EXHIBIT 10(2)(a)

                             BELAIR CAPITAL FUND LLC

                                 AMENDMENT NO. 1
                                       TO
                             INVESTMENT ADVISORY AND
                            ADMINISTRATIVE AGREEMENT


     THIS  AMENDMENT  NO. 1,  dated as of January  2,  2001,  to the  Investment
Advisory  and  Administrative  Agreement  dated  as of  February  6,  1998  (the
"Agreement"),  is made between the parties to the Agreement.  Capitalized  terms
used herein and not otherwise  defined have the meanings ascribed to them in the
Agreement.

     Section  2 of the  Agreement  is hereby  amended  and  restated  to read as
follows:

          Compensation of the Adviser. For the services, payments and facilities
to be  furnished  hereunder  by the  Adviser,  the Adviser  shall be entitled to
receive from the Fund in respect of each month a monthly investment advisory and
administrative  fee at the  rate of  1/20th  of 1% of the  average  daily  gross
investment  assets of the Fund,  reduced by that portion of the monthly advisory
fee for such month payable by Tax-Managed Growth Portfolio which is attributable
to the  value  of the  Fund's  investment  in  Belvedere  Capital  Fund LLC (the
"Company"). The gross investment assets on any day means the value of all assets
of the Fund other than the Fund's  investments in Belair Real Estate Corporation
minus the sum of the Fund's liabilities other than the principal amount of money
borrowed on such day. Such compensation  shall be paid monthly in arrears on the
last  business  day of each  month.  The  value of the  Fund's  assets  shall be
computed daily in accordance with the Operating Agreement. In case of initiation
or termination of this Agreement  during any month with respect to the Fund, the
fee for that month shall be based on the number of calendar days during which it
is in effect.

     Except as amended  hereby,  the terms and conditions in the Agreement shall
remain unchanged and in full force in effect.

     IN WITNESS  HEREOF,  the parties hereto have caused this Amendment No. 1 to
be executed as of the day and year first written above.


BELAIR CAPITAL FUND LLC

BY:  EATON VANCE MANAGEMENT,
      IT'S MANAGER


By:     /s/ Thomas E. Faust Jr.
        ------------------------------------
        its Executive Vice President


BOSTON MANAGEMENT AND RESEARCH


By:     /s/ Maureen Gemma
        ------------------------------------
        its Vice President