##### Table of Contents



UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, DC 20549
 FORM 10-K
 þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (THE
ACT)
 For the Fiscal Year Ended December 31, 2009
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE ACT
 For the transition period from  to
 Commission file number 000-50258
 Belrose Capital Fund LLC (the Fund)
  Delaware
    
    04-3613468(State of Organization)
    
    (I.R.S. Employer Identification No.)Two International PlaceBoston, Massachusetts 02110
    
    617-482-8260(Address and Zip Code of Principal Executive Offices)
    
    (Registrants telephone number, including area code)
 None
 Limited Liability Company Interests in
the Fund (Shares)
 þ o
 o þ
 o o
 þ o
 þ
  Large accelerated filer þ
    
    Accelerated filer o
    
    Non-accelerated filer o
    
    Smaller reporting company o(Do not check if a smaller reporting company)
 o þ
  None




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##### Table of Contents



Item
    
    
    
    PagePART I1
    
    Business
    
    
    5Fund Overview
    
    
    5Structure of the Fund
    
    
    5Fund Management
    
    
    5The Funds Offering
    
    
    6The Funds Investment in Belvedere Capital Fund Company LLC and
Tax-Managed Growth Portfolio
    
    
    6Belvedere Company
    
    
    6The Portfolio
    
    
    7The Portfolios Investment Objective and Policies
    
    
    7The Portfolios Tax-Sensitive Management Strategies
    
    
    7The Funds Real Estate Investments
    
    
    8Real Estate Joint Venture Investments
    
    
    9Co-owned Property
    
    
    10Wholly Owned Property
    
    
    10Partnership Preference Units
    
    
    10Organization of Belrose Realty
    
    
    10Fund Borrowings
    
    
    11Interest Rate Swap Agreements
    
    
    11The Eaton Vance Organization
    
    
    11Conflicts of Interest
    
    
    121A
    
    Risk Factors
    
    
    121B
    
    Unresolved Staff Comments
    
    
    122
    
    Properties
    
    
    123
    
    Legal Proceedings
    
    
    124
    
    Reserved
    
    
    13PART II5
    
    Determining Net Asset Value, Market for Fund Shares,
Related Shareholder Matters and Issuer Purchases of Equity Securities
    
    
    13Market Information, Restrictions on Transfers and Redemption of Shares
    
    
    13Transfers of Fund Shares
    
    
    13Redemption of Fund Shares
    
    
    13Determining Net Asset Value
    
    
    15Historic Net Asset Values
    
    
    15Record Holders of Shares of the Fund
    
    
    16Distributions
    
    
    16Income and Capital Gain Distributions
    
    
    16
 2




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Item
    
    
    
    PageSpecial Distributions
    
    
    166
    
    Selected Financial Data
    
    
    17Table of Selected Financial Data
    
    
    177
    
    Managements Discussion and Analysis of Financial Condition and
Results of Operations (MD&A)
    
    
    17Results of Operations
    
    
    18MD&A for the Year Ending December 31, 2009
Compared to the Year Ending December 31, 2008
    
    
    18Performance of the Fund
    
    
    18Performance of the Portfolio
    
    
    19Performance of Real Estate Investments
    
    
    19Performance of Interest Rate Swap Agreements
    
    
    20MD&A for the Year Ending December 31, 2008
Compared to the Year Ending December 31, 2007
    
    
    20Performance of the Fund
    
    
    20Performance of the Portfolio
    
    
    20Performance of Real Estate Investments
    
    
    21Performance of Interest Rate Swap Agreements
    
    
    21Liquidity and Capital Resources
    
    
    22Outstanding Borrowings
    
    
    22Liquidity
    
    
    22Off-Balance Sheet Arrangements
    
    
    22The Funds Contractual Obligations
    
    
    23Critical Accounting Estimates
    
    
    237A
    
    Quantitative and Qualitative Disclosures About Market Risk
    
    
    25Quantitative Information About Market Risk
    
    
    25Interest Rate Risk
    
    
    25Qualitative Information About Market Risk
    
    
    27Risks Associated with Equity Investing
    
    
    27Risks of Investing in Foreign Securities
    
    
    27Risks of Certain Investment Techniques
    
    
    28Risks of Real Estate Investments
    
    
    28Risks of Interest Rate Swap Agreements
    
    
    30Risks of Leverage
    
    
    318
    
    Financial Statements and Supplementary Data
    
    
    319
    
    Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure
    
    
    319A
    
    Controls and Procedures
    
    
    32Fund Governance
    
    
    32Disclosure Controls and Procedures
    
    
    32Internal Control Over Financial Reporting
    
    
    329B
    
    Other Information
    
    
    35
 3




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Item
    
    
    
    PagePART III10
    
    Directors, Executive Officers and Corporate Governance
    
    
    35Management
    
    
    35Compliance with Section 16(a) of the Act
    
    
    36Code of Ethics
    
    
    3611
    
    Executive Compensation
    
    
    3612
    
    Security Ownership of Certain Beneficial Owners and Management
and Related Shareholder Matters
    
    
    36Security Ownership of Certain Beneficial Owners
    
    
    36Security Ownership of Management
    
    
    36Changes in Control
    
    
    3613
    
    Certain Relationships and Related Transactions, and
Director Independence
    
    
    37The Funds Investment Advisory and Administrative Fee
    
    
    37Belrose Realtys Management Fee
    
    
    37The Portfolios Investment Advisory Fee
    
    
    38Servicing Fees Paid by the Fund
    
    
    38Servicing Fees Paid by Belvedere Company
    
    
    38Distribution Fees Paid to EV Distributors
    
    
    38Certain Real Estate Investment Transactions
    
    
    3814
    

Principal
Accounting Fees and Services
    
    
    39PART IV15
    
    Exhibits and Financial Statement Schedules
    
    
    40APPENDIX A
    
    
    40FINANCIAL STATEMENTSSIGNATURES
    
    
    86EXHIBIT INDEX
    
    
    87Copy of Amended and Restated Operating Agreement dated 12/21/2009Copy of Master Credit Agreement dated 12/21/2009Belrose Capital SubsidiariesSection 302 Certification of the CEOSection 302 Certification of the CFOSection 906 Certification of the CEOSection 906 Certification of the CFO
  4




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PART I
 
 Item 1. Business.
 
 Fund Overview.
 
 Structure of the Fund.
    
 Fund Management.
 5




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The Funds Offering.
  
 The Funds Investment in Belvedere Capital Fund Company LLC and Tax-Managed Growth Portfolio.
 
 Belvedere Company.
   6




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The Portfolio.
  
 The Portfolios Investment Objective and Policies.
  
 The Portfolios Tax-Sensitive Management Strategies.
   7




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The Funds Real Estate Investments.
   8




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Real Estate Joint Venture Investments.
 i.e. i.e. i.e.
      9




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Co-owned Property.
  
 Wholly Owned Property.
  
 Partnership Preference Units.
   
 Organization of Belrose Realty.
  10




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Fund Borrowings.
      
 Interest Rate Swap Agreements.
 
 The Eaton Vance Organization.
 11




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Conflicts of Interest.
  
 Item 1A. Risk Factors.
  
 Item 1B. Unresolved Staff Comments.
  
 Item 2. Properties.
  
 Item 3. Legal Proceedings.
  12




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Item 4.
Reserved.
 
 PART II
 
 Item 5. Determining Net Asset Value, Market for Fund Shares, Related Shareholder Matters and Issuer
Purchases of Equity Securities.
  
 (a) Market Information, Restrictions on Transfers and Redemption of Shares.
 
 Transfers of Fund Shares.
     
 Redemption of Fund Shares.
 Total No. of Shares
    
    Average Price PaidMonth Ending
    
    Redeemed(1)
    
    Per ShareOctober
    
    
    320,090.208
    
    
    $
    74.02November
    
    
    162,039.046
    
    
    $
    76.27December
    
    
    753,177.135
    
    
    $
    77.91Total
    
    
    1,235,306.389
    
    
    $
    76.63
 
 (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. 13




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14




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Determining Net Asset Value.
    
 Historic Net Asset Values.
 NAV at
    
    Quarterly %Quarter Ending
    
    High NAV
    
    Low NAV
    
    Quarter End
    
    Change in NAV(1)12/31/09
    
    $
    78.79
    
    
    $
    71.06
    
    
    $
    77.88
    
    
    
    6.39
    %9/30/09
    
    $
    74.13
    
    
    $
    58.74
    
    
    $
    73.20
    
    
    
    19.02
    %6/30/09
    
    $
    66.51
    
    
    $
    57.86
    
    
    $
    61.50
    
    
    
    8.08
    %3/31/09
    
    $
    73.83
    
    
    $
    48.88
    
    
    $
    56.90
    
    
    
    -20.04
    %12/31/08
    
    $
    96.67
    
    
    $
    61.30
    
    
    $
    71.16
    
    
    
    -26.59
    %9/30/08
    
    $
    110.66
    
    
    $
    94.79
    
    
    $
    96.94
    
    
    
    -9.03
    %6/30/08
    
    $
    118.53
    
    
    $
    106.56
    
    
    $
    106.56
    
    
    
    -3.97
    %3/31/08
    
    $
    123.01
    
    
    $
    106.99
    
    
    $
    110.96
    
    
    
    -11.15
    %
 
 (1)
    
    Shares, when redeemed, may be worth more or less than their original cost.
Changes in NAV are historical. Data are for the stated time period only. For information about the
performance of the Fund, see Managements Discussion and Analysis of Financial Condition and
Results of
Operations (MD&A) in Item 7(a). 15




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(b) Record Holders of Shares of the Fund.
  
 (c) Distributions.
 
 Income and Capital Gain Distributions.
   
 Special Distributions.
 16




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Item 6. Selected Financial Data.
 
 Table of Selected Financial Data.
 Year Ending
    
    Year Ending
    
    Year Ending
    
    Year Ending
    
    Year EndingDecember 31, 2009
    
    December 31, 2008
    
    December 31, 2007
    
    December 31, 2006
    
    December 31, 2005Total investment income
    
    $
    38,982,030
    
    
    $
    57,265,312
    
    
    $
    54,592,768
    
    
    $
    46,412,378
    
    
    $
    35,404,755Interest expense
    
    $
    6,681,701
    
    
    $
    18,312,752
    
    
    $
    26,599,581
    
    
    $
    21,839,659
    
    
    $
    10,415,418Net expenses (including
interest expense)
    
    $
    16,944,427
    
    
    $
    31,845,680
    
    
    $
    41,447,851
    
    
    $
    32,331,315
    
    
    $
    19,125,936Net investment income
    
    $
    22,037,603
    
    
    $
    25,419,632
    
    
    $
    13,144,917
    
    
    $
    14,081,063
    
    
    $
    16,278,819Net realized gain (loss)
    
    $
    (100,415,258
    )
    
    $
    (29,407,784
    )
    
    $
    76,813,580
    
    
    $
    59,033,287
    
    
    $
    31,499,490Net change in unrealized
appreciation (depreciation)
    
    $
    145,089,251
    
    
    $
    (700,068,269
    )
    
    $
    (23,393,716
    )
    
    $
    174,054,432
    
    
    $
    75,990,958Net increase (decrease) in net
assets from operations
    
    $
    66,711,596
    
    
    $
    (704,056,421
    )
    
    $
    66,564,781
    
    
    $
    247,168,782
    
    
    $
    123,769,267Total assets
    
    $
    990,530,153
    
    
    $
    1,381,812,125
    
    
    $
    2,328,469,371
    
    
    $
    2,321,691,546
    
    
    $
    2,148,260,625Loan payableCredit
Facility
    
    $
    200,000,000
    
    
    $
    365,500,000
    
    
    $
    417,500,000
    
    
    $
    356,500,000
    
    
    $
    393,500,000Mortgage notes payable
    
    $
    59,406,285
    
    
    $
    85,960,592
    
    
    $
    86,951,932
    
    
    $
    62,401,229
    
    
    $
    Net assets
    
    $
    708,014,626
    
    
    $
    918,658,409
    
    
    $
    1,820,169,810
    
    
    $
    1,899,447,145
    
    
    $
    1,753,010,400Shares outstanding
    
    
    9,090,634
    
    
    
    12,909,886
    
    
    
    14,573,940
    
    
    
    15,490,955
    
    
    
    16,186,813Net asset value and
redemption price per Share
    
    $
    77.88
    
    
    $
    71.16
    
    
    $
    124.89
    
    
    $
    122.62
    
    
    $
    108.30Net increase (decrease) in net
assets from operations per
Share
    
    
    8.18
    
    
    $
    (51.89
    )
    
    $
    4.20
    
    
    $
    15.60
    
    
    $
    7.56Distribution paid per
Share(1)(2)
    
    
    1.45
    
    
    $
    1.81
    
    
    $
    1.93
    
    
    $
    1.28
    
    
    $
    1.29
 
 (1)
    
    The Fund makes Special Distributions which are not made on a pro rata basis. See Item
5(c). Special Distributions accrued during the year ending December 31, 2009 and 2008 amounted to
$0.005 and $0.032 per Share, respectively. There were no Special Distributions made during the
years ending December 31, 2007, 2006 and 2005.(2)
    
    Distributions of net investment income and net realized capital gains are normally
paid at the end of each year, or shortly thereafter, to Shareholders of record as of the record
date. See Distributions in Item 5(c). 
 Item 7. 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 and Section 21E of the 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 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 consolidated financial
statements and related notes which are included on pages 42 of this Annual Report on Form 10-K.
 17




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(a) Results of Operations.
   
 MD&A for the Year Ending December 31, 2009 Compared to the Year Ending December 31,
2008. (1)
 
 Performance of the Fund.
   
 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 except for special distributions.
Performance is for the stated time period only; due to market volatility, current performance
of the Fund and of the Portfolio may be lower or higher than the quoted return. 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. 18




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Performance of the Portfolio.
     
 Performance of Real Estate Investments.
    19




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Performance of Interest Rate Swap Agreements.
 
 MD&A for the Year Ending December 31, 2008 Compared to the Year Ending December 31, 2007.
 
 Performance of the Fund.
  
 Performance of the Portfolio.
    20




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Performance of Real Estate Investments.
     
 Performance of Interest Rate Swap Agreements.
 21




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(b) Liquidity and Capital Resources.
 
 Outstanding Borrowings.
    
 Liquidity.
  
 (c) Off-Balance Sheet Arrangements.
  22




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(d) The Funds Contractual Obligations.
  Payments due:Less than 1
    
    
    
    
    
    
    
    
    
    More thanType of Obligation
    
    Total
    
    Year
    
    1-3 Years
    
    3-5 Years
    
    5 YearsLong-Term Debt:Mortgage Debt(1)
    
    $
    59,406,285
    
    
    $
    1,111,308
    
    
    $
    2,397,594
    
    
    $
    55,897,383
    
    
    $
    Borrowings under Credit Facility(2)
    
    $
    200,000,000
    
    
    $
    200,000,000
    
    
    $
    
    
    
    $
    
    
    
    $
    Service Agreements(3)Other Long-Term Liabilities:Interest Rate Swap Agreements(4)
    
    $
    6,486,509
    
    
    $
    3,574,865
    
    
    $
    2,911,644
    
    
    $
    
    
    
    $
    Total
    
    $
    265,892,794
    
    
    $
    204,686,173
    
    
    $
    5,309,238
    
    
    $
    55,897,383
    
    
    $
    
 
 (1)
    
    The property held by Belrose Realty is financed in part through mortgage notes issued
to the Wholly Owned Property. The mortgage notes are secured by the underlying property and are
without recourse to Fund Shareholders and generally without recourse to the other assets of the
Fund or Belrose Realty, as described in Risks of Real Estate Investments in Item 7A(b). The
mortgage note matures in 2014. Amount does not reflect interest. The mortgage notes cannot be
prepaid or otherwise disposed of without incurring a substantial prepayment penalty.(2)
    
    The Fund has entered into a Credit Facility and a New Credit Facility as described in
Liquidity and Capital Resources above. The Credit
Facility is secured by a pledge of the Funds assets, excluding the Funds investments in and
the assets of the Subsidiary Real Estate Investments and expires on June 25, 2010. The Fund
expects to terminate the Credit Facility and borrow under its New Credit Facility on or before
April 1, 2010. All Fund borrowings under the New Credit Facility will be secured by a pledge of
the Funds assets, excluding the Funds real estate investments. The Credit Facility is
primarily used to finance the Funds equity in its real estate investments and to satisfy the
liquidity needs of the Fund. Amount does not reflect interest.(3)
    
    The Fund and Belrose Realty have entered into agreements with certain service
providers pursuant to which the Fund and Belrose Realty pay fees as a percentage of assets. These
fees include fees paid to Eaton Vance and its affiliates (which are described in Item 13). These
agreements generally continue indefinitely unless terminated by the Fund or Belrose Realty (as
applicable) or the service provider. For the year ending
December 31, 2009, fees paid to Eaton Vance and its affiliates equaled approximately 1.31% of
the Funds average net assets. Because these fees are based on the Funds assets (which will
fluctuate over time) it is not possible to specify the dollar amounts payable in the future.(4)
    
    The Fund has entered into interest rate swap agreements to fix the cost of a 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. Pursuant to the agreements, the Fund makes payments to the
counterparty,
MLCS, at predetermined fixed rates in exchange for floating rate payments that fluctuate with
the one-month and three-month LIBOR. The amounts disclosed in the table represent the fixed
interest amounts payable by the Fund. The periodic floating rate payments that the Fund expects
to receive pursuant to the agreements reduce the fixed interest cost to the Fund. The swap
agreements expire on June 25, 2010 and June 28, 2012, subject to the Funds right to terminate
earlier in the case of some swaps. 
 (e) Critical Accounting Estimates.
   23




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
    
    such assets are, by their nature, difficult
to value and fair values may not accurately reflect what the Fund could realize in a current sale
between willing parties;
 
    
    property appraisals and other factors used to determine the fair value of the Funds real
estate investments depend on estimates of future operating results and supply and demand
assumptions that may not reflect actual current market conditions and full consideration of all
factors relevant to valuations;
    
    property appraisals and other factors used to determine the fair value of the Funds real
estate investments are not continuously updated and therefore may not be current as of specific
dates; and
    
    if the Fund were forced to sell illiquid assets on a distressed basis, the proceeds
may be substantially less than stated values.
     24




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,
     
 Item 7A. Quantitative and Qualitative Disclosures About Market Risk.
 
 (a) Quantitative Information About Market Risk.
 
 Interest Rate Risk.
  25




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Fair Valueas ofDecember2010
    
    2011
    
    2012
    
    2013
    
    2014
    
    Thereafter
    
    Total
    
    31, 2009Rate sensitive liabilities:Long-term debt:Fixed-rate mortgages
    
    $
    1,111,308
    
    
    $
    1,171,424
    
    
    $
    1,226,170
    
    
    $
    1,301,121
    
    
    $
    54,596,262
    
    
    $
    
    
    
    $
    59,406,285
    
    
    $
    53,400,000
    (2)Average interest rate
    
    
    5.21
    %
    
    
    5.21
    %
    
    
    5.21
    %
    
    
    5.21
    %
    
    
    5.21
    %
    
    
    
    
    
    
    5.21
    %Variable-rate Credit
Facility
    
    $
    200,000,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    200,000,000
    
    
    $
    200,000,000Average interest rate
    
    
    0.53
    %
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    0.53
    %Rate sensitive derivative
financial instruments:Pay fixed/receive variable
interest rate
swap agreements
    
    $
    83,306,500
    
    
    
    
    
    
    $
    40,000,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    123,306,500
    
    
    $
    (4,433,777
    )Average pay rate
    
    
    4.05
    %
    
    
    
    
    
    
    4.88
    %
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4.31
    %Average receive rate
    
    
    0.53
    %
    
    
    
    
    
    
    0.25
    %
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    0.44
    %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: 10.70%
    
    $
    19,419,240
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    19,419,240
    
    
    $
    13,552,000Essex Portfolio, L.P.,
7.875% Series B
Cumulative Redeemable
Preferred Units,
Callable 12/31/09,
Current Yield: 9.29%
    
    $
    26,643,900
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    26,643,900
    
    
    $
    22,250,655
 26




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Fair Valueas ofDecember2010
    
    2011
    
    2012
    
    2013
    
    2014
    
    Thereafter
    
    Total
    
    31, 2009Liberty Property Limited
Partnership, 7.40% Series
H Cumulative
Redeemable Preferred
Units,
Callable 8/21/12,
Current Yield: 9.60%
    
    
    
    
    
    
    
    $
    25,000,000
    
    
    
    
    
    
    
    
    $
    25,000,000
    
    
    $
    19,270,000MHC Operating Limited
Partnership, 8.0625%
Series D Cumulative
Redeemable Perpetual
Preference Units,
Callable 3/24/10,
Current Yield: 10.40%
    
    $
    25,186,560
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    25,186,560
    
    
    $
    19,380,000Vornado Realty L.P.,
6.75% Series
D-14 Cumulative
Redeemable Preferred
Units,
Callable 9/9/10,
Current Yield: 8.90%(1)
    
    $
    7,125,709
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    7,125,709
    
    
    $
    7,580,636
 
 *
    
    The amounts listed reflect the Funds positions as of December 31, 2009. The Funds current
positions may differ.(1)
    
    Belrose Realtys interest in these Partnership Preference
Units is held through Belvorn.(2)
    
    The fair value was determined by management by discounting the future cash flows
using current prevailing interest rates for mortgage notes payable with similar terms and
maturities. The use of different assumptions or estimation methodologies may have a material effect
on the fair value amounts. These fair value estimates may not be indicative of the amounts
realizable in a current settlement of the mortgage notes payable or upon disposition of the real
property securing the mortgage notes payable. The mortgage notes payable generally cannot be
prepaid or otherwise disposed of without incurring a substantial prepayment penalty. Management
generally has no current plans to prepay or otherwise dispose of the mortgage notes payable without
the sale of the related real property. 
 (b) Qualitative Information About Market Risk.
 
 Risks Associated with Equity Investing.
 
 Risks of Investing in Foreign Securities.
 27




---



##### Table of Contents



Risks of Certain Investment Techniques.
   
 Risks of Real Estate Investments.
 28




---



##### Table of Contents



29




---



##### Table of Contents



Risks of Interest Rate Swap Agreements.
 30




---



##### Table of Contents



Risks of Leverage.
 
 Item 8. Financial Statements and Supplementary Data.
  2009First
    
    Second
    
    Third
    
    FourthQuarter
    
    Quarter
    
    Quarter
    
    QuarterInvestment income
    
    $
    12,279,309
    
    
    $
    11,416,074
    
    
    $
    6,129,890
    
    
    $
    9,156,757Net investment income
    
    $
    7,456,079
    
    
    $
    6,989,470
    
    
    $
    2,376,541
    
    
    $
    5,215,513Net increase (decrease) in net assets from operations
    
    $
    (165,873,019
    )
    
    $
    59,452,352
    
    
    $
    126,231,080
    
    
    $
    46,901,183Per share data:(1)Investment income
    
    $
    0.96
    
    
    $
    0.95
    
    
    $
    0.57
    
    
    $
    0.92Net investment income
    
    $
    0.58
    
    
    $
    0.58
    
    
    $
    0.22
    
    
    $
    0.53Net increase (decrease) in net assets from operations
    
    $
    (12.99
    )
    
    $
    4.95
    
    
    $
    11.77
    
    
    $
    4.732008First
    
    Second
    
    Third
    
    FourthQuarter
    
    Quarter
    
    Quarter
    
    QuarterInvestment income
    
    $
    13,351,229
    
    
    $
    15,229,156
    
    
    $
    14,507,422
    
    
    $
    14,213,505Net investment income
    
    $
    4,209,490
    
    
    $
    7,534,024
    
    
    $
    6,658,786
    
    
    $
    7,017,332Net decrease in net assets from operations
    
    $
    (176,152,582
    )
    
    $
    (57,626,701
    )
    
    $
    (128,224,142
    )
    
    $
    (342,052,996
    )Per share data:(1)Investment income
    
    $
    0.92
    
    
    $
    1.08
    
    
    $
    1.07
    
    
    $
    1.09Net investment income
    
    $
    0.29
    
    
    $
    0.53
    
    
    $
    0.49
    
    
    $
    0.54Net decrease in net assets from operations
    
    $
    (12.15
    )
    
    $
    (4.08
    )
    
    $
    (9.46
    )
    
    $
    (26.11
    )
 
 (1)
    
    Based on average Shares outstanding. 
 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
  31




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##### Table of Contents



Item 9A. Controls and Procedures.
 
 Fund Governance.
 
 Disclosure Controls and Procedures.
 
 Internal Control Over Financial Reporting.
 32




---



##### Table of Contents



MANAGEMENTS REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
      33




---



##### Table of Contents



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 To the Shareholders of Belrose Capital Fund LLC and Subsidiaries
       
 34




---



##### Table of Contents



Item 9B. Other Information.
  
 PART III
 
 Item 10. Directors, Executive Officers and Corporate Governance.
 
 (a) Management.
      35




---



##### Table of Contents



(b) Compliance with Section 16(a) of the Act.
  
 (c) Code of Ethics.
  
 Item 11. Executive Compensation.
  
 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Shareholder
Matters.
 
 Security Ownership of Certain Beneficial Owners.
 
 Security Ownership of Management.
 
 Changes in Control.
 36




---



##### Table of Contents



Item 13. Certain Relationships and Related Transactions, and Director Independence.
   Year ending
    
    Year endingDecember 31,
    
    December 31,2009
    
    2008Fund Advisory and Administrative Fees*
    
    $
    507,890
    
    
    $
    1,077,142Belrose Realty Management Fees
    
    $
    2,813,833
    
    
    $
    3,649,016Funds Allocable Portion of the Portfolios Advisory Fees**
    
    $
    3,875,704
    
    
    $
    6,557,778Fund Servicing Fees
    
    $
    587,428
    
    
    $
    1,259,783Funds Allocable Portion of Belvedere Companys Servicing Fees
    
    $
    1,293,799
    
    
    $
    2,284,019Fund Distribution Fees
    
    $
    752,667
    
    
    $
    1,418,420Aggregate Compensation Paid by the Fund to Eaton Vance and its
Affiliates
    
    $
    4,074,390
    
    
    $
    6,144,578
 
 *
    
    Boston Management has agreed to waive the portion of the investment advisory and
administrative fee payable by the Fund to the extent that such fee, together with the
distribution fee payable by the Fund and the Funds attributable share of the investment
advisory and management fees payable by the Portfolio and Belrose Realty, respectively,
exceeds 0.60% of the average daily gross assets of the Fund. If the Fund invests in an EV
money market fund, the advisory and administrative fee paid to Boston Management by the EV
money market fund in respect of the Funds investment therein will be credited towards the
Funds advisory and administrative fee payments, reducing the amount of such fees otherwise
payable. The amounts shown are net of reductions and amounts waived by Boston Management.**
    
    For the years ending December 31, 2009 and 2008, advisory fees paid or payable by the
Portfolio totaled $41,375,335 and $68,300,344, respectively. For the year ending December 31,
2009, Belvedere Companys allocable portion of that fee was $29,752,815, of which $3,875,704
was allocable to the Fund. For the year ending December 31, 2008, Belvedere Companys
allocable portion of that fee was $50,952,553, of which $6,557,778 was allocable to the Fund.
The advisory fee payable by the Portfolio is reduced by the Portfolios allocable portion of
the advisory fee paid by an EV money market fund. 
 The Funds Investment Advisory and Administrative Fee.
 
 Belrose Realtys Management Fee.
 37




---



##### Table of Contents



The Portfolios Investment Advisory Fee.
 Annual Fee RateAverage Daily Net Assets for the Month
    
    (for each level)Up to $500 million
    
    
    0.6250
    %$500 million but less than $1 billion
    
    
    0.5625
    %$1 billion but less than $1.5 billion
    
    
    0.5000
    %$1.5 billion but less than $7 billion
    
    
    0.4375
    %$7 billion but less than $10 billion
    
    
    0.4250
    %$10 billion but less than $15 billion
    
    
    0.4125
    %$15 billion but less than $20 billion
    
    
    0.4000
    %$20 billion but less than $25 billion
    
    
    0.3900
    %$25 billion and over
    
    
    0.3800
    %
  
 Servicing Fees Paid by the Fund.
 
 Servicing Fees Paid by Belvedere Company.
 
 Distribution Fees Paid to EV Distributors.
 
 Certain Real Estate Investment Transactions.
 38




---



##### Table of Contents



Item 14.
Principal Accounting Fees and Services.
  Year ending December 31,2009
    
    2008Audit fees
    
    $
    113,835
    
    
    $
    113,338Tax fees (1)
    
    $
    207,700
    
    
    $
    188,050Total
    
    $
    321,535
    
    
    $
    301,388
 
 (1)
    
    Tax fees consist of the aggregate fees billed for professional services rendered by
Deloitte Tax LLP for tax compliance, tax advice and tax planning.  39




---



##### Table of Contents



PART IV
 
 Item 15. Exhibits and Financial Statement Schedules.
 (a)
    
    Please see the Funds consolidated
financial statements which begin on page 42 of this
Annual Report on Form 10-K.Please see the portfolios financial statements which begin on page 70 of this Annual Report on Form 10-K.
 (b)
    
    Reports
on Form 8-K:
 None.(c)
    
    A list of the exhibits filed as a part of this Form 10-K is included in the Exhibit Index
appearing on page 87 hereof.
 40




---



##### Table of Contents



The Fund(A)
Belvedere Capital Fund Company
LLC(B)
Belrose Realty Corporation(D)
Tax-Managed Growth
Portfolio(C)
Bel
Deerfield Katahdin Bel Marlborough Belvorn Stamford Property Trust(E)Property
Trust, LLC(E) Campus LLC(F) Holdings LLC(H)IV LLC(G) (A)
    
    The Fund is a Delaware limited liability company. Eaton Vance Management is the manager of
the Fund; Boston
Management and Research (Boston Management) is the Funds investment adviser.(B)
    
    Belvedere Capital Fund Company LLC (Belvedere Company) is a Massachusetts limited liability
company. Boston
Management is the manager of Belvedere Company.(C)
    
    Tax-Managed Growth Portfolio (the Portfolio) is a Massachusetts trust. Boston Management is the
investment adviser of the Portfolio.(D)
    
    Belrose Realty Corporation (Belrose Realty) is a Delaware corporation. Boston Management is the
manager of Belrose
Realty. Belrose Realty also holds direct investments in partnership preference units.(E)
    
    Deerfield Property Trust is a Maryland real estate investment trust and Katahdin Property
Trust, LLC is a Delaware limited liability company. Belrose Realty owns a majority economic
interest in these real estate joint ventures.(F)
    
    Bel Marlborough Campus LLC (Bel Marlborough) is a Delaware limited liability company. Bel
Marlborough is a wholly owned subsidiary of Belrose Realty.(G)
    
    Bel Stamford IV LLC (Bel Stamford IV) is a Delaware limited liability company. Bel Stamford IV
is a wholly owned subsidiary of Belrose Realty and owns a tenancy-in-common interest in real
property.(H)
    
    Belvorn Holdings LLC (Belvorn Holdings) is a Delaware limited liability company. Belrose Realty
owns a minority interest in Belvorn Holdings, which owns partnership preference units issued by
Vornado Realty L.P.
 41




---



##### Table of Contents



Belrose
    Capital
    Fund LLC  Consolidated
    Portfolios of Investments
  Investment in Belvedere Capital Fund Company LLC 
    111.6% and 114.5%December 31, 2009


December 31, 2008Security

Shares


Value


Shares


ValueInvestment in Belvedere Capital Fund Company LLC (Belvedere
    Company)(1)


4,884,069


$
790,300,146



7,827,688


$
1,052,167,704Total
    Investment in Belvedere Company(identified
    cost, $611,538,958 and $1,082,440,666)

$
790,300,146






$
1,052,167,704Partnership Preference Units  11.6% and 7.2%Security

Units


Value


Units


ValueBelvorn Holdings
    LLC(2)(3)


71,262


$
7,580,636



79,393


$
5,745,563Colonial Realty Limited Partnership (Delaware Limited
    Partnership affiliate of Colonial Properties Trust), 7.25%
    Series B Cumulative Redeemable Perpetual Preferred Units,
    Callable from
    8/24/09(2)


400,000



13,552,000



400,000



9,008,000Essex Portfolio, L.P. (California Limited Partnership affiliate
    of Essex Property Trust, Inc.), 7.875% Series B Cumulative
    Redeemable Preferred Units, Callable from
    12/31/09(2)


525,000



22,250,655



525,000



16,864,050Liberty Property Limited Partnership (Pennsylvania Limited
    Partnership affiliate of Liberty Property Trust), 7.40%
    Series H Cumulative Redeemable Preferred Units, Callable
    from
    8/21/12(2)


1,000,000



19,270,000



1,000,000



15,160,000MHC Operating Limited Partnership (Illinois Limited Partnership
    affiliate of Equity Lifestyle Properties, Inc.), 8.0625%
    Series D Cumulative Redeemable Perpetual Preference Units,
    Callable from
    3/24/10(2)


1,000,000



19,380,000



1,000,000



14,710,000PSA Institutional Partners, L.P. (California Limited Partnership
    affiliate of Public Storage, Inc.), 6.4% Series NN
    Cumulative Redeemable Perpetual Preferred Units, Callable from
    3/17/10(2)










300,000



4,683,000Total
    Partnership Preference Units(identified
    cost, $103,375,410 and $111,378,750)

$
82,033,291






$
66,170,613Real Estate Joint Ventures  4.5% and 11.4%Description




Value





ValueInvestment in Deerfield Property Trust (a majority economic
    interest of 80.0% and 89.2% in Deerfield Property Trust which
    invests in sixteen industrial distribution properties located in
    six states, net of associated mortgage
    debt)(2)(4)





$
0






$
27,573,470Investment in Katahdin Property Trust, LLC (a majority economic
    interest of 78.2% and 71.1% in Katahdin Property Trust, LLC
    which invests in three multifamily properties located in three
    states, net of associated mortgage
    debt)(2)(5)






31,530,169







77,499,830Total
    Real Estate Joint Ventures(identified
    cost, $96,899,476 and $126,249,766)

$
31,530,169






$
105,073,300  See notes to consolidated financial
    statements
42




---



##### Table of Contents



Belrose
    Capital Fund LLC  Consolidated
    Portfolios of Investments (continued)
  Wholly Owned and Co-owned Properties  11.0% and
    16.7%December 31, 2009


December 31, 2008Description




Value





ValueBel Larimer, LLC (a single member LLC investing in a retail
    property located in
    Colorado)(2)





$







$
28,400,000Bel Marlborough Campus LLC (a single member LLC investing in an
    office property located in
    Massachusetts)(2)






74,600,000







119,241,989Bel Stamford IV LLC (a single member LLC with a 12.5%
    tenancy-in-common
    interest in an office property located in Connecticut, net of
    associated mortgage
    debt)(2)






2,919,828







5,726,917Total
    Wholly Owned and Co-owned Properties(identified
    cost, $150,850,471 and $179,100,804)

$
77,519,828






$
153,368,906Short-Term Investment  0.2% and 0.1%Interest





Interest(000s





(000sDescription

omitted)


Value


omitted)


ValueCash Management Portfolio, 0.00% and
    0.75%(6)


1,713


$
1,712,911



590


$
590,084Total
    Short-Term Investment(identified
    cost, $1,712,911 and $590,084)

$
1,712,911






$
590,084Total
    Investments  138.9% and 149.9%(identified
    cost, $964,377,226 and $1,499,760,070)

$
983,096,345






$
1,377,370,607Other
    Assets, Less Liabilities  (38.9)% and (49.9)%

$
(275,081,719
)





$
(458,712,198
)Net
    Assets  100.0% and 100.0%

$
708,014,626






$
918,658,409    Investment in Belvedere Capital
    Fund Company LLC  76.4%
 Partnership Preference
    Units  4.8%
 Real Estate Joint
    Ventures  7.6%
 Wholly Owned and Co-owned
    Properties  11.1%
 Short-Term
    Investment  0.1%
  
    
    Security exempt from registration
    under the Securities Act of 1933. At December 31, 2009 and
    2008, the value of these securities totaled $82,033,291 and
    $66,170,613 or 11.6% and 7.2% of net assets, respectively.(1)
    
    Shares have been pledged as
    collateral for the Credit Facility (Note 11B).(2)
    
    Investment valued at fair value
    using methods determined in good faith by or at the direction of
    the manager of Belrose Realty Corporation.(3)
    
    The sole investment of Belvorn
    Holdings LLC is as follows: Vornado Realty L.P. (Delaware
    limited partnership affiliate of Vornado Realty Trust), 6.75%
    Series D-14
    Cumulative Redeemable Preferred Units, callable from 9/9/10.
    This security is exempt from the Securities Act of 1933.(4)
    
    At December 31, 2008, the
    investment in Deerfield Property Trust consisted of seventeen
    industrial distribution properties located in six states, net of
    associated mortgage debt.(5)
    
    At December 31, 2008, the
    investment in Katahdin Property Trust consisted of six
    multifamily properties located in five states, net of associated
    mortgage debt.(6)
    
    Affiliated investment company
    available to Eaton Vance portfolios and funds, which invests in
    high quality, U.S. dollar denominated money market instruments.
    The rate shown is the annualized
    seven-day
    yield as of December 31, 2009 and 2008, respectively.  See notes to consolidated financial
    statements
43




---



##### Table of Contents



Belrose
    Capital Fund LLC  Consolidated
    Financial Statements
  Consolidated Statements of
    Assets and Liabilities
  December 31,Assets

2009


2008Investment in Belvedere Company, at value (identified cost,
    $611,538,958 and $1,082,440,666, respectively)

$
790,300,146


$
1,052,167,704Unaffiliated investments, at value (identified cost,
    $351,125,357 and $416,729,320, respectively)


191,083,288



324,612,819Affiliated investment, at value (identified cost, $1,712,911 and
    $590,084, respectively)


1,712,911



590,084Cash


2,259,971



2,443,973Interest receivable from affiliated investment






1,203Other assets


5,173,837



1,996,342Total assets

$
990,530,153


$
1,381,812,125LiabilitiesLoan payable  Credit Facility

$
200,000,000


$
365,500,000Mortgage notes payable


59,406,285



85,960,562Payable for Fund shares redeemed


13,563,513



758,324Special Distributions payable


52,879



438,782Interest payable for open interest rate swap agreements


34,391



48,359Open interest rate swap agreements, at value


4,433,777



8,414,446Payable to affiliate for investment advisory and administrative
    fees


225,568



335,459Payable to affiliate for distribution and servicing fees


214,925



268,186Other accrued expenses:Interest expense


136,693



224,473Other expenses and liabilities


4,447,496



1,205,125Total liabilities

$
282,515,527


$
463,153,716Net Assets

$
708,014,626


$
918,658,409Shareholders
    Capital

$
708,014,626


$
918,658,409Shares Outstanding
    (unlimited number of shares authorized)


9,090,634



12,909,886Net
    Asset Value and Redemption Price Per Share

$
77.88


$
71.16     See notes to consolidated financial
    statements
44




---



##### Table of Contents



Belrose
    Capital Fund LLC  Consolidated
    Financial Statements (continued)
  Consolidated Statements of     Operations
  Year Ended December 31,Investment
    Income

2009


2008


2007Dividends allocated from Belvedere Company (net of foreign
    taxes, $271,722, $407,444 and $623,110, respectively)

$
20,211,240


$
34,325,443


$
37,824,235Interest allocated from Belvedere Company


64,599



503,662



492,337Security lending income allocated from Belvedere Company, net






77,666



140,850Expenses allocated from Belvedere Company


(5,416,950
)


(9,266,644
)


(11,677,373
)Net investment income allocated from Belvedere Company

$
14,858,889


$
25,640,127


$
26,780,049Rental income from Wholly Owned Properties


14,647,086



16,723,637



14,766,193Distributions from Partnership Preference Units


7,465,493



7,862,813



7,178,195Net investment income from Real Estate Joint Ventures


1,317,088



6,664,652



5,615,557Net investment income from Co-owned Property


690,332



302,451



Interest


1,579



3,054



13,030Interest allocated from affiliated investment


11,591



81,446



264,922Expenses allocated from affiliated investment


(10,028
)


(12,868
)


(25,178
)Total investment income

$
38,982,030


$
57,265,312


$
54,592,768ExpensesInvestment advisory and administrative fees

$
4,074,390


$
6,144,578


$
6,993,350Distribution and servicing fees


1,340,095



2,678,203



3,702,086Interest expense on Credit Facility


2,016,027



13,414,709



22,393,645Interest expense on mortgage notes


4,665,674



4,898,043



4,205,936Expenses of Wholly Owned Properties


4,673,424



5,103,538



4,916,949Custodian and transfer agent fee


91,366



84,833



103,104Miscellaneous


836,118



940,196



1,028,981Total expenses

$
17,697,094


$
33,264,100


$
43,344,051Deduct Reduction of investment advisory and administrative fees

$
752,667


$
1,418,420


$
1,896,200Net expenses

$
16,944,427


$
31,845,680


$
41,447,851Net investment income

$
22,037,603


$
25,419,632


$
13,144,917  See notes to consolidated financial
    statements
45




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##### Table of Contents



Belrose
    Capital Fund LLC  Consolidated
    Financial Statements (continued)
  Consolidated Statements of
    Operations (continued)
  Year Ended December 31,Realized
    and Unrealized Gain (Loss)

2009


2008


2007Net realized gain (loss) Investment transactions in Belvedere Company (investments and
    foreign currency) (identified cost
    basis)(1)

$
(73,060,427
)

$
(25,230,470
)

$
74,429,684Investment transactions in Partnership Preference Units
    (identified cost basis)


(2,545,372
)


(66,982
)


1,844Investment transactions in Real Estate Joint Ventures


(12,404,646
)






(36,059
)Investment transactions in Wholly Owned Property


(6,081,509
)






Investment transactions in affiliated investment


(174
)






Interest rate swap
    agreements(2)


(6,323,130
)


(4,110,332
)


2,418,111Net realized gain (loss)

$
(100,415,258
)

$
(29,407,784
)

$
76,813,580Change in unrealized appreciation (depreciation) Investment in Belvedere Company (investments and foreign
    currency) (identified cost basis)

$
209,034,150


$
(585,746,635
)

$
(13,042,344
)Investment in Partnership Preference Units (identified cost
    basis)


23,866,018



(36,023,040
)


(9,127,964
)Investment in Real Estate Joint Ventures


(44,192,841
)


(47,337,891
)


8,049,964Investment in Wholly Owned Properties


(44,098,745
)


(19,916,898
)


(1,959,544
)Investment in Co-owned Property


(3,500,000
)


(3,626,416
)


Interest rate swap agreements


3,980,669



(7,417,389
)


(7,313,828
)Net change in unrealized appreciation (depreciation)

$
145,089,251


$
(700,068,269
)

$
(23,393,716
)Net realized and unrealized gain (loss)

$
44,673,993


$
(729,476,053
)

$
53,419,864Net increase (decrease) in net assets from operations

$
66,711,596


$
(704,056,421
)

$
66,564,781  (1)
    
    Amounts include net realized gain
    (loss) from redemptions in-kind of $(23,806,680), $31,146,345
    and $58,081,011, respectively.(2)
    
    Amounts represent net interest
    earned (incurred) in connection with interest rate swap
    agreements (Note 2F).  See notes to consolidated financial
    statements
46




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##### Table of Contents



Belrose
    Capital Fund LLC  Consolidated
    Financial Statements (continued)
  Consolidated Statements of
    Changes in Net Assets
  Year Ended December 31,Increase
    (Decrease) in Net Assets

2009


2008


2007From operations Net investment income

$
22,037,603


$
25,419,632


$
13,144,917Net realized gain (loss) from investment transactions, foreign
    currency transactions and interest rate swap agreements


(100,415,258
)


(29,407,784
)


76,813,580Net change in unrealized appreciation (depreciation) of
    investments, foreign currency and interest rate
    swap agreements


145,089,251



(700,068,269
)


(23,393,716
)Net increase (decrease) in net assets from operations

$
66,711,596


$
(704,056,421
)

$
66,564,781Transactions in Fund shares Net asset value of Fund shares issued to Shareholders in payment
    of distributions declared

$
6,126,121


$
9,004,634


$
11,132,632Net asset value of Fund shares redeemed


(264,742,502
)


(179,834,349
)


(127,098,588
)Net decrease in net assets from Fund share transactions

$
(258,616,381
)

$
(170,829,715
)

$
(115,965,956
)Distributions Distributions to Shareholders

$
(18,686,119
)

$
(26,186,483
)

$
(29,876,160
)Special Distributions


(52,879
)


(438,782
)


Total distributions

$
(18,738,998
)

$
(26,625,265
)

$
(29,876,160
)Net decrease in net assets

$
(210,643,783
)

$
(901,511,401
)

$
(79,277,335
)Net
    AssetsAt beginning of year

$
918,658,409


$
1,820,169,810


$
1,899,447,145At end of year

$
708,014,626


$
918,658,409


$
1,820,169,810    See notes to consolidated financial
    statements
47




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##### Table of Contents



Belrose
    Capital Fund LLC  Consolidated
    Financial Statements (continued)
  Consolidated     Statements of Cash Flows
  Year Ended December 31,Increase
    (Decrease) in Cash

2009


2008


2007Cash Flows From Operating Activities Net increase (decrease) in net assets from operations

$
66,711,596


$
(704,056,421
)

$
66,564,781Adjustments to reconcile net increase (decrease) in net assets
    from operations to net cash flows provided by (used in)
    operating activities Net investment income allocated from Belvedere Company


(14,858,889
)


(25,640,127
)


(26,780,049
)Net investment income from Real Estate Joint Ventures


(1,317,088
)


(6,664,652
)


(5,615,557
)Net payments from Real Estate Joint Ventures


18,262,732



3,206,281



1,558,925Net investment income from Co-owned Property


(690,332
)


(302,451
)


Payments to Co-owned Property


(2,579
)


(10,418
)


(Increase) decrease in affiliated investment and interest
    receivable from affiliated investment


(1,121,624
)


162,058



316,447(Increase) decrease in distributions and interest receivable






362,605



(362,107
)Decrease in interest receivable for open interest rate swap
    agreements






49,202



12,605(Increase) decrease in other assets


(3,311,469
)


(565,822
)


291,118Increase (decrease) in payable to affiliate for investment
    advisory and administrative fees


(109,891
)


(94,322
)


24,208Decrease in payable to affiliate for distribution and servicing
    fees


(53,261
)


(326,625
)


(18,867
)Increase (decrease) in interest payable for open interest rate
    swap agreements


(13,968
)


48,359



Increase (decrease) in accrued interest and other accrued
    expenses and liabilities


3,443,489



(349,089
)


(609,265
)Purchases of Partnership Preference Units


(3,419
)


(2,170
)


(25,008,167
)Proceeds from sales of Partnership Preference Units


5,461,387



668,812



13,280,073Purchases of investment in Wholly Owned and Co-owned Properties






(9,040,464
)


(33,524,989
)Improvements to Wholly Owned Properties


(4,682,997
)


(308,887
)


(544,670
)Proceeds from sale of investment in Wholly Owned Properties


1,907,288



400,000



Decreases in investment in Belvedere Company


161,600,000



85,000,000



Net payment for sales of affiliated investment


(174
)






Payment for termination of interest rate swap agreement






(51,166
)


Net interest earned (incurred) on interest rate swap agreements


(6,323,130
)


(4,110,332
)


2,418,111Net realized (gain) loss from investment transactions, foreign
    currency transactions and interest rate swap agreements


100,415,258



29,407,784



(76,813,580
)Net change in unrealized (appreciation) depreciation of
    investments, foreign currency and interest rate swap agreements


(145,089,251
)


700,068,269



23,393,716Net cash flows provided by (used in) operating activities

$
180,223,678


$
67,850,424


$
(61,417,267
)Cash Flows From Financing Activities Proceeds from Credit Facility

$



$
45,000,000


$
229,000,000Repayments of Credit Facility


(165,500,000
)


(97,000,000
)


(168,000,000
)Proceeds from mortgage note










25,500,000Repayments of mortgage note


(1,054,277
)


(991,370
)


(949,297
)Payments for Fund shares redeemed


(837,143
)


(2,063,469
)


(3,878,776
)Distributions paid to Shareholders


(12,559,998
)


(17,181,849
)


(18,743,528
)Payment of Special Distributions


(438,782
)






Distributions paid to minority investors


(17,480
)


(17,480
)


(19,851
)Net cash flows provided by (used in) financing activities

$
(180,407,680
)

$
(72,254,168
)

$
62,908,548Net increase (decrease) in cash

$
(184,002
)

$
(4,403,744
)

$
1,491,281Cash at beginning of year

$
2,443,973


$
6,847,717


$
5,356,436Cash at end of year

$
2,259,971


$
2,443,973


$
6,847,717  See notes to consolidated financial
    statements
48




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##### Table of Contents



Belrose
    Capital Fund LLC  Consolidated
    Financial Statements (continued)
  Consolidated Statements of Cash
    Flows (continued)
  Year Ended December 31,Supplemental
    Disclosure and Non-cash Operating and Financing Activities

2009


2008


2007Interest paid on loan  Credit Facility

$
1,993,475


$
13,631,180


$
22,401,696Interest paid on mortgage notes

$
4,597,323


$
4,792,639


$
4,006,088Interest paid (received) on interest rate swap agreements, net

$
6,337,098


$
4,012,771


$
(2,430,716
)Reinvestment of distributions paid to Shareholders

$
6,126,121


$
9,004,634


$
11,132,632Market value of securities distributed in payment of redemptions

$
251,100,170


$
177,012,556


$
123,219,812Market value of real property and other assets, net of current
    liabilities, assumed in conjunction with the acquisition of
    Wholly Owned Properties

$



$



$
33,493,039Market value of real property and other assets, net of current
    liabilities, disposed of in conjunction with the sale of Wholly
    Owned Property

$
27,612,556


$



$
Mortgage note disposed of in conjunction with the sale of Wholly
    Owned Property

$
25,500,000


$



$
Swap interest receivable assumed in conjunction with the
    purchase of the interest rate swap agreement

$



$
(21,353
)

$
    See notes to consolidated financial
    statements
49




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##### Table of Contents



Belrose
    Capital Fund LLC  Consolidated
    Financial Statements (continued)
  Financial Highlights
  Year Ended December 31,2009


2008


2007Net asset value  Beginning of year

$
71.160


$
124.890


$
122.620Income
    (loss) from operationsNet investment
    income(1)

$
1.942


$
1.840


$
0.872Net realized and unrealized gain (loss)


6.233



(53.728
)


3.328Total income (loss) from operations

$
8.175


$
(51.888
)

$
4.200DistributionsDistributions to Shareholders

$
(1.450
)

$
(1.810
)

$
(1.930
)Special
    Distributions(1)


(0.005
)


(0.032
)


Total distributions

$
(1.455
)

$
(1.842
)

$
(1.930
)Net asset value  End of year

$
77.880


$
71.160


$
124.890Total
    Return(2)


11.97
%


(42.12
)%


3.47
%Ratios
    as a percentage of average net assetsInvestment advisory and administrative fees, distribution and
    servicing fees and other operating
    expenses(3)(4)


1.44
%


1.23
%


1.12
%Interest and other borrowing
    costs(3)(5)


0.27
%


0.95
%


1.18
%Expenses of Wholly Owned
    Properties(6)


1.27
%


0.73
%


0.50
%Total expenses


2.98
%


2.91
%


2.80
%Net investment
    income(5)


2.93
%


1.80
%


0.69
%Ratios
    as a percentage of average gross
    assets(7)Investment advisory and administrative fees, distribution and
    servicing fees and other operating
    expenses(3)(4)


0.81
%


0.82
%


0.83
%Interest and other borrowing
    costs(3)(5)


0.15
%


0.63
%


0.87
%Expenses of Wholly Owned
    Properties(6)


0.72
%


0.48
%


0.37
%Total expenses


1.68
%


1.93
%


2.07
%Net investment
    income(5)


1.65
%


1.19
%


0.51
%Supplemental
    DataNet assets, end of year (000s omitted)

$
708,015


$
918,658


$
1,820,170Portfolio turnover of Tax-Managed Growth
    Portfolio(8)


2
%


1
%


2
%  (1)
    
    Calculated using average shares
    outstanding.(2)
    
    Returns are historical and are
    calculated by determining the percentage change in net asset
    value with all distributions reinvested (except for Special
    Distributions).(3)
    
    Includes the expenses of Belrose
    Capital Fund LLC (Belrose Capital) and Belrose Realty
    Corporation (Belrose Realty). Does not include expenses of
    Belrose Realtys Wholly Owned Properties (Note 1).(4)
    
    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 (the Portfolio).(5)
    
    Ratios do not include net interest
    earned or incurred in connection with interest rate swap
    agreements. Had such amounts been included, ratios would be
    lower or higher.(6)
    
    Represents expenses incurred by
    Belrose Realtys Wholly Owned Properties (Note 1).(7)
    
    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), without
    reduction by any liabilities.(8)
    
    Excludes the value of portfolio
    securities contributed or distributed as a result of in-kind
    shareholder transactions. The portfolio turnover rate of the
    Portfolio including in-kind contributions and distributions was
    3%, 3% and 6% for the years ended December 31, 2009, 2008
    and 2007, respectively.  See notes to consolidated financial
    statements
50




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##### Table of Contents



Belrose
    Capital Fund LLC
    December 31,
    2009  Notes
    to Consolidated Financial Statements
   1 Organization
    tenancy-in-common
  2 Significant     Accounting Policies
    and/or
  A Principles of
    Consolidation. The
    consolidated financial statements include the accounts of
    Belrose Capital and its subsidiaries (collectively, the Fund).
    All material intercompany accounts and transactions have been
    eliminated.
    B Basis of
    Presentation. Belrose
    Capital is an investment company and, as such, presents its
    assets at fair value. Fixed liabilities are generally stated at
    amounts payable.
  C Cash. The
    Fund considers deposits in banks that can be liquidated without
    prior notice or penalty to be cash.
  51




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##### Table of Contents



Belrose
    Capital Fund LLC
    December 31,
    2009  Notes to
    Consolidated Financial Statements (continued)
  D Investment
    Costs. The financial
    reporting cost basis of the Funds investment in Belvedere
    Company is the aggregate initial fair value of securities
    contributed to the Fund adjusted for the estimated allocation of
    the Funds share of net investment income or loss and net
    realized gain or loss of Belvedere Company as well as other
    adjustments including the value of securities and cash
    contributed to Belvedere Company and received from Belvedere
    Company for redemptions or distributions. The tax cost basis of
    the Funds investment in Belvedere Company is the aggregate
    tax cost basis of securities contributed to the Fund adjusted
    for the Funds share of income or loss and net realized
    capital gain or loss of Belvedere Company determined in
    accordance with income tax regulations as well as other
    adjustments including, but not limited to, basis adjustments
    determined in accordance with the income tax regulations, and
    the tax cost basis of securities and cash contributed to
    Belvedere Company and received from Belvedere Company for
    redemptions or distributions.
    E Investment and Other
    Valuations. The Fund
    invests in shares of Belvedere Company, Partnership Preference
    Units, Real Estate Joint Ventures, Wholly Owned Property and
    Co-owned Property. The Real Estate Joint Ventures, Wholly Owned
    Property and Co-owned Property are referred to herein
    collectively as Subsidiary Real Estate Investments. The Fund may
    also invest cash on a temporary basis in Cash Management
    Portfolio (Cash Management), an affiliated investment company
    managed by Boston Management and Research (Boston Management), a
    subsidiary of Eaton Vance Management (Eaton Vance).
    Additionally, Belrose Capital has entered into interest rate
    swap agreements (Note 10). Belvedere Companys only
    investment is an interest in the Portfolio, the value of which
    is derived from a proportional interest therein. Valuation of
    securities by the Portfolio is discussed in Note 1A of the
    Portfolios Notes to Financial Statements, which are
    included elsewhere in this report. Boston Management makes
    valuation determinations in accordance with the Funds
    policies. The valuation policies followed by the Fund are as
    follows:
          52




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##### Table of Contents



Belrose
    Capital Fund LLC
    December 31,
    2009  Notes to
    Consolidated Financial Statements (continued)
      and/or
        and/or
  53




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##### Table of Contents



Belrose
    Capital Fund LLC
    December 31,
    2009  Notes to
    Consolidated Financial Statements (continued)
  Rule 2a-7
      F Interest Rate
    Swaps. Belrose Capital
    has entered into interest rate swap agreements to fix the cost
    of a portion of its borrowings under the Credit Facility
    (Note 11B). Pursuant to the agreements, Belrose Capital
    makes periodic payments to the counterparty at predetermined
    fixed rates in exchange for floating rate payments that
    fluctuate with the
    one-month or
    three-month
    London Interbank Offered Rate (LIBOR). Net interest paid and
    accrued or received and earned is recorded as realized gains or
    losses and changes in the underlying values of the swaps are
    recorded as unrealized appreciation (depreciation), each in the
    Consolidated Statements of Operations.
  G Rental
    Income. Wholly Owned
    Property is leased to tenants pursuant to non-cancelable,
    fixed-term operating leases expiring between 2010 and 2019, each
    with options to extend. Bel Marlborough Campus LLC
    (Bel Marlborough) is 93% leased at December 31, 2009.
    Year Ending December 31,

Amount2010

$
9,865,7702011


9,447,5452012


9,628,5342013


9,806,1282014


6,918,612Thereafter


30,286,139$
75,952,728
   H Income. Belvedere
    Companys net investment income or loss consists of
    Belvedere Companys pro rata share of the net investment
    income or loss of the Portfolio, less all expenses of Belvedere
    Company, determined in accordance with GAAP.
      54




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##### Table of Contents



Belrose
    Capital Fund LLC
    December 31,
    2009  Notes to
    Consolidated Financial Statements (continued)
      I Deferred Loan
    Costs. Deferred loan
    costs are amortized over the term of the related debt and are
    included in other assets. Amortization expense of deferred loan
    costs is included in interest expense.
  J Income
    Taxes. Belrose
    Capital, Belvedere Company and the Portfolio are treated as
    partnerships for federal income tax purposes. As a result,
    Belrose Capital, Belvedere Company and the Portfolio do not
    incur federal income tax liability, and the Shareholders and
    partners thereof are individually responsible for taxes on items
    of partnership income, gain, loss and deduction. The policy of
    Belrose Realty is to comply with the provisions of the Internal
    Revenue Code of 1986, as amended, applicable to REITs. Belrose
    Realty will generally not be subject to federal income tax to
    the extent that it distributes its taxable income to its
    stockholders each year and maintains its qualification as a
    REIT. Subsidiaries of Belrose Realty are generally treated as
    pass-through entities for federal income tax purposes.
        K Investment
    Transactions. Investment
    transactions for financial statement purposes are accounted for
    on a trade date basis. Realized gains and losses on investments
    sold are determined on the basis of identified cost.
  L Use of
    Estimates. The
    preparation of financial statements in conformity with GAAP
    requires management to make estimates and assumptions that
    affect the reported amounts of assets and liabilities at the
    date of the financial statements and the reported amounts of
    income and expense during the reporting period. Actual results
    could differ from those estimates.
  M Indemnifications and
    Guarantees. Under
    Belrose Capitals operating agreement, Belrose
    Capitals officers, its manager, investment adviser, and
    any affiliate, associate, officer, employee or trustee thereof,
    and any manager, director, officer or employee of Belrose Realty
    or any other subsidiary may be indemnified against certain
    liabilities and expenses arising out of their duties to the
    Fund. Shareholders also may be indemnified against personal
    liability for the liabilities of Belrose Capital. Additionally,
    in the normal course of business, the Fund enters into
    agreements with service providers, lenders and counterparties
    that may contain indemnification or guarantee clauses. The
    Funds maximum exposure under these arrangements is
    unknown, as this would involve possible future claims that may
    be made against the Fund that have not yet occurred.
  55




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##### Table of Contents



Belrose
    Capital Fund LLC
    December 31,
    2009  Notes to
    Consolidated Financial Statements (continued)
  3 Fair     Value Measurements
  three-tier
  
    Level 1  Unadjusted quoted prices in active
    markets that are accessible at the measurement date for
    identical, unrestricted assets or liabilities;
    Level 2  Quoted prices in markets that are not
    considered to be active or financial instruments for which all
    significant inputs are observable, either directly or indirectly;
    Level 3  Prices or valuations that require
    inputs that are both significant to the fair value measurement
    and unobservable.        Fair Value Measurementsat December 31, 2009Description

December 31, 2009


Level 1


Level 2


Level 3AssetsInvestment in Belvedere Company

$
790,300,146


$
790,300,146


$



$
Partnership Preference Units


82,033,291











82,033,291Real Estate Joint Ventures


31,530,169











31,530,169Wholly Owned and Co-owned Properties


77,519,828











77,519,828Short-Term Investment


1,712,911



1,712,911







Total

$
983,096,345


$
792,013,057


$



$
191,083,288LiabilitiesInterest Rate Swap Agreements

$
4,433,777


$



$
4,433,777


$
Total

$
4,433,777


$



$
4,433,777


$
    56




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##### Table of Contents



Belrose
    Capital Fund LLC
    December 31,
    2009  Notes to
    Consolidated Financial Statements (continued)
  Fair Value Measurementsat December 31, 2008Description

December 31, 2008


Level 1


Level 2


Level 3AssetsInvestment in Belvedere Company

$
1,052,167,704


$
1,052,167,704


$



$
Partnership Preference Units


66,170,613











66,170,613Real Estate Joint Ventures


105,073,300











105,073,300Wholly Owned and Co-owned Properties


153,368,906











153,368,906Short-Term Investment


590,084







590,084



Total

$
1,377,370,607


$
1,052,167,704


$
590,084


$
324,612,819LiabilitiesInterest Rate Swap Agreements

$
8,414,446


$



$
8,414,446


$
Total

$
8,414,446


$



$
8,414,446


$
     Level 3 Fair Value Measurements for theYear Ended December 31, 2009WhollyPartnership


Real Estate


Owned andPreference


Joint


Co-ownedUnits


Ventures


Properties


TotalBeginning balance as of December 31, 2008

$
66,170,613


$
105,073,300


$
153,368,906


$
324,612,819Net realized loss


(2,545,372
)


(12,404,646
)


(5,876,241
)


(20,826,259
)Net change in unrealized appreciation (depreciation)


23,866,018



(44,192,841
)


(47,598,745
)


(67,925,568
)Net sales


(5,457,968
)






(23,067,003
)


(28,524,971
)Net investment
    income(1)






1,317,088



690,332



2,007,420Other(2)






(18,262,732
)


2,579



(18,260,153
)Net transfers in
    and/or out
    of Level 3














Ending balance as of December 31, 2009

$
82,033,291


$
31,530,169


$
77,519,828


$
191,083,288Net change in unrealized appreciation (depreciation) from
    investments still held at December 31, 2009

$
21,133,372


$
(44,192,841
)

$
(47,598,745
)

$
(70,658,214
)    57




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##### Table of Contents



Belrose
    Capital Fund LLC
    December 31,
    2009  Notes to
    Consolidated Financial Statements (continued)
  Level 3 Fair Value Measurements for theYear Ended December 31, 2008WhollyPartnership


Real Estate


Owned andPreference


Joint


Co-ownedUnits


Ventures


Properties


TotalBeginning balance as of December 31, 2007

$
102,927,277


$
148,952,820


$
167,650,000


$
419,530,097Net realized loss


(66,982
)










(66,982
)Net change in unrealized appreciation (depreciation)


(36,023,040
)


(47,337,891
)


(23,543,314
)


(106,904,245
)Net purchases (sales)


(666,642
)






8,949,351



8,282,709Net investment
    income(1)






6,664,652



302,451



6,967,103Other(2)






(3,206,281
)


10,418



(3,195,863
)Net transfers in
    and/or out
    of Level 3














Ending balance as of December 31, 2008

$
66,170,613


$
105,073,300


$
153,368,906


$
324,612,819Net change in unrealized appreciation (depreciation) from
    investments still held at December 31, 2008

$
(36,017,218
)

$
(47,337,891
)

$
(23,543,314
)

$
(106,898,423
)  (1)
    
    Represents net investment income
    recorded using the equity method of accounting.(2)
    
    Represents net capital
    contributions (distributions) recorded using the equity method
    of accounting.  4 Shareholder     Transactions
    Year EndedDecember 31,


December 31,


December 31,2009


2008


2007Issued to Shareholders electing to receive payment of
    distributions in Fund shares


95,452



79,064



91,907Redemptions


(3,914,704
)


(1,743,118
)


(1,008,922
)Net decrease


(3,819,252
)


(1,664,054
)


(917,015
)   5 Distributions     to Shareholders
      58




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##### Table of Contents



Belrose
    Capital Fund LLC
    December 31,
    2009  Notes to
    Consolidated Financial Statements (continued)
          6 Investment     Transactions
    Year EndedDecember 31,


December 31,


December 31,Investment Transactions

2009


2008


2007Decreases in investment in Belvedere Company

$
412,700,170


$
262,012,556


$
123,219,812Increases in Partnership Preference Units

$
3,419


$
2,170


$
25,008,167Decreases in Partnership Preference
    Units(1)

$
5,461,387


$
668,812


$
13,280,073Increases in investment in Real Estate Joint Ventures

$



$



$
1,200,000Decreases in investment in Real Estate Joint Ventures

$
18,262,732


$
3,206,281


$
2,758,925Increases in investment in Wholly Owned Properties

$
4,682,997


$
308,887


$
34,069,659Decreases in investment in Wholly Owned Properties

$
1,907,288


$
400,000


$
Increases in investment in Co-owned
    Property(2)

$
2,579


$
9,050,882


$
  (1)

Decreases in Partnership Preference Units for the year ended
    December 31, 2007 represent Partnership Preference Units
    sold to real estate investment affiliates of other investment
    funds advised by Boston Management for which a realized gain of
    $1,844 was recognized.(2)

Increases in investment in Co-owned Property for the year ended
    December 31, 2008 include the purchase of a Co-owned
    Property from the real estate investment affiliate of another
    investment fund advised by Boston Management for $9,040,464.   59




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##### Table of Contents



Belrose
    Capital Fund LLC
    December 31,
    2009  Notes to
    Consolidated Financial Statements (continued)
  7 Indirect     Investment in the Portfolio
    Year EndedDecember 31,


December 31,


December 31,2009


2008


2007Belvedere Companys interest in the
    Portfolio(1)

$
6,702,473,451


$
7,830,200,429


$
14,763,099,076The Funds investment in Belvedere
    Company(2)

$
790,300,146


$
1,052,167,704


$
1,899,517,238Income allocated to Belvedere Company from the Portfolio

$
154,559,605


$
270,863,516


$
298,751,556Income allocated to the Fund from Belvedere Company

$
20,275,839


$
34,906,771


$
38,457,422Expenses allocated to Belvedere Company from the Portfolio

$
31,400,023


$
53,705,900


$
67,348,884Expenses allocated to the Fund from Belvedere
    Company(3)

$
5,416,950


$
9,266,644


$
11,677,373Net realized gain (loss) from investment transactions and
    foreign currency transactions allocated to Belvedere Company
    from the Portfolio

$
(540,322,752
)

$
(203,248,973
)

$
581,142,259Net realized gain (loss) from investment transactions and
    foreign currency transactions allocated to the Fund from
    Belvedere Company

$
(73,060,427
)

$
(25,230,470
)

$
74,429,684Net change in unrealized appreciation (depreciation) of
    investments and foreign currency allocated to Belvedere Company
    from the Portfolio

$
1,646,321,220


$
(4,579,608,072
)

$
(99,671,823
)Net change in unrealized appreciation (depreciation) of
    investments and foreign currency allocated to the Fund from
    Belvedere Company

$
209,034,150


$
(585,746,635
)

$
(13,042,344
)  (1)

As of December 31, 2009, 2008 and 2007, the value of
    Belvedere Companys interest in the Portfolio represents
    70.7%, 73.9% and 74.3% of the Portfolios net assets,
    respectively.(2)

As of December 31, 2009, 2008 and 2007, the Funds
    investment in Belvedere Company represents 11.8%, 13.4% and
    12.9% of Belvedere Companys net assets, respectively.(3)

Expenses allocated to the Fund from Belvedere Company represent:   Year EndedDecember 31,


December 31,


December 31,2009


2008


2007Expenses allocated from the Portfolio

$
4,091,879


$
6,911,976


$
8,669,123Servicing fee (see Note 12)

$
1,293,799


$
2,284,019


$
2,934,192Operating expenses

$
31,272


$
70,649


$
74,058
   8 Investment     in Real Estate Joint Ventures
    day-to-day day-to-day day-to-day
  60




---



##### Table of Contents



Belrose
    Capital Fund LLC
    December 31,
    2009  Notes to
    Consolidated Financial Statements (continued)
            At December 31,


At December 31,2009


2008AssetsInvestment in real estate

$
212,577,183


$
379,466,955Other assets


7,706,952



10,311,145Total assets

$
220,284,135


$
389,778,100Liabilities and Shareholders EquityMortgage notes payable, at
    face(1)

$
173,797,274


$
241,084,373Other liabilities


7,193,221



8,324,598Total liabilities

$
180,990,495


$
249,408,971Shareholders equity

$
39,293,640


$
140,369,129Total liabilities and shareholders equity

$
220,284,135


$
389,778,100
  (1)

The mortgage notes payable generally cannot be prepaid or
    otherwise disposed of without incurring a substantial prepayment
    penalty. During the year ended December 31, 2009, Deerfield
    and Katahdin sold one and three properties, respectively, and
    prepaid a portion of the related mortgage notes payable. The
    proceeds from the sale of the Katahdin properties, net of
    prepayment penalties, were distributed to both Belrose Realty
    and the Operating Partner.
    61




---



##### Table of Contents



Belrose
    Capital Fund LLC
    December 31,
    2009  Notes to
    Consolidated Financial Statements (continued)
  Year EndedDecember 31,


December 31,


December 31,2009


2008


2007Revenues

$
36,392,348


$
42,874,531


$
42,271,494Expenses


34,740,498



33,972,331



34,626,529Net investment income before realized and unrealized gain (loss)

$
1,651,850


$
8,902,200


$
7,644,965Realized loss


(16,104,494
)






(47,215
)Change in net unrealized appreciation (depreciation)


(63,386,829
)


(69,711,827
)


13,422,884Net investment income (loss)

$
(77,839,473
)

$
(60,809,627
)

$
21,020,634
   9 Investment     in Co-owned Property
    10 Interest     Rate Swap Agreements
  one-month three-month
  Derivatives Not Designated as

Liability Derivatives atHedging Instruments

December 31, 2009


December 31, 2008Notional amount

$
123,306,500


$
192,837,500Average notional amount during the respective period

$
172,421,000


$
320,954,000Weighted average fixed interest rate


4.31
%


4.26
%Floating rates


1 month LIBOR + 0.30
%


1 month LIBOR + 0.30
%3 month LIBOR



3 month LIBORInitial optional termination dates






7/2009  11/2009Final termination dates


6/2010  6/2012



6/2010  6/2012Fair value

$
(4,433,777
)

$
(8,414,446
)
   62




---



##### Table of Contents



Belrose
    Capital Fund LLC
    December 31,
    2009  Notes to
    Consolidated Financial Statements (continued)
  11 Debt
  A Mortgage
    Notes. Bel Marlborough
    is financed through a mortgage note secured by the real
    property. The mortgage note is generally without recourse to
    Belrose Capital and Belrose Realty, except that there may be
    recourse for certain liabilities arising from actions such as
    fraud, misrepresentation, misappropriation of funds or breach of
    material covenants and liabilities arising from environmental
    conditions.
    MonthlyAnnual


Principal


Outstanding atInterest


and Interest


December 31,


December 31,Maturity Date

Rate


Payment


2009


2008December 1, 2014


5.2075
%

$
351,728


$
59,406,285


$
60,460,562January 8, 2018


6.03
%


128,138
(1)



(2)


25,500,000$
59,406,285


$
85,960,562
  (1)

Mortgage note provides for interest only payments due monthly
    with the entire principal balance due on the maturity date.(2)

In November 2009, Belrose Realty sold its interest in Bel
    Larimer subject to the related mortgage note payable. At the
    time of the transaction, the mortgage note payable was
    $25,500,000.
     Year Ending December 31,

Amount2010

$
1,111,3082011


1,171,4242012


1,226,1702013


1,301,1202014


54,596,263$
59,406,285
     B Credit
    Facility. Belrose
    Capital has entered into credit arrangements with Dresdner
    Kleinwort Holdings I, Inc. (DKH) and Merrill Lynch Mortgage
    Capital, Inc. (Merrill Lynch) (collectively, the Credit
    Facility). The Credit Facility matures on June 25, 2010.
  63




---



##### Table of Contents



Belrose
    Capital Fund LLC
    December 31,
    2009  Notes to
    Consolidated Financial Statements (continued)
  one-month
  one-month
      At December 31, 2009


At December 31, 2008Total amount available under the Credit Facility

$
230,000,000


$
537,500,000DKH borrowings outstanding

$
200,000,000


$
365,500,000Merrill Lynch borrowings outstanding

$



$

       three-month
      64




---



##### Table of Contents



Belrose
    Capital Fund LLC
    December 31,
    2009  Notes to
    Consolidated Financial Statements (continued)
  C Average Borrowings and
    Average Interest
    Rate. During the year
    ended December 31, 2009, the average balance of borrowings
    under the Credit Facility was approximately $277,500,000 with a
    weighted average interest rate of 0.73%. The weighted average
    interest rate for the Credit Facility includes all costs of
    borrowings under the Credit Facility. The average balance of
    borrowings under the mortgage notes for the period the mortgage
    notes were held during the year ended December 31, 2009 was
    approximately $85,400,000 with a weighted average interest rate
    of 5.45%.
  12 Management     Fee and Other Transactions with Affiliates
              65




---



##### Table of Contents



Belrose
    Capital Fund LLC
    December 31,
    2009  Notes to
    Consolidated Financial Statements (continued)
      Year EndedDecember 31,


December 31,


December 31,2009


2008


2007Advisory fee allocated to Belvedere Company from the Portfolio

$
29,752,815


$
50,952,553


$
64,755,126Advisory fee allocated to the Fund from Belvedere Company

$
3,875,704


$
6,557,778


$
8,335,212Advisory fee allocated to the Fund from Cash Management

$
9,451


$
12,343


$
24,117Advisory and administrative fees incurred directly by the Fund

$
4,074,390


$
6,144,578


$
6,993,350Distribution fee incurred directly by the Fund

$
752,667


$
1,418,420


$
1,896,200Reduction of advisory and administrative fees

$
752,667


$
1,418,420


$
1,896,200Servicing fee of Belvedere Company

$
9,934,858


$
17,747,191


$
22,797,451Servicing fee allocated to the Fund from Belvedere Company

$
1,293,799


$
2,284,019


$
2,934,192Servicing fee incurred directly by the Fund

$
587,428


$
1,259,783


$
1,805,886Servicing fee paid or accrued to subagents

$
1,881,210


$
3,543,775


$
4,740,051   13 Segment     Information
        66




---



##### Table of Contents



Belrose
    Capital Fund LLC
    December 31,
    2009  Notes to
    Consolidated Financial Statements (continued)
    Year EndedDecember 31,


December 31,


December 31,2009


2008


2007Investment incomeThe Portfolio*

$
14,858,889


$
25,640,127


$
26,780,049Real Estate


24,121,331



31,555,059



27,560,766Unallocated


1,810



70,126



251,953Total investment income

$
38,982,030


$
57,265,312


$
54,592,768Interest expenseThe Portfolio*

$



$



$
Real
    Estate(1)


6,601,060



16,032,251



19,881,488Unallocated(2)


80,641



2,280,501



6,718,093Total interest expense

$
6,681,701


$
18,312,752


$
26,599,581Net realized gain (loss)The Portfolio*

$
(73,060,427
)

$
(25,230,470
)

$
74,429,684Real Estate


(27,354,831
)


(4,177,314
)


2,383,896Unallocated










Total net realized gain (loss)

$
(100,415,258
)

$
(29,407,784
)

$
76,813,580Net change in unrealized appreciation (depreciation)The Portfolio*

$
209,034,150


$
(585,746,635
)

$
(13,042,344
)Real Estate


(63,944,899
)


(114,321,634
)


(10,351,372
)Unallocated










Total net change in unrealized appreciation (depreciation)

$
145,089,251


$
(700,068,269
)

$
(23,393,716
)Net increase (decrease) in net assets from operationsThe Portfolio*

$
150,324,722


$
(586,414,120
)

$
86,671,721Real Estate


(81,804,168
)


(112,388,330
)


(9,519,298
)Unallocated(3)


(1,808,958
)


(5,253,971
)


(10,587,642
)Net increase (decrease) in net assets from operations

$
66,711,596


$
(704,056,421
)

$
66,564,781    67




---



##### Table of Contents



Belrose
    Capital Fund LLC
    December 31,
    2009  Notes to
    Consolidated Financial Statements (continued)
  At December 31, 2009


At December 31, 2008Segment assetsThe Portfolio*

$
790,300,146


$
1,052,167,704Real Estate


196,707,027



327,377,015Unallocated(4)


3,522,980



2,267,406Segment assets

$
990,530,153


$
1,381,812,125Net assetsThe Portfolio*

$
776,598,977


$
1,050,915,012Real Estate


(64,226,479
)


(70,951,489
)Unallocated(5)


(4,357,872
)


(61,305,114
)Net assets

$
708,014,626


$
918,658,409  *

Belrose Capital invests indirectly in the Portfolio through
    Belvedere Company.(1)

Includes interest expense on the mortgage notes payable held by
    the Wholly Owned Properties, as well as interest expense
    incurred on Credit Facility borrowings allocated to the real
    estate segment for presentation purposes.(2)

Unallocated interest expense represents interest incurred on
    unallocated Credit Facility borrowings. Such borrowings are used
    to finance ongoing operations of the Fund and are not allocable
    to reportable segments.(3)

Unallocated amounts pertain to the overall operation of Belrose
    Capital and do not pertain to either segment. Primarily included
    in these amounts are the following expenses.   Year EndedDecember 31,


December 31,


December 31,2009


2008


2007Distribution and servicing fees

$
1,340,095


$
2,678,203


$
3,702,086Audit expense

$
259,847


$
252,012


$
245,000Interest expense on Credit Facility

$
80,641


$
2,280,501


$
6,718,093
   (4)

Primarily includes cash held by the Fund and the Funds
    investment in Cash Management.(5)

Amounts include 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 December 31, 2009 and 2008,
    such borrowings totaled approximately $7,396,000 and
    $63,110,000, respectively.   14 Subsequent     Event
    68




---



##### Table of Contents



Belrose
    Capital Fund LLC
    December
    31, 2009  Report
    of Independent Registered Public Accounting Firm
   To the Shareholders
    of Belrose Capital Fund LLC and Subsidiaries
        Internal Control  Integrated Framework
  DELOITTE &
    TOUCHE LLP
     69




---



##### Table of Contents



Tax-Managed
    Growth Portfolio
    as
    of December 31, 2009  Portfolio
    of Investments
  Common Stocks  98.5%Security

Shares


ValueAerospace
    & Defense  4.8%Boeing Co. (The)


960,677


$
52,001,446General Dynamics Corp.


473,021



32,245,842Honeywell International, Inc.


293,134



11,490,853Lockheed Martin Corp.


19,800



1,491,930Northrop Grumman Corp.


1,701,074



95,004,983Raytheon Co.


58,153



2,996,042Rockwell Collins, Inc.


147,928



8,189,294United Technologies Corp.


3,657,193



253,845,766$
457,266,156Air
    Freight & Logistics  2.4%FedEx Corp.


1,156,039


$
96,471,455United Parcel Service, Inc., Class B


2,262,306



129,788,495$
226,259,950Auto
    Components  0.2%Johnson Controls, Inc.


740,109


$
20,160,569WABCO Holdings, Inc.


1,156



29,813$
20,190,382Automobiles  0.0%DaimlerChrysler AG


17,284


$
921,237Harley-Davidson, Inc.


133,800



3,371,760$
4,292,997Beverages  5.0%Brown-Forman Corp., Class A


393,146


$
22,153,777Brown-Forman Corp., Class B


156,213



8,368,330Coca-Cola
    Co. (The)


2,871,938



163,700,466Coca-Cola
    Enterprises, Inc.


54,516



1,155,739Molson Coors Brewing Co., Class B


186,000



8,399,760PepsiCo, Inc.


4,422,231



268,871,645$
472,649,717Biotechnology  1.9%Amgen,
    Inc.(1)


2,920,204


$
165,195,940Biogen Idec,
    Inc.(1)


13,543



724,550Genzyme
    Corp.(1)


23,267



1,140,316Gilead Sciences,
    Inc.(1)


246,207



10,655,839$
177,716,645Building
    Products  0.0%Masco Corp.


140,317


$
1,937,778$
1,937,778Capital
    Markets  4.0%Ameriprise Financial, Inc.


74,124


$
2,877,494Bank of New York Mellon Corp. (The)


894,847



25,028,871Charles Schwab Corp. (The)


718,360



13,519,535Credit Suisse Group AG


47,576



2,356,978E*Trade Financial
    Corp.(1)


45,935



80,386Federated Investors, Inc., Class B


293,517



8,071,718Franklin Resources, Inc.


539,468



56,832,954Goldman Sachs Group, Inc. (The)


557,466



94,122,559Legg Mason, Inc.


104,784



3,160,285Morgan Stanley


2,837,118



83,978,693Northern Trust Corp.


715,649



37,500,008Piper Jaffray Cos.,
    Inc.(1)


504



25,507State Street Corp.


531,412



23,137,678T. Rowe Price Group, Inc.


323,743



17,239,315UBS AG(1)


94,307



1,462,702Waddell & Reed Financial, Inc., Class A


273,635



8,356,813$
377,751,496Chemicals  1.0%Ashland, Inc.


30,391


$
1,204,092Dow Chemical Co. (The)


152,627



4,217,084E.I. Du Pont de Nemours & Co.


978,736



32,954,041Ecolab, Inc.


380,814



16,976,688Monsanto Co.


29,739



2,431,163PPG Industries, Inc.


4,400



257,576Sigma-Aldrich Corp.


809,485



40,903,277$
98,943,921Commercial
    Banks  2.8%Bank of Hawaii Corp.


616


$
28,989Bank of Montreal


33,047



1,754,135BB&T Corp.


1,043,443



26,472,149City National Corp.


52,552



2,396,371Comerica, Inc.


230,933



6,828,689Fifth Third Bancorp


1,588,904



15,491,814First Horizon National
    Corp.(1)


69,184



927,066HSBC Holdings PLC


220,592



2,509,220HSBC Holdings PLC ADR


103,266



5,895,456KeyCorp


180,824



1,003,573M&T Bank Corp.


25,938



1,734,993Marshall & Ilsley Corp.


158,431



863,449
  See notes to financial
    statements
70




---



##### Table of Contents



Tax-Managed
    Growth Portfolio
    as
    of December 31, 2009  Portfolio
    of Investments (continued)
  Security

Shares


ValueCommercial
    Banks (continued)PNC Financial Services Group, Inc.


81,695


$
4,312,679Regions Financial Corp.


250,097



1,323,013Royal Bank of Canada


252,530



13,522,981Societe Generale


669,675



46,528,985SunTrust Banks, Inc.


321,840



6,530,134Synovus Financial Corp.


52,977



108,603Toronto-Dominion Bank


17,915



1,123,629Trustmark Corp.


205,425



4,630,280U.S. Bancorp


2,933,385



66,030,496Wells Fargo & Co.


2,165,006



58,433,512Westamerica Bancorporation


1,968



108,968Zions Bancorporation


63,409



813,537$
269,372,721Commercial
    Services & Supplies  0.1%Avery Dennison Corp.


56,594


$
2,065,115Cintas Corp.


208,456



5,430,279Pitney Bowes, Inc.


15,870



361,201Waste Management, Inc.


108,828



3,679,475$
11,536,070Communications
    Equipment  3.9%Cisco Systems,
    Inc.(1)


7,187,656


$
172,072,485Juniper Networks,
    Inc.(1)


109,780



2,927,833Motorola,
    Inc.(1)


1,151,307



8,934,142Nokia Oyj ADR


1,721,613



22,122,727QUALCOMM, Inc.


3,168,806



146,588,965Telefonaktiebolaget LM Ericsson ADR


1,750,000



16,082,500$
368,728,652Computers
    & Peripherals  4.6%Apple,
    Inc.(1)


291,406


$
61,445,869Dell,
    Inc.(1)


4,062,859



58,342,655EMC
    Corp.(1)


2,038,992



35,621,190Hewlett-Packard Co.


1,117,077



57,540,636International Business Machines Corp.


1,581,888



207,069,139Lexmark International, Inc.,
    Class A(1)


34,181



888,023NetApp,
    Inc.(1)


417,589



14,360,886$
435,268,398Construction
    & Engineering  0.0%Jacobs Engineering Group,
    Inc.(1)


64,781


$
2,436,413$
2,436,413Construction
    Materials  0.0%Vulcan Materials Co.


34,690


$
1,827,122$
1,827,122Consumer
    Finance  0.5%American Express Co.


420,726


$
17,047,818Capital One Financial Corp.


407,705



15,631,410Discover Financial Services


1,105,050



16,255,285SLM
    Corp.(1)


10,200



114,954$
49,049,467Containers
    & Packaging  0.1%Bemis Co., Inc.


133,186


$
3,948,965Temple-Inland, Inc.


90,660



1,913,832$
5,862,797Distributors  0.1%Genuine Parts Co.


188,424


$
7,152,575$
7,152,575Diversified
    Consumer Services  0.4%Apollo Group, Inc.,
    Class A(1)


10,887


$
659,535H&R Block, Inc.


1,506,291



34,072,302$
34,731,837Diversified
    Financial Services  1.8%Bank of America Corp.


2,830,245


$
42,623,490Citigroup, Inc.


119,611



395,912CME Group, Inc.


28,751



9,658,898ING Groep NV
    ADR(1)


191,170



1,875,378IntercontinentalExchange,
    Inc.(1)


13,162



1,478,093JPMorgan Chase & Co.


2,683,320



111,813,944Moodys Corp.


179,602



4,813,334$
172,659,049Diversified
    Telecommunication Services  1.0%AT&T, Inc.


1,500,639


$
42,062,911CenturyTel, Inc.


11,539



417,827Deutsche Telekom AG ADR


1,374,898



20,211,001McLeodUSA, Inc.,
    Class A(1)(2)


947



0Telefonos de Mexico SA de CV ADR


704,876



11,686,844Telmex Internacional SAB de CV ADR


283,026



5,023,711
  See notes to financial
    statements
71




---



##### Table of Contents



Tax-Managed
    Growth Portfolio
    as
    of December 31, 2009  Portfolio
    of Investments (continued)
  Security

Shares


ValueDiversified
    Telecommunication Services (continued)Verizon Communications, Inc.


444,858


$
14,738,146Windstream Corp.


247,947



2,724,938$
96,865,378Electric
    Utilities  0.0%Duke Energy Corp.


47,382


$
815,444Exelon Corp.


9,202



449,702Southern Co. (The)


68,451



2,280,787$
3,545,933Electrical
    Equipment  1.1%Emerson Electric Co.


2,283,488


$
97,276,589Rockwell Automation, Inc.


125,000



5,872,500SunPower Corp.,
    Class B(1)


1



21$
103,149,110Electronic
    Equipment, Instruments & Components  0.8%Agilent Technologies,
    Inc.(1)


456,730


$
14,190,601Corning, Inc.


2,838,521



54,811,841Flextronics International,
    Ltd.(1)


161,054



1,177,305National Instruments Corp.


35,783



1,053,809Tyco Electronics, Ltd.


10,142



248,986$
71,482,542Energy
    Equipment & Services  1.3%Baker Hughes, Inc.


136,681


$
5,532,847Halliburton Co.


846,488



25,470,824Schlumberger, Ltd.


1,175,550



76,516,550Transocean,
    Ltd.(1)


196,993



16,311,020$
123,831,241Food
    & Staples Retailing  3.2%Costco Wholesale Corp.


873,262


$
51,670,913CVS Caremark Corp.


1,958,996



63,099,261Kroger Co. (The)


69,668



1,430,284Safeway, Inc.


186,891



3,978,909Sysco Corp.


1,717,782



47,994,829Wal-Mart Stores, Inc.


2,002,154



107,015,131Walgreen Co.


893,009



32,791,291$
307,980,618Food
    Products  2.6%Archer-Daniels-Midland Co.


1,574,460


$
49,296,342Campbell Soup Co.


54,780



1,851,564ConAgra Foods, Inc.


100,372



2,313,575Del Monte Foods Co.


17,418



197,520General Mills, Inc.


27,469



1,945,080H.J. Heinz Co.


114,878



4,912,183Hershey Co. (The)


512,481



18,341,695Kraft Foods, Inc., Class A


242,546



6,592,400Nestle SA


2,750,000



133,467,372Sara Lee Corp.


2,026,393



24,681,467Unilever NV


72,175



2,333,418$
245,932,616Health
    Care Equipment & Supplies  1.5%Baxter International, Inc.


224,448


$
13,170,608Becton, Dickinson and Co.


63,708



5,024,013Boston Scientific
    Corp.(1)


434,359



3,909,231CareFusion
    Corp.(1)


315,076



7,880,051Covidien PLC


193,320



9,258,095Hospira,
    Inc.(1)


48,238



2,460,138Medtronic, Inc.


1,746,454



76,809,047St. Jude Medical,
    Inc.(1)


66,365



2,440,905Stryker Corp.


155,879



7,851,625Zimmer Holdings,
    Inc.(1)


240,888



14,238,890$
143,042,603Health
    Care Providers & Services  1.1%AmerisourceBergen Corp.


586,036


$
15,277,959Cardinal Health, Inc.


300,019



9,672,613CIGNA Corp.


49,467



1,744,701Express Scripts,
    Inc.(1)


196,994



17,030,131Henry Schein,
    Inc.(1)


818,371



43,046,315McKesson Corp.


6,462



403,875Medco Health Solutions,
    Inc.(1)


146,516



9,363,838PharMerica
    Corp.(1)


25,547



405,686UnitedHealth Group, Inc.


201,101



6,129,558WellPoint,
    Inc.(1)


53,673



3,128,599$
106,203,275Health
    Care Technology  0.0%IMS Health, Inc.


56,530


$
1,190,522$
1,190,522
  See notes to financial
    statements
72




---



##### Table of Contents



Tax-Managed
    Growth Portfolio
    as
    of December 31, 2009  Portfolio
    of Investments (continued)
  Security

Shares


ValueHotels,
    Restaurants & Leisure  1.7%Carnival
    Corp.(1)


537,768


$
17,041,868Darden Restaurants, Inc.


147,345



5,167,389International Game Technology


459,500



8,624,815Interval Leisure Group,
    Inc.(1)


85,966



1,071,996Marriott International, Inc., Class A


401,544



10,942,074McDonalds Corp.


865,066



54,014,721Starbucks
    Corp.(1)


2,222,271



51,245,569Yum! Brands, Inc.


246,105



8,606,292$
156,714,724Household
    Durables  0.2%D.R. Horton, Inc.


417,028


$
4,533,094Fortune Brands, Inc.


117,078



5,057,770Leggett & Platt, Inc.


313,428



6,393,931Newell Rubbermaid, Inc.


49,838



748,069$
16,732,864Household
    Products  2.6%Clorox Co. (The)


31,145


$
1,899,845Colgate-Palmolive Co.


680,288



55,885,659Energizer Holdings,
    Inc.(1)


76,555



4,691,290Kimberly-Clark Corp.


530,925



33,825,232Procter & Gamble Co.


2,495,665



151,312,169$
247,614,195Independent
    Power Producers & Energy Traders  0.0%AES Corp.
    (The)(1)


93,180


$
1,240,226$
1,240,226Industrial
    Conglomerates  1.8%3M Co.


901,357


$
74,515,183General Electric Co.


6,321,340



95,641,874Textron, Inc.


18,236



343,019Tyco International,
    Ltd.(1)


23,014



821,140$
171,321,216Insurance  2.7%Aegon NV
    ADR(1)


5,178,488


$
33,194,108Aflac, Inc.


262,505



12,140,856Allstate Corp. (The)


124,523



3,740,671AON Corp.


274,044



10,506,847Berkshire Hathaway, Inc.,
    Class A(1)


638



63,289,600Berkshire Hathaway, Inc.,
    Class B(1)


22,738



74,717,068Chubb Corp.


25,054



1,232,156Cincinnati Financial Corp.


179,991



4,722,964Hartford Financial Services Group, Inc.


11,362



264,280Lincoln National Corp.


54,170



1,347,750Manulife Financial Corp.


69,765



1,279,490Marsh & McLennan Cos., Inc.


172,845



3,816,418MetLife, Inc.


81



2,863Old Republic International Corp.


216,805



2,176,722Progressive
    Corp.(1)


1,205,542



21,687,700Torchmark Corp.


278,479



12,239,152Travelers Companies, Inc. (The)


98,892



4,930,755$
251,289,400Internet
    & Catalog Retail  0.1%Amazon.com,
    Inc.(1)


43,801


$
5,892,111Expedia,
    Inc.(1)


119,213



3,064,966HSN,
    Inc.(1)


60,017



1,211,743Liberty Media Corp.  Interactive,
    Class A(1)


11,902



129,018Ticketmaster Entertainment,
    Inc.(1)


80,619



985,164$
11,283,002Internet
    Software & Services  1.7%Akamai Technologies,
    Inc.(1)


200,000


$
5,066,000AOL,
    Inc.(1)


48,584



1,131,035eBay,
    Inc.(1)


1,260,217



29,665,508Google, Inc.,
    Class A(1)


199,296



123,559,534IAC/InterActiveCorp(1)


13,368



273,777VeriSign,
    Inc.(1)


14,758



357,734$
160,053,588IT
    Services  2.9%Accenture PLC, Class A


2,738,000


$
113,627,000Acxiom
    Corp.(1)


68,785



923,095Automatic Data Processing, Inc.


1,339,373



57,351,952Broadridge Financial Solutions, Inc.


18,597



419,548Computer Sciences
    Corp.(1)


150,923



8,682,600DST Systems,
    Inc.(1)


600



26,130Fidelity National Information Services, Inc.


106,171



2,488,648Fiserv,
    Inc.(1)


47,355



2,295,771Paychex, Inc.


757,686



23,215,499Total System Services, Inc.


52,739



910,803Western Union Co.


3,213,318



60,571,044$
270,512,090
  See notes to financial
    statements
73




---



##### Table of Contents



Tax-Managed
    Growth Portfolio
    as
    of December 31, 2009  Portfolio
    of Investments (continued)
  Security

Shares


ValueLeisure
    Equipment & Products  0.0%Mattel, Inc.


22,565


$
450,849$
450,849Life
    Sciences Tools & Services  0.2%Life Technologies
    Corp.(1)


344,969


$
18,017,731Thermo Fisher Scientific,
    Inc.(1)


18,700



891,803$
18,909,534Machinery  2.5%Caterpillar, Inc.


159,554


$
9,092,982Danaher Corp.


94,953



7,140,466Deere & Co.


2,623,301



141,894,351Dover Corp.


578,638



24,077,127Illinois Tool Works, Inc.


1,183,752



56,808,259Parker Hannifin Corp.


37,997



2,047,278$
241,060,463Media  3.4%Ascent Media Corp.,
    Class A(1)


755


$
19,275CBS Corp., Class B


79,463



1,116,455Comcast Corp., Class A


288,237



4,859,676Comcast Corp., Class A Special


2,012,974



32,227,714DIRECTV(1)


30,225



1,008,004Discovery Communications, Inc.,
    Class A(1)


7,555



231,712Discovery Communications, Inc.,
    Class C(1)


7,555



200,359Gannett Co., Inc.


320,258



4,755,831Liberty Capital,
    Class A(1)


7,556



180,437Liberty Global, Inc.,
    Series A(1)


2,381



52,168Liberty Global, Inc.,
    Series C(1)


2,382



52,047Liberty Media Corp. - Starz,
    Series A(1)


3,022



139,465McGraw-Hill Cos., Inc. (The)


299,599



10,039,562New York Times Co. (The),
    Class A(1)


5,269



65,125News Corp., Class A


97



1,328Omnicom Group, Inc.


2,032,655



79,578,443Time Warner Cable, Inc.


133,705



5,534,050Time Warner, Inc.


531,114



15,476,662Viacom, Inc.,
    Class B(1)


83,155



2,472,198Walt Disney Co. (The)


4,870,943



157,087,912Washington Post Co., Class B


1,500



659,400WPP PLC, ADR


46,597



2,266,944$
318,024,767Metals
    & Mining  0.5%Alcoa, Inc.


52,760


$
850,491BHP Billiton, Ltd. ADR


190,000



14,550,200Freeport-McMoRan Copper & Gold,
    Inc.(1)


225,000



18,065,250Nucor Corp.


230,000



10,729,500$
44,195,441Multiline
    Retail  1.3%JC Penney Co., Inc.


88,822


$
2,363,553Macys, Inc.


94,265



1,579,881Nordstrom, Inc.


131,384



4,937,411Sears Holdings
    Corp.(1)


4,107



342,729Target Corp.


2,290,940



110,812,768$
120,036,342Oil,
    Gas & Consumable Fuels  9.0%Anadarko Petroleum Corp.


4,381,890


$
273,517,574Apache Corp.


2,145,656



221,367,330BP PLC ADR


226,725



13,143,248Chevron Corp.


655,424



50,461,094ConocoPhillips


1,176,165



60,066,747Devon Energy Corp.


568,771



41,804,668Exxon Mobil Corp.


2,496,998



170,270,294Hess Corp.


35,579



2,152,529Marathon Oil Corp.


177,334



5,536,367Murphy Oil Corp.


78,679



4,264,402Royal Dutch Shell PLC ADR, Class A


127,794



7,681,697Royal Dutch Shell PLC ADR, Class B


9,594



557,699Spectra Energy Corp.


218,914



4,489,926Williams Cos., Inc.


2,000



42,160$
855,355,735Paper
    & Forest Products  0.0%International Paper Co.


283


$
7,579Neenah Paper, Inc.


1,886



26,310Weyerhaeuser Co.


4,754



205,087$
238,976Personal
    Products  0.0%Avon Products, Inc.


10,400


$
327,600Estee Lauder Cos., Inc., Class A


13,035



630,373$
957,973
  See notes to financial
    statements
74




---



##### Table of Contents



Tax-Managed
    Growth Portfolio
    as
    of December 31, 2009  Portfolio
    of Investments (continued)
  Security

Shares


ValuePharmaceuticals  10.1%Abbott Laboratories


3,397,401


$
183,425,680Allergan, Inc.


82,562



5,202,232Bristol-Myers Squibb Co.


2,140,192



54,039,848Eli Lilly & Co.


2,884,751



103,014,458GlaxoSmithKline PLC ADR


448,388



18,944,393Johnson & Johnson


3,081,962



198,509,172King Pharmaceuticals,
    Inc.(1)


152,305



1,868,782Merck & Co., Inc.


2,489,783



90,976,671Novo Nordisk A/S ADR


353,594



22,576,977Pfizer, Inc.


9,948,483



180,962,906Teva Pharmaceutical Industries, Ltd. ADR


1,671,886



93,926,556$
953,447,675Real
    Estate Management & Development  0.0%Forest City Enterprises, Inc.,
    Class A(1)


56,500


$
665,570Forestar Real Estate Group,
    Inc.(1)


30,220



664,236$
1,329,806Road
    & Rail  0.2%Burlington Northern Santa Fe Corp.


54,168


$
5,342,048Norfolk Southern Corp.


12,365



648,173Union Pacific Corp.


132,257



8,451,223$
14,441,444Semiconductors
    & Semiconductor Equipment  3.3%Analog Devices, Inc.


560,289


$
17,693,927Applied Materials, Inc.


1,065,614



14,854,659Broadcom Corp.,
    Class A(1)


976,646



30,715,517Cypress Semiconductor
    Corp.(1)


52,742



556,955Intel Corp.


11,004,150



224,484,660KLA-Tencor Corp.


143,189



5,177,714Linear Technology Corp.


123,388



3,768,269Maxim Integrated Products, Inc.


223,099



4,528,910Texas Instruments, Inc.


552,587



14,400,417Verigy,
    Ltd.(1)


3,524



45,354Xilinx, Inc.


24,830



622,240$
316,848,622Software  3.1%Activision Blizzard,
    Inc.(1)


96,350


$
1,070,448Adobe Systems,
    Inc.(1)


440,317



16,194,859CA, Inc.


45,408



1,019,864Electronic Arts,
    Inc.(1)


21,405



379,939Microsoft Corp.


3,425,420



104,441,056Oracle Corp.


6,981,637



171,329,372Symantec
    Corp.(1)


186,371



3,334,177$
297,769,715Specialty
    Retail  2.3%Abercrombie & Fitch Co., Class A


3,578


$
124,693Best Buy Co., Inc.


148,536



5,861,230Gap, Inc. (The)


89,138



1,867,441Home Depot, Inc.


3,945,465



114,142,302Limited Brands, Inc.


42,136



810,697Lowes Companies, Inc.


1,003,622



23,474,719Sherwin-Williams Co. (The)


500



30,825Staples, Inc.


257,430



6,330,204TJX Companies, Inc. (The)


1,701,405



62,186,353$
214,828,464Textiles,
    Apparel & Luxury Goods  2.2%Coach, Inc.


10,800


$
394,524Hanesbrands,
    Inc.(1)


236,598



5,704,378NIKE, Inc., Class B


3,058,444



202,071,395$
208,170,297Thrifts
    & Mortgage Finance  0.0%Tree.com,
    Inc.(1)


13,436


$
122,939$
122,939Tobacco  0.4%Altria Group, Inc.


310,619


$
6,097,451Philip Morris International, Inc.


566,282



27,289,130$
33,386,581Wireless
    Telecommunication Services  0.1%America Movil SAB de CV ADR, Series L


22,000


$
1,033,560Sprint Nextel
    Corp.(1)


229,998



841,792Telephone and Data Systems, Inc.


24,450



738,390
  See notes to financial
    statements
75




---



##### Table of Contents



Tax-Managed
    Growth Portfolio
    as
    of December 31, 2009  Portfolio
    of Investments (continued)
  Security

Shares


ValueWireless
    Telecommunication Services (continued)Telephone and Data Systems, Inc., Special Shares


9,066


$
307,519Vodafone Group PLC ADR


258,909



5,978,209$
8,899,470Total
    Common Stocks(identified
    cost $7,498,546,989)

$
9,334,094,379Preferred Stocks  0.0%Security

Shares


ValueCommercial
    Banks  0.0%Wells Fargo & Co.


166


$
116Total
    Preferred Stocks(identified
    cost $4,929)

$
116Convertible Preferred Stocks  0.0%Security

Shares


ValueIndependent
    Power Producers & Energy Traders  0.0%Enron
    Corp.(1)(2)


11,050


$
0Total
    Convertible Preferred Stocks(identified
    cost $16,626,069)

$
0
    Short-Term Investments  1.1%Interest(000sDescription

omitted)

ValueCash Management Portfolio,
    0.00%(3)

$109,919

$
109,919,346Total
    Short-Term Investments(identified
    cost $109,919,346)

$
109,919,346Total
    Investments  99.6%(identified
    cost $7,625,097,333)

$
9,444,013,841Other
    Assets, Less Liabilities  0.4%

$
35,465,423Net
    Assets  100.0%

$
9,479,479,264
   ADR - American Depositary
    Receipt
  (1)
    
    Non-income producing security.(2)
    
    Security valued at fair value using
    methods determined in good faith by or at the direction of the
    Trustees.(3)
    
    Affiliated investment company
    available to Eaton Vance portfolios and funds which invests in
    high quality, U.S. dollar denominated money market instruments.
    The rate shown is the annualized
    seven-day
    yield as of December 31, 2009.  See notes to financial
    statements
76




---



##### Table of Contents



Tax-Managed
    Growth Portfolio
    as
    of December 31, 2009  Financial
    Statements
  Statement of Assets and
    Liabilities
  As of December 31, 2009AssetsUnaffiliated investments, at value
    (identified cost, $7,515,177,987)

$
9,334,094,495Affiliated investments, at value
    (identified cost, $109,919,346)


109,919,346Cash


1,618,404Dividends receivable


13,680,323Receivable for investments sold


21,882,113Tax reclaims receivable


2,217,408Total assets

$
9,483,412,089LiabilitiesPayable to affiliates:Investment adviser fee

$
3,590,334Trustees fees


12,625Accrued expenses


329,866Total liabilities

$
3,932,825Net Assets applicable to investors interest in
    Portfolio

$
9,479,479,264Sources
    of Net AssetsNet proceeds from capital contributions and withdrawals

$
7,660,385,213Net unrealized appreciation


1,819,094,051Total

$
9,479,479,264
  Statement
    of Operations
  For the Year EndedDecember 31, 2009Investment
    IncomeDividends (net of foreign taxes, $2,803,433)

$
214,044,957Interest income allocated from affiliated investment


671,602Expenses allocated from affiliated investment


(544,398
)Total investment income

$
214,172,161ExpensesInvestment adviser fee

$
41,375,335Trustees fees and expenses


50,500Custodian fee


1,295,412Legal and accounting services


170,213Miscellaneous


229,130Total expenses

$
43,120,590Net investment income

$
171,051,571Realized
    and Unrealized Gain (Loss)Net realized gain (loss) Investment
    transactions(1)

$
(446,325,786
)Investment transactions allocated from affiliated investment


(59,244
)Foreign currency transactions


20,155Net realized loss

$
(446,364,875
)Change in unrealized appreciation (depreciation) Investments

$
2,039,474,627Foreign currency


65,756Net change in unrealized appreciation (depreciation)

$
2,039,540,383Net realized and unrealized gain

$
1,593,175,508Net increase in net assets from operations

$
1,764,227,079
   (1)
    
    Includes net realized losses of
    $67,236,452 from redemptions in-kind.  See notes to financial
    statements
 77




---



##### Table of Contents



Tax-Managed
    Growth Portfolio
    as
    of December 31, 2009  Financial
    Statements (continued)
  Statements of Changes in Net
    Assets
  Increase
    (Decrease)

Year Ended


Year Endedin
    Net Assets

December 31, 2009


December 31, 2008From operations Net investment income

$
171,051,571


$
291,159,659Net realized loss from
    investment transactions and
    foreign currency transactions


(446,364,875
)


(57,601,117
)Net change in unrealized appreciation (depreciation) from
    investments and foreign currency


2,039,540,383



(6,326,916,620
)Net increase (decrease) in net assets from operations

$
1,764,227,079


$
(6,093,358,078
)Capital transactions Contributions

$
362,235,165


$
1,174,044,484Withdrawals


(3,249,726,036
)


(4,342,104,580
)Net decrease in net assets from capital transactions

$
(2,887,490,871
)

$
(3,168,060,096
)Net decrease in net assets

$
(1,123,263,792
)

$
(9,261,418,174
)Net
    AssetsAt beginning of year

$
10,602,743,056


$
19,864,161,230At end of year

$
9,479,479,264


$
10,602,743,056
   See notes to financial
    statements
78




---



##### Table of Contents



Tax-Managed
    Growth Portfolio
    as
    of December 31, 2009  Financial
    Statements (continued)
  Supplementary Data
  Year Ended December 31,2009


2008


2007


2006


2005Ratios/Supplemental
    DataRatios (as a percentage of average daily net assets):Expenses(1)


0.47
%


0.45
%


0.44
%


0.45
%


0.45
%(2)Net investment income


1.86
%


1.84
%


1.52
%


1.39
%


1.25
%(2)Portfolio
    Turnover(3)


2
%


1
%


2
%


1
%


0
%(4)Total Return


23.32
%


(32.76
)%


4.72
%


13.69
%


4.70
%Net assets, end of year (000s omitted)

$
9,479,479


$
10,602,743


$
19,864,161


$
20,387,292


$
19,032,607   (1)
    
    Excludes the effect of custody fee
    credits, if any, of less than 0.005%.(2)
    
    The investment adviser waived a
    portion of its investment adviser fee equal to less than 0.01%
    of average daily net assets for the year ended December 31,
    2005.(3)
    
    Excludes the value of the portfolio
    securities contributed or distributed as a result of in-kind
    shareholder transactions. The total turnover rate of the
    Portfolio including in-kind contributions and distributions was
    3%, 3%, 6%, 7% and 6% for the years ended December 31,
    2009, 2008, 2007, 2006 and 2005, respectively.(4)
    
    Amounts to less than 1%.  See notes to financial
    statements
79




---



##### Table of Contents



Tax-Managed
    Growth Portfolio
    as
    of December 31, 2009  Notes
    to Financial Statements
   1 Significant     Accounting Policies
      A Investment
    Valuation  Equity securities (including
    common shares of closed-end investment companies) listed on a
    U.S. securities exchange generally are valued at the last sale
    price on the day of valuation or, if no sales took place on such
    date, at the mean between the closing bid and asked prices
    therefore on the exchange where such securities are principally
    traded. Equity securities listed on the NASDAQ Global or Global
    Select Market generally are valued at the NASDAQ official
    closing price. Unlisted or listed securities for which closing
    sales prices or closing quotations are not available are valued
    at the mean between the latest available bid and asked prices
    or, in the case of preferred equity securities that are not
    listed or traded in the over-the-counter market, by a third
    party pricing service that will use various techniques that
    consider factors including, but not limited to, prices or yields
    of securities with similar characteristics, benchmark yields,
    broker/dealer quotes, quotes of underlying common stock, issuer
    spreads, as well as industry and economic events. The value of
    preferred equity securities that are valued by a pricing service
    on a bond basis will be adjusted by an income factor, to be
    determined by the investment adviser, to reflect the next
    anticipated regular dividend. The daily valuation of
    exchange-traded foreign securities generally is determined as of
    the close of trading on the principal exchange on which such
    securities trade. Events occurring after the close of trading on
    foreign exchanges may result in adjustments to the valuation of
    foreign securities to more accurately reflect their fair value
    as of the close of regular trading on the New York Stock
    Exchange. When valuing foreign equity securities that meet
    certain criteria, the Trustees have approved the use of a fair
    value service that values such securities to reflect market
    trading that occurs after the close of the applicable foreign
    markets of comparable securities or other instruments that have
    a strong correlation to the fair-valued securities. Foreign
    securities and currencies are valued in U.S. dollars, based on
    foreign currency exchange rate quotations supplied by a third
    party pricing service. The pricing service uses a proprietary
    model to determine the exchange rate. Inputs to the model
    include reported trades and implied bid/ask spreads. Short-term
    debt securities with a remaining maturity of sixty days or less
    are generally valued at amortized cost, which approximates
    market value. If short-term debt securities are acquired with a
    remaining maturity of more than sixty days, they will be valued
    by a pricing service. Investments for which valuations or market
    quotations are not readily available or are deemed unreliable
    are valued at fair value using methods determined in good faith
    by or at the direction of the Trustees of the Portfolio in a
    manner that most fairly reflects the securitys value, or
    the amount that the Portfolio might reasonably expect to receive
    for the security upon its current sale in the ordinary course.
    Each such determination is based on a consideration of all
    relevant factors, which are likely to vary from one pricing
    context to another. These factors may
  80




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##### Table of Contents



Tax-Managed
    Growth Portfolio
    as
    of December 31, 2009  Notes
    to Financial Statements (continued)
   and/or
  Rule 2a-7
  B Investment
    Transactions  Investment transactions for
    financial statement purposes are accounted for on a trade date
    basis. Realized gains and losses on investments sold are
    determined on the basis of identified cost.
  C Income  Dividend income is recorded on the
    ex-dividend date for dividends received in cash
    and/or
    securities. However, if the ex-dividend date has passed, certain
    dividends from foreign securities are recorded as the Portfolio
    is informed of the ex-dividend date. Withholding taxes on
    foreign dividends and capital gains have been provided for in
    accordance with the Portfolios understanding of the
    applicable countries tax rules and rates. Interest income
    is recorded on the basis of interest accrued, adjusted for
    amortization of premium or accretion of discount.
  D Federal
    Taxes  The
    Portfolio has elected to be treated as a partnership for federal
    tax purposes. No provision is made by the Portfolio for federal
    or state taxes on any taxable income of the Portfolio because
    each investor in the Portfolio is ultimately responsible for the
    payment of any taxes on its share of taxable income. Since at
    least one of the Portfolios investors is a regulated
    investment company that invests all or substantially all of its
    assets in the Portfolio, the Portfolio normally must satisfy the
    applicable source of income and diversification requirements
    (under the Internal Revenue Code) in order for its investors to
    satisfy them. The Portfolio will allocate, at least annually
    among its investors, each investors distributive share of
    the Portfolios net investment income, net realized capital
    gains and any other items of income, gain, loss, deduction or
    credit.
  3-year
  E Expense
    Reduction  State
    Street Bank and Trust Company (SSBT) serves as custodian of
    the Portfolio. Pursuant to the custodian agreement, SSBT
    receives a fee reduced by credits, which are determined based on
    the average daily cash balance the Portfolio maintains with
    SSBT. All credit balances, if any, used to reduce the
    Portfolios custodian fees are reported as a reduction of
    expenses in the Statement of Operations.
  F Foreign Currency
    Translation  Investment valuations, other
    assets, and liabilities initially expressed in foreign
    currencies are translated each business day into U.S. dollars
    based upon current exchange rates. Purchases and sales of
    foreign investment securities and income and expenses
    denominated in foreign currencies are translated into U.S.
    dollars based upon currency exchange rates in effect on the
    respective dates of such transactions. Recognized gains or
    losses on investment transactions attributable to changes in
    foreign currency exchange rates are recorded for financial
    statement purposes as net realized gains and losses on
    investments. That
  81




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##### Table of Contents



Tax-Managed
    Growth Portfolio
    as
    of December 31, 2009  Notes
    to Financial Statements (continued)
     G Use of
    Estimates  The
    preparation of the financial statements in conformity with
    accounting principles generally accepted in the United States of
    America requires management to make estimates and assumptions
    that affect the reported amounts of assets and liabilities at
    the date of the financial statements and the reported amounts of
    income and expense during the reporting period. Actual results
    could differ from those estimates.
  H Indemnifications  Under the Portfolios
    organizational documents, its officers and Trustees may be
    indemnified against certain liabilities and expenses arising out
    of the performance of their duties to the Portfolio. Under
    Massachusetts law, if certain conditions prevail,
    interestholders in the Portfolio could be deemed to have
    personal liability for the obligations of the Portfolio.
    However, the Portfolios Declaration of Trust contains an
    express disclaimer of liability on the part of Portfolio
    interestholders and the By-laws provide that the Portfolio shall
    assume the defense on behalf of any Portfolio interestholder.
    Moreover, the By-laws also provide for indemnification out of
    Portfolio property of any interestholder held personally liable
    solely by reason of being or having been an interestholder for
    all loss or expense arising from such liability. Additionally,
    in the normal course of business, the Portfolio enters into
    agreements with service providers that may contain
    indemnification clauses. The Portfolios maximum exposure
    under these arrangements is unknown as this would involve future
    claims that may be made against the Portfolio that have not yet
    occurred.
  2 Investment     Adviser Fee and Other Transactions with Affiliates
    Annual Fee RateAverage Daily Net Assets For the Month

(for each level)$500 million but less than $1 billion


0.5625%$1 billion but less than $1.5 billion


0.5000%$1.5 billion but less than $7 billion


0.4375%$7 billion but less than $10 billion


0.4250%$10 billion but less than $15 billion


0.4125%$15 billion but less than $20 billion


0.4000%$20 billion but less than $25 billion


0.3900%$25 billion and over


0.3800%       3 Purchases     and Sales of Investments
    82




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##### Table of Contents



Tax-Managed
    Growth Portfolio
    as
    of December 31, 2009  Notes
    to Financial Statements (continued)
   4 Federal     Income Tax Basis of Investments
    Aggregate cost

$
2,237,110,712Gross unrealized appreciation

$
12,625,059,615Gross unrealized depreciation


(5,418,156,486
)     5 Line     of Credit
  and/or
  6 Securities     Lending Agreement
    7 Fair     Value Measurements
  three-tier three-tier
  
    Level 1  quoted prices in active markets for
    identical investments
    Level 2  other significant observable inputs
    (including quoted prices for similar investments, interest
    rates, prepayment speeds, credit risk, etc.)
    Level 3  significant unobservable inputs
    (including a funds own assumptions in determining the fair
    value of investments)    83




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##### Table of Contents



Tax-Managed
    Growth Portfolio
    as
    of December 31, 2009  Notes
    to Financial Statements (continued)
     Quoted Prices


Significantin Active


Other


SignificantMarkets for


Observable


UnobservableIdentical Assets


Inputs


InputsAsset Description

(Level 1)


(Level 2)


(Level 3)


TotalCommon StocksConsumer Discretionary

$
1,112,609,100


$



$



$
1,112,609,100Consumer Staples


1,175,054,328



133,467,372







1,308,521,700Energy


979,186,976











979,186,976Financials


1,070,179,695



51,395,183







1,121,574,878Health Care


1,400,510,253











1,400,510,253Industrials


1,229,408,599











1,229,408,599Information Technology


1,920,663,608











1,920,663,608Materials


151,068,258











151,068,258Telecommunication Services


105,764,848







0



105,764,848Utilities


4,786,159











4,786,159Total Common Stocks

$
9,149,231,824


$
184,862,555
*

$



$
9,334,094,379Convertible Preferred Stocks










0



0Preferred Stocks


116











116Short-Term Investments


109,919,346











109,919,346Total

$
9,259,151,286


$
184,862,555


$
0


$
9,444,013,841  *

Includes foreign equity securities whose values were adjusted to
    reflect market trading that occurred after the close of trading
    in their applicable foreign market.       Investments inCommon Stocksand ConvertiblePreferred Stocks*Balance as of December 31, 2008

$
0Realized gains (losses)


0Change in net unrealized appreciation (depreciation)


0Net purchases (sales)


Net transfers to (from) Level 3


Balance as of December 31, 2009

$
0  *

All Level 3 investments held at December 31, 2008 and
    December 31, 2009 were valued at $0.   8 Review     for Subsequent Events
  and/or
  84




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##### Table of Contents



Tax-Managed
    Growth Portfolio
    as
    of December 31, 2009  Report
    of Independent Registered Public Accounting Firm
   To the Trustees and
    Investors of Tax-Managed Growth Portfolio:
        DELOITTE &
    TOUCHE LLP
    85




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##### Table of Contents



BELROSE CAPITAL FUND LLC (Registrant)By:
    /s/ Andrew C. FrenetteAndrew C. FrenetteDuly Authorized Officer and 
Principal Accounting Officer   By:
    /s/ Thomas E. Faust Jr.Thomas E. Faust Jr.Chief Executive Officer  By:

/s/ Andrew C. FrenetteAndrew C. FrenetteChief Financial Officer  86




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##### Table of Contents



EXHIBIT INDEX
 Exhibit No.
    
    Description3
    
    Copy of Limited Liability Company Agreement of the Fund dated December 5, 2001 filed as Exhibit 3 to
the Funds Initial Registration Statement on Form 10 and incorporated herein by reference. (Note: the
LLC Agreement also defines the rights of the holders of Shares of the Fund.)3(a)
    
    Copy of Amendment No. 1 to the Funds Limited Liability Company Agreement dated December 30, 2003
filed as Exhibit 3(a) to the Funds Report on Form 10-K filed for the period ended December 31, 2003 and
incorporated herein by reference.3(b)
    
    Copy of Amendment No. 2 to the Funds Amended and Restated Operating Agreement dated December 21,
2009 filed as an Exhibit hereto.4.1
    
    Copy of Loan and Security Agreement between the Fund and DrKW Holdings, Inc. dated as of June 30,
2003 filed as Exhibit 4.1 to the Funds Report on Form 10-Q filed for the period ended June 30, 2003 and
incorporated herein by reference.4.1(a)
    
    Copy of Amendment No. 1 to Loan and Security Agreement between the Fund and DrKW Holdings, Inc.
dated September 29, 2003 filed as Exhibit 4.1(a) to the Funds Report on Form 10-Q filed for the period
ended September 30, 2003 and incorporated herein by reference.4.1(b)
    
    Copy of Amendment No. 2 to Loan and Security Agreement between the Fund and DrKW Holdings, Inc.
dated March 16, 2004 filed as Exhibit 4.1(b) to the Funds Report on Form 10-Q filed for the period ended
March 31, 2004 and incorporated herein by reference.4.1(c)
    
    Copy of Amendment No. 3 to Loan and Security Agreement between the Fund and DrKW Holdings, Inc.
dated December 15, 2005 filed as Exhibit 4.1(c) to the Funds Report on Form 10-K filed for the period
ended December 31, 2005 and incorporated herein by reference.4.1(d)
    
    Copy of Amendment No. 4 to Loan and Security Agreement between the Fund and DrKW Holdings, Inc.
dated December 15, 2005 filed as Exhibit 4.1(d) to the Funds Report on Form 10-K filed for the period
ended December 31, 2005 and incorporated herein by reference.4.1(e)
    
    Copy of Amendment No. 5 to Loan and Security Agreement between the Fund and DrKW Holdings, Inc.
dated June 30, 2006 filed as Exhibit 4.1(e) to the Funds Report on Form 10-Q filed for the period ended
June 30, 2006 and incorporated herein by reference.4.1(f)
    
    Copy of Amendment No. 6 to Loan and Security Agreement between the Fund and Dresdner Kleinwort
Holdings I, Inc. (formerly DrKW Holdings, Inc.) dated October 10, 2007 filed as Exhibit 4.1(f) to the
Funds Report on Form 10-Q filed for the period ended September 30, 2007 and incorporated herein by
reference.4.1(g)
    
    Copy of Amendment No. 7 to Loan and Security Agreement between the Fund and Dresdner Kleinwort
Holdings I, Inc. dated October 28, 2008 filed as Exhibit 4.1(g) to the Funds Report on Form 10-Q filed for
the period ended September 30, 2008 and incorporated herein by reference.4.2
    
    Copy of Loan and Security Agreement among the Fund, Merrill Lynch Mortgage Capital, Inc., the lenders
referred to therein and Merrill Lynch Capital Services, Inc., dated June 30, 2003 filed as Exhibit 4.2 to the
Funds Form 10-Q for the period ended June 30, 2003 and incorporated herein by reference.4.2(a)
    
    Copy of Amendment No. 1 to Loan and Security Agreement among the Fund, Merrill Lynch Mortgage
Capital, Inc., as Agent, the Lenders referred to therein and Merrill Lynch Capital Services, Inc. dated
September 29, 2003 filed as Exhibit 4.2(a) to the Funds Form 10-Q for the period ended September 30,
2003 and incorporated herein by reference.4.2(b)
    
    Copy of Amendment No. 2 to Loan and Security Agreement among the Fund, Merrill Lynch Mortgage
Capital, Inc., as Agent, the Lenders referred to therein and Merrill Lynch Capital Services, Inc. dated
August 3, 2004 filed as Exhibit 4.2(b) to the Funds Form 10-Q for the period ended September 30, 2004
and incorporated herein by reference.4.2(c)
    
    Copy of Amendment No. 3 to Loan and Security Agreement among the Fund, Merrill Lynch Mortgage
Capital, Inc., as Agent, the Lenders referred to therein and Merrill Lynch Capital Services, Inc. dated
 87




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##### Table of Contents



Exhibit No.
    
    DescriptionOctober 14, 2005 filed as Exhibit 4.2(c) to the Funds Form 10-K for the period ended December 31, 2005
and incorporated herein by reference.4.2(d)
    
    Copy of Amendment No. 4 to Loan and Security Agreement among the Fund, Merrill Lynch Mortgage
Capital, Inc., as Agent, the Lenders referred to therein and Merrill Lynch Capital Services, Inc. dated
December 15, 2005 filed as Exhibit 4.2(d) to the Funds Form 10-K for the period ended December 31,
2005 and incorporated herein by reference.4.2(e)
    
    Copy of Amendment No. 5 to Loan and Security Agreement among the Fund, Merrill Lynch Mortgage
Capital, Inc., as Agent, the Lenders referred to therein and Merrill Lynch Capital Services, Inc. dated June
30, 2006 filed as Exhibit 4.2(e) to the Funds Form 10-Q for the period ended June 30, 2006 and
incorporated herein by reference.4.2(f)
    
    Copy of Amendment No. 6 to Loan and Security Agreement among the Fund, Merrill Lynch Mortgage
Capital, Inc., as Agent, the Lenders referred to therein and Merrill Lynch Capital Services, Inc. dated
January 18, 2007 filed as Exhibit 4.2(f) to the Funds Form 10-Q for the period ended March 31, 2007 and
incorporated herein by reference.4.2(g)
    
    Copy of Amendment No. 7 to Loan and Security Agreement among the Fund, Merrill Lynch Mortgage
Capital, Inc., as Agent, the Lenders referred to therein and Merrill Lynch Capital Services, Inc. dated May
9, 2007 filed as Exhibit 4.2(g) to the Funds Form 10-Q for the period ended June 30, 2007 and
incorporated herein by reference.4.3
    
    Copy of Master Credit Agreement dated as of December 21, 2009 among the Fund, the other borrowers
thereunder, Bank of America, N.A. and each of the other lenders thereunder and Bank of America, N.A. as
administrative agent filed herewith.9
    
    Not applicable and not filed.10(1)
    
    Copy of Investment Advisory and Administration Agreement between the Fund and Boston Management
and Research dated March 12, 2002 filed as Exhibit 10(1) to the Funds Initial Registration Statement on
Form 10 and incorporated herein by reference.10(2)
    
    Copy of Management Agreement between Belrose Realty Corporation and Boston Management and
Research dated March 19, 2002 filed as Exhibit 10(2) to the Funds Initial Registration Statement on Form
10 and incorporated herein by reference.10(3)
    
    Copy of Investor Servicing Agreement between the Fund and Eaton Vance Distributors, Inc. dated
December 5, 2001 filed as Exhibit 10(3) to the Funds Initial Registration Statement on Form 10 and
incorporated herein by reference.10(4)
    
    Copy of Custody and Transfer Agency Agreement between the Fund and Investors Bank & Trust
Company dated December 5, 2001 filed as Exhibit 10(4) to the Funds Initial Registration Statement on
Form 10 and incorporated herein by reference.10(4)(a)
    
    Copy of Amendment dated March 29, 2005 to Custody and Transfer Agency Agreement between the Fund
and Investors Bank and Trust filed as Exhibit 10(4)(a) to the Funds Report on Form 10-Q for the period
ended June 30, 2005 and incorporated herein by reference.20(a)
    
    Report on Form 8-K filed electronically with the Securities and Exchange Commission on January 26,
2007 and incorporated herein by reference.20(b)
    
    Report on Form 8-K filed electronically with the Securities and Exchange Commission on June 5, 2007
and incorporated herein by reference.21
    
    List of Subsidiaries of the Fund filed herewith.31.1
    
    Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 302 of the Sarbanes-
Oxley Act of 2002 filed herewith.31.2
    
    Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 filed herewith.32.1
    
    Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-
Oxley Act of 2002 filed herewith.
 88




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##### Table of Contents



Exhibit No.
    
    Description32.2
    
    Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-
Oxley Act of 2002 filed herewith.99.3
    
    Form N-CSR of Eaton Vance Tax-Managed Growth Portfolio (File No. 811-7409) for its year ended
December 31, 2009 filed electronically with the Securities and Exchange Commission under the
Investment Company Act of 1940 on February 25, 2010 incorporated herein by reference pursuant to Rule
12b-32.
 89