BELCREST CAPITAL FUND LLC - FORM 10-K - March 7, 2012

Attached files

file filename
EX-31.1 - EX-31.1 SECTION 302 CERTIFICATION OF C.E.O. - BELCREST CAPITAL FUND LLCb90052a1exv31w1.htm
EX-32.2 - EX-32.2 SECTION 906 CERTIFICATION OF C.F.O. - BELCREST CAPITAL FUND LLCb90052a1exv32w2.htm
EX-32.1 - EX-32.1 SECTION 906 CERTIFICATION OF C.E.O. - BELCREST CAPITAL FUND LLCb90052a1exv32w1.htm
EX-31.2 - EX-31.2 SECTION 302 CERTIFICATION OF C.F.O. - BELCREST CAPITAL FUND LLCb90052a1exv31w2.htm
EX-4.3(C) - EX-4.3(C) MASTER CREDIT AGREEMENT - BELCREST CAPITAL FUND LLCb90052a1exv4w3xcy.htm
EX-21 - EX-21 LIST OF SUBSIDIARIES - BELCREST CAPITAL FUND LLCb90052a1exv21.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 Ending December 31, 2011
     
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)   (Registrant’s 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 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 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 (§ 232.405 of this chapter) 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 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 Registrant’s 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.
             
Large accelerated filer þ   Accelerated filer o   Non-accelerated filer o (do not check if a smaller company is reporting)   Smaller reporting company o
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, 2011 was $681,480,492. Calculation of holdings by non-affiliates is based upon the assumption, for these purposes only, that the Registrant’s manager, its executive officers and directors and persons holding 10% or more of the Registrant’s Shares are affiliates.
Incorporations by Reference: None.
The Exhibit Index is located on page 79.
 
 

 

 

Belcrest Capital Fund LLC
Index to Form 10-K
                 
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APPENDIX A     36  
       
 
        
FINANCIAL STATEMENTS     37  
       
 
        
SIGNATURES     78  
       
 
        
EXHIBIT INDEX     79  

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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 Fund’s 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, 2011, the Fund had net assets of approximately $633.0 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 Fund’s 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 Fund’s Real Estate Investments” below). The Fund invests up to 80% of its assets in a diversified portfolio of common stocks (see “The Fund’s 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 a pooled investment vehicle advised by an affiliate of Eaton Vance (the EV money market fund). 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 Fund’s Investment in Belvedere Capital Fund Company LLC and Tax-Managed Growth Portfolio” below.
There is no trading market for the Fund’s 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. 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 Fund’s 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 Fund’s 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 Fund’s 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, 2011, Eaton Vance and its affiliates

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managed over $184.5 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 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 Fund’s 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 SEC’s Internet site (http://www.sec.gov); or, upon payment of copying fees, by writing to the SEC’s 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 Fund’s consolidated financial statements, audited by the Fund’s independent registered public accounting firm in the case of the annual report.
The Fund’s 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 $8.1 billion as of December 31, 2011. As of December 31, 2011, the Fund’s investment in the Portfolio through Belvedere Company had a value of approximately $618.0 million (equal to approximately 86.7% of the Fund’s total assets on a consolidated GAAP 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, 2011, the investment assets of Belvedere Company consisted exclusively of an interest in the Portfolio with a value of approximately $5.8 billion. As of such date, the Fund owned approximately 10.7% of Belvedere Company’s outstanding shares. As of December 31, 2011, the other investors in Belvedere Company included ten 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 certain tax requirements (see “Structure of the Fund” above and “The Fund’s Real Estate Investments” below), it does not satisfy the conditions of the 1940 Act for investing directly in the Portfolio.

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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, 2011, investors in the Portfolio included five 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, 2011, Belvedere Company owned approximately 71.4% of the Portfolio’s 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, 2011 are included in Item 8 of this Annual Report on Form 10-K. The Portfolio’s audited financial statements include information about the assets and liabilities of the Portfolio, including Portfolio income and expenses. For a discussion of the Portfolio’s performance for the year ending December 31, 2011, see “Performance of the Portfolio” in Item 7(a). For a description of the investment advisory fee payable by the Portfolio, see “The Portfolio’s Investment Advisory Fee” in Item 13.
The Portfolio’s 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 up to 100% of its assets in cash and cash equivalents, including such investments held through the EV money market fund. The Portfolio’s holdings represent a number of different industries. Not more than 25% of the Portfolio’s 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 Portfolio’s 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 Portfolio’s 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.
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,

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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 Portfolio’s 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 Portfolio’s 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, 2011. See “Risks of Certain Investment Techniques” in Item 7A(b).
The Fund’s 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, 2011, the real estate investments of Belcrest Realty totaled approximately $93.4 million and represented 13.1% of the Fund’s 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, 2011, see “Performance of Real Estate Investments” in Item 7(a).
At December 31, 2011, Belcrest Realty held investments in: one real estate joint venture (Real Estate Joint Venture), 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 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, 2011, Bel Holdings’ sole investment was Partnership Preference Units issued by Vornado Realty L.P. At December 31, 2011, Belcrest Realty owned 15% of Bel Holdings’ outstanding units. Information included herein about Belcrest Realty’s Partnership Preference Units includes the Partnership Preference Units held directly through Belcrest Realty and indirectly through Bel Holdings. As of December 31, 2011, approximately 81.0% of the real estate investments of the Fund consisted of its investments in Lafayette, approximately 2.1% was the investment in Co-owned Property and approximately 16.9% 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.
Boston Management serves as manager of Belcrest Realty. In that capacity, Boston Management manages the investment and reinvestment of Belcrest Realty’s assets and administers its affairs. See “Belcrest Realty’s 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, 2011, Belcrest Realty owned a majority economic interest in the Real Estate Joint Venture, Lafayette.

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A board of managers controls the business of Lafayette. Each of Belcrest Realty and the unaffiliated minority investor of Lafayette (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 Lafayette has delegated the day-to-day administration of Lafayette and the day-to-day management of its real properties to the Operating Partner. Through its control of the day-to-day operations of Lafayette and its properties, as well as its required consent to all major decisions affecting Lafayette, the Operating Partner has significant participating rights and responsibilities with respect to Lafayette. The Operating Partner receives management-related fees from Lafayette and, in addition, is reimbursed for certain payroll and other direct expenses incurred.
At December 31, 2011, the assets of Lafayette consisted of 12 office properties located in one state (Virginia). At December 31, 2011, the average occupancy rate of the properties owned by Lafayette was approximately 94%. The properties held by Lafayette were acquired from or in conjunction with the Operating Partner. Distributable cash flows from operations of Lafayette are allocated per the 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 the Operating Partner. Distributable cash flows from dispositions of real properties or liquidation of Lafayette are allocated on a pro rated basis up until the return of Belcrest Realty and the Operating Partner’s contributed capital with any excess allocated in a manner similar to that of cash flows from operations.
Financing for Lafayette consists of fixed-rate mortgage notes secured by the real properties held by Lafayette 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). Lafayette’s mortgage notes mature between March 2017 and January 2020. Both Belcrest Realty and the Operating Partner invested equity in Lafayette. Belcrest Realty’s equity in Lafayette was acquired using the proceeds of Fund borrowings.
The Operating Partner of Lafayette also serves as an operating partner of another Real Estate Joint Venture in which a real estate investment affiliate of another investment fund advised by Boston Management holds a majority economic interest. The persons serving as managers of Lafayette 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 manager of Lafayette is a Shareholder of the Fund. No company in the Eaton Vance organization has a material financial interest in Lafayette.
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 Duke of its interest in Lafayette would not affect the REIT qualification of Lafayette. If Belcrest Realty were to dispose of its interest in Lafayette 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, 2011, 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 Realty’s 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, 2011, 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 office and industrial properties. The Partnership Preference Units owned by Belcrest Realty as of December 31, 2011 are listed in Item 7A(a) and in the consolidated portfolio of investments included in the Fund’s consolidated financial statements in Section 8 of this Annual Report on Form 10-K. Eaton Vance is not involved in the management

9

 

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, 2011, 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, 2011, Belcrest Realty paid distributions to preferred shareholders in the amount of $16,800.
Fund Borrowings. The Fund has entered into a credit arrangement with Bank of America (the Credit Facility) to purchase its interests in real estate investments, to pay selling commissions and organizational expenses, and to provide for the liquidity needs of the Fund.
As of December 31, 2011, the lender’s total commitment under the Credit Facility was $135.0 million. The principal amount outstanding under the Credit Facility was $78.0 million as of December 31, 2011. The unused commitment amount totaled $57.0 million as of December 31, 2011.
The Credit Facility may be terminated by the lender on or after March 25, 2013 provided 180 days’ notice is given. The Fund may terminate the Credit Facility upon 30 days’ notice. The Fund pays a rate of interest equal to the three-month London Interbank Offered Rate (LIBOR) plus 1.25% per annum on outstanding borrowings under the Credit Facility. A commitment fee is paid on the unused commitment amount equal to 0.25% per annum. The Fund will incur an additional fee if outstanding borrowings fall below certain levels.
Obligations under the Credit Facility are without recourse to Fund Shareholders. The Fund 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 of the Credit Facility, the Fund 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, the Fund would not be able to honor redemption requests or make cash distributions. The Credit Facility is secured by a pledge of the Fund’s assets, excluding the Fund’s real estate investments.
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 Agreement. The Fund has entered into an interest rate swap agreement with Merrill Lynch Capital Services, Inc. (MLCS) to fix the cost of a portion of its borrowings under the Credit Facility. Pursuant to the agreement, the Fund makes periodic payments to the counterparty at a predetermined fixed rate in exchange for floating rate payments that fluctuate with the one-month LIBOR. The interest rate swap agreement currently in effect extends until July 10, 2015, and provides for the Fund to make payments to MLCS at a fixed rate of 6.29%. The variable floating rate payment from MLCS was 0.60% on December 31, 2011. See Note 10 to

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the Fund’s consolidated financial statements included in this Annual Report on Form 10-K.
The Eaton Vance Organization. The Eaton Vance organization sponsors the Fund. Eaton Vance serves as the Fund’s manager. Boston Management serves as the Fund’s investment adviser and as manager of Belcrest Realty. EV Distributors served as the Fund’s placement agent. The Fund’s business affairs are conducted by Eaton Vance (as its manager) and its investment operations are conducted by Boston Management (as its investment adviser). The Fund’s 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, 2011, the assets of the Fund represented approximately 0.39% 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 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).
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 Portfolio’s, and hence the Fund’s, 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).
None.
The Fund does not own any physical properties, other than indirectly through Belcrest Realty’s investments as described in “The Fund’s Real Estate Investments” in Item 1 above.

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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.
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 Fund’s 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.
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 Vance’s 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 Shareholder’s 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 Fund’s transfer agent of the original redemption request in good order, and (if applicable) promptly following registration and processing of stock certificates by the transfer agent of the issuer of the distributed securities. The right to redeem is available to all Shareholders and all outstanding Fund Shares generally are eligible for redemption. During each month in the quarter ending December 31, 2011, the total number of Shares redeemed and the average price paid per Share were as follows:

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Month Ending   Total No. of Shares Redeemed(1)   Average Price Paid Per Share
October
   16,390.665   $96.40
November
   19,022.889   $100.61
December
   36,470.921   $102.29
Total
   71,884.475   $101.03
 
(1)   All Shares redeemed during the periods were redeemed at the option of Shareholders pursuant to the Fund’s redemption policy. The Fund has not announced any plans or programs to repurchase Shares other than at the option of Shareholders.
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 Shareholder’s 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 Shareholder’s 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 Fund’s Credit Facility prohibits the Fund from honoring redemption requests while there is any 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 Shareholder’s interest in the Fund, which is adjusted for profits, liabilities and distributions allocable to such account in accordance with Article 6 of the Fund’s LLC Agreement.

13

 

Determining Net Asset Value. Boston Management, as investment adviser, is responsible for determining the value of the Fund’s assets. The Fund’s custodian, State Street Bank and Trust Company, calculates the value of the assets of the Fund, Belvedere Company, the Portfolio and the EV money market fund each day that the NYSE is open for trading, as of the close of regular trading on the NYSE. The Fund’s net asset value per Share is calculated by dividing the value of the Fund’s total assets, less its liabilities, by the number of Shares outstanding.
The Fund’s net assets are valued in accordance with the Fund’s valuation procedures and reflect the value of its directly held assets, including its interests in the EV money market fund, if any, and liabilities, as well as the net asset value of the Fund’s 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 Portfolio’s assets under normal 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 fund generally values its investment securities utilizing the amortized cost valuation technique permitted by Rule 2a-7 under the 1940 Act. 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 fund may value its 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 Portfolio’s 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 Portfolio’s 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 Fund’s 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 Fund’s interest rate swap agreement is normally valued by a third party pricing service. Fixed liabilities of the Fund generally are stated at amounts payable.
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, 2011 and 2010, the closing NAV on the last business day of each quarter, and the percentage change in NAV during each such quarter.

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                Quarterly %
            NAV at   Change
Quarter Ending   High NAV   Low NAV   Quarter End   in NAV(1)
12/31/11
   $104.10   $89.74   $102.44   11.18%
9/30/11
   $108.33   $90.27   $92.14   -12.77%
6/30/11
   $106.98   $100.07   $105.63   2.23%
3/31/11
   $103.84   $97.74   $103.33   6.38%
12/31/10
   $97.29   $85.41   $97.13   13.30%
9/30/10
   $86.23   $74.18   $85.73   14.80%
6/30/10
   $87.61   $74.57   $74.68   -11.87%
3/31/10
   $84.99   $76.18   $84.74   5.49%
 
(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 “Management’s Discussion and Analysis of Financial Condition and Results of Operations (MD&A)” in Item 7(a).
As of February 3, 2012, there were 309 record holders of Shares of the Fund.
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. 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 Shareholder’s predecessor in interest. The Fund’s net investment income and net realized gains include the Fund’s 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 Fund’s 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 Fund’s 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 Fund’s distributions may be adjusted in the future to reflect changes in effective tax rates. In determining the fund’s capital gain distributions for any year, the net capital gains realized by the Fund for that year will be reduced by the cumulative amount of any Fund capital losses from prior years not previously applied against net realized capital gains for distribution purposes. 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 Fund’s 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 Shareholder’s tax basis in Fund Shares. The Fund’s Credit Facility prohibits the Fund from making any distribution to Shareholders while there is any event of default outstanding under the Credit Facility (see Item 7A(b)).
On January 24, 2012, the Fund paid a distribution of $0.45 per Share to Shareholders of record on January 20, 2012. On January 20, 2011, the Fund paid a distribution of $0.40 per Share to Shareholders of record on January 18, 2011. On January 27, 2010, the Fund paid a distribution of $0.25 per Share to Shareholders of record on January 26, 2010.
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

15

 

connection with a taxable tender offer or other taxable corporate event involving a security contributed by such Shareholder or such Shareholder’s 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 Shareholder’s predecessor in interest in connection with a taxable tender offer or other taxable corporate event involving a security contributed by such Shareholder or such Shareholder’s predecessor in interest. There were no Special Distributions paid or accrued during the years ending December 31, 2011 and 2010. Special Distributions of $1,044,908 were accrued during the year ending December 31, 2008, and subsequently paid during the year ending December 31, 2009.
Table of Selected Financial Data. The consolidated data referred to below reflects the Fund’s historical results for the years ending December 31, 2011, 2010, 2009, 2008 and 2007. The following information should be read in conjunction with all of the consolidated financial statements and related notes included in this Annual Report on Form 10- K. The other consolidated data referred to below is as of each year end.
                                       
    Year Ending                                
    December 31,   Year Ending     Year Ending     Year Ending     Year Ending  
    2011   December 31, 2010     December 31, 2009     December 31, 2008     December 31, 2007  
Total investment income
   $ 19,307,403   $ 31,313,705     $ 37,034,877     $ 52,905,639     $ 62,784,512  
Interest expense
   $ 2,165,128   $ 3,874,651     $ 1,624,286     $ 15,958,913     $ 39,563,027  
Net expenses (including interest expense)
   $ 5,641,676   $ 8,916,506     $ 7,158,753     $ 24,499,274     $ 50,756,115  
Net investment income
   $ 13,665,727   $ 22,397,199     $ 29,876,124     $ 28,406,365     $ 12,028,397  
Net realized gain (loss)
   $ 21,145,140   $ (137,648,888 )   $ (83,700,939 )   $ (57,972,820 )   $ 90,888,612  
Net change in unrealized appreciation (depreciation)
   $ 2,191,701   $ 234,813,836     $ 97,581,241     $ (666,744,381)     $ (25,034,956 )
Net increase (decrease) in net assets from operations
   $ 37,002,568   $ 119,562,147     $ 43,756,426     $ (696,310,836)     $ 77,882,053  
Total assets
   $ 712,663,498   $ 795,318,287     $ 852,749,058     $ 1,137,207,908     $ 2,365,720,320  
Loan payable-Credit Facility
   $ 78,000,000   $ 144,000,000     $ 194,500,000     $ 316,000,000     $ 542,000,000  
Net assets
   $ 633,024,154   $ 648,036,131     $ 652,677,231     $ 808,881,477     $ 1,820,458,058  
Shares outstanding
     6,179,628     6,671,766       8,125,199       10,826,294       13,707,598  
Net asset value and redemption price per Share
   $ 102.44   $ 97.13     $ 80.33     $ 74.71     $ 132.81  
Net increase (decrease) in net assets from operations per Share
   $ 5.71   $ 17.05     $ 6.85     $ (55.82)     $ 4.51  
Distribution paid per Share(1)(2)
   $ 0.40   $ 0.25     $ 1.23     $ 2.20     $ 2.02  
 
(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, 2011, 2010, 2009 and 2007.
 
(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).

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The information in this report contains forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Act. Forward-looking statements typically are identified by use of terms such as “may,” “will,” “should,” “might,” “expect,” “anticipate,” “estimate,” and similar words, although some forward-looking statements are expressed differently. The actual results of the Fund could differ materially from those contained in the forward-looking statements due to a number of factors. The Fund undertakes no obligation to update publicly any forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by applicable law. Factors that could affect the Fund’s performance include a decline in the U.S. stock markets or in general economic conditions, adverse developments affecting the real estate industry, or fluctuations in interest rates.
The following discussion should be read in conjunction with the Fund’s consolidated financial statements and related notes which are included in this Annual Report on Form 10-K.
Increases and decreases in the Fund’s net asset value per share are based on net investment income or loss and realized and unrealized gains and losses on investments. The Fund’s net investment income or loss is determined by subtracting the Fund’s total expenses from its investment income. The Fund’s 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 Fund’s short-term investments, including investments in the 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 Fund’s total expenses generally include the Fund’s investment advisory and administrative fees, servicing fee, interest expense on the Fund’s Credit Facility and other miscellaneous expenses. The Fund’s realized and unrealized gains and losses are the result of transactions in, or changes in value of, security investments held through the Fund’s indirect interest (through Belvedere Company) in the Portfolio, real estate investments held through Belcrest Realty, the Fund’s 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 Fund’s 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.
Performance of the Fund. The Fund’s investment objective is to achieve long-term, after-tax returns for Shareholders. Eaton Vance, as the Fund’s manager, measures the Fund’s success in achieving its objective based on the investment returns of the Fund, using the S&P 500 Index (the Index) as the Fund’s primary performance benchmark. The Index is an unmanaged index of large-cap stocks commonly used as a measure of U.S. stock market performance. Eaton Vance’s primary focus in pursuing total return is on the Fund’s common stock portfolio, which consists of its indirect interest in the Portfolio. The Fund invests in the Portfolio through its interest in Belvedere Company. The Fund’s performance will differ from that of the Portfolio primarily due to its investments outside the Portfolio. In measuring the performance of the Fund’s real estate investments, Eaton Vance considers whether, through current
 
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.

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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’s total return for the year ending December 31, 2011 was 5.89%. This return reflects an increase in the Fund’s net asset value per Share from $97.13 to $102.44 and a distribution of $0.40 per Share during the period. For comparison, the Index had a total return of 2.11% over the same period. The combined impact on performance of the Fund’s investment activities outside of the Portfolio was positive for the year ending December 31, 2011.
The Fund had a total return of 21.26% for the year ending December 31, 2010. This return reflected an increase in the Fund’s net asset value per Share from $80.33 to $97.13 and a distribution of $0.25 per Share during the period. For comparison, the Index had a total return of 15.06% over the same period.
Performance of the Portfolio. For the year ending December 31, 2011, the Portfolio had a total return of 0.80%. By comparison, the Index had a total return of 2.11% over the same period.
Amid widespread volatility in global markets, U.S. equity markets posted mixed results for the year ending December 31, 2011, with early- and late-year gains helping to offset mid-year losses. In the early months of the period, investor sentiment for U.S. equities was running high as U.S. and global economic conditions reaccelerated and corporate earnings results generally continued to beat consensus expectations. These and other factors enabled U.S. stocks to register broad-based gains through the first four months of the year. As the year progressed, however, U.S. stock returns first moderated and then faltered. From July 2011 to the market bottom on October 3, 2011, U.S. stocks registered broad-based declines as U.S. corporate profit growth slowed, the eurozone’s debt crisis worsened, and global economic activity decelerated. Investor confidence also was eroded by U.S. lawmakers’ partisan bickering over the federal debt ceiling and Standard & Poor’s resulting decision to downgrade the country’s long-term credit rating. At the same time, discouraging U.S. economic data raised the possibility of another recession. By the end of October 2011, the market had reversed course again, with the Index recording one of its best calendar months in several decades. Investors seemed to be encouraged by Europe’s plan to combat Greece’s debt problems, expand a eurozone bailout fund, and recapitalize the region’s banks. The U.S. economy also displayed signs of improvement in the fourth quarter, most notably a slight decline in the unemployment rate. The October market rally helped the Index gain roughly 10% during the fourth quarter and end the year in positive territory. For the year ending December 31, 2011, growth stocks outperformed value stocks across most market capitalizations, and large-cap stocks outpaced their small-cap counterparts.
The Portfolio underperformed the Index primarily as a result of security selection, which was partially offset by positive sector allocations during the period. The strongest gain for the Index came from the utilities sector, followed by the consumer staples and health care sectors, each of which delivered returns in excess of 10%. Financials and materials posted the lowest 12-month returns within the Index. The Portfolio’s security selection within the energy and consumer staples sectors detracted the most from performance relative to the Index. In addition, an underweight in the utilities sector hurt returns. The Portfolio’s underweight to high-dividend-paying tobacco, oil and gas, and utilities companies detracted from performance during the period. On the positive side, security selection within the consumer discretionary and materials sectors contributed to relative performance during the period. In addition, underweights in the financials and materials sectors helped lift relative returns.
Performance of Real Estate Investments. The Fund’s real estate investments are held through Belcrest Realty. As of December 31, 2011, real estate investments included: a Real Estate Joint Venture (Lafayette); a Co-owned Property (Bel Stamford I); and Partnership Preference Units. Lafayette owns office properties. Bel Stamford I owns an interest in an office property leased to a single tenant.
The Fund’s real estate investments produced positive returns during the year ending December 31, 2011, due principally to an increase in the fair value of Lafayette, the sale of Partnership Preference Units, and net investment income generated during the period. The pace of recovery of the commercial real estate sector was scaled back during the second half of the year as investors, lenders, and tenants pulled back on activity given concerns over the slowdown in the U.S. economic recovery and increased financial market volatility. Despite these concerns, transaction volumes and leasing activity outpaced prior year levels and well-located core property values continue to be supported by a low cost of financing environment. Going forward, the outlook for commercial real estate fundamentals and property values remains largely dependent on the economy, job growth and the availability of attractive debt financing. The fair value of the Fund’s continuing investments in Partnership Preference Units slightly increased during the period.
During the year ending December 31, 2011, Belcrest Realty generated approximately $67.3 million in net proceeds from the sales of Partnership Preference Units, which were used to pay down a portion of the Fund’s credit facility.

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During the year ending December 31, 2011, the Fund’s net investment income from real estate investments held through Belcrest Realty was approximately $10.5 million compared to approximately $23.0 million for the year ending December 31, 2010, a decrease of $12.5 million or 54%. The decrease was principally due to the sale of Belcrest Realty’s interest in a Real Estate Joint Venture, Allagash Property Trust (Allagash), in November 2010, as well as lower distributions from investments in Partnership Preference Units principally due to fewer average holdings of Partnership Preference Units during the period.
The fair value of the Fund’s real estate investments was approximately $93.4 million at December 31, 2011 compared to approximately $130.7 million at December 31, 2010, a net decrease of $37.3 million or 29%. This net decrease was principally due to the sale of Partnership Preference Units during the period, partially offset by an increase in the fair value of Belcrest Realty’s investment in Lafayette.
Performance of the Fund. The Fund had a total return of 21.26% for the year ending December 31, 2010. This return reflected an increase in the Fund’s net asset value per Share from $80.33 to $97.13 and a distribution of $0.25 per Share during the period. For comparison, the Index had a total return of 15.06% over the same period. The combined impact on performance of the Fund’s investment activities outside of the Portfolio was positive for the year ending December 31, 2010.
The Fund had a total return of 9.51% for the year ending December 31, 2009. This return reflected an increase in the Fund’s 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.
Performance of the Portfolio. For the year ending December 31, 2010 the Portfolio had a total return of 12.86%. The Portfolio underperformed the Index, which had a total return of 15.06% over the same period.
The year ending December 31, 2010 was bracketed by solid quarters at both ends, with some weakness in the middle. The weakness came as a variety of concerns — including a stubborn European credit crisis, a devastating oil spill in the Gulf of Mexico and growing political uncertainties in the U.S. — caused a spike in the volatility at mid-year, taking many markets down. The year ended on a decidedly higher note, however, as equity investors seemed encouraged by the continued modest growth of the U.S. economy and by ongoing signs of improvements in corporate business fundamentals.
For the year ending December 31, 2010, the Portfolio posted double-digit returns but underperformed the Index, due to industry allocation and security selection. The consumer discretionary and industrials sectors, followed by materials and energy, all of which saw returns in excess of 20%, recorded the strongest gains for the Index, while the health care and utilities sectors posted the lowest returns.
Relative to the Index, the Portfolio’s overweight and stock selection in the health sector detracted the most from performance. Selection in pharmaceuticals, in particular, was detrimental to performance. Although an underweight in the underperforming financials sector was positive, this was offset by the weak performance of the Portfolio’s holdings in commercial banks and a lack of exposure to REITs. In energy, one of the top-performing sectors for the Index, the Portfolio’s underweight and stock selection combined to have a negative impact on performance.
On the positive side, an overweight in industrials made a positive contribution, as did an underweight in the lagging utilities sector. Portfolio investments within the machinery and electrical equipment industries positively contributed to returns, along with holdings in textiles, apparel and luxury goods, software, insurance, diversified financial services, and computers and peripherals industries.
Performance of Real Estate Investments. As of December 31, 2010, real estate investments included: Lafayette, Bel Stamford I, and a portfolio of Partnership Preference Units. 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, 2010, Belcrest Realty sold its interest in a Real Estate Joint Venture, Allagash, to a third party for approximately $42.3 million. The sale resulted in a gain of $14.8 million as compared to the fair value at December 31, 2009, but a $137.6 million loss against the financial reporting cost basis of the investment as the decline in the fair value was recognized in prior periods. The net proceeds from the sale were used to pay down a portion of the Fund’s Credit Facility.

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The Fund’s real estate investments produced positive returns for the year ending December 31, 2010, due principally to the net investment income generated during the period and the increases in the fair value of Lafayette and sale of Allagash. The return of investor interest and increased capital allocations to commercial real estate have helped to ease the value declines that began in 2008 and produced positive value increases in certain segments. Commercial real estate fundamentals have also begun to stabilize and several asset classes have shown early signs of improvement in performance. Transaction activity increased in 2010, more than doubling 2009 levels. However, the volume is still well below historical pre-recession levels and continues to be focused generally on high quality properties concentrated in certain core markets. Significant uncertainty remains on commercial real estate investment values and a further recovery will be largely dependent on continued recovery of the economy, job growth, and the availability and attractiveness of debt financing.
The fair value of Partnership Preference Units increased from December 31, 2009 due to a tightening of credit spreads, as the general market and demand for preferred and other fixed income securities improved during the period.
During the year ending December 31, 2010, the Fund’s net investment income from real estate investments held through Belcrest Realty was approximately $23.0 million compared to approximately $24.7 million for the year ending December 31, 2009, a decrease of $1.7 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, due to the sale of Allagash during the year.
The fair value of the Fund’s real estate investments was approximately $130.7 million at December 31, 2010 compared to approximately $144.2 million at December 31, 2009, a net decrease of $13.5 million or 9%. This net decrease was principally due to the sale of Allagash during the year, partially offset by an increase in the fair value of Belcrest Realty’s investments in Lafayette and Partnership Preference Units.
Outstanding Borrowings. The Fund has entered into a Credit Facility with Bank of America. The Credit Facility may be terminated by the lender on or after March 25, 2013 provided 180 days’ notice is given. The Fund may terminate the Credit Facility upon 30 days’ notice. In the event the lender exercises its ability to terminate the Credit Facility, the Fund will seek alternative financing arrangements.
In March 2011, the Fund amended the Credit Facility to decrease its total commitment by $65.0 million to an aggregate amount available for borrowing of $135.0 million.
The Fund pays a rate of interest equal to three-month LIBOR plus 1.25% per annum, reduced from 1.50% and 1.75% in August and March 2011, respectively, on outstanding borrowings under the Credit Facility. A commitment fee is paid on the unused commitment amount equal to 0.25% per annum, reduced from 0.40% in March 2011. The Fund will incur an additional fee if outstanding borrowings fall below certain levels.
As of December 31, 2011, the Fund had outstanding borrowings under the Credit Facility of $78.0 million. The unused portion of the Credit Facility totaled $57.0 million as of December 31, 2011.
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 lender under the Credit Facility to receive payments of interest on and repayments of principal of borrowings are 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 any event of default under the Credit Facility. During such periods, the Fund would not be able to honor redemption requests or make cash distributions. The Credit Facility is secured by a pledge of the Fund’s assets, excluding the Fund’s 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.
Liquidity. The Fund’s investment in Belvedere Company is redeemable on a daily basis at its net asset value subject to certain restrictions of the Belvedere Company operating agreement. During the year ending December 31, 2011, Fund redemptions from Belvedere Company included redemptions of shares of Belvedere Company for cash in the amount of $1.0 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, 2011, the Portfolio had cash and short-term investments in the

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amount of $70.8 million. The Portfolio participates in a $600.0 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. 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 had no outstanding borrowings at December 31, 2011. 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, 2011, the Portfolio held no illiquid assets.
The liquidity of Belcrest Realty’s investment in Lafayette is extremely limited and relies principally upon a liquidation agreement with the Operating Partner that is described in “Real Estate Joint Venture Investments” under “The Fund’s Real Estate Investments” in Item 1. A transfer of Belcrest Realty’s interest in Lafayette to a party other than the Operating Partner is restricted by the terms of the operative agreements of Lafayette and lender consent requirements. Belcrest Realty’s 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.
The Fund does not have any relationships with unconsolidated entities that have been established solely for the purpose of facilitating off-balance sheet arrangements.
The following table sets forth the amounts of payments due under the specified contractual obligations outstanding as of December 31, 2011:
                                         
    Payments due:
                                    More than 5
Type of Obligation   Total   Less than 1 Year   1-3 Years   3-5 Years   Years
Long-Term Debt:
                                        
Borrowings under Credit Facility(1)
   $ 78,000,000     $ —     $ 78,000,000     $ —     $ —  
Service Agreements(2)
                                        
Other Long-Term Liabilities:
                                        
Interest Rate Swap Agreement(3)
   $ 857,649     $ 243,423     $ 486,846     $ 127,380     $ —  
 
Total
   $ 78,857,649     $ 243,423     $ 78,486,846     $ 127,380     $ —  
 
 
(1)   The Fund has entered into a Credit Facility, as described in “Liquidity and Capital Resources” above. The Credit Facility is secured by a pledge of the Fund’s assets, excluding the Fund’s real estate investments. The Credit Facility is primarily used to finance the Fund’s equity in its real estate investments and to satisfy the liquidity needs of the Fund. Amount does not reflect interest. The Fund pays a rate of interest equal to three-month LIBOR plus 1.25% per annum on outstanding borrowings under the Credit Facility. Because the Credit Facility may be terminated by the lender in 2013 and the spread and underlying index may be subject to change, it is not possible to specify the dollar amounts payable in the future. For the year ending December 31, 2011, the Fund incurred interest expense of approximately $1.7 million for borrowings under the Credit Facility.
 
(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, 2011, fees paid to Eaton Vance and its affiliates equaled approximately 1.06% of the Fund’s average net assets. Because these fees are based on the Fund’s assets (which will fluctuate over time) it is not possible to specify the dollar amounts payable in the future.
 
(3)   The Fund has entered into an interest rate swap agreement to fix the cost of a portion of its borrowings under the Credit Facility. Pursuant to the agreement, the Fund makes payments to the counterparty, MLCS, at a predetermined fixed rate 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 agreement reduce the fixed interest cost to the Fund. The swap agreement expires on July 10, 2015.
The Fund’s consolidated financial statements are prepared in accordance with GAAP. The preparation of these financial statements

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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 Fund’s financial condition, changes in financial condition or results of operations. The Fund’s 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 Fund’s real estate investments involve critical estimates. The Fund’s 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 Fund’s 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 Fund’s 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 Fund’s consolidated statements of operations.
The need to fair value the Fund’s real estate investments introduces uncertainty into the Fund’s 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 Fund’s real estate investments depend on estimates of future operating results and supply and demand assumptions that may not reflect actual current market conditions and full consideration of all factors relevant to valuations;
 
  •   property appraisals and other factors used to determine the fair value of the Fund’s real estate investments are not continuously updated and therefore may not be current as of specific dates; and
 
  •   if the Fund were forced to sell illiquid assets on a distressed basis, the proceeds may be substantially less than stated values.
As of December 31, 2011, the fair value of the Fund’s real estate investments represented 13.1% of the Fund’s total assets. Valuations of the Fund’s 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 Fund’s holdings of Partnership Preference Units and Subsidiary Real Estate Investments.
The fair value of property held by the Fund’s 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.
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 year’s 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.

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Property appraisals are inherently uncertain because they apply assumed discount rates, capitalization rates, growth rates and inflation rates to the Appraiser’s 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 Fund’s 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 Fund’s interest in Co-owned Property by applying the Fund’s ownership interest to the net asset value of the Co-owned Property.
Mortgage notes payable, if applicable, 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 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.
Interest Rate Risk. The Fund’s primary exposure to interest rate risk arises from its real estate investments that are financed by the Fund with floating rate borrowings under the Credit Facility and by fixed-rate mortgage 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 three-month LIBOR. The Fund has entered into an interest rate swap agreement to fix the cost of a portion of its borrowings under the Credit Facility. Pursuant to the agreement, 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 Fund’s interest rate swap agreement 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.

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The following table summarizes the contractual maturities and weighted-average interest rates associated with the Fund’s significant non-trading financial instruments. The Fund has no market risk sensitive instruments held for trading purposes. This information should be read in conjunction with Notes 10 and 11 to the Fund’s consolidated financial statements included in 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,*
                                                 
                                                Fair Value as of
    2012     2013     2014     2015   2016   Thereafter   Total     December 31, 2011
Rate sensitive liabilities:
                                                
Long-term debt:
                                                
Variable-rate Credit Facility
           $ 78,000,000                         $ 78,000,000     $78,000,000
Average interest rate
             1.83 %                         1.83 %    
Rate sensitive derivative financial instruments:
                                                
Pay fixed/receive variable interest rate swap agreement
                          $3,870,000           $ 3,870,000     $(714,319)
Average pay rate
                           6.29 %            6.29 %    
Average receive rate
                           0.60 %            0.60 %    
Rate sensitive investments:
                                                
Fixed-rate Partnership Preference Units:
                                                
Liberty Property Limited Partnership, 7.45% Series B Cumulative Redeemable Preferred Units, Callable 8/31/09, Current Yield: 8.40%
   $ 6,250,000                                 $ 6,250,000     $5,542,500
 
                                                
Vornado Realty L.P., 7% Series D-10 Cumulative Redeemable Preferred Units, Callable 11/17/08, Current Yield: 8.17%(1)
   $ 7,325,696                                 $ 7,325,696     $10,277,210
 
*   The amounts listed reflect the Fund’s positions as of December 31, 2011. The Fund’s current positions may differ.
 
(1)   Belcrest Realty’s interest in these Partnership Preference Units is held through Bel Holdings.
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 Portfolio’s, and hence the Fund’s, 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.

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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 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 Fund’s and the Portfolio’s 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 Portfolio’s 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 Portfolio’s 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 Fund’s and the Portfolio’s ability to enter into such transactions may also be limited by covenants under the Fund’s Credit Facility, the federal margin regulations and other laws and regulations. The Portfolio’s 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 Fund’s 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 (in the case of industrial distribution properties), the timing of lease expirations and terminations, fluctuations in rental rates and operating costs, exposure to adverse

25

 

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 Realty’s ownership of real estate investments will be an economic success.
Interests in the Real Estate Joint Venture, 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 the Real Estate Joint Venture 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 Realty’s investment in the Real Estate Joint Venture may be significantly concentrated in terms of geographic regions, property types and operators, increasing the Fund’s 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 Venture is not equivalent in quality to real estate companies whose preferred equity or senior debt securities are rated investment grade. Distributable cash flows from the 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 Lafayette 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 Partner 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 Lafayette normally cannot be refinanced prior to maturity without substantial penalties.
The ongoing value of Belcrest Realty’s investments in Lafayette is substantially uncertain. The real property held through Lafayette 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 Realty’s 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 tenant’s 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.
Wholly Owned Property is generally illiquid, and the ongoing value of Belcrest Realty’s 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

26

 

rights to renew or extend expiring leases, and exercise of such rights would extend Belcrest Realty’s 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 Realty’s 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 Realty’s 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.
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. The risks of interest rate swap agreements include changes in market conditions that will affect the value of the agreement or the cash

27

 

flows and the possible inability of the counterparty to fulfill its obligations under the agreement. The Fund’s 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 agreement’s remaining life, to the extent that amount is positive.
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 Fund’s obligations under the Credit Facility are secured by a pledge of its assets, excluding the Fund’s 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. 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.
In addition, the rights of lenders under the mortgage notes used to finance Subsidiary Real Estate Investments are senior to Belcrest Realty’s right to receive cash distributions from the Subsidiary Real Estate Investments.

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The consolidated financial statements required by Item 8 begin on page 37 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, 2011 and 2010.
                                 
    2011  
    First     Second     Third     Fourth  
    Quarter     Quarter     Quarter     Quarter  
Investment income
   $ 5,357,487     $ 4,958,865     $ 4,206,607     $ 4,784,444  
Net investment income
   $ 3,576,339     $ 3,637,400     $ 2,908,798     $ 3,543,190  
Net increase (decrease) in net assets from operations
   $ 43,805,338     $ 15,090,361     $ (86,100,758 )   $ 64,207,627  
 
                                
Per share data(1) :
                                
Investment income
   $ 0.81     $ 0.76     $ 0.66     $ 0.77  
Net investment income
   $ 0.54     $ 0.56     $ 0.46     $ 0.57  
Net increase (decrease) in net assets from operations
   $ 6.59     $ 2.32     $ (13.55 )   $ 10.32  
                                 
    2010  
    First     Second     Third     Fourth  
    Quarter     Quarter     Quarter     Quarter  
Investment income
   $ 7,949,443     $ 8,511,368     $ 8,290,427     $ 6,562,467  
Net investment income
   $ 6,076,732     $ 6,106,968     $ 5,749,297     $ 4,464,202  
Net increase (decrease) in net assets from operations
   $ 30,722,748     $ (68,113,307 )   $ 79,194,029     $ 77,758,677  
 
                                
Per share data(1) :
                                
Investment income
   $ 1.00     $ 1.14     $ 1.16     $ 0.96  
Net investment income
   $ 0.76     $ 0.82     $ 0.80     $ 0.65  
Net increase (decrease) in net assets from operations
   $ 3.87     $ (9.11 )   $ 11.07     $ 11.39  
 
(1)   Based on average Shares outstanding.
There have been no changes in, or disagreements with, accountants on accounting and financial disclosure.
Fund Governance. As the Fund’s manager, the complete and entire management, control and operation of the Fund are vested in Eaton Vance. The Fund’s Chief Executive Officer and Chief Financial Officer intend to report to the 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 Fund’s ability to record, process, summarize and report financial data, and any fraud, whether or not material, that involves management or other employees who have a significant role in the Fund’s internal control over financial reporting.
Disclosure Controls and Procedures. Eaton Vance, as the Fund’s manager, evaluated the effectiveness of the Fund’s disclosure controls and procedures (as defined by Rule 13a-15(e) of the Act) as of the end of the period covered by this report, with the participation of the Fund’s Chief Executive Officer and Chief Financial Officer. The Fund’s disclosure controls and procedures are the controls and other procedures that the Fund designed to ensure that 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 SEC’s rules and forms. Based on that evaluation, the Fund’s Chief Executive Officer and Chief Financial Officer concluded that, as of December 31, 2011, the Fund’s disclosure controls and procedures were effective.
Internal Control Over Financial Reporting. The Fund’s 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.

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MANAGEMENT’S 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 Fund’s 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. The Fund’s 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 Fund’s internal control over financial reporting as of December 31, 2011. 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, 2011.
The Fund’s independent registered public accounting firm has issued an attestation report on the Fund’s internal control over financial reporting. That report appears on the following page.
March 7, 2012.

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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, 2011, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. The Fund’s 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 Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Fund’s 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 company’s internal control over financial reporting is a process designed by, or under the supervision of, the company’s principal executive and principal financial officers, or persons performing similar functions, and effected by the company’s 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 company’s 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 company’s 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, 2011, based on the criteria established in Internal Control—Integrated 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, 2011 of the Fund and our report dated March 7, 2012 expressed an unqualified opinion on those financial statements and financial highlights.
DELOITTE & TOUCHE LLP
Boston, Massachusetts
March 7, 2012

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None.
Pursuant to the Fund’s LLC Agreement, the Fund’s manager, Eaton Vance, has the authority to conduct the Fund’s business. Eaton Vance appointed Thomas E. Faust Jr. to serve indefinitely as the Fund’s Chief Executive Officer on October 16, 2002. Eaton Vance appointed Andrew C. Frenette to serve indefinitely as the Fund’s Chief Financial Officer on January 22, 2007. Information about Messrs. Faust and Frenette appears below. 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 Fund’s financial statements and otherwise serves as the Fund’s 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 Fund’s 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 Messrs. Faust and Frenette. Mr. Frenette (37) is the President and portfolio manager of Belcrest Realty and the head of Boston Management’s real estate investment group, which has primary responsibility for providing research and analysis relating to the Fund’s real estate investments held through Belcrest Realty. Mr. Frenette is a Vice President of Eaton Vance and Boston Management and has been employed by the Eaton Vance organization 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. A majority of Mr. Frenette’s 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. Frenette serves on the board of managers of Lafayette. Other officers of Eaton Vance and Boston Management also serve as officers and/or directors of Lafayette. 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.
Thomas E. Faust Jr. (53) 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 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 (48) 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.

32

 

Robert J. Whelan (50) 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.
Section 16(a) of the Act requires the Fund’s officers and directors and persons who own more than ten percent of the Fund’s Shares to file forms reporting their affiliation with the Fund and reports of ownership and changes in ownership of the Fund’s 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 Fund’s knowledge, during the year ending December 31, 2011 no Section 16(a) filings were required by such persons or entities.
The Fund has adopted a Code of Ethics that applies to the principal executive officer and principal financial officer (who is also the Fund’s principal accounting officer). A copy of the Code of Ethics is available at no cost by request to the Fund’s 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.
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 Fund’s 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.
Security Ownership of Certain Beneficial Owners. As of February 3, 2012, the following person beneficially owned the percentage of Fund Shares indicated:
         
Name and Address of        
Beneficial Owner       Percent of Class
Jeff Broad & Cindy Quane Trust
   Los Angeles, CA   14.70%
SCA Investment Co. Ltd. as pledged to Merrill Lynch Bank USA as Pledgee
   Salt Lake City, UT   5.93%
Acuitya Mutual Insurance Company
   Sheboygan, WI   5.71%
To the knowledge of the Fund, no other person beneficially owned more than 5% of the Shares of the Fund as of December 31, 2011.
Security Ownership of Management. As of February 3, 2012, Eaton Vance, the manager of the Fund, beneficially owned 114 Shares of the Fund. The Shares owned by Eaton Vance represent less than 1% of the outstanding Shares of the Fund as of February 3, 2012. 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.
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

33

 

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, 2011.
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, 2011 and 2010 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,
    31, 2011   2010
Fund Advisory and Administrative Fees*
   $ 941,076   $ 947,890
Belcrest Realty Management Fees
   $ 1,694,674   $ 3,253,258
Fund’s Allocable Portion of the Portfolio’s Advisory Fees**
   $ 2,939,950   $ 2,988,131
Fund Servicing Fees
   $ 330,646   $ 245,133
Fund’s Allocable Portion of Belvedere Company’s Servicing Fees
   $ 964,892   $ 983,166
Aggregate Compensation Paid by the Fund to Eaton Vance and its Affiliates
   $ 2,635,750   $ 4,201,148
 
*   The advisory fee payable to Boston Management in respect of the Fund’s indirect investment in the Portfolio is credited towards the Fund’s advisory and administrative fee payment, reducing the amount of such fee that would otherwise be payable by the Fund.
 
**   For the years ending December 31, 2011 and 2010, advisory fees paid or payable by the Portfolio totaled $39,558,185 and $40,626,632, respectively. For the year ending December 31, 2011, Belvedere Company’s allocable portion of that fee was $28,163,565 of which $2,939,950 was allocable to the Fund. For the year ending December 31, 2010, Belvedere Company’s allocable portion of that fee was $28,742,601, of which $2,988,131 was allocable to the Fund.
The Fund’s Investment Advisory and Administrative Fee. Under the terms of the Fund’s investment advisory and administrative agreement, Boston Management is entitled to receive 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. The term gross investment assets as used in the agreement means the value of all assets of the Fund other than the Fund’s investment in Belcrest Realty minus the sum of the Fund’s liabilities other than the principal amount of money borrowed. The advisory fee payable to Boston Management in respect of the Fund’s indirect investment in the Portfolio is credited towards the Fund’s advisory and administrative fee payment, reducing the amount of such fee that would otherwise be payable by the Fund.
Belcrest Realty’s Management Fee. Under the terms of Belcrest Realty’s 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 Realty’s 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 Portfolio’s Investment Advisory Fee. Under the terms of the Portfolio’s investment advisory agreement with Boston Management, Boston Management receives a monthly advisory fee as follows:
     
Average Daily Net Assets for the   Annual Fee Rate
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%

34

 

In accordance with the terms of the 1940 Act, the Portfolio’s Board of Trustees considers the continuation of the Portfolio’s 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 Fund’s 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 Fund’s allocated share of the servicing fee paid by Belvedere Company is credited toward the Fund’s 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 Company’s 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 Company’s servicing fee. The servicing fee payable in respect of the Fund’s investment in Belvedere Company is credited toward the Fund’s servicing fee described above.
Certain Real Estate Investment Transactions. During the year ending December 31, 2011, Belcrest Realty did not enter into any real estate investment transactions with affiliates.
The following table presents fees for the professional audit services rendered by Deloitte & Touche LLP for the audit of the Fund’s annual financial statements for the years ending December 31, 2011 and 2010 and fees billed for other services rendered by Deloitte & Touche LLP during those periods, including fees charged by Deloitte & Touche LLP to the Fund’s consolidated subsidiaries.
                 
    Year ending December 31,  
    2011     2010  
Audit fees
   $ 73,758     $ 88,443  
Tax fees (1)
   $ 225,417     $ 183,500  
 
            
Total
   $ 299,175     $ 271,943  
 
            
 
(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, 2011 and 2010. 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.
     
(a)
  Please see the Fund’s consolidated financial statements which begin on page 37 of this Annual Report on Form 10-K. Please see the Portfolio’s financial statements which begin on page 62 of this Annual Report on Form 10-K.
 
    
  For fiscal year 2011, the Lafayette Real Estate Joint Venture was deemed significant to the Fund under Rule 3-09 of Regulation S-X, and as such the financial statements of Lafayette are required to be filed as financial statement schedules herein within 90 days of its fiscal year end. Accordingly, the financial statements of Lafayette will be filed via an amendment to this Annual Report on Form 10-K on or before March 30, 2012, provided that the Fund’s duty to file reports under Section 13(a) of the Act has not been suspended pursuant to Rule 12g-4(a)(1).
 
    
(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 79 hereof.

35

 

Belcrest Capital Fund LLC’s (The Fund) Investment Structure as of
December 31, 2011
(CHART)
     
(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 Fund’s investment adviser.
 
    
(B)
  Belvedere Capital Fund Company LLC (Belvedere Company) is a Massachusetts limited liability company. Boston Management is the manager of Belvedere Company.
 
    
(C)
  Tax-Managed Growth Portfolio (the Portfolio) is a Massachusetts trust. Boston Management is the investment adviser of the Portfolio.
 
    
(D)
  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)
  Lafayette Real Estate LLC is a Delaware limited liability company. Belcrest Realty owns a majority economic interest in this real estate joint venture.
 
    
(F)
  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.
 
    
(G)
  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.

36

 

Belcrest Capital Fund LLC December 31, 2011
Consolidated Portfolios of Investments
 
                                     
Investment in Belvedere Capital Fund Company LLC — 97.6% and 101.8%
 
    December 31, 2011     December 31, 2010      
   
   
Security   Shares     Value     Shares     Value      
 
 
Investment in Belvedere Capital Fund Company LLC (Belvedere Company)(1)     3,392,394     $ 618,043,582       3,634,344     $ 659,946,022      
 
 
                     
Total Investment in Belvedere Company
                   
(identified cost, $280,162,061 and $294,300,162)
  $ 618,043,582             $ 659,946,022      
 
 
                                     
                                     
Partnership Preference Units — 2.5% and 11.2%
 
Security   Units     Value     Units     Value      
 
 
Bel Holdings LLC†(2)(3)(4)     62,772     $ 10,277,210       68,002     $ 9,799,658      
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       13,272,660      
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       5,542,500       250,000       5,352,500      
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       30,240,000      
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       13,916,000      
 
 
                     
Total Partnership Preference Units
                   
(identified cost, $13,575,696 and $84,395,363)
  $ 15,819,710             $ 72,580,818      
 
 
                                     
                                     
Real Estate Joint Venture — 12.0% and 8.5%
 
Description         Value           Value      
 
 
Investment in Lafayette Real Estate LLC (a majority economic interest of 66.3% and 65.7% in Lafayette Real Estate LLC which invests in 12 office properties located in one state)(2)(4)           $ 75,598,042             $ 55,149,311      
 
 
                     
Total Real Estate Joint Venture
                   
(identified cost, $85,883,059 and $82,935,329)
  $ 75,598,042             $ 55,149,311      
 
 
                                     
                                     
Co-owned Property — 0.3% and 0.5%
 
Description         Value           Value      
 
 
Bel Stamford I LLC (a single member LLC with a 10.0% tenancy-in-common interest in an office property)(2)(4)           $ 1,956,437             $ 2,926,700      
 
 
                     
Total Co-owned Property
                   
(identified cost, $9,257,569 and $8,627,832)
  $ 1,956,437             $ 2,926,700      
 
 
                                     
                                     
 
See notes to consolidated financial statements
37

 

Belcrest Capital Fund LLC December 31, 2011
Consolidated Portfolios of Investments (continued)
 
                                     
Short-Term Investment — 0.2% and 0.5%
 
    December 31, 2011     December 31, 2010      
   
   
    Interest
 		          Interest
 		           
    (000’s
 		          (000’s
 		           
Description   omitted)     Value     omitted)     Value      
 
 
Eaton Vance Cash Reserves Fund, LLC, 0.06% and 0.22%(1)(4)(5)     1,127     $ 1,126,681       3,231     $ 3,230,918      
 
 
                     
Total Short-Term Investment
                   
(identified cost, $1,126,681 and $3,230,918)
  $ 1,126,681             $ 3,230,918      
 
 
                     
Total Investments — 112.6% and 122.5%
                   
(identified cost, $390,005,066 and $473,489,604)
  $ 712,544,452             $ 793,833,769      
 
 
                             
Other Assets, Less Liabilities — (12.6)% and (22.5)%
  $ (79,520,298 )           $ (145,797,638 )    
 
 
                             
Net Assets — 100.0% and 100.0%
  $ 633,024,154             $ 648,036,131      
 
 
 
† Security exempt from registration under the Securities Act of 1933. At December 31, 2011 and 2010, the value of these securities totaled $15,819,710 and $72,580,818 or 2.5% and 11.2% of net assets, respectively.
 
(1) Investment has 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 registration under the Securities Act of 1933.
 
(4) Investment is presented as other affiliated investments in the Consolidated Statements of Assets and Liabilities.
 
(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, 2011 and 2010, respectively.
 
See notes to consolidated financial statements
38

 

Belcrest Capital Fund LLC December 31, 2011
Consolidated Financial Statements
 
Consolidated Statements of Assets and Liabilities
 
                     
    December 31,      
   
Assets   2011     2010      
 
Investment in Belvedere Company, at value (identified cost, $280,162,061 and $294,300,162, respectively)
  $ 618,043,582     $ 659,946,022      
Other affiliated investments, at value (identified cost, $103,593,005 and $102,730,352, respectively)
    88,958,370       71,106,587      
Unaffiliated investments, at value (identified cost, $6,250,000 and $76,459,090, respectively)
    5,542,500       62,781,160      
Cash
    118,979       1,222,976      
Interest receivable from affiliated investment
    67       663      
Other assets
    —       260,879      
 
 
Total assets
  $ 712,663,498     $ 795,318,287      
 
 
                     
                     
 
Liabilities
 
Loan payable — Credit Facility
  $ 78,000,000     $ 144,000,000      
Payable for Fund shares redeemed
    —       1,546,143      
Interest payable for open interest rate swap agreements
    2,449       1,848      
Open interest rate swap agreements, at value
    714,321       710,801      
Payable to affiliate for investment advisory and administrative fees
    211,943       238,957      
Payable to affiliate for servicing fee
    83,367       70,992      
Other accrued expenses:
                   
Interest expense
    52,223       137,324      
Other expenses and liabilities
    575,041       576,091      
 
 
Total liabilities
  $ 79,639,344     $ 147,282,156      
 
 
                     
Net Assets
  $ 633,024,154     $ 648,036,131      
 
 
                     
                     
 
 
Shareholders’ Capital
  $ 633,024,154     $ 648,036,131      
 
 
                     
                     
 
 
Shares Outstanding (unlimited number of shares authorized)
    6,179,628       6,671,766      
 
 
                     
                     
 
 
Net Asset Value and Redemption Price per Share
  $ 102.44     $ 97.13      
 
 
 
See notes to consolidated financial statements
39

 

Belcrest Capital Fund LLC December 31, 2011
Consolidated Financial Statements (continued)
 
Consolidated Statements of Operations
 
                             
    Year Ended December 31,      
   
Investment Income   2011     2010     2009      
 
Dividends allocated from Belvedere Company
(net of foreign taxes, $203,506, $150,341 and $222,476, respectively)
  $ 12,887,592     $ 12,472,682     $ 16,798,122      
Interest allocated from Belvedere Company
    7,155       10,225       53,352      
Expenses allocated from Belvedere Company
    (4,048,792 )     (4,127,587 )     (4,525,297 )    
 
 
Net investment income allocated from Belvedere Company
  $ 8,845,955     $ 8,355,320     $ 12,326,177      
Net investment income allocated from Real Estate Joint Ventures
    8,111,750       16,300,186       17,706,930      
Distributions from Partnership Preference Units
    1,713,648       6,061,563       6,447,403      
Net investment income allocated from Co-owned Property
    628,336       589,670       552,265      
Interest
    —       240       256      
Interest allocated from affiliated investments
    8,465       7,475       13,581      
Expenses allocated from affiliated investments
    (751 )     (749 )     (11,735 )    
 
 
Total investment income
  $ 19,307,403     $ 31,313,705     $ 37,034,877      
 
 
                             
                             
 
Expenses
 
Investment advisory and administrative fees
  $ 2,635,750     $ 4,201,148     $ 4,634,392      
Servicing fee
    330,646       245,133       237,556      
Interest expense on Credit Facility
    2,165,128       3,874,651       1,624,286      
Audit and tax services
    304,912       290,798       362,815      
Custodian and transfer agent fee
    55,810       48,644       60,946      
Miscellaneous
    149,830       256,187       238,758      
 
 
Total expenses
  $ 5,642,076     $ 8,916,561     $ 7,158,753      
 
 
Deduct —
                           
Reduction of custodian and transfer agent fee
  $ 400     $ 55     $ —      
 
 
Net expenses
  $ 5,641,676     $ 8,916,506     $ 7,158,753      
 
 
                             
Net investment income
  $ 13,665,727     $ 22,397,199     $ 29,876,124      
 
 
 
See notes to consolidated financial statements
40

 

Belcrest Capital Fund LLC December 31, 2011
Consolidated Financial Statements (continued)
 
Consolidated Statements of Operations (continued)
 
                             
    Year Ended December 31,      
   
Realized and Unrealized Gain (Loss)   2011     2010     2009      
 
Net realized gain (loss) —
                           
Investment and foreign currency transactions allocated from Belvedere Company (identified cost basis)(1)
  $ 22,750,145     $ 2,770,704     $ (59,270,474 )    
Investment transactions in Partnership Preference Units (identified cost basis)
    (2,706,609 )     119,339       (12,744,455 )    
Investment transactions in Real Estate Joint Ventures
    1,327,381       (137,644,457 )     (2,033,278 )    
Investment transactions allocated from affiliated investments
    200       383       1,947      
Interest rate swap agreements(2)
    (225,977 )     (2,894,857 )     (9,654,679 )    
 
 
Net realized gain (loss)
  $ 21,145,140     $ (137,648,888 )   $ (83,700,939 )    
 
 
Change in unrealized appreciation (depreciation) —
                           
Investments and foreign currency allocated from Belvedere Company (identified cost basis)
  $ (27,764,339 )   $ 66,398,339     $ 176,008,259      
Investment in Partnership Preference Units (identified cost basis)
    14,058,559       4,004,778       30,733,258      
Investment in Real Estate Joint Ventures
    17,501,001       161,879,938       (112,627,913 )    
Investment in Co-owned Property
    (1,600,000 )     —       (2,799,999 )    
Interest rate swap agreements
    (3,520 )     2,530,781       6,267,636      
 
 
Net change in unrealized appreciation (depreciation)
  $ 2,191,701     $ 234,813,836     $ 97,581,241      
 
 
                             
Net realized and unrealized gain
  $ 23,336,841     $ 97,164,948     $ 13,880,302      
 
 
                             
Net increase in net assets from operations
  $ 37,002,568     $ 119,562,147     $ 43,756,426      
 
 
(1) Amounts include net realized gain (loss) from redemptions in-kind of $18,193,166, $6,775,108 and $(19,875,475), respectively.
 
(2) Amounts include net interest incurred in connection with periodic settlement of interest rate swap agreements of $225,977, $2,894,857 and $7,958,380, respectively (Note 2F).
 
See notes to consolidated financial statements
41

 

Belcrest Capital Fund LLC December 31, 2011
Consolidated Financial Statements (continued)
 
Consolidated Statements of Changes in Net Assets
 
                             
    Year Ended December 31,      
   
Increase (Decrease) in Net Assets   2011     2010     2009      
 
From operations —
                           
Net investment income
  $ 13,665,727     $ 22,397,199     $ 29,876,124      
Net realized gain (loss) from investment transactions, foreign currency transactions and interest rate swap agreements
    21,145,140       (137,648,888 )     (83,700,939 )    
Net change in unrealized appreciation (depreciation) of investments, foreign currency and interest rate swap agreements
    2,191,701       234,813,836       97,581,241      
 
 
Net increase in net assets from operations
  $ 37,002,568     $ 119,562,147     $ 43,756,426      
 
 
Transactions in Fund shares —
                           
Net asset value of Fund shares issued to Shareholders in payment of distributions declared
  $ 843,077     $ 600,452     $ 4,083,889      
Net asset value of Fund shares redeemed
    (50,191,808 )     (122,796,610 )     (190,776,429 )    
 
 
Net decrease in net assets from Fund share transactions
  $ (49,348,731 )   $ (122,196,158 )   $ (186,692,540 )    
 
 
Distributions —
                           
Distributions to Shareholders
  $ (2,665,814 )   $ (2,007,089 )   $ (13,268,132 )    
 
 
Total distributions
  $ (2,665,814 )   $ (2,007,089 )   $ (13,268,132 )    
 
 
                             
Net decrease in net assets
  $ (15,011,977 )   $ (4,641,100 )   $ (156,204,246 )    
 
 
                             
                             
 
Net Assets
 
At beginning of year
  $ 648,036,131     $ 652,677,231     $ 808,881,477      
 
 
At end of year
  $ 633,024,154     $ 648,036,131     $ 652,677,231      
 
 
 
See notes to consolidated financial statements
42

 

Belcrest Capital Fund LLC December 31, 2011
Consolidated Financial Statements (continued)
 
Consolidated Statements of Cash Flows
 
                             
    Year Ended December 31,      
   
Increase (Decrease) in Cash   2011     2010     2009      
 
Cash Flows From Operating Activities —
                           
Net increase in net assets from operations
  $ 37,002,568     $ 119,562,147     $ 43,756,426      
Adjustments to reconcile net increase in net assets from operations to net cash flows provided by operating activities —
                           
Net investment income allocated from Belvedere Company
    (8,845,955 )     (8,355,320 )     (12,326,177 )    
Net investment income allocated from Real Estate Joint Ventures
    (8,111,750 )     (16,300,186 )     (17,706,930 )    
Payments from Real Estate Joint Ventures
    6,491,401       15,679,809       13,716,564      
Net investment income allocated from Co-owned Property
    (628,336 )     (589,670 )     (552,265 )    
Payments to Co-owned Property
    (1,401 )     (1,167 )     (2,063 )    
Amortization of deferred loan costs — Credit Facility
    256,879       310,466       —      
(Increase) decrease in affiliated investment and interest receivable from affiliated investment
    2,105,033       (1,893,186 )     (636,352 )    
(Increase) decrease in other assets
    4,000       (4,000 )     (567,345 )    
Increase (decrease) in interest payable for open interest rate swap agreements
    601       (60,004 )     (21,917 )    
Decrease in payable to affiliate for investment advisory and administrative fees
    (27,014 )     (128,204 )     (81,218 )    
Increase (decrease) in payable to affiliate for servicing fee
    12,375       14,783       (17,506 )    
Increase (decrease) in accrued interest and other accrued expenses and liabilities
    (69,351 )     28,444       634,697      
Increases in Partnership Preference Units
    (7,003 )     (6,151 )     (7,997 )    
Proceeds from sales of Partnership Preference Units
    68,120,061       824,087       23,224,548      
Proceeds from sale of investment in Real Estate Joint Venture
    —       42,281,891       —      
Net (increases) decreases in investment in Belvedere Company
    (6,000,000 )     1,500,000       106,100,000      
Payment for termination of interest rate swap agreement
    —       —       (1,696,299 )    
Net interest incurred on interest rate swap agreements
    (225,977 )     (2,894,857 )     (7,958,380 )    
Net realized (gain) loss from investment transactions, foreign currency transactions and interest rate swap agreements
    (21,145,140 )     137,648,888       83,700,939      
Net change in unrealized (appreciation) depreciation of investments, foreign currency and interest rate swap agreements
    (2,191,701 )     (234,813,836 )     (97,581,241 )    
 
 
Net cash flows provided by operating activities
  $ 66,739,290     $ 52,803,934     $ 131,977,484      
 
 
Cash Flows From Financing Activities —
                           
Proceeds from Credit Facility
  $ —     $ 193,000,000     $ —      
Repayments of Credit Facility
    (66,000,000 )     (243,500,000 )     (121,500,000 )    
Payment for deferred loan costs — Credit Facility
    —       (575,000 )     —      
Payments for Fund shares redeemed
    (3,750 )     (295,453 )     (758,965 )    
Distributions paid to Shareholders
    (1,822,737 )     (1,406,637 )     (9,205,776 )    
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
  $ (67,843,287 )   $ (52,793,890 )   $ (132,526,449 )    
 
 
                             
Net increase (decrease) in cash
  $ (1,103,997 )   $ 10,044     $ (548,965 )    
 
 
                             
Cash at beginning of year
  $ 1,222,976     $ 1,212,932     $ 1,761,897      
 
 
                             
Cash at end of year
  $ 118,979     $ 1,222,976     $ 1,212,932      
 
 
                             
                             
 
Supplemental Disclosure and Non-cash Operating and Financing Activities
 
Interest paid on loan — Credit Facility
  $ 1,993,350     $ 3,497,625     $ 1,594,785      
Interest paid on interest rate swap agreements, net
  $ 225,376     $ 2,954,861     $ 7,980,297      
Reinvestment of distributions paid to Shareholders
  $ 843,077     $ 600,452     $ 4,083,889      
Market value of securities distributed in payment of redemptions
  $ 51,734,201     $ 121,523,266     $ 189,935,247      
 
 
 
See notes to consolidated financial statements
43

 

Belcrest Capital Fund LLC December 31, 2011
Consolidated Financial Statements (continued)
 
Financial Highlights
 
                             
    Year Ended December 31,      
   
    2011     2010     2009      
 
Net asset value — Beginning of year
  $ 97.130     $ 80.330     $ 74.710      
 
 
 
Income (loss) from operations
 
Net investment income(1)
  $ 2.126     $ 3.048     $ 3.134      
Net realized and unrealized gain
    3.584       14.002       3.716      
 
 
Total income from operations
  $ 5.710     $ 17.050     $ 6.850      
 
 
 
Distributions
 
Distributions to Shareholders
  $ (0.400 )   $ (0.250 )   $ (1.230 )    
 
 
Total distributions
  $ (0.400 )   $ (0.250 )   $ (1.230 )    
 
 
Net asset value — End of year
  $ 102.440     $ 97.130     $ 80.330      
 
 
Total Return(2)
    5.89 %     21.26 %     9.51 %    
 
 
 
Ratios as a percentage of average net assets
 
Investment advisory and administrative fees, servicing fee and other operating expenses(3)(4)
    1.16 %     1.50 %     1.52 %    
Interest and other borrowing costs(3)(5)
    0.34 %     0.63 %     0.25 %    
     
     
Total expenses
    1.50 %     2.13 %     1.77 %    
                             
Net investment income(5)
    2.11 %     3.66 %     4.53 %    
 
 
 
Ratios as a percentage of average gross assets(6)
 
Investment advisory and administrative fees, servicing fee and other operating expenses(3)(4)
    0.81 %     0.77 %     0.77 %    
Interest and other borrowing costs(3)(5)
    0.23 %     0.32 %     0.12 %    
     
     
Total expenses
    1.04 %     1.09 %     0.89 %    
                             
Net investment income(5)
    1.47 %     1.87 %     2.26 %    
 
 
 
Supplemental Data
 
Net assets, end of year (000’s omitted)
  $ 633,024     $ 648,036     $ 652,677      
Portfolio turnover of Tax-Managed Growth Portfolio
    2 %     2 %     3 %    
 
 
 
(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.
 
(3) Includes the expenses of Belcrest Capital Fund LLC (Belcrest Capital) and Belcrest Realty Corporation (Belcrest Realty).
 
(4) Includes Belcrest Capital’s share of Belvedere Capital Fund Company LLC’s allocated expenses, including those expenses allocated from Tax-Managed Growth Portfolio.
 
(5) Ratios do not include net interest earned or incurred in connection with interest rate swap agreements. Had such amounts been included, ratios would be lower or higher.
 
(6) 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.
 
See notes to consolidated financial statements
44

 

Belcrest Capital Fund LLC December 31, 2011
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. 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) affiliated with publicly traded real estate investment trusts (REITs), an investment in a real estate joint venture (Real Estate Joint Venture) and a tenancy-in-common interest in real property (Co-owned Property). In November 2010, Belcrest Realty sold its interest in the Allagash Property Trust (Allagash) Real Estate Joint Venture.
 
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 7, 2012, 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). The Real Estate Joint Venture and Co-owned Property are presented using the equity method. Under the equity method, the Real Estate Joint Venture and Co-owned Property are initially recognized in the Consolidated Statements of Assets and Liabilities at cost (provided such cost is indicative of fair value) and are subsequently adjusted to reflect the Fund’s proportionate share of the net increase (decrease) in net assets from operations of the Real Estate Joint Venture and Co-owned Property. The Real Estate Joint Venture 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.
 
C Cash. The Fund considers deposits in banks that can be liquidated without prior notice or penalty to be cash.
 
45

 

Belcrest Capital Fund LLC December 31, 2011
Notes to Consolidated Financial Statements (continued)
 
D Investment Costs. The financial reporting cost basis of the Fund’s investment in Belvedere Company is the aggregate initial fair value of all securities contributed to Belvedere Company by the Fund adjusted for the estimated allocation of the Fund’s share of net investment income or loss and net realized gain or loss of Belvedere Company as well as other adjustments including the value of securities and cash contributed to Belvedere Company and received from Belvedere Company for redemptions or distributions. The tax cost basis of the Fund’s investment in Belvedere Company is the aggregate tax cost basis of all securities contributed to Belvedere Company by the Fund adjusted for the Fund’s share of income or loss and net realized capital gain or loss of Belvedere Company determined in accordance with federal income tax regulations as well as other adjustments including, but not limited to, basis adjustments determined in accordance with federal 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 Fund’s Partnership Preference Units purchased by the Fund is the purchase cost. The financial reporting cost basis of the Fund’s real estate investments accounted for using the equity method is the purchase cost adjusted to reflect the Fund’s 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, including cash contributions and distributions. The tax cost basis of the Fund’s 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, a Real Estate Joint Venture and Co-owned Property. The Real Estate Joint Venture 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 Eaton Vance Cash Reserves Fund, LLC (Cash Reserves Fund). Cash Reserves Fund is an affiliated investment company managed by Eaton Vance Management (Eaton Vance). Additionally, Belcrest Capital has entered into interest rate swap agreements (Note 10). Belvedere Company’s only investment is an interest in the Portfolio, the value of which is derived from a proportional interest therein. Valuation of securities by the Portfolio is discussed in Note 1A of the Portfolio’s Notes to Financial Statements, which are included elsewhere in this report. Boston Management and Research (Boston Management), a subsidiary of Eaton Vance, makes valuation determinations in accordance with the Fund’s policies. The valuation policies followed by the Fund are as follows:
 
Market prices for the Fund’s investments in Partnership Preference Units and Subsidiary Real Estate Investments are not readily available. Such investments are stated in the Fund’s 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 Fund’s 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 Fund’s holdings of Partnership Preference Units and Subsidiary Real Estate Investments.
 
The fair value of property held by the Fund’s 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.
 
46

 

Belcrest Capital Fund LLC December 31, 2011
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 Fund’s 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 Fund’s interest in Co-owned Property by applying the Fund’s ownership interest to the net asset value of the Co-owned Property.
 
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 Reserves Fund generally values its investment securities utilizing the amortized cost valuation technique in accordance with Rule 2a-7 under the 1940 Act. This technique involves initially valuing a portfolio security at its
 
47

 

Belcrest Capital Fund LLC December 31, 2011
Notes to Consolidated Financial Statements (continued)
 
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 Reserves Fund 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 Fund’s 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 Company’s net investment income or loss consists of Belvedere Company’s pro rata share of the net investment income or loss of the Portfolio, less all expenses of Belvedere Company, determined in accordance with GAAP.
 
The Fund’s net investment income or loss consists of the Fund’s pro rata share of the net investment income or loss of Belvedere Company, the Fund’s pro rata share of the net investment income or loss of Cash Reserves Fund and Cash Management Portfolio (Cash Management), an affiliated investment company managed by Boston Management in which the Fund previously invested through February 2010, plus all net investment income earned on the Fund’s 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 Venture and Co-owned Property is recorded based on the Fund’s proportional interest in the net investment income or loss earned or incurred by the Real Estate Joint Venture 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. Unamortized loan costs are expensed when debt is retired before the maturity date.
 
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.
 
48

 

Belcrest Capital Fund LLC December 31, 2011
Notes to Consolidated Financial Statements (continued)
 
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 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 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 2008.
 
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 Expense Reduction. State Street Bank and Trust Company (SSBT) serves as custodian and transfer agent of the Fund. Pursuant to the custodian and transfer agent agreement, SSBT receives a fee reduced by credits, which are determined based on the average daily cash balance the Fund maintains with SSBT. All credit balances used to reduce the Fund’s custodian and transfer agent fees are reported as a reduction of expenses in the Consolidated Statements of Operations.
 
L Use of Estimates. The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of income and expense during the reporting period. Actual results could differ from those estimates.
 
M Indemnifications and Guarantees. Under Belcrest Capital’s operating agreement, Belcrest Capital’s 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 Fund’s maximum exposure under these arrangements is unknown, as this would involve possible future claims that may be made against the Fund that have not yet occurred.
 
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. If market data is not readily available, fair value is based upon other significant unobservable inputs such as inputs that reflect the Fund’s 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
 
49

 

Belcrest Capital Fund LLC December 31, 2011
Notes to Consolidated Financial Statements (continued)
 
that is 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 Fund’s assets classified as Level 3 as of December 31, 2011 and 2010 represent 13.1% and 16.4% of the Fund’s total assets, respectively.
 
The following tables present for each of the hierarchy levels, the Fund’s assets and liabilities that are measured at fair value as of December 31, 2011 and 2010.
 
                                     
    Fair Value Measurements at December 31, 2011
Description   Total     Level 1     Level 2     Level 3      
 
Assets
                                   
Investment in Belvedere Company(1)
  $ 618,043,582     $      —     $ 618,043,582     $ —      
Partnership Preference Units
    15,819,710       —       —       15,819,710      
Real Estate Joint Venture
    75,598,042       —       —       75,598,042      
Co-owned Property
    1,956,437       —       —       1,956,437      
Short-term investment
    1,126,681       —       1,126,681       —      
 
 
Total
  $ 712,544,452     $ —     $ 619,170,263     $ 93,374,189      
 
 
Liabilities
                                   
Interest rate swap agreements
  $ 714,321     $ —     $ 714,321     $ —      
 
 
                                     
                                     
    Fair Value Measurements at December 31, 2010
Description   Total     Level 1     Level 2     Level 3      
 
Assets
                                   
Investment in Belvedere Company(1)
  $ 659,946,022     $ —     $ 659,946,022     $ —      
Partnership Preference Units
    72,580,818       —       —       72,580,818      
Real Estate Joint Venture
    55,149,311       —       —       55,149,311      
Co-owned Property
    2,926,700       —       —       2,926,700      
Short-term investment
    3,230,918       —       3,230,918       —      
 
 
Total
  $ 793,833,769     $ —     $ 663,176,940     $ 130,656,829      
 
 
Liabilities
                                   
Interest rate swap agreements
  $ 710,801     $ —     $ 710,801     $ —      
 
 
     
(1)
  Belvedere Company’s only investment is an interest in the Portfolio, a management investment company registered under the 1940 Act that invests primarily in a diversified portfolio of equity securities. Belvedere Company’s investment in the Portfolio is classified as Level 1. However, because the Fund invests in the Portfolio through Belvedere Company, which is not registered under the 1940 Act, the Fund’s investment in Belvedere Company is classified as Level 2.
 
50

 

Belcrest Capital Fund LLC December 31, 2011
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, 2011, 2010 and 2009.
 
                                     
    Level 3 Fair Value Measurements for the
 		           
    Year Ended December 31, 2011            
    Partnership
 		    Real Estate
 		                 
    Preference
 		    Joint
 		    Co-owned
 		           
    Units     Venture     Property     Total      
 
Beginning balance as of December 31, 2010
  $ 72,580,818     $ 55,149,311     $ 2,926,700     $ 130,656,829      
Net realized loss
    (2,706,609 )     —       —       (2,706,609 )    
Net change in unrealized appreciation (depreciation)
    14,058,559       17,501,001       (1,600,000 )     29,959,560      
Cost of purchases
    7,003       —       —       7,003      
Proceeds from sales
    (68,120,061 )     —       —       (68,120,061 )    
Net investment income(1)
    —       8,111,750       628,336       8,740,086      
Other(2)
    —       (5,164,020 )     1,401       (5,162,619 )    
 
 
Ending balance as of December 31, 2011
  $ 15,819,710     $ 75,598,042     $ 1,956,437     $ 93,374,189      
 
 
Net change in unrealized appreciation (depreciation) from investments still held at December 31, 2011
  $ 1,420,812     $ 17,501,001     $ (1,600,000 )   $ 17,321,813      
 
 
 
                                     
    Level 3 Fair Value Measurements for the
 		           
    Year Ended December 31, 2010            
    Partnership
 		    Real Estate
 		                 
    Preference
 		    Joint
 		    Co-owned
 		           
    Units     Ventures     Property     Total      
 
Beginning balance as of December 31, 2009
  $ 69,274,637     $ 72,575,344     $ 2,335,863     $ 144,185,844      
Net realized gain (loss)
    119,339       (137,644,457 )     —       (137,525,118 )    
Net change in unrealized appreciation (depreciation)
    4,004,778       161,879,938       —       165,884,716      
Net sales
    (817,936 )     (42,281,891 )     —       (43,099,827 )    
Net investment income(1)
    —       16,300,186       589,670       16,889,856      
Other(2)
    —       (15,679,809 )     1,167       (15,678,642 )    
 
 
Ending balance as of December 31, 2010
  $ 72,580,818     $ 55,149,311     $ 2,926,700     $ 130,656,829      
 
 
Net change in unrealized appreciation (depreciation) from investments still held at December 31, 2010
  $ 4,054,780     $ 9,711,775     $ —     $ 13,766,555      
 
 
 
 
51

 

Belcrest Capital Fund LLC December 31, 2011
Notes to Consolidated Financial Statements (continued)
 
                                     
    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 )    
 
 
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 )    
 
 
     
(1)
  Represents net investment income from the Real Estate Joint Ventures and Co-owned Property.
(2)
  Represents net capital contributions (distributions) to (from) the Real Estate Joint Ventures and Co-owned Property.
 
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,
    2011     2010     2009      
 
Issued to Shareholders electing to receive payment of distributions in Fund shares
    8,535       7,630       60,075      
Redemptions
    (500,673 )     (1,461,063 )     (2,761,170 )    
 
 
Net decrease
    (492,138 )     (1,453,433 )     (2,701,095 )    
 
 
 
At December 31, 2011, one Shareholder owned 15% of the Fund’s 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.
 
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 Shareholder’s 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 paid or
 
52

 

Belcrest Capital Fund LLC December 31, 2011
Notes to Consolidated Financial Statements (continued)
 
accrued during the years ended December 31, 2011 and 2010. Special Distributions of $1,044,908 were accrued during the year ended December 31, 2008 and subsequently paid during the year ended December 31, 2009.
 
The Fund’s 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 Fund’s 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 Fund’s distributions may be adjusted in the future to reflect changes in effective tax rates. In determining the Fund’s capital gain distributions for any year, the net capital gains realized by the Fund for that year will be reduced by the cumulative amount of any Fund capital losses from prior years not previously applied against net realized capital gains for distribution purposes.
 
In addition, Belcrest Realty intends to distribute to Belcrest Capital substantially all of its taxable income earned during the year.
 
6 Investment Transactions
 
The following table summarizes the Fund’s investment transactions, other than short-term investments, for the years ended December 31, 2011, 2010 and 2009.
 
                             
    Year Ended December 31,
Investment Transactions   2011     2010     2009      
 
Increases in investment in Belvedere Company
  $ 7,000,000     $ —     $ —      
Decreases in investment in Belvedere Company
  $ 52,734,201     $ 123,023,266     $ 296,035,247      
Increases in Partnership Preference Units
  $ 7,003     $ 6,151     $ 7,997      
Decreases in Partnership Preference Units(1)
  $ 68,120,061     $ 824,087     $ 23,224,548      
Decreases in investment in Real Estate Joint Ventures
  $ 6,491,401     $ 57,961,700     $ 13,716,564      
Increases in investment in Co-owned Property
  $ 1,401     $ 1,167     $ 2,063      
 
 
     
(1)
  In March 2011, Belcrest Realty exchanged Partnership Preference Units for preferred stock of the respective issuer and subsequently sold the preferred stock for $52,522,511, for which an aggregate realized loss of $2,477,489 was recognized on the transaction. The aggregate realized loss on this transaction is included in investment transactions in Partnership Preference Units in the Consolidated Statements of Operations.
 
53

 

Belcrest Capital Fund LLC December 31, 2011
Notes to Consolidated Financial Statements (continued)
 
7 Indirect Investment in the Portfolio
 
The following table summarizes the Fund’s investment in the Portfolio through Belvedere Company for the years ended December 31, 2011, 2010 and 2009, including allocations of income, expenses and net realized and unrealized gains (losses).
 
                             
    Year Ended December 31,
    2011     2010     2009      
 
Belvedere Company’s interest in the Portfolio(1)
  $ 5,765,128,455     $ 6,395,233,719     $ 6,702,473,451      
The Fund’s investment in Belvedere Company(2)
  $ 618,043,582     $ 659,946,022     $ 705,444,925      
Income allocated to Belvedere Company from the Portfolio
  $ 123,475,616     $ 120,267,234     $ 154,559,605      
Income allocated to the Fund from Belvedere Company
  $ 12,894,747     $ 12,482,907     $ 16,851,474      
Expenses allocated to Belvedere Company from the Portfolio
  $ 29,269,272     $ 29,967,675     $ 31,400,023      
Expenses allocated to the Fund from Belvedere Company(3)
  $ 4,048,792     $ 4,127,587     $ 4,525,297      
Net realized gain (loss) from investment and foreign currency transactions
allocated to Belvedere Company from the Portfolio
  $ 160,906,953     $ 27,472,227     $ (540,322,752 )    
Net realized gain (loss) from investment and foreign currency transactions
allocated to the Fund from Belvedere Company
  $ 22,750,145     $ 2,770,704     $ (59,270,474 )    
Net change in unrealized appreciation (depreciation) of investments and foreign
currency allocated to Belvedere Company from the Portfolio
  $ (209,204,550 )   $ 639,001,126     $ 1,646,321,220      
Net change in unrealized appreciation (depreciation) of investments and foreign
currency allocated to the Fund from Belvedere Company
  $ (27,764,339 )   $ 66,398,339     $ 176,008,259      
 
 
     
(1)
  As of December 31, 2011, 2010 and 2009, the value of Belvedere Company’s interest in the Portfolio represents 71.4%, 70.7% and 70.7% of the Portfolio’s net assets, respectively.
(2)
  As of December 31, 2011, 2010 and 2009, the Fund’s investment in Belvedere Company represents 10.7%, 10.3% and 10.5% of Belvedere Company’s net assets, respectively.
(3)
  Expenses allocated to the Fund from Belvedere Company represent:
 
                             
    Year Ended December 31,
    2011     2010     2009      
 
Expenses allocated from the Portfolio
  $ 3,055,374     $ 3,115,773     $ 3,418,261      
Servicing fee (see Note 12)
  $ 964,892     $ 983,166     $ 1,081,255      
Operating expenses
  $ 28,526     $ 28,648     $ 25,781      
 
 
 
8 Investment in Real Estate Joint Venture
 
At December 31, 2011 and 2010, Belcrest Realty owned a majority economic interest in one Real Estate Joint Venture, Lafayette Real Estate LLC (Lafayette). In November 2010, Belcrest Realty sold its interest in Allagash to a third party for $42,281,891.
 
A board of managers controls the business of the 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 the 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, the
 
54

 

Belcrest Capital Fund LLC December 31, 2011
Notes to Consolidated Financial Statements (continued)
 
Operating Partner has significant participating rights and responsibilities with respect to the Real Estate Joint Venture. The 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 the Real Estate Joint Venture are allocated per the 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 the Operating Partner. Distributable cash flows from dispositions of real properties or liquidation of the Real Estate Joint Venture are allocated on a pro rata basis up until the return of Belcrest Realty and the Operating Partner’s contributed capital with any excess allocated in a manner similar to that of cash flows from operations.
 
The Real Estate Joint Venture is financed through mortgage notes secured by the real property. The mortgage notes are without recourse to Fund Shareholders and generally without recourse to Belcrest Capital and Belcrest Realty. Lafayette’s mortgage notes mature between March 2017 and January 2020.
 
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.
 
Combined and condensed financial data of the Real Estate Joint Ventures is presented below.
 
                     
    December 31,
    2011     2010      
 
Investment in real estate
  $ 364,000,000     $ 336,400,000      
Other assets
    9,486,364       8,048,778      
 
 
Total assets
  $ 373,486,364     $ 344,448,778      
 
 
Mortgage notes payable, at face(1)
  $ 254,501,804     $ 255,408,696      
Other liabilities
    4,710,364       4,848,969      
 
 
Total liabilities
  $ 259,212,168     $ 260,257,665      
 
 
Shareholders’ equity
  $ 114,274,196     $ 84,191,113      
 
 
Total liabilities and shareholders’ equity
  $ 373,486,364     $ 344,448,778      
 
 
 
                             
    Year Ended December 31,
    2011     2010(2)     2009      
 
Revenues
  $ 40,799,745     $ 74,421,093     $ 80,016,600      
Expenses
    28,564,828       52,763,919       57,573,784      
 
 
Net investment income before realized and unrealized gain (loss)
  $ 12,234,917     $ 21,657,174     $ 22,442,816      
Realized loss
    —       —       (2,435,063 )    
Change in net unrealized appreciation (depreciation)
    24,871,748       15,463,028       (149,782,397 )    
 
 
Net increase (decrease) in net assets resulting from operations
  $ 37,106,665     $ 37,120,202     $ (129,774,644 )    
 
 
     
(1)
  The mortgage notes payable generally cannot be prepaid or otherwise disposed of without incurring a substantial prepayment penalty. The Real Estate Joint Venture generally has no current plans to prepay or otherwise dispose of the mortgage notes payable without the sale of the related real property.
(2)
  Includes the results of operations of Allagash through the date of sale in November 2010.
 
55

 

Belcrest Capital Fund LLC December 31, 2011
Notes to Consolidated Financial Statements (continued)
 
9 Investment in Co-owned Property
 
At December 31, 2011 and 2010, 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.
 
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. 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 Capital’s 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 agreement’s remaining life, to the extent that the amount is positive. See Note 2 for additional accounting and valuation policies. The following table summarizes Belcrest Capital’s interest rate swap agreements.
 
                     
    Liability Derivatives at December 31,
Derivatives Not Designated as Hedging Instruments   2011     2010      
 
Notional amount
  $ 3,870,000     $ 3,870,000      
Average notional amount during the respective period
  $ 3,870,000     $ 82,554,000      
Weighted average fixed interest rate
    6.29%       6.29%      
Floating rate
    LIBOR + 0.30%       LIBOR + 0.30%      
Final termination date
    7/2015       7/2015      
Fair value
  $ (714,321 )   $ (710,801 )    
 
 
 
11 Debt
 
A Credit Facility. Belcrest Capital has a credit arrangement with Bank of America (the Credit Facility). The Credit Facility may be terminated by the lender on or after March 25, 2013 provided 180 days’ notice is given. Belcrest Capital may terminate the Credit Facility upon 30 days’ notice.
 
In March 2011, Belcrest Capital amended the Credit Facility to decrease its total commitment by $65,000,000 to an aggregate amount available for borrowing of $135,000,000. At December 31, 2011, Belcrest Capital had outstanding borrowings under the Credit Facility of $78,000,000. The fair value of the Credit Facility approximates its carrying value at December 31, 2011 and 2010.
 
Belcrest Capital pays a rate of interest equal to three-month LIBOR plus 1.25% per annum, reduced from 1.50% and 1.75% in August and March 2011, respectively, on outstanding borrowings under the Credit Facility. A commitment fee is paid on the unused commitment amount equal to 0.25% per annum, reduced from 0.40% in March 2011. Belcrest Capital will incur an additional fee if outstanding borrowings fall below certain levels.
 
56

 

Belcrest Capital Fund LLC December 31, 2011
Notes to Consolidated Financial Statements (continued)
 
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 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 Capital’s assets, excluding the Fund’s real estate investments.
 
Borrowings under the Credit Facility have been used to purchase the Fund’s 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 may be made in the future for these purposes.
 
B Average Borrowings and Average Interest Rate. During the year ended December 31, 2011, the average balance of borrowings under the Credit Facility was approximately $93,800,000 with a weighted average interest rate of 2.31%. 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, 2011, 2010 and 2009, the advisory fee applicable to the Portfolio was 0.46%, 0.46% and 0.45% of average daily net assets, respectively.
 
Belcrest Capital pays Boston Management 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 Capital’s investment in Belcrest Realty, minus the sum of Belcrest Capital’s liabilities other than the principal amount of money borrowed. The advisory fee payable to Boston Management in respect of Belcrest Capital’s indirect investment in the Portfolio is credited towards Belcrest Capital’s advisory and administrative fee payment, reducing the amount of such fee that would otherwise be payable by Belcrest Capital. 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 Realty’s 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.
 
Eaton Vance and Boston Management do not receive separate compensation for serving as manager of Belcrest Capital and manager of Belvedere Company, respectively. Eaton Vance does not currently receive a fee for advisory services provided to Cash Reserves Fund. Cash Management’s advisory and administrative fees paid to Boston Management in respect of Belcrest Capital’s investment therein was credited towards Belcrest Capital’s advisory and administrative fee payments, reducing the amount of such fees otherwise paid by Belcrest Capital.
 
Pursuant to a servicing agreement between Belvedere Company and Eaton Vance Distributors, Inc. (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 Company’s 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 Capital’s average daily net assets. Belcrest Capital’s allocated share of the servicing fee payable by Belvedere Company is credited towards Belcrest Capital’s servicing fee payment,
 
57

 

Belcrest Capital Fund LLC December 31, 2011
Notes to Consolidated Financial Statements (continued)
 
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.
 
The table below sets forth the fees paid or payable by, or allocable to, the Fund for the years ended December 31, 2011, 2010 and 2009 in connection with the services rendered by Eaton Vance and its affiliates.
 
                             
    Year Ended December 31,
    2011     2010     2009      
 
Advisory fee allocated to Belvedere Company from the Portfolio
  $ 28,163,565     $ 28,742,601     $ 29,752,815      
Advisory fee allocated to the Fund from Belvedere Company
  $ 2,939,950     $ 2,988,131     $ 3,238,375      
Advisory fee allocated to the Fund from Cash Management
  $ —     $ 274     $ 11,100      
Advisory and administrative fees incurred directly by the Fund
  $ 2,635,750     $ 4,201,148     $ 4,634,392      
Servicing fee of Belvedere Company
  $ 9,242,889     $ 9,457,376     $ 9,934,858      
Servicing fee allocated to the Fund from Belvedere Company(1)
  $ 964,892     $ 983,166     $ 1,081,255      
Servicing fee incurred directly by the Fund(1)
  $ 330,646     $ 245,133     $ 237,556      
 
 
     
(1)
  Amounts include servicing fee paid or accrued to subagents of $1,295,515, $1,228,281 and $1,318,795, respectively.
 
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 Fund’s investment income includes the Fund’s pro rata share of Belvedere Company’s net investment income. Separate from its investment in Belvedere Company, Belcrest Capital invests in real estate investments through Belcrest Realty (Note 1). The Fund’s investment income from real estate investments primarily consists of distribution income from Partnership Preference Units, and net investment income from the 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 Fund’s Credit Facility borrowings and related interest expense are centrally managed by the Fund. A portion of the Credit Facility borrowings and related interest expense have been 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 Fund’s interests in real estate investments. The Fund’s interest rate swap agreement balances are presented as part of the real estate segment for presentation purposes
 
58

 

Belcrest Capital Fund LLC December 31, 2011
Notes to Consolidated Financial Statements (continued)
 
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:
 
                             
    Year Ended December 31,
    2011     2010     2009      
 
Investment income
                           
The Portfolio*
  $ 8,845,955     $ 8,355,320     $ 12,326,177      
Real estate
    10,453,734       22,951,419       24,706,598      
Unallocated
    7,714       6,966       2,102      
 
 
Total investment income
  $ 19,307,403     $ 31,313,705     $ 37,034,877      
 
 
Interest expense
                           
The Portfolio*
  $ —     $ —     $ —      
Real estate
    1,753,754       3,487,186       1,494,343      
Unallocated(1)
    411,374       387,465       129,943      
 
 
Total interest expense
  $ 2,165,128     $ 3,874,651     $ 1,624,286      
 
 
Net realized gain (loss)
                           
The Portfolio*
  $ 22,750,145     $ 2,770,704     $ (59,270,474 )    
Real estate
    (1,605,205 )     (140,419,975 )     (24,432,412 )    
Unallocated
    200       383       1,947      
 
 
Total net realized gain (loss)
  $ 21,145,140     $ (137,648,888 )   $ (83,700,939 )    
 
 
Net change in unrealized appreciation (depreciation)
                           
The Portfolio*
  $ (27,764,339 )   $ 66,398,339     $ 176,008,259      
Real estate
    29,956,040       168,415,497       (78,427,018 )    
Unallocated
    —       —       —      
 
 
Total net change in unrealized appreciation (depreciation)
  $ 2,191,701     $ 234,813,836     $ 97,581,241      
 
 
Net increase (decrease) in net assets from operations
                           
The Portfolio*
  $ 2,890,685     $ 76,576,473     $ 128,066,691      
Real estate
    35,134,237       43,868,256       (83,552,151 )    
Unallocated(2)
    (1,022,354 )     (882,582 )     (758,114 )    
 
 
Net increase in net assets from operations
  $ 37,002,568     $ 119,562,147     $ 43,756,426      
 
 
 
 
59

 

Belcrest Capital Fund LLC December 31, 2011
Notes to Consolidated Financial Statements (continued)
 
                     
    December 31,
    2011     2010      
 
Segment assets
                   
The Portfolio*
  $ 618,043,582     $ 659,946,022      
Real estate
    93,374,189       130,892,020      
Unallocated(3)
    1,245,727       4,480,245      
 
 
Segment assets
  $ 712,663,498     $ 795,318,287      
 
 
Net assets
                   
The Portfolio*
  $ 617,971,475     $ 658,320,276      
Real estate
    29,107,809       528,030      
Unallocated(4)
    (14,055,130 )     (10,812,175 )    
 
 
Net assets
  $ 633,024,154     $ 648,036,131      
 
 
     
*
  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,
    2011     2010     2009      
 
Interest expense on Credit Facility
  $ 411,374     $ 387,465     $ 129,943      
Servicing fee
  $ 330,646     $ 245,133     $ 237,556      
Audit expense
  $ 218,695     $ 206,391     $ 292,815      
 
 
 
     
(3)
  Primarily includes cash held by the Fund and the Fund’s investment in Cash Reserves Fund.
(4)
  Amounts include unallocated liabilities, net of unallocated assets. Unallocated liabilities primarily consist of outstanding Credit Facility borrowings that are used to finance ongoing operations of the Fund and are not allocable to reportable segments. As of December 31, 2011 and 2010, such borrowings totaled approximately $14,989,000.
 
14 Subsequent Event
 
On January 24, 2012, the Fund paid a distribution of $0.45 per share to Shareholders of record on January 20, 2012.
 
60

 

Belcrest Capital Fund LLC December 31, 2011
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, 2011 and 2010, 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, 2011. These financial statements and financial highlights are the responsibility of the Fund’s 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, 2011 and 2010, by correspondence with the custodian and the transfer agent. 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, 2011 and 2010, 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, 2011, 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 Fund’s internal control over financial reporting as of December 31, 2011, 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 7, 2012 expressed an unqualified opinion on the Fund’s internal control over financial reporting.
 
DELOITTE & TOUCHE LLP
Boston, Massachusetts
March 7, 2012
 
61

 

Tax-Managed Growth Portfolio December 31, 2011
Portfolio of Investments
As of December 31, 2011
 
                     
Common Stocks — 98.8%
 
Security   Shares     Value      
 
 
 
Aerospace & Defense — 3.8%
 
Boeing Co. (The)     934,567     $ 68,550,489      
General Dynamics Corp.      473,021       31,413,324      
Honeywell International, Inc.      290,022       15,762,696      
Huntington Ingalls Industries, Inc.(1)     2,546       79,639      
Lockheed Martin Corp.      16,042       1,297,798      
Northrop Grumman Corp.      15,277       893,399      
Precision Castparts Corp.      4,749       782,588      
Raytheon Co.      53,403       2,583,637      
Rockwell Collins, Inc.      166,153       9,199,892      
Textron, Inc.      33,277       615,292      
United Technologies Corp.      2,449,740       179,051,496      
 
 
            $ 310,230,250      
 
 
 
 
Air Freight & Logistics — 0.6%
 
C.H. Robinson Worldwide, Inc.      2,207     $ 154,005      
FedEx Corp.      265,004       22,130,484      
United Parcel Service, Inc., Class B     383,848       28,093,835      
 
 
            $ 50,378,324      
 
 
 
 
Auto Components — 0.3%
 
Johnson Controls, Inc.      744,539     $ 23,274,289      
 
 
            $ 23,274,289      
 
 
 
 
Automobiles — 0.0%(2)
 
Daimler AG     17,284     $ 758,076      
Harley-Davidson, Inc.      800       31,096      
 
 
            $ 789,172      
 
 
 
 
Beverages — 5.6%
 
Beam, Inc.      88,199     $ 4,518,435      
Brown-Forman Corp., Class B     54,061       4,352,451      
Coca-Cola Co. (The)     2,651,563       185,529,863      
Coca-Cola Enterprises, Inc.      31,501       812,096      
Molson Coors Brewing Co., Class B     186,000       8,098,440      
PepsiCo, Inc.      3,719,529       246,790,749      
 
 
            $ 450,102,034      
 
 
 
Biotechnology — 2.4%
 
Amgen, Inc.      2,819,831     $ 181,061,349      
Biogen Idec, Inc.(1)     3,543       389,907      
Gilead Sciences, Inc.(1)     238,742       9,771,710      
 
 
            $ 191,222,966      
 
 
 
 
Building Products — 0.0%(2)
 
Fortune Brands Home & Security, Inc.(1)     11,600     $ 197,548      
 
 
            $ 197,548      
 
 
 
 
Capital Markets — 3.3%
 
Ameriprise Financial, Inc.      188,681     $ 9,366,125      
Bank of New York Mellon Corp. (The)     846,256       16,848,957      
Charles Schwab Corp. (The)     684,916       7,712,154      
E*TRADE Financial Corp.(1)     4,593       36,560      
Franklin Resources, Inc.      539,468       51,821,296      
Goldman Sachs Group, Inc. (The)     520,182       47,040,058      
Legg Mason, Inc.      96,941       2,331,431      
Morgan Stanley     2,543,994       38,490,629      
Northern Trust Corp.      709,098       28,122,827      
State Street Corp.      759,119       30,600,087      
T. Rowe Price Group, Inc.      492,243       28,033,239      
UBS AG(1)     29,488       348,843      
Waddell & Reed Financial, Inc., Class A     273,635       6,777,939      
 
 
            $ 267,530,145      
 
 
 
 
Chemicals — 1.5%
 
Air Products and Chemicals, Inc.      7,660     $ 652,555      
Ashland, Inc.      30,391       1,737,150      
Dow Chemical Co. (The)     152,627       4,389,552      
E.I. Du Pont de Nemours & Co.      926,356       42,408,578      
Ecolab, Inc.      445,515       25,755,222      
Monsanto Co.      492,901       34,537,573      
PPG Industries, Inc.      109,400       9,133,806      
 
 
            $ 118,614,436      
 
 
 
 
Commercial Banks — 2.7%
 
Bank of Montreal     26,370     $ 1,445,340      
BB&T Corp.      881,417       22,185,266      
Comerica, Inc.      126,791       3,271,208      
Fifth Third Bancorp     978,637       12,448,263      
HSBC Holdings PLC     220,592       1,680,378      
HSBC Holdings PLC ADR     424       16,154      
 
See notes to financial statements.
62

 

Tax-Managed Growth Portfolio December 31, 2011
Portfolio of Investments (continued)
 
                     
Security   Shares     Value      
 
 
Commercial Banks (continued)
 
                     
KeyCorp     111,353     $ 856,305      
M&T Bank Corp.      17,293       1,320,148      
PNC Financial Services Group, Inc.      131,464       7,581,529      
Regions Financial Corp.      216,147       929,432      
Royal Bank of Canada     148,562       7,570,719      
Societe Generale     478,448       10,562,031      
SunTrust Banks, Inc.      269,585       4,771,654      
Synovus Financial Corp.      10,960       15,454      
Toronto-Dominion Bank     17,915       1,340,221      
Trustmark Corp.      102,713       2,494,899      
U.S. Bancorp     2,567,729       69,457,069      
Wells Fargo & Co.      2,602,025       71,711,809      
Zions Bancorporation     38,805       631,745      
 
 
            $ 220,289,624      
 
 
 
 
Commercial Services & Supplies — 0.1%
 
Cintas Corp.      56,948     $ 1,982,360      
Pitney Bowes, Inc.      15,870       294,230      
Waste Management, Inc.      108,716       3,556,100      
 
 
            $ 5,832,690      
 
 
 
 
Communications Equipment — 2.9%
 
Cisco Systems, Inc.      1,861,369     $ 33,653,552      
Juniper Networks, Inc.(1)     109,780       2,240,610      
Motorola Mobility Holdings, Inc.(1)     44,378       1,721,866      
Motorola Solutions, Inc.      50,718       2,347,736      
Nokia Oyj ADR     192       925      
QUALCOMM, Inc.      3,216,865       175,962,516      
Telefonaktiebolaget LM Ericsson, Class B ADR     1,737,409       17,599,953      
 
 
            $ 233,527,158      
 
 
 
 
Computers & Peripherals — 3.6%
 
Apple, Inc.(1)     403,206     $ 163,298,430      
Dell, Inc.(1)     3,911,409       57,223,913      
EMC Corp.(1)     2,586,992       55,723,808      
Hewlett-Packard Co.      83,558       2,152,454      
Lexmark International, Inc., Class A     9,624       318,266      
NetApp, Inc.(1)     417,589       15,145,953      
 
 
            $ 293,862,824      
 
 
 
Construction Materials — 0.0%(2)
 
Vulcan Materials Co.      22,102     $ 869,714      
 
 
            $ 869,714      
 
 
 
 
Consumer Finance — 0.8%
 
American Express Co.      857,294     $ 40,438,558      
Capital One Financial Corp.      80,225       3,392,715      
Discover Financial Services     830,375       19,929,000      
SLM Corp.      10,200       136,680      
 
 
            $ 63,896,953      
 
 
 
 
Distributors — 0.1%
 
Genuine Parts Co.      188,424     $ 11,531,549      
 
 
            $ 11,531,549      
 
 
 
 
Diversified Consumer Services — 0.0%(2)
 
Ascent Media Corp., Class A(1)     755     $ 38,293      
H&R Block, Inc.      22,181       362,216      
 
 
            $ 400,509      
 
 
 
 
Diversified Financial Services — 1.8%
 
Bank of America Corp.      1,612,000     $ 8,962,720      
CBOE Holdings, Inc.      40,000       1,034,400      
Citigroup, Inc.      574,558       15,116,621      
CME Group, Inc.      22,581       5,502,312      
ING Groep NV ADR(1)     191,170       1,370,689      
IntercontinentalExchange, Inc.(1)     13,162       1,586,679      
JPMorgan Chase & Co.      3,166,561       105,288,153      
Moody’s Corp.      179,602       6,048,996      
 
 
            $ 144,910,570      
 
 
 
 
Diversified Telecommunication Services — 0.3%
 
AT&T, Inc.      341,172     $ 10,317,041      
CenturyLink, Inc.      4,871       181,201      
Deutsche Telekom AG ADR     50,092       573,554      
Frontier Communications Corp.      33,255       171,263      
Verizon Communications, Inc.      380,097       15,249,492      
Windstream Corp.      70,866       831,967      
 
 
            $ 27,324,518      
 
 
 
 
See notes to financial statements.
63

 

Tax-Managed Growth Portfolio December 31, 2011
Portfolio of Investments (continued)
 
                     
Security   Shares     Value      
 
 
 
Electric Utilities — 0.1%
 
Duke Energy Corp.      47,340     $ 1,041,480      
Exelon Corp.      9,202       399,091      
Southern Co. (The)     68,451       3,168,597      
 
 
            $ 4,609,168      
 
 
 
 
Electrical Equipment — 1.3%
 
Emerson Electric Co.      2,018,689     $ 94,050,721      
Rockwell Automation, Inc.      125,000       9,171,250      
 
 
            $ 103,221,971      
 
 
 
 
Electronic Equipment, Instruments & Components — 0.4%
 
Corning, Inc.      2,468,521     $ 32,041,403      
Flextronics International, Ltd.(1)     148,554       840,816      
TE Connectivity, Ltd.      9,230       284,376      
 
 
            $ 33,166,595      
 
 
 
 
Energy Equipment & Services — 1.8%
 
Baker Hughes, Inc.      136,681     $ 6,648,164      
Halliburton Co.      1,321,851       45,617,078      
Schlumberger, Ltd.      1,334,018       91,126,770      
Transocean, Ltd.      75,667       2,904,856      
 
 
            $ 146,296,868      
 
 
 
 
Food & Staples Retailing — 3.3%
 
Costco Wholesale Corp.      873,262     $ 72,760,190      
CVS Caremark Corp.      1,361,063       55,504,149      
Kroger Co. (The)     35,843       868,117      
Safeway, Inc.      94,229       1,982,578      
Sysco Corp.      440,121       12,908,749      
Wal-Mart Stores, Inc.      1,891,173       113,016,499      
Walgreen Co.      222,463       7,354,627      
 
 
            $ 264,394,909      
 
 
 
 
Food Products — 3.3%
 
Archer-Daniels-Midland Co.      1,490,873     $ 42,638,968      
Campbell Soup Co.      54,780       1,820,887      
ConAgra Foods, Inc.      1,631       43,059      
General Mills, Inc.      38,796       1,567,746      
H.J. Heinz Co.      7,500       405,300      
Hershey Co. (The)     499,533       30,861,149      
Kraft Foods, Inc., Class A     197,298       7,371,053      
McCormick & Co., Inc.      10,600       534,452      
Nestle SA     2,750,000       157,914,644      
Sara Lee Corp.      1,147,930       21,718,836      
Unilever NV     4,636       159,339      
 
 
            $ 265,035,433      
 
 
 
 
Health Care Equipment & Supplies — 0.8%
 
Bard (C.R.), Inc.      25,000     $ 2,137,500      
Baxter International, Inc.      218,222       10,797,625      
Becton, Dickinson and Co.      63,708       4,760,262      
Boston Scientific Corp.(1)     36,529       195,065      
CareFusion Corp.(1)     70,668       1,795,674      
Covidien PLC     190,726       8,584,577      
Intuitive Surgical, Inc.(1)     14,000       6,482,140      
Medtronic, Inc.      393,185       15,039,326      
St. Jude Medical, Inc.      66,365       2,276,319      
Stryker Corp.      131,368       6,530,303      
Zimmer Holdings, Inc.(1)     129,314       6,907,954      
 
 
            $ 65,506,745      
 
 
 
 
Health Care Providers & Services — 0.8%
 
AmerisourceBergen Corp.      473,884     $ 17,623,746      
Cardinal Health, Inc.      186,462       7,572,222      
CIGNA Corp.      58,467       2,455,614      
Express Scripts, Inc.(1)     281,972       12,601,329      
Henry Schein, Inc.(1)     104,029       6,702,588      
McKesson Corp.      2,598       202,410      
Medco Health Solutions, Inc.(1)     125,104       6,993,314      
PharMerica Corp.(1)     7,250       110,055      
UnitedHealth Group, Inc.      83,696       4,241,713      
WellPoint, Inc.      53,673       3,555,836      
 
 
            $ 62,058,827      
 
 
 
 
Hotels, Restaurants & Leisure — 3.0%
 
Carnival Corp.      533,768     $ 17,422,188      
International Game Technology     459,500       7,903,400      
Interval Leisure Group, Inc.(1)     5,349       72,800      
Marriott International, Inc., Class A     401,544       11,713,038      
Marriott Vacations Worldwide Corp.(1)     40,154       689,043      
McDonald’s Corp.      846,340       84,913,292      
Starbucks Corp.      2,360,488       108,606,053      
Yum! Brands, Inc.      210,518       12,422,667      
 
 
            $ 243,742,481      
 
 
 
 
See notes to financial statements.
64

 

Tax-Managed Growth Portfolio December 31, 2011
Portfolio of Investments (continued)
 
                     
Security   Shares     Value      
 
 
 
Household Durables — 0.2%
 
D.R. Horton, Inc.      417,028     $ 5,258,723      
Leggett & Platt, Inc.      250,608       5,774,008      
Newell Rubbermaid, Inc.      37,838       611,084      
 
 
            $ 11,643,815      
 
 
 
 
Household Products — 1.8%
 
Clorox Co. (The)     7,570     $ 503,859      
Colgate-Palmolive Co.      587,207       54,252,055      
Kimberly-Clark Corp.      446,209       32,823,134      
Procter & Gamble Co.      871,572       58,142,568      
 
 
            $ 145,721,616      
 
 
 
 
Independent Power Producers & Energy Traders — 0.0%(2)
 
AES Corp. (The)(1)     1,730     $ 20,483      
 
 
            $ 20,483      
 
 
 
 
Industrial Conglomerates — 2.1%
 
3M Co.      842,278     $ 68,839,381      
Danaher Corp.      42,064       1,978,691      
General Electric Co.      5,476,694       98,087,590      
Tyco International, Ltd.      22,764       1,063,306      
 
 
            $ 169,968,968      
 
 
 
 
Insurance — 2.7%
 
Aegon NV ADR(1)     5,088,862     $ 20,457,225      
Aflac, Inc.      115,848       5,011,584      
Allstate Corp. (The)     964       26,423      
Aon Corp.      25,900       1,212,120      
Berkshire Hathaway, Inc., Class A(1)     620       71,148,100      
Berkshire Hathaway, Inc., Class B(1)     939,471       71,681,637      
Chubb Corp.      24,930       1,725,655      
Cincinnati Financial Corp.      135,528       4,128,183      
Hartford Financial Services Group, Inc.      10,762       174,883      
Manulife Financial Corp.      65,344       693,953      
Progressive Corp.      1,151,311       22,462,078      
Torchmark Corp.      378,718       16,432,574      
Travelers Companies, Inc. (The)     76,466       4,524,493      
 
 
            $ 219,678,908      
 
 
 
Internet & Catalog Retail — 0.1%
 
Amazon.com, Inc.(1)     40,982     $ 7,093,984      
HSN, Inc.      1       37      
 
 
            $ 7,094,021      
 
 
 
 
Internet Software & Services — 2.3%
 
Akamai Technologies, Inc.(1)     200,000     $ 6,456,000      
AOL, Inc.(1)     5,317       80,287      
eBay, Inc.(1)     1,260,217       38,222,381      
Google, Inc., Class A(1)     213,496       137,897,066      
IAC/InterActiveCorp     13,368       569,477      
VeriSign, Inc.      14,758       527,156      
 
 
            $ 183,752,367      
 
 
 
 
IT Services — 5.9%
 
Accenture PLC, Class A     2,738,000     $ 145,743,740      
Automatic Data Processing, Inc.      1,124,511       60,734,839      
Broadridge Financial Solutions, Inc.      2,002       45,145      
Fidelity National Information Services, Inc.      63,590       1,690,858      
Fiserv, Inc.(1)     39,943       2,346,252      
International Business Machines Corp.      1,319,900       242,703,212      
Paychex, Inc.      756,046       22,764,545      
Total System Services, Inc.      32,405       633,842      
Western Union Co.      54,638       997,690      
 
 
            $ 477,660,123      
 
 
 
 
Leisure Equipment & Products — 0.0%(2)
 
Mattel, Inc.      22,565     $ 626,404      
 
 
            $ 626,404      
 
 
 
 
Life Sciences Tools & Services — 0.2%
 
Agilent Technologies, Inc.(1)     445,580     $ 15,564,109      
Thermo Fisher Scientific, Inc.(1)     18,700       840,939      
 
 
            $ 16,405,048      
 
 
 
 
Machinery — 3.6%
 
Caterpillar, Inc.      121,309     $ 10,990,595      
Deere & Co.      2,623,301       202,912,332      
Dover Corp.      370,952       21,533,764      
Illinois Tool Works, Inc.      1,203,805       56,229,732      
 
See notes to financial statements.
65

 

Tax-Managed Growth Portfolio December 31, 2011
Portfolio of Investments (continued)
 
                     
Security   Shares     Value      
 
 
Machinery (continued)
 
                     
Parker Hannifin Corp.      30,763     $ 2,345,679      
WABCO Holdings, Inc.(1)     1,156       50,170      
 
 
            $ 294,062,272      
 
 
 
 
Media — 3.3%
 
CBS Corp., Class B     68,701     $ 1,864,545      
Comcast Corp., Class A     201,884       4,786,670      
Comcast Corp., Special Class A     1,732,498       40,817,653      
DIRECTV, Class A(1)     20,703       885,260      
Discovery Communications, Inc., Class A(1)     7,555       309,528      
Discovery Communications, Inc., Class C(1)     7,555       284,823      
Gannett Co., Inc.      5,643       75,447      
Liberty Media Corp. – Capital, Class A(1)     6,999       546,272      
McGraw-Hill Cos., Inc. (The)     86,290       3,880,461      
News Corp., Class A     97       1,730      
Omnicom Group, Inc.      112,077       4,996,393      
Time Warner Cable, Inc.      94,401       6,001,072      
Time Warner, Inc.      367,299       13,274,186      
Viacom, Inc., Class B     49,155       2,232,129      
Walt Disney Co. (The)     4,865,456       182,454,600      
Washington Post Co., Class B     1,500       565,215      
WPP PLC ADR     18,396       960,823      
 
 
            $ 263,936,807      
 
 
 
 
Metals & Mining — 0.3%
 
Alcoa, Inc.      52,760     $ 456,374      
Freeport-McMoRan Copper & Gold, Inc.      450,000       16,555,500      
Nucor Corp.      230,000       9,101,100      
 
 
            $ 26,112,974      
 
 
 
 
Multiline Retail — 0.6%
 
Sears Holdings Corp.(1)     410     $ 13,030      
Target Corp.      884,162       45,286,777      
 
 
            $ 45,299,807      
 
 
 
 
Oil, Gas & Consumable Fuels — 7.6%
 
Anadarko Petroleum Corp.      968,900     $ 73,956,137      
Apache Corp.      2,144,112       194,213,665      
BP PLC ADR     192,668       8,234,630      
Chevron Corp.      604,906       64,361,998      
ConocoPhillips     297,410       21,672,267      
Devon Energy Corp.      568,727       35,261,074      
Exxon Mobil Corp.      2,191,976       185,791,886      
Hess Corp.      224,579       12,756,087      
Marathon Oil Corp.      175,831       5,146,573      
Marathon Petroleum Corp.      87,915       2,926,690      
Murphy Oil Corp.      78,679       4,385,568      
Royal Dutch Shell PLC ADR, Class A     76,110       5,562,880      
Royal Dutch Shell PLC ADR, Class B     9,594       729,240      
Spectra Energy Corp.      8,313       255,625      
Williams Cos., Inc.      2,000       66,040      
 
 
            $ 615,320,360      
 
 
 
 
Paper & Forest Products — 0.0%(2)
 
Neenah Paper, Inc.      975     $ 21,762      
 
 
            $ 21,762      
 
 
 
 
Personal Products — 0.0%(2)
 
Estee Lauder Cos., Inc. (The), Class A     13,035     $ 1,464,091      
 
 
            $ 1,464,091      
 
 
 
 
Pharmaceuticals — 9.0%
 
Abbott Laboratories     2,730,986     $ 153,563,343      
Allergan, Inc.      146,962       12,894,446      
Bristol-Myers Squibb Co.      1,500,706       52,884,879      
Eli Lilly & Co.      1,445,042       60,055,945      
GlaxoSmithKline PLC ADR     455,612       20,789,576      
Hospira, Inc.(1)     3,662       111,215      
Johnson & Johnson     2,364,918       155,091,322      
Merck & Co., Inc.      1,125,878       42,445,601      
Novo Nordisk A/S ADR     249,848       28,797,480      
Pfizer, Inc.      6,015,315       130,171,417      
Teva Pharmaceutical Industries, Ltd. ADR     1,671,886       67,477,319      
 
 
            $ 724,282,543      
 
 
 
 
Real Estate Investment Trusts (REITs) — 0.0%(2)
 
Weyerhaeuser Co.      1,223     $ 22,833      
 
 
            $ 22,833      
 
 
 
 
See notes to financial statements.
66

 

Tax-Managed Growth Portfolio December 31, 2011
Portfolio of Investments (continued)
 
                     
Security   Shares     Value      
 
 
 
Road & Rail — 0.2%
 
Norfolk Southern Corp.      24,192     $ 1,762,629      
Union Pacific Corp.      132,257       14,011,307      
 
 
            $ 15,773,936      
 
 
 
 
Semiconductors & Semiconductor Equipment — 3.8%
 
Analog Devices, Inc.      560,289     $ 20,047,140      
Applied Materials, Inc.      1,065,614       11,412,726      
Broadcom Corp., Class A(1)     897,422       26,348,310      
Cypress Semiconductor Corp.(1)     52,742       890,812      
Intel Corp.      8,524,340       206,715,245      
Linear Technology Corp.      118,016       3,544,021      
Maxim Integrated Products, Inc.      223,099       5,809,498      
NVIDIA Corp.(1)     284,500       3,943,170      
Texas Instruments, Inc.      897,287       26,120,025      
Xilinx, Inc.      23,107       740,810      
 
 
            $ 305,571,757      
 
 
 
 
Software — 3.5%
 
Activision Blizzard, Inc.      846,350     $ 10,427,032      
Adobe Systems, Inc.(1)     409,776       11,584,367      
CA, Inc.      45,408       917,923      
Microsoft Corp.      3,211,454       83,369,346      
Oracle Corp.      6,882,809       176,544,051      
Symantec Corp.(1)     163,117       2,552,781      
 
 
            $ 285,395,500      
 
 
 
 
Specialty Retail — 2.9%
 
Best Buy Co., Inc.      143,633     $ 3,356,703      
Gap, Inc. (The)     89,138       1,653,510      
Home Depot, Inc. (The)     2,373,586       99,785,555      
Limited Brands, Inc.      41,877       1,689,737      
Lowe’s Companies, Inc.      655,831       16,644,991      
Orchard Supply Hardware Stores Corp., Class A(1)     19       0      
Staples, Inc.      186,233       2,586,776      
TJX Companies, Inc. (The)     1,701,405       109,825,693      
 
 
            $ 235,542,965      
 
 
 
 
Textiles, Apparel & Luxury Goods — 3.7%
 
Coach, Inc.      10,800     $ 659,232      
Hanesbrands, Inc.(1)     198,317       4,335,210      
NIKE, Inc., Class B     3,056,944       294,597,693      
VF Corp.      12,000       1,523,880      
 
 
            $ 301,116,015      
 
 
 
 
Thrifts & Mortgage Finance — 0.0%(2)
 
Tree.com, Inc.(1)     2     $ 11      
 
 
            $ 11      
 
 
 
 
Tobacco — 0.3%
 
Altria Group, Inc.      159,973     $ 4,743,200      
Philip Morris International, Inc.      231,705       18,184,208      
 
 
            $ 22,927,408      
 
 
 
 
Wireless Telecommunication Services — 0.1%
 
America Movil SAB de CV ADR, Series L     61,000     $ 1,378,600      
Sprint Nextel Corp.(1)     135,160       316,275      
Vodafone Group PLC ADR     182,074       5,103,534      
 
 
            $ 6,798,409      
 
 
     
Total Common Stocks
   
(identified cost $5,749,639,639)
  $ 7,979,039,473      
 
 
                     
                     
Preferred Stocks — 0.0%(2)
 
Security   Shares     Value      
 
 
 
Commercial Banks — 0.0%(2)
 
Wells Fargo & Co.(3)     166     $ 0      
 
 
 
Specialty Retail — 0.0%
 
Orchard Supply Hardware Stores Corp.      19     $ 0      
 
 
            $ 0      
 
 
     
Total Preferred Stocks
   
(identified cost $5,018)
  $ 0      
 
 
                     
                     
 
See notes to financial statements.
67

 

Tax-Managed Growth Portfolio December 31, 2011
Portfolio of Investments (continued)
 
                     
Rights — 0.0%(2)
 
Security   Shares     Value      
 
 
Pharmaceuticals — 0.0%(2)
 
Sanofi SA, Exp. 12/31/20(1)     6,984     $ 8,381      
 
 
     
Total Rights
   
(identified cost $16,440)
  $ 8,381      
 
 
                     
                     
Short-Term Investments — 0.9%
 
    Interest
 		           
Description   (000’s omitted)     Value      
 
 
Eaton Vance Cash Reserves Fund, LLC, 0.06%(4)   $ 70,802     $ 70,801,999      
 
 
     
Total Short-Term Investments
   
(identified cost $70,801,999)
  $ 70,801,999      
 
 
     
Total Investments — 99.7%
   
(identified cost $5,820,463,096)
  $ 8,049,849,853      
 
 
             
Other Assets, Less Liabilities — 0.3%
  $ 22,833,617      
 
 
             
Net Assets — 100.0%
  $ 8,072,683,470      
 
 
 
The percentage shown for each investment category in the Portfolio of Investments is based on net assets.
 
ADR - American Depositary Receipt
 
(1) Non-income producing security.
 
(2) Amount is less than 0.05%.
 
(3) For fair value measurement disclosure purposes, security is categorized as Level 3 (see Note 6).
 
(4) 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, 2011.
 
See notes to financial statements.
68

 

Tax-Managed Growth Portfolio December 31, 2011
Financial Statements
 
Statement of Assets and Liabilities
 
             
Assets   December 31, 2011      
 
Unaffiliated investments, at value
(identified cost, $5,749,661,097)
  $ 7,979,047,854      
Affiliated investments, at value
(identified cost, $70,801,999)
    70,801,999      
Cash
    1,078,936      
Dividends receivable
    13,978,693      
Interest receivable from affiliated investment
    3,290      
Receivable for investments sold
    9,597,076      
Tax reclaims receivable
    1,625,910      
 
 
Total assets
  $ 8,076,133,758      
 
 
             
             
 
Liabilities
 
Payable to affiliates:
           
Investment adviser fee
  $ 3,094,439      
Trustees’ fees
    12,625      
Accrued expenses
    343,224      
 
 
Total liabilities
  $ 3,450,288      
 
 
Net Assets applicable to investors’ interest in Portfolio
  $ 8,072,683,470      
 
 
             
             
 
Sources of Net Assets
 
Net proceeds from capital contributions and withdrawals
  $ 5,843,155,794      
Net unrealized appreciation
    2,229,527,676      
 
 
Total
  $ 8,072,683,470      
 
 
 
 
Statement of Operations
 
             
    Year Ended
 		     
Investment Income   December 31, 2011      
 
Dividends (net of foreign taxes, $2,757,599)
  $ 173,262,258      
Interest allocated from affiliated investment
    96,694      
Expenses allocated from affiliated investment
    (10,791 )    
 
 
Total investment income
  $ 173,348,161      
 
 
             
             
 
Expenses
 
Investment adviser fee
  $ 39,558,185      
Trustees’ fees and expenses
    50,500      
Custodian fee
    1,183,682      
Legal and accounting services
    155,853      
Miscellaneous
    152,099      
 
 
Total expenses
  $ 41,100,319      
 
 
Deduct —
           
Reduction of custodian fee
  $ 49      
 
 
Total expense reductions
  $ 49      
 
 
             
Net expenses
  $ 41,100,270      
 
 
             
Net investment income
  $ 132,247,891      
 
 
             
             
 
Realized and Unrealized Gain (Loss)
 
Net realized gain —
           
Investment transactions(1)
  $ 229,121,917      
Investment transactions allocated from affiliated investment
    3,986      
Foreign currency transactions
    50,322      
 
 
Net realized gain
  $ 229,176,225      
 
 
Change in unrealized appreciation (depreciation) —
           
Investments
  $ (294,936,383 )    
Foreign currency
    (20,441 )    
 
 
Net change in unrealized appreciation (depreciation)
  $ (294,956,824 )    
 
 
             
Net realized and unrealized loss
  $ (65,780,599 )    
 
 
             
Net increase in net assets from operations
  $ 66,467,292      
 
 
 
(1) Includes $240,241,096 of net realized gains from
redemptions in-kind.
 
See notes to financial statements.
69

 

Tax-Managed Growth Portfolio December 31, 2011
Financial Statements (continued)
 
Statements of Changes in Net Assets
 
                     
    Year Ended December 31,      
Increase (Decrease)
 
in Net Assets   2011     2010      
 
From operations —
                   
Net investment income
  $ 132,247,891     $ 127,596,430      
Net realized gain from investment transactions and foreign currency transactions
    229,176,225       232,540,068      
Net change in unrealized appreciation (depreciation) from investments and foreign currency
    (294,956,824 )     705,390,449      
 
 
Net increase in net assets from operations
  $ 66,467,292     $ 1,065,526,947      
 
 
Capital transactions —
                   
Contributions
  $ 994,922,465     $ 175,936,921      
Withdrawals
    (2,033,923,504 )     (1,675,725,915 )    
 
 
Net decrease in net assets from capital transactions
  $ (1,039,001,039 )   $ (1,499,788,994 )    
 
 
Net decrease in net assets
  $ (972,533,747 )   $ (434,262,047 )    
 
 
                     
                     
 
Net Assets
 
At beginning of year
  $ 9,045,217,217     $ 9,479,479,264      
 
 
At end of year
  $ 8,072,683,470     $ 9,045,217,217      
 
 
 
See notes to financial statements.
70

 

Tax-Managed Growth Portfolio December 31, 2011
Financial Statements (continued)
 
 
Supplementary Data
 
                                             
    Year Ended December 31,
   
    2011     2010     2009     2008     2007      
 
 
 
Ratios/Supplemental Data
 
Ratios (as a percentage of average daily net assets):
Expenses(1)
    0.48 %     0.48 %     0.47 %     0.45 %     0.44 %    
Net investment income
    1.53 %     1.43 %     1.86 %     1.84 %     1.52 %    
Portfolio Turnover
    2 %     2 %     3 %     3 %     6 %    
 
 
                                             
Total Return
    0.80 %     12.86 %     23.32 %     (32.76 )%     4.72 %    
 
 
                                             
Net assets, end of year (000’s omitted)
  $ 8,072,683     $ 9,045,217     $ 9,479,479     $ 10,602,743     $ 19,864,161      
 
 
 
(1) Excludes the effect of custody fee credits, if any, of less than 0.005%.
 
See notes to financial statements.
71

 

Tax-Managed Growth Portfolio December 31, 2011
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 Portfolio’s 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, 2011, 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 7.4%, 14.2%, 5.6%, and 1.4% respectively, in the Portfolio. In addition, an unregistered fund advised by the adviser to the Portfolio held 71.4% 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 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 or closing 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 Portfolio’s 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 obligations purchased 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 fairly reflects the security’s value, or the amount that the Portfolio might reasonably expect to receive for the security upon its current sale in the ordinary course. Each such determination is based on a consideration of relevant factors, which are likely to vary from one pricing context to another. These factors may include, but are not limited to, the type of security, the existence of any contractual restrictions on the security’s 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 company’s or entity’s financial condition, and an
 
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Tax-Managed Growth Portfolio December 31, 2011
Notes to Financial Statements (continued)
 
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 Eaton Vance Cash Reserves Fund, LLC (Cash Reserves Fund), an affiliated investment company managed by Eaton Vance Management (EVM). Cash Reserves Fund generally values its investment securities utilizing the amortized cost valuation technique in accordance with Rule 2a-7 under the 1940 Act. 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 Reserves Fund may value its investment securities in the same manner as debt obligations described above.
 
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, interest and capital gains have been provided for in accordance with the Portfolio’s understanding of the applicable countries’ tax rules and rates. Interest income is recorded on the basis of interest accrued, adjusted for amortization of premium or accretion of discount.
 
D Federal Taxes. The Portfolio has elected to be treated as a partnership for federal tax purposes. No provision is made by the Portfolio for federal or state taxes on any taxable income of the Portfolio because each investor in the Portfolio is ultimately responsible for the payment of any taxes on its share of taxable income. Since at least one of the Portfolio’s investors is a regulated investment company that invests all or substantially all of its assets in the Portfolio, the Portfolio normally must satisfy the applicable source of income and diversification requirements (under the Internal Revenue Code) in order for its investors to satisfy them. The Portfolio will allocate, at least annually among its investors, each investor’s distributive share of the Portfolio’s net investment income, net realized capital gains and any other items of income, gain, loss, deduction or credit.
 
As of December 31, 2011, the Portfolio had no uncertain tax positions that would require financial statement recognition, de-recognition, or disclosure. Each of the Portfolio’s federal tax returns filed in the 3-year period ended December 31, 2011 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 Portfolio’s custodian fees are reported as a reduction of expenses in the Statement of Operations.
 
F Foreign Currency Translation. Investment valuations, other assets, and liabilities initially expressed in foreign currencies are translated each business day into U.S. dollars based upon current exchange rates. Purchases and sales of foreign investment securities and income and expenses denominated in foreign currencies are translated into U.S. dollars based upon currency exchange rates in effect on the respective dates of such transactions. Recognized gains or losses on investment transactions attributable to changes in foreign currency exchange rates are recorded for financial statement purposes as net realized gains and losses on investments. That 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
 
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Tax-Managed Growth Portfolio December 31, 2011
Notes to Financial Statements (continued)
 
statements and the reported amounts of income and expense during the reporting period. Actual results could differ from those estimates.
 
H Indemnifications. Under the Portfolio’s organizational documents, its officers and Trustees may be indemnified against certain liabilities and expenses arising out of the performance of their duties to the Portfolio. Under Massachusetts law, if certain conditions prevail, interestholders in the Portfolio could be deemed to have personal liability for the obligations of the Portfolio. However, the Portfolio’s Declaration of Trust contains an express disclaimer of liability on the part of Portfolio interestholders and the By-laws provide that the Portfolio shall assume the defense on behalf of any Portfolio interestholder. Moreover, the By-laws also provide for indemnification out of Portfolio property of any interestholder held personally liable solely by reason of being or having been an interestholder for all loss or expense arising from such liability. Additionally, in the normal course of business, the Portfolio enters into agreements with service providers that may contain indemnification clauses. The Portfolio’s maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Portfolio that have not yet occurred.
 
2 Investment Adviser Fee and Other Transactions with Affiliates
 
The investment adviser fee is earned by Boston Management and Research (BMR), a subsidiary of EVM, as compensation for investment advisory services rendered to the Portfolio. The fee is computed at an annual rate of 0.625% of the Portfolio’s average daily net assets up to $500 million. The advisory fee 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 Portfolio invests its cash in Cash Reserves Fund. EVM does not currently receive a fee for advisory services provided to Cash Reserves Fund. For the year ended December 31, 2011, the Portfolio’s investment adviser fee amounted to $39,558,185 or 0.46% of the Portfolio’s average daily net assets.
 
Except for Trustees of the Portfolio who are not members of EVM’s or BMR’s 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, 2011, 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 $195,346,702 and $83,136,668, respectively, for the year ended December 31, 2011. In addition, investors contributed securities with a value of $18,120,479 and investments having an aggregate market value of $1,007,799,100 at dates of withdrawal were distributed in payment for capital withdrawals, during the year ended December 31, 2011.
 
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Tax-Managed Growth Portfolio December 31, 2011
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, 2011, as determined on a federal income tax basis, were as follows:
 
             
Aggregate cost
  $ 1,959,767,579      
 
 
Gross unrealized appreciation
  $ 10,001,943,230      
Gross unrealized depreciation
    (3,911,860,956 )    
 
 
Net unrealized appreciation
  $ 6,090,082,274      
 
 
 
The net unrealized appreciation on foreign currency at December 31, 2011 on a federal income tax basis was $140,919.
 
5 Line of Credit
 
The Portfolio participates with other portfolios and funds managed by EVM and its affiliates in a $600 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 0.08% 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, 2011.
 
6 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 fund’s own assumptions in determining the fair value of investments)
 
In cases where the inputs used to measure fair value fall in different levels of the fair value hierarchy, the level disclosed is determined based on the lowest level input that is significant to the fair value measurement in its entirety. The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.
 
At December 31, 2011, the hierarchy of inputs used in valuing the Portfolio’s investments, which are carried at value, were as follows:
 
                                 
Asset Description   Level 1     Level 2     Level 3     Total  
   
Common Stocks
                               
Consumer Discretionary
  $ 1,144,997,834     $ 0     $ —     $ 1,144,997,834  
Consumer Staples
    991,730,847       157,914,644       —       1,149,645,491  
Energy
    761,617,228       —       —       761,617,228  
Financials
    904,086,635       12,242,409       —       916,329,044  
Health Care
    1,059,476,129       —       —       1,059,476,129  
Industrials
    949,665,959       —       —       949,665,959  
Information Technology
    1,812,936,324       —       —       1,812,936,324  
Materials
    145,618,886       —       —       145,618,886  
Telecommunication Services
    34,122,927       —       —       34,122,927  
Utilities
    4,629,651       —       —       4,629,651  
 
 
Total Common Stocks
  $ 7,808,882,420     $ 170,157,053 *   $ —     $ 7,979,039,473  
 
 
Preferred Stocks
  $ —     $ 0     $ 0     $ 0  
Rights
    8,381       —       —       8,381  
Short-Term Investments
    —       70,801,999       —       70,801,999  
 
 
Total Investments
  $ 7,808,890,801     $ 240,959,052     $ 0     $ 8,049,849,853  
 
 
     
*
  Includes foreign equity securities whose values were adjusted to reflect market trading of comparable securities or other correlated instruments that occurred after the close of trading in their applicable foreign markets.
 
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Tax-Managed Growth Portfolio December 31, 2011
Notes to Financial Statements (continued)
 
The following is a reconciliation of Level 3 assets for which significant unobservable inputs were used to determine fair value:
 
             
    Investments in
 		     
    Preferred Stocks      
 
Balance as of December 31, 2010
  $ —      
Realized gains (losses)
    —      
Change in net unrealized appreciation (depreciation)*
    (10 )    
Cost of purchases
    —      
Proceeds from sales
    —      
Accrued discount (premium)
    —      
Transfers to Level 3**
    10      
Transfers from Level 3**
    —      
 
 
Balance as of December 31, 2011
  $ 0      
 
 
Change in net unrealized appreciation (depreciation) on investments still held as of December 31, 2011*
  $ (10 )    
 
 
     
*
  Amount is included in the related amount on investments in the Statement of Operations.
**
  Transfers are reflected at the value of the securities at the beginning of the period. Transfers to Level 3 were due to a reduction in the availability of significant observable inputs in determining the fair value of these investments.
 
All Level 3 investments held at December 31, 2011 were valued at $0.
 
At December 31, 2011, the value of investments transferred between Level 1 and Level 2, if any, during the year then ended was not significant.
 
7 Legal Proceedings
 
In November 2010, the Portfolio was named as defendant and a putative member of the proposed defendant class of shareholders in the case entitled Official Committee of Unsecured Creditors (UCC) of the Tribune Company v. FitzSimons, et al. as a result of its ownership of shares in the Tribune Company (Tribune) in 2007 when Tribune effected a leveraged buyout transaction (LBO) and was converted to a privately held company. The UCC seeks to recover payments of the proceeds of the LBO. This adversary proceeding in the Bankruptcy Court has been stayed pending further order of the Bankruptcy Court. The value of the proceeds received by the Portfolio is approximately $48,237,000 (equal to 0.60% of net assets at December 31, 2011).
 
In addition, on June 2, 2011, another group of Tribune creditors filed multiple actions involving state law constructive fraudulent conveyance claims against former Tribune shareholders. The Portfolio also has been named in one or more of these lawsuits.
 
The Portfolio cannot predict the outcome of these proceedings or the effect, if any, on the Portfolio’s net asset value. The attorneys’ fees and costs related to these actions will be expensed by the Portfolio as incurred.
 
76

 

Tax-Managed Growth Portfolio December 31, 2011
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, 2011, 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 Portfolio’s 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 Portfolio’s 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, 2011, 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, such 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, 2011, 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 23, 2012
 
77

 

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 7, 2012
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 7, 2012
         
  By:   /s/ Andrew C. Frenette    
    Andrew C. Frenette   
    Chief Financial Officer   
Date: March 7, 2012

78

 

     
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 Fund’s 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 Fund’s Amended and Restated Operating Agreement dated December 30, 2003 filed as Exhibit 3(a) to the Fund’s 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 Fund’s Amended and Restated Operating Agreement dated December 21, 2009 filed as Exhibit 3(b) to the Fund’s Report on Form 10-K for the period ended December 31, 2009 and incorporated herein by reference.
 
    
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 Fund’s 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 Fund’s 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 Fund’s 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 Fund’s 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 Fund’s 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 Fund’s 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 Fund’s Report on Form 10-K for the period ended December 31, 2007 and incorporated herein by reference.

79

 

     
Exhibit No.   Description
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 Fund’s 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 Fund’s 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 Fund’s 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 Fund’s Report on Form 10-Q for the period ended March 31, 2004 and incorporated herein by reference.
 
    
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 Fund’s 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 Fund’s 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 Fund’s 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 Fund’s 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 Fund’s Report on Form 10-Q for the period ended June 30, 2007 and incorporated herein by reference.

80

 

     
Exhibit No.   Description
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 Fund’s 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 as exhibit 4.3 to the Fund’s Report on Form 10-K for the period ended December 31, 2009 and incorporated herein by reference.
 
    
4.3 (a)
  Copy of Amendment No. 1 dated March 24, 2011 to the Master Credit Agreement dated as of December 21, 2009 among the Fund, the borrowers thereunder, Bank of America, N.A. and each of the other lenders thereunder and Bank of America, N.A. as administrative agent filed as Exhibit 4.3(a) to the Fund’s Report on Form 10-Q for the period ended March 31, 2011 and incorporated herein by reference.
 
    
4.3(b)
  Copy of Amendment No. 2 dated August 26, 2011 to the Master Credit Agreement dated as of December 21, 2009 among the Fund, the borrowers thereunder, Bank of America, N.A. and each of the other lenders thereunder and Bank of America, N.A. as administrative agent filed as Exhibit 4.3(b) to the Fund’s Report on Form 10-Q for the period ended September 30, 2011 and incorporated herein by reference.
 
    
4.3(c)
  Copy of Amendment No. 3 dated November 21, 2011 to the Master Credit Agreement dated as of December 21, 2009 among the Fund, the 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 Fund’s 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 Fund’s 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 Fund’s Report on Form 10-K for the period ended December 31, 2000 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 Fund’s Initial Registration Statement on Form 10 and incorporated herein by reference.
 
    
10(4)
  Copy of Custody and Transfer Agency Agreement between the Fund and Investors Bank & Trust Company dated August 14, 1998 filed as Exhibit 10(4) to the Fund’s Initial Registration Statement on Form 10 and incorporated herein by reference.
 
    
10(4)(a)
  Copy of Amendment dated March 29, 2005 to Custody and Transfer Agency Agreement between the Fund and Investors Bank & Trust Company filed as Exhibit 10(4)(a) to the Fund’s Report on Form 10-Q for the period ended June 30, 2005 and incorporated herein by reference.

81

 

     
Exhibit No.   Description
20(a)
  Report on Form 8-K filed electronically with the Securities and Exchange Commission on January 26, 2007 and incorporated herein by reference.
 
    
20(b)
  Report on Form 8-K filed electronically with the Securities and Exchange Commission on June 5, 2007 and incorporated herein by reference.
 
    
21
  List of Subsidiaries of the Fund filed herewith.
 
    
31.1
  Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 302 of the Sarbanes- Oxley Act of 2002 filed herewith.
 
    
31.2
  Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 302 of the Sarbanes- Oxley Act of 2002 filed herewith.
 
    
32.1
  Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes- Oxley Act of 2002 filed herewith.
 
    
32.2
  Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes- Oxley Act of 2002 filed herewith.
 
    
99.3
  Form N-CSR of Eaton Vance Tax-Managed Growth Portfolio (File No. 811-7409) for its year ended December 31, 2011 filed electronically with the Securities and Exchange Commission under the Investment Company Act of 1940 on February 25, 2012 incorporated herein by reference pursuant to Rule 12b-32.

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BELCREST CAPITAL FUND LLC Reports

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