%                                                  |  | (9) |  | 0.87%                         
|Investment advisory and administrative fees, distribution and |  |                                                        |  |     |  |                               
|servicing fees and other operating expenses(5)(7)             |  | 0.84%                                                  |  | (9) |  | 0.84%                         
|                                                              |  |                                                       
|Total expenses                                                |  | 2.05%                                                  |  | (9) |  | 1.80%                         
|                                                             
|Net investment income(6)                                      |  | 0.53%                                                  |  | (9) |  | 0.58%                         
|                                                             
|Supplemental Data                                             |  |                                                        |  |     |  |                               
|                                                             
|Net assets, end of period (000s omitted)                     |  | $                                         1,868,679    |  |     |  | $                 1,899,447   
|Portfolio turnover of Tax-Managed Growth Portfolio(10)        |  | 0%  (11)                                               |  | 1% 
|                                                             

|(1)  | Calculated using average shares outstanding.                                                                                                                                                                                                                                                                                                                             
|---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(2)  | Returns are calculated by determining the percentage change in net asset value with all distributions reinvested.                                                                                                                                                                                                                                                        
|(3)  | Not annualized.                                                                                                                                                                                                                                                                                                                                                          
|(4)  | Represents expenses incurred by Belrose Realty Corporation's (Belrose Realty) Wholly Owned Property.                                                                                                                                                                                                                                                                     
|(5)  | Includes the expenses of Belrose Capital Fund LLC (Belrose Capital) and Belrose Realty. Does not include expenses of Belrose Realty's Wholly Owned Property.                                                                                                                                                                                                             
|(6)  | Ratio does not include net interest incurred or earned in connection with interest rate swap agreements. Had such amounts been included, ratio would have been higher or lower.                                                                                                                                                                                          
|(7)  | 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 and Cash Management Portfolio.                                                                                                                                                     
|(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 0% and 7% for the three months ended March 31, 2007 and for the year ended December 31, 2006, respectively.                         
|(11) | Amounts to less than 1%.                                                                                                                                                                                                                                                                                                                                                 

See notes to unaudited condensed consolidated financial statements

10

BELROSE CAPITAL FUND LLC as of March 31, 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.

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, if any, as tax expense when incurred, which is included in miscellaneous expenses on the consolidated financial statements.

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 has qualified and intends to qualify as a real estate investment trust (REIT) and intends to distribute at least 100% of its taxable income to the Fund. As a result of its REIT status, the Funds controlled subsidiary 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 the controlled subsidiarys taxable income being passed through to the Fund.



|3 Estate Freeze
|---------------

Shareholders in Belrose Capital are entitled to restructure their Fund Shares under what is termed an Estate Freeze Election. Under this election, Fund Shares are divided into Preferred Shares and Common Shares. Preferred Shares have a preferential right over the corresponding Common Shares equal to (i) 95% of the original capital contribution made in respect of the undivided Shares from which the Preferred Shares and Common Shares were derived, plus (ii) an annuity priority return equal to 7.75% of the Preferred Shares preferential interest in the original capital contribution of the undivided Fund Shares. The associated Common Shares are entitled to the remaining 5% of the original capital contribution in respect of the undivided Shares, plus any returns thereon in excess of the fixed annual priority of the Preferred Shares. The existence of restructured Fund Shares does not adversely affect Shareholders who do not make an election nor do the restructured Fund Shares have preferential rights to Fund Shares that have not been restructured. Shareholders who divide Fund Shares under this election sacrifice certain rights and privileges that they would otherwise have with respect to the Fund Shares so divided, including redemption rights and voting and consent rights. Upon the twentieth anniversary of the issuance of the associated undivided Fund Shares to the original holders thereof, Preferred and Common Shares will automatically convert into full and fractional undivided Fund Shares.

The allocation of Belrose Capitals net asset value per Share of $120.93 and $122.62 as of March 31, 2007 and December 31, 2006, respectively, between Preferred and Common shares that have been restructured is as follows:

|                          |  |                  |  | Per Share Value at |  |                 
|------------------------- |  | ---------------- |  | ------------------ |  | ----------------
|                          |  |                 
|                          |  | March 31, 2007   |  | December 31, 2006 
|                          |  |                 
|Date of Contribution      |  | Preferred Shares |  | Common Shares      |  | Preferred Shares
|                         
|February 19, 2003         |  | $ 87.18          |  | $ 33.75            |  | $ 87.77         
|                         
|                         
|4 Investment Transactions |  |                  |  |                    |  |                 

The following table summarizes the Funds investment transactions, other than short-term obligations, for the three months ended March 31, 2007 and 2006:

|                                                              |  | Three Months Ended                     
|------------------------------------------------------------- |  | ---------------------------------------
|                                                              |  |                                        
|Investment Transactions                                       |  | March 31, 2007                         
|                                                             
|Decreases in investment in Belvedere Capital Fund Company LLC |  | $                        14,607,254    
|Purchases of Partnership Preference Units (1)                 |  | $                                 4,581
|Sales of Partnership Preference Units                         |  | $                             168,750  
|                                                             

|(1) | Purchases of Partnership Preference Units for the three months ended March 31, 2007 and 2006 represent Partnership Preference Units purchased from real estate investment affiliates of other investment funds advised by Boston Management and Research.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   

12

5 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 three months ended March 31, 2007 and 2006, including allocations of income, expenses and net realized and unrealized gains (losses) for the periods then ended:

|                                                           |  | Three Months Ended                        
|---------------------------------------------------------- |  | ------------------------------------------
|                                                           |  |                                           
|                                                           |  | March 31, 2007                            
|                                                          
|Belvedere Companys interest in the Portfolio (1)          |  | $                       14,582,219,042    
|The Funds investment in Belvedere Company (2)             |  | $                         1,922,317,729   
|Income allocated to Belvedere Company from the Portfolio   |  | $                              70,744,130 
|Income allocated to the Fund from Belvedere Company        |  | $                                9,258,952
|Expenses allocated to Belvedere Company from the Portfolio |  | $                              16,470,855 
|Expenses allocated to the Fund from Belvedere Company (3)  |  | $                                2,887,627
|Net realized gain from investment transactions and foreign |  |                                           
|currency transactions allocated to Belvedere Company       |  |                                           
|from the Portfolio                                         |  | $                            122,914,854  
|Net realized gain from investment transactions and foreign |  |                                           
|currency transactions allocated to the Fund from Belvedere |  |                                           
|Company                                                    |  | $                              15,818,224 
|Net change in unrealized appreciation (depreciation) of    |  |                                           
|investments and foreign currency allocated to Belvedere    |  |                                           
|Company from the Portfolio                                 |  | $                         (150,839,988)   
|Net change in unrealized appreciation (depreciation) of    |  |                                           
|investments and foreign currency allocated to the Fund     |  |                                           
|from Belvedere Company                                     |  | $                           (19,834,227)  
|                                                          

|(1) | As of March 31, 2007 and 2006, the value of Belvedere Companys interest in the Portfolio represents 73.3% and 71.4% of the Portfolios net assets, respectively.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------
|(2) | As of March 31, 2007 and 2006, the Funds investment in Belvedere Company represents 13.2% of Belvedere Companys net assets.                                    
|(3) | Expenses allocated to the Fund from Belvedere Company include:                                                                                                   
|   

Three Months EndedMarch 31, 2007
     
     March 31, 2006Expenses allocated from the Portfolio
     
     $                         2,153,231
     
     $                         1,992,337Servicing fees
     
     $                            718,828
     
     $                            672,636Operating expenses
     
     $                              15,568
     
     $                              15,892


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

|                                 |  | March 31, 2007                                 |  | December 31, 2006                             |  | March 31, 2006                   
|-------------------------------- |  | ---------------------------------------------- |  | --------------------------------------------- |  | ---------------------------------
|                                 |  |                                               
|Investments, at value            |  | $                            19,937,460,086    |  | $                    20,355,992,040           |  | $               19,489,204,023   
|Other assets                     |  | 37,893,469                                     |  | 39,293,430                                    |  | 82,793,817                       
|                                
|Total assets                     |  | $                            19,975,353,555    |  | $                    20,395,285,470           |  | $               19,571,997,840   
|                                
|Collateral for securities loaned |  | $                                   73,078,289 |  | $                                           - |  | $                      96,708,244
|Demand note payable              |  | -                                              |  | -                                             |  | 16,300,000                       
|Management fee payable           |  | 7,081,409                                      |  | 7,278,009                                     |  | 6,942,089                        
|Other liabilities                |  | 702,785                                        |  | 715,214                                       |  | 320,675                          
|                                
|Total liabilities                |  | $                                   80,862,483 |  | $                             7,993,223       |  | $                    120,271,008 
|                                
|Net assets                       |  | $                            19,894,491,072    |  | $                    20,387,292,247           |  | $               19,451,726,832   
|                                

13

|                                  |  | March 31, 2007                             |  | December 31, 2006                     |  | March 31, 2006                     
|--------------------------------- |  | ------------------------------------------ |  | ------------------------------------- |  | -----------------------------------
|                                 
|Dividends and interest            |  | $                               96,544,634 |  | $                        355,816,931  |  | $                        79,789,760
|                                 
|Investment adviser fee            |  | $                               21,767,375 |  | $                          83,323,602 |  | $                        20,700,926
|Other expenses                    |  | 714,355                                    |  | 2,966,211                             |  | 370,255                            
|Total expense reductions          |  | (89)                                       |  | (99)                                  |  | -                                  
|                                 
|Net expenses                      |  | $                               22,481,641 |  | $                          86,289,714 |  | $                        21,071,181
|                                 
|Net investment income             |  | $                               74,062,993 |  | $                        269,527,217  |  | $                        58,718,579
|Net realized gain from investment |  |                                            |  |                                       |  |                                    
|transactions and foreign currency |  |                                            |  |                                       |  |                                    
|transactions                      |  | 189,585,596                                |  | 644,738,498                           |  | 444,361,395                        
|Net change in unrealized          |  |                                            |  |                                       |  |                                    
|appreciation (depreciation) of    |  |                                            |  |                                       |  |                                    
|investments and foreign currency  |  | (228,797,508)                              |  | 1,577,971,043                         |  | 563,623,384                        
|                                 
|Net increase in net assets from   |  |                                            |  |                                       |  |                                    
|operations                        |  | $                               34,851,081 |  | $                     2,492,236,758   |  | $                   1,066,703,358  
|                                 

6 Investments in Real Estate Joint Ventures

At March 31, 2007 and December 31, 2006, Belrose Realty Corporation (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 85.1% and 83.9% in Deerfield and 70.0% and 70.4% in Katahdin as of March 31, 2007 and December 31, 2006, respectively. Deerfield owns investments in industrial distribution properties. Katahdin owns investments in multifamily residential properties. Condensed summary financial data of the Real Estate Joint Ventures is presented below. The investment in real estate is presented at estimated fair value.

|                                           |  | March 31, 2007                                                   |  | December 31, 2006                    
|------------------------------------------ |  | ---------------------------------------------------------------- |  | -------------------------------------
|                                          
|Assets:                                    |  |                                                                  |  |                                      
|Investment in real estate                  |  | $                                                    428,340,580 |  | $                         425,726,033
|Other assets                               |  | 10,445,258                                                       |  | 9,606,679                            
|                                           |  |                                                                  |  |                                      
|Total assets                               |  | $                                                    438,785,838 |  | $                         435,332,712
|                                           |  |                                                                  |  |                                      
|Liabilities and Shareholders Equity:      |  |                                                                  |  |                                      
|Mortgage notes payable(1)                  |  | $                                                    244,068,419 |  | $                         244,470,903
|Other liabilities                          |  | 5,425,413                                                        |  | 6,656,555                            
|                                           |  |                                                                  |  |                                      
|Total liabilities                          |  | $                                                    249,493,832 |  | $                         251,127,458
|                                           |  |                                                                  |  |                                      
|Shareholders equity                       |  | $                                                    189,292,006 |  | $                         184,205,254
|                                           |  |                                                                  |  |                                      
|Total liabilities and shareholders equity |  | $                                                    438,785,838 |  | $                         435,332,712
|                                           |  |                                                                  |  |                                      

|(1) | The estimated fair value of the mortgage notes payable is approximately $250,700,000 and $251,000,000 as of March 31, 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 currently prevailing interest rates.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   

14

|                                                     |  | Three Months Ended                                      
|---------------------------------------------------- |  | --------------------------------------------------------
|                                                     |  |                                                         
|                                                     |  | March 31, 2007                                          
|                                                    
|Revenues                                             |  | $                                            10,529,484 
|Expenses                                             |  | 8,243,818                                               
|                                                     |  |                                                         
|Income before realized and unrealized gain (loss)    |  | $                                              2,285,666
|Realized gain (loss)                                 |  | (50,771)                                                
|Change in net unrealized appreciation (depreciation) |  | 2,071,604                                               
|                                                     |  |                                                         
|Net income                                           |  | $                                              4,306,499
|                                                     |  |                                                         



|7 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 March 31, 2007 and December 31, 2006 are listed below.

|          |  | Notional |  |        |  |                     |  | Initial                 |  |           |  |                            |  |            
|--------- |  | -------- |  | ------ |  | ------------------- |  | ----------------------- |  | --------- |  | -------------------------- |  | -----------
|          |  | Amount   |  |        |  |                     |  | Optional                |  | Final     |  | Unrealized Appreciation at
|          |  |          |  |        |  |                     |  |                         |  |           |  |                           
|Effective |  | (000s   |  | Fixed  |  | Floating            |  | Termination Termination |  | March 31, |  | December 31,              
|Date      |  | omitted) |  | Rate   |  | Rate                |  | Date                    |  | Date      |  | 2007                       |  | 2006       
|         
|10/03     |  | $ 31,588 |  | 4.180% |  | LIBOR + 0.30%       |  | 7/09                    |  | 6/10      |  | $ 952,960                  |  | $ 1,160,202
|10/03     |  | 37,943   |  | 4.160% |  | LIBOR + 0.30%       |  | 11/09                   |  | 6/10      |  | 1,145,383                  |  | 1,396,074  
|10/03     |  | 83,307   |  | 4.045% |  | LIBOR + 0.30%       |  | -                       |  | 6/10      |  | 2,721,927                  |  | 3,291,836  
|06/04     |  | 40,000   |  | 4.875% |  | 3 mo. LIBOR + 0.00% |  | -                       |  | 6/12      |  | 227,415                    |  | 438,846    
|         
|          |  |          |  |        |  |                     |  |                         |  |           |  | $ 5,047,685                |  | $ 6,286,958
|         
|         
|8 Debt    |  |          |  |        |  |                     |  |                         |  |           |  |                            |  |            

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. 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 March 31, 2007, outstanding borrowings under this credit arrangement totaled $117,000,000.

There were no changes to the terms of Belrose Capitals credit arrangement with Dresdner Kleinwort Holdings I, Inc. during the three months ended March 31, 2007. As of March 31, 2007, outstanding borrowings under this credit arrangement totaled $266,500,000.

9 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 revenue 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.

15

Belrose Realty invests directly and indirectly in Partnership Preference Units, investments in Real Estate Joint Ventures (Note 6) and wholly owned real property (Wholly Owned Property) through its subsidiary, Bel Marlborough Campus, LLC. The Funds revenues from the real estate assets primarily consist of rental income from Wholly Owned Property, distribution income from Partnership Preference Units and net investment income from the 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 allocated to the real estate segment for presentation purposes herein. Credit Facility borrowings allocated to the real estate segment primarily consist of 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. 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                               
|-------------------------------------------------------------------------------- |  | -------------------------------------------------
|                                                                                 |  |                                                  
|                                                                                 |  | March 31, 2007                                   
|                                                                                 |  |                                                  
|Investment income                                                                |  |                                                  
|The Portfolio*                                                                   |  | $                                       6,371,325
|Real Estate                                                                      |  | 6,739,265                                        
|Unallocated                                                                      |  | 62,048                                           
|                                                                                 |  |                                                  
|Total investment income                                                          |  | $                                     13,172,638 
|                                                                                 |  |                                                  
|                                                                                
|Net increase (decrease) in net assets from operations                            |  |                                                  
|The Portfolio*                                                                   |  | $                                       1,985,623
|Real Estate                                                                      |  | 4,340,797                                        
|Unallocated(1)                                                                   |  | (2,541,507)                                      
|                                                                                 |  |                                                  
|Net increase in net assets from operations                                       |  | $                                       3,784,913
|                                                                                 |  |                                                  
|                                                                                
|                                                                                
|                                                                                 |  | March 31, 2007                                   
|                                                                                 |  |                                                  
|Net assets                                                                       |  |                                                  
|The Portfolio*                                                                   |  | $                                1,922,199,277   
|Real Estate                                                                      |  | 54,274,769                                       
|Unallocated(2)                                                                   |  | (107,795,353)                                    
|                                                                                 |  |                                                  
|Net Assets                                                                       |  | $                                1,868,678,693   
|                                                                                 |  |                                                  
|                                                                                
|* 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 amounts are distribution and servicing fees and unallocated Credit Facility interest expense as follows:
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   

Three Months EndedMarch 31, 2007
     
     March 31, 2006Distribution and servicing fees
     
     $                                           920,417
     
     $                              868,426Credit Facility interest expense
     
     $                                        1,592,762
     
     $                           1,123,399


16

|(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 March 31, 2007 and December 31, 2006, such borrowings totaled $114,851,778 and $90,593,015, 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 March 31, 2007 and December 31, 2006, such amounts totaled $7,904,862 and $5,529,094, respectively.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   

10 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 March 31, 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 statement of operations and condensed consolidated statement of cash flows for the quarter ended March 31, 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 investment and to present the Funds net investment in the Real Estate Joint Venture using the equity method. Using the equity method, the Fund reports its share of the current periods Real Estate Joint Venture net investment income, realized gains (losses), if any, and unrealized appreciation (depreciation) in the condensed consolidated statement of operations.

Additionally, certain amounts in the March 31, 2006 condensed consolidated financial statements were also restated to correct 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 statement of operations and condensed consolidated statement of cash flows for the quarter ended March 31, 2006.

The restatement of March 31, 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 condensed consolidated financial statements for the quarter ended March 31, 2006 are as follows:

|                                                            |  | Three Months Ended                              
|----------------------------------------------------------- |  | ------------------------------------------------
|                                                            |  | March 31, 2006                                  
|                                                            |  |                                                 
|Condensed Consolidated Statement of Operations              |  |                                                 
|(Unaudited)                                                 |  | Previously Reported                             
|                                                           
|Rental income                                               |  | $                                    10,520,142 
|Net investment income from Real Estate Joint Ventures       |  |                                                
|Interest                                                    |  | 302,317                                         
|Total investment income                                     |  | $                                    19,080,282 
|Property management and administrative fees                 |  | $ 454,807                                       
|Interest expense on mortgage notes                          |  | 3,996,453                                       
|Property and maintenance expenses                           |  | 1,816,578                                       
|Property taxes and insurance                                |  | 1,529,567                                       
|Miscellaneous                                               |  | 207,508                                         
|Total expenses                                              |  | $                                    15,180,532 
|Net expenses                                                |  | $                                    14,735,967 
|Net investment income before minority interests in net      |  |                                                 
|income of controlled subsidiaries                           |  | $                                      4,344,315
|Minority interests in net income of controlled subsidiaries |  | (527,539)                                       

17

|                                                           |  | Three Months Ended                            
|---------------------------------------------------------- |  | ----------------------------------------------
|                                                           |  | March 31, 2006                                
|                                                          
|Condensed Consolidated Statement of Operations             |  |                                               
|(Unaudited)                                                |  | Previously Reported                           
|                                                          
|Net realized gain (loss)                                   |  |                                               
|Investment transactions, securities sold short and foreign |  |                                               
|currency transactions allocated from Belvedere Company     |  |                                               
|(identified cost basis)                                    |  | $                                   15,854,389
|Net realized gain                                          |  | $                                   16,113,170
|Change in unrealized appreciation (depreciation)           |  |                                               
|Investments, securities sold short and foreign currency    |  |                                               
|allocated from Belvedere Company (identified cost          |  |                                               
|basis)                                                     |  | $                                   55,277,154
|Net change in unrealized appreciation (depreciation)       |  | $                                   60,871,983
|                                                          

|                                                                |  | Three Months Ended                                
|--------------------------------------------------------------- |  | --------------------------------------------------
|                                                                |  | March 31, 2006                                    
|                                                                |  |                                                   
|Condensed Consolidated Statement of Cash Flows                  |  |                                                   
|(Unaudited)                                                     |  | Previously Reported                               
|                                                               
|Net investment income from Real Estate Joint Ventures           |  | $                                                
|Distributions of earnings from Real Estate                      |  |                                                   
|Joint Ventures                                                  |  |                                                  
|Advances to Real Estate Joint Venture                           |  |                                                  
|Interest received from advances to Real Estate Joint            |  |                                                   
|Venture                                                         |  |                                                  
|Decrease in escrow deposits                                     |  | 27,548,595                                        
|(Increase) decrease in other assets                             |  | 632,651                                           
|Increase (decrease) in security deposits, accrued interest and  |  |                                                   
|accrued other expenses and liabilities                          |  | (735,930)                                         
|Decrease in accrued property taxes                              |  | (147,147)                                         
|Proceeds from sale of other real estate                         |  | 4,855                                             
|Improvements to rental property                                 |  | (1,365,514)                                       
|Minority interests in net income of controlled subsidiaries     |  | 527,539                                           
|Net realized gain from investment transactions, securities sold |  |                                                   
|short, foreign currency transactions and interest rate swap     |  |                                                   
|agreements                                                      |  | (16,113,170)                                      
|Net change in unrealized (appreciation) depreciation of         |  |                                                   
|investments, securities sold short, foreign currency and        |  |                                                   
|interest rate swap agreements                                   |  | (60,871,983)                                      
|Net cash flows provided by operating activities                 |  | $                                  10,071,010     
|Proceeds from mortgage notes                                    |  | $                                    6,538,000    
|Repayment of note payable to minority shareholder               |  | (19,644,984)                                      
|Net cash flows used in financing activities                     |  | $                               (54,310,990)      
|Net increase (decrease) in cash                                 |  | $                               (44,239,980)      
|Cash at beginning of period                                     |  | $                                  51,271,803     
|Cash at end of period                                           |  | $                                    7,031,823    
|Supplemental Disclosure and Non-cash Operating and              |  |                                                   
|Financing Activities                                            |  |                                                   
|Interest paid on mortgage notes                                 |  | $                                    4,022,217    
|                                                               

18

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 of Belrose 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 interest rates.

The following discussion should be read in conjunction with the Funds unaudited condensed consolidated financial statements and related notes in Item 1 above. The MD&A gives effect to the restatement for the three months ended March 31, 2006 as discussed in Note 10 to the condensed consolidated financial statements.

MD&A for the Quarter Ended March 31, 2007 Compared to the Quarter Ended March 31, 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 0.19% for the quarter ended March 31, 2007. This return reflects a decrease in the Funds net asset value per share from $122.62 to $120.93 and a distribution of $1.93 per share during the period. The total return of the S&P 500 Index was 0.64% over the same period. Last year, the Fund had a total return of 4.67% for the quarter ended March 31, 2006. This return reflected an increase in the Funds net asset value per share from $108.30 to $112.03 and a distribution of $1.28 per share during the period. The S&P 500 Index had a total return of 4.21% over the same period.

Performance of the Portfolio.For the quarter ended March 31, 2007, the Portfolios total return was 0.14%, lagging the S&P 500 Index return of 0.64% over the same period. For comparison, during the first quarter of 2006, the Portfolio posted a total return of 4.34% . Equity investors experienced a tumultuous first quarter of 2007 as evidenced by seesaw global equity market activity and double-digit increase in the Chicago Board Options Exchange Volatility Index. Domestic investors wrestled with numerous concerns including: continued geopolitical unrest, a housing slowdown leading to sub-prime mortgage woes and fears of rising inflation. Notwithstanding some troubling macroeconomic data, the U.S. economy remained resilient during the quarter and the Federal Reserve left short-term rates on hold. On average during the course of the quarter, mid-cap and small-cap stocks continued to lead their larger-cap counterparts. A shift in style trend, however, emerged within the small-cap universe, as the growth style took the lead over the value style. The broad market, as represented by the S&P 500 Index, finished the quarter in positive territory; its seventh gain in the last eight quarters.

|(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.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   

19

During the first quarter of 2007 the utilities, materials and telecommunications sectors were the best performing sectors of the S&P 500 Index, while the financials and information technology sectors underperformed the S&P 500 Index. Market leading industries during the first quarter included: construction materials, personal products and independent power producers. In contrast, thrift and mortgage finance, household durables and biotechnology industries realized weaker returns.

During the quarter ended March 31, 2007, the Portfolio remained overweight in the industrials, consumer staples and discretionary sectors, while continuing to underweight the technology, utilities and telecommunications sectors. The Portfolios relatively weaker performance versus the S&P 500 Index during the quarter was primarily the result of its underweight of the strong performing, high dividend-yielding sectors, such as utilities and telecommunications, as well as its underweight of the materials sector. The Portfolio emphasizes common stocks of growth companies and thus remains underweight in high-dividend yielding sectors which, on average, offer more income than earnings growth potential. Additionally, although the overweight of the energy sector remained positive, stock selection within the oil and gas integrated industry was disappointing. During the first quarter of 2007, the Portfolio benefited from its emphasis of the strong-performing industrials and consumer staples sectors and relatively stronger investment selection within asset managers, textile apparel and food products industries versus the S&P 500 Index. The Portfolios long-term underweight of the information technology sector was also beneficial, particularly within communication equipment and semiconductor industries.

Performance of Real Estate Investments.The Funds real estate investments are held through Belrose Realty Corporation (Belrose Realty). As of March 31, 2007, real estate investments included investments in: 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; a wholly owned real property (Wholly Owned Property) consisting of an office campus held by Bel Marlborough Campus, LLC (Bel Marlborough); 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 and Katahdin owns multifamily properties.

During the quarter ended March 31, 2007, Belrose Realty acquired interests in additional Partnership Preference Units for approximately $10.2 million (representing acquisitions from real estate investment affiliates of other investment funds advised by Boston Management and Research (Boston Management)).

During the quarter ended March 31, 2007, the Funds net investment income from real estate investments was approximately $4.5 million compared to approximately $5.6 million for the quarter ended March 31, 2006, a decrease of $1.1 million or 20%. 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 quarter and a decrease in the net investment income of Deerfield, partially offset by the acquisition of Bel Marlborough in September 2006. During the quarter ended March 31, 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 and an increase in the net investment income of the Real Estate Joint Ventures.

The estimated fair value of the Funds real estate investments was approximately $379.3 million at March 31, 2007 compared to approximately $372.6 million at December 31, 2006, a net increase of $6.7 million or 2%. This net increase was principally due to modest increases in the estimated fair value of Belrose Realtys investments in the Real Estate Joint Ventures and Bel Marlborough. The Funds investments in real properties continue to achieve modest but satisfactory returns, benefiting from earnings in the expected range and cap rates and discount rates which reflect the continued robust investor demand for institutional-grade real estate. The estimated fair values for Partnership Preference Units remained relatively unchanged with no significant movements in interest rates and credit spreads from December 31, 2006.

During the quarter ended March 31, 2007, the Fund saw net unrealized appreciation of the estimated fair value of its real estate investments of approximately $5.2 million compared to net unrealized appreciation of approximately $2.7 million during the quarter ended March 31, 2006. Net unrealized appreciation of approximately $5.2 million consisted primarily of approximately $2.8 million of net unrealized appreciation in the value of Bel Marlborough, $2.0 million of net unrealized appreciation in the value of Real Estate Joint Venture investments and $0.4 million of net unrealized appreciation in the value of the Partnership Preference Units.

Performance of Interest Rate Swap Agreements.For the quarter ended March 31, 2007, net realized and unrealized losses on the Funds interest rate swap agreements totaled approximately $0.6 million, compared to net realized and unrealized

20

gains of $3.1 million for the quarter ended March 31, 2006. Net realized and unrealized losses on swap agreements for the quarter ended March 31, 2007 consisted of $1.2 million of net unrealized losses due to changes in swap agreement valuations, partially offset by $0.6 million of periodic net payments received pursuant to outstanding swap agreements (and classified as net realized gains on interest rate swap agreements in the Funds consolidated financial statements). Net realized and unrealized gains on swap agreements for the quarter ended March 31, 2006 consisted of $2.9 million of net unrealized gains due to changes in swap agreement valuations and $0.2 million of periodic net payments received pursuant to outstanding swap agreements. The negative contribution to Fund performance for the quarter ending March 31, 2007 from changes in swap agreement valuation was attributable to a decrease in the remaining term of the agreements and a modest decrease in swap rates during the period. The positive contribution to Fund performance for the quarter ending March 31, 2006 from changes in swap agreement valuations was attributable to an increase in swap rates during the period.



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

Outstanding Borrowings.The Fund has entered into credit arrangements with Dresdner Kleinwort Holdings I, Inc. 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. In the future, the Fund may increase the size of the Credit Facility (subject to lender consent) and the amount of outstanding borrowings thereunder. As of March 31, 2007, the Fund had outstanding borrowings of $383.5 million and unused loan commitments of $80.0 million under the Credit Facility.

On January 18, 2007, the Fund amended its credit agreement with MLMC to decrease the amount available thereunder by $45.0 million to an aggregate amount available for borrowing of $197.0 million. On May 9, 2007, the Fund further amended its credit agreement with MLMC to decrease the amount available thereunder by $25.0 million to an aggregate principal amount available for borrowing of $172.0 million.

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 March 31, 2007, the accumulated unrealized appreciation related to the interest rate swap agreements was approximately $5.0 million. As of December 31, 2006, the accumulated unrealized appreciation related 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 mortgage debt obligations of Bel Marlborough. 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 interest rate 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 7 and 8 to the Funds unaudited condensed consolidated financial statements in Item 1 above.

21

|Interest Rate Sensitivity                
|-----------------------------------------
|Cost, Principal (Notional) Amount        
|by Contractual Maturity and Callable Date
|for the Twelve Months Ended March 31,*   
|                                         
|                                         
|                                         
|                                         
|                                         
|                                         
|                                         
|Rate sensitive liabilities:              
|                                         
|                                         
|Long-term debt:                          
|                                         
|                                         
|Fixed-rate mortgages                     
|                                         
|Average interest rate                    
|                                         
|                                         
|Variable-rate Credit                     
|Facility                                 
|                                         
|Average interest rate                    
|                                         
|                                         
|Rate sensitive derivative                
|financial instruments:                   
|                                         
|                                         
|Pay fixed/receive variable               
|interest rate                            
|swap agreements                          
|                                         
|Average pay rate                         
|                                         
|Average receive rate                     
|                                         
|                                         
|Rate sensitive                           
|investments:                             
|                                         
|                                         
|Fixed-rate Partnership                   
|Preference Units:                        
|                                         
|                                         
|Colonial Realty Limited                  
|Partnership, 7.25% Series                
|B Cumulative                             
|Redeemable Perpetual                     
|Preferred Units,                         
|Callable 8/24/09,                        
|Current Yield: 7.39%                     
|                                         
|Essex Portfolio, L.P.,                   
|7.875% Series B                          
|Cumulative Redeemable                    
|Preferred Units,                         
|Callable 12/31/09,                       
|Current Yield: 7.78%                     
|                                         
|Essex Portfolio, L.P.,                   
|7.875% Series D                          
|Cumulative Redeemable                    
|Preferred Units,                         
|Callable 7/28/10,                        
|Current Yield: 7.71%                     

22

|                                                                                                               |  |                                                                                                       |  |             |  |            |  |      |  |      |  |             |  |             |  | Estimated 
|-------------------------------------------------------------------------------------------------------------- |  | ----------------------------------------------------------------------------------------------------- |  | ----------- |  | ---------- |  | ---- |  | ---- |  | ----------- |  | ----------- |  | ----------
|                                                                                                               |  |                                                                                                       |  |             |  |            |  |      |  |      |  |             |  |             |  | Fair Value
|                                                                                                               |  |                                                                                                       |  |             |  |            |  |      |  |      |  |             |  |             |  | as of     
|                                                                                                               |  |                                                                                                       |  |             |  |            |  |      |  |      |  |             |  |             |  | March 31, 
|                                                                                                               |  | 2008                                                                                                  |  | 2009        |  | 2010       |  | 2011 |  | 2012 |  | Thereafter  |  | Total       |  | 2007      
|                                                                                                              
|                                                                                                              
|MHC Operating Limited                                                                                          |  |                                                                                                       |  |             |  |            |  |      |  |      |  |             |  |            
|Partnership, 8.0625%                                                                                           |  |                                                                                                       |  |             |  |            |  |      |  |      |  |             |  |            
|Series D Cumulative                                                                                            |  |                                                                                                       |  |             |  |            |  |      |  |      |  |             |  |            
|Redeemable Perpetual                                                                                           |  |                                                                                                       |  |             |  |            |  |      |  |      |  |             |  |            
|Preference Units,                                                                                              |  |                                                                                                       |  |             |  |            |  |      |  |      |  |             |  |            
|Callable 3/24/10,                                                                                              |  |                                                                                                       |  |             |  |            |  |      |  |      |  |             |  |            
|Current Yield: 8.11%                                                                                           |  |                                                                                                       |  | $25,186,560 |  |            |  |      |  |      |  | $25,186,560 |  | $24,850,000
|                                                                                                              
|PSA Institutional                                                                                              |  |                                                                                                       |  |             |  |            |  |      |  |      |  |             |  |            
|Partners, L.P., 6.4%                                                                                           |  |                                                                                                       |  |             |  |            |  |      |  |      |  |             |  |            
|Series NN Cumulative                                                                                           |  |                                                                                                       |  |             |  |            |  |      |  |      |  |             |  |            
|Redeemable Perpetual                                                                                           |  |                                                                                                       |  |             |  |            |  |      |  |      |  |             |  |            
|Preferred Units,                                                                                               |  |                                                                                                       |  |             |  |            |  |      |  |      |  |             |  |            
|Callable 3/17/10,                                                                                              |  |                                                                                                       |  |             |  |            |  |      |  |      |  |             |  |            
|Current Yield: 6.98%                                                                                           |  |                                                                                                       |  | $7,189,950  |  |            |  |      |  |      |  | $7,189,950  |  | $6,879,000 
|                                                                                                              
|Vornado Realty L.P.,                                                                                           |  |                                                                                                       |  |             |  |            |  |      |  |      |  |             |  |            
|6.75% Series                                                                                                   |  |                                                                                                       |  |             |  |            |  |      |  |      |  |             |  |            
|D-14 Cumulative                                                                                                |  |                                                                                                       |  |             |  |            |  |      |  |      |  |             |  |            
|Redeemable Preferred                                                                                           |  |                                                                                                       |  |             |  |            |  |      |  |      |  |             |  |            
|Units,                                                                                                         |  |                                                                                                       |  |             |  |            |  |      |  |      |  |             |  |             |  |           
|Callable 9/9/10,                                                                                               |  |                                                                                                       |  |             |  |            |  |      |  |      |  |             |  |            
|Current Yield: 6.87%(1)                                                                                        |  |                                                                                                       |  |             |  | $9,145,145 |  |      |  |      |  | $9,145,145  |  | $9,825,952 
|                                                                                                              
|                                                                                                              
|*The amounts listed reflect the Funds positions as of March 31, 2007.The Funds current positions may differ.
|                                                                                                              
|(1)                                                                                                            |  | Belrose Realtys interest in these Partnership Preference Units is held through Belvorn Holdings LLC. |  |             |  |           
|                                                                                                              
|                                                                                                              

Item 4. 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 March 31, 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 March 31, 2007 that have materially affected or are reasonably likely to materially affect the Funds internal control over financial reporting.

23



|PART II. OTHER INFORMATIONItem 1. Legal Proceedings.
|----------------------------------------------------

Although in the ordinary course of business the Fund and its directly and indirectly controlled 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, 2006 in response to Item 1A to Part 1 of Form 10-K.

Item 2. 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 March 31, 2007, the total number of shares redeemed and the average price paid per share were as follows:

Month Ended
     Total No. of SharesRedeemed(1)
     Average Price PaidPer ShareJanuary 31, 2007
     11,907.167
     $ 122.20February 28, 2007
     26,381.806
     $ 124.07March 31, 2007
     92,034.205
     $ 121.16Total
     130,323.178
     $ 121.56


|(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.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Submission of Matters to a Vote of Security Holders.

No matters were submitted to a vote of security holders during the quarter ended March 31, 2007.

Item 5. Other Information.

None.

Item 6. Exhibits.

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

|31.1 | Certification Pursuant to 18 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
|    

24

|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
|    

25



|(b) Reports on Form 8-K:
|------------------------



| | The Fund filed a report on Form 8-K on January 26, 2007, regarding the appointment of Mr. Frenette as 
Chief Financial Officer of the Fund, replacing Ms. Green.
The Fund filed a report on Form 8-K on June 5, 2007, regarding its previously issued financial statements.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

26



|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 July 13, 2007.



| | BELROSE CAPITAL FUND LLC
| | ------------------------



| | /s/ Andrew C. Frenette
Andrew C. Frenette
Chief Financial Officer
(Duly Authorized Officer and
Principal Financial Officer)
| | ---------------------------------------------------------------------------------------------------------------------------

27



|EXHIBIT INDEX
|-------------

|31.1 | Certification Pursuant to 18 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
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