Exhibit 3(a)

                             AMENDMENT NO. 1 TO THE
                     LIMITED LIABILITY COMPANY AGREEMENT OF
                            BELROSE CAPITAL FUND LLC


     AMENDMENT No. 1 dated as of December 30, 2003, by Eaton Vance Management, a
Massachusetts business trust, as manager (the "Manager") of Belrose Capital Fund
LLC (the "Fund").

     WHEREAS,  pursuant  to  Section  12.1  of  the  Limited  Liability  Company
Agreement  of the Fund,  dated as of  December  5, 2001 (the  "Agreement"),  the
Manager has the authority to amend the Agreement; and

     WHEREAS, the Manager desires to amend the Agreement as set forth herein.

     NOW THEREFORE, the Manager hereby amends the Agreement as follows:

     1.  Article 1 of the  Agreement is hereby  amended by adding the  following
definition:

          "Net  Realized  Gains" has the  meaning  set forth in  Section  8.1(b)
          hereof.

     2.  Sections  8.1(a) and  8.1(b) of the  Agreement  are  hereby  amended by
deleting such Sections in their entirety and replacing them with the following:

          (a)  On  the  last  business  day  of  each  Fiscal  Year  or  shortly
          thereafter,  the Fund intends to  distribute  to the  Shareholders  an
          amount  approximately  equal to the Net Current Income of the Fund for
          the Fiscal Year, if any. The term "Net Current  Income" shall mean the
          net income and net realized  short-term capital gains in excess of net
          realized  long-term capital losses accrued by or allocated to the Fund
          for the Fiscal Year ended, determined in accordance with the treatment
          of various  income,  gain,  loss,  expense and other items for federal
          income  tax  purposes.   Such  distributions  shall  be  made  to  the
          Shareholders  pro rata in proportion to the number of Undivided Shares
          and Paired  Share Units then  outstanding.  Amounts  distributable  in
          respect of Paired Share Units shall be  distributed  in the  following
          manner:  (i) to the  holders of  Preferred  Shares in  Amounts  not to
          exceed the cumulative  accrued but  undistributed  Preferred Return on
          such Preferred Shares; and (ii) the balance, if any, to the holders of
          the corresponding Common Shares.

          (b)  On  the  last  business  day  of  each  Fiscal  Year  or  shortly
          thereafter,  the Fund intends to  distribute  to the  Shareholders  an
          amount approximately equal to 18% (which percentage may be adjusted to
          reflect changes in the effective maximum marginal  individual  federal
          tax rate for long-term capital gains) of the Fund's Net Realized Gains
          for the Fiscal Year, if any, that are not  Precontribution  Gains. The
          term "Net  Realized  Gains"  shall  mean the  excess of the Fund's net
          realized  long-term  capital gains for federal income tax purposes for
          that Fiscal  Year over the Fund's net  short-term  capital  losses for
          federal  income tax purposes  for that Fiscal Year and the  cumulative
          amount of Fund capital  losses from prior Fiscal Years not  previously
          applied against net realized capital gains for distribution  purposes.
          Distributions   with  respect  to  Net   Realized   Gains  other  than
          Precontribution  Gains shall be made to the  Shareholders  pro rata in
          proportion  to the number of  Undivided  Shares and Paired Share Units
          then  outstanding.  Amounts  distributable  in respect of Paired Share
          Units shall be distributed in the following manner: (i) to the holders
          of Preferred  Shares in amounts not to exceed the  cumulative  accrued
<PAGE>
          but undistributed  Preferred Return on such Preferred Shares; and (ii)
          the  balance,  if any,  to the  holders  of the  corresponding  Common
          Shares.

     3. This Amendment shall be effective upon execution by the Manager, and the
Agreement,  as amended by this  Amendment,  is and shall  continue to be in full
force and effect.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
<PAGE>
     IN WITNESS  WHEREOF,  the Manager has executed this Amendment as of the day
and year first above written.


                                        MANAGER:

                                        EATON VANCE MANAGEMENT

                                        By:     /s/ Maureen A. Gemma
                                                --------------------------
                                        Title:  Vice President