Attached files
file | filename |
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EX-4.3 - COPY OF MASTER CREDIT AGREEMENT DATED 12/21/2009 - BELCREST CAPITAL FUND LLC | b79540a1exv4w3.htm |
EX-3.(B) - AMENDMENT 3 TO AMENDED AND RESTATED OPERATING AGREEMENT DATED 12/21/2009 - BELCREST CAPITAL FUND LLC | b79540a1exv3wxby.htm |
EX-21 - BELCREST CAPITAL SUBSIDIARIES - BELCREST CAPITAL FUND LLC | b79540a1exv21.htm |
EX-32.1 - SECTION 906 CERTIFICATION OF THE CEO - BELCREST CAPITAL FUND LLC | b79540a1exv32w1.htm |
EX-32.2 - SECTION 906 CERTIFICATION OF THE CFO - BELCREST CAPITAL FUND LLC | b79540a1exv32w2.htm |
EX-31.2 - SECTION 302 CERTIFICATION OF THE CFO - BELCREST CAPITAL FUND LLC | b79540a1exv31w2.htm |
EX-31.1 - SECTION 302 CERTIFICATION OF THE CEO - BELCREST CAPITAL FUND LLC | b79540a1exv31w1.htm |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-K
þ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (THE ACT) |
For
the Fiscal Year Ended December 31, 2009
o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE ACT |
For the transition period from to
Commission file number 000-30509
Belcrest Capital Fund LLC (the Fund)
(Exact Name of Registrant as Specified in Its Charter)
Massachusetts | 04-3453080 | |
(State of Organization) | (I.R.S. Employer Identification No.) | |
Two International Place | ||
Boston, Massachusetts 02110 | 617-482-8260 | |
(Address and Zip Code of Principal Executive Offices) | (Registrants telephone number, including area code) |
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: Limited Liability Company Interests in
the Fund (Shares)
Indicate by check mark if Registrant is a well-known seasoned issuer, as defined in Rule 405 of the
Securities Act of 1933. þ Yes o No
Indicate by check mark if Registrant is not required to file reports pursuant to Section 13 or
Section 15(d) of the Act. o Yes þ No
Indicate by check whether the registrant has submitted electronically and posted on its corporate
Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule
405 of Regulation S-T during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files). Yes o No o
Indicate by check mark whether Registrant (1) has filed all reports required to be filed by Section
13 or 15(d) of the Act during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such filing requirements
for the past 90 days. þ Yes o No
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is
not contained herein, and will not be contained, to the best of Registrants knowledge, in
definitive proxy or information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K. þ
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a
non-accelerated filer or a smaller reporting company. See the definitions of large accelerated
filer, accelerated filer, and smaller reporting company in Rule 12b-2 of the Act.
(Check one):
(Check one):
Large accelerated filer þ | Accelerated filer o | Non-accelerated filer o | Smaller reporting company o | |||
(Do not check if a smaller reporting company) |
Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the
Act).Yes o No þ
Aggregate market value of the Shares held by non-affiliates of Registrant, based on the closing net
asset value on June 30, 2009 was $603,438,713. Calculation of holdings by non-affiliates is based
upon the assumption, for these purposes only, that the Registrants manager, its executive officers
and directors and persons holding 10% or more of the Registrants Shares are affiliates.
Incorporations by Reference: None.
The Exhibit Index is located on page 85.
Belcrest Capital Fund LLC
Index to Form 10-K
Index to Form 10-K
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PART IV |
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APPENDIX A | 40 | |||||
FINANCIAL STATEMENTS | 41 | |||||
SIGNATURES | ||||||
EXHIBIT INDEX |
4
PART I
Item 1. Business.
Fund Overview. Belcrest Capital Fund LLC (the Fund) is a private investment company organized by
Eaton Vance Management (Eaton Vance) to provide diversification and tax-sensitive investment
management to investors holding large and concentrated positions in equity securities of selected
public companies. The Funds investment objective is to achieve long-term, after-tax returns for
persons who have invested in the Fund (Shareholders). The Fund, a Massachusetts limited liability
company, commenced its investment operations on November 24, 1998. Limited liability company
interests of the Fund (Shares) were issued to Shareholders at seven closings during 1998 and 1999.
At each Fund closing, the Fund accepted contributions of stock from investors in exchange for
Shares of the Fund. The Fund discontinued offering Shares on October 22, 1999 and, while the Fund
is not prohibited from doing so, no future offering is anticipated. As of December 31, 2009, the
Fund had net assets of approximately $652.7 million.
Structure of the Fund. The Fund is structured to provide tax-free diversification and tax-sensitive
investment management to Shareholders. To meet the objective of tax-free diversification, the Fund
must satisfy specific requirements of the Internal Revenue Code of 1986, as amended (the Code). In
order for the contributions of appreciated stock to the Fund by Shareholders to be nontaxable, not
more than 80% of the Funds assets (calculated in the manner prescribed) may consist of stocks and
securities as defined in the Code. To meet this requirement, the Fund normally invests at least
20% of its assets as so determined in certain real estate investments (see The Funds Real Estate
Investments below). The Fund invests up to 80% of its assets in a diversified portfolio of common
stocks (see The Funds Investment in Belvedere Capital Fund Company LLC and Tax-Managed Growth
Portfolio below). The Fund may also invest cash on a temporary basis in short-term instruments
including in an investment company or a pooled investment vehicle advised by an affiliate of Eaton
Vance (the EV money market funds). The Fund acquires its real estate investments with borrowed
funds, as described below under Fund Borrowings. See Appendix A for a chart detailing the
investment structure of the Fund.
In its investment program, the Fund balances investment considerations and tax considerations, and
takes into account the taxes payable by Shareholders on allocated investment income and realized
capital gains. See The Funds Investment in Belvedere Capital Fund Company LLC and Tax-Managed
Growth Portfolio below.
There is no trading market for the Funds Shares. As described further under Redemption of Fund
Shares in Item 5(a), Fund Shares generally may be redeemed on any business day. The Fund satisfies
redemption requests principally by distributing securities, but may also distribute cash. The value
of securities and cash distributed to satisfy a redemption will equal the net asset value of the
number of Shares redeemed. Under most circumstances, a redemption from the Fund that is met by
distributing securities as described herein will not result in the recognition of capital gains by
the Fund or by the redeeming Shareholder. The redeeming Shareholder would generally recognize
capital gains upon the sale of the securities received upon the redemption.
The Fund intends to distribute at the end of each year, or shortly thereafter, an amount
approximately equal to the taxes payable on its net investment income allocated to Shareholders.
Prior to December 31, 2009, the Fund had distributed all of its net investment income to
Shareholders. The Fund also intends to make annual capital gain distributions to such Shareholders
equal to approximately 18% of the amount of its net realized capital gains, if any, other than
certain precontribution gains. The Funds distributions generally are based on determinations of
net investment income and net realized capital gains for federal income tax purposes. Such amounts
may differ from net investment income or loss and net realized gain or loss as set forth in the
Funds consolidated financial statements due to differences in the treatment of various income,
gain, loss, expense and other items for federal income tax purposes and under generally accepted
accounting principles (GAAP). See Note 2 to the Funds consolidated financial statements. The Fund
intends to pay any distributions on the last business day of each fiscal year of the Fund (which
concludes on December 31) or shortly thereafter. See Distributions in Item 5(c).
Fund Management. The manager of the Fund is Eaton Vance, a Massachusetts business trust registered
as an investment adviser under the Investment Advisers Act of 1940, as amended (the Advisers Act).
Eaton Vance and its subsidiary, Boston Management and Research (Boston Management), provide
management and advisory services to the Fund, its real estate subsidiary and the investment
portfolio in which the Fund invests. Boston Management is also registered as an investment adviser
under the Advisers Act. Eaton Vance and Boston Management provide advisory, administration and/or
management services to over 150 investment companies, as well as separate accounts managed for
individual and institutional investors. As of December 31, 2009, Eaton Vance and its affiliates
managed over $160 billion on behalf of clients. The fees payable to the Eaton Vance organization,
as well as other fees payable by the Fund, are described in Item
5
13. The Eaton Vance organization is subject to certain conflicts of interest in providing services
to the Fund, its subsidiaries and the investment portfolio in which the Fund invests. See The
Eaton Vance Organization Conflicts of Interest below.
The Funds Offering. Shares of the Fund were privately offered and sold only to accredited
investors as defined in Rule 501(a) under the Securities Act of 1933, as amended (the Securities
Act), who were qualified purchasers (as defined in Section 2(a)(51)(A) of the Investment Company
Act of 1940, as amended (the 1940 Act)). The offering was conducted by Eaton Vance Distributors,
Inc. (EV Distributors), an affiliate of Eaton Vance, as placement agent and by certain subagents
appointed by EV Distributors. The Shares were offered and sold in reliance upon an exemption from
registration provided by Rule 506 under the Securities Act. The Fund issued Shares to Shareholders
at closings taking place on November 24, 1998, February 23, 1999, April 29, 1999, July 28, 1999,
September 7, 1999, September 29, 1999 and October 22, 1999. At the seven closings, an aggregate of
33,519,482 Shares were issued in exchange for Shareholder contributions totaling approximately $3.6
billion.
The Fund is registered under the Act and files periodic reports (such as reports on Form 10-Q and
Form 10-K) thereunder. Copies of the reports filed by the Fund are available: at the public
reference room of the Securities and Exchange Commission (SEC) in Washington, DC (call
1-202-551-8690 for information on the operation of the public reference room); on the EDGAR
Database on the SECs Internet site (http://www.sec.gov); or, upon payment of copying fees, by
writing to the SECs public reference section, 100 F Street, NE, Washington, DC 20549-0102, or by
electronic mail at publicinfo@sec.gov. The Fund does not have a website. The Fund intends to
provide Shareholders with an annual and semiannual report containing the Funds consolidated
financial statements, audited by the Funds independent registered public accounting firm in the
case of the annual report.
The Funds Investment in Belvedere Capital Fund Company LLC and Tax-Managed Growth Portfolio. At
each Fund closing, all of the securities accepted for contribution to the Fund were contributed by
the Fund to Belvedere Capital Fund Company LLC (Belvedere Company), a Massachusetts limited
liability company, in exchange for shares of Belvedere Company. Belvedere Company, in turn,
immediately thereafter contributed the securities received from the Fund to Tax-Managed Growth
Portfolio (the Portfolio) in exchange for an interest in the Portfolio. The Portfolio is a
diversified, open-end management investment company registered under the 1940 Act with net assets
of approximately $9.5 billion as of December 31, 2009. As of December 31, 2009, the Funds
investment in the Portfolio through Belvedere Company had a value of approximately $705.4 million
(equal to approximately 82.7% of the Funds total assets on a consolidated basis).
Belvedere Company. Belvedere Company was organized in 1997 by Eaton Vance to offer tax-free
diversification and tax-sensitive investment management to certain qualified investors who
contributed diversified portfolios of equity securities. As of December 31, 2009, the investment
assets of Belvedere Company consisted exclusively of an interest in the Portfolio with a value of
approximately $6.7 billion. As of such date, the Fund owned approximately 10.5% of Belvedere
Companys outstanding shares. As of December 31, 2009, the other investors in Belvedere Company
included eleven other investment funds sponsored by the Eaton Vance organization (investment fund
investors), as well as qualified individual investors who acquired shares of Belvedere Company in
exchange for portfolios of acceptable securities (non-investment fund investors).
Belvedere Company considers for acceptance equity securities that (i) are listed on the New York
Stock Exchange (NYSE), the NYSE Amex, the NASDAQ Global or Global Select Market (NASDAQ) or a major
foreign exchange, (ii) had a trading price during the last twelve months of at least $10.00 per
share and (iii) are issued by issuers having an equity market capitalization of at least $500
million. Because Belvedere Company only accepts contributions of diversified baskets of securities
(as described below), it is not subject to the requirement that not more than 80% of its assets
consist of stocks and securities as defined in the Code. For investors that own a diversified
basket of securities, investing in Belvedere Company (rather than in the Fund) avoids the costs and
risks of investing in real estate and the associated financial leverage to which the Fund is
subject. See Risks of Real Estate Investments and Risks of Leverage in Item 7A(b).
Belvedere Company provides a vehicle through which investment fund and non-investment fund
investors contributing a diversified basket of securities can acquire an indirect interest in the
Portfolio. A diversified basket of securities means a group of securities that is diversified
such that not more than 25% of the value of the securities are investments in the securities of any
one issuer and not more than 50% of the value of the securities are investments in the securities
of five or fewer issuers. The securities contributed to Belvedere Company at each Fund closing
constituted a diversified basket of securities. Because the Fund is required to hold a percentage
of its investments in non-Portfolio assets in order to meet
6
certain tax requirements (see Structure of the Fund above and The Funds Real Estate
Investments below), it does not satisfy the conditions of the 1940 Act for investing directly in
the Portfolio.
The Portfolio. The Portfolio was organized in 1995 by Eaton Vance as the successor to the
investment operations of Eaton Vance Tax-Managed Growth Fund 1.0 (Tax-Managed Growth 1.0), a mutual
fund established in 1966 by Eaton Vance and managed from inception for long-term, after-tax
returns. As of December 31, 2009, investors in the Portfolio included six investors in addition to
Belvedere Company and Tax-Managed Growth 1.0, each of which acquired or is acquiring on a
continuous basis interests in the Portfolio with cash. All investors in the Portfolio are sponsored
by or affiliated with Eaton Vance. As of December 31, 2009, Belvedere Company owned approximately
70.7% of the Portfolios net assets.
The Fund invests in the Portfolio (on an indirect basis through Belvedere Company) because it is a
well-established investment portfolio that has an investment objective and policies that are
compatible to those of the Fund. Investing in the Portfolio enables the Fund to participate in a
substantially larger and more diversified investment portfolio than it could achieve by managing
the contributed securities directly. The audited financial statements of the Portfolio for the year
ending December 31, 2009 are included beginning on page 68 of this Annual Report on Form 10-K.
The Portfolios audited financial statements include information about the assets and liabilities
of the Portfolio, including Portfolio income and expenses. For a discussion of the Portfolios
performance for the year ending December 31, 2009, see Performance of the Portfolio in Item 7(a).
For a description of the investment advisory fee payable by the Portfolio, see The Portfolios
Investment Advisory Fee in Item 13.
The Portfolios Investment Objective and Policies. The investment objective of the Portfolio is to
achieve long-term, after-tax returns for its investors by investing in a diversified portfolio of
equity securities. The Portfolio invests primarily in common stocks of domestic and foreign growth
companies that are considered by its investment adviser to be high in quality and attractive in
their long-term investment prospects. The Portfolio seeks to invest in a broadly diversified
portfolio of stocks and to invest primarily in established companies with characteristics of
above-average growth, predictability and stability that are acquired with the expectation of being
held for a period of years. Under normal market conditions, the Portfolio invests primarily in
common stocks. The Portfolio has acquired securities through contributions from Belvedere Company,
Tax-Managed Growth 1.0 and Eaton Vance Tax-Managed Growth Fund 1.1, and through purchases of
securities with cash invested in the Portfolio by certain of these and other investors.
Although the Portfolio may, in addition to investing in common stocks, invest in investment-grade
preferred stocks and debt securities, purchases of such securities are normally limited to
securities convertible into common stocks and temporary investments in short-term notes and
government obligations. During periods in which the investment adviser to the Portfolio believes
that returns on common stock investments may be unfavorable, the Portfolio may invest a significant
portion of its assets in U.S. government obligations and high quality short-term notes, including
such investments held through EV money market funds. The Portfolios holdings represent a number of
different industries. Not more than 25% of the Portfolios assets may be invested in the securities
of issuers having their principal business activity in the same industry, determined as of the time
of acquisition of any such securities.
The Portfolios Tax-Sensitive Management Strategies. In its operations, the Portfolio seeks to
achieve long-term, after-tax returns in part by minimizing the taxes incurred by investors in the
Portfolio in connection with the Portfolios investment income and realized capital gains. Taxes on
investment income are minimized by investing primarily in lower-yielding securities and stocks that
pay dividends that qualify for favorable federal tax treatment. Taxes on realized capital gains are
minimized by minimizing the sale of securities holdings with large accumulated capital gains. The
Portfolio generally seeks to avoid net realized short-term capital gains.
When the Portfolio decides to sell a particular appreciated security, the Portfolio will select for
sale the share lots resulting in the most favorable tax treatment, generally those with holding
periods sufficient to qualify for long-term capital gain treatment that have the highest cost
basis. The Portfolio may, when deemed prudent by its investment adviser, sell securities to realize
capital losses that can be used to offset realized gains. While the Portfolio generally retains the
securities contributed to the Portfolio by Belvedere Company, the Portfolio has the flexibility to
sell contributed securities. Securities acquired by the Portfolio with cash may be sold in
accordance with its management strategies. In lieu of selling a security, the Portfolio may hedge
its exposure to that security by using the techniques described below. The Portfolio also disposes
of appreciated securities through its practice of settling redemptions by investors in the
Portfolio that contributed securities primarily by distributing securities as described in Item
5(a) under Redemption of Fund Shares. The Portfolio may also settle redemptions by investors with
distributions of securities upon request. As described in Item 5(a), settling redemptions with
appreciated securities can result in certain tax benefits to the Portfolio, Belvedere Company, the
Fund and the redeeming Shareholder.
7
To reduce its exposure to adverse price movements in individual securities or groups of securities
holdings with large accumulated gains, the Portfolio may use various investment techniques,
including, but not limited to, the purchase or sale of futures contracts on stocks and stock
indexes and options thereon, the purchase of put options and sale of call options on securities
held, covered short sales (on individual securities held or an index or basket securities whose
constituents are held in whole or in part), equity collars, equity swap agreements, forward sales
of stocks, and the purchase and sale of forward currency exchange contracts and currency options.
By using these techniques rather than selling such securities, the Portfolio can, within certain
limits, reduce its exposure to price declines in the securities without realizing substantial
capital gains under current tax law.
The Portfolios ability to utilize covered short sales, certain equity swaps, forward sales,
futures contracts and certain equity collar strategies as a tax-efficient management technique with
respect to holdings of appreciated securities is limited to circumstances in which the hedging
transaction is closed out within 30 days after the end of the Portfolios taxable year in which the
hedging transaction was initiated and the underlying appreciated securities position is held
unhedged for at least the next 60 days after such hedging transaction is closed. In addition,
dividends received on stock for which the Portfolio is obligated to make related payments (pursuant
to a short sale or otherwise) with respect to positions in substantially similar or related
property are subject to federal income tax at ordinary rates and do not qualify for favorable tax
treatment. Also, the holding periods required to receive tax-advantaged treatment of qualified
dividends on a stock are suspended whenever the Portfolio has an option (other than a qualified
covered call option not in the money when written) or contractual obligation to sell or an open
short sale of substantially identical stock, is the grantor of an option (other than a qualified
covered call option not in the money when written) to buy substantially identical stock or has
diminished risk of loss in such stock by holding positions with respect to substantially similar or
related property. The use of these investment techniques may require the Portfolio to commit or
make available cash and, therefore, may not be available at such times as the Portfolio has limited
holdings of cash. The Portfolio did not employ any of the techniques described above on securities
holdings during the year ending December 31, 2009. See Risks of Certain Investment Techniques in
Item 7A(b).
The Funds Real Estate Investments. Separate from its investment in the Portfolio through Belvedere
Company, the Fund invests in certain real estate investments through Belcrest Realty Corporation
(Belcrest Realty). The ownership structure of Belcrest Realty is described below under
Organization of Belcrest Realty. As referred to above under Fund Overview Structure of the
Fund, the Fund invests in real estate investments to satisfy certain requirements of the Code for
contributions of appreciated stocks to the Fund by Shareholders to be nontaxable. As of December
31, 2009, the real estate investments of Belcrest Realty totaled approximately $144.2 million and
represented 16.9% of the Funds total assets. The Fund acquires its real estate investments with
borrowed funds, as described below under Fund Borrowings. The Fund seeks a return on its real
estate investments over the long term that exceeds the cost of the borrowings incurred to acquire
such investments. For a description of material real estate investment transactions during the year
ending December 31, 2009, see Performance of Real Estate Investments in Item 7(a).
At December 31, 2009, Belcrest Realty held investments in: two real estate joint ventures (Real
Estate Joint Ventures), Allagash Property Trust (Allagash) and Lafayette Real Estate LLC
(Lafayette), in which Belcrest Realty owns a majority economic interest; a tenancy-in-common
interest in real property (Co-owned Property), Bel Stamford I LLC (Bel Stamford I); and a portfolio
of preferred equity interests in real estate operating partnerships (Partnership Preference Units)
affiliated with publicly traded real estate investment trusts (REITs). Certain of the Partnership
Preference Units are held indirectly through Bel Holdings LLC (Bel Holdings). Bel Holdings is a
Delaware limited liability company formed in 2003 and treated as a partnership for tax purposes. At
December 31, 2009, Bel Holdings sole investment was Partnership Preference Units issued by Vornado
Realty L.P. At December 31, 2009, Belcrest Realty owned 15% of Bel Holdings outstanding units.
Information included herein about Belcrest Realtys Partnership Preference Units includes the
Partnership
Preference Units held directly through Belcrest Realty and indirectly through Bel Holdings. As of
December 31, 2009, approximately 50.3% of the real estate investments of the Fund consisted of its
investments in Real Estate Joint Ventures, approximately 1.6% was the investment in Co-owned
Property and approximately 48.1% was investments in Partnership Preference Units.
In the future, Belcrest Realty may invest in other types of real estate investments, including one
or more wholly owned real properties (Wholly Owned Property) and other real property investments
held directly or indirectly through affiliates. Real Estate Joint Ventures, Co-owned Property and
Wholly Owned Property are sometimes referred to herein as Subsidiary Real Estate Investments.
Belcrest Realty may purchase real estate investments from, and sell them to, real estate investment
affiliates of other investment funds advised by Boston Management. See Certain Real Estate
Investment Transactions in Item 13.
8
Boston Management serves as manager of Belcrest Realty. In that capacity, Boston Management manages
the investment and reinvestment of Belcrest Realtys assets and administers its affairs. See
Belcrest Realtys Management Fee in Item 13 for a description of the management fee payable by
Belcrest Realty to Boston Management.
Real Estate Joint Venture Investments. At December 31, 2009, Belcrest Realty owned a majority
economic interest in the Real Estate Joint Ventures, Allagash and Lafayette.
A board of trustees or managers controls the business of each Real Estate Joint Venture. Each of
Belcrest Realty and the unaffiliated minority investor of the Real Estate Joint Venture (the
Operating Partner) has representation on the board and the unanimous consent of the board is
required for all major decisions (which include such actions as: (i) capital transactions (i.e.,
acquisitions, dispositions or financings); (ii) organizational events (i.e., mergers or
liquidation); and (iii) operating plans (i.e., annual budgets)). The board of each Real Estate
Joint Venture has delegated the day-to-day administration of the Real Estate Joint Venture and the
day-to-day management of its real properties to the Operating Partner. Through its control of the
day-to-day operations of the Real Estate Joint Venture and its properties, as well as its required
consent to all major decisions affecting the Real Estate Joint Venture, each Operating Partner has
significant participating rights and responsibilities with respect to the Real Estate Joint
Venture. Each Operating Partner receives management-related fees from the Real Estate Joint
Ventures and, in addition, is reimbursed for certain payroll and other direct expenses incurred.
At December 31, 2009, the assets of Allagash and Lafayette consisted of 19 industrial distribution
and related properties located in seven states (Florida, New Jersey, New York, North Carolina,
Ohio, Pennsylvania and South Carolina) and 12 office properties located in one state (Virginia),
respectively. At December 31, 2009, the average occupancy rate of the properties owned by Allagash
and Lafayette was approximately 92% and 95%, respectively. The properties held by each Real Estate
Joint Venture were acquired from or in conjunction with the Operating Partner thereof.
Distributable cash flows from operations of each Real Estate Joint Venture are allocated per each
Real Estate Joint Venture agreement in a manner that provides Belcrest Realty: 1) a priority with
respect to a fixed annual preferred return; and 2) participation on a pro rata or reduced basis in
distributable cash flows in excess of the annual preferred return of Belcrest Realty and the
subordinated preferred return of each Operating Partner. Distributable cash flows from dispositions
of real properties or liquidation of each Real Estate Joint Venture are allocated on a pro rated
basis up until the return of Belcrest Realty and each Operating Partners contributed capital with
any excess allocated in a manner similar to that of cash flows from operations.
Financing for the Real Estate Joint Ventures consists primarily of fixed-rate mortgage notes
secured by the real properties held by each Real Estate Joint Venture that are without recourse to
Fund Shareholders and generally without recourse to Belcrest Realty and the Fund, as described
under Risks of Real Estate Investments in Item 7A(b). Allagashs mortgage notes mature in May
2012 and Lafayettes mortgage notes mature in December 2019 and January 2020. Both Belcrest Realty
and each Operating Partner invested equity in the Real Estate Joint Ventures. Belcrest Realtys
equity in the Real Estate Joint Ventures was acquired using the proceeds of Fund borrowings.
Each Operating Partner of the Real Estate Joint Ventures also serves as an operating partner of
other Real Estate Joint Ventures in which real estate investment affiliates of other investment
funds advised by Boston Management hold a majority economic interest. The persons serving as
trustees or managers of the Real Estate Joint Ventures on behalf of Belcrest Realty are employees
or affiliates of Boston Management. See Directors, Executive Officers and Corporate Governance in
Item 10. No director of Belcrest Realty or trustee or manager of the Real Estate Joint Ventures is
a Shareholder of the Fund. No company in the Eaton Vance organization has a material financial
interest in the Real Estate Joint Ventures.
The Operating Partner of Allagash is ProLogis, a publicly owned REIT. Common shares of ProLogis are
traded on the NYSE under the symbol PLD. Pursuant to an agreement with ProLogis, Allagash may be
liquidated at any time upon unanimous consent of the board or after August 4, 2012 by either
Belcrest Realty or ProLogis.
The Operating Partner of Lafayette is Duke Realty Limited Partnership (Duke), a subsidiary of Duke
Realty Corporation. Duke Realty Corporation is a publicly owned REIT traded on the NYSE under the
symbol DRE. Pursuant to an agreement with Duke, Lafayette may be liquidated at any time upon the
unanimous consent of the board or after December 5, 2016 by either Belcrest Realty or Duke.
The sale to Belcrest Realty by an Operating Partner of its interest in a Real Estate Joint Venture
would not affect the REIT qualification of the Real Estate Joint Venture. If Belcrest Realty were
to dispose of its interest in a Real Estate Joint
9
Venture pursuant to a liquidation agreement or otherwise, it may acquire an interest in a different
real estate investment to replace the investment sold.
Co-owned Property. At December 31, 2009, Belcrest Realty owned Co-owned Property through its
subsidiary, Bel Stamford I. Bel Stamford I owns a 10% tenancy-in-common interest in an office
property located in Connecticut. The other investors in the Co-owned Property are real estate
investment affiliates of other investment funds advised by Boston Management. The Co-owned Property
is financed through a fixed-rate mortgage note secured by the real property held by Bel Stamford I
that is without recourse to Fund Shareholders and generally without recourse to Belcrest Realty and
the Fund as described under Risks of Real Estate Investments in Item 7A(b). Belcrest Realtys
equity in the Co-owned Property was acquired using the proceeds of Fund borrowings.
The Bel Stamford I property is leased on a net basis through December 2017 (with the option to
extend the lease for eight option periods of five years each) to a single tenant that is obligated
to make specified rental payments and to bear all costs and expenses associated with the operation
and maintenance of the property, including real estate taxes, repairs and insurance.
Partnership Preference Units. At December 31, 2009, Belcrest Realty held investments in Partnership
Preference Units. The assets of the partnerships that issued the Partnership Preference Units owned
by Belcrest Realty consisted primarily of direct or indirect ownership interests in real
properties, including manufactured home communities, office and industrial properties, self-storage
facilities, shopping centers and multifamily properties. The Partnership Preference Units owned by
Belcrest Realty as of December 31, 2009 are listed in Item 7A(a) and in the consolidated portfolio
of investments included in the Funds consolidated financial statements, which begin on page 41 of
this Annual Report on Form 10-K. Eaton Vance is not involved in the management or operation of the
real estate operating partnerships that issued the Partnership Preference Units owned by Belcrest
Realty.
The Partnership Preference Units held by Belcrest Realty were issued by partnerships that are not
publicly traded partnerships within the meaning of Code Section 7704(b). The Partnership Preference
Units are perpetual life instruments (subject to call provisions) and are not, by their terms,
readily convertible or exchangeable into cash or securities of an affiliated public company. The
Partnership Preference Units are not rated by a nationally recognized rating agency, and such
interests may not be as high in quality as issues that are rated investment grade.
Each issue of Partnership Preference Units held by Belcrest Realty normally pays regular quarterly
distributions at fixed rates from the net profits or gross income of the issuing partnership, with
preferential rights over common and other subordinated units. None of the Partnership Preference
Units is or will be registered under the Securities Act and each issue is thus subject to
restrictions on transfer.
Organization of Belcrest Realty. Belcrest Realty operates in such a manner as to qualify for
taxation as a REIT under the Code. As a REIT, Belcrest Realty generally is not subject to federal
income tax on that portion of its ordinary income or taxable gain that is distributed to
stockholders each year. The Fund owns 100% of the common stock issued by Belcrest Realty, and
intends to hold all of the common stock at all times.
Belcrest Realty also has issued preferred shares to satisfy certain provisions of the Code, which
require that a REIT be beneficially owned in the aggregate by 100 or more persons. The preferred
shares of Belcrest Realty are owned by not less than 100 charitable organizations that received the
preferred shares as gifts. Each charitable organization that received a preferred share was an
accredited investor (as defined in the Securities Act) with total assets in excess of $5 million
at the time the organization received the preferred shares. Eaton Vance selected the charitable
organizations from the charities for which it has matched employee contributions and/or based on
suggestions from its employees. As of December 31, 2009, the total value of the preferred shares
outstanding of Belcrest Realty was $210,000. Dividends on preferred shares are cumulative and
payable annually at a dividend rate of 8%. The dividends paid on preferred shares have priority
over payments on common shares. For the year ending December 31, 2009, Belcrest Realty paid
distributions to preferred shareholders in the amount of $16,800.
Fund Borrowings. The Fund has entered into credit arrangements with Dresdner Kleinwort Holdings I,
Inc. (the DKH Credit Facility) and Merrill Lynch Mortgage Capital, Inc. (the Merrill Lynch Credit
Facility) (collectively, the Credit Facility) to finance its real estate investments and to pay
selling commissions and the Funds organizational expenses, as well as to provide for any ongoing
liquidity needs of the Fund. The Credit Facility is secured by a pledge of the Funds assets,
excluding the Funds investment in and the assets of the Subsidiary Real Estate Investments. At
December 31, 2009, the total principal amount outstanding under the Credit Facility was $194.5
million.
10
The DKH Credit Facility is a term credit arrangement. Borrowings under the DKH Credit Facility
accrue interest at a rate of the one-month London Interbank Offered Rate (LIBOR) plus 0.30% per
annum. As of December 31, 2009, outstanding borrowings under the DKH Credit Facility totaled $194.5
million.
The Merrill Lynch Credit Facility is a revolving credit arrangement. The Fund may borrow up to
$33.0 million under the Merrill Lynch Credit Facility. Borrowings under the Merrill Lynch Credit
Facility accrue interest at a rate of the one-month LIBOR plus 0.38% per annum. As of December 31,
2009, there were no outstanding borrowings under the Merrill Lynch Credit Facility. The unused loan
commitment amount totaled $33.0 million as of December 31, 2009. A commitment fee of 0.10% per
annum is paid on the unused commitment amount.
Any increase in the size of the Credit Facility will be subject to lender consent and may result in
a change to the terms of the DKH Credit Facility and/or the Merrill Lynch Credit Facility including
to the interest rates and fees paid thereunder.
On December 21, 2009, the Fund entered into a credit arrangement with Bank of America (the New
Credit Facility) to refinance the existing Credit Facility on or before April 1, 2010 (the
Refinancing Date). On the Refinancing Date, the Fund will borrow under the New Credit Facility to
repay and terminate the Credit Facility. Under the New Credit Facility, the Fund may borrow to
finance its real estate investments, pay ordinary course Fund expenses and provide for ongoing
liquidity needs of the Fund. All Fund borrowings under the New Credit Facility will be secured by a
pledge of the Funds assets, excluding the Funds real estate investments.
Obligations under the Credit Facility and the New Credit Facility are without recourse to Fund
Shareholders. As described above, financing for the Subsidiary Real Estate Investments consists
primarily of fixed-rate mortgage notes secured by the real properties held by the Subsidiary Real
Estate Investments that are without recourse to Fund Shareholders and generally without recourse to
Belcrest Realty and the Fund. See Risks of Real Estate Investments in Item 7A(b).
Interest Rate Swap Agreements. The Fund has entered into interest rate swap agreements with Merrill
Lynch Capital Services, Inc. (MLCS) to fix the cost of a portion of its borrowings under the Credit
Facility. Pursuant to the agreements, the Fund makes periodic payments to the counterparty at
predetermined fixed rates in exchange for floating rate payments that fluctuate with the one-month
LIBOR. The interest rate swap agreements currently in effect extend until July 10, 2015, subject to
the Funds earlier termination rights in the case of certain swaps, and provide for the Fund to
make payments to MLCS at fixed rates averaging 4.09%. The variable floating rate payments from MLCS
were 0.53% on December 31, 2009. See Note 10 to the Funds consolidated financial statements
beginning on page 41 of this Annual Report on Form 10-K.
The Eaton Vance Organization. The Eaton Vance organization sponsors the Fund. Eaton Vance serves as
the Funds manager. Boston Management serves as the Funds investment adviser and as manager of
Belcrest Realty. EV Distributors served as the Funds placement agent. The Funds business affairs
are conducted by Eaton Vance (as its manager) and its investment operations are conducted by Boston
Management (as its investment adviser). The Funds officers are employees of Eaton Vance. Eaton
Vance, Boston Management and EV Distributors are wholly owned subsidiaries of Eaton Vance Corp., a
publicly traded holding company that, through its affiliates and subsidiaries, engages primarily in
investment management, administration and marketing activities.
As described above, the Fund pursues its objective primarily by investing in Belvedere Company.
Belvedere Company invests exclusively in the Portfolio. Boston Management acts as investment
adviser of the Portfolio and manager of Belvedere Company. EV Distributors acts as placement agent
for Belvedere Company and the Portfolio. As of December 31, 2009, the assets of the Fund
represented approximately 0.52% of assets under management by Eaton Vance and its affiliates. The
offices of the Fund, Eaton Vance, Boston Management and EV Distributors are located at Two
International Place, Boston, Massachusetts 02110.
Conflicts of Interest. Boston Management and other Eaton Vance affiliates are subject to certain
conflicts of interest in their dealings with the Fund, Belcrest Realty, Belvedere Company and the
Portfolio, as well as with other investment companies advised by Boston Management that invest in
the Portfolio. Eaton Vance and Boston Management have determined and will determine which of their
sponsored investment companies invest in the Portfolio, the securities each of them contributes to
the Portfolio when making an investment therein and, subject to the rights of redeeming investors
in the Portfolio, the securities and/or cash received in redemptions from the Portfolio. Such
determinations are inherently subject to potential conflicts of interest. In addition, Portfolio
management activities with respect to securities contributed to the Portfolio may have different
tax consequences for the contributing investor in the Portfolio than for other investors in the
Portfolio. Gains and losses on sales of other securities may also be allocated disproportionately.
Boston Management
11
manages the Portfolio in pursuit of long-term, after-tax returns for all investors in the Portfolio
and, with respect to contributed securities, takes into account the tax position of the
contributing investor in the Portfolio. Whenever conflicts of interest arise, Eaton Vance, Boston
Management and other Eaton Vance affiliates will endeavor to exercise their discretion in a manner
that they believe is equitable to all interested persons.
Belcrest Realty may purchase real estate investments from real estate investment affiliates of
other investment funds advised by Boston Management. Belcrest Realty may also co-invest with such
entities in real estate investments and sell real estate investments to such entities. In any such
transaction, the assets purchased and sold will be valued in good faith by Boston Management, after
consideration of factors, data and information that Boston Management considers relevant.
Transaction prices generally will include an allocation of the original costs incurred in creating
and acquiring the transferred real estate investments. Real estate investments are often difficult
to value and others could in good faith arrive at valuations different from those of Boston
Management. See Critical Accounting Estimates in Item 7(e).
Item 1A. Risk Factors.
The Fund invests primarily in a diversified portfolio of common stocks and is thereby subject to
general stock market risk. There can be no assurance that the performance of the Fund will match
that of the U.S. stock market or that of other equity funds. In managing the Portfolio for
long-term, after-tax returns, Boston Management generally seeks to avoid or minimize sales of
securities with large accumulated capital gains, including contributed securities. Such securities
constitute a substantial portion of the assets of the Portfolio. Although the Portfolio may utilize
certain management strategies in lieu of selling appreciated securities, the Portfolios, and hence
the Funds, exposure to losses during stock market declines may nonetheless be higher than funds
that do not follow a general policy of avoiding sales of highly appreciated securities. The Fund is
also subject to risks associated with real estate investments and certain other risks, which are
described under Qualitative Information About Market Risk in Item 7A(b).
Item 1B. Unresolved Staff Comments.
None.
Item 2. Properties.
The Fund does not own any physical properties, other than indirectly through Belcrest Realtys
investments as described in The Funds Real Estate Investments in Item 1 above.
Item 3. Legal Proceedings.
Although in the ordinary course of business the Fund and its subsidiaries may become involved in
legal proceedings, the Fund is not aware of any material pending legal proceedings to which they
are subject.
Item 4. Reserved.
12
PART II
Item 5. Determining Net Asset Value, Market for Fund Shares, Related Shareholder Matters and Issuer
Purchases of Equity Securities.
This Item and other Items in this report contain summaries of certain provisions contained in the
Amended and Restated Operating Agreement of the Fund as amended from time to time (the LLC
Agreement). The LLC Agreement and all amendments thereto have been filed as exhibits to the Funds
registration statement on Form 10 and/or periodic reports on Forms 10-Q and 10-K. All such
summaries are qualified in their entirety by the actual provisions of the LLC Agreement, which are
incorporated by reference herein.
(a) Market Information, Restrictions on Transfers and Redemption of Shares.
Transfers of Fund Shares. There is no established public trading market for the Shares of the Fund.
Other than transfers to the Fund in a redemption, transfers of Shares are expressly prohibited by
the LLC Agreement without the consent of Eaton Vance. Eaton Vances consent to a transfer may be
withheld in its sole discretion for any reason or for no reason.
The Shares have not been and will not be registered under the Securities Act, and may not be resold
unless an exemption from such registration is available. Shareholders have no right to require
registration of the Shares and the Fund does not intend to register the Shares under the Securities
Act or take any action to cause an exemption (whether pursuant to Rule 144 of the Securities Act or
otherwise) to be available.
The Fund is not and will not be registered under the 1940 Act, and no transfer of Shares may be
made if, as determined by Eaton Vance or counsel to the Fund, such transfer would result in the
Fund being required to be registered under the 1940 Act. In addition, no transfer of Shares may be
made unless, in the opinion of counsel to the Fund, such transfer would not result in termination
of the Fund for purposes of Section 708 of the Code or result in the classification of the Fund as
an association or a publicly traded partnership taxable as a corporation under the Code.
In no event shall all or any part of a Shareholders Shares be assigned to a minor or an
incompetent, unless in trust for the benefit of such person. Shares may be sold, transferred,
assigned or otherwise disposed of by a Shareholder only if it is determined by Eaton Vance or
counsel to the Fund that such transfer, assignment or disposition would not violate federal
securities or state securities or blue sky laws (including investor qualification standards).
There are no outstanding options or warrants to purchase, or securities convertible into, Shares of
the Fund. Shares of the Fund cannot be sold pursuant to Rule 144 under the Securities Act, and the
Fund does not propose to publicly offer any of its Shares at any time.
Redemption of Fund Shares. Shares of the Fund may generally be redeemed on any business day. The
redemption price will be based on the net asset value next computed after receipt by the Fund of a
written redemption request from a Shareholder, including a proper form of signature guarantee and
such other documentation the Fund and the transfer agent may then require. The Fund may, at its
discretion, accept redemption requests submitted by facsimile transmission, although an original
letter of instruction and supporting documents must be delivered before proceeds are delivered.
Once accepted, a redemption request may not be revoked without the consent of the Fund. Settlement
of redemptions will ordinarily occur within five business days of receipt by the Funds transfer
agent of the original redemption request in good order, and (if applicable) promptly following
registration and processing of stock certificates by the transfer agent of the issuer of the
distributed securities. The right to redeem is available to all Shareholders and all outstanding
Fund Shares generally are eligible for redemption. During each month in the quarter ending December
31, 2009, the total number of Shares redeemed and the average price paid per Share were as follows:
Total No. of Shares | Average Price Paid | |||||||
Month Ending | Redeemed(1) | Per Share | ||||||
October |
395,122.985 | $ | 76.15 | |||||
November |
256,111.306 | $ | 78.00 | |||||
December |
274,415.661 | $ | 79.28 | |||||
Total |
925,649.952 | $ | 78.39 |
(1) | All Shares redeemed during the periods were redeemed at the option of Shareholders pursuant to the Funds redemption policy. The Fund has not announced any plans or programs to repurchase Shares other than at the option of Shareholders. |
13
The Fund satisfies redemption requests principally by distributing securities drawn from the
Portfolio, but may also distribute cash. If requested by a redeeming Shareholder, the Fund will
satisfy a redemption request by distributing securities that were contributed by the redeeming
Shareholder, provided that such securities are held in the Portfolio at the time of redemption.
Under most circumstances, a redemption from the Fund that is settled with securities as described
herein will not result in the recognition of capital gains by the Fund or by the redeeming
Shareholder. The redeeming Shareholder will generally recognize capital gains upon the sale of the
securities received through redemption. If a redeeming Shareholder receives cash in addition to
securities to settle a redemption, the amount of cash received will be taxable to the Shareholder
to the extent it exceeds such Shareholders tax basis in Fund Shares. Shareholders should consult
their tax advisors about the tax consequences of redeeming Fund Shares.
Securities contributed by a Shareholder may be distributed to other Shareholders in the Fund (or to
other investors in Belvedere Company or the Portfolio) after a holding period of at least seven
years and, if so distributed, would not be available to meet subsequent redemption requests made by
the contributing Shareholder.
If requested by a redeeming Shareholder making a redemption of at least $1 million, the Fund will
generally distribute to the redeeming Shareholder a diversified basket of securities representing a
range of industry groups that is drawn from the Portfolio. The selection of individual securities
will be made by Boston Management in its sole discretion. No interests in Subsidiary Real Estate
Investments, Partnership Preference Units or other real property investments will be distributed to
meet a redemption request, and restricted securities will be distributed only to the Shareholder
who contributed such securities or such Shareholders successor in interest. The Fund will not
provide a redeeming Shareholder with a diversified basket of securities if such a distribution is
expected to cause, directly or indirectly, any other Shareholder, any investor in Belvedere Company
or any investor in the Portfolio to realize taxable gain.
Other than as set forth above, the allocation of each redemption between securities and cash and
the selection of securities to be distributed will be at the sole discretion of Boston Management.
Distributed securities may include securities contributed by Shareholders as well as other readily
marketable securities held in the Portfolio. One or more foreign securities may be distributed to
settle a redemption. The value of securities and cash distributed to meet a redemption will equal
the net asset value of the number of Shares being redeemed. The Funds Credit Facility prohibits
the Fund from honoring redemption requests while there is an event of default outstanding under the
Credit Facility.
The Fund may compulsorily redeem all or a portion of the Shares of a Shareholder if the Fund has
determined that such redemption is necessary or appropriate to avoid registration of the Fund or
Belvedere Company under the 1940 Act, or to avoid adverse tax or other consequences to the
Portfolio, Belvedere Company, the Fund or Shareholders including those redemptions arising as the
result of applicable anti-money laundering requirements.
The right of a Shareholder to redeem can be suspended and the payment of the redemption price may
be deferred while there is an outstanding event of default under the Credit Facility (see Item
7A(b)), when the NYSE is closed, during periods when trading on the NYSE is restricted or during
any emergency as determined by the SEC, at any time when it is impracticable for the Portfolio or
the Fund to dispose of or value its assets, or during any other period permitted by order of the
SEC for the protection of investors.
A capital account for each Shareholder is maintained on the books of the Fund. The account reflects
the value of such Shareholders interest in the Fund, which is adjusted for profits, liabilities
and distributions allocable to such account in accordance with Article 6 of the Funds LLC
Agreement.
Determining Net Asset Value. Boston Management, as investment adviser, is responsible for
determining the value of the Funds assets. The Funds custodian, State Street Bank and Trust
Company, calculates the value of the assets of the Fund, Belvedere Company, the Portfolio and the
EV money markets funds each day that the NYSE is open for trading, as of the close of regular
trading on the NYSE. The Funds net asset value per Share is calculated by dividing the value of
the Funds total assets, less its liabilities, by the number of Shares outstanding.
The Funds net assets are valued in accordance with the Funds valuation procedures and reflect the
value of its directly held assets, including its interests in EV money market funds, if any, and
liabilities, as well as the net asset value of the Funds investment in the Portfolio held through
Belvedere Company and in real estate investments held through Belcrest Realty. The trustees of the
Portfolio have established procedures for the valuation of the Portfolios assets under normal
14
market conditions. Pursuant to these procedures, marketable securities listed on U.S. securities
exchanges generally are valued at the last sale price on the day of the valuation or, if there were
no sales, at the mean between the closing bid and asked prices therefor on the exchange where such
securities are principally traded. Marketable securities listed on the NASDAQ generally are valued
at the NASDAQ official closing price. Unlisted or listed securities for which closing sale prices
are not available are valued at the mean between the last available bid and asked prices or by a
third party pricing service. Exchange-traded options are valued at the last sale price for the day
of valuation as quoted on the principal exchange or board of trade on which the options are traded,
or in the absence of a sale on such day, at the mean between the latest bid and asked prices
therefor. Futures positions on securities or currencies are generally valued at closing settlement
prices. Short-term debt securities with a remaining maturity of 60 days or less are valued at
amortized cost. Other fixed income and debt securities, including listed securities and securities
for which price quotations are available, will normally be valued on the basis of valuations
furnished by a pricing service. The EV money market funds generally value their investment
securities utilizing the amortized cost valuation technique permitted by Rule 2a-7 under the 1940
Act, pursuant to which each fund must comply with certain conditions. This technique involves
initially valuing a portfolio security at its cost and thereafter assuming a constant amortization
to maturity of any discount or premium. If amortized cost is determined not to approximate fair
value, the EV money market funds may value their investment securities based on available market
quotations provided by a third party pricing service.
Foreign securities and currencies held by the Portfolio are valued in U.S. dollars, as calculated
by the Portfolios custodian based on foreign currency exchange rate quotations supplied by a third
party pricing service. Valuation of foreign securities may be adjusted from prices in effect at the
close of trading on foreign exchanges to more accurately reflect their fair value as of the close
of regular trading on the NYSE. In adjusting the value of foreign equity securities the Portfolio
may rely on a third party pricing service. Investments for which valuations or market quotations
are not readily available are valued at fair value as determined in good faith by or at the
direction of the Portfolios trustees, considering relevant factors, data and information
including, in the case of restricted securities, the market value of freely tradable securities of
the same class in the principal market on which such securities are normally traded.
The Funds real estate investments are valued each day as determined in good faith by Boston
Management after consideration of relevant factors, data and information. The procedures for
valuing real estate investments are described under Critical Accounting Estimates in Item 7(e).
The Funds interest rate swap agreements are normally valued by a third party pricing service.
Fixed liabilities of the Fund generally are stated at principal value.
Historic Net Asset Values. Set forth below are the high and low net asset values per Share (NAVs)
of the Fund for each quarter during the two years ending December 31, 2009 and 2008, the closing
NAV on the last business day of each quarter, and the percentage change in NAV during each such
quarter.
NAV at | Quarterly % | |||||||||||||||
Quarter Ending | High NAV | Low NAV | Quarter End | Change in NAV(1) | ||||||||||||
12/31/09 |
$ | 80.83 | $ | 72.71 | $ | 80.33 | 7.38 | % | ||||||||
9/30/09 |
$ | 76.13 | $ | 60.87 | $ | 74.81 | 17.66 | % | ||||||||
6/30/09 |
$ | 68.19 | $ | 60.91 | $ | 63.58 | 6.09 | % | ||||||||
3/31/09 |
$ | 77.35 | $ | 54.02 | $ | 59.93 | -19.78 | % | ||||||||
12/31/08 |
$ | 105.04 | $ | 66.47 | $ | 74.71 | -29.08 | % | ||||||||
9/30/08 |
$ | 117.12 | $ | 99.23 | $ | 105.35 | -6.33 | % | ||||||||
6/30/08 |
$ | 126.14 | $ | 112.47 | $ | 112.47 | -3.73 | % | ||||||||
3/31/08 |
$ | 130.74 | $ | 112.65 | $ | 116.83 | -12.03 | % |
(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 period only. For information about the performance of the Fund, see Managements Discussion and Analysis of Financial Condition and Results of Operations (MD&A) in Item 7(a). |
(b) Record Holders of Shares of the Fund.
As of February 17, 2010, there were 419 record holders of Shares of the Fund.
15
(c) Distributions.
Income and Capital Gain Distributions. The Fund intends to distribute each year, or shortly
thereafter, an amount approximately equal to the taxes payable on its net investment income
allocated to Shareholders. Prior to December 31, 2009, the Fund had distributed all of its net
investment income to Shareholders. The Fund also intends to make annual capital gain distributions
to such Shareholders equal to approximately 18% of the amount of its net realized capital gains, if
any, other than certain precontribution gains allocated to a Shareholder in connection with a
taxable tender offer or other taxable corporate event for a security contributed to the Fund by
that Shareholder or that Shareholders predecessor in interest. The Funds net investment income
and net realized gains include the Funds allocated share of the net investment income and net
realized gains of Belvedere Company and, indirectly, the Portfolio, as well as income and capital
gains, if any, distributed by Belcrest Realty. The Funds distributions generally are based on
determinations of net investment income and net realized capital gains for federal income tax
purposes. Such amounts may differ from net investment income or loss and net realized gain or loss
as set forth in the Funds consolidated financial statements due to differences in the treatment of
various income, gain, loss, expense and other items for federal income tax purposes and under GAAP.
The amount of the Funds distribution may be adjusted in the future to redirect changes in
effective tax rates. The Fund intends to pay distributions, if any, on the last business day of
each fiscal year of the Fund (which concludes on December 31) or shortly thereafter. The Funds
distribution rates with respect to realized gains may be adjusted in the future to reflect changes
in the effective maximum marginal individual federal tax rate applicable to long-term capital
gains.
Shareholder distributions with respect to net investment income, realized post-contribution gains
and certain other realized gains are made pro rata in proportion to the number of Shares held as of
the record date of the distribution. All income and capital gain distributions are paid by the Fund
in cash or, at the election of the Shareholder, are reinvested in Fund Shares at the net asset
value as of the date of reinvestment. Distributions are generally not taxable to the recipient
Shareholder unless the distributions exceed the recipient Shareholders tax basis in Fund Shares.
The Funds Credit Facility prohibits the Fund from making any distribution to Shareholders while
there is an event of default outstanding under the Credit Facility (see Item 7A(b)).
On January 27, 2010, the Fund made a distribution of $0.25 per Share to Shareholders of record on
January 26, 2010. On January 22, 2009, the Fund made a distribution of $1.23 per Share to
Shareholders of record on January 20, 2009. On January 30, 2008, the Fund made a distribution of
$2.20 per Share to Shareholders of record on January 29, 2008.
Special Distributions. In addition to the pro rata income and capital gain distributions described
above, the Fund also makes distributions to Shareholders of allocated precontribution gain (other
than certain precontribution gains allocated to a Shareholder in connection with a taxable tender
offer or other taxable corporate event involving a security contributed by such Shareholder or such
Shareholders predecessor in interest) (a Special Distribution). Special Distributions generally
equal approximately 18% of the amount of realized precontribution gains plus approximately 4% of
the allocated precontribution gain or such other percentage as deemed appropriate to compensate
Shareholders receiving such distributions for taxes that may be due on income specially allocated
in connection with the precontribution gain and Special Distributions. Special Distributions are
paid by the Fund in cash and are made solely to the Shareholders to whom the precontribution gain
is allocated. The Fund does not intend to make Special Distributions to a Shareholder in respect of
realized precontribution gain allocated to a Shareholder or such Shareholders predecessor in
interest in connection with a taxable tender offer or other taxable corporate event involving a
security contributed by such Shareholder or such Shareholders predecessor in interest. There were
no Special Distributions accrued during the year ending December 31, 2009. Special Distributions of
$1,044,908 for the year ending December 31, 2008 were paid during the year ending December 31,
2009.
Item 6. Selected Financial Data.
Table of Selected Financial Data. The consolidated data referred to below reflects the Funds
historical results for the years ending December 31, 2009, 2008, 2007, 2006 and 2005. The following
information should be read in conjunction with all of the consolidated financial statements and
related notes beginning on page 41 of this Annual Report on Form 10-K. The other consolidated data
referred to below is as of each year end.
Year Ending | Year Ending | Year Ending | Year Ending | Year Ending | ||||||||||||||||
December 31, 2009 | December 31, 2008 | December 31, 2007 | December 31, 2006 | December 31, 2005 | ||||||||||||||||
Total investment income |
$ | 37,034,877 | $ | 52,905,639 | $ | 62,784,512 | $ | 69,868,249 | $ | 80,926,133 | ||||||||||
Interest expense |
$ | 1,624,286 | $ | 15,958,913 | $ | 39,563,027 | $ | 37,455,783 | $ | 28,127,161 |
16
Year Ending | Year Ending | Year Ending | Year Ending | Year Ending | ||||||||||||||||
December 31, 2009 | December 31, 2008 | December 31, 2007 | December 31, 2006 | December 31, 2005 | ||||||||||||||||
Net expenses (including interest
expense) |
$ | 7,158,753 | $ | 24,499,274 | $ | 50,756,115 | $ | 49,447,828 | $ | 40,966,932 | ||||||||||
Net investment income |
$ | 29,876,124 | $ | 28,406,365 | $ | 12,028,397 | $ | 20,420,421 | $ | 39,959,201 | ||||||||||
Net realized gain (loss) |
$ | (83,700,939 | ) | $ | (57,972,820 | ) | $ | 90,888,612 | $ | 101,373,735 | $ | (1,549,360 | ) | |||||||
Net change in unrealized
appreciation (depreciation) |
$ | 97,581,241 | $ | (666,744,381 | ) | $ | (25,034,956 | ) | $ | 155,063,776 | $ | 119,113,048 | ||||||||
Net increase (decrease) in net
assets from operations |
$ | 43,756,426 | $ | (696,310,836 | ) | $ | 77,882,053 | $ | 276,857,932 | $ | 157,522,889 | |||||||||
Total assets |
$ | 852,749,058 | $ | 1,137,207,908 | $ | 2,365,720,320 | $ | 3,025,200,546 | $ | 3,219,910,946 | ||||||||||
Loan payableCredit Facility |
$ | 194,500,000 | $ | 316,000,000 | $ | 542,000,000 | $ | 849,000,000 | $ | 660,000,000 | ||||||||||
Mortgage note payable |
$ | | $ | | $ | | $ | | $ | 46,111,019 | ||||||||||
Net assets |
$ | 652,677,231 | $ | 808,881,477 | $ | 1,820,458,058 | $ | 2,167,202,610 | $ | 2,507,057,725 | ||||||||||
Shares outstanding |
8,125,199 | 10,826,294 | 13,707,598 | 16,629,737 | 21,336,023 | |||||||||||||||
Net asset value and redemption
price per Share |
$ | 80.33 | $ | 74.71 | $ | 132.81 | $ | 130.32 | $ | 117.50 | ||||||||||
Net increase (decrease) in net assets
from operations per Share |
$ | 6.85 | $ | (55.82 | ) | $ | 4.51 | $ | 14.76 | $ | 7.28 | |||||||||
Distribution paid per Share(1)(2) |
$ | 1.23 | $ | 2.20 | $ | 2.02 | $ | 1.94 | $ | 1.66 |
(1) | The Fund makes Special Distributions which are not made on a pro rata basis. See Item 5(c). Special Distributions made during the year ending December 31, 2008 amounted to $0.084 per Share. There were no Special Distributions made during the years ending December 31, 2009, 2007, 2006 and 2005. | |
(2) | Distributions of net investment income and net realized capital gains are normally paid at the end of each year, or shortly thereafter, to Shareholders of record on the record date. See Distributions in Item 5(c). |
Item 7. Managements 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 Funds 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 Funds consolidated financial
statements and related notes which are included on pages 41 of this Annual Report on Form 10-K.
(a) Results of Operations.
Increases and decreases in the Funds net asset value per share are based on net investment income
or loss and realized and unrealized gains and losses on investments. The Funds net investment
income or loss is determined by subtracting the Funds total expenses from its investment income.
The Funds investment income generally includes the net investment income allocated to the Fund
from Belvedere Company, net investment income allocated to the Fund from the Real Estate Joint
Ventures and Co-owned Property, distribution income from the Partnership Preference Units and
interest earned on the Funds short-term investments, including investments in an EV money market
fund. The net investment income of Belvedere Company allocated to the Fund includes dividends,
interest and expenses allocated to Belvedere Company by the Portfolio less the expenses of
Belvedere Company allocated to the Fund. The Funds total expenses generally include the Funds
investment advisory and administrative fees, distribution and servicing fees, interest expense on
the Funds Credit Facility and other miscellaneous expenses. The Funds realized and unrealized
gains and losses are the result of transactions in, or changes in value of, security investments
held through the Funds indirect interest (through Belvedere
17
Company) in the Portfolio, real estate investments held through Belcrest Realty, the Funds
interest rate swap agreements and any other direct investments of the Fund, as well as periodic
payments made by the Fund pursuant to interest rate swap agreements.
Realized and unrealized gains and losses on investments have the most significant impact on the
Funds net asset value per share and result primarily from sales of such investments and changes in
their underlying value. The investments of the Portfolio consist primarily of common stocks of
domestic and foreign growth companies that are considered by its investment adviser to be high in
quality and attractive in their long-term investment prospects. Because the securities holdings of
the Portfolio are broadly diversified, the performance of the Portfolio cannot be attributed to one
particular stock or one particular industry or market sector. The performance of the Portfolio and
the Fund are substantially influenced by the overall performance of the U.S. stock market, as well
as by the relative performance versus the overall market of specific stocks and classes of stocks
in which the Portfolio maintains large positions.
MD&A for the Year Ending December 31, 2009 Compared to the Year Ending December 31,
2008.(1)
Performance of the Fund. The Funds investment objective is to achieve long-term, after-tax returns
for Shareholders. Eaton Vance, as the Funds manager, measures the Funds success in achieving its
objective based on the investment returns of the Fund, using the S&P 500 Index (the Index) as the
Funds primary performance benchmark. The Index is a broad-based, unmanaged index of common stocks
commonly used as a measure of U.S. stock market performance. Eaton Vances primary focus in
pursuing total return is on the Funds common stock portfolio, which consists of its indirect
interest in the Portfolio. The Fund invests in the Portfolio through its interest in Belvedere
Company. The Funds performance will differ from that of the Portfolio primarily due to its
investments outside the Portfolio. In measuring the performance of the Funds real estate
investments, Eaton Vance considers whether, through current returns and changes in valuation, the
real estate investments achieve returns that over the long-term exceed the cost of the borrowings
incurred to acquire such investments and thereby add to Fund returns. The Fund has entered into
interest rate swap agreements to fix the cost of a portion of its borrowings under the Credit
Facility.
The Funds total return for the year ending December 31, 2009 was 9.51%. This return reflects an
increase in the Funds net asset value per Share from $74.71 to $80.33 and a distribution of $1.23
per Share during the period. For comparison, the Index had a total return of 26.47% over the same
period. The combined impact on performance of the Funds investment activities outside of the
Portfolio was negative for the year ending December 31, 2009.
The Fund had a total return of -42.72% for the year ending December 31, 2008. This return reflected
a decrease in the Funds net asset value per Share from $132.81 to $74.71 and a distribution of
$2.20 per Share during the period. For comparison, the Index had a total return of -36.99% over the
same period.
Performance of the Portfolio. For the year ending December 31, 2009 the Portfolio had a total
return of 23.32%. The Portfolio underperformed the Index, which had a total return of 26.47% over
the same period, due in part to differences in sector allocation and stock selection versus the
Index.
Each of the 10 economic sectors represented in the Index registered positive results for the year.
The information technology (IT) sector gained more than 60%, followed by materials and consumer
discretionary, each of which advanced more than 40%. In contrast, telecommunication services was
the only sector with single-digit returns, while utilities, energy, and consumer staples had
returns ranging between 11% and 15%, reflecting the dominance of cyclical stocks over defensive
stocks during the period.
Best-performing industries for the Index included real estate management and development,
automobiles, internet and catalog retailers, paper and forest products, auto components, energy
equipment and services, wireless telecommunication services and multiline retailers. Conversely,
construction materials, diversified consumer services, construction and engineering, biotechnology,
thrifts and mortgage companies and commercial banks each posted losses for the year.
During the
year ending December 31, 2009, the Portfolio remained overweighted in the health care, industrials,
consumer staples and consumer discretionary sectors, while continuing to underweight IT,
financials, materials, energy, telecommunications
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
and utilities. While management selectively increased the Portfolios overall exposure to
specific areas within the IT sector, stock selection in this space proved to have the largest
negative impact on relative performance for the year. Underweighting stronger performing industries
such as computers and peripherals and software, hurt returns, as did stock selection in the
communication equipment industry. An overweight allocation and stock selection in health care also
detracted, as did stock selection in financials, where a number of lower-priced, lower-quality
companies represented in the Index saw their stock prices ascend further than the higher-quality
names held by the Portfolio.
In contrast, the Portfolio benefited from its investments in the energy, utilities, industrials and
telecommunication services sectors. Stock selection in the energy sector lifted returns, as
managements emphasis on the more specialized exploration and production companies over the
mega-cap and more-defensive integrated oil names keyed relative gains. The Portfolios de-emphasis
of the lagging telecommunication services and utilities sectors also helped relative performance,
as did security selection among industrial conglomerates and machinery stocks.
Performance of Real Estate Investments. The Funds real estate investments are held through
Belcrest Realty. As of December 31, 2009, real estate investments included: two Real Estate Joint
Ventures (Allagash and Lafayette); a Co-owned Property (Bel Stamford I); and a portfolio of
Partnership Preference Units. Allagash owns industrial distribution properties and Lafayette owns
office properties. Bel Stamford I owns an interest in an office property leased to a single tenant.
During the year ending December 31, 2009, Allagash sold one property for approximately $8.7
million. Belcrest Realty recognized a net loss of approximately $2.0 million on the sale
transaction.
During the year ending December 31, 2009, Belcrest Realty sold certain of its Partnership
Preference Units for approximately $23.2 million (representing a sale to the issuer of such
Partnership Preference Units), recognizing a loss of approximately $12.7 million on the sale
transaction.
The Funds real estate investments produced negative returns for the year ending December 31, 2009,
with decreases in the fair value of real property investments more than offsetting net investment
income and increases in the fair value of Partnership Preference Units. Valuations of the real
property investments decreased during the period due to further widening of capitalization rates
and discount rates as well as weakening in other market metrics. The increases in capitalization
rates and discount rates reflect the re-pricing of risk by commercial real estate investors and the
reduced availability and increased cost of debt financing. These factors, along with general
economic conditions, have kept transactional activity at levels significantly below that of recent
years and caused continued downward pressure on the valuations of real property investments.
The fair value of Partnership Preference Units increased from December 31, 2008 due to the
tightening of credit spreads, as the general market for preferreds and other fixed income
securities improved during the period.
During the year ending December 31, 2009, the Funds net investment income from real estate
investments held through Belcrest Realty was approximately $24.7 million compared to approximately
$26.6 million for the year ending December 31, 2008, a decrease of $1.9 million or 7%. The decrease
was due to lower distributions from investments in Partnership Preference Units principally due to
fewer average holdings of Partnership Preference Units during the period, and to decreases in the
net investment income from Real Estate Joint Ventures, partially offset by an increase in the net
investment income from Co-owned Property related to the acquisition of Bel Stamford I in June 2008.
The fair value of the Funds real estate investments was approximately $144.2 million at December
31, 2009 compared to approximately $262.3 million at December 31, 2008, a net decrease of $118.1
million or 45%. This net decrease was principally due to decreases in the fair value of Belcrest
Realtys investments in the Real Estate Joint Ventures, fewer Partnership Preference Units held by
Belcrest Realty at the end of the period, and a decrease in the fair value of Bel Stamford I,
partially offset by a net increase in the fair value of continuing investments in Partnership
Preference Units.
Performance of Interest Rate Swap Agreements. For the year ending December 31, 2009, net realized
and unrealized losses on the Funds interest rate swap agreements totaled approximately $3.4
million, compared to approximately $17.9 million of net realized and unrealized losses for the year
ending December 31, 2008. Net realized and unrealized losses on swap agreements for the year ending
December 31, 2009 consisted of $8.0 million of periodic net payments made pursuant to outstanding
swap agreements (and classified as net realized losses on interest rate swap agreements in the
Funds consolidated financial statements) and $1.7 million of net realized losses due to the early
termination of a certain swap agreement, partially offset by $6.3 million of net unrealized gains.
The positive contribution to Fund performance from changes in swap agreement valuations for the
year ending December 31, 2009 was attributable to an increase in swap rates during the period and a
decrease in the remaining term of the agreements.
19
MD&A for the Year Ending December 31, 2008 Compared to the Year Ending December 31, 2007.
Performance of the Fund. The Fund had a total return of -42.72% for the year ending December 31,
2008. This return reflected a decrease in the Funds net asset value per Share from $132.81 to
$74.71 and a distribution of $2.20 per Share during the period. For comparison, the Index had a
total return of -36.99% over the same period.
The Fund had a total return of 3.50% for the year ending December 31, 2007. This return reflected
an increase in the Funds net asset value per Share from $130.32 to $132.81 and a distribution of
$2.02 per Share during the period. For comparison, the Index had a total return of 5.49% over the
same period.
Performance of the Portfolio. Global equity markets suffered profound losses during 2008, a year
that will likely go down as one of the worst in modern financial market history. The U.S. economy
held up relatively well during the first half of the year, but the simultaneous bursting of the
housing, credit and commodity bubbles created a global financial crisis of unforeseen levels.
Equity markets collapsed during the second half of the year, as a series of catastrophic events on
Wall Street induced panic and fear among market participants. Additionally, commodity prices
collapsed during the second half of 2008. After peaking at more than $145 per barrel in July, oil
prices traded down to approximately $44 per barrel at year end. The U.S. economy was officially
declared in recession during the fourth quarter as unemployment continued to rise. The Federal
Reserve responded to the crises with a dramatic cut in interest rates.
Equity markets posted double-digit declines for the year ending December 31, 2008. The Index
suffered its worst loss since 1937, while the Dow Jones Industrials Average experienced the
third-worst loss in its history. On average, small-capitalization stocks slightly outperformed
large-capitalization stocks and value-style investments fared better than growth-style investments.
For the year ending December 31, 2008, all ten sectors in the Index registered declines. Consumer
staples, health care and utilities were relatively stronger during the year, while the financials,
materials and information technology sectors produced the weakest results. Market-leading
industries of 2008 included food and staples retailing, biotechnology, and household products. In
contrast, the thrifts and mortgage finance, independent power producers, wireless telecommunication
services, and capital markets industries realized the most significant losses.
The Portfolios performance for the year ending December 31, 2008 was -32.76%, which outperformed
the return of the Index by 4.23%. The Portfolio outperformed its benchmark due in part to
differences in sector allocation and relatively stronger stock selection versus the Index. For
comparison, the total return of the Portfolio for the year ending December 31, 2007 was 4.72%,
which trailed the Index by 0.77%.
During the year ending December 31, 2008, the Portfolio remained overweight in the industrials,
consumer staples and consumer discretionary sectors, while continuing to underweight the
technology, materials, telecommunications and utilities sectors. The Portfolio benefited from its
relatively stronger investments in eight of the ten economic sectors. Its commitment to consumer
staples and health care, including investment selections in beverages, food products and
pharmaceutical stocks, added to results. The Portfolios underweight exposure to the information
technology sector, specifically computers and peripherals, software and semiconductors, also proved
beneficial. Stock selection within the energy equipment and services and chemicals industries
additionally boosted the Portfolios results. An underweight position in the materials sector one
of the worst performing sectors in the Index added value relative to the benchmark. A shift
during the year to reduce the Portfolios overweight exposure to financials, combined with
selectiveness within the sector, added to the Portfolios relative performance.
During the year ending December 31, 2008, the Portfolios underweight positions in the relatively
strong-performing electric utilities and telecommunications sectors hurt its performance versus its
benchmark.
Performance of Real Estate Investments. As of December 31, 2008, real estate investments included:
two Real Estate Joint Ventures (Allagash and Lafayette); a Co-owned Property (Bel Stamford I); and
a portfolio of Partnership Preference Units. Allagash owns industrial distribution properties and
Lafayette owns office properties. Bel Stamford I owns an interest in an office property leased to a
single tenant.
In June 2008, Belcrest Realty acquired Bel Stamford I for approximately $7.2 million from the real
estate investment affiliate of another investment fund advised by Boston Management. The
acquisition was financed with proceeds from the Funds Credit Facility and the assumption of a
mortgage note secured by the real property. The other investors in the Co-
20
owned Property are real estate investment affiliates of other investment funds advised by Boston
Management.
During the year ending December 31, 2008, Belcrest Realty sold certain of its Partnership
Preference Units and certain debt and common equity investments in two private real estate
companies for approximately $58.8 million (including sales to real estate investment affiliates of
other investment funds advised by Boston Management), recognizing a loss of approximately $17.1
million on the sales transactions. The Funds real estate investments produced negative returns for
the year ending December 31, 2008, with decreases in investment values and other factors more than
offsetting the net investment income generated during the period. Valuations of the Subsidiary Real
Estate Investments decreased throughout the year, at a rate which accelerated in the fourth quarter
due to further widening in capitalization rates and discount rates. The increases in capitalization
rates and discount rates reflected the re-pricing of risk by commercial real estate investors and
the reduced availability and increased cost of debt financing. These factors, along with general
economic uncertainty, caused a significant decrease in transactional activity during the year,
driving down the valuations of real property investments. Similarly, the fair values of Partnership
Preference Units decreased from December 31, 2007 due to a continued widening of credit spreads as
the general market for preferred and other fixed income securities weakened substantially as a
result of the ongoing global financial crisis.
During the year ending December 31, 2008, the Funds net investment income from real estate
investments held through Belcrest Realty was approximately $26.6 million compared to approximately
$31.3 million for the year ending December 31, 2007, a decrease of $4.7 million or 15%. The
decrease was due to lower distributions from investments in Partnership Preference Units
principally due to fewer Partnership Preference Units held on average during the period and
decreases in the net investment income of Allagash, partially offset by the acquisition of Bel
Stamford I in June 2008.
The fair value of the Funds real estate investments was approximately $262.3 million at December
31, 2008 compared to approximately $377.8 million at December 31, 2007, a net decrease of $115.5
million or 31%. This net decrease was due principally to fewer Partnership Preference Units held by
Belcrest Realty, a net decline in the fair value of continuing investments in Partnership
Preference Units and a decrease in the fair value of Belcrest Realtys investments in the Real
Estate Joint Ventures, partially offset by the acquisition of Bel Stamford I mentioned above.
Performance of Interest Rate Swap Agreements. For the year ending December 31, 2008, net realized
and unrealized losses on the Funds interest rate swap agreements totaled approximately $17.9
million, compared to approximately $7.7 million of net realized and unrealized losses for the year
ending December 31, 2007. Net realized and unrealized losses on swap agreements for the year ending
December 31, 2008 consisted of $11.1 million of net unrealized losses due to changes in swap
agreement valuations, $6.1 million of periodic net payments made pursuant to outstanding swap
agreements (and classified as net realized losses on interest rate swap agreements in the Funds
consolidated financial statements) and $0.7 million of realized losses resulting from swaps
terminated during the year. The negative contribution to Fund performance from changes in swap
agreement valuations in 2008 was attributable to a decrease in swap rates during the year.
(b) Liquidity and Capital Resources.
Outstanding Borrowings. The Fund has entered into the Credit Facility primarily to finance the
Funds real estate investments and to satisfy the liquidity needs of the Fund. On December 21,
2009, the Fund entered into the New Credit Facility with Bank of America to refinance the existing
Credit Facility on or before April 1, 2010. The Fund intends to use the New Credit Facility for the
same purposes.
As of December 31, 2009, the Fund had outstanding borrowings of $194.5 million and unused loan
commitments of $33.0 million under the Credit Facility.
During the year ending December 31, 2009, the Fund decreased the Merrill Lynch Credit Facility by a
net amount of $10.0 million to an aggregate amount available for borrowing of $33.0 million.
Obligations under the Credit Facility are without recourse to Shareholders. The Fund is required
under the Credit Facility to maintain at all times a specified asset coverage ratio. To comply with
the terms of the Credit Facility, the Fund may be required to dispose of assets on unfavorable
terms if market fluctuations or other factors reduce the required asset coverage to less than the
prescribed amount. The rights of the lenders under the Credit Facility to receive payments of
interest on and repayments of principal of borrowings will be senior to the rights of the
Shareholders. Under the terms of the Credit Facility, the Fund is not permitted to make
distributions of cash or securities while there is outstanding an event of default under the Credit
Facility. During such periods, the Fund would not be able to honor redemption requests or make cash
21
distributions. The Credit Facility is secured by a pledge of the Funds assets, excluding the
Funds investment in and the assets of the Subsidiary Real Estate Investments. Following an event
of default under the Credit Facility, the lender could elect to sell pledged assets of the Fund
without regard to the tax or other consequences of such action for the Shareholders. The New Credit
Facility contains similar provisions restricting redemptions and cash distributions in the case of
an event of default by the Fund under the New Credit Facility. In addition, the lender would have
similar rights to Fund assets in the event of a default under the New Credit Facility.
Liquidity. The Fund may redeem shares of Belvedere Company at any time. During the year ending
December 31, 2009, Fund redemptions from Belvedere Company included redemptions of shares of
Belvedere Company for cash in the amount of $106.1 million. Such proceeds were used to pay down
outstanding debt under the Credit Facility. Both Belvedere Company and the Portfolio normally
follow the practice of satisfying redemptions primarily by distributing securities drawn from the
Portfolio. Belvedere Company and the Portfolio may also satisfy redemptions by distributing cash.
As of December 31, 2009, the Portfolio had cash and short-term investments in the amount of $109.9
million. The Portfolio participates in a $450.0 million multi-fund unsecured line of credit
agreement with a group of banks. The Portfolio may temporarily borrow from the line of credit to
satisfy redemption requests in cash or to settle investment transactions. The Portfolio had no
outstanding borrowings at December 31, 2009. To ensure liquidity for investors in the Portfolio,
the Portfolio may not invest more than 15% of its net assets in illiquid assets. As of December 31,
2009, the Portfolio held no illiquid assets.
The liquidity of Belcrest Realtys investments in Real Estate Joint Ventures is extremely limited
and relies principally upon liquidation agreements with the Operating Partners that are described
in Real Estate Joint Venture Investments under The Funds Real Estate Investments in Item 1.
Transfers of Belcrest Realtys interest in the Real Estate Joint Ventures to parties other than the
Operating Partners are restricted by the terms of the operative agreements of the Real Estate Joint
Ventures and lender consent requirements. Belcrest Realtys interest in Co-owned Property is
generally illiquid. The Partnership Preference Units held by Belcrest Realty are not registered
under the Securities Act and are subject to substantial restrictions on transfer. As such, they are
considered illiquid.
(c) Off-Balance Sheet Arrangements.
The Fund does not have any relationships with unconsolidated entities that have been established
solely for the purpose of facilitating off-balance sheet arrangements.
(d) The Funds Contractual Obligations.
The following table sets forth the amounts of payments due under the specified contractual
obligations outstanding as of December 31, 2009:
Payments due: | ||||||||||||||||||||
More | ||||||||||||||||||||
Less than 1 | 1-3 | 3-5 | than 5 | |||||||||||||||||
Type of Obligation | Total | Year | Years | Years | Years | |||||||||||||||
Long-Term Debt: |
||||||||||||||||||||
Borrowings under Credit Facility(1) |
$ | 194,500,000 | $ | 194,500,000 | $ | | $ | | $ | | ||||||||||
Service Agreements(2) |
||||||||||||||||||||
Other Long-Term Liabilities: |
||||||||||||||||||||
Interest Rate Swap Agreements(3) |
$ | 5,346,482 | $ | 4,245,410 | $ | 486,846 | $ | 486,846 | $ | 127,380 | ||||||||||
Total |
$ | 199,846,482 | $ | 198,745,410 | $ | 486,846 | $ | 486,846 | $ | 127,380 | ||||||||||
(1) | The Fund has entered into a Credit Facility and a New Credit Facility, each as described in Liquidity and Capital Resources above. The Credit Facility is secured by a pledge of the Funds assets, excluding the Funds investments in and the assets of the Subsidiary Real Estate Investments and expires on June 25, 2010. The Fund expects to terminate the Credit Facility and borrow under its New Credit Facility on or before April 1, 2010. All Fund borrowings under the New Credit Facility will be secured by a pledge of the Funds assets, excluding the Funds real estate |
22
investments. The Credit Facility is primarily used to finance the Funds equity in its real estate investments and to satisfy the liquidity needs of the Fund. Amount does not reflect interest. | ||
(2) | The Fund and Belcrest Realty have entered into agreements with certain service providers pursuant to which the Fund and Belcrest 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 Belcrest Realty (as applicable) or the service provider. For the year ending December 31, 2009, fees paid to Eaton Vance and its affiliates equaled approximately 1.39% of the Funds average net assets. Because these fees are based on the Funds assets (which will fluctuate over time) it is not possible to specify the dollar amounts payable in the future. | |
(3) | The Fund has entered into interest rate swap agreements to fix the cost of a portion of its borrowings under the Credit Facility. 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 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 July 10, 2015 and are subject to the Funds right to terminate earlier in the case of some swaps. |
(e) Critical Accounting Estimates.
The Funds consolidated financial statements are prepared in accordance with GAAP. The preparation
of these financial statements requires the Fund to make estimates, judgments and assumptions that
affect the reported amounts of assets, liabilities, revenues and expenses. Estimates are deemed
critical when a different estimate could have reasonably been used or where changes in the estimate
are reasonably likely to occur from period to period, and where such different or changed estimates
would materially impact the Funds financial condition, changes in financial condition or results
of operations. The Funds significant accounting policies are discussed in Note 2 of the notes to
the consolidated financial statements; critical estimates inherent in these accounting policies are
discussed in the following paragraphs.
The Fund has determined that the valuation of the Funds real estate investments involve critical
estimates. The Funds investments in real estate are an important component of its total investment
program. Market prices for these investments are not readily available and therefore the
investments are stated in the Funds consolidated financial statements at fair value. The fair
value of an investment represents the amount at which Boston Management believes the investment
could be sold in a current transaction between market participants in an orderly disposition, that
is, other than in a forced liquidation or distressed sale. Boston Management makes valuation
determinations in accordance with the Funds valuation procedures. The Fund reports the fair value
of its real estate investments on its consolidated statements of assets and liabilities, with any
changes to fair value recorded as unrealized appreciation or depreciation in the Funds
consolidated statements of operations.
The need to fair value the Funds real estate investments introduces uncertainty into the Funds
reported financial condition and performance because:
| 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 Funds 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 Funds 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. |
As of December 31, 2009, the fair value of the Funds real estate investments represented 16.9% of
the Funds total assets. Valuations of the Funds Partnership Preference Units and Subsidiary Real
Estate Investments are inherently uncertain because they involve the use of assumptions and
estimates. If the assumptions and estimates used in the valuations were to change, it could
materially impact the fair value of the Funds holdings of Partnership Preference Units and
Subsidiary Real Estate Investments.
The fair value of property held by the Funds Subsidiary Real Estate Investments is based on
appraisals provided by independent, licensed appraisers (Appraisers) and valuations, if applicable,
prepared by Boston Management. Appraisers may perform other valuation services for the Fund.
23
The appraisals of properties are conducted by Appraisers on at least an annual basis. Appraisals of
properties may be conducted more frequently than once a year if Boston Management determines that
significant changes in economic circumstances, that may materially impact fair values, have
occurred since the most recent appraisal. Each appraisal is conducted in accordance with the
Uniform Standards of Professional Appraisal Practices (as well as other relevant standards). Boston
Management reviews the appraisal of each property and generally relies on the assumptions and
estimates made by the Appraiser when determining fair value.
In deriving the fair value of a property, an Appraiser considers numerous factors, including the
expected future cash flows from the property, recent sale prices for similar properties and, if
applicable, the replacement cost of the property, in order to derive an indication of the amount
that a prudent, informed purchaser-investor would pay for the property. More specifically, the
Appraiser considers the revenues and expenses of the property and the estimated future growth or
decline thereof, which may be based on tenant credit quality, property condition, change in market
or submarket conditions, market trends, interest rates, inflation rates or other factors deemed
relevant by the Appraiser. The Appraiser estimates operating cash flows from the property and the
sale proceeds of a hypothetical transaction at the end of a hypothetical holding period. The cash
flows are discounted to their present values using a market-derived discount rate and are added
together to obtain a value indication. This value indication is compared to the value indication
that results from applying a market-derived capitalization rate to a single years stabilized net
operating income for the property. The assumed capitalization rate may be extracted from local
market transactions or, when transaction evidence is lacking, obtained from trade sources. The
Appraiser considers the value indications derived by these two methods, as well as the value
indicated by recent market transactions involving similar properties, in order to produce a final
value estimate for the property. Property appraisals are inherently uncertain because they apply
assumed discount rates, capitalization rates, growth rates and inflation rates to the Appraisers
estimated stabilized cash flows, and due to the unique characteristics of a property. If the
assumptions and estimates used by the Appraisers to determine the value of the properties owned by
the Subsidiary Real Estate Investments were to change, it could materially impact the fair value of
the Subsidiary Real Estate Investments.
For those properties not appraised by Appraisers in a given quarter, Boston Management will review
the fair values of such properties and, if Boston Management believes it is warranted based on the
appraisals of appraised properties or for other reasons, Boston Management may prepare a valuation
of such properties considering results of operations, market conditions, significant changes in
economic circumstances, recent independent appraisals of similar properties and/or other relevant
facts or circumstances. In determining valuations, Boston Management follows a process consistent
with industry practice and the practice of Appraisers, as described above. Valuations may occur
more frequently than quarterly if it is determined by Boston Management that the current property
valuation has changed materially since the most recent appraisal or valuation.
Boston Management determines the fair value of the Funds equity interest in a Real Estate Joint
Venture based on an estimate of the allocation of equity interests between Belcrest Realty and the
Operating Partner. This allocation is generally calculated by a third party specialist, using
current valuations of the properties owned by the Real Estate Joint Venture. The specialist uses a
financial model that considers (i) the terms of the joint venture agreement relating to allocation
of distributable cash flow, (ii) the expected duration of the joint venture, and (iii) the
projected property values and cash flows from the properties based on estimates used in the
property valuations. The estimated allocation of equity interests between Belcrest Realty and the
Operating Partner of a Real Estate Joint Venture is prepared quarterly and reviewed by Boston
Management. Interim allocations of equity interests may be conducted more frequently than quarterly
if Boston Management determines that significant changes in economic circumstances that may
materially impact the allocation of equity interests have occurred since the most recent
allocation.
Boston Management determines the fair value of the Funds interest in Co-owned Property by,
applying the Funds ownership interest to the fair value of the property, net of associated
mortgage debt, if any.
Mortgage notes payable, which are generally without recourse to the Fund and Belcrest Realty, are
generally stated at the amounts payable. A mortgage note payable may be adjusted to the fair value
of the real property securing the mortgage note if the fair value of the real property is less than
the outstanding principal balance.
The fair value of the Partnership Preference Units is based on analysis and calculations performed
on at least a monthly basis by a third party service provider. The service provider calculates an
estimated price and yield (before accrued distributions) for each issue of Partnership Preference
Units based on descriptions of such issue provided by Boston Management and certain publicly
available information including, but not limited to, the trading prices of publicly issued debt
and/or preferred stock instruments of the same or similar issuers, which may be adjusted to reflect
the illiquidity and other structural characteristics of the Partnership Preference Units (such as
call provisions). Daily valuations of Partnership
24
Preference Units are determined by adjusting prices from the service provider to account for
accrued distributions under the terms of the Partnership Preference Units. If changes in relevant
markets, events that materially affect an issuer or other events that have a significant effect on
the price or yield of Partnership Preference Units occur, relevant prices or yields may be adjusted
to take such occurrences into account. Boston Management reviews the analysis and calculations
performed by the service provider. Boston Management generally relies on the assumptions and
estimates made by the service provider when determining the fair value of the Partnership
Preference Units.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk.
(a) Quantitative Information About Market Risk.
Interest Rate Risk. The Funds primary exposure to interest rate risk arises from its real estate
investments that are financed by the Fund with floating rate borrowings under the Credit Facility
and by fixed-rate mortgage notes secured by the real property of the Subsidiary Real Estate
Investments. Partnership Preference Units are fixed rate instruments whose values will generally
decrease when interest rates rise and increase when interest rates fall. The interest rates on
borrowings under the Credit Facility are reset at regular intervals based on the one-month LIBOR.
The Fund has entered into interest rate swap agreements to fix the cost of a portion of its
borrowings under the Credit Facility. Pursuant to the agreements, the Fund makes periodic payments
to the counterparty at predetermined fixed rates in exchange for floating rate payments that
fluctuate with the one-month LIBOR. The Funds interest rate swap agreements will generally
increase in value when interest rates rise and decrease in value when interest rates fall. In the
future, the Fund may use other interest rate hedging arrangements (such as caps, floors and
collars) to fix or limit borrowing costs. The use of interest rate hedging arrangements is a
specialized activity that can expose the Fund to significant loss.
The following table summarizes the contractual maturities and weighted-average interest rates
associated with the Funds significant non-trading financial instruments. The Fund has no market
risk sensitive instruments held for trading purposes. This information should be read in
conjunction with Notes 10 and 11 to the Funds consolidated financial statements beginning on page
41 of this Annual Report on Form 10-K.
Interest Rate Sensitivity
Cost, Principal (Notional) Amount
by Contractual Maturity and Callable Date
for the Twelve Months Ending December 31,*
Cost, Principal (Notional) Amount
by Contractual Maturity and Callable Date
for the Twelve Months Ending December 31,*
Fair Value as | ||||||||||||||||||||||||||||||||
of December | ||||||||||||||||||||||||||||||||
2010 | 2011 | 2012 | 2013 | 2014 | Thereafter | Total | 31, 2009 | |||||||||||||||||||||||||
Rate sensitive liabilities: |
||||||||||||||||||||||||||||||||
Long-term debt: |
||||||||||||||||||||||||||||||||
Variable-rate Credit
Facility |
$ | 194,500,000 | $ | 194,500,000 | $ | 194,500,000 | ||||||||||||||||||||||||||
Average interest rate |
0.53 | % | 0.53 | % | ||||||||||||||||||||||||||||
Rate sensitive derivative
financial instruments: |
||||||||||||||||||||||||||||||||
Pay fixed/receive
variable interest rate |
||||||||||||||||||||||||||||||||
swap agreements(1) |
$ | 210,965,000 | $ | 3,870,000 | $ | 214,835,000 | $ | (3,241,582 | ) | |||||||||||||||||||||||
Average pay rate |
4.05 | % | 6.29 | % | 4.09 | % | ||||||||||||||||||||||||||
Average receive rate |
0.53 | % | 0.53 | % | 0.53 | % | ||||||||||||||||||||||||||
Rate sensitive
investments: |
||||||||||||||||||||||||||||||||
Fixed-rate Partnership
Preference Units: |
25
Fair Value as | ||||||||||||||||||||||||||||||||
of December | ||||||||||||||||||||||||||||||||
2010 | 2011 | 2012 | 2013 | 2014 | Thereafter | Total | 31, 2009 | |||||||||||||||||||||||||
Essex Portfolio, L.P., |
||||||||||||||||||||||||||||||||
7.875% Series B |
||||||||||||||||||||||||||||||||
Cumulative Redeemable |
||||||||||||||||||||||||||||||||
Preferred Units, |
||||||||||||||||||||||||||||||||
Callable 12/31/09, |
||||||||||||||||||||||||||||||||
Current Yield: 9.29% |
$ | 15,209,090 | $ | 15,209,090 | $ | 12,714,660 | ||||||||||||||||||||||||||
Liberty Property |
||||||||||||||||||||||||||||||||
Limited Partnership, |
||||||||||||||||||||||||||||||||
7.45% Series B |
||||||||||||||||||||||||||||||||
Cumulative Redeemable |
||||||||||||||||||||||||||||||||
Preferred Units, |
||||||||||||||||||||||||||||||||
Callable 8/31/09, |
||||||||||||||||||||||||||||||||
Current Yield: 9.60% |
$ | 6,250,000 | $ | 6,250,000 | $ | 4,850,000 | ||||||||||||||||||||||||||
MHC Operating Limited |
||||||||||||||||||||||||||||||||
Partnership, 8.0625% |
||||||||||||||||||||||||||||||||
Series D Cumulative |
||||||||||||||||||||||||||||||||
Redeemable Perpetual |
||||||||||||||||||||||||||||||||
Preference Units, |
||||||||||||||||||||||||||||||||
Callable 3/24/10, |
||||||||||||||||||||||||||||||||
Current Yield: 10.40% |
$ | 37,500,000 | $ | 37,500,000 | $ | 29,070,000 | ||||||||||||||||||||||||||
MHC Operating Limited |
||||||||||||||||||||||||||||||||
Partnership, 7.95% |
||||||||||||||||||||||||||||||||
Series F Cumulative |
||||||||||||||||||||||||||||||||
Redeemable Perpetual |
||||||||||||||||||||||||||||||||
Preference Units, |
||||||||||||||||||||||||||||||||
Callable 6/30/10, |
||||||||||||||||||||||||||||||||
Current Yield: 10.40% |
$ | 17,500,000 | $ | 17,500,000 | $ | 13,377,000 | ||||||||||||||||||||||||||
Vornado Realty L.P., 7% |
||||||||||||||||||||||||||||||||
Series D-10 Cumulative |
||||||||||||||||||||||||||||||||
Redeemable Preferred |
||||||||||||||||||||||||||||||||
Units, |
||||||||||||||||||||||||||||||||
Callable 11/17/08, |
||||||||||||||||||||||||||||||||
Current Yield: 9.07%(2) |
$ | 8,634,869 | $ | 8,634,869 | $ | 9,262,977 |
* | The amounts listed reflect the Funds positions as of December 31, 2009. The Funds current positions may differ. | |
(1) | The interest rate swap agreement with a notional amount of $3,870,000 has an effective date of June 25, 2010. | |
(2) | Belcrest Realtys interest in these Partnership Preference Units is held through Bel Holdings. |
(b) Qualitative Information About Market Risk.
Risks Associated with Equity Investing. The Fund invests primarily in a diversified portfolio of
common stocks and is thereby subject to general stock market risk. There can be no assurance that
the performance of the Fund will match that of the U.S. stock market or that of other equity funds.
In managing the Portfolio for long-term, after-tax returns, Boston Management generally seeks to
avoid or minimize sales of securities with large accumulated capital gains, including contributed
securities. Such securities constitute a substantial portion of the assets of the Portfolio.
Although the Portfolio may utilize certain management strategies in lieu of selling appreciated
securities, the Portfolios, and hence the Funds, exposure to losses during stock market declines
may nonetheless be higher than funds that do not follow a general policy of avoiding sales of
highly appreciated securities.
Risks of Investing in Foreign Securities. The Portfolio invests in securities issued by foreign
companies and the Fund may acquire foreign investments. Foreign investments involve considerations
and possible risks not typically associated with investing in the United States. The value of
foreign investments to U.S. investors may be adversely affected by
26
changes in currency rates. Foreign brokerage commissions, custody fees and other costs of investing
are generally higher than in the United States, and foreign investments may be less liquid, more
volatile and subject to more government regulation than in the United States. Foreign investments
could be adversely affected by other factors not present in the United States, including
expropriation, confiscatory taxation, lack of uniform accounting and auditing standards, armed
conflict, and potential difficulty in enforcing contractual obligations. These risks can be more
significant for investments in emerging markets.
Risks of Certain Investment Techniques. In managing the Portfolio, Boston Management may purchase
or sell derivative instruments (which derive their value by reference to other securities, indexes,
instruments or currencies) to hedge against securities price declines and currency movements, to
add investment exposure to individual securities and groups of securities and to enhance returns.
Such transactions may include, without limitation, the purchase and sale of futures contracts on
stocks and stock indexes and options thereon, the purchase of put options and the sale of call
options on securities held, equity swaps, forward sales of stocks, and the purchase and sale of
forward currency exchange contracts and currency futures. The Portfolio may engage in short sales
of individual securities held and short sales of index or basket securities whose constituents are
held in whole or in part. The Portfolio may enter into private contracts for the forward sale of
stock held and may also lend portfolio securities.
The use of these investment techniques is a specialized activity that may be considered speculative
and which can expose the Fund and the Portfolio to significant risk of loss. Successful use of
these investment techniques is subject to the ability and performance of the investment adviser.
The Funds and the Portfolios ability to achieve their investment objectives may be adversely
affected by the use of these techniques. The writer of an option or a party to an equity swap may
incur losses that substantially exceed the payments, if any, received from a counterparty. Forward
sales, swaps, caps, floors, collars and over-the-counter options are private contracts in which
there is also a risk of loss in the event of a default on an obligation to pay by the counterparty.
Such instruments may be difficult to value, may be illiquid and may be subject to wide swings in
valuation caused by changes in the price of the underlying security, index, instrument or currency.
In addition, if the Fund or the Portfolio has insufficient cash to meet margin, collateral or
settlement requirements, it may have to sell assets to meet such requirements. Alternatively,
should the Fund or the Portfolio fail to meet these requirements, the counterparty or broker may
liquidate positions of the Fund or the Portfolio. The Portfolio may also have to sell or deliver
securities holdings in the event that it is not able to purchase securities on the open market to
cover its short positions or to close out or satisfy an exercise notice with respect to options
positions it has sold. In any of these cases, such sales may be made at prices or in circumstances
that Boston Management considers unfavorable.
The Portfolios ability to utilize covered short sales, certain equity swaps, forward sales,
futures and certain equity collar strategies (combining the purchase of a put option and the sale
of a call option) as a tax-efficient management technique with respect to holdings of appreciated
securities is limited to circumstances in which the hedging transaction is closed out within 30
days of the end of the Portfolios taxable year in which the hedging transaction was initiated and
the underlying appreciated securities position is held unhedged for at least the next 60 days after
such hedging transaction is closed. In addition, dividends received on stock for which the
Portfolio is obligated to make related payments (pursuant to a short sale or otherwise) with
respect to positions in substantially similar or related property are subject to federal income
taxation at ordinary rates and do not qualify for favorable tax treatment. Also, holding periods
required to receive tax-advantaged treatment of qualified dividends on a stock are suspended
whenever the Portfolio has an option (other than a qualified covered call option not in the money
when written) or contractual obligation to sell or an open short sale of substantially identical
stock, is the grantor of an option (other than a qualified covered call option not in the money
when written) to buy substantially identical stock or has diminished risk of loss in such stock by
holding positions with respect to substantially similar or related property. There can be no
assurance that counterparties will at all times be willing to enter into covered short sales,
forward sales of stocks, interest rate hedges, equity swaps and other derivative instrument
transactions on terms satisfactory to the Fund or the Portfolio. The Funds and the Portfolios
ability to enter into such transactions may also be limited by covenants under the Funds Credit
Facility, the federal margin regulations and other laws and regulations. The Portfolios use of
certain investment techniques may be constrained because the Portfolio is a diversified, open-end
management investment company registered under the 1940 Act and because other investors in the
Portfolio are regulated investment companies under Subchapter M of the Code. Moreover, the Fund and
the Portfolio are subject to restrictions under the federal securities laws on their ability to
enter into transactions in respect of securities that are subject to restrictions on transfer
pursuant to the Securities Act.
Risks of Real Estate Investments. The success of the Funds real estate investments depends in part
on many factors related to the real estate market. These factors include, without limitation,
general economic conditions, the supply and demand for different types of real properties, the
financial health of tenants, changing transportation and logistics patterns
27
(in the case of industrial distribution properties), the timing of lease expirations and
terminations, fluctuations in rental rates and operating costs, exposure to adverse environmental
conditions and losses from casualty or condemnation, fluctuations in interest rates, availability
and cost of financing, managerial performance, government rules and regulations, and acts of God
(whether or not insured against). There can be no assurance that Belcrest Realtys ownership of
real estate investments will be an economic success.
Interests in Real Estate Joint Ventures, Co-owned Property and Partnership Preference Units are not
registered under the federal securities laws and are subject to restrictions on transfer. Due to
their illiquidity, they may be difficult to value and the ongoing value of the investments is
uncertain. See Critical Accounting Estimates in Item 7(e).
The performance of Real Estate Joint Ventures is substantially influenced by the property
management capabilities of the Operating Partner and conditions in the specific real estate
submarkets in which the properties owned by the Real Estate Joint Venture are located. The
Operating Partner is subject to substantial conflicts of interest in structuring, operating and
winding up the Real Estate Joint Venture. The Operating Partner has an economic incentive to
maximize the prices at which it sells properties to the Real Estate Joint Venture and has a similar
incentive to minimize the prices at which it may acquire properties from the Real Estate Joint
Venture. The Operating Partner may devote greater attention or more resources to managing other
properties in which it holds an interest than to managing properties held by the Real Estate Joint
Venture. Future investment opportunities identified by the Operating Partner will more likely be
pursued independently, rather than through the Real Estate Joint Venture. Financial difficulties
encountered by the Operating Partner in its other businesses may interfere with the operations of
the Real Estate Joint Venture.
Belcrest Realtys investment in the Real Estate Joint Ventures may be significantly concentrated in
terms of geographic regions, property types and operators, increasing the Funds exposure to
regional, property type and operator-specific risks. Given a lack of stand-alone operating history,
limited diversification and relatively high financial leverage, the Real Estate Joint Ventures are
not equivalent in quality to real estate companies whose preferred equity or senior debt securities
are rated investment grade. Distributable cash flows from a Real Estate Joint Venture may not be
sufficient for Belcrest Realty to receive its fixed annual preferred return, or any returns in
excess thereof.
The debt of each Real Estate Joint Venture is fixed-rate, secured by its underlying properties and
without recourse to Fund Shareholders and generally without recourse to Belcrest Realty and the
Fund. Belcrest Realty and the Fund may be directly or indirectly responsible for certain
liabilities constituting exceptions to the generally non-recourse nature of the mortgage
indebtedness, including liabilities associated with fraud, misrepresentation, misappropriation of
funds, breach of material covenants or liabilities arising from environmental conditions involving
or affecting Real Estate Joint Venture properties. To the extent practicable, the Fund and Belcrest
Realty will seek indemnification from the Operating Partners for certain of such potential
liabilities. The availability of financing and other financial conditions can have a material
impact on property values and therefore on the value of Real Estate Joint Venture assets. Mortgage
debt of the Real Estate Joint Ventures normally cannot be refinanced prior to maturity without
substantial penalties.
The ongoing value of Belcrest Realtys investments in the Real Estate Joint Venture is
substantially uncertain. The real property held through the Real Estate Joint Venture is stated at
the fair value as described in Item 7(e). The policies for estimating the fair value of real estate
investments involve significant judgments that are based upon a number of factors, which may
include, without limitation, general economic conditions, the supply and demand for different types
of real properties, the financial health of tenants, the timing of lease expirations and
terminations, fluctuations in rental rates and operating costs, exposure to adverse environmental
conditions and losses from casualty or condemnation, interest rates, availability of financing,
managerial performance and government rules and regulations. Given that such valuations include
many assumptions, fair values may differ from amounts ultimately realized.
Belcrest Realtys investments in Wholly Owned Property will be subject to general real estate
market risks similar to those of an investment in a Real Estate Joint Venture. In addition,
investments in Wholly Owned Property will be subject to risks specific to these types of
investments, including a concentration of risk exposure to specific real estate submarkets and
individual properties and tenants. Principal among the risks of investing in the Wholly Owned
Property is the risk that a major tenant fails to satisfy its lease obligations due to financial
distress or other reasons. A major tenants failure to meet its lease obligations would expose
Belcrest Realty to substantial loss of income without a commensurate reduction in debt service
costs and other expenses, and may transfer to Belcrest Realty all the costs, expenses and
liabilities of property ownership and management borne by the tenant under the terms of the lease.
Re-leasing a property could involve considerable time and expense. Re-leasing opportunities may be
limited by the nature and location of the property, which may not be well suited to the needs of
other possible tenants. Even if a property is re-leased, the property may not generate sufficient
rental income to cover debt service and other expenses.
28
Wholly Owned Property is generally illiquid, and the ongoing value of Belcrest Realtys investments
in Wholly Owned Property will be substantially uncertain. Wholly Owned Property held generally will
be stated at fair value as described in Item 7(e). Because the value of Wholly Owned Property will
reflect in part the creditworthiness of its tenant(s), any change in the financial status of a
major tenant could affect the appraised value of a property and the value realized upon the
disposition of such property. Tenants may hold rights to renew or extend expiring leases, and
exercise of such rights would extend Belcrest Realtys risk exposure to a particular tenant beyond
the initial lease term. Tenants may also hold options to purchase properties, including options to
purchase at below market levels. A default by a major tenant could materially reduce the value of a
Wholly Owned Property. The value received upon the disposition of Wholly Owned Property will depend
on real estate market conditions, lease and mortgage terms, tenant credit quality, tenant purchase
options, lender approvals and other factors affecting valuation as may then apply. Since valuations
of Wholly Owned Property assume an orderly disposition of assets, amounts realized in a distressed
sale may differ substantially from stated values.
The leveraged nature of most anticipated Wholly Owned Property investments means that a relatively
small decline in the value of a property could result in the loss by Belcrest Realty of all or a
substantial portion of its equity in such property. Because the mortgage debt obligations of Wholly
Owned Property will be without recourse to Shareholders and generally without recourse to Belcrest
Realty and the Fund (except certain liabilities associated with fraud, misrepresentation,
misappropriation of funds, or breach of material covenants or liabilities arising from
environmental conditions involving or affecting the property), the potential loss from Wholly Owned
Property is normally limited to the amount of equity invested in such property by Belcrest Realty.
Mortgage debt associated with Wholly Owned Property generally cannot be refinanced prior to
maturity without substantial penalties. The terms of the outstanding lease and mortgage debt
obligations and restrictions on refinancing such debt may limit Belcrest Realtys ability to
dispose of Wholly Owned Property.
Substantially all of the rental payments on certain Wholly Owned Property that is leased on a net
basis may be dedicated to servicing the associated mortgage debt, in which case significant amounts
of cash would not be available to offset operating expenses and the cost of Fund borrowings used to
finance Belcrest Realtys equity in the properties. Such costs and expenses generally must be
provided from other sources of cash flow for Belcrest Realty and the Fund, which may include
additional Fund borrowings under the Credit Facility. Realized returns on investments in net leased
property may be deferred until the property is re-leased following the initial lease term or sold.
The risks of investing in Co-owned Property are substantially the same as investing in Wholly Owned
Property, as well as certain additional risks relating to the ownership of real properties as
tenants-in-common. Included in these risks are the inability to make independent decisions
regarding the property and the risk that other owners may not properly perform their obligations
relating to the property.
The Co-owned Property is financed through mortgage notes. The mortgage notes are secured by the
real property and are generally without recourse to Belcrest Realty and the Fund, except that there
may be recourse for certain liabilities arising from actions such as fraud, misrepresentation,
misappropriation of funds or breach of material covenants and liabilities arising from
environmental conditions.
The success of investments in Partnership Preference Units depends upon factors relating to the
issuing partnerships that may affect such partnerships profitability and their ability to make
distributions to holders of Partnership Preference Units. Investments in Partnership Preference
Units are valued primarily by referencing market trading prices for comparable preferred equity
securities or other fixed-rate instruments having similar investment characteristics. The
valuations of Partnership Preference Units fluctuate over time to reflect, among other factors,
changes in interest rates, changes in the perceived riskiness of such units (including call risk),
changes in the perceived riskiness of comparable or similar securities trading in the public market
and the relationship between supply and demand for comparable or similar securities trading in the
public market. The valuation of Partnership Preference Units will be adversely affected by
increases in interest rates and increases in the perceived riskiness of such units or comparable or
similar securities. Because the Partnership Preference Units are not rated by a nationally
recognized rating agency, they may be subject to more credit risk than securities that are rated
investment grade.
Changes in the fair value of real estate investments and other factors will cause the performance
of the Fund to deviate from the performance of the Portfolio. Over time, the performance of the
Fund can be expected to be more volatile than the performance of the Portfolio.
29
Risks of Interest Rate Swap Agreements. Interest rate swap agreements are subject to changes in
valuation caused principally by movements in interest rates. Interest rate swap agreements are
private contracts in which there is a risk of loss in the event of a default on an obligation to
pay by the counterparty. Interest rate swap agreements may be difficult to value and may be
illiquid. Fluctuations in the value of Partnership Preference Units derived from changes in general
interest rates can be expected to be offset in part (but not entirely) by changes in the value of
interest rate swap agreements applying to those Partnership Preference Units for which they were
purchased, or other interest rate hedges that may be entered into by the Fund with respect to its
borrowings.
Risks of Leverage. Although intended to add to returns, the borrowing of funds to purchase real
estate investments exposes the Fund to the risk that the returns achieved on the real estate
investments will be lower than the cost of borrowing to purchase such assets and that the
leveraging of the Fund to buy such assets will therefore diminish the returns achieved by the Fund
as a whole. In addition, there is a risk that the availability of financing will be interrupted at
some future time, requiring the Fund to sell assets to repay outstanding borrowings or a portion
thereof. It may be necessary to make such sales at unfavorable prices. The Funds obligations under
the Credit Facility are secured by a pledge of its assets, excluding the Funds investment in
Subsidiary Real Estate Investments. In the event of default, the lender could elect to sell assets
of the Fund without regard to consequences of such action for Shareholders. The rights of the
lender to receive payments of interest on and repayments of principal of borrowings under the
Credit Facility are senior to the rights of the Shareholders. The lender under the New Credit
Facility would have similar rights to Fund assets in the event of a default under the New Credit
Facility. Under the terms of the Credit Facility, the Fund is not permitted to make distributions
of cash or securities while there is a default or event of default outstanding under the Credit
Facility. During such periods, the Fund would not be able to honor redemption requests or make cash
distributions. The New Credit Facility contains similar provisions restricting redemptions and cash
distributions in the case of an event of default by the Fund under the New Credit Facility.
In addition, the rights of lenders under the mortgage notes used to finance Subsidiary Real Estate
Investments are senior to Belcrest Realtys right to receive cash distributions from the Subsidiary
Real Estate Investments.
Item 8. Financial Statements and Supplementary Data.
The consolidated financial statements required by Item 8 begin on page 41 of this Annual
Report on Form 10-K. The following is a summary of unaudited quarterly results of operations of the
Fund for the years ending December 31, 2009 and 2008.
2009 | ||||||||||||||||
First | Second | Third | Fourth | |||||||||||||
Quarter | Quarter | Quarter | Quarter | |||||||||||||
Investment income |
$ | 9,981,040 | $ | 9,695,841 | $ | 8,263,379 | $ | 9,094,617 | ||||||||
Net investment income |
$ | 7,999,802 | $ | 7,892,929 | $ | 6,585,769 | $ | 7,397,624 | ||||||||
Net increase (decrease) in net assets from operations |
$ | (145,471,589 | ) | $ | 37,993,435 | $ | 104,289,968 | $ | 46,944,612 | |||||||
Per share data(1): |
||||||||||||||||
Investment income |
$ | 0.94 | $ | 0.99 | $ | 0.89 | $ | 1.07 | ||||||||
Net investment income |
$ | 0.76 | $ | 0.80 | $ | 0.71 | $ | 0.87 | ||||||||
Net increase (decrease) in net assets from operations |
$ | (13.76 | ) | $ | 3.87 | $ | 11.26 | $ | 5.52 |
2008 | ||||||||||||||||
First | Second | Third | Fourth | |||||||||||||
Quarter | Quarter | Quarter | Quarter | |||||||||||||
Investment income |
$ | 12,789,141 | $ | 13,938,723 | $ | 13,584,887 | $ | 12,592,888 | ||||||||
Net investment income |
$ | 5,056,054 | $ | 7,666,869 | $ | 7,824,963 | $ | 7,858,479 | ||||||||
Net decrease in net assets from operations |
$ | (188,201,971 | ) | $ | (53,690,167 | ) | $ | (87,365,764 | ) | $ | (367,052,934 | ) | ||||
Per share data(1): |
||||||||||||||||
Investment income |
$ | 0.94 | $ | 1.07 | $ | 1.08 | $ | 1.10 | ||||||||
Net investment income |
$ | 0.37 | $ | 0.59 | $ | 0.62 | $ | 0.68 | ||||||||
Net decrease in net assets from operations |
$ | (13.85 | ) | $ | (4.11 | ) | $ | (6.92 | ) | $ | (31.95 | ) |
(1) | Based on average Shares outstanding. |
30
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
There have been no changes in, or disagreements with, accountants on accounting and financial
disclosure.
Item 9A. Controls and Procedures.
Fund Governance. As the Funds manager, the complete and entire management, control and operation
of the Fund are vested in Eaton Vance. The Funds Chief Executive Officer and Chief Financial
Officer intend to report to the Audit Committee of the Board of Directors of Eaton Vance, Inc. (the
sole trustee of Eaton Vance) any significant deficiency in the design or operation of internal
control over financial reporting which could adversely affect the Funds ability to record,
process, summarize and report financial data, and any fraud, whether or not material, that involves
management or other employees who have a significant role in the Funds internal control over
financial reporting.
Disclosure Controls and Procedures. Eaton Vance, as the Funds manager, evaluated the effectiveness
of the Funds disclosure controls and procedures (as defined by Rule 13a-15(e) of the Act) as of
the end of the period covered by this report, with the participation of the Funds Chief Executive
Officer and Chief Financial Officer. The Funds disclosure controls and procedures are the controls
and other procedures that the Fund designed to ensure that information required to be disclosed by
the issuer in the reports that it files or submits under the Act is recorded, processed, summarized
and reported, within the time periods specified in the SECs rules and forms. Based on that
evaluation, the Funds Chief Executive Officer and Chief Financial Officer concluded that, as of
December 31, 2009, the Funds disclosure controls and procedures were effective.
Internal Control Over Financial Reporting. The Funds Chief Executive Officer and Chief Financial
Officer have established and maintain internal control over financial reporting as defined in Rules
13a-15(f) and 15d-15(f) of the Act.
31
MANAGEMENTS REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
Eaton Vance Management (Eaton Vance), as manager of Belcrest Capital Fund LLC (the Fund), with the
participation of the Funds Chief Executive Officer and Chief Financial Officer, (collectively
referred to in this report as management) is responsible for establishing and maintaining adequate
internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the
1934 Act. The Funds internal control over financial reporting is designed to provide reasonable
assurance regarding the reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with generally accepted accounting principles.
Because of its inherent limitations, internal control over financial reporting may not prevent or
detect misstatements. Also, projections of any evaluation of effectiveness to future periods are
subject to the risk that controls may become inadequate because of changes in conditions, or that
the degree of compliance with the policies or procedures may deteriorate.
Management assessed the effectiveness of the Funds internal control over financial reporting as of
December 31, 2009. In making this assessment, management used the criteria set forth by the
Committee of Sponsoring Organizations of the Treadway Commission in Internal Control-Integrated
Framework. Based on its assessment and those criteria, management believes that the Fund maintained
effective internal control over financial reporting as of December 31, 2009.
The Funds independent registered public accounting firm has issued an attestation report on the
Funds internal control over financial reporting. That report appears on the following page.
March 1, 2010
32
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Shareholders of Belcrest Capital Fund LLC and Subsidiaries
We have audited the internal control over financial reporting of Belcrest Capital Fund LLC and
subsidiaries (the Fund) as of December 31, 2009, based on criteria established in Internal
ControlIntegrated Framework issued by the Committee of Sponsoring Organizations of the Treadway
Commission. The Funds management is responsible for maintaining effective internal control over
financial reporting and for its assessment of the effectiveness of internal control over financial
reporting, included in the accompanying Managements Report on Internal Control over Financial
Reporting. Our responsibility is to express an opinion on the Funds internal control over
financial reporting based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight
Board (United States). Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether effective internal control over financial reporting was
maintained in all material respects. Our audit included obtaining an understanding of internal
control over financial reporting, assessing the risk that a material weakness exists, testing and
evaluating the design and operating effectiveness of internal control based on the assessed risk,
and performing such other procedures as we considered necessary in the circumstances. We believe
that our audit provides a reasonable basis for our opinion.
A companys internal control over financial reporting is a process designed by, or under the
supervision of, the companys principal executive and principal financial officers, or persons
performing similar functions, and effected by the companys board of directors, management, and
other personnel to provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance with generally
accepted accounting principles. A companys internal control over financial reporting includes
those policies and procedures that (1) pertain to the maintenance of records that, in reasonable
detail, accurately and fairly reflect the transactions and dispositions of the assets of the
company; (2) provide reasonable assurance that transactions are recorded as necessary to permit
preparation of financial statements in accordance with generally accepted accounting principles,
and that receipts and expenditures of the company are being made only in accordance with
authorizations of management and directors of the company; and (3) provide reasonable assurance
regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the
companys assets that could have a material effect on the financial statements.
Because of the inherent limitations of internal control over financial reporting, including the
possibility of collusion or improper management override of controls, material misstatements due
to error or fraud may not be prevented or detected on a timely basis. Also, projections of any
evaluation of the effectiveness of the internal control over financial reporting to future periods
are subject to the risk that the controls may become inadequate because of changes in conditions,
or that the degree of compliance with the policies or procedures may deteriorate.
In our opinion, the Fund maintained, in all material respects, effective internal control over
financial reporting as of December 31, 2009, based on the criteria established in Internal
ControlIntegrated Framework issued by the Committee of Sponsoring Organizations of the Treadway
Commission.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight
Board (United States), the consolidated financial statements and financial highlights as of and
for the year ended December 31, 2009 of the Fund and our report dated March 1, 2010 expressed an
unqualified opinion on those financial statements and financial highlights.
DELOITTE & TOUCHE LLP
Boston, Massachusetts
March 1, 2010
Boston, Massachusetts
March 1, 2010
33
Item 9B. Other Information.
None.
PART III
Item 10. Directors, Executive Officers and Corporate Governance.
(a) Management.
Pursuant to the Funds LLC Agreement, the Funds manager, Eaton Vance, has the authority to conduct
the Funds business. Eaton Vance appointed Thomas E. Faust Jr. to serve indefinitely as the Funds
Chief Executive Officer on October 16, 2002. Eaton Vance appointed Andrew C. Frenette to serve
indefinitely as the Funds Chief Financial Officer on January 22, 2007. Information about Mr. Faust
appears below. Mr. Frenette, 35, is a Vice President of Eaton Vance and Boston Management. He also
serves as Chief Financial Officer of Belport Capital Fund LLC and Belrose Capital Fund LLC. Mr.
Frenette has been an employee of Eaton Vance since 2006. Prior to joining Eaton Vance, Mr. Frenette
was Manager of Finance Investments and Acquisitions for GE Real Estate, a business unit of GE
Commercial Finance. Mr. Frenette serves as a Vice President of Belcrest Realty, as well as the REIT
subsidiary of each of the other above-mentioned funds. As members of the Eaton Vance organization,
Messrs. Faust and Frenette receive no compensation from the Fund for serving as Fund officers.
There are no other officers of the Fund. The Fund does not have a board of directors or similar
governing body.
The Audit Committee of the Board of Directors of Eaton Vance, Inc., the sole trustee of Eaton
Vance, oversees the accounting and financial reporting processes of the Fund, audits of the Funds
financial statements and otherwise serves as the Funds audit committee. The Fund has no nominating
or compensation committee. The members of the Audit Committee of the Board of Directors of Eaton
Vance, Inc. are Frederick S. Marius and Robert J. Whelan. The Funds audit committee financial
expert (as that term is defined in Item 7(d)(3)(iv) of Schedule 14A under the Act) is Mr. Whelan.
Messrs. Marius and Whelan are senior officers of Eaton Vance and, as such, are not independent of
Fund management. Information about Messrs. Marius and Whelan appears below.
Boston Management is investment adviser to the Fund and the Portfolio and manager of Belcrest
Realty. The Co-Portfolio Managers of the Fund and of the Portfolio are Duncan W. Richardson, Lewis
R. Piantedosi, Yana S. Barton and Michael A. Allison. Mr. Richardson is Executive Vice President
and Chief Equity Investment Officer of Eaton Vance, Boston Management and Eaton Vance Corp. and a
Director of Eaton Vance Corp. Mr. Richardson has been employed by Eaton Vance since 1987. Messrs.
Piantedosi and Allison and Ms. Barton are each a Vice President of Eaton Vance and Boston
Management. Mr. Piantedosi became Co-Portfolio Manager of the Fund and of the Portfolio on May 1,
2006, has been employed by the Eaton Vance organization since 1993 and manages other Eaton Vance
portfolios. Ms. Barton and Mr. Allison became Co-Portfolio Managers of the Fund and of the
Portfolio on March 1, 2008, have been employed by the Eaton Vance organization since 1997 and 2000,
respectively, and manage other Eaton Vance portfolios. Boston
Management has an experienced team of analysts that provides Messrs. Richardson, Piantedosi,
Allison and Ms. Barton with research and recommendations on investments.
The directors of Belcrest Realty are Mr. Faust and William R. Cross, each of whom is described
below. Mr. Cross is the President and portfolio manager of Belcrest Realty and the head of Boston
Managements real estate investment group, which has primary responsibility for providing research
and analysis relating to the Funds real estate investments held through Belcrest Realty. Mr. Cross
is a Vice President of Eaton Vance and Boston Management and has been employed by the Eaton Vance
organization since 1996. A majority of Mr. Cross time is spent managing the real estate
investments of Belcrest Realty and the real estate investment affiliates of other investment funds
advised by Boston Management. Mr. Cross serves as Chairman of the Board and President of the Real
Estate Joint Ventures. Other officers of Eaton Vance and Boston Management also serve as officers
and/or directors of the Real Estate Joint Ventures.
As disclosed under The Eaton Vance Organization in Item 1, Eaton Vance and Boston Management are
wholly owned subsidiaries of Eaton Vance Corp. The non-voting common stock of Eaton Vance Corp. is
listed and traded on the NYSE. All shares of the voting common stock of Eaton Vance Corp. are held
in a voting trust, the voting trustees of which are senior officers of the Eaton Vance
organization. Eaton Vance, Inc., a wholly owned subsidiary of Eaton Vance Corp., is the sole
trustee of Eaton Vance and of Boston Management, each of which is a Massachusetts business trust.
The names of the executive officers and the directors of Eaton Vance, Inc. and their ages and
principal occupations (in addition to their responsibilities described above) are set forth below.
34
Thomas E. Faust Jr. (51) is Chief Executive Officer and President of Eaton Vance Corp., President
and Director of Eaton Vance, Inc., Chief Executive Officer and President of Eaton Vance and Boston
Management, and Director of EV Distributors. He is also Chief Executive Officer of Belport Capital
Fund LLC and Belrose Capital Fund LLC and is an officer of various other investment companies
managed by Eaton Vance or Boston Management. Mr. Faust has been employed by Eaton Vance since 1985.
Frederick S. Marius (46) is Vice President, Secretary and Chief Legal Officer of Eaton Vance,
Boston Management, Eaton Vance Corp., EV Distributors and Eaton Vance, Inc. and a Director of Eaton
Vance, Inc. He is also an officer of various investment companies managed by Eaton Vance or Boston
Management and has been employed by Eaton Vance since 2004.
Robert J. Whelan (48) is Vice President and Treasurer of Eaton Vance, Boston Management, Eaton
Vance Corp. and Eaton Vance, Inc. and a Director of Eaton Vance, Inc. He is also the Chief
Financial Officer of Eaton Vance Corp. and Eaton Vance, Inc. and Vice President and Director of EV
Distributors. He has been employed by Eaton Vance since 2007. Prior to joining Eaton Vance, Mr.
Whelan was Executive Vice President and Chief Financial Officer for Boston Private Wealth
Management Group from December 2004 to April 2007.
(b) Compliance with Section 16(a) of the Act.
Section 16(a) of the Act requires the Funds officers and directors and persons who own more than
ten percent of the Funds Shares to file forms reporting their affiliation with the Fund and
reports of ownership and changes in ownership of the Funds Shares with the SEC. Eaton Vance, as
manager of the Fund, and the Directors and executive officers of Eaton Vance, Inc., the sole
trustee of Eaton Vance, also comply with Section 16(a). These persons and entities are required by
SEC regulations to furnish the Fund with copies of all Section 16(a) forms they file. To the best
of the Funds knowledge, during the year ending December 31, 2009 no Section 16(a) filings were
required by such persons or entities.
(c) Code of Ethics.
The Fund has adopted a Code of Ethics that applies to the principal executive officer and principal
financial officer (who is also the Funds principal accounting officer). A copy of the Code of
Ethics is available at no cost by request to the Funds Chief Financial Officer, Two International
Place, Boston, MA 02110 or by calling (800) 225-6265. If the Fund makes any substantive amendments
to the Code of Ethics or grants any waiver, including an implicit waiver, from a provision of the
Code of Ethics as applicable to the principal executive officer or principal financial officer, the
Fund will disclose the nature of such amendment or waiver in a report on Form 8-K.
Item 11. Executive Compensation.
As noted in Item 10, the officers of the Fund receive no compensation from the Fund (nor does any
other officer of Belcrest Realty or a Subsidiary Real Estate Investment of the Fund performing
policy making functions for the Fund). The Funds manager, Eaton Vance, and its affiliates receive
certain fees from the Fund for services provided to the Fund, which are described in Item 13 below.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Shareholder
Matters.
Security Ownership of Certain Beneficial Owners. As of March 1, 2010, the following person
beneficially owned the percentage of Fund Shares indicated:
Name and Address of | ||
Beneficial Owner | Percent of Class | |
Jeff Broad & Cindy Quane, Trustees, The Eli & Edyth Broad 1980 Family Trust and the Jeffrey Broad 1997 Trust Los Angeles, CA | 11% |
To the knowledge of the Fund, no other person beneficially owned more than 5% of the Shares of the
Fund as of December 31, 2009.
Security Ownership of Management. As of February 17, 2010, Eaton Vance, the manager of the Fund,
beneficially owned 113 Shares of the Fund. The Shares owned by Eaton Vance represent less than 1%
of the outstanding Shares of the
35
Fund as of February 17, 2010. None of the other entities or individuals named in response to Item
10 above beneficially owned Shares of the Fund as of such date.
Changes in Control. Not applicable.
Item 13. Certain Relationships and Related Transactions, and Director Independence.
Messrs. Faust and Frenette are currently the only related persons of the Fund (as that term is
defined in Regulation S-K under the Securities Act and the Act). The Fund has instituted written
policies and procedures to determine the existence of a reportable transaction under Item 404(a) of
Regulation S-K. In accordance with such policies and procedures, Eaton Vance circulates an
Executive Officer Questionnaire to each related person annually to determine the existence of a
potential reportable transaction. Any transaction, or proposed transaction, in which the Fund was
or is to be a participant and the amount of which exceeds $120,000 (and in which a related person
had or will have a direct or indirect material interest) is required to be reviewed by the Audit
Committee of the Board of Directors of Eaton Vance, Inc. The Fund did not have any reportable
transactions under Item 404(a) of Regulation S-K during the year ending December 31, 2009.
The table below sets forth the fees paid or payable by, or allocable to, the Fund and Belcrest
Realty for the years ending December 31, 2009 and 2008 in connection with services rendered by
Eaton Vance and its affiliates. Each fee is described in the following table.
Year ending | Year ending | |||||||
December | December | |||||||
31, 2009 | 31, 2008 | |||||||
Fund Advisory and Administrative Fees* |
$ | 997,271 | $ | 1,191,207 | ||||
Belcrest Realty Management Fees |
$ | 3,637,121 | $ | 4,524,851 | ||||
Funds Allocable Portion of the Portfolios Advisory Fees** |
$ | 3,238,375 | $ | 6,655,478 | ||||
Fund Servicing Fees |
$ | 237,556 | $ | 451,732 | ||||
Funds Allocable Portion of Belvedere Companys Servicing Fees |
$ | 1,081,255 | $ | 2,318,528 | ||||
Fund Distribution Fees |
| $ | 1,304,533 | * | ||||
Aggregate Compensation Paid by the Fund to Eaton Vance and its
Affiliates |
$ | 4,634,392 | $ | 7,020,591 |
* | Boston Management has agreed to waive the portion of the investment advisory and administrative fee payable by the Fund to the extent that such fee, together with the distribution fee payable by the Fund and the Funds attributable share of the investment advisory and management fees payable by the Portfolio and Belcrest Realty, respectively, exceeds 0.60% of the average daily gross assets of the Fund. If the Fund invests in an EV money market fund, the advisory and administrative fee paid to Boston Management by the EV money market fund in respect of the Funds investment therein will be credited towards the Funds advisory and administrative fee payments, reducing the amount of such fees otherwise payable. The amounts shown are net of reductions and amounts waived by Boston Management. | |
** | For the years ending December 31, 2009 and 2008, advisory fees paid or payable by the Portfolio totaled $41,375,335 and $68,300,344, respectively. For the year ending December 31, 2009, Belvedere Companys allocable portion of that fee was $29,752,815 of which $3,238,375 was allocable to the Fund. For the year ending December 31, 2008, Belvedere Companys allocable portion of that fee was $50,952,553, of which $6,655,478 was allocable to the Fund. The advisory fee payable by the Portfolio is reduced by the Portfolios allocable portion of the advisory fee paid by an EV money market fund. |
The Funds Investment Advisory and Administrative Fee. Under the terms of the Funds investment
advisory and administrative agreement, Boston Management is entitled to receive, subject to the fee
waiver described in the next sentence, a monthly advisory and administrative fee at the rate of
1/20 of 1% (equivalent to 0.60% annually) of the average daily gross investment assets of the Fund.
Boston Management has agreed to waive that portion of the monthly investment advisory and
administrative fee payable by the Fund to the extent that such fee, together with the distribution
fees payable by the Fund (see Distribution Fees Paid to EV Distributors below) and the Funds
attributable share of the monthly advisory and management fees for such month payable by the
Portfolio and Belcrest Realty, respectively, exceeds 1/20 of 1% of the average daily gross
investment assets of the Fund. The term gross investment assets as used in the agreement means the
value of all assets of the Fund other than the Funds investment in Belcrest Realty minus the sum
of the Funds liabilities other than the principal amount of money borrowed.
36
Belcrest Realtys Management Fee. Under the terms of Belcrest Realtys management agreement with
Boston Management, Boston Management receives a monthly management fee at the rate of 1/20 of 1%
(equivalent to 0.60% annually) of the average daily gross investment assets of Belcrest Realty. The
term gross investment assets as used in the agreement means the value of all assets of Belcrest
Realty minus the sum of Belcrest Realtys liabilities other than the principal amount of money
borrowed. For this purpose, the assets and liabilities of Belcrest Realty includes its ratable
share of the assets and liabilities of its direct and indirect subsidiaries, real estate joint
ventures, and co-owned real property investments.
The Portfolios Investment Advisory Fee. Under the terms of the Portfolios investment advisory
agreement with Boston Management, Boston Management receives a monthly advisory fee as follows:
Annual Fee Rate | ||||
Average 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 | % |
In accordance with the terms of the 1940 Act, the Portfolios Board of Trustees considers the
continuation of the Portfolios investment advisory agreement annually.
Servicing Fees Paid by the Fund. Pursuant to a servicing agreement between the Fund and EV
Distributors, the Fund pays a servicing fee to EV Distributors for providing certain services and
information to the Shareholders of the Fund. The servicing fee is paid on a quarterly basis at an
annual rate of 0.20% of the Funds average daily net assets. With respect to Shareholders who
subscribed through a subagent, EV Distributors has assigned servicing responsibilities and fees to
the applicable subagent, beginning twelve months after the issuance of Shares of the Fund to such
persons. The Funds allocated share of the servicing fee paid by Belvedere Company is credited
toward the Funds servicing fee payment, thereby reducing the amount of the servicing fee payable
by the Fund.
Servicing Fees Paid by Belvedere Company. Pursuant to a servicing agreement between Belvedere
Company and EV Distributors, Belvedere Company pays a servicing fee to EV Distributors for
providing certain services and information to direct and indirect investors in Belvedere Company.
The servicing fee is paid on a quarterly basis, at an annual rate of 0.15% of Belvedere Companys
average daily net assets. With respect to investors in Belvedere Company and
Shareholders of the Fund who subscribed through a subagent, EV Distributors has assigned servicing
responsibilities and fees to the applicable subagent, beginning twelve months after the issuance of
shares of Belvedere Company or Shares of the Fund to such persons. The Fund assumes its allocated
share of Belvedere Companys servicing fee. The servicing fee payable in respect of the Funds
investment in Belvedere Company is credited toward the Funds servicing fee described above.
Distribution Fees Paid to EV Distributors. Under the terms of the Funds placement agreement with
EV Distributors, EV Distributors receives a distribution fee at an annual rate of 0.10% of the
average daily net assets of the Fund as compensation for its services as placement agent. The
distribution fee accrued from the Funds initial closing and expired on November 24, 2008.
37
Certain Real Estate Investment Transactions. During the year ending December 31, 2009, Belcrest
Realty did not enter into any real estate investment transactions with affiliates.
Item 14. Principal Accounting Fees and Services.
The following table presents fees for the professional audit services rendered by Deloitte & Touche
LLP for the audit of the Funds annual financial statements for the years ending December 31, 2009
and 2008 and fees billed for other services rendered by Deloitte & Touche LLP during those periods,
including fees charged by Deloitte & Touche LLP to the Funds consolidated subsidiaries.
Year ending December 31, | ||||||||
2009 | 2008 | |||||||
Audit fees |
$ | 113,825 | $ | 114,550 | ||||
Tax fees (1) |
$ | 235,000 | $ | 235,442 | ||||
Total |
$ | 348,825 | $ | 349,992 | ||||
(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. |
The Audit Committee of the Board of Directors of Eaton Vance, Inc. reviews all audit,
audit-related, tax and other fees at least annually. The Audit Committee of the Board of Directors
of Eaton Vance, Inc., pre-approved all audit and tax services for the years ending December 31,
2009 and 2008. The Audit Committee of the Board of Directors of Eaton Vance, Inc. has concluded
that the provision of the tax services listed above is compatible with maintaining the independence
of Deloitte & Touche LLP.
38
PART IV
Item 15. Exhibits and Financial Statement Schedules.
(a) | Please see the Funds consolidated financial statements which begin on page 41 of this Annual Report on Form 10-K. Please see the Portfolios financial statements which begin on page 68 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 85 hereof. |
39
Appendix A
Belcrest Capital Fund LLCs (The Fund) Investment Structure
as of December 31, 2009
as of December 31, 2009
The Fund (A) Belvedere Capital Fund Company LLC (B) Belcrest Realty Corporation (D) Tax-Managed Growth Portfolio (C) Allagash Lafayette Belcrest Realty Bel Bel Property Real Estate Subsidiary Holdings LLC (G) Stamford I LLC (H) Trust (E) LLC (E) LLC (F) |
(A) | The Fund is a Massachusetts limited liability company. Eaton Vance Management is the manager of the Fund; Boston Management and Research (Boston Management) is the Funds investment adviser. | |
(B) | Belvedere Capital Fund Company LLC (Belvedere Company) is a Massachusetts limited liability company. Boston Management is the manager of Belvedere Company. | |
(C) | Tax-Managed Growth Portfolio (the Portfolio) is a Massachusetts trust. Boston Management is the investment adviser of the Portfolio. | |
(D) | Belcrest Realty Corporation (Belcrest Realty) is a Delaware corporation. Boston Management is the manager of Belcrest Realty. Belcrest Realty also holds direct investments in partnership preference units. | |
(E) | Allagash Property Trust is a Maryland real estate investment trust and Lafayette Real Estate LLC is a Delaware limited liability company. Belcrest Realty owns a majority economic interest in these real estate joint ventures. | |
(F) | Belcrest Realty Subsidiary LLC (Belcrest Subsidiary) is a Delaware limited liability company. Belcrest Subsidiary is a wholly owned subsidiary of Belcrest Realty. | |
(G) | Bel Holdings LLC (Bel Holdings) is a Delaware limited liability company. Belcrest Realty owns a minority interest in Bel Holdings, which owns partnership preference units issued by Vornado Realty L.P. | |
(H) | Bel Stamford I LLC (Bel Stamford I) is a Delaware limited liability company. Bel Stamford I is a wholly owned subsidiary of Belcrest Realty and owns a tenancy-in-common interest in real property. |
40
Belcrest Capital Fund LLC |
Consolidated
Portfolios of Investments
Investment in Belvedere Capital Fund Company LLC 108.1% and 107.9% | ||||||||||||||||||
December 31, 2009 | December 31, 2008 | |||||||||||||||||
Security | Shares | Value | Shares | Value | ||||||||||||||
Investment in Belvedere Capital Fund Company LLC (Belvedere Company)(1) | 4,359,219 | $ | 705,444,925 | 6,488,307 | $ | 872,416,210 | ||||||||||||
Total
Investment in Belvedere Company
|
||||||||||||||||||
(identified
cost, $406,197,404 and $749,176,948)
|
$ | 705,444,925 | $ | 872,416,210 | ||||||||||||||
Partnership Preference Units 10.6% and 9.2% | ||||||||||||||||||
Security | Units | Value | Units | Value | ||||||||||||||
Bel Holdings LLC(2)(3) | 73,986 | $ | 9,262,977 | 82,209 | $ | 6,972,285 | ||||||||||||
Essex Portfolio, L.P. (California Limited Partnership affiliate of Essex Property Trust, Inc.), 7.875% Series B Cumulative Redeemable Preferred Units, Callable from 12/31/09(2) | 300,000 | 12,714,660 | 300,000 | 9,636,600 | ||||||||||||||
Liberty Property Limited Partnership (Pennsylvania Limited Partnership affiliate of Liberty Property Trust), 7.45% Series B Cumulative Redeemable Preferred Units, Callable from 8/31/09(2) | 250,000 | 4,850,000 | 250,000 | 3,817,500 | ||||||||||||||
MHC Operating Limited Partnership (Illinois Limited Partnership affiliate of Equity Lifestyle Properties, Inc.), 8.0625% Series D Cumulative Redeemable Perpetual Preference Units, Callable from 3/24/10(2) | 1,500,000 | 29,070,000 | 1,500,000 | 22,065,000 | ||||||||||||||
MHC Operating Limited Partnership (Illinois Limited Partnership affiliate of Equity Lifestyle Properties, Inc.), 7.95% Series F Cumulative Redeemable Perpetual Preference Units, Callable from 6/30/10(2) | 700,000 | 13,377,000 | 700,000 | 10,157,000 | ||||||||||||||
PSA Institutional Partners, L.P. (California Limited Partnership affiliate of Public Storage, Inc.), 6.4% Series NN Cumulative Redeemable Perpetual Preferred Units, Callable from 3/17/10(2) | | | 1,400,000 | 21,854,000 | ||||||||||||||
Total
Partnership Preference Units
|
||||||||||||||||||
(identified
cost, $85,093,960 and $121,054,966)
|
$ | 69,274,637 | $ | 74,502,385 | ||||||||||||||
Real Estate Joint Ventures 11.1% and 22.6% | ||||||||||||||||||
Description | Value | Value | ||||||||||||||||
Investment in Allagash Property Trust (a majority economic interest of 87.1% and 80.6% in Allagash Property Trust which invests in nineteen industrial distribution properties located in seven states, net of associated mortgage debt)(2)(4) | $ | 27,493,165 | $ | 107,790,943 | ||||||||||||||
Investment in Lafayette Real Estate LLC (a majority economic interest of 68.9% and 69.9% in Lafayette Real Estate LLC which invests in twelve office properties located in Virginia, net of associated mortgage debt)(2) | 45,082,179 | 75,455,226 | ||||||||||||||||
Total
Real Estate Joint Ventures
|
||||||||||||||||||
(identified
cost, $262,241,300 and $260,284,212)
|
$ | 72,575,344 | $ | 183,246,169 | ||||||||||||||
See notes to consolidated financial
statements
41
41
Belcrest Capital Fund LLC |
Consolidated
Portfolios of Investments (continued)
Co-owned Property 0.4% and 0.6% | ||||||||||||||||||
December 31, 2009 | December 31, 2008 | |||||||||||||||||
Description | Value | Value | ||||||||||||||||
Bel Stamford I LLC (a single member LLC with a 10.0% tenancy-in-common interest in an office property located in Connecticut, net of associated mortgage debt)(2) | $ | 2,335,863 | $ | 4,581,534 | ||||||||||||||
Total
Co-owned Property
|
||||||||||||||||||
(identified
cost, $8,036,995 and $7,482,667)
|
$ | 2,335,863 | $ | 4,581,534 | ||||||||||||||
Short-Term Investment 0.2% and 0.1% | ||||||||||||||||||
Interest |
Interest |
|||||||||||||||||
(000s |
(000s |
|||||||||||||||||
Description | omitted) | Value | omitted) | Value | ||||||||||||||
Cash Management Portfolio, 0.00% and 0.75%(5) | 1,338 | $ | 1,338,012 | 699 | $ | 698,542 | ||||||||||||
Total
Short-Term Investment
|
||||||||||||||||||
(identified
cost, $1,338,012 and $698,542)
|
$ | 1,338,012 | $ | 698,542 | ||||||||||||||
Total
Investments 130.4% and 140.4%
|
||||||||||||||||||
(identified
cost, $762,907,671 and $1,138,697,335)
|
$ | 850,968,781 | $ | 1,135,444,840 | ||||||||||||||
Other
Assets, Less Liabilities (30.4)% and (40.4)%
|
$ | (198,291,550 | ) | $ | (326,563,363 | ) | ||||||||||||
Net
Assets 100.0% and 100.0%
|
$ | 652,677,231 | $ | 808,881,477 | ||||||||||||||
The percentage shown for each
investment category is based on net assets. The percentages as
of December 31, 2008 were previously presented based on total
investments as follows:
Investment in Belvedere Capital
Fund Company LLC 76.8%
Partnership Preference
Units 6.6%
Real Estate Joint
Ventures 16.1%
Co-owned
Property 0.4%
Short-Term
Investment 0.1%
| Security exempt from registration under the Securities Act of 1933. At December 31, 2009 and 2008, the value of these securities totaled $69,274,637 and $74,502,385 or 10.6% and 9.2% of net assets, respectively. | |
(1) | Shares have been pledged as collateral for the Credit Facility (Note 11A). | |
(2) | Investment valued at fair value using methods determined in good faith by or at the direction of the manager of Belcrest Realty Corporation. | |
(3) | The sole investment of Bel Holdings LLC is as follows: Vornado Realty L.P. (Delaware limited partnership affiliate of Vornado Realty Trust), 7% Series D-10 Cumulative Redeemable Preferred Units, callable from 11/17/08. This security is exempt from the Securities Act of 1933. | |
(4) | At December 31, 2008, the investment in Allagash Property Trust consisted of twenty industrial distribution properties located in eight states, net of associated mortgage debt. | |
(5) | Affiliated investment company available to Eaton Vance portfolios and funds, which invests in high quality, U.S. dollar denominated money market instruments. The rate shown is the annualized seven-day yield as of December 31, 2009 and 2008, respectively. |
See notes to consolidated financial
statements
42
42
Belcrest Capital Fund LLC |
Consolidated
Financial Statements
Consolidated Statements of
Assets and Liabilities
December 31, | ||||||||||
Assets | 2009 | 2008 | ||||||||
Investment in Belvedere Company, at value
(identified cost, $406,197,404 and $749,176,948,
respectively)
|
$ | 705,444,925 | $ | 872,416,210 | ||||||
Unaffiliated investments, at value
(identified cost, $355,372,255 and $388,821,845,
respectively)
|
144,185,844 | 262,330,088 | ||||||||
Affiliated investment, at value
(identified cost, $1,338,012 and $698,542,
respectively)
|
1,338,012 | 698,542 | ||||||||
Cash
|
1,212,932 | 1,761,897 | ||||||||
Interest receivable from affiliated investment
|
| 1,171 | ||||||||
Other assets
|
567,345 | | ||||||||
Total assets
|
$ | 852,749,058 | $ | 1,137,207,908 | ||||||
Liabilities | ||||||||||
Loan payable Credit Facility
|
$ | 194,500,000 | $ | 316,000,000 | ||||||
Payable for Fund shares redeemed
|
568,252 | 486,035 | ||||||||
Special Distributions payable
|
| 1,066,441 | ||||||||
Interest payable for open interest rate swap agreements
|
61,852 | 83,769 | ||||||||
Open interest rate swap agreements, at value
|
3,241,582 | 9,509,218 | ||||||||
Payable to affiliate for investment advisory and administrative
fees
|
367,161 | 448,379 | ||||||||
Payable to affiliate for servicing fee
|
56,209 | 73,715 | ||||||||
Other accrued expenses:
|
||||||||||
Interest expense
|
70,764 | 48,918 | ||||||||
Other expenses and liabilities
|
1,206,007 | 609,956 | ||||||||
Total liabilities
|
$ | 200,071,827 | $ | 328,326,431 | ||||||
Net Assets
|
$ | 652,677,231 | $ | 808,881,477 | ||||||
Shareholders
Capital
|
$ | 652,677,231 | $ | 808,881,477 | ||||||
Shares
Outstanding (unlimited number of shares authorized)
|
8,125,199 | 10,826,294 | ||||||||
Net
Asset Value and Redemption Price Per Share
|
$ | 80.33 | $ | 74.71 | ||||||
See notes to consolidated financial
statements
43
43
Belcrest Capital Fund LLC |
Consolidated
Financial Statements (continued)
Consolidated Statements of
Operations
Year Ended December 31, | ||||||||||||||
Investment Income | 2009 | 2008 | 2007 | |||||||||||
Dividends allocated from Belvedere Company (net of foreign
taxes, $222,476, $419,463 and $719,054, respectively)
|
$ | 16,798,122 | $ | 34,587,301 | $ | 43,340,042 | ||||||||
Interest allocated from Belvedere Company
|
53,352 | 509,043 | 563,451 | |||||||||||
Security lending income allocated from Belvedere Company, net
|
| 80,317 | 160,717 | |||||||||||
Expenses allocated from Belvedere Company
|
(4,525,297 | ) | (9,404,427 | ) | (13,371,603 | ) | ||||||||
Net investment income allocated from Belvedere Company
|
$ | 12,326,177 | $ | 25,772,234 | $ | 30,692,607 | ||||||||
Net investment income from Real Estate Joint Ventures
|
17,706,930 | 17,965,150 | 18,607,933 | |||||||||||
Distributions from Partnership Preference Units
|
6,447,403 | 8,429,406 | 12,671,094 | |||||||||||
Net investment income from Co-owned Property
|
552,265 | 241,961 | | |||||||||||
Interest
|
256 | 404,323 | 263,776 | |||||||||||
Interest allocated from affiliated investment
|
13,581 | 109,863 | 606,702 | |||||||||||
Expenses allocated from affiliated investment
|
(11,735 | ) | (17,298 | ) | (57,600 | ) | ||||||||
Total investment income
|
$ | 37,034,877 | $ | 52,905,639 | $ | 62,784,512 | ||||||||
Expenses | ||||||||||||||
Investment advisory and administrative fees
|
$ | 4,634,392 | $ | 7,020,591 | $ | 9,048,086 | ||||||||
Distribution and servicing fees
|
237,556 | 1,756,265 | 2,729,803 | |||||||||||
Interest expense on Credit Facility
|
1,624,286 | 15,958,913 | 39,563,027 | |||||||||||
Custodian and transfer agent fee
|
60,946 | 58,904 | 75,889 | |||||||||||
Miscellaneous
|
601,573 | 1,009,134 | 1,369,375 | |||||||||||
Total expenses
|
$ | 7,158,753 | $ | 25,803,807 | $ | 52,786,180 | ||||||||
Deduct
|
||||||||||||||
Reduction of investment advisory and administrative fees
|
$ | | $ | 1,304,533 | $ | 2,030,065 | ||||||||
Net expenses
|
$ | 7,158,753 | $ | 24,499,274 | $ | 50,756,115 | ||||||||
Net investment income
|
$ | 29,876,124 | $ | 28,406,365 | $ | 12,028,397 | ||||||||
See notes to consolidated financial
statements
44
44
Belcrest Capital Fund LLC |
Consolidated
Financial Statements (continued)
Consolidated Statements of
Operations (continued)
Year Ended December 31, | ||||||||||||||
Realized and Unrealized Gain (Loss) | 2009 | 2008 | 2007 | |||||||||||
Net realized gain (loss)
|
||||||||||||||
Investment transactions in Belvedere Company (investments and
foreign currency) (identified cost
basis)(1)
|
$ | (59,270,474 | ) | $ | (26,802,134 | ) | $ | 86,463,901 | ||||||
Investment transactions in Partnership Preference Units
(identified cost basis)
|
(12,744,455 | ) | (17,127,051 | ) | (1,003,902 | ) | ||||||||
Investment transactions in Real Estate Joint Ventures
|
(2,033,278 | ) | | | ||||||||||
Investment transactions in other real estate
|
| (7,279,512 | ) | | ||||||||||
Investment transactions in affiliated investment
|
1,947 | | | |||||||||||
Interest rate swap
agreements(2)
|
(9,654,679 | ) | (6,764,123 | ) | 5,428,613 | |||||||||
Net realized gain (loss)
|
$ | (83,700,939 | ) | $ | (57,972,820 | ) | $ | 90,888,612 | ||||||
Change in unrealized appreciation (depreciation)
|
||||||||||||||
Investment in Belvedere Company (investments and foreign
currency) (identified cost basis)
|
$ | 176,008,259 | $ | (608,715,768 | ) | $ | (14,189,615 | ) | ||||||
Investment in Partnership Preference Units (identified cost
basis)
|
30,733,258 | (6,190,383 | ) | (7,017,232 | ) | |||||||||
Investment in Real Estate Joint Ventures
|
(112,627,913 | ) | (45,057,317 | ) | 9,256,405 | |||||||||
Investment in Co-owned Property
|
(2,799,999 | ) | (2,901,133 | ) | | |||||||||
Investment in other real estate
|
| 7,279,512 | | |||||||||||
Interest rate swap agreements
|
6,267,636 | (11,159,292 | ) | (13,084,514 | ) | |||||||||
Net change in unrealized appreciation (depreciation)
|
$ | 97,581,241 | $ | (666,744,381 | ) | $ | (25,034,956 | ) | ||||||
Net realized and unrealized gain (loss)
|
$ | 13,880,302 | $ | (724,717,201 | ) | $ | 65,853,656 | |||||||
Net increase (decrease) in net assets from operations
|
$ | 43,756,426 | $ | (696,310,836 | ) | $ | 77,882,053 | |||||||
(1) | Amounts include net realized gain (loss) from redemptions in-kind of $(19,875,475), $31,309,922 and $58,508,103, respectively. | |
(2) | Amounts include net interest earned (incurred) in connection with interest rate swap agreements of $(7,958,380), $(6,083,785) and $5,428,613, respectively (Note 2F). |
See notes to consolidated financial
statements
45
45
Belcrest Capital Fund LLC |
Consolidated
Financial Statements (continued)
Consolidated Statements of
Changes in Net Assets
Year Ended December 31, | ||||||||||||||
Increase (Decrease) in Net Assets | 2009 | 2008 | 2007 | |||||||||||
From operations
|
||||||||||||||
Net investment income
|
$ | 29,876,124 | $ | 28,406,365 | $ | 12,028,397 | ||||||||
Net realized gain (loss) from investment transactions, foreign
currency transactions and interest rate swap agreements
|
(83,700,939 | ) | (57,972,820 | ) | 90,888,612 | |||||||||
Net change in unrealized appreciation (depreciation) of
investments, foreign currency and interest rate swap agreements
|
97,581,241 | (666,744,381 | ) | (25,034,956 | ) | |||||||||
Net increase (decrease) in net assets from operations
|
$ | 43,756,426 | $ | (696,310,836 | ) | $ | 77,882,053 | |||||||
Transactions in Fund shares
|
||||||||||||||
Net asset value of Fund shares issued to Shareholders in payment
of distributions declared
|
$ | 4,083,889 | $ | 9,706,988 | $ | 12,542,139 | ||||||||
Net asset value of Fund shares redeemed
|
(190,776,429 | ) | (293,939,716 | ) | (403,916,398 | ) | ||||||||
Net decrease in net assets from Fund share transactions
|
$ | (186,692,540 | ) | $ | (284,232,728 | ) | $ | (391,374,259 | ) | |||||
Distributions
|
||||||||||||||
Distributions to Shareholders
|
$ | (13,268,132 | ) | $ | (29,966,576 | ) | $ | (33,252,346 | ) | |||||
Special Distributions
|
| (1,066,441 | ) | | ||||||||||
Total distributions
|
$ | (13,268,132 | ) | $ | (31,033,017 | ) | $ | (33,252,346 | ) | |||||
Net decrease in net assets
|
$ | (156,204,246 | ) | $ | (1,011,576,581 | ) | $ | (346,744,552 | ) | |||||
Net Assets | ||||||||||||||
At beginning of year
|
$ | 808,881,477 | $ | 1,820,458,058 | $ | 2,167,202,610 | ||||||||
At end of year
|
$ | 652,677,231 | $ | 808,881,477 | $ | 1,820,458,058 | ||||||||
See notes to consolidated financial
statements
46
46
Belcrest Capital Fund LLC |
Consolidated
Financial Statements (continued)
Consolidated Statements of Cash Flows
Year Ended December 31, | ||||||||||||||
Increase (Decrease) in Cash | 2009 | 2008 | 2007 | |||||||||||
Cash Flows From Operating Activities
|
||||||||||||||
Net increase (decrease) in net assets from operations
|
$ | 43,756,426 | $ | (696,310,836 | ) | $ | 77,882,053 | |||||||
Adjustments to reconcile net increase (decrease) in net assets
from operations to net cash flows provided by operating
activities
|
||||||||||||||
Net investment income allocated from Belvedere Company
|
(12,326,177 | ) | (25,772,234 | ) | (30,692,607 | ) | ||||||||
Net investment income from Real Estate Joint Ventures
|
(17,706,930 | ) | (17,965,150 | ) | (18,607,933 | ) | ||||||||
Net payments from Real Estate Joint Ventures
|
13,716,564 | 10,825,385 | 107,712,314 | |||||||||||
Net investment income from Co-owned Property
|
(552,265 | ) | (241,961 | ) | | |||||||||
Payments to Co-owned Property
|
(2,063 | ) | (8,334 | ) | | |||||||||
(Increase) decrease in affiliated investment and interest
receivable from affiliated investment
|
(638,299 | ) | 3,511,598 | (978,968 | ) | |||||||||
Decrease in distributions and interest receivable
|
| 470 | 561,842 | |||||||||||
Decrease in interest receivable for open interest rate swap
agreements
|
| 21,380 | 42,024 | |||||||||||
(Increase) decrease in other assets
|
(567,345 | ) | 222,282 | (222,282 | ) | |||||||||
Decrease in payable to affiliate for investment advisory and
administrative fees
|
(81,218 | ) | (87,080 | ) | (65,395 | ) | ||||||||
Decrease in payable to affiliate for distribution and servicing
fees
|
(17,506 | ) | (246,898 | ) | (63,418 | ) | ||||||||
Increase (decrease) in interest payable for open interest rate
swap agreements
|
(21,917 | ) | 83,769 | | ||||||||||
Increase (decrease) in accrued interest and other accrued
expenses and liabilities
|
634,697 | (381,309 | ) | (745,734 | ) | |||||||||
Increases in Partnership Preference Units
|
(7,997 | ) | (13,374 | ) | (25,436 | ) | ||||||||
Proceeds from sales of Partnership Preference Units
|
23,224,548 | 58,797,083 | 147,861,725 | |||||||||||
Purchase of investment in Real Estate Joint Ventures
|
| | (43,390 | ) | ||||||||||
Purchase of investment in Co-owned Property
|
| (7,232,372 | ) | | ||||||||||
Decreases in investment in Belvedere Company
|
106,100,000 | 205,000,000 | 90,000,000 | |||||||||||
Net proceeds from sales of affiliated investment
|
1,947 | | | |||||||||||
Proceeds from sale of interest rate swap agreement
|
| 51,166 | | |||||||||||
Payments for termination of interest rate swap agreements
|
(1,696,299 | ) | (710,151 | ) | | |||||||||
Net interest earned (incurred) on interest rate swap agreements
|
(7,958,380 | ) | (6,083,785 | ) | 5,428,613 | |||||||||
Net realized (gain) loss from investment transactions, foreign
currency transactions and interest rate swap agreements
|
83,700,939 | 57,972,820 | (90,888,612 | ) | ||||||||||
Net change in unrealized (appreciation) depreciation of
investments, foreign currency and interest rate
swap agreements
|
(97,581,241 | ) | 666,744,381 | 25,034,956 | ||||||||||
Net cash flows provided by operating activities
|
$ | 131,977,484 | $ | 248,176,850 | $ | 312,189,752 | ||||||||
Cash Flows From Financing Activities
|
||||||||||||||
Proceeds from Credit Facility
|
$ | | $ | 11,000,000 | $ | 22,000,000 | ||||||||
Repayments of Credit Facility
|
(121,500,000 | ) | (237,000,000 | ) | (329,000,000 | ) | ||||||||
Payments for Fund shares redeemed
|
(758,965 | ) | (2,206,897 | ) | (7,388,714 | ) | ||||||||
Distributions paid to Shareholders
|
(9,205,776 | ) | (20,259,588 | ) | (20,710,207 | ) | ||||||||
Payment of Special Distributions
|
(1,044,908 | ) | | | ||||||||||
Distributions paid to minority investors
|
(16,800 | ) | (16,800 | ) | (16,800 | ) | ||||||||
Net cash flows used in financing activities
|
$ | (132,526,449 | ) | $ | (248,483,285 | ) | $ | (335,115,721 | ) | |||||
Net decrease in cash
|
$ | (548,965 | ) | $ | (306,435 | ) | $ | (22,925,969 | ) | |||||
Cash at beginning of year
|
$ | 1,761,897 | $ | 2,068,332 | $ | 24,994,301 | ||||||||
Cash at end of year
|
$ | 1,212,932 | $ | 1,761,897 | $ | 2,068,332 | ||||||||
See notes to consolidated financial
statements
47
47
Belcrest Capital Fund LLC |
Consolidated
Financial Statements (continued)
Consolidated Statements of Cash
Flows (continued)
Year Ended December 31, | ||||||||||||||
Supplemental Disclosure and Non-cash Operating and Financing Activities | 2009 | 2008 | 2007 | |||||||||||
Interest paid on loan Credit Facility
|
$ | 1,594,785 | $ | 16,319,582 | $ | 39,844,647 | ||||||||
Interest paid (received) on interest rate swap agreements, net
|
$ | 7,980,297 | $ | 5,978,636 | $ | (5,470,637 | ) | |||||||
Reclassification of dividends receivable
|
$ | | $ | | $ | 3,385,800 | ||||||||
Reinvestment of distributions paid to Shareholders
|
$ | 4,083,889 | $ | 9,706,988 | $ | 12,542,139 | ||||||||
Market value of securities distributed in payment of redemptions
|
$ | 189,935,247 | $ | 292,595,991 | $ | 401,372,011 | ||||||||
Swap interest receivable sold in conjunction with the sale of
the interest rate swap agreement
|
$ | | $ | 21,353 | $ | | ||||||||
See notes to consolidated financial
statements
48
48
Belcrest Capital Fund LLC |
Consolidated
Financial Statements (continued)
Financial Highlights
Year Ended December 31, | ||||||||||||||
2009 | 2008 | 2007 | ||||||||||||
Net asset value Beginning of year
|
$ | 74.710 | $ | 132.810 | $ | 130.320 | ||||||||
Income (loss) from operations | ||||||||||||||
Net investment
income(1)
|
$ | 3.134 | $ | 2.239 | $ | 0.797 | ||||||||
Net realized and unrealized gain (loss)
|
3.716 | (58.055 | ) | 3.713 | ||||||||||
Total income (loss) from operations
|
$ | 6.850 | $ | (55.816 | ) | $ | 4.510 | |||||||
Distributions | ||||||||||||||
Distributions to Shareholders
|
$ | (1.230 | ) | $ | (2.200 | ) | $ | (2.020 | ) | |||||
Special
Distributions(1)
|
| (0.084 | ) | | ||||||||||
Total distributions
|
$ | (1.230 | ) | $ | (2.284 | ) | $ | (2.020 | ) | |||||
Net asset value End of year
|
$ | 80.330 | $ | 74.710 | $ | 132.810 | ||||||||
Total
Return(2)
|
9.51 | % | (42.72 | )% | 3.50 | % | ||||||||
Ratios as a percentage of average net assets | ||||||||||||||
Investment advisory and administrative fees, distribution and
servicing fees and other operating
expenses(3)(4)
|
1.52 | % | 1.30 | % | 1.21 | % | ||||||||
Interest and other borrowing
costs(3)(5)
|
0.25 | % | 1.15 | % | 1.95 | % | ||||||||
Total expenses
|
1.77 | % | 2.45 | % | 3.16 | % | ||||||||
Net investment
income(5)
|
4.53 | % | 2.06 | % | 0.59 | % | ||||||||
Ratios as a percentage of average gross assets(6) | ||||||||||||||
Investment advisory and administrative fees, distribution and
servicing fees and other operating
expenses(3)(4)
|
0.77 | % | 0.78 | % | 0.79 | % | ||||||||
Interest and other borrowing
costs(3)(5)
|
0.12 | % | 0.70 | % | 1.27 | % | ||||||||
Total expenses
|
0.89 | % | 1.48 | % | 2.06 | % | ||||||||
Net investment
income(5)
|
2.26 | % | 1.24 | % | 0.39 | % | ||||||||
Supplemental Data | ||||||||||||||
Net assets, end of year (000s omitted)
|
$ | 652,677 | $ | 808,881 | $ | 1,820,458 | ||||||||
Portfolio turnover of Tax-Managed Growth
Portfolio(7)
|
2 | % | 1 | % | 2 | % | ||||||||
(1) | Calculated using average shares outstanding. | |
(2) | Returns are historical and are calculated by determining the percentage change in net asset value with all distributions reinvested (except for Special Distributions). | |
(3) | Includes the expenses of Belcrest Capital Fund LLC (Belcrest Capital) and Belcrest Realty Corporation (Belcrest Realty). | |
(4) | Includes Belcrest Capitals share of Belvedere Capital Fund Company LLCs allocated expenses, including those expenses allocated from Tax-Managed Growth Portfolio (the Portfolio). | |
(5) | Ratios do not include net interest earned or incurred in connection with interest rate swap agreements. Had such amounts been included, ratios would be lower or higher. | |
(6) | Average gross assets means the average daily amount of the value of all assets of Belcrest Capital (not including its investment in Belcrest Realty) plus all assets of Belcrest Realty minus the sum of their liabilities other than the principal amount of money borrowed. For this purpose, the assets and liabilities of Belcrest Realty include its ratable share of the assets and liabilities of its direct and indirect subsidiaries, real estate joint ventures and co-owned real property investments. | |
(7) | Excludes the value of portfolio securities contributed or distributed as a result of in-kind shareholder transactions. The portfolio turnover rate of the Portfolio including in-kind contributions and distributions was 3%, 3% and 6% for the years ended December 31, 2009, 2008 and 2007, respectively. |
See notes to consolidated financial
statements
49
49
Belcrest Capital Fund LLC | December 31, 2009 |
Notes
to Consolidated Financial Statements
1 Organization
Belcrest Capital Fund LLC (Belcrest Capital) is a
Massachusetts limited liability company established to offer
diversification and tax-sensitive investment management to
investors holding large and concentrated positions in equity
securities of selected publicly traded companies. The investment
objective of Belcrest Capital is to achieve long-term, after-tax
returns for Belcrest Capital shareholders (Shareholders).
Belcrest Capital pursues this objective primarily by investing
indirectly in Tax-Managed Growth Portfolio (the Portfolio), a
diversified, open-end management investment company registered
under the Investment Company Act of 1940, as amended (the 1940
Act). The Portfolio is organized as a Massachusetts business
trust under the laws of the Commonwealth of Massachusetts. Prior
to December 14, 2009, the Portfolio was organized as a
trust under the laws of the state of New York. Belcrest Capital
maintains its investment in the Portfolio by investing in
Belvedere Capital Fund Company LLC (Belvedere Company), a
separate Massachusetts limited liability company that invests
exclusively in the Portfolio. The performance of Belcrest
Capital and Belvedere Company is directly and substantially
affected by the performance of the Portfolio. The audited
financial statements of the Portfolio, including the Portfolio
of Investments, are included elsewhere in this report and should
be read in conjunction with these financial statements.
Separate from its investment in the Portfolio through Belvedere
Company, Belcrest Capital invests in real estate investments
through a controlled subsidiary, Belcrest Realty Corporation
(Belcrest Realty). Such investments include preferred equity
interests in real estate operating partnerships (Partnership
Preference Units) generally affiliated with publicly traded real
estate investment trusts (REITs), investments in real estate
joint ventures (Real Estate Joint Ventures) and a
tenancy-in-common
interest in real property (Co-owned Property). Belcrest Realty
previously invested in certain debt and common equity
investments in two private real estate companies that were sold
in June 2008.
2 Significant
Accounting Policies
The following is a summary of significant accounting policies
consistently followed in the preparation of the consolidated
financial statements. The policies are in conformity with
accounting principles generally accepted in the United States of
America (GAAP).
Management has evaluated all subsequent events and transactions
through March 1, 2010, the date the consolidated financial
statements were issued, for possible adjustment to
and/or
disclosure in the consolidated financial statements.
A Principles of
Consolidation. The
consolidated financial statements include the accounts of
Belcrest Capital and its subsidiaries (collectively, the Fund).
All material intercompany accounts and transactions have been
eliminated.
Investments in which the Fund cannot exercise a majority voting
interest, but in which the Fund has the ability to exercise
significant influence over operating and financial policies, are
presented using the equity method and stated at fair value
(Note 2E). Real Estate Joint Ventures and Co-owned Property
are presented using the equity method. Under the equity method,
Real Estate Joint Ventures and Co-owned Property are initially
recognized on the Consolidated Statements of Assets and
Liabilities at cost (provided such cost is indicative of fair
value) and are subsequently adjusted to reflect the Funds
proportionate share of the net increase (decrease) in net assets
from operations of Real Estate Joint Ventures and Co-owned
Property. Real Estate Joint Ventures and Co-owned Property are
also adjusted to reflect distributions, contributions, advances
in the form of loans, interest earned on advances and certain
other adjustments, as appropriate.
B Basis of
Presentation. Belcrest
Capital is an investment company and, as such, presents its
assets at fair value. Fixed liabilities are generally stated at
amounts payable.
50
Belcrest Capital Fund LLC | December 31, 2009 |
Notes to
Consolidated Financial Statements (continued)
C Cash. The
Fund considers deposits in banks that can be liquidated without
prior notice or penalty to be cash.
D Investment
Costs. The financial
reporting cost basis of the Funds investment in Belvedere
Company is the aggregate initial fair value of securities
contributed to the Fund adjusted for the estimated allocation of
the Funds share of net investment income or loss and net
realized gain or loss of Belvedere Company as well as other
adjustments including the value of securities and cash
contributed to Belvedere Company and received from Belvedere
Company for redemptions or distributions. The tax cost basis of
the Funds investment in Belvedere Company is the aggregate
tax cost basis of securities contributed to the Fund adjusted
for the Funds share of income or loss and net realized
capital gain or loss of Belvedere Company determined in
accordance with income tax regulations as well as other
adjustments including, but not limited to, basis adjustments
determined in accordance with the income tax regulations, and
the tax cost basis of securities and cash contributed to
Belvedere Company and received from Belvedere Company for
redemptions or distributions.
The financial reporting cost basis of the Funds
Partnership Preference Units purchased by the Fund is the
purchase cost. The financial reporting cost basis of the
Funds real estate investments accounted for using the
equity method is the purchase cost adjusted to reflect the
Funds proportionate share of the net investment income or
loss and net realized gain or loss of such real estate
investment as well as other adjustments, as appropriate. The tax
cost basis of the Funds real estate investments purchased
by the Fund is typically the purchase cost adjusted for certain
items including depreciation of real estate assets and
distributions treated as a return of capital for tax purposes.
E Investment and Other
Valuations. The Fund
invests in shares of Belvedere Company, Partnership Preference
Units, Real Estate Joint Ventures and Co-owned Property. The
Real Estate Joint Ventures and Co-owned Property are referred to
herein collectively as Subsidiary Real Estate Investments. The
Fund may also invest cash on a temporary basis in Cash
Management Portfolio (Cash Management), an affiliated investment
company managed by Boston Management and Research (Boston
Management), a subsidiary of Eaton Vance Management (Eaton
Vance). Additionally, Belcrest Capital has entered into interest
rate swap agreements (Note 10). Belvedere Companys
only investment is an interest in the Portfolio, the value of
which is derived from a proportional interest therein. Valuation
of securities by the Portfolio is discussed in Note 1A of
the Portfolios Notes to Financial Statements, which are
included elsewhere in this report. Boston Management makes
valuation determinations in accordance with the Funds
policies. The valuation policies followed by the Fund are as
follows:
Market prices for the Funds investments in Partnership
Preference Units and Subsidiary Real Estate Investments are not
readily available. Such investments are stated in the
Funds consolidated financial statements at fair value
which represents the amount at which Boston Management, as
manager of Belcrest Realty, believes would be received to sell
an asset in an orderly transaction (that is, not a forced
liquidation or distressed sale) between market participants
under current market conditions. In valuing these investments,
Boston Management considers relevant factors, data and
information.
Valuations of the Funds Partnership Preference Units and
Subsidiary Real Estate Investments are inherently uncertain
because they involve the use of assumptions and estimates. If
the assumptions and estimates used in the valuations were to
change, it could materially impact the fair value of the
Funds holdings of Partnership Preference Units and
Subsidiary Real Estate Investments.
The fair value of property held by the Funds Subsidiary
Real Estate Investments is based on appraisals provided by
independent, licensed appraisers (Appraisers) and valuations, if
applicable, prepared by Boston Management.
The appraisals of properties are conducted by Appraisers on at
least an annual basis. Appraisals of properties may be conducted
more frequently than once a year if Boston Management determines
that significant changes in economic circumstances, that may
materially impact fair values, have occurred since the most
recent appraisal.
51
Belcrest Capital Fund LLC | December 31, 2009 |
Notes to
Consolidated Financial Statements (continued)
Each appraisal is conducted in accordance with the Uniform
Standards of Professional Appraisal Practices (as well as other
relevant standards). Boston Management reviews the appraisal of
each property and generally relies on the assumptions and
estimates made by the Appraiser when determining fair value.
In deriving the fair value of a property, an Appraiser considers
numerous factors, including the expected future cash flows from
the property, recent sale prices for similar properties and, if
applicable, the replacement cost of the property, in order to
derive an indication of the amount that a prudent, informed
purchaser-investor would pay for the property.
For those properties not appraised by Appraisers in a given
quarter, Boston Management will review the fair values of such
properties and, if Boston Management believes it is warranted
based on the appraisals of appraised properties or for other
reasons, Boston Management may prepare a valuation of such
properties considering results of operations, market conditions,
significant changes in economic circumstances, recent
independent appraisals of similar properties
and/or other
relevant facts or circumstances. In determining valuations,
Boston Management follows a process consistent with industry
practice and the practice of Appraisers, as described above.
Valuations may occur more frequently than quarterly if it is
determined by Boston Management that the current property
valuation has changed materially since the most recent appraisal
or valuation.
Boston Management determines the fair value of the Funds
equity interest in a Real Estate Joint Venture based on an
estimate of the allocation of equity interests between Belcrest
Realty and the unaffiliated minority investor of the Real Estate
Joint Venture (the Operating Partner). This allocation is
generally calculated by a third party specialist, using current
valuations of the properties owned by the Real Estate Joint
Venture. The specialist uses a financial model that considers
(i) the terms of the joint venture agreement relating to
allocation of distributable cash flow, (ii) the expected
duration of the joint venture, and (iii) the projected
property values and cash flows from the properties based on
estimates used in the property valuations. The estimated
allocation of equity interests between Belcrest Realty and the
Operating Partner of a Real Estate Joint Venture is prepared
quarterly and reviewed by Boston Management. Interim allocations
of equity interests may be conducted more frequently than
quarterly if Boston Management determines that significant
changes in economic circumstances that may materially impact the
allocation of equity interests have occurred since the most
recent allocation.
Boston Management determines the fair value of the Funds
interest in Co-owned Property by applying the Funds
ownership interest to the fair value of the property, net of
associated mortgage debt, if any.
The fair value of the Partnership Preference Units is based on
analysis and calculations performed on at least a monthly basis
by a third party service provider. The service provider
calculates an estimated price and yield (before accrued
distributions) for each issue of Partnership Preference Units
based on descriptions of such issue provided by Boston
Management and certain publicly available information including,
but not limited to, the trading prices of publicly issued debt
and/or
preferred stock instruments of the same or similar issuers,
which may be adjusted to reflect the illiquidity and other
structural characteristics of the Partnership Preference Units
(such as call provisions). Daily valuations of Partnership
Preference Units are determined by adjusting prices from the
service provider to account for accrued distributions under the
terms of the Partnership Preference Units. If changes in
relevant markets, events that materially affect an issuer or
other events that have a significant effect on the price or
yield of Partnership Preference Units occur, relevant prices or
yields may be adjusted to take such occurrences into account.
Boston Management reviews the analysis and calculations
performed by the service provider. Boston Management generally
relies on the assumptions and estimates made by the service
provider when determining the fair value of the Partnership
Preference Units.
Cash Management generally values its investment securities
utilizing the amortized cost valuation technique permitted by
Rule 2a-7
under the 1940 Act, pursuant to which Cash Management must
comply with certain conditions. This technique involves
initially valuing a portfolio security at its cost and
thereafter assuming a
52
Belcrest Capital Fund LLC | December 31, 2009 |
Notes to
Consolidated Financial Statements (continued)
constant amortization to maturity of any discount or premium. If
amortized cost is determined not to approximate fair value, Cash
Management may value its investment securities based on
available market quotations provided by a third party pricing
service.
Interest rate swap agreements are normally valued on the basis
of valuations furnished daily by a third party pricing service.
The valuations are based on the present value of fixed and
projected floating rate cash flows over the term of the
agreement. Future cash flows are discounted to their present
value using swap quotations provided by electronic data services
or by broker-dealers.
Changes in the fair value of the Funds investments are
recorded as unrealized appreciation (depreciation) in the
Consolidated Statements of Operations.
F Interest Rate
Swaps. Belcrest
Capital has entered into interest rate swap agreements to fix
the cost of a portion of its borrowings under the Credit
Facility (Note 11A). Pursuant to the agreements, Belcrest
Capital makes periodic payments to the counterparty at
predetermined fixed rates in exchange for floating rate payments
that fluctuate with the
one-month
London Interbank Offered Rate (LIBOR). Net interest paid and
accrued or received and earned is recorded as realized gains or
losses and changes in the underlying values of the swaps are
recorded as unrealized appreciation (depreciation), each in the
Consolidated Statements of Operations.
G Income. Belvedere
Companys net investment income or loss consists of
Belvedere Companys pro rata share of the net investment
income or loss of the Portfolio, less all expenses of Belvedere
Company, determined in accordance with GAAP.
The Funds net investment income or loss consists of the
Funds pro rata share of the net investment income or loss
of Belvedere Company, the Funds pro rata share of the net
investment income or loss of Cash Management, plus all net
investment income earned on the Funds real estate
investments, less all expenses of the Fund, determined in
accordance with GAAP.
Distributions from Partnership Preference Units are recorded on
the ex-dividend date or on the date the Fund is informed of the
distribution. Income or loss from the Real Estate Joint Ventures
and Co-owned Property is recorded based on the Funds
proportional interest in the net investment income or loss
earned or incurred by the Real Estate Joint Ventures and
Co-owned Property.
Interest income is recorded on the accrual basis.
H Deferred Loan
Costs. Deferred loan
costs are amortized over the term of the related debt and are
included in other assets. Amortization expense of deferred loan
costs is included in interest expense.
I Income
Taxes. Belcrest
Capital, Belvedere Company and the Portfolio are treated as
partnerships for federal income tax purposes. As a result,
Belcrest Capital, Belvedere Company and the Portfolio do not
incur federal income tax liability, and the Shareholders and
partners thereof are individually responsible for taxes on items
of partnership income, gain, loss and deduction. The policy of
Belcrest Realty is to comply with the provisions of the Internal
Revenue Code of 1986, as amended, applicable to REITs. Belcrest
Realty will generally not be subject to federal income tax to
the extent that it distributes its taxable income to its
stockholders each year and maintains its qualification as a
REIT. Subsidiaries of Belcrest Realty are generally treated as
pass-through entities for federal income tax purposes.
In the event the Fund recognizes an uncertain tax position,
related interest expense and penalties will be recognized as tax
expense when incurred.
Net investment income and capital gains determined in accordance
with income tax regulations may differ from such amounts
determined in accordance with GAAP. Such differences could be
significant and are primarily due to
53
Belcrest Capital Fund LLC | December 31, 2009 |
Notes to
Consolidated Financial Statements (continued)
differences in the cost basis of securities and other
contributed investments, depreciation of real estate assets,
periodic payments made or received in connection with interest
rate swap agreements and the character of distributions received
from Belcrest Realty and real estate investments thereof.
The Fund files numerous U.S. federal, state and local income,
and franchise tax returns. With few exceptions the Fund is not
subject to U.S. federal, state or local tax examinations by
taxing authorities for years prior to 2006.
J Investment
Transactions. Investment
transactions for financial statement purposes are accounted for
on a trade date basis. Realized gains and losses on investments
sold are determined on the basis of identified cost.
K Use of
Estimates. The
preparation of financial statements in conformity with GAAP
requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities at the
date of the financial statements and the reported amounts of
income and expense during the reporting period. Actual results
could differ from those estimates.
L Indemnifications and
Guarantees. Under
Belcrest Capitals operating agreement, Belcrest
Capitals officers, its manager, investment adviser, and
any affiliate, associate, officer, employee or trustee thereof,
and any manager, director, officer or employee of Belcrest
Realty or any other subsidiary may be indemnified against
certain liabilities and expenses arising out of their duties to
the Fund. Shareholders also may be indemnified against personal
liability for the liabilities of Belcrest Capital. Additionally,
in the normal course of business, the Fund enters into
agreements with service providers, lenders and counterparties
that may contain indemnification or guarantee clauses. The
Funds maximum exposure under these arrangements is
unknown, as this would involve possible future claims that may
be made against the Fund that have not yet occurred.
3 Fair
Value Measurements
GAAP establishes a
three-tier
hierarchy to prioritize the assumptions, referred to as inputs,
used in valuation techniques to measure fair value. The three
levels of the fair value hierarchy are described below.
| Level 1 Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities; |
| Level 2 Quoted prices in markets that are not considered to be active or financial instruments for which all significant inputs are observable, either directly or indirectly; |
| Level 3 Prices or valuations that require inputs that are both significant to the fair value measurement and unobservable. |
In determining the fair value of its investments, the Fund uses
appropriate valuation techniques based on available inputs. The
Fund maximizes its use of observable inputs and minimizes the
use of unobservable inputs when measuring fair value.
Accordingly, when available, the Fund measures fair value using
Level 1 inputs because they generally provide the most
reliable evidence of fair value. If market data is not readily
available, fair value is based upon other significant
unobservable inputs such as inputs that reflect the Funds
own assumptions about the inputs market participants would use
in valuing the investment. Investments valued using unobservable
inputs are classified to the lowest level of any input that is
most significant to the valuation. Thus, a valuation may be
classified as Level 3 even though the valuation may include
significant inputs that are readily observable.
The Funds investments in Belvedere Company and Cash
Management are classified as Level 1 within the fair value
hierarchy. Interest rate swap agreements are classified as
Level 2 within the fair value hierarchy, while the
54
Belcrest Capital Fund LLC | December 31, 2009 |
Notes to
Consolidated Financial Statements (continued)
Funds real estate investments are classified as
Level 3 within the fair value hierarchy. The Funds
assets classified as Level 3 as of December 31, 2009
and 2008 represent 16.9% and 23.1% of the Funds total
assets, respectively.
The following tables present for each of the hierarchy levels,
the Funds assets and liabilities that are measured at fair
value as of December 31, 2009 and 2008.
Fair Value Measurements |
||||||||||||||||||
at December 31, 2009 | ||||||||||||||||||
Description | December 31, 2009 | Level 1 | Level 2 | Level 3 | ||||||||||||||
Assets
|
||||||||||||||||||
Investment in Belvedere Company
|
$ | 705,444,925 | $ | 705,444,925 | $ | | $ | | ||||||||||
Partnership Preference Units
|
69,274,637 | | | 69,274,637 | ||||||||||||||
Real Estate Joint Ventures
|
72,575,344 | | | 72,575,344 | ||||||||||||||
Co-owned Property
|
2,335,863 | | | 2,335,863 | ||||||||||||||
Short-Term Investment
|
1,338,012 | 1,338,012 | | | ||||||||||||||
Total
|
$ | 850,968,781 | $ | 706,782,937 | $ | | $ | 144,185,844 | ||||||||||
Liabilities
|
||||||||||||||||||
Interest Rate Swap Agreements
|
$ | 3,241,582 | $ | | $ | 3,241,582 | $ | | ||||||||||
Total
|
$ | 3,241,582 | $ | | $ | 3,241,582 | $ | | ||||||||||
Fair Value Measurements |
||||||||||||||||||
at December 31, 2008 | ||||||||||||||||||
Description | December 31, 2008 | Level 1 | Level 2 | Level 3 | ||||||||||||||
Assets
|
||||||||||||||||||
Investment in Belvedere Company
|
$ | 872,416,210 | $ | 872,416,210 | $ | | $ | | ||||||||||
Partnership Preference Units
|
74,502,385 | | | 74,502,385 | ||||||||||||||
Real Estate Joint Ventures
|
183,246,169 | | | 183,246,169 | ||||||||||||||
Co-owned Property
|
4,581,534 | | | 4,581,534 | ||||||||||||||
Short-Term Investment
|
698,542 | | 698,542 | | ||||||||||||||
Total
|
$ | 1,135,444,840 | $ | 872,416,210 | $ | 698,542 | $ | 262,330,088 | ||||||||||
Liabilities
|
||||||||||||||||||
Interest Rate Swap Agreements
|
$ | 9,509,218 | $ | | $ | 9,509,218 | $ | | ||||||||||
Total
|
$ | 9,509,218 | $ | | $ | 9,509,218 | $ | | ||||||||||
55
Belcrest Capital Fund LLC | December 31, 2009 |
Notes to
Consolidated Financial Statements (continued)
The following tables present the changes in the Level 3
fair value category for the years ended December 31, 2009
and 2008.
Level 3 Fair Value Measurements for the |
||||||||||||||||||
Year Ended December 31, 2009 | ||||||||||||||||||
Partnership |
Real Estate |
|||||||||||||||||
Preference |
Joint |
Co-owned |
||||||||||||||||
Units | Ventures | Property | Total | |||||||||||||||
Beginning balance as of December 31, 2008
|
$ | 74,502,385 | $ | 183,246,169 | $ | 4,581,534 | $ | 262,330,088 | ||||||||||
Net realized loss
|
(12,744,455 | ) | (2,033,278 | ) | | (14,777,733 | ) | |||||||||||
Net change in unrealized appreciation (depreciation)
|
30,733,258 | (112,627,913 | ) | (2,799,999 | ) | (84,694,654 | ) | |||||||||||
Net sales
|
(23,216,551 | ) | | | (23,216,551 | ) | ||||||||||||
Net investment
income(1)
|
| 17,706,930 | 552,265 | 18,259,195 | ||||||||||||||
Other(2)
|
| (13,716,564 | ) | 2,063 | (13,714,501 | ) | ||||||||||||
Net transfers in
and/or out
of Level 3
|
| | | | ||||||||||||||
Ending balance as of December 31, 2009
|
$ | 69,274,637 | $ | 72,575,344 | $ | 2,335,863 | $ | 144,185,844 | ||||||||||
Net change in unrealized appreciation (depreciation) from
investments still held at December 31, 2009
|
$ | 17,322,191 | $ | (112,627,913 | ) | $ | (2,799,999 | ) | $ | (98,105,721 | ) | |||||||
Level 3 Fair Value Measurements for the |
||||||||||||||||||||||
Year Ended December 31, 2008 | ||||||||||||||||||||||
Partnership |
Real Estate |
|||||||||||||||||||||
Preference |
Joint |
Co-owned |
Other |
|||||||||||||||||||
Units | Ventures | Property | Real Estate | Total | ||||||||||||||||||
Beginning balance as of December 31, 2007
|
$ | 156,603,528 | $ | 221,163,721 | $ | | $ | 0 | $ | 377,767,249 | ||||||||||||
Net realized loss
|
(17,127,051 | ) | | | (7,279,512 | ) | (24,406,563 | ) | ||||||||||||||
Net change in unrealized appreciation (depreciation)
|
(6,190,383 | ) | (45,057,317 | ) | (2,901,133 | ) | 7,279,512 | (46,869,321 | ) | |||||||||||||
Net purchases (sales)
|
(58,783,709 | ) | | 7,232,372 | | (51,551,337 | ) | |||||||||||||||
Net investment
income(1)
|
| 17,965,150 | 241,961 | | 18,207,111 | |||||||||||||||||
Other(2)
|
| (10,825,385 | ) | 8,334 | | (10,817,051 | ) | |||||||||||||||
Net transfers in
and/or out
of Level 3
|
| | | | | |||||||||||||||||
Ending balance as of December 31, 2008
|
$ | 74,502,385 | $ | 183,246,169 | $ | 4,581,534 | $ | | $ | 262,330,088 | ||||||||||||
Net change in unrealized appreciation (depreciation) from
investments still held at December 31, 2008
|
$ | (34,894,968 | ) | $ | (45,057,317 | ) | $ | (2,901,133 | ) | $ | | $ | (82,853,418 | ) | ||||||||
(1)
|
Represents net investment income recorded using the equity method of accounting. | |
(2)
|
Represents net capital contributions (distributions) recorded using the equity method of accounting. |
56
Belcrest Capital Fund LLC | December 31, 2009 |
Notes to
Consolidated Financial Statements (continued)
4 Shareholder
Transactions
Belcrest Capital may issue an unlimited number of full and
fractional Fund shares. Transactions in Fund shares were as
follows:
Year Ended | ||||||||||||||
December 31, |
December 31, |
December 31, |
||||||||||||
2009 | 2008 | 2007 | ||||||||||||
Issued to Shareholders electing to receive payment of
distributions in Fund shares
|
60,075 | 80,603 | 97,181 | |||||||||||
Redemptions
|
(2,761,170 | ) | (2,961,907 | ) | (3,019,320 | ) | ||||||||
Net decrease
|
(2,701,095 | ) | (2,881,304 | ) | (2,922,139 | ) | ||||||||
At March 1, 2010, one Shareholder owned 11% of the
Funds shares outstanding.
5 Distributions
to Shareholders
Belcrest Capital intends to distribute at the end of each year,
or shortly thereafter, an amount approximately equal to the
taxes payable on its net investment income allocated to
Shareholders. Prior to December 31, 2009, the Fund had
distributed all of its net investment income to Shareholders.
Belcrest Capital also intends to distribute at the end of each
year, or shortly thereafter, approximately 18% of its net
realized capital gains, if any, other than precontribution gains
allocated to a Shareholder in connection with a taxable tender
offer or other taxable corporate event with respect to a
security contributed by that Shareholder or such
Shareholders predecessor in interest. Whenever a
distribution in respect of a precontribution gain is made,
Belcrest Capital intends to make a supplemental distribution to
compensate Shareholders receiving such distributions for taxes
that may be due on income specially allocated in connection with
the precontribution gain and supplemental distributions. Capital
gain distributions that are made with respect to realized
precontribution gains and the associated supplemental
distributions (collectively, Special Distributions) are made
solely to the Shareholders to whom such realized precontribution
gain is allocated. There were no Special Distributions accrued
during the year ended December 31, 2009. Special
Distributions of $1,044,908 for the year ended December 31,
2008 were paid during the year ended December 31, 2009.
There were no Special Distributions paid or accrued during the
year ended December 31, 2007.
The Funds distributions generally are based on
determinations of net investment income and net realized capital
gains for federal income tax purposes. Such amounts may differ
from net investment income or loss and net realized gain or loss
as set forth in the Funds consolidated financial
statements due to differences in the treatment of various
income, gain, loss, expense and other items for federal income
tax purposes and under GAAP. The amount of the Funds
distributions may be adjusted in the future to reflect changes
in effective tax rates.
In addition, Belcrest Realty intends to distribute to Belcrest
Capital substantially all of its taxable income earned during
the year.
57
Belcrest Capital Fund LLC | December 31, 2009 |
Notes to
Consolidated Financial Statements (continued)
6 Investment Transactions
The following table summarizes the Funds investment
transactions, other than short-term investments, for the years
ended December 31, 2009, 2008 and 2007.
Year Ended | ||||||||||||||
December 31, |
December 31, |
December 31, |
||||||||||||
Investment Transactions | 2009 | 2008 | 2007 | |||||||||||
Decreases in investment in Belvedere Company
|
$ | 296,035,247 | $ | 497,595,991 | $ | 491,372,011 | ||||||||
Increases in Partnership Preference Units
|
$ | 7,997 | $ | 13,374 | $ | 25,436 | ||||||||
Decreases in Partnership Preference
Units(1)
|
$ | 23,224,548 | $ | 58,797,083 | $ | 147,861,725 | ||||||||
Increase in investment in Real Estate Joint Ventures
|
$ | | $ | | $ | 43,390 | ||||||||
Decreases in investment in Real Estate Joint Ventures
|
$ | 13,716,564 | $ | 10,825,385 | $ | 107,712,314 | ||||||||
Increases in investment in Co-owned
Property(2)
|
$ | 2,063 | $ | 7,240,706 | $ | | ||||||||
Decrease in investment in other real estate
|
$ | | $ | 0 | $ | | ||||||||
(1)
|
Decreases in Partnership Preference Units for the years ended December 31, 2008 and 2007 include Partnership Preference Units sold to real estate investment affiliates of other investment funds advised by Boston Management of $15,060,784 and $147,861,725, for which net realized losses of $3,152,633 and $1,003,902 were recognized, respectively. | |
(2)
|
Increases in investment in Co-owned Property for the year ended December 31, 2008 include the purchase of Co-owned Property from the real estate investment affiliate of another investment fund advised by Boston Management for $7,232,372. |
7 Indirect Investment in the Portfolio
The following table summarizes the Funds investment in the
Portfolio through Belvedere Company for the years ended
December 31, 2009, 2008 and 2007, including allocations of
income, expenses and net realized and unrealized gains (losses).
Year Ended | ||||||||||||||
December 31, |
December 31, |
December 31, |
||||||||||||
2009 | 2008 | 2007 | ||||||||||||
Belvedere Companys interest in the
Portfolio(1)
|
$ | 6,702,473,451 | $ | 7,830,200,429 | $ | 14,763,099,076 | ||||||||
The Funds investment in Belvedere
Company(2)
|
$ | 705,444,925 | $ | 872,416,210 | $ | 1,979,757,869 | ||||||||
Income allocated to Belvedere Company from the Portfolio
|
$ | 154,559,605 | $ | 270,863,516 | $ | 298,751,556 | ||||||||
Income allocated to the Fund from Belvedere Company
|
$ | 16,851,474 | $ | 35,176,661 | $ | 44,064,210 | ||||||||
Expenses allocated to Belvedere Company from the Portfolio
|
$ | 31,400,023 | $ | 53,705,900 | $ | 67,348,884 | ||||||||
Expenses allocated to the Fund from Belvedere
Company(3)
|
$ | 4,525,297 | $ | 9,404,427 | $ | 13,371,603 | ||||||||
Net realized gain (loss) from investment transactions and
foreign currency transactions allocated to Belvedere Company
from the Portfolio
|
$ | (540,322,752 | ) | $ | (203,248,973 | ) | $ | 581,142,259 | ||||||
Net realized gain (loss) from investment transactions and
foreign currency transactions allocated to the Fund from
Belvedere Company
|
$ | (59,270,474 | ) | $ | (26,802,134 | ) | $ | 86,463,901 | ||||||
Net change in unrealized appreciation (depreciation) of
investments and foreign currency allocated to Belvedere Company
from the Portfolio
|
$ | 1,646,321,220 | $ | (4,579,608,072 | ) | $ | (99,671,823 | ) | ||||||
Net change in unrealized appreciation (depreciation) of
investments and foreign currency allocated to the Fund from
Belvedere Company
|
$ | 176,008,259 | $ | (608,715,768 | ) | $ | (14,189,615 | ) | ||||||
(1)
|
As of December 31, 2009, 2008 and 2007, the value of Belvedere Companys interest in the Portfolio represents 70.7%, 73.9% and 74.3% of the Portfolios net assets, respectively. | |
(2)
|
As of December 31, 2009, 2008 and 2007, the Funds investment in Belvedere Company represents 10.5%, 11.1% and 13.4% of Belvedere Companys net assets, respectively. |
58
Belcrest Capital Fund LLC | December 31, 2009 |
Notes to
Consolidated Financial Statements (continued)
(3)
|
Expenses allocated to the Fund from Belvedere Company represent: |
Year Ended | ||||||||||||||
December 31, |
December 31, |
December 31, |
||||||||||||
2009 | 2008 | 2007 | ||||||||||||
Expenses allocated from the Portfolio
|
$ | 3,418,261 | $ | 7,015,888 | $ | 9,928,133 | ||||||||
Servicing fee (see Note 12)
|
$ | 1,081,255 | $ | 2,318,528 | $ | 3,359,465 | ||||||||
Operating expenses
|
$ | 25,781 | $ | 70,011 | $ | 84,005 | ||||||||
8 Investment in Real Estate Joint Ventures
At December 31, 2009 and 2008, Belcrest Realty owned a
majority economic interest in two Real Estate Joint Ventures,
Lafayette Real Estate LLC (Lafayette) and Allagash Property
Trust (Allagash).
A board of trustees or managers controls the business of each
Real Estate Joint Venture. Each of Belcrest Realty and the
Operating Partner of the Real Estate Joint Venture has
representation on the board and the unanimous consent of the
board is required for all major decisions (which include such
actions as (i) capital transactions (i.e., acquisitions,
dispositions or financings); (ii) organizational events
(i.e., mergers or liquidation); and (iii) operating plans
(i.e., annual budgets)). The board of each Real Estate Joint
Venture has delegated the
day-to-day
administration of the Real Estate Joint Venture and the
day-to-day
management of its real properties to the Operating Partner.
Through its control of the
day-to-day
operations of the Real Estate Joint Venture and its properties,
as well as its required consent to all major decisions affecting
the Real Estate Joint Venture, each Operating Partner has
significant participating rights and responsibilities with
respect to the Real Estate Joint Venture. Each Operating Partner
receives management-related fees from the Real Estate Joint
Venture and, in addition, is reimbursed for certain payroll and
other direct expenses incurred.
Distributable cash flows from operations of each Real Estate
Joint Venture are allocated per each Real Estate Joint Venture
agreement in a manner that provides Belcrest Realty: 1) a
priority with respect to a fixed annual preferred return; and
2) participation on a pro rata or reduced basis in
distributable cash flows in excess of the annual preferred
return of Belcrest Realty and the subordinated preferred return
of each Operating Partner. Distributable cash flows from
dispositions of real properties or liquidation of each Real
Estate Joint Venture is allocated on a pro rata basis up until
the return of Belcrest Realty and each Operating Partners
contributed capital with any excess allocated in a manner
similar to that of cash flows from operations.
The Real Estate Joint Ventures are financed through mortgage
notes secured by the real properties held by the respective
entities. The mortgage notes are without recourse to Fund
Shareholders and generally without recourse to Belcrest Capital
and Belcrest Realty. Lafayettes mortgage notes mature in
December 2019 and January 2020 and Allagashs
mortgage notes mature in May 2012.
Pursuant to an agreement with the Lafayette Operating Partner,
Lafayette may be liquidated at any time upon unanimous consent
of the board or after December 5, 2016 by either Belcrest
Realty or the Lafayette Operating Partner. Pursuant to an
agreement with the Allagash Operating Partner, Allagash may be
liquidated at any time upon unanimous consent of the board or
after August 4, 2012 by either Belcrest Realty or the
Allagash Operating Partner.
59
Belcrest Capital Fund LLC | December 31, 2009 |
Notes to
Consolidated Financial Statements (continued)
Combined and condensed financial data of the Real Estate Joint
Ventures is presented below.
At December 31, |
At December 31, |
|||||||||
2009 | 2008 | |||||||||
Assets
|
||||||||||
Investment in real estate
|
$ | 645,699,200 | $ | 810,946,172 | ||||||
Other assets
|
14,638,408 | 16,632,243 | ||||||||
Total assets
|
$ | 660,337,608 | $ | 827,578,415 | ||||||
Liabilities and Shareholders Equity
|
||||||||||
Mortgage notes payable, at
face(1)
|
$ | 552,859,762 | $ | 564,076,546 | ||||||
Other liabilities
|
9,606,547 | 11,441,135 | ||||||||
Total liabilities
|
$ | 562,466,309 | $ | 575,517,681 | ||||||
Noncontrolling interest
|
$ | 384,922 | $ | 9,887,682 | ||||||
Shareholders equity
|
97,486,377 | 242,173,052 | ||||||||
Total liabilities and shareholders equity
|
$ | 660,337,608 | $ | 827,578,415 | ||||||
(1)
|
The mortgage notes payable generally cannot be prepaid or otherwise disposed of without incurring a substantial prepayment penalty. The Real Estate Joint Ventures generally have no current plans to prepay or otherwise dispose of the mortgage notes payable without the sale of the related real property. |
Year Ended | ||||||||||||||
December 31, |
December 31, |
December 31, |
||||||||||||
2009 | 2008 | 2007 | ||||||||||||
Revenues
|
$ | 80,016,600 | $ | 80,541,966 | $ | 77,875,136 | ||||||||
Expenses
|
56,009,105 | 55,963,584 | 52,518,542 | |||||||||||
Net investment income before realized and unrealized
gain (loss)
|
$ | 24,007,495 | $ | 24,578,382 | $ | 25,356,594 | ||||||||
Realized loss
|
(2,435,063 | ) | | | ||||||||||
Change in net unrealized appreciation (depreciation)
|
(159,422,067 | ) | (64,526,593 | ) | 23,472,666 | |||||||||
Noncontrolling interest
|
8,074,991 | 5,218,652 | (13,813,910 | ) | ||||||||||
Net investment income (loss)
|
$ | (129,774,644 | ) | $ | (34,729,559 | ) | $ | 35,015,350 | ||||||
9 Investment in Co-owned Property
At December 31, 2009 and 2008, Belcrest Realty held an
investment in Co-owned Property through Bel Stamford I LLC. The
other investors in the Co-owned Property are real estate
investment affiliates of other investment funds advised by
Boston Management. The Co-owned Property is financed through a
mortgage note secured by the real property. The mortgage note is
generally without recourse to Belcrest Capital and Belcrest
Realty, except that there may be recourse for certain
liabilities arising from actions such as fraud,
misrepresentation, misappropriation of funds or breach of
material covenants and liabilities arising from environmental
conditions.
60
Belcrest Capital Fund LLC | December 31, 2009 |
Notes to
Consolidated Financial Statements (continued)
10 Interest Rate Swap Agreements
Belcrest Capital has entered into interest rate swap agreements
with Merrill Lynch Capital Services, Inc. to fix the cost of a
portion of its borrowings under the Credit Facility
(Note 11A). Pursuant to the agreements, Belcrest Capital
makes periodic payments to the counterparty at predetermined
fixed rates in exchange for floating rate payments that
fluctuate with
one-month
LIBOR. See Note 2F for additional information. The notional
or contractual amounts of these instruments may not necessarily
represent the amounts potentially subject to risk. The
measurement of the risks associated with these investments is
meaningful only when considered in conjunction with all related
assets, liabilities and agreements. The risks of interest rate
swap agreements include changes in market conditions that will
affect the value of the agreement or the cash flows and the
possible inability of the counterparty to fulfill its
obligations under the agreement. Belcrest Capitals maximum
risk of loss from counterparty credit risk is the discounted net
value of the cash flows to be received from/paid to the
counterparty over the agreements remaining life, to the
extent that the amount is positive. The following table
summarizes Belcrest Capitals interest rate swap agreements.
Derivatives Not Designated as |
Liability Derivatives at | |||||||||
Hedging Instruments | December 31, 2009 | December 31, 2008 | ||||||||
Notional
amount(1)(2)
|
$ | 214,835,000 | $ | 302,088,000 | ||||||
Average notional amount during the respective period
|
$ | 234,970,000 | $ | 487,277,000 | ||||||
Weighted average fixed interest rate
|
4.09% | 4.17% | ||||||||
Floating rate
|
LIBOR + 0.30% | LIBOR + 0.30% | ||||||||
Initial optional termination dates
|
3/2010 | 3/2009 3/2010 | ||||||||
Final termination dates
|
6/2010 7/2015 | 6/2010 7/2015 | ||||||||
Fair value
|
$ | (3,241,582 | ) | $ | (9,509,218 | ) | ||||
(1)
|
During the years ended December 31, 2009 and 2008, interest rate swap agreements were terminated for which aggregate realized losses of $1,696,299 and $710,151, respectively, were recognized. | |
(2)
|
At December 31, 2009 and 2008, interest rate swap agreements held with aggregate notional amounts of $80,965,000 and $120,965,000, respectively, have initial optional termination dates. Interest rate swap agreement with a notional amount of $3,870,000 has an effective date of June 25, 2010. |
11 Debt
A Credit
Facility. Belcrest
Capital has entered into credit arrangements with Dresdner
Kleinwort Holdings I, Inc. (DKH) and Merrill Lynch Mortgage
Capital, Inc. (Merrill Lynch) (collectively, the Credit
Facility). The Credit Facility matures on June 25, 2010.
The credit arrangement with DKH is a term loan facility that
accrues interest at a rate of
one-month
LIBOR plus 0.30% per annum. During the year ended
December 31, 2009, Belcrest Capital made repayments to
decrease the term loan with DKH by an aggregate amount of
$121,500,000.
The credit arrangement with Merrill Lynch is a revolving loan
facility. During the year ended December 31, 2009, Belcrest
Capital decreased the amount of the revolving loan facility by a
net amount of $10,000,000 to an aggregate amount available for
borrowing of $33,000,000. Borrowings under this credit
arrangement accrue interest at a rate of
one-month
LIBOR plus 0.38% per annum. A commitment fee of 0.10% per annum
is paid on the unused commitment amount and is included in
Credit Facility interest expense in the accompanying
consolidated financial statements.
Obligations under the Credit Facility are without recourse to
Shareholders. Belcrest Capital is required under the Credit
Facility to maintain at all times a specified asset coverage
ratio. The rights of the lender to receive payments of interest
on and repayments of principal of borrowings are senior to the
rights of Shareholders. Under the terms
61
Belcrest Capital Fund LLC | December 31, 2009 |
Notes to
Consolidated Financial Statements (continued)
of the Credit Facility, Belcrest Capital is not permitted to
make distributions of cash or securities while there is
outstanding any event of default under the Credit Facility.
During such periods, Belcrest Capital would not be able to honor
redemption requests or make cash distributions. The Credit
Facility is secured by a pledge of Belcrest Capitals
assets, excluding the Funds Real Estate Joint Ventures and
Co-owned Property.
The following table summarizes Belcrest Capitals Credit
Facility. The fair value of the Credit Facility approximates its
carrying value.
At December 31, 2009 | At December 31, 2008 | |||||||||
Total amount available under the Credit Facility
|
$ | 227,500,000 | $ | 359,000,000 | ||||||
DKH borrowings outstanding
|
$ | 194,500,000 | $ | 316,000,000 | ||||||
Merrill Lynch borrowings outstanding
|
$ | | $ | | ||||||
On December 21, 2009, Belcrest Capital entered into a
credit arrangement with Bank of America (the new Credit
Facility) to refinance the existing Credit Facility on or before
April 1, 2010 (the Refinancing Date). On the Refinancing
Date, Belcrest Capital will borrow under the new Credit Facility
to repay and terminate the existing Credit Facility. The new
Credit Facility will have a minimum initial term of
540 days from the Refinancing Date but may be terminated by
the lender any time thereafter upon 180 days notice.
Belcrest Capital may terminate the new Credit Facility upon
30 days notice subject to an early termination fee.
The maximum aggregate amount that will be available for
borrowing under the new Credit Facility is $230,000,000.
Belcrest Capital will pay a rate of interest equal to
three-month
LIBOR plus 1.75% per annum on outstanding borrowings under the
new Credit Facility. A loan structure fee payable equal to 0.25%
of the total amount available under the new Credit Facility is
payable on the Refinancing Date. A commitment fee of 0.25% per
annum will be paid on the unused commitment amount through the
Refinancing Date and 0.40% per annum thereafter. The commitment
fee may be increased if outstanding borrowings fall below
certain levels.
Obligations under the new Credit Facility will be without
recourse to Shareholders. Borrowings under the new Credit
Facility will be secured by a pledge of Belcrest Capitals
assets, excluding the Funds real estate investments. The
new Credit Facility contains provisions requiring the
maintenance of specified asset coverage ratios and restricting
redemptions and cash distributions in the case of any event of
default by Belcrest Capital.
Borrowings under the Credit Facility have been used to purchase
the Funds interests in real estate investments, to pay
selling commissions and organizational expenses and to provide
for the liquidity needs of the Fund. Additional borrowings under
the Credit Facility and the new Credit Facility may be made in
the future for these purposes.
B Average Borrowings and
Average Interest
Rate. During the year
ended December 31, 2009, the average balance of borrowings
under the Credit Facility was approximately $232,700,000 with a
weighted average interest rate of 0.70%. The weighted average
interest rate includes all costs of borrowings under the Credit
Facility.
12 Management Fee and Other Transactions with Affiliates
Belcrest Capital and the Portfolio have engaged Boston
Management as investment adviser. Under the terms of the
advisory agreement with the Portfolio, Boston Management
receives a monthly fee of 5/96 of 1% (0.625% annually) of the
average daily net assets of the Portfolio up to $500,000,000 and
at reduced rates as daily net assets exceed that level. For the
years ended December 31, 2009, 2008 and 2007, the advisory
fee applicable to the Portfolio was 0.45%, 0.43% and 0.43% of
average daily net assets, respectively.
62
Belcrest Capital Fund LLC | December 31, 2009 |
Notes to
Consolidated Financial Statements (continued)
Subject to the fee waiver described below, Boston Management is
entitled to receive a monthly advisory and administrative fee of
1/20 of 1% (equivalent to 0.60% annually) of the average daily
gross investment assets of Belcrest Capital. The term
gross investment assets means the value of all
assets of Belcrest Capital, other than Belcrest Capitals
investment in Belcrest Realty, minus the sum of Belcrest
Capitals liabilities other than the principal amount of
money borrowed. Belcrest Realty pays Boston Management a monthly
management fee at a rate of 1/20 of 1% (equivalent to 0.60%
annually) of the average daily gross investment assets of
Belcrest Realty. The term gross investment assets
means the value of all assets of Belcrest Realty minus the sum
of Belcrest Realtys liabilities other than the principal
amount of money borrowed. For this purpose, the assets and
liabilities of Belcrest Realty include its ratable share of the
assets and liabilities of its direct and indirect subsidiaries,
real estate joint ventures and co-owned real property
investments.
As compensation for its services as placement agent, Belcrest
Capital paid Eaton Vance Distributors, Inc. (EV Distributors) a
monthly distribution fee at a rate of 1/120 of 1% (equivalent to
0.10% annually) of Belcrest Capitals average daily net
assets. Distribution fees accrued from Belcrest Capitals
initial closing, November 24, 1998, and continued for a
period of ten years. Distribution fees were subject to the fee
waiver described below. As a result of the fee waiver, payment
of distribution fees did not result in higher expenses for the
Fund. Similarly, termination of distribution fees does not
reduce Fund expenses.
Eaton Vance and Boston Management do not receive separate
compensation for serving as manager of Belcrest Capital and
manager of Belvedere Company, respectively.
Boston Management has agreed to waive that portion of the
monthly investment advisory and administrative fee payable by
Belcrest Capital to the extent that such fee, together with
Belcrest Capitals attributable share of the monthly
investment advisory fee and management fee payable by the
Portfolio and Belcrest Realty, respectively, exceeds 0.60% of
the average daily gross investment assets of Belcrest Capital
(as described above). In addition, if Belcrest Capital invests
in Cash Management, the advisory and administrative fees paid to
Boston Management by Cash Management in respect of Belcrest
Capitals investment therein will be credited towards
Belcrest Capitals advisory and administrative fee
payments, reducing the amount of such fees otherwise payable by
Belcrest Capital.
Pursuant to a servicing agreement between Belvedere Company and
EV Distributors, Belvedere Company pays a servicing fee to EV
Distributors for providing certain services and information to
direct and indirect investors in Belvedere Company. The
servicing fee is paid on a quarterly basis at an annual rate of
0.15% of Belvedere Companys average daily net assets.
Pursuant to a servicing agreement between Belcrest Capital and
EV Distributors, Belcrest Capital pays a servicing fee to EV
Distributors on a quarterly basis at an annual rate of 0.20% of
Belcrest Capitals average daily net assets. Belcrest
Capitals allocated share of the servicing fee payable by
Belvedere Company is credited towards Belcrest Capitals
servicing fee payment, reducing the amount of such fee that
would otherwise be payable by Belcrest Capital. With respect to
Shareholders who subscribe through a subagent, EV Distributors
has assigned servicing responsibilities and fees to the
applicable subagent.
63
Belcrest Capital Fund LLC | December 31, 2009 |
Notes to
Consolidated Financial Statements (continued)
The table below sets forth the fees paid or payable by, or
allocable to, the Fund for the years ended December 31,
2009, 2008 and 2007 in connection with the services rendered by
Eaton Vance and its affiliates.
Year Ended | ||||||||||||||
December 31, |
December 31, |
December 31, |
||||||||||||
2009 | 2008 | 2007 | ||||||||||||
Advisory fee allocated to Belvedere Company from the Portfolio
|
$ | 29,752,815 | $ | 50,952,553 | $ | 64,755,126 | ||||||||
Advisory fee allocated to the Fund from Belvedere Company
|
$ | 3,238,375 | $ | 6,655,478 | $ | 9,542,951 | ||||||||
Advisory fee allocated to the Fund from Cash Management
|
$ | 11,100 | $ | 16,532 | $ | 55,474 | ||||||||
Advisory and administrative fees incurred directly by the Fund
|
$ | 4,634,392 | $ | 7,020,591 | $ | 9,048,086 | ||||||||
Distribution fee incurred directly by the Fund
|
$ | | $ | 1,304,533 | $ | 2,030,065 | ||||||||
Reduction of advisory and administrative fees
|
$ | | $ | 1,304,533 | $ | 2,030,065 | ||||||||
Servicing fee of Belvedere Company
|
$ | 9,934,858 | $ | 17,747,191 | $ | 22,797,451 | ||||||||
Servicing fee allocated to the Fund from Belvedere Company
|
$ | 1,081,255 | $ | 2,318,528 | $ | 3,359,465 | ||||||||
Servicing fee incurred directly by the Fund
|
$ | 237,556 | $ | 451,732 | $ | 699,738 | ||||||||
Servicing fee paid or accrued to subagents
|
$ | 1,318,795 | $ | 2,770,236 | $ | 4,059,179 | ||||||||
13 Segment Information
Belcrest Capital pursues its investment objective primarily by
investing indirectly in the Portfolio through Belvedere Company.
The Portfolio is a diversified investment company that
emphasizes investments in common stocks of domestic and foreign
growth companies that are considered by its investment adviser
to be high in quality and attractive in their long-term
investment prospects. The Funds investment income includes
the Funds pro rata share of Belvedere Companys net
investment income. Separate from its investment in Belvedere
Company, Belcrest Capital invests in real estate investments
through Belcrest Realty (Note 1). The Funds
investment income from real estate investments primarily
consists of distribution income from Partnership Preference
Units and net investment income from Real Estate Joint Ventures
and Co-owned Property.
Belcrest Capital evaluates performance of the reportable
segments based on the net increase (decrease) in net assets from
operations of the respective segment, which includes net
investment income (loss), net realized gain (loss) and the net
change in unrealized appreciation (depreciation).
The Funds Credit Facility borrowings and related interest
expense are centrally managed by the Fund. A portion of the
Credit Facility borrowings and related interest expense have
been approximated and allocated to the real estate segment for
presentation purposes herein. Credit Facility borrowings
allocated to the real estate segment primarily represent
estimated net amounts borrowed to purchase the Funds
interests in real estate investments. The Funds interest
rate swap agreement balances are presented as part of the real
estate segment for presentation purposes herein. The accounting
policies of the reportable segments are the same as those for
Belcrest Capital on a consolidated basis (Note 2). No
reportable segments have been aggregated. Reportable information
by segment is as follows:
64
Belcrest Capital Fund LLC | December 31, 2009 |
Notes to
Consolidated Financial Statements (continued)
Year Ended | ||||||||||||||
December 31, |
December 31, |
December 31, |
||||||||||||
2009 | 2008 | 2007 | ||||||||||||
Investment income
|
||||||||||||||
The Portfolio*
|
$ | 12,326,177 | $ | 25,772,234 | $ | 30,692,607 | ||||||||
Real Estate
|
24,706,598 | 27,038,531 | 31,279,027 | |||||||||||
Unallocated
|
2,102 | 94,874 | 812,878 | |||||||||||
Total investment income
|
$ | 37,034,877 | $ | 52,905,639 | $ | 62,784,512 | ||||||||
Interest expense
|
||||||||||||||
The Portfolio*
|
$ | | $ | | $ | | ||||||||
Real Estate
|
1,494,343 | 15,160,967 | 38,376,136 | |||||||||||
Unallocated(1)
|
129,943 | 797,946 | 1,186,891 | |||||||||||
Total interest expense
|
$ | 1,624,286 | $ | 15,958,913 | $ | 39,563,027 | ||||||||
Net realized gain (loss)
|
||||||||||||||
The Portfolio*
|
$ | (59,270,474 | ) | $ | (26,802,134 | ) | $ | 86,463,901 | ||||||
Real Estate
|
(24,432,412 | ) | (31,170,686 | ) | 4,424,711 | |||||||||
Unallocated
|
1,947 | | | |||||||||||
Total net realized gain (loss)
|
$ | (83,700,939 | ) | $ | (57,972,820 | ) | $ | 90,888,612 | ||||||
Net change in unrealized appreciation (depreciation)
|
||||||||||||||
The Portfolio*
|
$ | 176,008,259 | $ | (608,715,768 | ) | $ | (14,189,615 | ) | ||||||
Real Estate
|
(78,427,018 | ) | (58,028,613 | ) | (10,845,341 | ) | ||||||||
Unallocated
|
| | | |||||||||||
Total net change in unrealized appreciation (depreciation)
|
$ | 97,581,241 | $ | (666,744,381 | ) | $ | (25,034,956 | ) | ||||||
Net increase (decrease) in net assets from operations
|
||||||||||||||
The Portfolio*
|
$ | 128,066,691 | $ | (610,936,875 | ) | $ | 101,085,900 | |||||||
Real Estate
|
(83,552,151 | ) | (82,524,315 | ) | (19,684,861 | ) | ||||||||
Unallocated(2)
|
(758,114 | ) | (2,849,646 | ) | (3,518,986 | ) | ||||||||
Net increase (decrease) in net assets from operations
|
$ | 43,756,426 | $ | (696,310,836 | ) | $ | 77,882,053 | |||||||
65
Belcrest Capital Fund LLC | December 31, 2009 |
Notes to
Consolidated Financial Statements (continued)
At December 31, 2009 | At December 31, 2008 | |||||||||
Segment assets
|
||||||||||
The Portfolio*
|
$ | 705,444,925 | $ | 872,416,210 | ||||||
Real Estate
|
144,707,801 | 262,330,088 | ||||||||
Unallocated(3)
|
2,596,332 | 2,461,610 | ||||||||
Segment assets
|
$ | 852,749,058 | $ | 1,137,207,908 | ||||||
Net assets
|
||||||||||
The Portfolio*
|
$ | 704,791,545 | $ | 870,757,329 | ||||||
Real Estate
|
(39,343,736 | ) | (49,070,564 | ) | ||||||
Unallocated(4)
|
(12,770,578 | ) | (12,805,288 | ) | ||||||
Net assets
|
$ | 652,677,231 | $ | 808,881,477 | ||||||
*
|
Belcrest Capital invests indirectly in the Portfolio through Belvedere Company. | |
(1)
|
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. | |
(2)
|
Unallocated amounts pertain to the overall operation of Belcrest Capital and do not pertain to either segment. Primarily included in these amounts are the following expenses. |
Year Ended | ||||||||||||||
December 31, |
December 31, |
December 31, |
||||||||||||
2009 | 2008 | 2007 | ||||||||||||
Audit expense
|
$ | 292,815 | $ | 289,592 | $ | 287,121 | ||||||||
Distribution and servicing fees
|
$ | 237,556 | $ | 1,756,265 | $ | 2,729,803 | ||||||||
Interest expense on Credit Facility
|
$ | 129,943 | $ | 797,946 | $ | 1,186,891 | ||||||||
(3)
|
Primarily includes cash held by the Fund and the Funds investment in Cash Management. | |
(4)
|
Amounts include unallocated liabilities, net of unallocated assets. Unallocated liabilities primarily consist of outstanding unallocated Credit Facility borrowings. Such borrowings are used to finance ongoing operations of the Fund and are not allocable to reportable segments. As of December 31, 2009 and 2008, such borrowings totaled approximately $14,989,000. |
14 Subsequent Event
On January 27, 2010, the Fund made a distribution of $0.25
per share to Shareholders of record on January 26, 2010.
66
Belcrest Capital Fund LLC | December 31, 2009 |
Report
of Independent Registered Public Accounting Firm
To the Shareholders
of Belcrest Capital Fund LLC and Subsidiaries
We have audited the accompanying consolidated statements of
assets and liabilities of Belcrest Capital Fund LLC and
subsidiaries (collectively, the Fund), including the
consolidated portfolios of investments, as of
December 31, 2009 and 2008, and the related
consolidated statements of operations, changes in net assets,
cash flows, and the financial highlights for each of the three
years in the period ended December 31, 2009. These
financial statements and financial highlights are the
responsibility of the Funds management. Our responsibility
is to express an opinion on these financial statements and
financial highlights based on our audits.
We conducted our audits in accordance with the standards of the
Public Company Accounting Oversight Board (United States). Those
standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements and
financial highlights are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the
amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating
the overall financial statement presentation. Our procedures
included confirmation of securities owned as of
December 31, 2009 and 2008, by correspondence with the
custodian. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the consolidated financial statements and
financial highlights referred to above present fairly, in all
material respects, the financial position of Belcrest Capital
Fund LLC and subsidiaries as of December 31, 2009 and
2008, the results of their operations, the changes in their net
assets, their cash flows, and the financial highlights for each
of the three years in the period ended December 31, 2009,
in conformity with accounting principles generally accepted in
the United States of America.
We have also audited, in accordance with the standards of the
Public Company Accounting Oversight Board (United States), the
Funds internal control over financial reporting as of
December 31, 2009, based on the criteria established in
Internal Control Integrated Framework issued
by the Committee of Sponsoring Organizations of the Treadway
Commission and our report dated March 1, 2010 expressed an
unqualified opinion on the Funds internal control over
financial reporting.
DELOITTE &
TOUCHE LLP
Boston, Massachusetts
March 1, 2010
67
Tax-Managed Growth Portfolio | as of December 31, 2009 |
Portfolio
of Investments
Common Stocks 98.5% | ||||||||||
Security | Shares | Value | ||||||||
Aerospace & Defense 4.8% | ||||||||||
Boeing Co. (The) | 960,677 | $ | 52,001,446 | |||||||
General Dynamics Corp. | 473,021 | 32,245,842 | ||||||||
Honeywell International, Inc. | 293,134 | 11,490,853 | ||||||||
Lockheed Martin Corp. | 19,800 | 1,491,930 | ||||||||
Northrop Grumman Corp. | 1,701,074 | 95,004,983 | ||||||||
Raytheon Co. | 58,153 | 2,996,042 | ||||||||
Rockwell Collins, Inc. | 147,928 | 8,189,294 | ||||||||
United Technologies Corp. | 3,657,193 | 253,845,766 | ||||||||
$ | 457,266,156 | |||||||||
Air Freight & Logistics 2.4% | ||||||||||
FedEx Corp. | 1,156,039 | $ | 96,471,455 | |||||||
United Parcel Service, Inc., Class B | 2,262,306 | 129,788,495 | ||||||||
$ | 226,259,950 | |||||||||
Auto Components 0.2% | ||||||||||
Johnson Controls, Inc. | 740,109 | $ | 20,160,569 | |||||||
WABCO Holdings, Inc. | 1,156 | 29,813 | ||||||||
$ | 20,190,382 | |||||||||
Automobiles 0.0% | ||||||||||
DaimlerChrysler AG | 17,284 | $ | 921,237 | |||||||
Harley-Davidson, Inc. | 133,800 | 3,371,760 | ||||||||
$ | 4,292,997 | |||||||||
Beverages 5.0% | ||||||||||
Brown-Forman Corp., Class A | 393,146 | $ | 22,153,777 | |||||||
Brown-Forman Corp., Class B | 156,213 | 8,368,330 | ||||||||
Coca-Cola Co. (The) | 2,871,938 | 163,700,466 | ||||||||
Coca-Cola Enterprises, Inc. | 54,516 | 1,155,739 | ||||||||
Molson Coors Brewing Co., Class B | 186,000 | 8,399,760 | ||||||||
PepsiCo, Inc. | 4,422,231 | 268,871,645 | ||||||||
$ | 472,649,717 | |||||||||
Biotechnology 1.9% | ||||||||||
Amgen, Inc.(1) | 2,920,204 | $ | 165,195,940 | |||||||
Biogen Idec, Inc.(1) | 13,543 | 724,550 | ||||||||
Genzyme Corp.(1) | 23,267 | 1,140,316 | ||||||||
Gilead Sciences, Inc.(1) | 246,207 | 10,655,839 | ||||||||
$ | 177,716,645 | |||||||||
Building Products 0.0% | ||||||||||
Masco Corp. | 140,317 | $ | 1,937,778 | |||||||
$ | 1,937,778 | |||||||||
Capital Markets 4.0% | ||||||||||
Ameriprise Financial, Inc. | 74,124 | $ | 2,877,494 | |||||||
Bank of New York Mellon Corp. (The) | 894,847 | 25,028,871 | ||||||||
Charles Schwab Corp. (The) | 718,360 | 13,519,535 | ||||||||
Credit Suisse Group AG | 47,576 | 2,356,978 | ||||||||
E*Trade Financial Corp.(1) | 45,935 | 80,386 | ||||||||
Federated Investors, Inc., Class B | 293,517 | 8,071,718 | ||||||||
Franklin Resources, Inc. | 539,468 | 56,832,954 | ||||||||
Goldman Sachs Group, Inc. (The) | 557,466 | 94,122,559 | ||||||||
Legg Mason, Inc. | 104,784 | 3,160,285 | ||||||||
Morgan Stanley | 2,837,118 | 83,978,693 | ||||||||
Northern Trust Corp. | 715,649 | 37,500,008 | ||||||||
Piper Jaffray Cos., Inc.(1) | 504 | 25,507 | ||||||||
State Street Corp. | 531,412 | 23,137,678 | ||||||||
T. Rowe Price Group, Inc. | 323,743 | 17,239,315 | ||||||||
UBS AG(1) | 94,307 | 1,462,702 | ||||||||
Waddell & Reed Financial, Inc., Class A | 273,635 | 8,356,813 | ||||||||
$ | 377,751,496 | |||||||||
Chemicals 1.0% | ||||||||||
Ashland, Inc. | 30,391 | $ | 1,204,092 | |||||||
Dow Chemical Co. (The) | 152,627 | 4,217,084 | ||||||||
E.I. Du Pont de Nemours & Co. | 978,736 | 32,954,041 | ||||||||
Ecolab, Inc. | 380,814 | 16,976,688 | ||||||||
Monsanto Co. | 29,739 | 2,431,163 | ||||||||
PPG Industries, Inc. | 4,400 | 257,576 | ||||||||
Sigma-Aldrich Corp. | 809,485 | 40,903,277 | ||||||||
$ | 98,943,921 | |||||||||
Commercial Banks 2.8% | ||||||||||
Bank of Hawaii Corp. | 616 | $ | 28,989 | |||||||
Bank of Montreal | 33,047 | 1,754,135 | ||||||||
BB&T Corp. | 1,043,443 | 26,472,149 | ||||||||
City National Corp. | 52,552 | 2,396,371 | ||||||||
Comerica, Inc. | 230,933 | 6,828,689 | ||||||||
Fifth Third Bancorp | 1,588,904 | 15,491,814 | ||||||||
First Horizon National Corp.(1) | 69,184 | 927,066 | ||||||||
HSBC Holdings PLC | 220,592 | 2,509,220 | ||||||||
HSBC Holdings PLC ADR | 103,266 | 5,895,456 | ||||||||
KeyCorp | 180,824 | 1,003,573 | ||||||||
M&T Bank Corp. | 25,938 | 1,734,993 | ||||||||
Marshall & Ilsley Corp. | 158,431 | 863,449 |
See notes to financial
statements
68
68
Tax-Managed Growth Portfolio | as of December 31, 2009 |
Portfolio
of Investments (continued)
Security | Shares | Value | ||||||||
Commercial Banks (continued) | ||||||||||
PNC Financial Services Group, Inc. | 81,695 | $ | 4,312,679 | |||||||
Regions Financial Corp. | 250,097 | 1,323,013 | ||||||||
Royal Bank of Canada | 252,530 | 13,522,981 | ||||||||
Societe Generale | 669,675 | 46,528,985 | ||||||||
SunTrust Banks, Inc. | 321,840 | 6,530,134 | ||||||||
Synovus Financial Corp. | 52,977 | 108,603 | ||||||||
Toronto-Dominion Bank | 17,915 | 1,123,629 | ||||||||
Trustmark Corp. | 205,425 | 4,630,280 | ||||||||
U.S. Bancorp | 2,933,385 | 66,030,496 | ||||||||
Wells Fargo & Co. | 2,165,006 | 58,433,512 | ||||||||
Westamerica Bancorporation | 1,968 | 108,968 | ||||||||
Zions Bancorporation | 63,409 | 813,537 | ||||||||
$ | 269,372,721 | |||||||||
Commercial Services & Supplies 0.1% | ||||||||||
Avery Dennison Corp. | 56,594 | $ | 2,065,115 | |||||||
Cintas Corp. | 208,456 | 5,430,279 | ||||||||
Pitney Bowes, Inc. | 15,870 | 361,201 | ||||||||
Waste Management, Inc. | 108,828 | 3,679,475 | ||||||||
$ | 11,536,070 | |||||||||
Communications Equipment 3.9% | ||||||||||
Cisco Systems, Inc.(1) | 7,187,656 | $ | 172,072,485 | |||||||
Juniper Networks, Inc.(1) | 109,780 | 2,927,833 | ||||||||
Motorola, Inc.(1) | 1,151,307 | 8,934,142 | ||||||||
Nokia Oyj ADR | 1,721,613 | 22,122,727 | ||||||||
QUALCOMM, Inc. | 3,168,806 | 146,588,965 | ||||||||
Telefonaktiebolaget LM Ericsson ADR | 1,750,000 | 16,082,500 | ||||||||
$ | 368,728,652 | |||||||||
Computers & Peripherals 4.6% | ||||||||||
Apple, Inc.(1) | 291,406 | $ | 61,445,869 | |||||||
Dell, Inc.(1) | 4,062,859 | 58,342,655 | ||||||||
EMC Corp.(1) | 2,038,992 | 35,621,190 | ||||||||
Hewlett-Packard Co. | 1,117,077 | 57,540,636 | ||||||||
International Business Machines Corp. | 1,581,888 | 207,069,139 | ||||||||
Lexmark International, Inc., Class A(1) | 34,181 | 888,023 | ||||||||
NetApp, Inc.(1) | 417,589 | 14,360,886 | ||||||||
$ | 435,268,398 | |||||||||
Construction & Engineering 0.0% | ||||||||||
Jacobs Engineering Group, Inc.(1) | 64,781 | $ | 2,436,413 | |||||||
$ | 2,436,413 | |||||||||
Construction Materials 0.0% | ||||||||||
Vulcan Materials Co. | 34,690 | $ | 1,827,122 | |||||||
$ | 1,827,122 | |||||||||
Consumer Finance 0.5% | ||||||||||
American Express Co. | 420,726 | $ | 17,047,818 | |||||||
Capital One Financial Corp. | 407,705 | 15,631,410 | ||||||||
Discover Financial Services | 1,105,050 | 16,255,285 | ||||||||
SLM Corp.(1) | 10,200 | 114,954 | ||||||||
$ | 49,049,467 | |||||||||
Containers & Packaging 0.1% | ||||||||||
Bemis Co., Inc. | 133,186 | $ | 3,948,965 | |||||||
Temple-Inland, Inc. | 90,660 | 1,913,832 | ||||||||
$ | 5,862,797 | |||||||||
Distributors 0.1% | ||||||||||
Genuine Parts Co. | 188,424 | $ | 7,152,575 | |||||||
$ | 7,152,575 | |||||||||
Diversified Consumer Services 0.4% | ||||||||||
Apollo Group, Inc., Class A(1) | 10,887 | $ | 659,535 | |||||||
H&R Block, Inc. | 1,506,291 | 34,072,302 | ||||||||
$ | 34,731,837 | |||||||||
Diversified Financial Services 1.8% | ||||||||||
Bank of America Corp. | 2,830,245 | $ | 42,623,490 | |||||||
Citigroup, Inc. | 119,611 | 395,912 | ||||||||
CME Group, Inc. | 28,751 | 9,658,898 | ||||||||
ING Groep NV ADR(1) | 191,170 | 1,875,378 | ||||||||
IntercontinentalExchange, Inc.(1) | 13,162 | 1,478,093 | ||||||||
JPMorgan Chase & Co. | 2,683,320 | 111,813,944 | ||||||||
Moodys Corp. | 179,602 | 4,813,334 | ||||||||
$ | 172,659,049 | |||||||||
Diversified Telecommunication Services 1.0% | ||||||||||
AT&T, Inc. | 1,500,639 | $ | 42,062,911 | |||||||
CenturyTel, Inc. | 11,539 | 417,827 | ||||||||
Deutsche Telekom AG ADR | 1,374,898 | 20,211,001 | ||||||||
McLeodUSA, Inc., Class A(1)(2) | 947 | 0 | ||||||||
Telefonos de Mexico SA de CV ADR | 704,876 | 11,686,844 | ||||||||
Telmex Internacional SAB de CV ADR | 283,026 | 5,023,711 |
See notes to financial
statements
69
69
Tax-Managed Growth Portfolio | as of December 31, 2009 |
Portfolio
of Investments (continued)
Security | Shares | Value | ||||||||
Diversified Telecommunication Services (continued) | ||||||||||
Verizon Communications, Inc. | 444,858 | $ | 14,738,146 | |||||||
Windstream Corp. | 247,947 | 2,724,938 | ||||||||
$ | 96,865,378 | |||||||||
Electric Utilities 0.0% | ||||||||||
Duke Energy Corp. | 47,382 | $ | 815,444 | |||||||
Exelon Corp. | 9,202 | 449,702 | ||||||||
Southern Co. (The) | 68,451 | 2,280,787 | ||||||||
$ | 3,545,933 | |||||||||
Electrical Equipment 1.1% | ||||||||||
Emerson Electric Co. | 2,283,488 | $ | 97,276,589 | |||||||
Rockwell Automation, Inc. | 125,000 | 5,872,500 | ||||||||
SunPower Corp., Class B(1) | 1 | 21 | ||||||||
$ | 103,149,110 | |||||||||
Electronic Equipment, Instruments & Components 0.8% | ||||||||||
Agilent Technologies, Inc.(1) | 456,730 | $ | 14,190,601 | |||||||
Corning, Inc. | 2,838,521 | 54,811,841 | ||||||||
Flextronics International, Ltd.(1) | 161,054 | 1,177,305 | ||||||||
National Instruments Corp. | 35,783 | 1,053,809 | ||||||||
Tyco Electronics, Ltd. | 10,142 | 248,986 | ||||||||
$ | 71,482,542 | |||||||||
Energy Equipment & Services 1.3% | ||||||||||
Baker Hughes, Inc. | 136,681 | $ | 5,532,847 | |||||||
Halliburton Co. | 846,488 | 25,470,824 | ||||||||
Schlumberger, Ltd. | 1,175,550 | 76,516,550 | ||||||||
Transocean, Ltd.(1) | 196,993 | 16,311,020 | ||||||||
$ | 123,831,241 | |||||||||
Food & Staples Retailing 3.2% | ||||||||||
Costco Wholesale Corp. | 873,262 | $ | 51,670,913 | |||||||
CVS Caremark Corp. | 1,958,996 | 63,099,261 | ||||||||
Kroger Co. (The) | 69,668 | 1,430,284 | ||||||||
Safeway, Inc. | 186,891 | 3,978,909 | ||||||||
Sysco Corp. | 1,717,782 | 47,994,829 | ||||||||
Wal-Mart Stores, Inc. | 2,002,154 | 107,015,131 | ||||||||
Walgreen Co. | 893,009 | 32,791,291 | ||||||||
$ | 307,980,618 | |||||||||
Food Products 2.6% | ||||||||||
Archer-Daniels-Midland Co. | 1,574,460 | $ | 49,296,342 | |||||||
Campbell Soup Co. | 54,780 | 1,851,564 | ||||||||
ConAgra Foods, Inc. | 100,372 | 2,313,575 | ||||||||
Del Monte Foods Co. | 17,418 | 197,520 | ||||||||
General Mills, Inc. | 27,469 | 1,945,080 | ||||||||
H.J. Heinz Co. | 114,878 | 4,912,183 | ||||||||
Hershey Co. (The) | 512,481 | 18,341,695 | ||||||||
Kraft Foods, Inc., Class A | 242,546 | 6,592,400 | ||||||||
Nestle SA | 2,750,000 | 133,467,372 | ||||||||
Sara Lee Corp. | 2,026,393 | 24,681,467 | ||||||||
Unilever NV | 72,175 | 2,333,418 | ||||||||
$ | 245,932,616 | |||||||||
Health Care Equipment & Supplies 1.5% | ||||||||||
Baxter International, Inc. | 224,448 | $ | 13,170,608 | |||||||
Becton, Dickinson and Co. | 63,708 | 5,024,013 | ||||||||
Boston Scientific Corp.(1) | 434,359 | 3,909,231 | ||||||||
CareFusion Corp.(1) | 315,076 | 7,880,051 | ||||||||
Covidien PLC | 193,320 | 9,258,095 | ||||||||
Hospira, Inc.(1) | 48,238 | 2,460,138 | ||||||||
Medtronic, Inc. | 1,746,454 | 76,809,047 | ||||||||
St. Jude Medical, Inc.(1) | 66,365 | 2,440,905 | ||||||||
Stryker Corp. | 155,879 | 7,851,625 | ||||||||
Zimmer Holdings, Inc.(1) | 240,888 | 14,238,890 | ||||||||
$ | 143,042,603 | |||||||||
Health Care Providers & Services 1.1% | ||||||||||
AmerisourceBergen Corp. | 586,036 | $ | 15,277,959 | |||||||
Cardinal Health, Inc. | 300,019 | 9,672,613 | ||||||||
CIGNA Corp. | 49,467 | 1,744,701 | ||||||||
Express Scripts, Inc.(1) | 196,994 | 17,030,131 | ||||||||
Henry Schein, Inc.(1) | 818,371 | 43,046,315 | ||||||||
McKesson Corp. | 6,462 | 403,875 | ||||||||
Medco Health Solutions, Inc.(1) | 146,516 | 9,363,838 | ||||||||
PharMerica Corp.(1) | 25,547 | 405,686 | ||||||||
UnitedHealth Group, Inc. | 201,101 | 6,129,558 | ||||||||
WellPoint, Inc.(1) | 53,673 | 3,128,599 | ||||||||
$ | 106,203,275 | |||||||||
Health Care Technology 0.0% | ||||||||||
IMS Health, Inc. | 56,530 | $ | 1,190,522 | |||||||
$ | 1,190,522 | |||||||||
See notes to financial
statements
70
70
Tax-Managed Growth Portfolio | as of December 31, 2009 |
Portfolio
of Investments (continued)
Security | Shares | Value | ||||||||
Hotels, Restaurants & Leisure 1.7% | ||||||||||
Carnival Corp.(1) | 537,768 | $ | 17,041,868 | |||||||
Darden Restaurants, Inc. | 147,345 | 5,167,389 | ||||||||
International Game Technology | 459,500 | 8,624,815 | ||||||||
Interval Leisure Group, Inc.(1) | 85,966 | 1,071,996 | ||||||||
Marriott International, Inc., Class A | 401,544 | 10,942,074 | ||||||||
McDonalds Corp. | 865,066 | 54,014,721 | ||||||||
Starbucks Corp.(1) | 2,222,271 | 51,245,569 | ||||||||
Yum! Brands, Inc. | 246,105 | 8,606,292 | ||||||||
$ | 156,714,724 | |||||||||
Household Durables 0.2% | ||||||||||
D.R. Horton, Inc. | 417,028 | $ | 4,533,094 | |||||||
Fortune Brands, Inc. | 117,078 | 5,057,770 | ||||||||
Leggett & Platt, Inc. | 313,428 | 6,393,931 | ||||||||
Newell Rubbermaid, Inc. | 49,838 | 748,069 | ||||||||
$ | 16,732,864 | |||||||||
Household Products 2.6% | ||||||||||
Clorox Co. (The) | 31,145 | $ | 1,899,845 | |||||||
Colgate-Palmolive Co. | 680,288 | 55,885,659 | ||||||||
Energizer Holdings, Inc.(1) | 76,555 | 4,691,290 | ||||||||
Kimberly-Clark Corp. | 530,925 | 33,825,232 | ||||||||
Procter & Gamble Co. | 2,495,665 | 151,312,169 | ||||||||
$ | 247,614,195 | |||||||||
Independent Power Producers & Energy Traders 0.0% | ||||||||||
AES Corp. (The)(1) | 93,180 | $ | 1,240,226 | |||||||
$ | 1,240,226 | |||||||||
Industrial Conglomerates 1.8% | ||||||||||
3M Co. | 901,357 | $ | 74,515,183 | |||||||
General Electric Co. | 6,321,340 | 95,641,874 | ||||||||
Textron, Inc. | 18,236 | 343,019 | ||||||||
Tyco International, Ltd.(1) | 23,014 | 821,140 | ||||||||
$ | 171,321,216 | |||||||||
Insurance 2.7% | ||||||||||
Aegon NV ADR(1) | 5,178,488 | $ | 33,194,108 | |||||||
Aflac, Inc. | 262,505 | 12,140,856 | ||||||||
Allstate Corp. (The) | 124,523 | 3,740,671 | ||||||||
AON Corp. | 274,044 | 10,506,847 | ||||||||
Berkshire Hathaway, Inc., Class A(1) | 638 | 63,289,600 | ||||||||
Berkshire Hathaway, Inc., Class B(1) | 22,738 | 74,717,068 | ||||||||
Chubb Corp. | 25,054 | 1,232,156 | ||||||||
Cincinnati Financial Corp. | 179,991 | 4,722,964 | ||||||||
Hartford Financial Services Group, Inc. | 11,362 | 264,280 | ||||||||
Lincoln National Corp. | 54,170 | 1,347,750 | ||||||||
Manulife Financial Corp. | 69,765 | 1,279,490 | ||||||||
Marsh & McLennan Cos., Inc. | 172,845 | 3,816,418 | ||||||||
MetLife, Inc. | 81 | 2,863 | ||||||||
Old Republic International Corp. | 216,805 | 2,176,722 | ||||||||
Progressive Corp.(1) | 1,205,542 | 21,687,700 | ||||||||
Torchmark Corp. | 278,479 | 12,239,152 | ||||||||
Travelers Companies, Inc. (The) | 98,892 | 4,930,755 | ||||||||
$ | 251,289,400 | |||||||||
Internet & Catalog Retail 0.1% | ||||||||||
Amazon.com, Inc.(1) | 43,801 | $ | 5,892,111 | |||||||
Expedia, Inc.(1) | 119,213 | 3,064,966 | ||||||||
HSN, Inc.(1) | 60,017 | 1,211,743 | ||||||||
Liberty Media Corp. Interactive, Class A(1) | 11,902 | 129,018 | ||||||||
Ticketmaster Entertainment, Inc.(1) | 80,619 | 985,164 | ||||||||
$ | 11,283,002 | |||||||||
Internet Software & Services 1.7% | ||||||||||
Akamai Technologies, Inc.(1) | 200,000 | $ | 5,066,000 | |||||||
AOL, Inc.(1) | 48,584 | 1,131,035 | ||||||||
eBay, Inc.(1) | 1,260,217 | 29,665,508 | ||||||||
Google, Inc., Class A(1) | 199,296 | 123,559,534 | ||||||||
IAC/InterActiveCorp(1) | 13,368 | 273,777 | ||||||||
VeriSign, Inc.(1) | 14,758 | 357,734 | ||||||||
$ | 160,053,588 | |||||||||
IT Services 2.9% | ||||||||||
Accenture PLC, Class A | 2,738,000 | $ | 113,627,000 | |||||||
Acxiom Corp.(1) | 68,785 | 923,095 | ||||||||
Automatic Data Processing, Inc. | 1,339,373 | 57,351,952 | ||||||||
Broadridge Financial Solutions, Inc. | 18,597 | 419,548 | ||||||||
Computer Sciences Corp.(1) | 150,923 | 8,682,600 | ||||||||
DST Systems, Inc.(1) | 600 | 26,130 | ||||||||
Fidelity National Information Services, Inc. | 106,171 | 2,488,648 | ||||||||
Fiserv, Inc.(1) | 47,355 | 2,295,771 | ||||||||
Paychex, Inc. | 757,686 | 23,215,499 | ||||||||
Total System Services, Inc. | 52,739 | 910,803 | ||||||||
Western Union Co. | 3,213,318 | 60,571,044 | ||||||||
$ | 270,512,090 | |||||||||
See notes to financial
statements
71
71
Tax-Managed Growth Portfolio | as of December 31, 2009 |
Portfolio
of Investments (continued)
Security | Shares | Value | ||||||||
Leisure Equipment & Products 0.0% | ||||||||||
Mattel, Inc. | 22,565 | $ | 450,849 | |||||||
$ | 450,849 | |||||||||
Life Sciences Tools & Services 0.2% | ||||||||||
Life Technologies Corp.(1) | 344,969 | $ | 18,017,731 | |||||||
Thermo Fisher Scientific, Inc.(1) | 18,700 | 891,803 | ||||||||
$ | 18,909,534 | |||||||||
Machinery 2.5% | ||||||||||
Caterpillar, Inc. | 159,554 | $ | 9,092,982 | |||||||
Danaher Corp. | 94,953 | 7,140,466 | ||||||||
Deere & Co. | 2,623,301 | 141,894,351 | ||||||||
Dover Corp. | 578,638 | 24,077,127 | ||||||||
Illinois Tool Works, Inc. | 1,183,752 | 56,808,259 | ||||||||
Parker Hannifin Corp. | 37,997 | 2,047,278 | ||||||||
$ | 241,060,463 | |||||||||
Media 3.4% | ||||||||||
Ascent Media Corp., Class A(1) | 755 | $ | 19,275 | |||||||
CBS Corp., Class B | 79,463 | 1,116,455 | ||||||||
Comcast Corp., Class A | 288,237 | 4,859,676 | ||||||||
Comcast Corp., Class A Special | 2,012,974 | 32,227,714 | ||||||||
DIRECTV(1) | 30,225 | 1,008,004 | ||||||||
Discovery Communications, Inc., Class A(1) | 7,555 | 231,712 | ||||||||
Discovery Communications, Inc., Class C(1) | 7,555 | 200,359 | ||||||||
Gannett Co., Inc. | 320,258 | 4,755,831 | ||||||||
Liberty Capital, Class A(1) | 7,556 | 180,437 | ||||||||
Liberty Global, Inc., Series A(1) | 2,381 | 52,168 | ||||||||
Liberty Global, Inc., Series C(1) | 2,382 | 52,047 | ||||||||
Liberty Media Corp. - Starz, Series A(1) | 3,022 | 139,465 | ||||||||
McGraw-Hill Cos., Inc. (The) | 299,599 | 10,039,562 | ||||||||
New York Times Co. (The), Class A(1) | 5,269 | 65,125 | ||||||||
News Corp., Class A | 97 | 1,328 | ||||||||
Omnicom Group, Inc. | 2,032,655 | 79,578,443 | ||||||||
Time Warner Cable, Inc. | 133,705 | 5,534,050 | ||||||||
Time Warner, Inc. | 531,114 | 15,476,662 | ||||||||
Viacom, Inc., Class B(1) | 83,155 | 2,472,198 | ||||||||
Walt Disney Co. (The) | 4,870,943 | 157,087,912 | ||||||||
Washington Post Co., Class B | 1,500 | 659,400 | ||||||||
WPP PLC, ADR | 46,597 | 2,266,944 | ||||||||
$ | 318,024,767 | |||||||||
Metals & Mining 0.5% | ||||||||||
Alcoa, Inc. | 52,760 | $ | 850,491 | |||||||
BHP Billiton, Ltd. ADR | 190,000 | 14,550,200 | ||||||||
Freeport-McMoRan Copper & Gold, Inc.(1) | 225,000 | 18,065,250 | ||||||||
Nucor Corp. | 230,000 | 10,729,500 | ||||||||
$ | 44,195,441 | |||||||||
Multiline Retail 1.3% | ||||||||||
JC Penney Co., Inc. | 88,822 | $ | 2,363,553 | |||||||
Macys, Inc. | 94,265 | 1,579,881 | ||||||||
Nordstrom, Inc. | 131,384 | 4,937,411 | ||||||||
Sears Holdings Corp.(1) | 4,107 | 342,729 | ||||||||
Target Corp. | 2,290,940 | 110,812,768 | ||||||||
$ | 120,036,342 | |||||||||
Oil, Gas & Consumable Fuels 9.0% | ||||||||||
Anadarko Petroleum Corp. | 4,381,890 | $ | 273,517,574 | |||||||
Apache Corp. | 2,145,656 | 221,367,330 | ||||||||
BP PLC ADR | 226,725 | 13,143,248 | ||||||||
Chevron Corp. | 655,424 | 50,461,094 | ||||||||
ConocoPhillips | 1,176,165 | 60,066,747 | ||||||||
Devon Energy Corp. | 568,771 | 41,804,668 | ||||||||
Exxon Mobil Corp. | 2,496,998 | 170,270,294 | ||||||||
Hess Corp. | 35,579 | 2,152,529 | ||||||||
Marathon Oil Corp. | 177,334 | 5,536,367 | ||||||||
Murphy Oil Corp. | 78,679 | 4,264,402 | ||||||||
Royal Dutch Shell PLC ADR, Class A | 127,794 | 7,681,697 | ||||||||
Royal Dutch Shell PLC ADR, Class B | 9,594 | 557,699 | ||||||||
Spectra Energy Corp. | 218,914 | 4,489,926 | ||||||||
Williams Cos., Inc. | 2,000 | 42,160 | ||||||||
$ | 855,355,735 | |||||||||
Paper & Forest Products 0.0% | ||||||||||
International Paper Co. | 283 | $ | 7,579 | |||||||
Neenah Paper, Inc. | 1,886 | 26,310 | ||||||||
Weyerhaeuser Co. | 4,754 | 205,087 | ||||||||
$ | 238,976 | |||||||||
Personal Products 0.0% | ||||||||||
Avon Products, Inc. | 10,400 | $ | 327,600 | |||||||
Estee Lauder Cos., Inc., Class A | 13,035 | 630,373 | ||||||||
$ | 957,973 | |||||||||
See notes to financial
statements
72
72
Tax-Managed Growth Portfolio | as of December 31, 2009 |
Portfolio
of Investments (continued)
Security | Shares | Value | ||||||||
Pharmaceuticals 10.1% | ||||||||||
Abbott Laboratories | 3,397,401 | $ | 183,425,680 | |||||||
Allergan, Inc. | 82,562 | 5,202,232 | ||||||||
Bristol-Myers Squibb Co. | 2,140,192 | 54,039,848 | ||||||||
Eli Lilly & Co. | 2,884,751 | 103,014,458 | ||||||||
GlaxoSmithKline PLC ADR | 448,388 | 18,944,393 | ||||||||
Johnson & Johnson | 3,081,962 | 198,509,172 | ||||||||
King Pharmaceuticals, Inc.(1) | 152,305 | 1,868,782 | ||||||||
Merck & Co., Inc. | 2,489,783 | 90,976,671 | ||||||||
Novo Nordisk A/S ADR | 353,594 | 22,576,977 | ||||||||
Pfizer, Inc. | 9,948,483 | 180,962,906 | ||||||||
Teva Pharmaceutical Industries, Ltd. ADR | 1,671,886 | 93,926,556 | ||||||||
$ | 953,447,675 | |||||||||
Real Estate Management & Development 0.0% | ||||||||||
Forest City Enterprises, Inc., Class A(1) | 56,500 | $ | 665,570 | |||||||
Forestar Real Estate Group, Inc.(1) | 30,220 | 664,236 | ||||||||
$ | 1,329,806 | |||||||||
Road & Rail 0.2% | ||||||||||
Burlington Northern Santa Fe Corp. | 54,168 | $ | 5,342,048 | |||||||
Norfolk Southern Corp. | 12,365 | 648,173 | ||||||||
Union Pacific Corp. | 132,257 | 8,451,223 | ||||||||
$ | 14,441,444 | |||||||||
Semiconductors & Semiconductor Equipment 3.3% | ||||||||||
Analog Devices, Inc. | 560,289 | $ | 17,693,927 | |||||||
Applied Materials, Inc. | 1,065,614 | 14,854,659 | ||||||||
Broadcom Corp., Class A(1) | 976,646 | 30,715,517 | ||||||||
Cypress Semiconductor Corp.(1) | 52,742 | 556,955 | ||||||||
Intel Corp. | 11,004,150 | 224,484,660 | ||||||||
KLA-Tencor Corp. | 143,189 | 5,177,714 | ||||||||
Linear Technology Corp. | 123,388 | 3,768,269 | ||||||||
Maxim Integrated Products, Inc. | 223,099 | 4,528,910 | ||||||||
Texas Instruments, Inc. | 552,587 | 14,400,417 | ||||||||
Verigy, Ltd.(1) | 3,524 | 45,354 | ||||||||
Xilinx, Inc. | 24,830 | 622,240 | ||||||||
$ | 316,848,622 | |||||||||
Software 3.1% | ||||||||||
Activision Blizzard, Inc.(1) | 96,350 | $ | 1,070,448 | |||||||
Adobe Systems, Inc.(1) | 440,317 | 16,194,859 | ||||||||
CA, Inc. | 45,408 | 1,019,864 | ||||||||
Electronic Arts, Inc.(1) | 21,405 | 379,939 | ||||||||
Microsoft Corp. | 3,425,420 | 104,441,056 | ||||||||
Oracle Corp. | 6,981,637 | 171,329,372 | ||||||||
Symantec Corp.(1) | 186,371 | 3,334,177 | ||||||||
$ | 297,769,715 | |||||||||
Specialty Retail 2.3% | ||||||||||
Abercrombie & Fitch Co., Class A | 3,578 | $ | 124,693 | |||||||
Best Buy Co., Inc. | 148,536 | 5,861,230 | ||||||||
Gap, Inc. (The) | 89,138 | 1,867,441 | ||||||||
Home Depot, Inc. | 3,945,465 | 114,142,302 | ||||||||
Limited Brands, Inc. | 42,136 | 810,697 | ||||||||
Lowes Companies, Inc. | 1,003,622 | 23,474,719 | ||||||||
Sherwin-Williams Co. (The) | 500 | 30,825 | ||||||||
Staples, Inc. | 257,430 | 6,330,204 | ||||||||
TJX Companies, Inc. (The) | 1,701,405 | 62,186,353 | ||||||||
$ | 214,828,464 | |||||||||
Textiles, Apparel & Luxury Goods 2.2% | ||||||||||
Coach, Inc. | 10,800 | $ | 394,524 | |||||||
Hanesbrands, Inc.(1) | 236,598 | 5,704,378 | ||||||||
NIKE, Inc., Class B | 3,058,444 | 202,071,395 | ||||||||
$ | 208,170,297 | |||||||||
Thrifts & Mortgage Finance 0.0% | ||||||||||
Tree.com, Inc.(1) | 13,436 | $ | 122,939 | |||||||
$ | 122,939 | |||||||||
Tobacco 0.4% | ||||||||||
Altria Group, Inc. | 310,619 | $ | 6,097,451 | |||||||
Philip Morris International, Inc. | 566,282 | 27,289,130 | ||||||||
$ | 33,386,581 | |||||||||
Wireless Telecommunication Services 0.1% | ||||||||||
America Movil SAB de CV ADR, Series L | 22,000 | $ | 1,033,560 | |||||||
Sprint Nextel Corp.(1) | 229,998 | 841,792 | ||||||||
Telephone and Data Systems, Inc. | 24,450 | 738,390 |
See notes to financial
statements
73
73
Tax-Managed Growth Portfolio | as of December 31, 2009 |
Portfolio
of Investments (continued)
Security | Shares | Value | ||||||||
Wireless Telecommunication Services (continued) | ||||||||||
Telephone and Data Systems, Inc., Special Shares
|
9,066 | $ | 307,519 | |||||||
Vodafone Group PLC ADR
|
258,909 | 5,978,209 | ||||||||
$ | 8,899,470 | |||||||||
Total
Common Stocks
|
||||||||||
(identified
cost $7,498,546,989)
|
$ | 9,334,094,379 | ||||||||
Preferred Stocks 0.0% | ||||||||||
Security | Shares | Value | ||||||||
Commercial Banks 0.0% | ||||||||||
Wells Fargo & Co.
|
166 | $ | 116 | |||||||
Total
Preferred Stocks
|
||||||||||
(identified
cost $4,929)
|
$ | 116 | ||||||||
Convertible Preferred Stocks 0.0% | ||||||||||
Security | Shares | Value | ||||||||
Independent Power Producers & Energy Traders 0.0% | ||||||||||
Enron
Corp.(1)(2)
|
11,050 | $ | 0 | |||||||
Total
Convertible Preferred Stocks
|
||||||||||
(identified
cost $16,626,069)
|
$ | 0 | ||||||||
Short-Term Investments 1.1% | ||||||||
Interest |
||||||||
(000s |
||||||||
Description | omitted) | Value | ||||||
Cash Management Portfolio,
0.00%(3)
|
$109,919 | $ | 109,919,346 | |||||
Total
Short-Term Investments
|
||||||||
(identified
cost $109,919,346)
|
$ | 109,919,346 | ||||||
Total
Investments 99.6%
|
||||||||
(identified
cost $7,625,097,333)
|
$ | 9,444,013,841 | ||||||
Other
Assets, Less Liabilities 0.4%
|
$ | 35,465,423 | ||||||
Net
Assets 100.0%
|
$ | 9,479,479,264 | ||||||
ADR - American Depositary
Receipt
(1) | Non-income producing security. | |
(2) | Security valued at fair value using methods determined in good faith by or at the direction of the Trustees. | |
(3) | Affiliated investment company available to Eaton Vance portfolios and funds which invests in high quality, U.S. dollar denominated money market instruments. The rate shown is the annualized seven-day yield as of December 31, 2009. |
See notes to financial
statements
74
74
Tax-Managed Growth Portfolio | as of December 31, 2009 |
Financial
Statements
Statement of Assets and
Liabilities
As of December 31, 2009 | ||||||
Assets | ||||||
Unaffiliated investments, at value
(identified cost, $7,515,177,987)
|
$ | 9,334,094,495 | ||||
Affiliated investments, at value
(identified cost, $109,919,346)
|
109,919,346 | |||||
Cash
|
1,618,404 | |||||
Dividends receivable
|
13,680,323 | |||||
Receivable for investments sold
|
21,882,113 | |||||
Tax reclaims receivable
|
2,217,408 | |||||
Total assets
|
$ | 9,483,412,089 | ||||
Liabilities | ||||||
Payable to affiliates:
|
||||||
Investment adviser fee
|
$ | 3,590,334 | ||||
Trustees fees
|
12,625 | |||||
Accrued expenses
|
329,866 | |||||
Total liabilities
|
$ | 3,932,825 | ||||
Net Assets applicable to investors interest in
Portfolio
|
$ | 9,479,479,264 | ||||
Sources of Net Assets | ||||||
Net proceeds from capital contributions and withdrawals
|
$ | 7,660,385,213 | ||||
Net unrealized appreciation
|
1,819,094,051 | |||||
Total
|
$ | 9,479,479,264 | ||||
For the Year Ended |
||||||
December 31, 2009 | ||||||
Investment Income | ||||||
Dividends (net of foreign taxes, $2,803,433)
|
$ | 214,044,957 | ||||
Interest income allocated from affiliated investment
|
671,602 | |||||
Expenses allocated from affiliated investment
|
(544,398 | ) | ||||
Total investment income
|
$ | 214,172,161 | ||||
Expenses | ||||||
Investment adviser fee
|
$ | 41,375,335 | ||||
Trustees fees and expenses
|
50,500 | |||||
Custodian fee
|
1,295,412 | |||||
Legal and accounting services
|
170,213 | |||||
Miscellaneous
|
229,130 | |||||
Total expenses
|
$ | 43,120,590 | ||||
Net investment income
|
$ | 171,051,571 | ||||
Realized and Unrealized Gain (Loss) | ||||||
Net realized gain (loss)
|
||||||
Investment
transactions(1)
|
$ | (446,325,786 | ) | |||
Investment transactions allocated from affiliated investment
|
(59,244 | ) | ||||
Foreign currency transactions
|
20,155 | |||||
Net realized loss
|
$ | (446,364,875 | ) | |||
Change in unrealized appreciation (depreciation)
|
||||||
Investments
|
$ | 2,039,474,627 | ||||
Foreign currency
|
65,756 | |||||
Net change in unrealized appreciation (depreciation)
|
$ | 2,039,540,383 | ||||
Net realized and unrealized gain
|
$ | 1,593,175,508 | ||||
Net increase in net assets from operations
|
$ | 1,764,227,079 | ||||
(1) | Includes net realized losses of $67,236,452 from redemptions in-kind. |
See notes to financial
statements
75
75
Tax-Managed Growth Portfolio | as of December 31, 2009 |
Financial
Statements (continued)
Statements of Changes in Net
Assets
Increase
(Decrease) |
Year Ended |
Year Ended |
||||||||
in Net Assets | December 31, 2009 | December 31, 2008 | ||||||||
From operations
|
||||||||||
Net investment income
|
$ | 171,051,571 | $ | 291,159,659 | ||||||
Net realized loss from
investment transactions and foreign currency transactions |
(446,364,875 | ) | (57,601,117 | ) | ||||||
Net change in unrealized appreciation (depreciation) from
investments and foreign currency
|
2,039,540,383 | (6,326,916,620 | ) | |||||||
Net increase (decrease) in net assets from operations
|
$ | 1,764,227,079 | $ | (6,093,358,078 | ) | |||||
Capital transactions
|
||||||||||
Contributions
|
$ | 362,235,165 | $ | 1,174,044,484 | ||||||
Withdrawals
|
(3,249,726,036 | ) | (4,342,104,580 | ) | ||||||
Net decrease in net assets from capital transactions
|
$ | (2,887,490,871 | ) | $ | (3,168,060,096 | ) | ||||
Net decrease in net assets
|
$ | (1,123,263,792 | ) | $ | (9,261,418,174 | ) | ||||
Net Assets | ||||||||||
At beginning of year
|
$ | 10,602,743,056 | $ | 19,864,161,230 | ||||||
At end of year
|
$ | 9,479,479,264 | $ | 10,602,743,056 | ||||||
See notes to financial
statements
76
76
Tax-Managed Growth Portfolio | as of December 31, 2009 |
Financial
Statements (continued)
Supplementary Data
Year Ended December 31, | ||||||||||||||||||||||
2009 | 2008 | 2007 | 2006 | 2005 | ||||||||||||||||||
Ratios/Supplemental Data | ||||||||||||||||||||||
Ratios (as a percentage of average daily net assets):
|
||||||||||||||||||||||
Expenses(1)
|
0.47 | % | 0.45 | % | 0.44 | % | 0.45 | % | 0.45 | %(2) | ||||||||||||
Net investment income
|
1.86 | % | 1.84 | % | 1.52 | % | 1.39 | % | 1.25 | %(2) | ||||||||||||
Portfolio
Turnover(3)
|
2 | % | 1 | % | 2 | % | 1 | % | 0 | %(4) | ||||||||||||
Total Return
|
23.32 | % | (32.76 | )% | 4.72 | % | 13.69 | % | 4.70 | % | ||||||||||||
Net assets, end of year (000s omitted)
|
$ | 9,479,479 | $ | 10,602,743 | $ | 19,864,161 | $ | 20,387,292 | $ | 19,032,607 | ||||||||||||
(1) | Excludes the effect of custody fee credits, if any, of less than 0.005%. | |
(2) | The investment adviser waived a portion of its investment adviser fee equal to less than 0.01% of average daily net assets for the year ended December 31, 2005. | |
(3) | Excludes the value of the portfolio securities contributed or distributed as a result of in-kind shareholder transactions. The total turnover rate of the Portfolio including in-kind contributions and distributions was 3%, 3%, 6%, 7% and 6% for the years ended December 31, 2009, 2008, 2007, 2006 and 2005, respectively. | |
(4) | Amounts to less than 1%. |
See notes to financial
statements
77
77
Tax-Managed Growth Portfolio | as of December 31, 2009 |
Notes
to Financial Statements
1 Significant Accounting Policies
Tax-Managed Growth Portfolio (the Portfolio) is a Massachusetts
business trust registered under the Investment Company Act of
1940, as amended (the 1940 Act), as a diversified, open-end
management investment company. The Portfolios investment
objective is to achieve long-term, after-tax returns for
interestholders through investing in a diversified portfolio of
equity securities. The Declaration of Trust permits the Trustees
to issue interests in the Portfolio. At December 31, 2009,
Eaton Vance Tax-Managed Growth Fund 1.0, Eaton Vance
Tax-Managed Growth Fund 1.1, Eaton Vance Tax-Managed Growth
Fund 1.2 and Eaton Vance Tax-Managed Equity Asset
Allocation held an interest of 6.8%, 14.8%, 6.3%, and 1.4%
respectively, in the Portfolio. In addition, an unregistered
fund advised by the adviser to the Portfolio held 70.7% interest
in the Portfolio.
The following is a summary of significant accounting policies of
the Portfolio. The policies are in conformity with accounting
principles generally accepted in the United States of America. A
source of authoritative accounting principles applied in the
preparation of the Portfolios financial statements is the
Financial Accounting Standards Board (FASB) Accounting Standards
Codification (the Codification), which superseded existing
non-Securities and Exchange Commission accounting and reporting
standards for interim and annual reporting periods ending after
September 15, 2009. The adoption of the Codification for
the current reporting period did not impact the Portfolios
application of generally accepted accounting principles.
A Investment
Valuation
Equity securities (including
common shares of closed-end investment companies) listed on a
U.S. securities exchange generally are valued at the last sale
price on the day of valuation or, if no sales took place on such
date, at the mean between the closing bid and asked prices
therefore on the exchange where such securities are principally
traded. Equity securities listed on the NASDAQ Global or Global
Select Market generally are valued at the NASDAQ official
closing price. Unlisted or listed securities for which closing
sales prices or closing quotations are not available are valued
at the mean between the latest available bid and asked prices
or, in the case of preferred equity securities that are not
listed or traded in the over-the-counter market, by a third
party pricing service that will use various techniques that
consider factors including, but not limited to, prices or yields
of securities with similar characteristics, benchmark yields,
broker/dealer quotes, quotes of underlying common stock, issuer
spreads, as well as industry and economic events. The value of
preferred equity securities that are valued by a pricing service
on a bond basis will be adjusted by an income factor, to be
determined by the investment adviser, to reflect the next
anticipated regular dividend. The daily valuation of
exchange-traded foreign securities generally is determined as of
the close of trading on the principal exchange on which such
securities trade. Events occurring after the close of trading on
foreign exchanges may result in adjustments to the valuation of
foreign securities to more accurately reflect their fair value
as of the close of regular trading on the New York Stock
Exchange. When valuing foreign equity securities that meet
certain criteria, the Trustees have approved the use of a fair
value service that values such securities to reflect market
trading that occurs after the close of the applicable foreign
markets of comparable securities or other instruments that have
a strong correlation to the fair-valued securities. Foreign
securities and currencies are valued in U.S. dollars, based on
foreign currency exchange rate quotations supplied by a third
party pricing service. The pricing service uses a proprietary
model to determine the exchange rate. Inputs to the model
include reported trades and implied bid/ask spreads. Short-term
debt securities with a remaining maturity of sixty days or less
are generally valued at amortized cost, which approximates
market value. If short-term debt securities are acquired with a
remaining maturity of more than sixty days, they will be valued
by a pricing service. Investments for which valuations or market
quotations are not readily available or are deemed unreliable
are valued at fair value using methods determined in good faith
by or at the direction of the Trustees of the Portfolio in a
manner that most fairly reflects the securitys value, or
the amount that the Portfolio might reasonably expect to receive
for the security upon its current sale in the ordinary course.
Each such determination is based on a consideration of all
relevant factors, which are likely to vary from one pricing
context to another. These factors may
78
Tax-Managed Growth Portfolio | as of December 31, 2009 |
Notes
to Financial Statements (continued)
include, but are not limited to, the type of security, the
existence of any contractual restrictions on the securitys
disposition, the price and extent of public trading in similar
securities of the issuer or of comparable companies or entities,
quotations or relevant information obtained from broker-dealers
or other market participants, information obtained from the
issuer, analysts,
and/or the
appropriate stock exchange (for exchange-traded securities), an
analysis of the companys or entitys financial
condition, and an evaluation of the forces that influence the
issuer and the market(s) in which the security is purchased and
sold.
The Portfolio may invest in Cash Management Portfolio (Cash
Management), an affiliated investment company managed by Boston
Management and Research (BMR), a subsidiary of Eaton Vance
Management (EVM). Cash Management generally values its
investment securities utilizing the amortized cost valuation
technique permitted by
Rule 2a-7
of the 1940 Act, pursuant to which Cash Management must comply
with certain conditions. This technique involves initially
valuing a portfolio security at its cost and thereafter assuming
a constant amortization to maturity of any discount or premium.
If amortized cost is determined not to approximate fair value,
Cash Management may value its investment securities based on
available market quotations provided by a third party pricing
service.
B Investment
Transactions
Investment transactions for
financial statement purposes are accounted for on a trade date
basis. Realized gains and losses on investments sold are
determined on the basis of identified cost.
C Income
Dividend income is recorded on the
ex-dividend date for dividends received in cash
and/or
securities. However, if the ex-dividend date has passed, certain
dividends from foreign securities are recorded as the Portfolio
is informed of the ex-dividend date. Withholding taxes on
foreign dividends and capital gains have been provided for in
accordance with the Portfolios understanding of the
applicable countries tax rules and rates. Interest income
is recorded on the basis of interest accrued, adjusted for
amortization of premium or accretion of discount.
D Federal
Taxes The
Portfolio has elected to be treated as a partnership for federal
tax purposes. No provision is made by the Portfolio for federal
or state taxes on any taxable income of the Portfolio because
each investor in the Portfolio is ultimately responsible for the
payment of any taxes on its share of taxable income. Since at
least one of the Portfolios investors is a regulated
investment company that invests all or substantially all of its
assets in the Portfolio, the Portfolio normally must satisfy the
applicable source of income and diversification requirements
(under the Internal Revenue Code) in order for its investors to
satisfy them. The Portfolio will allocate, at least annually
among its investors, each investors distributive share of
the Portfolios net investment income, net realized capital
gains and any other items of income, gain, loss, deduction or
credit.
As of December 31, 2009, the Portfolio had no uncertain tax
positions that would require financial statement recognition,
de-recognition, or disclosure. Each of the Portfolios
federal tax returns filed in the
3-year
period ended December 31, 2009 remains subject to
examination by the Internal Revenue Service.
E Expense
Reduction State
Street Bank and Trust Company (SSBT) serves as custodian of
the Portfolio. Pursuant to the custodian agreement, SSBT
receives a fee reduced by credits, which are determined based on
the average daily cash balance the Portfolio maintains with
SSBT. All credit balances, if any, used to reduce the
Portfolios custodian fees are reported as a reduction of
expenses in the Statement of Operations.
F Foreign Currency
Translation
Investment valuations, other
assets, and liabilities initially expressed in foreign
currencies are translated each business day into U.S. dollars
based upon current exchange rates. Purchases and sales of
foreign investment securities and income and expenses
denominated in foreign currencies are translated into U.S.
dollars based upon currency exchange rates in effect on the
respective dates of such transactions. Recognized gains or
losses on investment transactions attributable to changes in
foreign currency exchange rates are recorded for financial
statement purposes as net realized gains and losses on
investments. That
79
Tax-Managed Growth Portfolio | as of December 31, 2009 |
Notes
to Financial Statements (continued)
portion of unrealized gains and losses on investments that
results from fluctuations in foreign currency exchange rates is
not separately disclosed.
G Use of
Estimates The
preparation of the financial statements in conformity with
accounting principles generally accepted in the United States of
America requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities at
the date of the financial statements and the reported amounts of
income and expense during the reporting period. Actual results
could differ from those estimates.
H Indemnifications
Under the Portfolios
organizational documents, its officers and Trustees may be
indemnified against certain liabilities and expenses arising out
of the performance of their duties to the Portfolio. Under
Massachusetts law, if certain conditions prevail,
interestholders in the Portfolio could be deemed to have
personal liability for the obligations of the Portfolio.
However, the Portfolios Declaration of Trust contains an
express disclaimer of liability on the part of Portfolio
interestholders and the By-laws provide that the Portfolio shall
assume the defense on behalf of any Portfolio interestholder.
Moreover, the By-laws also provide for indemnification out of
Portfolio property of any interestholder held personally liable
solely by reason of being or having been an interestholder for
all loss or expense arising from such liability. Additionally,
in the normal course of business, the Portfolio enters into
agreements with service providers that may contain
indemnification clauses. The Portfolios maximum exposure
under these arrangements is unknown as this would involve future
claims that may be made against the Portfolio that have not yet
occurred.
2 Investment Adviser Fee and Other Transactions with Affiliates
The investment adviser fee is earned by BMR as compensation for
investment advisory services rendered to the Portfolio. The fee
is computed at an annual rate of 0.625% of the Portfolios
average daily net assets up to $500 million. The advisory
free on net assets of $500 million or more is reduced
as follows:
Annual Fee Rate |
||||||
Average 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% |
The portion of the adviser fee payable by Cash Management on the
Portfolios investment of cash therein is credited against
the Portfolios adviser fee. For the year ended
December 31, 2009, the Portfolios adviser fee totaled
$41,891,236 of which $515,901 was allocated from Cash Management
and $41,375,335 was paid or accrued directly by the Portfolio.
For the year ended December 31, 2009, the Portfolios
adviser fee, including the portion allocated from Cash
Management, was 0.45% of the Portfolios average daily net
assets.
Except for Trustees of the Portfolio who are not members of
EVMs or BMRs organizations, officers and Trustees
receive remuneration for their services to the Portfolio out of
the investment adviser fee. Trustees of the Portfolio who are
not affiliated with the investment adviser may elect to defer
receipt of all or a percentage of their annual fees in
accordance with the terms of the Trustees Deferred Compensation
Plan. For the year ended December 31, 2009, no significant
amounts have been deferred. Certain officers and Trustees of the
Portfolio are officers of the above organizations.
3 Purchases and Sales of Investments
Purchases and sales of investments, other than short-term
obligations, aggregated $221,831,019 and $974,009,926,
respectively, for the year ended December 31, 2009. In
addition, investments having an aggregate market value of
$1,863,190,717 at dates of withdrawal were distributed in
payment for capital withdrawals and investors contributed
securities with a value of $12,022,740, during the year ended
December 31, 2009.
80
Tax-Managed Growth Portfolio | as of December 31, 2009 |
Notes
to Financial Statements (continued)
4 Federal Income Tax Basis of Investments
The cost and unrealized appreciation (depreciation) of
investments of the Portfolio at December 31, 2009, as
determined on a federal income tax basis, were as follows:
Aggregate cost
|
$ | 2,237,110,712 | ||||
Gross unrealized appreciation
|
$ | 12,625,059,615 | ||||
Gross unrealized depreciation
|
(5,418,156,486 | ) | ||||
The net unrealized appreciation on foreign currency at
December 31, 2009 on a federal income tax basis was
$177,543.
5 Line of Credit
The Portfolio participates with other portfolios and funds
managed by EVM and its affiliates in a $450 million
unsecured line of credit agreement with a group of banks.
Borrowings are made by the Portfolio solely to facilitate the
handling of unusual
and/or
unanticipated short-term cash requirements. Interest is charged
to the Portfolio based on its borrowings at an amount above
either the Eurodollar rate or Federal Funds rate. In addition, a
fee computed at an annual rate of 0.10% on the daily unused
portion of the line of credit is allocated among the
participating portfolios and funds at the end of each quarter.
Because the line of credit is not available exclusively to the
Portfolio, it may be unable to borrow some or all of its
requested amounts at any particular time. The Portfolio did not
have any significant borrowings or allocated fees during the
year ended December 31, 2009.
6 Securities Lending Agreement
The Portfolio has established a securities lending agreement
with SSBT as securities lending agent in which the Portfolio
lends portfolio securities to qualified borrowers in exchange
for collateral consisting of either cash or U.S. Government
securities in an amount at least equal to the market value of
the securities on loan. Cash collateral is invested in Cash
Collateral Fund. The Portfolio earns interest on the amount
invested in Cash Collateral Fund but it must pay the broker a
loan rebate fee computed as a varying percentage of the
collateral received. The loan rebate fee paid by the Portfolio
amounted to $0 for the year ended December 31, 2009. In the
event of counterparty default, the Portfolio is subject to
potential loss if it is delayed or prevented from exercising its
right to dispose of the collateral. The Portfolio bears risk in
the event that invested collateral is not sufficient to meet
obligations due on loans. At December 31, 2009, the
Portfolio had no securities on loan.
7 Fair Value Measurements
Under generally accepted accounting principles for fair value
measurements, a
three-tier
hierarchy to prioritize the assumptions, referred to as inputs,
is used in valuation techniques to measure fair value. The
three-tier
hierarchy of inputs is summarized in the three broad levels
listed below.
| 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 funds own assumptions in determining the fair value of investments) |
The inputs or methodology used for valuing securities are not
necessarily an indication of the risk associated with investing
in those securities.
81
Tax-Managed Growth Portfolio | as of December 31, 2009 |
Notes
to Financial Statements (continued)
At December 31, 2009, the inputs used in valuing the
Portfolios investments, which are carried at value, were
as follows:
Quoted Prices |
Significant |
|||||||||||||||
in Active |
Other |
Significant |
||||||||||||||
Markets for |
Observable |
Unobservable |
||||||||||||||
Identical Assets | Inputs | Inputs | ||||||||||||||
Asset Description | (Level 1) | (Level 2) | (Level 3) | Total | ||||||||||||
Common Stocks
|
||||||||||||||||
Consumer Discretionary
|
$ | 1,112,609,100 | $ | | $ | | $ | 1,112,609,100 | ||||||||
Consumer Staples
|
1,175,054,328 | 133,467,372 | | 1,308,521,700 | ||||||||||||
Energy
|
979,186,976 | | | 979,186,976 | ||||||||||||
Financials
|
1,070,179,695 | 51,395,183 | | 1,121,574,878 | ||||||||||||
Health Care
|
1,400,510,253 | | | 1,400,510,253 | ||||||||||||
Industrials
|
1,229,408,599 | | | 1,229,408,599 | ||||||||||||
Information Technology
|
1,920,663,608 | | | 1,920,663,608 | ||||||||||||
Materials
|
151,068,258 | | | 151,068,258 | ||||||||||||
Telecommunication Services
|
105,764,848 | | 0 | 105,764,848 | ||||||||||||
Utilities
|
4,786,159 | | | 4,786,159 | ||||||||||||
Total Common Stocks
|
$ | 9,149,231,824 | $ | 184,862,555 | * | $ | | $ | 9,334,094,379 | |||||||
Convertible Preferred Stocks
|
| | 0 | 0 | ||||||||||||
Preferred Stocks
|
116 | | | 116 | ||||||||||||
Short-Term Investments
|
109,919,346 | | | 109,919,346 | ||||||||||||
Total
|
$ | 9,259,151,286 | $ | 184,862,555 | $ | 0 | $ | 9,444,013,841 | ||||||||
*
|
Includes foreign equity securities whose values were adjusted to reflect market trading that occurred after the close of trading in their applicable foreign market. |
The level classification by major category of investments (other
than for categories presented above) is the same as the category
presentation in the Portfolio of Investments.
The following is a reconciliation of Level 3 assets for
which significant unobservable inputs were used to determine
fair value:
Investments in |
||||||
Common Stocks |
||||||
and Convertible |
||||||
Preferred Stocks* | ||||||
Balance as of December 31, 2008
|
$ | 0 | ||||
Realized gains (losses)
|
0 | |||||
Change in net unrealized appreciation (depreciation)
|
0 | |||||
Net purchases (sales)
|
| |||||
Net transfers to (from) Level 3
|
| |||||
Balance as of December 31, 2009
|
$ | 0 | ||||
*
|
All Level 3 investments held at December 31, 2008 and December 31, 2009 were valued at $0. |
8 Review for Subsequent Events
In connection with the preparation of the financial statements
of the Portfolio as of and for the year ended December 31,
2009, events and transactions subsequent to December 31,
2009 through February 16, 2010, the date the financial
statements were issued, have been evaluated by the
Portfolios management for possible adjustment
and/or
disclosure. Management has not identified any subsequent events
requiring financial statement disclosure as of the date these
financial statements were issued.
82
Tax-Managed Growth Portfolio | as of December 31, 2009 |
Report
of Independent Registered Public Accounting Firm
To the Trustees and
Investors of Tax-Managed Growth Portfolio:
We have audited the accompanying statement of assets and
liabilities of Tax-Managed Growth Portfolio (the
Portfolio), including the portfolio of investments,
as of December 31, 2009, and the related statement of
operations for the year then ended, the statements of changes in
net assets for each of the two years in the period then ended,
and the supplementary data for each of the five years in the
period then ended. These financial statements and supplementary
data are the responsibility of the Portfolios management.
Our responsibility is to express an opinion on these financial
statements and supplementary data based on our audits.
We conducted our audits in accordance with the standards of the
Public Company Accounting Oversight Board (United States).
Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial
statements and supplementary data are free of material
misstatement. The Portfolio is not required to have, nor were we
engaged to perform, an audit of its internal control over
financial reporting. Our audits included consideration of
internal control over financial reporting as a basis for
designing audit procedures that are appropriate in the
circumstances, but not for the purpose of expressing an opinion
on the effectiveness of the Portfolios internal control
over financial reporting. Accordingly, we express no such
opinion. An audit also includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial
statements, assessing the accounting principles used and
significant estimates made by management, as well as evaluating
the overall financial statement presentation. Our procedures
included confirmation of securities owned as of
December 31, 2009, by correspondence with the custodian and
brokers; where replies were not received from brokers, we
performed other auditing procedures. We believe that our audits
provide a reasonable basis for our opinion.
In our opinion, the financial statements and supplementary data
referred to above present fairly, in all material respects, the
financial position of Tax-Managed Growth Portfolio as of
December 31, 2009, the results of its operations for the
year then ended, the changes in its net assets for each of the
two years in the period then ended, and the supplementary data
for each of the five years in the period then ended, in
conformity with accounting principles generally accepted in the
United States of America.
DELOITTE &
TOUCHE LLP
Boston, Massachusetts
February 16, 2010
83
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
BELCREST CAPITAL FUND LLC (Registrant) |
||||
By: | /s/ Andrew C. Frenette | |||
Andrew C. Frenette | ||||
Duly Authorized Officer and Principal Accounting Officer |
||||
Date: March 1, 2010
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed
below by the following persons on behalf of the registrant and in the capacities and on the dates
indicated.
By: | /s/ Thomas E. Faust Jr. | |||
Thomas E. Faust Jr. | ||||
Chief Executive Officer | ||||
Date: March 1, 2010
By: | /s/ Andrew C. Frenette | |||
Andrew C. Frenette | ||||
Chief Financial Officer | ||||
Date: March 1, 2010
84
EXHIBIT INDEX
Exhibit No. | Description | |
3
|
Copy of Amended and Restated Operating Agreement of the Fund dated November 24, 1998 and First Amendment thereto dated September 1, 1999 filed as Exhibit 3 to the Funds Initial Registration Statement on Form 10 and incorporated herein by reference. (Note: the Operating Agreement also defines the rights of the holders of Shares of the Fund.) | |
3(a)
|
Copy of Amendment No. 2 to the Funds Amended and Restated Operating Agreement dated December 30, 2003 filed as Exhibit 3(a) to the Funds Report on Form 10-K for the period ended December 31, 2003 and incorporated herein by reference. | |
3(b)
|
Copy of Amendment No. 3 to the Funds Amended and Restated Operating Agreement dated December 21, 2009 filed as an Exhibit hereto. | |
4.1
|
Copy of Loan and Security Agreement between the Fund and DrKW Holdings, Inc. dated as of July 15, 2003 filed as Exhibit 4.1 to the Funds Report on Form 10-Q filed for the period ended September 30, 2003 and incorporated herein by reference. | |
4.1(a)
|
Copy of Amendment No. 1 dated March 16, 2004 to the Loan and Security Agreement between Belcrest Capital Fund LLC and DrKW Holdings, Inc. filed as Exhibit 4.1(a) to the Funds Report on Form 10-Q for the period ended March 31, 2004 and incorporated herein by reference. | |
4.1(b)
|
Copy of Amendment No. 2 dated December 15, 2005 to the Loan and Security Agreement between the Fund and DrKW Holdings, Inc. filed as Exhibit 4.1(b) to the Funds Report on Form 10-K for the period ended December 31, 2005 and incorporated herein by reference. | |
4.1(c)
|
Copy of Amendment No. 3 dated December 1, 2006 to the Loan and Security Agreement between the Fund and Dresdner Kleinwort Holdings I, Inc. (formerly, DrKW Holdings, Inc.) filed as Exhibit 4.1(c) to the Funds Report on Form 10-K for the period ended December 31, 2006 and incorporated herein by reference. | |
4.1(d)
|
Copy of Amendment No. 4 dated August 8, 2007 to the Loan and Security Agreement between the Fund and Dresdner Kleinwort Holdings I, Inc. filed as Exhibit 4.1(d) to the Funds Report on Form 10-Q for the period ended September 30, 2007 and incorporated herein by reference. | |
4.1(e)
|
Copy of Amendment No. 5 dated August 24, 2007 to the Loan and Security Agreement between the Fund and Dresdner Kleinwort Holdings I, Inc. filed as Exhibit 4.1(e) to the Funds Report on Form 10-Q for the period ended September 30, 2007 and incorporated herein by reference. | |
4.1(f)
|
Copy of Amendment No. 6 dated November 26, 2007 to the Loan and Security Agreement between the Fund and Dresdner Kleinwort Holdings I, Inc. filed as Exhibit 4.1(f) to the Funds Report on Form 10-K for the period ended December 31, 2007 and incorporated herein by reference. | |
4.1(g)
|
Copy of Amendment No. 7 dated June 13, 2008 to the Loan and Security Agreement between the Fund and Dresdner Kleinwort Holdings I, Inc. filed as Exhibit 4.1(g) to the Funds Report on Form 10-Q for the period ended June 30, 2008 and incorporated herein by reference. | |
4.1(h)
|
Copy of Amendment No. 8 dated October 28, 2008 to the Loan and Security Agreement between the Fund and Dresdner Kleinwort Holdings I, Inc. filed as Exhibit 4.1(g) to the Funds Report on Form 10-Q 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 July 15, 2003 filed as Exhibit 4.2 to the Funds Report on Form 10-Q for the period ended September 30, 2003 and incorporated herein by reference. | |
4.2(a)
|
Copy of Amendment No. 1 dated March 16, 2004 to the Loan and Security Agreement between Belcrest Capital Fund LLC, Merrill Lynch Mortgage Capital, Inc., the lenders referred to therein and Merrill Lynch Capital Services, Inc. filed as Exhibit 4.2(a) to the Funds Report on Form 10-Q for the period ended March 31, 2004 and incorporated herein by reference. |
85
Exhibit No. | Description | |
4.2(b)
|
Copy of Amendment No. 2 dated August 3, 2004 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. filed as Exhibit 4.2(b) to the Funds Report on Form 10-Q for the period ended September 30, 2004 and incorporated herein by reference. | |
4.2(c)
|
Copy of Amendment No. 3 dated October 28, 2004 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. filed as Exhibit 4.2(c) to the Funds Report on Form 10-Q for the period ended September 30, 2004 and incorporated herein by reference. | |
4.2(d)
|
Copy of Amendment No. 4 dated June 30, 2006 to the 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. filed as Exhibit 4.2(d) to the Funds Report on Form 10-Q for the period ended June 30, 2006 and incorporated herein by reference. | |
4.2(e)
|
Copy of Amendment No. 5 dated December 1, 2006 to the 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. filed as Exhibit 4.2(e) to the Funds Report on Form 10-K for the period ended December 31, 2006 and incorporated herein by reference. | |
4.2(f)
|
Copy of Amendment No. 6 dated May 9, 2007 to the 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. filed as Exhibit 4.2(f) to the Funds Report on Form 10-Q for the period ended June 30, 2007 and incorporated herein by reference. | |
4.2(g)
|
Copy of Amendment No. 7 dated February 6, 2009 to the 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. filed as Exhibit 4.2(g) to the Funds Report on Form 10-K for the period ended December 31, 2008 and incorporated herein by reference. | |
4.3
|
Copy of Master Credit Agreement dated as of December 21, 2009 among the Fund, the other borrowers thereunder, Bank of America, N.A. and each of the other lenders thereunder and Bank of America, N.A. as administrative agent filed herewith. | |
10(1)
|
Copy of Investment Advisory and Administration Agreement between the Fund and Boston Management and Research dated November 24, 1998 filed as Exhibit 10(1) to the Funds Initial Registration Statement on Form 10 and incorporated herein by reference. | |
10(2)
|
Copy of Management Agreement between Belcrest Realty Corporation and Boston Management and Research dated November 24, 1998 filed as Exhibit 10(2) to the Funds Initial Registration Statement on Form 10 and incorporated herein by reference. | |
10(2)(a)
|
Copy of Amendment No. 1 to Management Agreement between Belcrest Realty and Boston Management and Research dated as of December 28, 1999 filed as Exhibit 10(2)(a) to the Funds Report on Form 10-K on March 30, 2001 and incorporated herein by reference. | |
10(3)
|
Copy of Investor Servicing Agreement between the Fund and Eaton Vance Distributors, Inc. dated August 14, 1998 filed as Exhibit 10(3) to the Funds 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 August 14, 1998 filed as Exhibit 10(4) to the Funds 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 & Trust Company filed as Exhibit 10(4)(a) to the Funds 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. |
86
Exhibit No. | Description | |
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. | |
99.3
|
Form N-CSR of Eaton Vance Tax-Managed Growth Portfolio (File No. 811-7409) for its year ended December 31, 2009 filed electronically with the Securities and Exchange Commission under the Investment Company Act of 1940 on February 25, 2010 incorporated herein by reference pursuant to Rule 12b-32. |
87