| Belrose Capital Fund LLC 255 State Street Boston, MA 02109 (617) 482-8260 |
| November 14, 2006 |
| Kevin Vaughn, Branch Chief Division of Corporation Finance U.S. Securities and Exchange Commission 450 Fifth Street, N.W., Judiciary Plaza Washington, DC 20549 |
| Dear Mr. Vaughn: |
The purpose of this letter is to respond to your comment on the Form 10-K for the year ended December 31, 2005 filed by Belrose Capital Fund LLC (the “Fund”), contained in a letter dated October 30, 2006. The comment and response are set forth below.
Before responding to the specific comment contained in your letter, we would like to thank Michael Volley for taking the time to further discuss this comment with us in a conference call on November 2nd. Our response is reflective of that discussion.
Comment 1:We note your response to comment 1.B.1 and 1.B.2 from our August 3, 2006 letter. Please revise to disclose this information on the face of the statement of assets and liabilities. Refer to footnote 23 to paragraph 7.30 of the AICPA Investment Company Guide.
Response to Comment 1:As mentioned during our conference call with Mr. Volley, the Fund offers only one class of shares to its investors with an unlimited amount of shares authorized. The Fund has disclosed the number of shares outstanding and the dollar amount in the statement of assets and liabilities in its previous filings. The Fund will revise future filings to include on the statement of assets and liabilities the number of such shares authorized. The Fund’s statement of assets and liabilities with the requested disclosure, filed in its Form 10-Q on November 9th, is attached for your reference.
Please call me with any questions at 617-598-8858. Thank you.
| Very truly yours, |
| /s/ Michelle A. Green |
| Michelle A. Green |
| cc: Michael Volley, Staff Accountant Division of Corporation Finance |
| PART I. FINANCIAL INFORMATION Item 1. Financial Statements. BELROSE CAPITAL FUND LLC Condensed Consolidated Statements of Assets and Liabilities |
| September 30, 2006 | ||||||||
| (Unaudited) | December 31, 2005 | |||||||
| Assets: | ||||||||
| Investment in Belvedere Capital Fund Company LLC | ||||||||
| (Belvedere Company) | $ | 1,869,622,324 | $ | 1,783,649,094 | ||||
| Investment in Partnership Preference Units | 172,803,969 | 185,594,116 | ||||||
| Investment in other real estate | 549,557,759 | 385,224,033 | ||||||
| Short-term investments | 5,146,000 | 4,797,347 | ||||||
| Total investments | $ | 2,597,130,052 | $ | 2,359,264,590 | ||||
| Cash | 7,100,311 | 51,271,803 | ||||||
| Distributions and interest receivable | 483,956 | 285,450 | ||||||
| Swap interest receivable | - | 68,131 | ||||||
| Open interest rate swap agreements, at value | 6,490,128 | 6,134,292 | ||||||
| Escrow deposits – restricted | 2,905,749 | 29,764,909 | ||||||
| Other assets | 3,300,477 | 5,251,863 | ||||||
| Total assets | $ | 2,617,410,673 | $ | 2,452,041,038 | ||||
| Liabilities: | ||||||||
| Loan payable – Credit Facility | $ | 424,500,000 | $ | 393,500,000 | ||||
| Mortgage notes payable | 307,491,679 | 238,850,000 | ||||||
| Payable to affiliate for investment advisory and administrative fees | 412,393 | 365,900 | ||||||
| Payable to affiliate for distribution and servicing fees | 580,095 | 572,971 | ||||||
| Notes payable to minority shareholder | 2,911,069 | 20,788,024 | ||||||
| Security deposits | 1,214,032 | 1,229,116 | ||||||
| Accrued expenses: | ||||||||
| Swap interest expense | 457,768 | - | ||||||
| Interest expense | 1,825,632 | 1,622,241 | ||||||
| Property taxes | 2,854,388 | 1,856,924 | ||||||
| Other expenses and liabilities | 2,933,425 | 2,461,869 | ||||||
| Minority interests in controlled subsidiaries | 42,410,834 | 37,783,593 | ||||||
| Total liabilities | $ | 787,591,315 | $ | 699,030,638 | ||||
| Net assets | $ | 1,829,819,358 | $ | 1,753,010,400 | ||||
| Shareholders’ Capital | $ | 1,829,819,358 | $ | 1,753,010,400 | ||||
| Shares outstanding (unlimited number of shares authorized) | 15,818,135 | 16,186,813 | ||||||
| Net asset value and redemption price per share | $ | 115.68 | $ | 108.30 | ||||
See notes to unaudited condensed consolidated financial statements
3
