UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, DC 20549
 FORM 10-K
 ANNUAL REPORT PURSUANT TO SECTION 13 
OF THE SECURITIES EXCHANGE ACT
OF 1934 (THE ACT)
 For the Fiscal Year Ended December 31, 2008
Commission file number 000-50258
 Belrose Capital Fund LLC (the Fund)
  Delaware
    
    04-3613468(State of Organization)
    
    (I.R.S. Employer Identification No.)
 Boston, Massachusetts 02109
 617-482-8260
 Limited Liability Company Interests in
the Fund (Shares)
 þ o
 o þ
 þ o
 þ
  Large accelerated filer þ
    
    Accelerated filer o
    
    Non-accelerated filer o(Do not check if a smaller reporting company)
    
    Smaller reporting company o
 o þ
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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
    
    
    9Wholly 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 Submission of Matters to a Vote of Security Holders
    
    
    12PART 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
    
    
    16
 2




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Item
    
    PageDistributions
    
    
    16Income and Capital Gain Distributions
    
    
    16Special Distributions
    
    
    166 Selected Financial Data
    
    
    16Table of Selected Financial Data
    
    
    167 Managements Discussion and Analysis of Financial Condition and
Results of Operations (MD&A)
    
    
    17Results of Operations
    
    
    18MD&A for the Year Ended December 31, 2008
Compared to the Year Ended December 31, 2007
    
    
    18Performance of the Fund
    
    
    18Performance of the Portfolio
    
    
    19Performance of Real Estate Investments
    
    
    19Performance of Interest Rate Swap Agreements
    
    
    20MD&A for the Year Ended December 31, 2007
Compared to the Year Ended December 31, 2006
    
    
    20Performance of the Fund
    
    
    20Performance of the Portfolio
    
    
    20Performance of Real Estate Investments
    
    
    21Performance of Interest Rate Swap Agreements
    
    
    22Liquidity and Capital Resources
    
    
    22Outstanding Borrowings
    
    
    22Liquidity
    
    
    22Off-Balance Sheet Arrangements
    
    
    23The Funds Contractual Obligations
    
    
    23Critical Accounting Estimates
    
    
    23Real Estate Joint Ventures
    
    
    24Wholly Owned and Co-owned Property
    
    
    25Partnership Preference Units
    
    
    257A Quantitative and Qualitative Disclosures About Market Risk
    
    
    26Quantitative Information About Market Risk
    
    
    26Interest Rate Risk
    
    
    26Qualitative Information About Market Risk
    
    
    28Risks Associated with Equity Investing
    
    
    28Risks of Investing in Foreign Securities
    
    
    28Risks of Certain Investment Techniques
    
    
    28Risks of Real Estate Investments
    
    
    29Risks of Interest Rate Swap Agreements
    
    
    31Risks of Leverage
    
    
    318 Financial Statements and Supplementary Data
    
    
    329 Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure
    
    
    329A Controls and Procedures
    
    
    32Fund Governance
    
    
    32Disclosure Controls and Procedures
    
    
    32Internal Control Over Financial Reporting
    
    
    33
 3




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Item
    
    Page9B Other Information
    
    
    35PART III10 Directors, Executive Officers and Corporate Governance
    
    
    36Management
    
    
    36Compliance with Section 16(a) of the Act
    
    
    37Code of Ethics
    
    
    3711 Executive Compensation
    
    
    3712 Security Ownership of Certain Beneficial Owners and Management
and Related Shareholder Matters
    
    
    37Security Ownership of Certain Beneficial Owners
    
    
    37Security Ownership of Management
    
    
    37Changes in Control
    
    
    3713 Certain Relationships and Related Transactions, and
Director Independence
    
    
    37The Funds Investment Advisory and Administrative Fee
    
    
    38Belrose Realtys Management Fee
    
    
    38The Portfolios Investment Advisory Fee
    
    
    39Servicing Fees Paid by the Fund
    
    
    39Servicing Fees Paid by Belvedere Company
    
    
    39Distribution Fees Paid to EV Distributors
    
    
    39Certain Real Estate Investment Transactions
    
    
    3914 Principal Accountant Fees and Services
    
    
    40PART IV15 Exhibits and Financial Statement Schedules
    
    
    41APPENDIX A
    
    
    42FINANCIAL STATEMENTS
    
    
    43SIGNATURES
    
    
    79EXHIBIT INDEX
    
    
    80
 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.
       
 Co-owned Property.
 9




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##### 



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.
  
 Item 4. Submission of Matters to a Vote of Security Holders.
  12




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##### 



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 Ended
    
    Redeemed(1)
    
    Per ShareOctober
    
    
    175,818.968
    
    
    $
    78.21November
    
    
    122,168.935
    
    
    $
    71.10December
    
    
    113,539.984
    
    
    $
    69.39Total
    
    
    411,527.887
    
    
    $
    71.71
 13




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##### 



(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.          14




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##### 



Determining Net Asset Value.
    
 Historic Net Asset Values.
 NAV at
    
    
    Quarterly %Quarter Ended
    
    High NAV
    
    
    Low NAV
    
    
    Quarter End
    
    
    Change in NAV(1)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
    %12/31/07
    
    $
    132.66
    
    
    $
    120.01
    
    
    $
    124.89
    
    
    
    -3.61
    %9/30/07
    
    $
    132.42
    
    
    $
    120.58
    
    
    $
    129.57
    
    
    
    0.86
    %6/30/07
    
    $
    130.62
    
    
    $
    121.03
    
    
    $
    128.47
    
    
    
    6.24
    %3/31/07
    
    $
    124.51
    
    
    $
    117.30
    
    
    $
    120.93
    
    
    
    -1.38
    %
 15




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(1)
    
    Shares, when redeemed, may be worth more or less than their original cost. Changes
in NAV are historical. Data is for the stated time periods 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). 
 (b) Record Holders of Shares of the Fund.
  
 (c) Distributions.
 
 Income and Capital Gain Distributions.
   
 Special Distributions.
 
 Item 6. Selected Financial Data.
 
 Table of Selected Financial Data.
 16




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##### 



Year Ended
    
    Year Ended
    
    Year Ended
    
    Year Ended
    
    Year EndedDecember 31, 2008
    
    December 31, 2007
    
    December 31, 2006
    
    December 31, 2005
    
    December 31, 2004Total investment income
    
    $
    57,265,312
    
    
    $
    54,592,768
    
    
    $
    46,412,378
    
    
    $
    35,404,755
    
    
    $
    30,228,062Interest expense
    
    $
    18,312,752
    
    
    $
    26,599,581
    
    
    $
    21,839,659
    
    
    $
    10,415,418
    
    
    $
    4,381,975Net expenses (including
interest expense)
    
    $
    31,845,680
    
    
    $
    41,447,851
    
    
    $
    32,331,315
    
    
    $
    19,125,936
    
    
    $
    12,708,006Net investment income
    
    $
    25,419,632
    
    
    $
    13,144,917
    
    
    $
    14,081,063
    
    
    $
    16,278,819
    
    
    $
    17,520,056Net realized gain (loss)
    
    $
    (29,407,784
    )
    
    $
    76,813,580
    
    
    $
    59,033,287
    
    
    $
    31,499,490
    
    
    $
    1,858,876Net change in unrealized
appreciation
(depreciation)
    
    $
    (700,068,269
    )
    
    $
    (23,393,716
    )
    
    $
    174,054,432
    
    
    $
    75,990,958
    
    
    $
    97,424,550Net increase (decrease)
in net assets from
operations
    
    $
    (704,056,421
    )
    
    $
    66,564,781
    
    
    $
    247,168,782
    
    
    $
    123,769,267
    
    
    $
    116,803,482Total assets
    
    $
    1,381,812,125
    
    
    $
    2,328,469,371
    
    
    $
    2,321,691,546
    
    
    $
    2,148,260,625
    
    
    $
    1,934,865,122Loan payableCredit
Facility
    
    $
    365,500,000
    
    
    $
    417,500,000
    
    
    $
    356,500,000
    
    
    $
    393,500,000
    
    
    $
    236,000,000Mortgage notes payable
    
    $
    85,960,592
    
    
    $
    86,951,932
    
    
    $
    62,401,229
    
    
    $
    
    
    
    $
    Net assets
    
    $
    918,658,409
    
    
    $
    1,820,169,810
    
    
    $
    1,899,447,145
    
    
    $
    1,753,010,400
    
    
    $
    1,694,227,425Shares outstanding
    
    
    12,909,886
    
    
    
    14,573,940
    
    
    
    15,490,955
    
    
    
    16,186,813
    
    
    
    16,604,562Net asset value and
redemption price per
Share
    
    $
    71.16
    
    
    $
    124.89
    
    
    $
    122.62
    
    
    $
    108.30
    
    
    $
    102.03Net increase (decrease)
in net assets from
operations per Share
    
    $
    (51.888
    )
    
    $
    4.20
    
    
    $
    15.60
    
    
    $
    7.56
    
    
    $
    6.96Distribution paid per
Share(1)(2)
    
    $
    1.81
    
    
    $
    1.93
    
    
    $
    1.28
    
    
    $
    1.29
    
    
    $
    0.77
 
 (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 ended
December 31, 2008 amounted to $0.032 per Share. There were no Special Distributions made during
the years ended December 31, 2007, 2006, 2005 and 2004.(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 43  to 62 of this Annual Report on Form
10-K.
 17




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##### 



(a) Results of Operations.
   
 MD&A for the Year Ended December 31, 2008 Compared to the Year Ended December 31,
2007. (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 Ended December 31, 2007 Compared to the Year Ended December 31, 2006.
 
 Performance of the Fund.
  
 Performance of the Portfolio.
   20




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##### 



Performance of Real Estate Investments.
       21




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##### 



Performance of Interest Rate Swap Agreements
 
 (b) Liquidity and Capital Resources.
 
 Outstanding Borrowings.
     
 Liquidity.
  22




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##### 



(c) Off-Balance Sheet Arrangements.
  
 (d) The Funds Contractual Obligations.
  Payments due:Less than
    
    
    
    
    
    
    
    
    
    More thanType of Obligation
    
    Total
    
    1 Year
    
    1-3 Years
    
    3-5 Years
    
    5 YearsLong Term Debt:Mortgage Debt(1)
    
    $
    85,960,562
    
    
    $
    1,054,276
    
    
    $
    2,282,732
    
    
    $
    2,527,291
    
    
    $
    80,096,263Borrowings under Credit Facility(2)
    
    $
    365,500,000
    
    
    $
    
    
    
    $
    365,500,000
    
    
    $
    
    
    
    $
    Service Agreements(3)Other Long Term Liabilities:Interest Rate Swap Agreements(4)
    
    $
    16,100,217
    
    
    $
    8,218,555
    
    
    $
    6,922,646
    
    
    $
    959,016
    
    
    $
    Total
    
    $
    467,560,779
    
    
    $
    9,272,831
    
    
    $
    374,705,378
    
    
    $
    3,486,307
    
    
    $
    80,096,263
 
 (1)
    
    The property held by Belrose Realty is financed in part through mortgage notes issued on 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 7(b). The mortgage notes
mature during 2014 and 2018. 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 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 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. The Fund will continue to use the
Credit Facility for such purposes in the future. 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 ended
December 31, 2008, fees paid to Eaton Vance and its affiliates equaled approximately 1.15% 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 substantial
portion of its borrowings under the Credit Facility and to mitigate in part the impact of interest
rate changes on the Funds net asset value. 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 certain swap agreements. 
 (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.
  
 Real Estate Joint Ventures .
   24




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##### 



Wholly Owned and Co-owned Property.
 
 Partnership Preference Units.
 .
 25




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##### 



Item 7A.
Quantitative and Qualitative Disclosures About Market Risk.
 
 (a) Quantitative
Information About Market Risk.
 
 Interest Rate Risk.
 Form 10-K.
 
 Fair Valueas ofDecember2009
    
    
    2010
    
    
    2011
    
    
    2012
    
    
    2013
    
    
    Thereafter
    
    
    Total
    
    
    31, 2008Rate sensitive liabilities:Long-term debt:Fixed-rate mortgages
    
    $
    1,054,276
    
    
    $
    1,111,308
    
    
    $
    1,171,424
    
    
    $
    1,226,170
    
    
    $
    1,301,121
    
    
    $
    80,096,263
    
    
    $
    85,960,562
    
    
    $
    79,400,000Average interest rate
    
    
    5.21
    %
    
    
    5.21
    %
    
    
    5.21
    %
    
    
    5.21
    %
    
    
    5.21
    %
    
    
    5.47
    %
    
    
    5.45
    %Variable-rate Credit
Facility
    
    
    
    
    
    $
    365,500,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    365,500,000
    
    
    $
    365,500,000Average interest rate
    
    
    
    
    
    
    0.74
    %
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    0.74
    %Rate sensitive derivative
financial instruments:Pay fixed/receive variable
interest rate
swap agreements
    
    
    
    
    
    $
    152,838,000
    
    
    
    
    
    
    $
    40,000,000
    
    
    
    
    
    
    
    
    
    
    $
    192,838,000
    
    
    $
    (8,414,446
    )Average pay rate
    
    
    
    
    
    
    4.10
    %
    
    
    
    
    
    
    4.88
    %
    
    
    
    
    
    
    
    
    
    
    4.26
    %Average receive rate
    
    
    
    
    
    
    0.74
    %
    
    
    
    
    
    
    1.43
    %
    
    
    
    
    
    
    
    
    
    
    0.88
    %Rate sensitive
investments:Fixed-rate Partnership
Preference Units:
 26




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##### 



Fair Valueas ofDecember2009
    
    
    2010
    
    
    2011
    
    
    2012
    
    
    2013
    
    
    Thereafter
    
    
    Total
    
    
    31,2008Colonial Realty Limited
Partnership, 7.25% Series
B Cumulative
Redeemable Perpetual
Preferred Units,
Callable 8/24/09,
Current Yield: 16.10%
    
    $
    19,419,240
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    19,419,240
    
    
    $
    9,008,000Essex Portfolio, L.P.,
7.875% Series B
Cumulative Redeemable
Preferred Units,
Callable 12/31/09,
Current Yield: 12.26%
    
    $
    26,643,900
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    26,643,900
    
    
    $
    16,864,050Liberty Property Limited
Partnership, 7.40% Series
H Cumulative
Redeemable Preferred
Units,
Callable 8/21/12,
Current Yield: 12.20%
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    25,000,000
    
    
    
    
    
    
    
    
    
    
    $
    25,000,000
    
    
    $
    15,160,000MHC Operating Limited
Partnership, 8.0625%
Series D Cumulative
Redeemable Perpetual
Preference Units,
Callable 3/24/10,
Current Yield: 13.70%
    
    
    
    
    
    $
    25,186,560
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    25,186,560
    
    
    $
    14,710,000PSA Institutional
Partners, L.P., 6.4%
Series NN Cumulative
Redeemable Perpetual
Preferred Units,
Callable 3/17/10,
Current Yield: 10.25%
    
    
    
    
    
    $
    7,189,950
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    7,189,950
    
    
    $
    4,683,000Vornado Realty L.P.,
6.75% Series
D-14 Cumulative
Redeemable Preferred
Units,
Callable 9/9/10,
Current Yield: 11.75%(1)
    
    
    
    
    
    $
    7,939,100
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    7,939,100
    
    
    $
    5,745,563
 
 *
    
    The amounts listed reflect the Funds positions as of December 31, 2008. The Funds current
positions may differ.(1)
    
    Belrose Realtys interest in these Partnership Preference Units is held through
Belvorn. 27




---



##### 



(b) Qualitative
Information About Market Risk.
 
 Risks Associated with Equity Investing.
 
 Risks of Investing in Foreign Securities.
 
 Risks of Certain Investment Techniques.
   28




---



##### 



Risks of Real Estate Investments.
      29




---



##### 



30




---



##### 



Risks of Interest Rate Swap Agreements.
 
 Risks of Leverage.
  31




---



##### 



Item 8.
Financial Statements and Supplementary Data.
  2008First
    
    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
    )
 2007First
    
    Second
    
    Third
    
    FourthQuarter
    
    Quarter
    
    Quarter
    
    QuarterInvestment income
    
    $
    13,172,638
    
    
    $
    14,624,845
    
    
    $
    14,093,277
    
    
    $
    12,702,008Net investment income
    
    $
    3,275,613
    
    
    $
    4,373,157
    
    
    $
    3,306,053
    
    
    $
    2,190,094Net increase (decrease) in net assets
from operations
    
    $
    3,784,913
    
    
    $
    115,871,802
    
    
    $
    15,898,380
    
    
    $
    (68,990,314
    )Per share data:(1)Investment income
    
    $
    0.85
    
    
    $
    0.96
    
    
    $
    0.95
    
    
    $
    0.87Net investment income
    
    $
    0.21
    
    
    $
    0.29
    
    
    $
    0.22
    
    
    $
    0.15Net increase (decrease) in net assets
from operations
    
    $
    0.24
    
    
    $
    7.61
    
    
    $
    1.07
    
    
    $
    (4.70
    )
 
 (1)
    
    Based on average Shares outstanding. 
 Item 9.
Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure.
  
 Item 9A.
Controls and Procedures.
  
 Fund
Governance.
 
 Disclosure
Controls and Procedures.
 32




---



##### 



Internal
Control Over Financial Reporting.
 MANAGEMENTS
REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
      33




---



##### 



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




---



##### 



Item 9B.
Other Information.
  35




---



##### 



PART
III
 
 Item 10.
Directors, Executive Officers and Corporate Governance.
 
 (a) Management.
       36




---



##### 



(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.
 
 Item 13.
Certain Relationships and Related Transactions, and Director
Independence.
  37




---



##### 



Year ended
    
    Year endedDecember 31, 2008
    
    December 31, 2007Fund Advisory and Administrative Fees*
    
    $
    1,077,142
    
    
    $
    1,495,668Belrose Realty Management Fees
    
    $
    3,649,016
    
    
    $
    3,601,482Funds Allocable Portion of the Portfolios Advisory Fees**
    
    $
    6,557,778
    
    
    $
    8,335,212Fund Servicing Fees
    
    $
    1,259,783
    
    
    $
    1,805,886Funds Allocable Portion of Belvedere Companys Servicing Fees
    
    $
    2,284,019
    
    
    $
    2,934,192Fund Distribution Fees
    
    $
    1,418,420
    
    
    $
    1,896,200Aggregate Compensation Paid by the Fund to Eaton Vance and its
Affiliates
    
    $
    6,144,578
    
    
    $
    6,993,350
 
 *
    
    Boston Management has agreed to waive a 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 Cash Management Portfolio,
the advisory and administrative fee paid to Boston Management by Cash Management Portfolio 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 ended December 31, 2008 and 2007, advisory fees paid or payable by the
Portfolio totaled $68,300,233 and $87,681,000, respectively. For the year ended 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. For the year ended December 31, 2007, Belvedere Companys allocable
portion of that fee was $64,755,126, of which $8,335,212 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 Cash Management Portfolio. 
 The
Funds Investment Advisory and Administrative Fee.
 
 Belrose
Realtys Management Fee.
 38




---



##### 



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.
 
    
    Belrose Realty purchased a Co-owned Property from Belmar Realty Corporation.
 39




---



##### 



Item 14.
Principal Accountant Fees and Services.
  Year ended December 31,2008
    
    
    2007Audit fees
    
    $
    113,338
    
    
    $
    109,025Tax fees (1)
    
    
    188,050
    
    
    
    152,301Total
    
    $
    301,388
    
    
    $
    261,326
 
 (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.  40




---



##### 



PART IV
 
 Item 15.
Exhibits and Financial Statement Schedules.
 (a)
    
    Please see the Funds consolidated financial statements
on pages 43 to 62 of this Annual
Report on Form 10-K. Please see the Portfolios financial
statements on pages 63 to 78 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 80 hereof.
 41




---



##### 



(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 New York 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 Larimer, LLC (Bel Larimer) is a Delaware limited liability company. Bel Larimer is a wholly
owned subsidiary of Belrose Realty.(H)
    
    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.(I)
    
    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. 42




---



##### 



Belrose Capital
    Fund LLC
   CONSOLIDATED PORTFOLIOS OF
    INVESTMENTS
 As
    of December 31, 2008
  Investment in
    Belvedere Capital FundCompany LLC  76.4%Security

Shares


ValueInvestment in Belvedere Capital Fund Company LLC (Belvedere
    Company)


7,827,688


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

$
1,052,167,704Partnership
    Preference Units  4.8%Security

Units


ValueBelvorn Holdings
    LLC(1)(2)


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(1)


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(1)


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(1)


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(1)


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(1)


300,000



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

$
66,170,613Real Estate Joint
    Ventures  7.6%Description




ValueInvestment in Deerfield Property Trust (a majority economic
    interest of 89.2% in Deerfield Property Trust which invests in
    seventeen industrial distribution properties located in six
    states, net of associated mortgage
    debt)(1)

$
27,573,470Investment in Katahdin Property Trust, LLC (a majority economic
    interest of 71.1% in Katahdin Property Trust, LLC which invests
    in six multifamily properties located in five states, net of
    associated mortgage
    debt)(1)


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

$
105,073,300Wholly Owned and
    Co-ownedProperties  11.1%Description




ValueBel Larimer, LLC (a single member LLC investing in a retail
    property located in
    Colorado)(1)

$
28,400,000Bel Marlborough Campus LLC (a single member LLC investing in an
    office property located in
    Massachusetts)(1)


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)(1)


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

$
153,368,906Short-Term
    Investment  0.1%Interest(000sDescription

omitted)


ValueCash Management Portfolio,
    0.75%(3)


590


$
590,084Total
    Short-Term Investment(identified
    cost, $590,084)

$
590,084Total
    Investments  100.0%(identified
    cost, $1,499,760,070)

$
1,377,370,607  See
    notes to consolidated financial statements
   43




---



##### 



Belrose Capital
    Fund LLC
   CONSOLIDATED PORTFOLIOS OF
    INVESTMENTS CONTD
 As
    of December 31, 2007
  Investment in
    Belvedere Company  81.9%Security

Shares


ValueInvestment in Belvedere Company


9,321,684


$
1,899,517,238Total
    Investment in Belvedere Company(identified
    cost, $1,344,043,565)

$
1,899,517,238Partnership
    Preference Units  4.5%Security

Units


ValueBelvorn Holdings
    LLC(1)(2)


86,727


$
8,742,122Colonial 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(1)


400,000



17,432,000Essex 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(1)


525,000



24,466,155Liberty Property Limited Partnership (Pennsylvania Limited
    Partnership affiliate of Liberty Property Trust), 7.40%
    Series H Cumulative Redeemable Preferred Units, Callable
    from
    8/21/12(1)


1,000,000



22,850,000MHC 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(1)


1,000,000



23,200,000PSA 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(1)


300,000



6,237,000Total
    Partnership Preference Units(identified
    cost, $112,112,374)

$
102,927,277Real Estate Joint
    Ventures  6.4%Description




ValueInvestment in Deerfield Property Trust (a majority economic
    interest of 80.5% in Deerfield Property Trust which invests in
    seventeen industrial distribution properties located in six
    states, net of associated mortgage
    debt)(1)

$
53,696,270Investment in Katahdin Property Trust, LLC (a majority economic
    interest of 69.4% in Katahdin Property Trust, LLC which invests
    in six multifamily properties located in five states, net of
    associated mortgage
    debt)(1)


95,256,550Total
    Real Estate Joint Ventures(identified
    cost, $122,791,395)

$
148,952,820Wholly Owned
    Properties  7.2%Description




ValueBel Larimer, LLC (a single member LLC investing in a retail
    property located in
    Colorado)(1)

$
33,850,000Bel Marlborough Campus LLC (a single member LLC investing in an
    office property located in
    Massachusetts)(1)


133,800,000Total
    Wholly Owned Properties(identified
    cost, $169,838,584)

$
167,650,000Short-Term
    Investment  0.0%Interest(000sDescription

omitted)


ValueCash Management Portfolio,
    4.58%(3)


741


$
740,854Total
    Short-Term Investment(identified
    cost, $740,854)

$
740,854Total
    Investments  100.0%(identified
    cost, $1,749,526,772)

$
2,319,788,189     
    
    Security exempt from registration under the Securities Act of
    1933. At December 31, 2008 and 2007, the value of these
    securities totaled $66,170,613 and $102,927,277 or 7.2% and 5.7%
    of net assets, respectively.(1)
    
    Investment valued at fair value using methods determined in good
    faith by or at the direction of the manager of Belrose Realty
    Corporation.(2)
    
    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.(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, 2008 and 2007, respectively.  See
    notes to consolidated financial statements
   44




---



##### 



Belrose Capital
    Fund LLC
   CONSOLIDATED FINANCIAL STATEMENTS
 Consolidated
    Statements of Assets and Liabilities
  Assets

December 31,
    2008


December 31,
    2007Investment in Belvedere Company, at value (identified cost,
    $1,082,440,666 and $1,344,043,565, respectively)

$
1,052,167,704


$
1,899,517,238Unaffiliated investments, at value (identified cost,
    $416,729,320 and $404,742,353, respectively)


324,612,819



419,530,097Affiliated investment, at value (identified cost, $590,084 and
    $740,854, respectively)


590,084



740,854Cash


2,443,973



6,847,717Distributions and interest receivable






362,605Interest receivable from affiliated investment


1,203



12,491Interest receivable for open interest rate swap agreements






27,849Other assets


1,996,342



1,430,520Total assets

$
1,381,812,125


$
2,328,469,371LiabilitiesLoan payable  Credit Facility

$
365,500,000


$
417,500,000Mortgage notes payable


85,960,562



86,951,932Payable for Fund shares redeemed


758,324



Special Distributions payable


438,782



Interest payable for open interest rate swap agreements


48,359



Open interest rate swap agreements, at value


8,414,446



1,026,870Payable to affiliate for investment advisory and administrative
    fees


335,459



429,781Payable to affiliate for distribution and servicing fees


268,186



594,811Other accrued expenses:Interest expense


224,473



440,944Other expenses and liabilities


1,205,125



1,355,223Total liabilities

$
463,153,716


$
508,299,561Net Assets

$
918,658,409


$
1,820,169,810Shareholders
    Capital

$
918,658,409


$
1,820,169,810Shares Outstanding
    (unlimited number of shares authorized)


12,909,886



14,573,940Net
    Asset Value and Redemption Price Per Share

$
71.16


$
124.89   See
    notes to consolidated financial statements
   45




---



##### 



Belrose Capital
    Fund LLC
   CONSOLIDATED FINANCIAL
    STATEMENTS CONTD
  Consolidated
    Statements of Operations
  Year
    EndedInvestment Income

December 31,
    2008


December 31,
    2007


December 31,
    2006Dividends allocated from Belvedere Company (net of foreign
    taxes, $407,444, $623,110 and $550,982, respectively)

$
34,325,443


$
37,824,235


$
33,540,196Interest allocated from Belvedere Company


503,662



492,337



250,164Security lending income allocated from Belvedere Company, net


77,666



140,850



40,870Expenses allocated from Belvedere Company


(9,266,644
)


(11,677,373
)


(11,035,888
)Net investment income allocated from Belvedere Company

$
25,640,127


$
26,780,049


$
22,795,342Rental income from Wholly Owned Properties


16,723,637



14,766,193



3,601,449Distributions from Partnership Preference Units


7,862,813



7,178,195



11,598,455Net investment income from Real Estate Joint Ventures


6,664,652



5,615,557



7,514,035Net investment income from Co-owned Property


302,451







Interest


3,054



13,030



858,470Interest allocated from affiliated investment


81,446



264,922



49,348Expenses allocated from affiliated investment


(12,868
)


(25,178
)


(4,721
)Total investment income

$
57,265,312


$
54,592,768


$
46,412,378ExpensesInvestment advisory and administrative fees

$
6,144,578


$
6,993,350


$
6,523,938Distribution and servicing fees


2,678,203



3,702,086



3,536,149Interest expense on Credit Facility


13,414,709



22,393,645



20,882,791Interest expense on mortgage notes


4,898,043



4,205,936



956,868Expenses of Wholly Owned Properties


5,103,538



4,916,949



1,238,054Custodian and transfer agent fee


84,833



103,104



109,463Miscellaneous


940,196



1,028,981



882,995Total expenses

$
33,264,100


$
43,344,051


$
34,130,258Deduct Reduction of investment advisory and administrative fees

$
1,418,420


$
1,896,200


$
1,798,943Net expenses

$
31,845,680


$
41,447,851


$
32,331,315Net investment income

$
25,419,632


$
13,144,917


$
14,081,063Realized
    and Unrealized Gain (Loss)Net realized gain (loss) Investment transactions in Belvedere Company (investments and
    foreign currency) (identified cost
    basis)(1)

$
(25,230,470
)

$
74,429,684


$
57,517,831Investment transactions in Partnership Preference Units
    (identified cost basis)


(66,982
)


1,844



(2,480,905
)Investment transactions in Real Estate Joint Ventures






(36,059
)


1,949,650Interest rate swap
    agreements(2)


(4,110,332
)


2,418,111



2,046,711Net realized gain (loss)

$
(29,407,784
)

$
76,813,580


$
59,033,287Change in unrealized appreciation (depreciation) Investment in Belvedere Company (investments and foreign
    currency) (identified cost basis)

$
(585,746,635
)

$
(13,042,344
)

$
154,147,320Investment in Partnership Preference Units (identified cost
    basis)


(36,023,040
)


(9,127,964
)


(2,344,625
)Investment in Real Estate Joint Ventures


(47,337,891
)


8,049,964



22,328,111Investment in Wholly Owned Properties


(19,916,898
)


(1,959,544
)


(229,040
)Investment in Co-owned Property


(3,626,416
)






Interest rate swap agreements


(7,417,389
)


(7,313,828
)


152,666Net change in unrealized appreciation (depreciation)

$
(700,068,269
)

$
(23,393,716
)

$
174,054,432Net realized and unrealized gain (loss)

$
(729,476,053
)

$
53,419,864


$
233,087,719Net increase (decrease) in net assets from operations

$
(704,056,421
)

$
66,564,781


$
247,168,782   (1)
    
    Amounts include net realized gain from redemptions in-kind of
    $31,146,345, $58,081,011 and $29,037,860, respectively.(2)
    
    Amounts represent net interest earned (incurred) in connection
    with interest rate swap agreements (Note 2F).  See
    notes to consolidated financial statements
   46




---



##### 



Belrose Capital
    Fund LLC
   CONSOLIDATED FINANCIAL
    STATEMENTS CONTD
  Consolidated
    Statements of Changes in Net Assets
  Year
    EndedIncrease (Decrease)
    in Net Assets

December 31,
    2008


December 31,
    2007


December 31,
    2006From operations Net investment income

$
25,419,632


$
13,144,917


$
14,081,063Net realized gain (loss) from investment transactions, foreign
    currency transactions and
    interest rate swap agreements


(29,407,784
)


76,813,580



59,033,287Net change in unrealized appreciation (depreciation) of
    investments, foreign
    currency and interest rate swap agreements


(700,068,269
)


(23,393,716
)


174,054,432Net increase (decrease) in net assets from operations

$
(704,056,421
)

$
66,564,781


$
247,168,782Transactions in Fund shares Net asset value of Fund shares issued to Shareholders in payment
    of
    distributions declared

$
9,004,634


$
11,132,632


$
8,759,998Net asset value of Fund shares redeemed


(179,834,349
)


(127,098,588
)


(88,914,290
)Net decrease in net assets from Fund share transactions

$
(170,829,715
)

$
(115,965,956
)

$
(80,154,292
)Distributions Distributions to Shareholders

$
(26,186,483
)

$
(29,876,160
)

$
(20,577,745
)Special Distributions


(438,782
)






Total distributions

$
(26,625,265
)

$
(29,876,160
)

$
(20,577,745
)Net increase (decrease) in net assets

$
(901,511,401
)

$
(79,277,335
)

$
146,436,745Net
    AssetsAt beginning of year

$
1,820,169,810


$
1,899,447,145


$
1,753,010,400At end of year

$
918,658,409


$
1,820,169,810


$
1,899,447,145   See
    notes to consolidated financial statements
   47




---



##### 



Belrose Capital
    Fund LLC
   CONSOLIDATED FINANCIAL
    STATEMENTS CONTD
  Consolidated
    Statements of Cash Flows
  Year
    EndedIncrease (Decrease)
    in Cash

December 31,
    2008


December 31,
    2007


December 31,
    2006Cash Flows From Operating Activities Net increase (decrease) in net assets from operations

$
(704,056,421
)

$
66,564,781


$
247,168,782Adjustments 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


(25,640,127
)


(26,780,049
)


(22,795,342
)Net investment income from Real Estate Joint Ventures


(6,664,652
)


(5,615,557
)


(7,514,035
)Net payments from Real Estate Joint Ventures


3,206,281



1,558,925



58,503,437Net investment income from Co-owned Property


(302,451
)






Payment to Co-owned Property


(10,418
)






Decrease in short-term investments










4,797,347(Increase) decrease in affiliated investment and interest
    receivable from affiliated investment


162,058



316,447



(1,069,792
)(Increase) decrease in distributions and interest receivable


362,605



(362,107
)


284,952Decrease in interest receivable for open interest rate swap
    agreements


49,202



12,605



27,677(Increase) decrease in other assets


(565,822
)


291,118



1,996,783Increase (decrease) in payable to affiliate for investment
    advisory and administrative fees


(94,322
)


24,208



39,673Increase (decrease) in payable to affiliate for distribution and
    servicing fees


(326,625
)


(18,867
)


40,707Increase in interest payable for open interest rate swap
    agreements


48,359







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


(349,089
)


(609,265
)


732,690Purchases of Partnership Preference Units


(2,170
)


(25,008,167
)


(20,189,612
)Proceeds from sales of Partnership Preference Units


668,812



13,280,073



100,632,895Purchases of investment in Wholly Owned and Co-owned Properties


(9,040,464
)


(33,524,989
)


(73,078,196
)Improvements to Wholly Owned Properties


(308,887
)


(544,670
)


(407,498
)Proceeds from sale of investment in Wholly Owned Properties


400,000







Decrease in investment in Belvedere Company


85,000,000







Payment for interest rate swap agreement


(51,166
)






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


(4,110,332
)


2,418,111



2,046,711Net realized (gain) loss from investment transactions, foreign
    currency transactions and interest rate swap agreements


29,407,784



(76,813,580
)


(59,033,287
)Net change in unrealized (appreciation) depreciation of
    investments, foreign currency and interest rate swap agreements


700,068,269



23,393,716



(174,054,432
)Net cash flows provided by (used in) operating activities

$
67,850,424


$
(61,417,267
)

$
58,129,460Cash Flows From Financing Activities Proceeds from Credit Facility

$
45,000,000


$
229,000,000


$
104,000,000Repayments of Credit Facility


(97,000,000
)


(168,000,000
)


(141,000,000
)Proceeds from mortgage note






25,500,000



Repayments of mortgage note


(991,370
)


(949,297
)


(302,384
)Payments for Fund shares redeemed


(2,063,469
)


(3,878,776
)


(5,374,364
)Distributions paid to Shareholders


(17,181,849
)


(18,743,528
)


(11,817,747
)Distributions paid to minority investors


(17,480
)


(19,851
)


(16,800
)Net cash flows provided by (used in) in financing
    activities

$
(72,254,168
)

$
62,908,548


$
(54,511,295
)Net increase (decrease) in cash

$
(4,403,744
)

$
1,491,281


$
3,618,165Cash at beginning of year

$
6,847,717


$
5,356,436


$
1,738,271Cash at end of year

$
2,443,973


$
6,847,717


$
5,356,436Supplemental
    Disclosure and Non-cash Operating and Financing ActivitiesInterest paid on loan  Credit Facility

$
13,631,180


$
22,401,696


$
20,805,937Interest paid on mortgage notes

$
4,792,639


$
4,006,088


$
1,104,526Interest paid (received) on interest rate swap agreements, net

$
4,012,771


$
(2,430,716
)

$
(2,074,388
)Reinvestment of distributions paid to Shareholders

$
9,004,634


$
11,132,632


$
8,759,998Market value of securities distributed in payment of redemptions

$
177,012,556


$
123,219,812


$
83,539,926Market value of real property and other assets, net of current
    liabilities, assumed
    in conjunction with the acquisition of Wholly Owned Properties

$



$
33,493,039


$
135,552,769Mortgage note assumed in conjunction with the acquisition of
    Wholly Owned Properties

$



$



$
62,703,613Recharacterization of Real Estate Joint Venture advances to
    equity

$



$



$
8,733,205Swap interest receivable assumed in conjunction with the
    purchase of the interest rate swap agreement

$
(21,353
)

$



$
   See
    notes to consolidated financial statements
   48




---



##### 



Belrose Capital
    Fund LLC
   CONSOLIDATED FINANCIAL
    STATEMENTS CONTD
  Financial
    Highlights
  Year
    EndedDecember 31,
    2008


December 31,
    2007


December 31,
    2006Net asset value  Beginning of year

$
124.890


$
122.620


$
108.300Income
    (loss) from operationsNet investment
    income(1)

$
1.840


$
0.872


$
0.885Net realized and unrealized gain (loss)


(53.728
)


3.328



14.715Total income (loss) from operations

$
(51.888
)

$
4.200


$
15.600DistributionsDistributions to Shareholders

$
(1.810
)

$
(1.930
)

$
(1.280
)Special Distributions


(0.032
)






Total distributions

$
(1.842
)

$
(1.930
)

$
(1.280
)Net asset value  End of year

$
71.160


$
124.890


$
122.620Total
    Return(2)


(42.12
)%


3.47
%


14.56
%Ratios
    as a percentage of average net assetsInvestment advisory and administrative fees, distribution and
    servicing fees and other operating
    expenses(3)(4)


1.23
%


1.12
%


1.13
%Interest and other borrowing
    costs(3)(5)


0.95
%


1.18
%


1.16
%Expenses of Wholly Owned
    Properties(6)


0.73
%


0.50
%


0.12
%Total expenses


2.91
%


2.80
%


2.41
%Net investment
    income(5)


1.80
%


0.69
%


0.78
%Ratios
    as a percentage of average gross
    assets(7)Investment advisory and administrative fees, distribution and
    servicing fees and other operating
    expenses(3)(4)


0.82
%


0.83
%


0.84
%Interest and other borrowing
    costs(3)(5)


0.63
%


0.87
%


0.87
%Expenses of Wholly Owned
    Properties(6)


0.48
%


0.37
%


0.09
%Total expenses


1.93
%


2.07
%


1.80
%Net investment
    income(5)


1.19
%


0.51
%


0.58
%Supplemental
    DataNet assets, end of year (000s omitted)

$
918,658


$
1,820,170


$
1,899,447Portfolio turnover of Tax-Managed Growth
    Portfolio(8)


1
%


2
%


1
%   (1)
    
    Calculated using average shares outstanding.(2)
    
    Returns are historical and are calculated by determining
    the percentage change in net asset value with all distributions
    reinvested (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.(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.(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.(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 Tax-Managed Growth Portfolio
    including in-kind contributions and distributions was 3%, 6% and
    7% for the years ended December 31, 2008, 2007 and 2006,
    respectively.  See
    notes to consolidated financial statements
   49




---



##### 



Belrose Capital
    Fund LLC
   NOTES TO CONSOLIDATED
    FINANCIAL STATEMENTS
  1  Organization
     tenancy-in-common
  2  Significant
    Accounting Policies
     A  Principles
    of Consolidation 
  Co-owned
  B  Basis
    of Presentation 
  C  Cash 
  D  Investment
    Costs 
  E  Investment
    and Other Valuations 
   50




---



##### 



Belrose Capital
    Fund LLC
   NOTES TO CONSOLIDATED
    FINANCIAL
    STATEMENTS CONTD
             and/or
           51




---



##### 



Belrose Capital
    Fund LLC
   NOTES TO CONSOLIDATED
    FINANCIAL
    STATEMENTS CONTD
   and/or
  and/or
    Rule 2a-7
      F  Interest
    Rate Swaps 
  G  Rental
    Income 
    Year Ending
    December 31,

Amount2009

$
12,939,0662010


9,087,9822011


8,566,3602012


8,680,0612013


8,965,787Thereafter


28,424,610$
76,663,866
   H  Income 
     52




---



##### 



Belrose Capital
    Fund LLC
   NOTES TO CONSOLIDATED
    FINANCIAL
    STATEMENTS CONTD
       I  Deferred
    Costs 
  J  Income
    Taxes 
        K  Other 
  L  Use
    of Estimates 
  M  Indemnifications
    and Guarantees 
  N  Recently
    Issued Accounting Pronouncement 
  3  Fair
    Value Hierarchy
     
    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   53




---



##### 



Belrose Capital
    Fund LLC
   NOTES TO CONSOLIDATED
    FINANCIAL
    STATEMENTS CONTD
   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
    Measurements atDecember 31,


December 31,
    2008Description

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


$

    54




---



##### 



Belrose Capital
    Fund LLC
   NOTES TO CONSOLIDATED
    FINANCIAL
    STATEMENTS CONTD
     Level 3 Fair
    Value Measurements for theYear Ended
    December 31, 2008WhollyPartnership


Real Estate


Owned andPreference


Joint


Co-ownedUnits


Ventures


Properties


TotalBeginning
    balance as of January 1, 2008

$
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 distributions of earnings and capital
    contributions recorded using the equity method of accounting.  4  Distributions
    to Shareholders
            55




---



##### 



Belrose Capital
    Fund LLC
   NOTES TO CONSOLIDATED
    FINANCIAL
    STATEMENTS CONTD
   5  Shareholder
    Transactions
     Year
    EndedDecember 31,


December 31,


December 31,2008


2007


2006Issued to Shareholders electing to receive payment of
    distributions in Fund shares


79,064



91,907



81,051Redemptions


(1,743,118
)


(1,008,922
)


(776,909
)Net decrease


(1,664,054
)


(917,015
)


(695,858
)
   6  Investment
    Transactions
     Year
    EndedDecember 31,


December 31,


December 31,Investment
    Transactions

2008


2007


2006Decreases in investment in Belvedere Company

$
262,012,556


$
123,219,812


$
83,539,926Increases in Partnership Preference
    Units(1)

$
2,170


$
25,008,167


$
20,189,612Decreases in Partnership Preference
    Units(2)

$
668,812


$
13,280,073


$
100,632,895Increases in investment in Real Estate Joint Ventures

$



$
1,200,000


$
33,162,591Decreases in investment in Real Estate Joint Ventures

$
3,206,281


$
2,758,925


$
91,666,028Increases in investment in Wholly Owned Properties

$
308,887


$
34,069,659


$
73,485,694Decrease in investment in Wholly Owned Properties

$
400,000


$



$
Increases in investment in 
    Co-owned
    Property(3)

$
9,050,882


$



$

   (1)
    
    Increases in Partnership Preference Units for the year ended
    December 31, 2006 represent Partnership Preference Units
    purchased from real estate investment affiliates of other
    investment funds advised by Boston Management.(2)
    
    Decreases in Partnership Preference Units for the years
    ended December 31, 2007 and 2006 represent Partnership
    Preference Units sold to real estate investment affiliates of
    other investment funds advised by Boston Management for which a
    net realized gain (loss) of $1,844 and $(2,480,905) was
    recognized, respectively.(3)
    
    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
    (Note 9) for $9,040,464.  7  Indirect
    Investment in the Portfolio
     Year
    EndedDecember 31,


December 31,


December 31,2008


2007


2006Belvedere Companys interest in the
    Portfolio(1)

$
7,830,200,429


$
14,763,099,076


$
14,909,807,057The Funds investment in Belvedere
    Company(2)

$
1,052,167,704


$
1,899,517,238


$
1,934,569,661Income allocated to Belvedere Company from the Portfolio

$
270,863,516


$
298,751,556


$
255,986,139Income allocated to the Fund from Belvedere Company

$
34,906,771


$
38,457,422


$
33,831,230Expenses allocated to Belvedere Company from the Portfolio

$
53,705,900


$
67,348,884


$
62,097,585Expenses allocated to the Fund from Belvedere
    Company(3)

$
9,266,644


$
11,677,373


$
11,035,888Net realized gain (loss) from investment transactions and
    foreign currency transactions allocated to Belvedere Company
    from the Portfolio

$
(203,248,973
)

$
581,142,259


$
440,653,635Net realized gain (loss) from investment transactions and
    foreign currency transactions allocated to the Fund from
    Belvedere Company

$
(25,230,470
)

$
74,429,684


$
57,517,831Net change in unrealized appreciation (depreciation) of
    investments and foreign currency allocated to Belvedere Company
    from the Portfolio

$
(4,579,608,072
)

$
(99,671,823
)

$
1,164,296,884Net change in unrealized appreciation (depreciation) of
    investments and foreign currency allocated to the Fund from
    Belvedere Company

$
(585,746,635
)

$
(13,042,344
)

$
154,147,320
    56




---



##### 



Belrose Capital
    Fund LLC
   NOTES TO CONSOLIDATED
    FINANCIAL
    STATEMENTS CONTD
   (1)
    
    As of December 31, 2008, 2007 and 2006, the value of
    Belvedere Companys interest in the Portfolio represents
    73.9%, 74.3% and 73.1% of the Portfolios net assets,
    respectively.(2)
    
    As of December 31, 2008, 2007 and 2006, the Funds
    investment in Belvedere Company represents 13.4%, 12.9% and
    13.0% of Belvedere Companys net assets, respectively.(3)
    
    Expenses allocated to the Fund from Belvedere Company represent:  Year
    EndedDecember 31,


December 31,


December 31,2008


2007


2006Expenses allocated from the Portfolio

$
6,911,976


$
8,669,123


$
8,206,328Servicing fee (see Note 12)

$
2,284,019


$
2,934,192


$
2,760,750Operating expenses

$
70,649


$
74,058


$
68,810
   8  Investment
    in Real Estate Joint Ventures
     day-to-day day-to-day day-to-day
          December 31,


December 31,2008


2007AssetsInvestment in real estate

$
379,466,955


$
443,657,436Other assets


10,311,145



11,162,064Total assets

$
389,778,100


$
454,819,500Liabilities and Shareholders EquityMortgage notes
    payable(1)

$
241,084,373


$
242,825,937Other liabilities


8,324,598



7,576,845Total liabilities

$
249,408,971


$
250,402,782Shareholders equity

$
140,369,129


$
204,416,718Total liabilities and shareholders equity

$
389,778,100


$
454,819,500
   (1)
    
    The fair value of the mortgage notes payable is approximately
    $231,500,000 and $250,500,000 as of December 31, 2008 and
    2007, respectively. 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. The
    fair value of the mortgage notes is based on estimates using
    discounted cash flow analysis and current prevailing interest
    rates.  Year
    EndedDecember 31,


December 31,


December 31,2008


2007


2006Revenues

$
42,874,531


$
42,271,494


$
41,989,315Expenses


33,972,331



34,626,529



33,804,144Net investment income before realized and unrealized gain (loss)

$
8,902,200


$
7,644,965


$
8,185,171Realized gain (loss)






(47,215
)


2,804,572Change in net unrealized appreciation (depreciation)


(69,711,827
)


13,422,884



26,870,500Net investment income (loss)

$
(60,809,627
)

$
21,020,634


$
37,860,243
    57




---



##### 



Belrose Capital
    Fund LLC
   NOTES TO CONSOLIDATED
    FINANCIAL
    STATEMENTS CONTD
   9  Investment
    in Co-owned Property
     10  Interest
    Rate Swap Agreements
     InitialNotional







Optional


Final


Unrealized
    AppreciationAmount







Termi-


Termi-


(Depreciation)
    atEffective


(000s


Fixed


Floating

nation


nation


December 31,


December 31,Date


omitted)


Rate


Rate

Date


Date


2008


200710/03


$
31,588



4
.180%


LIBOR +
    0.30%


7/09



6/10


$
(519,265
)

$
92,94010/03



37,943



4
.160%


LIBOR +
    0.30%


11/09



6/10



(936,916
)


37,75010/03



83,307



4
.045%


LIBOR +
    0.30%






6/10



(2,915,999
)


74,3716/04



40,000



4
.875%


3 mo.
    LIBOR +
    0.00%






6/12



(4,042,266
)


(1,231,931
)1/08
(1)


128,116



4
.865%


LIBOR +
    0.30%


3/08



6/10







9/08
(2)


128,116



4
.315%


LIBOR +
    0.30%


12/08



6/10







$
(8,414,446
)

$
(1,026,870
)
   (1)
    
    In January 2008, an interest rate swap agreement was
    purchased from another investment fund advised by Boston
    Management. At such time, the fair value of the open interest
    rate swap agreement was $29,813. Subsequent to the purchase, the
    interest rate swap agreement was terminated on an optional
    termination date. No gain or loss was recognized on the
    transaction.(2)
    
    Interest rate swap agreement was terminated on an optional
    termination date.  11  Debt
   A  Mortgage
    Notes 
    MonthlyPrincipalAnnual


and


Outstanding
    atMaturity

Interest


Interest


December 31,


December 31,Date

Rate


Payment


2008


2007December 1, 2014


5.2075
%

$
351,728


$
60,460,562


$
61,451,932January 8, 2018


6.03
%


128,138
(1)


25,500,000



25,500,000$
85,960,562


$
86,951,932
   (1)
    
    Mortgage note provides for interest only payments due monthly
    with the entire principal balance due on the maturity date.    Year Ending
    December 31,

Amount2009

$
1,054,2762010


1,111,3082011


1,171,4242012


1,226,1702013


1,301,121Thereafter


80,096,263$
85,960,562
      58




---



##### 



Belrose Capital
    Fund LLC
   NOTES TO CONSOLIDATED
    FINANCIAL
    STATEMENTS CONTD
     B  Credit
    Facility 
          At
    December 31, 2008


At
    December 31, 2007Total amount available under the Credit Facility

$
537,500,000


$
543,500,000DKH borrowings outstanding

$
365,500,000


$
371,500,000Merrill Lynch borrowings outstanding

$



$
46,000,000
     C  Average
    Borrowings and Average Interest Rate 
  12  Management
    Fee and Other Transactions with Affiliates
          59




---



##### 



Belrose Capital
    Fund LLC
   NOTES TO CONSOLIDATED
    FINANCIAL
    STATEMENTS CONTD
           Year
    EndedDecember 31,


December 31,


December 31,2008


2007


2006Advisory fee allocated to Belvedere Company from the Portfolio

$
50,952,553


$
64,755,126


$
59,955,794Advisory fee allocated to the Fund from Belvedere Company

$
6,557,778


$
8,335,212


$
7,923,219Advisory fee allocated to the Fund from Cash Management

$
12,343


$
24,117


$
4,607Advisory and administrative fees incurred directly by the Fund

$
6,144,578


$
6,993,350


$
6,523,938Distribution fee incurred directly by the Fund

$
1,418,420


$
1,896,200


$
1,798,943Reduction of advisory and administrative fees

$
1,418,420


$
1,896,200


$
1,798,943Servicing fee of Belvedere Company

$
17,747,191


$
22,797,451


$
20,893,224Servicing fee allocated to the Fund from Belvedere Company

$
2,284,019


$
2,934,192


$
2,760,750Servicing fee incurred directly by the Fund

$
1,259,783


$
1,805,886


$
1,737,206Servicing fee paid or accrued to subagents

$
3,543,775


$
4,740,051


$
4,497,927
   13  Segment
    Information
          60




---



##### 



Belrose Capital
    Fund LLC
   NOTES TO CONSOLIDATED
    FINANCIAL
    STATEMENTS CONTD
     Year
    EndedDecember 31,


December 31,


December 31,2008


2007


2006Investment incomeThe Portfolio*

$
25,640,127


$
26,780,049


$
22,795,342Real Estate


31,555,059



27,560,766



22,713,996Unallocated


70,126



251,953



903,040Total investment income

$
57,265,312


$
54,592,768


$
46,412,378Interest expenseThe Portfolio*

$



$



$
Real
    Estate(1)


16,032,251



19,881,488



16,618,961Unallocated(2)


2,280,501



6,718,093



5,220,698Total interest expense

$
18,312,752


$
26,599,581


$
21,839,659Net realized gain (loss)The Portfolio*

$
(25,230,470
)

$
74,429,684


$
57,517,831Real Estate


(4,177,314
)


2,383,896



1,515,456Unallocated










Total net realized gain (loss)

$
(29,407,784
)

$
76,813,580


$
59,033,287Net change in unrealized appreciation (depreciation)The Portfolio*

$
(585,746,635
)

$
(13,042,344
)

$
154,147,320Real Estate


(114,321,634
)


(10,351,372
)


19,907,112Unallocated










Total net change in unrealized appreciation (depreciation)

$
(700,068,269
)

$
(23,393,716
)

$
174,054,432Net increase (decrease) in net assets from operationsThe Portfolio*

$
(586,414,120
)

$
86,671,721


$
232,916,718Real Estate


(112,388,330
)


(9,519,298
)


22,470,326Unallocated(3)


(5,253,971
)


(10,587,642
)


(8,218,262
)Net increase (decrease) in net assets from operations

$
(704,056,421
)

$
66,564,781


$
247,168,782
   At
    December 31, 2008


At
    December 31, 2007Segment assetsThe Portfolio*

$
1,052,167,704


$
1,899,517,238Real Estate


327,377,015



423,116,327Unallocated(4)


2,267,406



5,835,806Segment assets

$
1,381,812,125


$
2,328,469,371Net assetsThe Portfolio*

$
1,050,915,012


$
1,899,396,571Real Estate


(70,951,489
)


41,123,512Unallocated(5)


(61,305,114
)


(120,350,273
)Net assets

$
918,658,409


$
1,820,169,810
   *
    
    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. Included in this
    amount are primarily distribution and servicing fees and
    unallocated Credit Facility interest expense as follows:  Year
    EndedDecember 31,


December 31,


December 31,2008


2007


2006Distribution and servicing fees

$
2,678,203


$
3,702,086


$
3,536,149Interest expense on Credit Facility$
2,280,501


$
6,718,093


$
5,220,698
   (4)
    
    Primarily includes cash held by the Fund and the Funds
    investment in Cash Management.(5)
    
    Amount includes unallocated liabilities, net of unallocated
    assets. Unallocated liabilities primarily consist of outstanding
    unallocated Credit Facility borrowings. Such borrowings are used
    to finance ongoing operations of the Fund and are not allocable
    to reportable segments. As of December 31, 2008 and 2007,
    such borrowings totaled approximately $63,110,000 and
    $125,280,000, respectively.  14  Subsequent
    Event
      61




---



##### 



Belrose Capital
    Fund LLC
   REPORT OF INDEPENDENT REGISTERED
    PUBLIC ACCOUNTING FIRM
   To
    the Shareholders of Belrose Capital Fund LLC and
    Subsidiaries
          Internal Control  Integrated Framework
       62




---



##### 



Tax-Managed Growth
    Portfolio  as
    of December 31, 2008
   PORTFOLIO OF INVESTMENTS
  Common
    Stocks  97.6%Security

Shares


ValueAerospace
    & Defense  4.4%Boeing Co. (The)


992,637


$
42,355,821General Dynamics Corp.


1,127,800



64,950,002Honeywell International, Inc.


293,134



9,623,589Lockheed Martin Corp.


19,800



1,664,784Northrop Grumman Corp.


3,054,737



137,585,354Raytheon Co.


58,153



2,968,129Rockwell Collins, Inc.


147,928



5,782,505United Technologies Corp.


3,688,903



197,725,201$
462,655,385Air
    Freight & Logistics  2.7%CH Robinson Worldwide, Inc.


89,610


$
4,931,238FedEx Corp.


2,107,889



135,221,079United Parcel Service, Inc., Class B


2,580,478



142,339,166$
282,491,483Airlines  0.0%Southwest Airlines Co.


21,029


$
181,270$
181,270Auto
    Components  0.1%Johnson Controls, Inc.


740,109


$
13,440,379WABCO Holdings, Inc.


26,941



425,398$
13,865,777Automobiles  0.0%DaimlerChrysler AG


24,284


$
929,592General Motors Corp.


4,688



15,002Harley-Davidson, Inc.


170,991



2,901,717$
3,846,311Beverages  6.0%Brown-Forman Corp., Class A


454,702


$
23,017,015Brown-Forman Corp., Class B


162,698



8,377,320Coca-Cola
    Co. (The)


5,393,446



244,161,300Coca-Cola
    Enterprises, Inc.


894,224



10,757,515Molson Coors Brewing Co., Class B


186,000



9,099,120PepsiCo, Inc.


6,239,512



341,738,072$
637,150,342Biotechnology 
    2.0%Amgen,
    Inc.(1)


2,949,116


$
170,311,449Biogen Idec,
    Inc.(1)


211,217



10,060,266Genentech,
    Inc.(1)


10,909



904,465Genzyme
    Corp.(1)


244,137



16,203,373Gilead Sciences,
    Inc.(1)


250,207



12,795,586$
210,275,139Building
    Products  0.1%Masco Corp.


625,566


$
6,962,550$
6,962,550Capital
    Markets  2.9%Ameriprise Financial, Inc.


80,154


$
1,872,397Bank of New York Mellon Corp. (The)


901,594



25,542,158Charles Schwab Corp. (The)


746,547



12,071,665Credit Suisse Group


155,136



4,347,620E*Trade Financial
    Corp.(1)


45,935



52,825Federated Investors, Inc., Class B


490,820



8,324,307Franklin Resources, Inc.


539,468



34,407,269Goldman Sachs Group, Inc.


786,102



66,339,148Legg Mason, Inc.


104,784



2,295,817Merrill Lynch & Co., Inc.


1,782,135



20,744,051Morgan Stanley


2,855,276



45,798,627Northern Trust Corp.


732,152



38,174,405Piper Jaffray Cos.,
    Inc.(1)


8,742



347,582Raymond James Financial, Inc.


157,500



2,697,975State Street Corp.


533,812



20,994,826T. Rowe Price Group, Inc.


341,862



12,115,589UBS AG(1)


162,604



2,325,237Waddell & Reed Financial, Inc., Class A


273,635



4,230,397$
302,681,895Chemicals  0.9%Arch Chemicals, Inc.


4,950


$
129,046Ashland, Inc.


39,261



412,633Dow Chemical Co. (The)


230,743



3,481,912E.I. Du Pont de Nemours & Co.


1,045,100



26,441,030Ecolab, Inc.


414,911



14,584,122Monsanto Co.


29,739



2,092,139Olin Corp.


9,900



178,992PPG Industries, Inc.


14,262



605,137Rohm and Haas Co.


2,380



147,060Sigma-Aldrich Corp.


1,049,102



44,314,068Valspar Corp. (The)


100,000



1,809,000$
94,195,139  See
    notes to financial statements
   63




---



##### 



Tax-Managed Growth
    Portfolio  as
    of December 31, 2008
   PORTFOLIO OF
    INVESTMENTS CONTD
  Security

Shares


ValueCommercial
    Banks  3.9%Associated Banc-Corp.


34,850


$
729,410Banco Bilbao Vizcaya Argentaria SA ADR


38,112



476,019Bank of Hawaii Corp.


69,735



3,149,930Bank of Montreal


33,047



848,977BB&T Corp.


1,617,758



44,423,635City National Corp.


143,260



6,976,762Comerica, Inc.


304,100



6,036,385Fifth Third Bancorp


2,991,834



24,712,549First Horizon National Corp.


67,880



717,488HSBC Holdings PLC


220,592



2,189,197HSBC Holdings PLC ADR


144,953



7,054,862Huntington Bancshares, Inc.


65,227



499,639KeyCorp


202,168



1,722,471M&T Bank Corp.


61,835



3,549,947Marshall & Ilsley Corp.


637,709



8,698,351National City Corp.


859,198



1,555,148PNC Financial Services Group, Inc.


44,421



2,176,629Regions Financial Corp.


903,107



7,188,732Royal Bank of Canada


661,987



19,634,534Societe Generale


1,092,615



55,431,645SunTrust Banks, Inc.


704,801



20,819,822Synovus Financial Corp.


390,874



3,244,254Toronto-Dominion Bank


17,915



642,611Trustmark Corp.


205,425



4,435,126U.S. Bancorp


4,035,158



100,919,302Valley National Bancorp


5,490



111,172Wells Fargo & Co.


2,783,404



82,054,750Westamerica Bancorporation


1,968



100,663Zions Bancorporation


63,409



1,554,155$
411,654,165Commercial
    Services & Supplies  0.2%Avery Dennison Corp.


56,594


$
1,852,322Cintas Corp.


278,355



6,466,187Herman Miller, Inc.


119,000



1,550,570HNI Corp.


291,437



4,616,362PHH
    Corp.(1)


20,068



255,466Pitney Bowes, Inc.


39,187



998,485Republic Services, Inc.


270,000



6,693,300RR Donnelley & Sons Co.


6,683



90,755Waste Management, Inc.


111,460



3,693,784$
26,217,231Communications
    Equipment  3.3%Alcatel SA
    ADR(1)


9,921


$
21,330Cisco Systems,
    Inc.(1)


9,198,659



149,938,142Corning, Inc.


3,668,877



34,964,398EchoStar Corp.,
    Class A(1)


7,030



104,536Juniper Networks,
    Inc.(1)


136,892



2,396,979Motorola, Inc.


1,155,507



5,118,896Nokia Oyj ADR


1,879,894



29,326,346QUALCOMM, Inc.


3,496,175



125,267,950Research In Motion,
    Ltd.(1)


37,000



1,501,460$
348,640,037Computers
    & Peripherals  2.8%Apple,
    Inc.(1)


299,506


$
25,562,837Dell,
    Inc.(1)


4,083,589



41,815,951EMC
    Corp.(1)


1,744,558



18,265,522Hewlett-Packard Co.


915,206



33,212,826International Business Machines Corp.


1,723,398



145,041,176Lexmark International, Inc.,
    Class A(1)


941,079



25,315,025NetApp,
    Inc.(1)


417,589



5,833,718$
295,047,055Construction
    & Engineering  0.0%Jacobs Engineering Group,
    Inc.(1)


85,889


$
4,131,261$
4,131,261Construction
    Materials  0.2%CRH PLC


157,939


$
4,060,766Vulcan Materials Co.


201,862



14,045,558$
18,106,324Consumer
    Finance  0.6%American Express Co.


719,995


$
13,355,907Capital One Financial Corp.


1,138,005



36,290,979Discover Financial Services


1,155,162



11,008,694SLM
    Corp.(1)


11,082



98,630$
60,754,210Containers
    & Packaging  0.1%Bemis Co., Inc.


184,455


$
4,367,894Sonoco Products Co.


38,555



892,934Temple-Inland, Inc.


90,660



435,168$
5,695,996Distributors  0.1%Genuine Parts Co.


188,424


$
7,133,733$
7,133,733  See
    notes to financial statements
   64




---



##### 



Tax-Managed Growth
    Portfolio  as
    of December 31, 2008
   PORTFOLIO OF
    INVESTMENTS CONTD
  Security

Shares


ValueDiversified
    Consumer Services  0.3%Apollo Group, Inc.,
    Class A(1)


23,312


$
1,786,165H&R Block, Inc.


1,509,999



34,307,177$
36,093,342Diversified
    Financial Services  1.4%Bank of America Corp.


3,316,583


$
46,697,489Citigroup, Inc.


1,279,769



8,587,250CME Group, Inc.


12,251



2,549,556ING Groep NV ADR


191,170



2,121,987IntercontinentalExchange,
    Inc.(1)


13,162



1,085,075JPMorgan Chase & Co.


2,676,595



84,393,040Moodys Corp.


319,602



6,420,804$
151,855,201Diversified
    Telecommunication Services  1.5%AT&T, Inc.


1,555,570


$
44,333,745Deutsche Telekom AG ADR


1,759,603



26,921,926Embarq Corp.


10,156



365,210Fairpoint Communications, Inc.


6,918



22,691McLeod USA, Inc.,
    Class A(1)(2)


947



0Telefonos de Mexico SA de CV ADR


1,899,435



39,774,169Telmex Internacional SAB de CV ADR


1,827,270



20,757,787Verizon Communications, Inc.


511,744



17,348,122Windstream Corp.


906,263



8,337,620$
157,861,270Electric
    Utilities  0.6%Duke Energy Corp.


432,532


$
6,492,305Exelon Corp.


1,011,736



56,262,639Southern Co. (The)


68,451



2,532,687$
65,287,631Electrical
    Equipment  0.9%Emerson Electric Co.


2,382,026


$
87,205,972Rockwell Automation, Inc.


127,400



4,107,376Roper Industries, Inc.


46,244



2,007,452Sunpower Corp.,
    Class B(1)


14,465



440,315$
93,761,115Electronic
    Equipment, Instruments & Components  0.1%Agilent Technologies,
    Inc.(1)


459,702


$
7,185,142Arrow Electronics,
    Inc.(1)


8,750



164,850Flextronics International,
    Ltd.(1)


185,308



474,388Jabil Circuit, Inc.


43,281



292,147National Instruments Corp.


35,783



871,674Plexus
    Corp.(1)


135,900



2,303,505Tyco Electronics, Ltd.


18,012



291,975$
11,583,681Energy
    Equipment & Services  0.7%Baker Hughes, Inc.


136,681


$
4,383,360Halliburton Co.


846,691



15,392,842Schlumberger, Ltd.


1,172,630



49,637,428Transocean,
    Ltd.(1)


81,993



3,874,169$
73,287,799Food
    & Staples Retailing  3.3%Costco Wholesale Corp.


913,115


$
47,938,537CVS Caremark Corp.


2,410,490



69,277,483Kroger Co. (The)


1,308,723



34,563,374Safeway, Inc.


321,316



7,637,681Sysco Corp.


2,086,741



47,869,839Walgreen Co.


963,359



23,766,067Wal-Mart Stores, Inc.


2,041,850



114,466,111$
345,519,092Food
    Products  2.0%Archer-Daniels-Midland Co.


1,574,460


$
45,391,682Campbell Soup Co.


54,780



1,643,948ConAgra Foods, Inc.


184,395



3,042,517Del Monte Foods Co.


21,341



152,375General Mills, Inc.


28,272



1,717,524H.J. Heinz Co.


124,700



4,688,720Hershey Co. (The)


518,481



18,012,030J.M. Smucker Co. (The)


1,333



57,799Kellogg Co.


5,556



243,631Kraft Foods, Inc., Class A


293,367



7,876,904Nestle SA


2,750,000



108,894,892Sara Lee Corp.


2,445,964



23,945,988Unilever NV


72,175



1,771,896Unilever PLC ADR


1,755



40,400$
217,480,306Health
    Care Equipment & Supplies  1.3%Baxter International, Inc.


244,090


$
13,080,783Becton, Dickinson & Co.


63,708



4,356,990Boston Scientific
    Corp.(1)


1,118,559



8,657,647Covidien, Ltd.


194,108



7,034,474Hospira,
    Inc.(1)


110,611



2,966,587  See
    notes to financial statements
   65




---



##### 



Tax-Managed Growth
    Portfolio  as
    of December 31, 2008
   PORTFOLIO OF
    INVESTMENTS CONTD
  Security

Shares


ValueHealth
    Care Equipment & Supplies (continued)Medtronic, Inc.


2,622,356


$
82,394,425St. Jude Medical,
    Inc.(1)


126,830



4,180,317Stryker Corp.


167,047



6,673,528Zimmer Holdings,
    Inc.(1)


273,488



11,054,385$
140,399,136Health
    Care Providers & Services  1.6%AmerisourceBergen Corp.


368,948


$
13,156,686Cardinal Health, Inc.


1,851,953



63,836,820CIGNA Corp.


49,467



833,519Express Scripts,
    Inc.(1)


196,994



10,830,730Henry Schein,
    Inc.(1)


840,737



30,846,641IMS Health, Inc.


120,055



1,820,034McKesson Corp.


6,462



250,273Medco Health Solutions,
    Inc.(1)


340,775



14,281,880PharMerica
    Corp.(1)


30,682



480,787UnitedHealth Group, Inc.


405,450



10,784,970WellPoint,
    Inc.(1)


604,715



25,476,643$
172,598,983Hotels,
    Restaurants & Leisure  1.1%Carnival Corp., Unit


542,168


$
13,185,526Darden Restaurants, Inc.


147,345



4,152,182International Game Technology


459,500



5,463,455Interval Leisure Group,
    Inc.(1)


85,966



463,357Marriott International, Inc., Class A


424,554



8,257,575McDonalds Corp.


896,673



55,764,094Starbucks
    Corp.(1)


2,248,271



21,268,644Wyndham Worldwide Corp.


80,271



525,775Yum! Brands, Inc.


247,273



7,789,099$
116,869,707Household
    Durables  0.1%Blyth, Inc.


46,500


$
364,560D.R. Horton, Inc.


417,028



2,948,388Fortune Brands, Inc.


115,478



4,766,932Leggett & Platt, Inc.


365,903



5,558,067Newell Rubbermaid, Inc.


101,321



990,919$
14,628,866Household
    Products  3.4%Clorox Co. (The)


31,145


$
1,730,416Colgate-Palmolive Co.


687,088



47,093,012Energizer Holdings,
    Inc.(1)


76,555



4,144,688Kimberly-Clark Corp.


566,254



29,864,236Procter & Gamble Co.


4,466,728



276,133,125$
358,965,477Independent
    Power Producers & Energy Traders  0.0%AES Corp.
    (The)(1)


133,519


$
1,100,197$
1,100,197Industrial
    Conglomerates  2.1%3M Co.


940,577


$
54,120,801General Electric Co.


10,426,568



168,910,402Textron, Inc.


18,236



252,933Tyco International, Ltd.


27,264



588,902$
223,873,038Insurance  4.2%Aegon NV ADR


5,178,488


$
31,329,852Aflac, Inc.


2,234,214



102,416,370Allstate Corp. (The)


191,053



6,258,896AON Corp.


298,634



13,641,601Arthur J. Gallagher & Co.


454,092



11,765,524Berkshire Hathaway, Inc.,
    Class A(1)


633



61,147,800Berkshire Hathaway, Inc.,
    Class B(1)


40,240



129,331,360Chubb Corp.


28,354



1,446,054Cincinnati Financial Corp.


135,528



3,939,799Hartford Financial Services Group, Inc.


19,476



319,796Lincoln National Corp.


105,180



1,981,591Manulife Financial Corp.


246,658



4,200,586Marsh & McLennan Cos., Inc.


407,693



9,894,709MetLife, Inc.


81



2,824Old Republic International Corp.


288,810



3,442,615Progressive Corp.


2,604,179



38,567,891Torchmark Corp.


318,929



14,256,126Travelers Companies, Inc. (The)


341,416



15,432,003UnumProvident Group


39,000



725,400$
450,100,797Internet
    & Catalog Retail  0.1%Amazon.com,
    Inc.(1)


43,801


$
2,246,115Expedia,
    Inc.(1)


403,096



3,321,511HSN,
    Inc.(1)


80,619



586,100IAC/InterActiveCorp(1)


214,916



3,380,629Ticketmaster(1)


80,619



517,574$
10,051,929  See
    notes to financial statements
   66




---



##### 



Tax-Managed Growth
    Portfolio  as
    of December 31, 2008
   PORTFOLIO OF
    INVESTMENTS CONTD
  Security

Shares


ValueInternet
    Software & Services  1.0%eBay,
    Inc.(1)


1,266,744


$
17,683,746Google, Inc.,
    Class A(1)


266,296



81,925,964VeriSign,
    Inc.(1)


14,758



281,583$
99,891,293IT
    Services  2.3%Accenture, Ltd., Class A


2,739,520


$
89,828,861Acxiom Corp.


68,785



557,846Automatic Data Processing, Inc.


1,339,373



52,690,934Broadridge Financial Solutions, Inc.


18,597



233,206Computer Sciences
    Corp.(1)


226,702



7,966,308DST Systems,
    Inc.(1)


21,782



827,280Fiserv,
    Inc.(1)


347,355



12,633,301Metavante Technologies,
    Inc.(1)


178,913



2,882,288Paychex, Inc.


974,686



25,614,748Total System Services, Inc.


150,166



2,102,324Western Union Co.


3,316,445



47,557,821$
242,894,917Leisure
    Equipment & Products  0.0%Eastman Kodak Co.


3,787


$
24,918Mattel, Inc.


22,565



361,040$
385,958Life
    Sciences Tools & Services  0.2%Dionex
    Corp.(1)


37,300


$
1,672,905Life Technologies
    Corp.(1)


693,826



16,173,084PerkinElmer, Inc.


34,000



472,940Thermo Fisher Scientific,
    Inc.(1)


18,700



637,109$
18,956,038Machinery 
    2.7%Caterpillar, Inc.


210,505


$
9,403,258Danaher Corp.


1,680,242



95,118,500Deere & Co.


2,623,301



100,524,894Dover Corp.


640,904



21,098,560Illinois Tool Works, Inc.


1,758,203



61,625,015ITT Industries, Inc.


8,428



387,604Parker Hannifin Corp.


44,877



1,909,068$
290,066,899Media  3.8%Ascent Media Corporation,
    Series A(1)


755


$
16,489CBS Corp., Class B


260,867



2,136,501Comcast Corp., Class A


2,768,076



46,725,123Comcast Corp., Class A Special


3,535,740



57,102,201Discovery Communications,
    Series A(1)


7,555



106,979Discovery Holding,
    Series C(1)


7,555



101,161DISH Network Corp.,
    Class A(1)


35,150



389,813Entercom Communications Corp.


200,000



246,000Gannett Co., Inc.


352,537



2,820,296Havas Advertising


1,852,368



3,839,052Idearc, Inc.


6,790



577Interpublic Group of Cos.,
    Inc.(1)


727,490



2,880,860Liberty Capital,
    Class A(1)


7,556



35,589Liberty Global, Inc.,
    Series A(1)


2,381



37,905Liberty Global, Inc.,
    Series C(1)


2,382



36,159Liberty Media Corp., 
    Entertainment(1)


30,221



528,263Liberty Media Corp.,  Interactive,
    Class A(1)


11,902



37,134Live Nation,
    Inc.(1)


8,750



50,225McGraw-Hill Cos., Inc. (The)


299,599



6,947,701New York Times Co. (The), Class A


20,315



148,909News Corp., Class A


188,031



1,709,202Omnicom Group, Inc.


4,702,944



126,603,252Publicis Groupe


182,111



4,699,915Time Warner, Inc.


2,226,668



22,400,280Viacom, Inc., Class
    A(1)


4,000



80,480Viacom, Inc.,
    Class B(1)


277,934



5,297,422Vivendi SA


128,988



4,204,244Walt Disney Co.


4,881,837



110,768,882Washington Post Co., Class B


9,252



3,610,593WPP PLC, ADR


46,597



1,378,805$
404,940,012Metals
    & Mining  0.0%Alcoa, Inc.


85,947


$
967,763$
967,763Multiline
    Retail  1.2%Dollar Tree,
    Inc.(1)


30,000


$
1,254,000JC Penney Co., Inc.


89,269



1,758,599Macys, Inc.


122,300



1,265,805Nordstrom, Inc.


131,384



1,748,721Sears Holdings
    Corp.(1)


4,107



159,639Target Corp.


3,610,145



124,658,307$
130,845,071Multi-Utilities  0.0%Ameren Corp.


5,000


$
166,300PG&E Corp.


3,000



116,130  See
    notes to financial statements
   67




---



##### 



Tax-Managed Growth
    Portfolio  as
    of December 31, 2008
   PORTFOLIO OF
    INVESTMENTS CONTD
  Security

Shares


ValueMulti-Utilities (continued)Wisconsin Energy Corp.


9,576


$
402,000$
684,430Office
    Electronics  0.0%Zebra Technologies Corp.,
    Class A(1)


13,500


$
273,510$
273,510Oil,
    Gas & Consumable Fuels  11.6%Anadarko Petroleum Corp.


4,381,890


$
168,921,859Apache Corp.


2,146,567



159,983,638BP PLC ADR


3,875,851



181,157,276Chevron Corp.


685,174



50,682,321ConocoPhillips


4,816,797



249,510,085Devon Energy Corp.


568,771



37,373,942El Paso Corp.


94,925



743,263Exxon Mobil Corp.


4,452,265



355,424,316Hess Corp.


35,579



1,908,458Marathon Oil Corp.


177,334



4,851,858Murphy Oil Corp.


78,679



3,489,414Royal Dutch Shell PLC ADR, Class A


150,686



7,977,317Royal Dutch Shell PLC ADR, Class B


9,594



493,419Spectra Energy Corp.


263,315



4,144,578Williams Cos., Inc.


223,515



3,236,497$
1,229,898,241Paper
    and Forest Products  0.0%International Paper Co.


51,476


$
607,417Neenah Paper, Inc.


5,558



49,133Weyerhaeuser Co.


60,074



1,838,865$
2,495,415Personal
    Products  0.0%Avon Products, Inc.


10,400


$
249,912Estee Lauder Cos., Inc., Class A


13,035



403,564$
653,476Pharmaceuticals  11.0%Abbott Laboratories


3,835,322


$
204,691,135Allergan, Inc.


282,562



11,392,900Bristol-Myers Squibb Co.


3,010,623



69,996,985Eli Lilly & Co.


4,226,058



170,183,356Forest Laboratories,
    Inc.(1)


56,729



1,444,888GlaxoSmithKline PLC ADR


463,128



17,260,781Johnson & Johnson


3,845,002



230,046,470King Pharmaceuticals,
    Inc.(1)


152,305



1,617,479Merck & Co., Inc.


2,102,875



63,927,400Mylan,
    Inc.(1)


6,832



67,568Novo Nordisk A/S ADR


365,229



18,769,118Pfizer, Inc.


12,637,265



223,805,963Schering-Plough Corp.


1,809,226



30,811,119Teva Pharmaceutical Industries, Ltd. ADR


1,671,886



71,172,187Watson Pharmaceuticals,
    Inc.(1)


508,293



13,505,345Wyeth


917,013



34,397,158$
1,163,089,852Real
    Estate Investment Trusts (REITs)  0.3%Essex Property Trust, Inc.


363,000


$
27,825,438$
27,825,438Real
    Estate Management & Development  0.0%Forest City Enterprises, Inc., Class A


56,500


$
378,550Forestar Real Estate Group,
    Inc.(1)


30,220



287,694$
666,244Road
    & Rail  0.1%Avis Budget Group,
    Inc.(1)


39,921


$
27,945Burlington Northern Santa Fe Corp.


55,883



4,230,902CSX Corp.


3,276



106,372Norfolk Southern Corp.


15,220



716,101Union Pacific Corp.


132,257



6,321,885$
11,403,205Semiconductors &
    Semiconductor Equipment  2.1%Analog Devices, Inc.


585,574


$
11,137,617Applied Materials, Inc.


1,065,614



10,794,670Broadcom Corp.,
    Class A(1)


976,646



16,573,683Cypress Semiconductor
    Corp.(1)


52,742



235,757Intel Corp.


11,061,951



162,168,202KLA-Tencor Corp.


148,373



3,233,048Linear Technology Corp.


123,388



2,729,343LSI
    Corp.(1)


3,023



9,946Maxim Integrated Products, Inc.


263,099



3,004,591Texas Instruments, Inc.


584,196



9,066,722Verigy,
    Ltd.(1)


3,643



35,046Xilinx, Inc.


24,830



442,471$
219,431,096Software  2.7%Activision Blizzard,
    Inc.(1)


96,350


$
832,464Adobe Systems,
    Inc.(1)


490,317



10,438,849  See
    notes to financial statements
   68




---



##### 



Tax-Managed Growth
    Portfolio  as
    of December 31, 2008
   PORTFOLIO OF
    INVESTMENTS CONTD
  Security

Shares


ValueSoftware (continued)CA, Inc.


46,136



854,900Compuware
    Corp.(1)


150,944



1,018,872Electronic Arts,
    Inc.(1)


21,405



343,336Microsoft Corp.


6,994,700



135,976,968Oracle
    Corp.(1)


7,082,605



125,574,587SAP AG ADR


200,000



7,244,000Symantec
    Corp.(1)


225,808



3,052,924$
285,336,900Specialty
    Retail  1.6%Abercrombie & Fitch Co., Class A


4,015


$
92,626Best Buy Co., Inc.


280,415



7,882,466Collective Brands,
    Inc.(1)


23,100



270,732Gap, Inc. (The)


89,138



1,193,558Home Depot, Inc.


4,155,205



95,652,819Limited Brands, Inc.


46,651



468,376Lowes Companies, Inc.


1,049,622



22,587,865RadioShack Corp.


74,318



887,357Sherwin-Williams Co. (The)


500



29,875Staples, Inc.


275,430



4,935,706TJX Companies, Inc. (The)


1,701,405



34,997,901$
168,999,281Textiles,
    Apparel & Luxury Goods  1.6%Coach,
    Inc.(1)


707,850


$
14,702,044Hanesbrands,
    Inc.(1)


344,733



4,395,346Nike, Inc., Class B


3,058,444



155,980,644$
175,078,034Thrifts
    & Mortgage Finance  0.0%Guaranty Financial Group,
    Inc.(1)


30,220


$
78,874Tree.com,
    Inc.(1)


13,436



34,934$
113,808Tobacco  0.3%Altria Group, Inc.


367,096


$
5,528,466Philip Morris International, Inc.


581,956



25,320,906$
30,849,372Wireless
    Telecommunication Services  0.1%America Movil SAB de CV ADR, Series L


22,000


$
681,780Sprint Nextel
    Corp.(1)


341,783



625,463Telephone and Data Systems, Inc.


9,252



293,751Telephone and Data Systems, Inc., 
    Special Shares


24,636



692,272Vodafone Group PLC ADR


295,234



6,034,582$
8,327,848Total
    Common Stocks(identified
    cost $10,550,969,847)

$
10,347,076,971Convertible
    Preferred Stocks  0.0%Security

Shares


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


11,050


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

$
0Other
    Investments  0.0%Security

Shares


ValueCommercial
    Banks  0.0%Wachovia Corp. (Dividend Equalization 
    Preferred
    Shares)(1)


166,518


$
233$
233Software  0.0%Seagate Technology, Inc. (Tax Refund
    Rights)(1)(2)


197,392


$
0$
0Total
    Other Investments(identified
    cost $39,407)

$
233  See
    notes to financial statements
   69




---



##### 



Tax-Managed Growth
    Portfolio  as
    of December 31, 2008
   PORTFOLIO OF
    INVESTMENTS CONTD
  Short-Term
    Investments  2.2%InterestDescription

(000s
    omitted)


ValueCash Management Portfolio,
    0.75%(3)

$
229,517


$
229,517,194Total
    Short-Term Investments(identified
    cost $229,517,194)

$
229,517,194Total
    Investments  99.8%(identified
    cost $10,797,152,517)

$
10,576,594,398Other
    Assets, Less Liabilities  0.2%

$
26,148,658Net
    Assets  100.0%

$
10,602,743,056       (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, 2008.  See
    notes to financial statements
   70




---



##### 



Tax-Managed Growth
    Portfolio  as
    of December 31, 2008
   FINANCIAL STATEMENTS
  Statement
    of Assets and Liabilities
  As of
    December 31, 2008AssetsUnaffiliated investments, at value 
    (identified cost, $10,567,635,323)

$
10,347,077,204Affiliated investment, at value 
    (identified cost, $229,517,194)


229,517,194Cash


22Receivable for investments sold


5,765,473Dividends and interest receivable


22,284,665Interest receivable from affiliated investment


192,921Tax reclaims receivable


2,162,674Total assets

$
10,607,000,153LiabilitiesPayable to affiliate for investment adviser fee

$
3,828,744Payable to affiliate for Trustees fees


12,625Other accrued expenses


415,728Total liabilities

$
4,257,097Net Assets applicable to investors interest in
    Portfolio

$
10,602,743,056Sources
    of Net AssetsNet proceeds from capital contributions and withdrawals

$
10,823,189,388Net unrealized depreciation 
    (computed on the basis of identified cost)


(220,446,332
)Total

$
10,602,743,056  Statement
    of Operations
  For the Year
    EndedDecember 31,
    2008Investment
    IncomeDividends (net of foreign taxes, $4,150,695)

$
357,093,826Interest


1,818Securities lending income, net


806,938Interest income allocated from affiliated investments


5,248,681Expenses allocated from affiliated investments


(977,493
)Total investment income

$
362,173,770ExpensesInvestment adviser fee

$
68,300,344Trustees fees and expenses


44,841Custodian fee


2,231,797Legal and accounting services


211,545Miscellaneous


225,600Total expenses

$
71,014,127Deduct 
    Reduction of custodian fee

$
16Total expense reductions

$
16Net expenses

$
71,014,111Net investment income

$
291,159,659Realized
    and Unrealized Gain (Loss)Net realized gain (loss) Investment transactions (identified cost
    basis)(1)

$
(57,616,352
)Foreign currency transactions


15,235Net realized loss

$
(57,601,117
)Change in unrealized appreciation (depreciation) Investments (identified cost basis)

$
(6,326,837,211
)Foreign currency


(79,409
)Net change in unrealized appreciation (depreciation)

$
(6,326,916,620
)Net realized and unrealized loss

$
(6,384,517,737
)Net decrease in net assets from operations

$
(6,093,358,078
)   (1)
    
    Includes net realized gains of $440,338,417 from redemptions
    in-kind.  See
    notes to financial statements
   71




---



##### 



Tax-Managed Growth
    Portfolio  as
    of December 31, 2008
   FINANCIAL
    STATEMENTS CONTD
  Statements
    of Changes in Net Assets
  Year Ended


Year EndedIncrease (Decrease)
    in Net Assets

December 31,
    2008


December 31,
    2007From operations Net investment income

$
291,159,659


$
313,617,864Net realized gain (loss) from investment and foreign currency
    transactions


(57,601,117
)


891,474,938Net change in unrealized appreciation (depreciation) of
    investments and foreign currency


(6,326,916,620
)


(239,534,188
)Net increase (decrease) in net assets from operations

$
(6,093,358,078
)

$
965,558,614Capital transactions Contributions

$
1,174,044,484


$
1,526,283,139Withdrawals


(4,342,104,580
)


(3,014,972,770
)Net decrease in net assets from capital transactions

$
(3,168,060,096
)

$
(1,488,689,631
)Net decrease in net assets

$
(9,261,418,174
)

$
(523,131,017
)Net
    AssetsAt beginning of year

$
19,864,161,230


$
20,387,292,247At end of year

$
10,602,743,056


$
19,864,161,230   See
    notes to financial statements
   72




---



##### 



Tax-Managed Growth
    Portfolio  as
    of December 31, 2008
   FINANCIAL
    STATEMENTS CONTD
   Supplementary
    Data
  Year Ended
    December 31,2008


2007


2006


2005


2004Ratios/Supplemental
    DataRatios (As a percentage of average daily net assets):Expenses before custodian fee
    reduction(1)


0.45
%


0.44
%


0.45
%


0.45
%(2)


0.45
%(2)Net investment income


1.84
%


1.52
%


1.39
%


1.25
%(2)


1.18
%(2)Portfolio
    Turnover(3)


1
%


2
%


1
%


0
%(4)


3
%Total Return


(32.76
)%


4.72
%


13.69
%


4.70
%


9.67
%Net assets, end of year (000s omitted)

$
10,602,743


$
19,864,161


$
20,387,292


$
19,032,607


$
19,141,142   (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% and 0.01% of average daily
    net assets for 2005 and 2004, respectively.(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%, 6%, 7%, 6% and 10% for
    the years ended December 31, 2008, 2007, 2006, 2005 and
    2004, respectively.(4)
    
    Amounts to less than 1%.   73




---



##### 



Tax-Managed Growth
    Portfolio  as
    of December 31, 2008
   NOTES TO FINANCIAL STATEMENTS
  1  Significant
    Accounting Policies
       A  Investment
    Valuations 
  Rule 2a-7
  B  Investment
    Transactions 
  C  Income  and/or
   74




---



##### 



Tax-Managed Growth
    Portfolio  as
    of December 31, 2008
   NOTES TO FINANCIAL
    STATEMENTS CONTD
  D  Federal
    Taxes 
  3-year
  E  Expense
    Reduction 
  F  Foreign
    Currency Translation 
  G  Use
    of Estimates 
  H  Indemnifications 
  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
%
      75




---



##### 



Tax-Managed Growth
    Portfolio  as
    of December 31, 2008
   NOTES TO FINANCIAL
    STATEMENTS CONTD
    3  Purchases
    and Sales of Investments
     4  Federal
    Income Tax Basis of Investments
     Aggregate cost

$
3,659,392,998Gross unrealized appreciation

$
14,072,478,317Gross unrealized depreciation


(7,155,276,917
)Net unrealized appreciation

$
6,917,201,400
     5  Line
    of Credit
   and/or
  6  Securities
    Lending Agreement
     7  Fair
    Value Measurements
     
    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)     76




---



##### 



Tax-Managed Growth
    Portfolio  as
    of December 31, 2008
   NOTES TO FINANCIAL
    STATEMENTS CONTD
    Investments inValuation
    Inputs

SecuritiesLevel 1

Quoted Prices

$
10,131,584,436Level 2

Other Significant Observable Inputs


445,009,962Level 3

Significant Unobservable Inputs


0Total



$
10,576,594,398
     Investments inSecurities*Balance as of December 31, 2007

$
0Realized gains (losses)


0Change in net unrealized appreciation (depreciation)


0Net purchases (sales)


Net transfers to (from) Level 3


Balance as of December 31, 2008

$
0
   *
    
    All Level 3 assets held at December 31, 2007 and
    December 31, 2008 were valued at $0.   77




---



##### 



Tax-Managed Growth
    Portfolio  as
    of December 31, 2008
   REPORT OF INDEPENDENT REGISTERED
    PUBLIC ACCOUNTING FIRM
  To the Trustees
    and Investors of Tax-Managed
    Growth Portfolio:
             78




---



##### 



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  79




---



##### 



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.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
October 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.
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##### 



Exhibit No.
    
    Description4.2(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.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.32.2
    
    Certification Pursuant to 18 U.S.C. Section 1350, as Adopted
Pursuant to Section 906 of the Sarbanes-
Oxley Act of 2002 filed herewith.
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##### 



Exhibit No.
    
    Description99.3
    
    Form N-CSR of Eaton Vance Tax-Managed Growth Portfolio (File No.
811-7409) for its year ended
December 31, 2008 filed electronically with the Securities and
Exchange Commission under the
Investment Company Act of 1940 on February 27, 2009 incorporated
herein by reference pursuant to Rule
12b-32.