GROWTH CAPITAL MASTER PORTFOLIO, LLC
(A Limited Liability Company)

Annual Report

March 31, 2010

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Growth Capital Master Portfolio, LLC
Report of Independent Registered Public Accounting Firm			1
Statement of Assets, Liabilities and Members’ Capital			2
Schedule of Investments			3
Statement of Operations			5
Statement of Changes in Members’ Capital			6
Statement of Cash Flows			7
Notes to Financial Statements			8
Supplemental Information			23

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Report of Independent Registered Public Accounting Firm

To the Board of Directors and Members of Growth Capital Master Portfolio, LLC:

We have audited the accompanying statement of assets, liabilities and members’ capital of the Growth Capital Master Portfolio, LLC (the Fund), including the schedule of investments, as of March 31, 2010, and the related statements of operations, changes in members’ capital, and cash flows for the period from July 1, 2009 (commencement of operations) to March 31, 2010. These financial statements are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements 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 the financial statements are free of material misstatement. We were not engaged to perform an audit of the Fund’s internal control over financial reporting. Our audit 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 Fund’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, and evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of March 31, 2010, by correspondence with the custodian or management of the underlying investment funds. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Growth Capital Master Portfolio, LLC at March 31, 2010, the results of its operations, changes in its members’ capital and its cash flows for the period July 1, 2009 (commencement of operations) to March 31, 2010, in conformity with U.S. generally accepted accounting principles.

Columbus, Ohio
May 28, 2010

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GROWTH CAPITAL MASTER PORTFOLIO, LLC
(A Limited Liability Company)

Statement of Assets, Liabilities and Members’ Capital
March 31, 2010

Assets
Investments in Investment Vehicles, at fair value (cost $335,907,022)		$	367,687,093
Investments in affiliated Investment Vehicles, at fair value (cost $304,094,455)			325,562,084
Investments in Mutual Funds, at fair value (cost $22,496,792)			23,191,112
Total investments (cost $662,498,269)			716,440,289
Cash and cash equivalents			12,464,381
Interest receivable			981
Prepaid contributions to Investment Vehicles			29,100,000
Receivable from investments sold			1,084,751
Prepaid expenses and other assets			70,429
Total assets		$	759,160,831
Liabilities and Members’ Capital
Contributions received in advance		$	18,187,800
Withdrawals payable			1,327,650
Administration fees payable			137,056
Accounts payable and accrued expenses			301,994
Total liabilities			19,954,500
Members’ capital			739,205,257
Managing member’s capital			1,074
Total members’ capital			739,206,331
Total liabilities and members’ capital		$	759,160,831
Members’ Capital
Represented by:
Net capital contributions		$	685,264,311
Accumulated net unrealized appreciation/(depreciation) from investments and affiliated investments			53,942,020
		$	739,206,331

 
 
See accompanying notes to financial statements.

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GROWTH CAPITAL MASTER PORTFOLIO, LLC
(A Limited Liability Company)

Schedule of Investments
March 31, 2010

		Acquisition Date				Cost				Shares				Fair Value				% of Members’ Capital
Investments in Investment Vehicles (93.78% of Members’ Capital)
Credit Strategies (12.07% of Members’ Capital)
Long-Short Credit
Brigade Leveraged Capital Structures Fund, LP			7/1/2009			$	21,276,137							$	24,547,921				3.32	%
Caspian Capital Partners, L.P. (1)			7/1/2009				10,521,375								12,339,466				1.67	%
Caspian Capital Partners, L.P., SIV			7/1/2009				1,804,788								2,099,581				0.28	%
GSO Special Situations Fund, LP			7/1/2009				8,920,999								11,121,935				1.51	%
Litespeed Partners, LP (1)			7/1/2009				18,513,677								22,278,021				3.01	%
Mariner Opportunities Fund, L.P.			7/1/2009				3,353,051								3,313,233				0.45	%
Total Long-Short Credit															75,700,157
Mortgage Related
Tricadia Distressed and Special Situations Fund, L.P.			7/1/2009				11,966,141								13,535,883				1.83	%
Total Credit Strategies															89,236,040
Equity Strategies (44.42% of Members’ Capital)
Long-Short Asia
East of Suez Fund			7/1/2009				12,269,921				399,932				12,317,913				1.67	%
Penta Asia Domestic Partners, LP			7/1/2009				16,172,769								18,768,085				2.54	%
Total Long-Short Asia															31,085,998
Long-Short Emerging
Sansar Capital Special Opportunity Fund, L.P.(1)			7/1/2009				7,073,268								10,516,010				1.42	%
Long-Short Global
Orange Capital Domestic I, LP(1)			7/1/2009				18,917,474								21,254,836				2.87	%
Long-Short Sector
Algebris Global Financials Fund, LP(1)			7/1/2009				22,473,933								23,676,315				3.20	%
Long-Short Non-U.S.
Parvus European Absolute Opportunities Fund, LP(1)			7/1/2009				13,175,244								17,829,759				2.41	%
The Alphagen Octanis Fund Limited – Class A			7/1/2009				18,602,438				98,684				18,811,955				2.54	%
Total Long-Short Non-U.S.															36,641,714
Long-Short U.S.
Greenlight Capital Qualified, L.P.			7/1/2009				59,835,763								65,121,266				8.81	%
P2 Capital Fund, L.P.(1)			7/1/2009				7,418,858								9,733,493				1.32	%
P2 Capital II Fund, L.P.(2)			7/1/2009				9,162,957								11,878,920				1.61	%
Total Long-Short U.S.															86,733,679
Low Net U.S.
Axial Capital Institutional, LP(1)			7/1/2009				56,314,302								46,063,919				6.23	%
Marble Arch QP Partners, LP(1)			7/1/2009				12,122,826								16,621,932				2.25	%
Soundpost Capital, LP(1)			7/1/2009				23,827,161								25,197,557				3.41	%
Spring Point Opportunity Partners, L.P.			7/1/2009				13,315,122								13,963,952				1.89	%
Total Low Net U.S.															101,847,360
Low Net Sector
Dundonald Fund I, LP			7/1/2009				11,427,152								11,244,133				1.52	%
Durban Capital, LP(1)			7/1/2009				5,253,590								5,363,101				0.73	%
Total Low Net Sector															16,607,234
Total Equity Strategies															328,363,146
Global Trading (7.44% of Members’ Capital)
Energy
BlueGold Global Fund, LP(1)			7/1/2009				19,606,512								19,732,388				2.67	%
Global Macro
Abbey Capital Macro Fund(1)			10/1/2009				17,500,000				155,080				17,572,657				2.38	%
Managed Futures
ACL Alternative Fund Limited			10/1/2009				17,500,000				68,727				17,714,047				2.39	%
Total Global Trading															55,019,092

 
 
See accompanying notes to financial statements.

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GROWTH CAPITAL MASTER PORTFOLIO, LLC
(A Limited Liability Company)

Schedule of Investments — (continued)
March 31, 2010

		Acquisition Date				Cost				Shares				Fair Value				% of Members’ Capital
Investments in Investment Vehicles (continued)
Multi-Strategy (20.60% of Members’ Capital)
D.E. Shaw Composite Fund L.L.C.			7/1/2009				42,116,119							$	44,749,983				6.06	%
Elliott Associates, L.P.			7/1/2009				68,478,673								77,896,764				10.54	%
Skybridge Capital Partners, L.P.			7/1/2009				2,799,155								3,104,014				0.42	%
Taconic Opportunity Fund, L.P.			7/1/2009				23,268,775								26,489,519				3.58	%
Total Multi-Strategy															152,240,280
Special Situations (9.25% of Members’ Capital
Environmental
Lyrical Calhoun Partners, LP(2)			7/1/2009				35,437,853								34,789,331				4.71	%
Mortgage Related
Tourmalet Matawin Fund, LP			7/1/2009				1,017,227								1,087,370				0.15	%
Private Investment
BCC MOI, LP(1)			7/1/2009				245,167								25,000				0.00	%
BI Holdings, L.P.			7/1/2009				411,784								428,741				0.06	%
Fox & Hound Holdings, LP			7/1/2009				945,585								945,480				0.13	%
Pinnacle Frames Holdings, LP			7/1/2009				425,423								425,318				0.05	%
Total Private Investment															1,824,539
Reinsurance
Newcastle Special Opportunity Fund V LP(2)			7/1/2009				26,530,258								30,689,379				4.15	%
Total Special Situations															68,390,619
Total Investments in Investment Vehicles (Cost $640,001,477)															693,249,177
Investments in Mutual Funds (3.14% of Members’ Capital)
Credit Strategies (2.03% of Members’ Capital)
Long-Short Credit
Iron Strategic Income Fund(3)											1,271,239				15,013,334				2.03	%
Total Credit Strategies															15,013,334
Equity Strategies (1.11% of Members’ Capital)
Fundamental Long Bias
Auer Growth Fund											1,269,841				8,177,778				1.11	%
Total Equity Strategies															8,177,778
Total Investments in Mutual Funds (Cost $22,496,792)															23,191,112
Total Investments (96.92% of Members’ Capital) (Cost $662,498,269)															716,440,289
Other Assets in Excess of Liabilities (3.08% of Members’ Capital)															22,766,042
Total Members’ Capital (100%)														$	739,206,331

For certain Investment Vehicles for which the Master Portfolio has a capital commitment, the Master Portfolio may be allocated its pro-rata share of expenses prior to having to fund a capital call for such expenses. As of March 31, 2010, the Master Portfolio had outstanding capital commitments of $3,000,000.

All securities are non-income producing unless noted otherwise.

Refer to Note 5, Investments in Portfolio Securities, for information regarding the liquidity of the Master Portfolio’s investments.

SIV – Structured Investment Vehicle

 
 
See accompanying notes to financial statements.

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GROWTH CAPITAL MASTER PORTFOLIO, LLC
(A Limited Liability Company)

Statement of Operations
For the Period Ended March 31, 2010*

Investment income:
Dividend income		$	364,529
Interest income			12,645
Total investment income			377,174
Expenses:
Administration fees			411,816
Directors fees			241,125
Audit fees			85,000
Insurance expense			202,002
Legal expense			458,834
Organization expense			229,675
Tax fees			140,759
Other expenses			123,604
Total expenses			1,892,815
Administration fees waived			(30,000	)
Net expenses			1,862,815
Net investment loss			(1,485,641	)
Net realized and unrealized gain (loss) from investments and affiliated investments:
Net realized loss from investments			(4,450,799	)
Change in unrealized appreciation/(depreciation) from investments			32,474,391
Change in unrealized appreciation/(depreciation) from affiliated investments			21,467,629
Net realized and unrealized gain from investments and affiliated investments			49,491,221
Net increase in members’ capital resulting from operations		$	48,005,580

 
 
See accompanying notes to financial statements.

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GROWTH CAPITAL MASTER PORTFOLIO, LLC
(A Limited Liability Company)

Statement of Changes in Members’ Capital
For the Period Ended March 31, 2010*

		Members				Managing Member				Total
Members’ capital at July 1, 2009		$	—			$	—			$	—
Increase (decrease) from members’ capital transactions:
Contributions received in-kind			518,960,763				—				518,960,763
Contributions			192,400,645				1,000				192,401,645
Withdrawals			(20,161,657	)			—				(20,161,657	)
Net increase in members’ capital from capital transactions			691,199,751				1,000				691,200,751
Increase (decrease) in members’ capital resulting from operations:
Net investment loss			(1,485,641	)			—				(1,485,641	)
Net realized loss from investments			(4,450,792	)			(7	)			(4,450,799	)
Change in unrealized appreciation/(depreciation) from investments and affiliated investments			53,941,939				81				53,942,020
Net increase in members’ capital resulting from operations			48,005,506				74				48,005,580
Members’ capital at March 31, 2010		$	739,205,257			$	1,074			$	739,206,331

 
 
See accompanying notes to financial statements.

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GROWTH CAPITAL MASTER PORTFOLIO, LLC
(A Limited Liability Company)

Statement of Cash Flows
For the Period Ended March 31, 2010*

Cash flows from operating activities:
Net increase in members’ capital resulting from operations		$	48,005,580
Adjustments to reconcile net increase in members’ capital resulting from operations to net cash used in operating activities:
Purchases of/contributions to investments			(212,231,428	)
Proceeds from disposition of/withdrawal from investments			64,243,123
Amortization of offering costs			11,045
Net realized loss from investments			4,450,799
Change in unrealized appreciation/(depreciation) from investments and affiliated investments			(53,942,020	)
Increase in interest receivable			(981	)
Increase in prepaid contributions to Investment Vehicles			(29,100,000	)
Increase in receivable from investments sold			(1,084,751	)
Increase in prepaid expenses and other assets			(81,474	)
Increase in administration fees payable			137,056
Increase in accounts payable and accrued expenses			301,994
Net cash used in operating activities			(179,291,057	)
Cash flows from financing activities:
Proceeds from contributions			210,589,445
Payments for withdrawals			(18,834,007	)
Net cash provided by financing activities			191,755,438
Net increase in cash and cash equivalents			12,464,381
Cash and cash equivalents at beginning of period			—
Cash and cash equivalents at end of period		$	12,464,381
Supplemental schedule of non-cash investment and financing activity:
Investments received from in-kind contributions		$	518,960,763

 
 
See accompanying notes to financial statements.

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GROWTH CAPITAL MASTER PORTFOLIO, LLC
(A Limited Liability Company)
  
Notes to Financial Statements
March 31, 2010

(1) Organization

Growth Capital Master Portfolio, LLC (the “Master Portfolio”) is a limited liability company organized under the laws of the State of Delaware on May 1, 2009. The Master Portfolio is registered with the Securities and Exchange Commission (“SEC”) as a non-diversified, closed-end management company under the Investment Company Act of 1940, as amended (the “1940 Act”), and commenced operations on July 1, 2009 (“Inception”). The Master Portfolio is the master fund in a master-feeder structure in which there are currently two feeder funds that are registered with the SEC under the 1940 Act and one feeder fund that is a limited duration company organized under Cayman law (Growth Capital Cayman Portfolio, LDC) and is used for investments in the Master Portfolio made by non-U.S. investors.

On July 1, 2009, two of the feeder funds transferred investments in-kind at value to the Master Portfolio in an exchange for interests. Immediately preceding this transaction, these investments, with an estimated value at the date of transfer of $518,960,763, were transferred in-kind to the feeder funds from two hedge funds managed by GenSpring Family Offices, LLC for its family office clients.

Under Delaware law and the Master Portfolio Limited Liability Company Agreement (the “LLC Agreement”), each member will be liable for the debts, obligations and liabilities of the Master Portfolio only to the extent of any contributions to the capital of the Master Portfolio (plus any accretions in value thereto) and a member, in the sole discretion of the Board (as hereinafter defined), may be obligated to return to the Master Portfolio amounts distributed to the member in accordance with the LLC Agreement in certain circumstances where after giving effect to the distribution, certain liabilities of the Master Portfolio exceed the fair market value of the Master Portfolio’s assets.

The Master Portfolio’s investment objective is to achieve growth of capital. The Master Portfolio seeks to achieve its investment objective by allocating assets and investing in a diversified portfolio of private investment companies, typically referred to as hedge funds, and closed-end registered investment companies (each an “Investment Vehicle” and collectively, “Investment Vehicles”), open-end registered investment companies, exchange-traded funds, or segregated managed accounts. The Master Portfolio may also invest directly in equity securities, fixed income securities, mortgage-backed and asset-backed securities, foreign investments and derivatives.

The Board of Directors (the “Board”) has overall responsibility for the management and supervision of the operations of the Master Portfolio. Under the supervision of the Board, GenSpring, a Florida limited liability company and majority-owned subsidiary of SunTrust Banks, Inc. (a financial holding company), oversees the management of the day-to-day operations of the Master Portfolio.

GenSpring is the managing member of, and adviser to, the Master Portfolio (the ”Managing Member” or “Adviser”). The Adviser is registered with the SEC as an investment adviser under the Investment Advisers Act of 1940, as amended. Under an investment advisory agreement with the Master Portfolio (the “Advisory Agreement”), the Adviser is responsible for developing, implementing, and supervising the Master Portfolio’s investment program, under the supervision of the Board.

Under the Master Portfolio’s organizational documents and private placement memorandum (“PPM”), the Master Portfolio’s officers and directors and the Adviser are indemnified against certain liabilities arising out of the performance of their duties and responsibilities with respect to the Master Portfolio. In the normal course of business, the Master Portfolio enters into contracts with service providers, which also provide for indemnifications by the Master Portfolio for certain liabilities arising out of their duties and responsibilities for the Master Portfolio. The Master Portfolio’s maximum exposure under these arrangements is unknown, as this would involve any future potential claims that may be made against the Master Portfolio. However, based on experience, the Managing Member expects the risk of loss to be remote. In addition, the Master Portfolio has purchased a Directors and Officers Errors and Omissions insurance policy, which is designed to provide insurance coverage for errors and omissions and other liabilities arising out of the performance of the Master Portfolio’s officers and directors duties and responsibilities for the Master Portfolio. In addition, the Adviser has similar insurance coverage for its errors and omissions and other liabilities arising out of its duties and responsibilities for the Master Portfolio.

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 GROWTH CAPITAL MASTER PORTFOLIO, LLC
(A Limited Liability Company)
  
Notes to Financial Statements, continued
March 31, 2010

(2) Summary of Significant Accounting Policies and Practices

(a) Basis of Accounting

The accounting and reporting policies of the Master Portfolio conform with U.S. generally accepted accounting principles (“GAAP”).

(b) Cash Equivalents

The Master Portfolio considers all unpledged temporary cash with a maturity date at the time of purchase of three months or less to be cash equivalents.

(c) Investment Securities Transactions

The Master Portfolio records securities transactions on a trade-date basis.

Generally, the investments in Investment Vehicles are recorded whereby the Master Portfolio records the investment at its acquisition cost and adjusts for additional contributions to or withdrawals from the Investment Vehicles. Distributions from Investment Vehicles, if any, will be classified as investment income or realized gains in the Statement of Operations, or alternatively, as a decrease to the cost of the investments based on the characteristics of the distribution if such information is available. In cases where the characteristics of a distribution from an Investment Vehicle are not available, such distribution will be classified as investment income.

Realized gains and losses on investments, including Investment Vehicles, are calculated using the specific lot identification method to determine cost.

(d) Valuation of Investments

The valuation of the Master Portfolio’s investments is determined as of the last business day of each month by the Valuation Committee. The valuation procedures of the Master Portfolio with respect to the valuation of its underlying investments are considered by the Valuation Committee that was established to determine the valuation of the Master Portfolio’s underlying investments.

Investments held and valued by the Master Portfolio are as follows:

The Adviser will also consider terms and conditions of the Master Portfolio’s agreement with the respective Investment Vehicle and other market considerations that may affect its fair value to determine whether it is appropriate to adjust the reported value to reflect estimated fair value. Generally, the estimated fair value of the Master Portfolio’s interest in an Investment Vehicle will

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 GROWTH CAPITAL MASTER PORTFOLIO, LLC
(A Limited Liability Company)
  
Notes to Financial Statements, continued
March 31, 2010

represent the amount that the Adviser believes it could reasonably expect to receive from an Investment Vehicle if the Master Portfolio’s interest were redeemed at the time of valuation, based on information reasonably available at the time the valuation is made and that the Adviser believes to be reliable. Because of the inherent uncertainty of valuation, this estimated fair value may differ from the value that would have been used had a ready market for the investments in Investment Vehicles existed and such differences may be material.

Investment Vehicles held by the Master Portfolio and other investments made by the Master Portfolio may utilize various types of investments and investment strategies, including those described below. The Master Portfolio did not invest directly in these investments during the current fiscal year.

Generally, fixed income and other debt securities are valued using a third-party pricing system, agent, or dealer selected by the Adviser, which may include the use of valuations furnished by a pricing service that employs matrix pricing techniques. The Board oversees the Adviser’s process for monitoring the reasonableness of valuations provided by any such pricing service. Debt securities with remaining maturities of 60 days or less will generally be valued at amortized cost, so long as the Board determines that such valuations represent fair value.

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 GROWTH CAPITAL MASTER PORTFOLIO, LLC
(A Limited Liability Company)
  
Notes to Financial Statements, continued
March 31, 2010

(e) Derivative Instruments and Hedging Activities

The Master Portfolio may purchase or sell options and enter into swap agreements as part of a strategy to create investment exposure consistent with the Master Portfolio’s investment objectives. For the period July 1, 2009 through March 31, 2010, the Master Portfolio had no direct derivative activity.

(f) Foreign Currency Translation

The books and records of the Master Portfolio are maintained in U.S. dollars. Foreign currency amounts are translated into U.S. dollars on the following basis: (i) fair value of investment securities, other assets and liabilities at the rate of exchange as of the reporting date; and (ii) purchases and sales of investment securities, income and expenses at the relevant rates of exchange prevailing on the respective dates of such transactions. The Master Portfolio does not isolate the portion of operations resulting from changes in foreign exchange rates on investments from fluctuations arising from changes in market prices of securities held. Such fluctuations are included with the net realized and unrealized gain or loss from investments and foreign currency contracts. For the period July 1, 2009 through March 31, 2010, the Master Portfolio had no foreign currency activity.

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 GROWTH CAPITAL MASTER PORTFOLIO, LLC
(A Limited Liability Company)
  
Notes to Financial Statements, continued
March 31, 2010

(g) Investment Income

For investments in securities and mutual funds, dividend income is recorded on the ex-dividend date, net of withholding taxes (where applicable). Interest income is recorded as earned on the accrual basis and includes amortization or accretion of premiums or discounts.

(h) Expenses

Unless otherwise voluntarily or contractually assumed by the Adviser or another party, the Master Portfolio bears all expenses incurred in its business, including but not limited to, the following: all costs and expenses related to investment transactions and positions for the Master Portfolio; administrative expenses and fees, transfer agency expenses and fees, legal fees; accounting, auditing and tax preparation fees; recordkeeping and custodial fees; costs of computing the Master Portfolio’s net asset value; fees for data and software providers; research expenses; costs of insurance; registration expenses; certain offering costs; expenses of meetings of the members; directors fees; all costs with respect to communications to members; transfer taxes, offshore withholding tax and taxes withheld on non-U.S. dividends; and other types of expenses as may be approved from time to time by the Board.

Offering costs are amortized over a 12-month period or less from the date they are incurred. Organization costs are expensed in the period in which they were incurred.

The Investment Vehicles bear various expenses in connection with their operations similar to those incurred by the Master Portfolio. The Investment Vehicles are managed by various investment managers who generally assess asset-based fees to and receive performance-based fees from the Investment Vehicles, which effectively reduce the investment return of the Investment Vehicles. These expenses and fees of the Investment Vehicles that are paid by their investors may be significant and are in addition to those incurred by the Master Portfolio itself and will not have any impact on the expense ratios presented in the financial highlights of the Master Portfolio.

(i) Income Taxes

The Master Portfolio is organized and operated as a limited liability company and is treated as a partnership for federal income tax purposes, and therefore is not subject to income taxes as a separate entity. Such taxes are the responsibility of the individual members. Accordingly, no provision for income taxes has been made in the Master Portfolio’s financial statements. The Master Portfolio may serve as withholding agent for U.S. offshore withholding tax for its offshore feeder fund.

The Managing Member has evaluated the tax positions expected to be taken in the course of preparing the Master Portfolio’s tax returns to determine whether the tax position will “more-likely-than-not” be sustained by the Master Portfolio upon challenge by the applicable tax authority. Tax positions not deemed to meet the more-likely-than-not threshold and that would result in a tax benefit or expense to the Master Portfolio are recorded as a tax benefit or expense. For the period July 1, 2009 through March 31, 2010, the Master Portfolio did not recognize any amounts for unrecognized tax benefits. A reconciliation of unrecognized tax benefits is not provided herein, as the beginning and ending amounts are zero, with no interim additions, reductions or settlements. Tax positions to be taken for the period ended March 31, 2010 are open under the statute of limitations (generally three years for federal income tax purpose) and will be subject to examination by tax authorities.

(j) Use of Estimates

The preparation of the financial statements in accordance with GAAP requires management to make estimates and assumptions relating to the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reporting period. Actual results, including the ultimate amount realized upon the sale of investments valued at estimated fair value, could differ from those estimates, and such differences may be material.

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 GROWTH CAPITAL MASTER PORTFOLIO, LLC
(A Limited Liability Company)
  
Notes to Financial Statements, continued
March 31, 2010

(k) Recently Issued Accounting Pronouncements

In January 2010, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update 2010 – 06 to ASC 820 – 10, “Fair Value Measurements and Disclosures – Overall” (“ASU 2010 – 06”). ASU 2010 – 06 requires the disclosure of input and valuation techniques used to measure fair value for both recurring and nonrecurring fair value measurements for Level 2 and Level 3 positions. (Refer to Note 3, Fair Value Measurements, below.) In addition, transfers between all levels must be disclosed, including the reasons for the transfers. Purchases, sales, issuances, and settlements in the Level 3 rollforward must be disclosed on a gross basis. The amendment is effective for interim and annual reporting periods beginning after December 15, 2009, while disclosures about purchases, sales, issuances, and settlements in the Level 3 rollforward of activity is effective for interim and fiscal periods beginning after December 15, 2010. Management is currently evaluating the impact this amendment will have on the Master Portfolio’s financial statements and related disclosures.

(3) Fair Value Measurements

The inputs used to determine the fair value of the Master Portfolio’s investments are summarized in the three broad levels listed below:

The inputs or methodology used to value investments are not necessarily an indication of the risk associated with investing in those securities.

When determining the fair value of the Master Portfolio’s investments, additional consideration is given to those assets or liabilities that have experienced a decrease in volume or level of activity or have identified circumstances that indicate that a transaction is not orderly.

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 GROWTH CAPITAL MASTER PORTFOLIO, LLC
(A Limited Liability Company)
  
Notes to Financial Statements, continued
March 31, 2010

The following is a summary categorization as of March 31, 2010, of the Master Portfolio’s investments based on the level of inputs utilized in determining the value of such investments:

		Level 1				Level 2				Level 3
		Investment Securities				Investment Vehicles				Investment Vehicles				Total Investments
Investments
Credit Strategies
Long-Short Credit		$	15,013,334			$	34,617,487			$	41,082,670			$	90,713,491
Mortgage Related			—				—				13,535,883				13,535,883
Equity Strategies
Long-Short Asia			—				31,085,998				—				31,085,998
Long-Short Emerging			—				10,516,010				—				10,516,010
Long-Short Global			—				—				21,254,836				21,254,836
Long-Short Sector			—				—				23,676,315				23,676,315
Long-Short Non-U.S.			—				17,829,759				18,811,955				36,641,714
Long-Short U.S.			—				65,121,266				21,612,413				86,733,679
Low Net U.S.			—				13,963,952				87,883,408				101,847,360
Low Net Sector			—				11,244,133				5,363,101				16,607,234
Fundamental Long Bias			8,177,778				—				—				8,177,778
Global Trading
Energy			—				—				19,732,388				19,732,388
Global Macro			—				17,572,657				—				17,572,657
Managed Futures			—				17,714,047				—				17,714,047
Multi-Strategy
Multi-Strategy			—				77,896,764				74,343,516				152,240,280
Special Situations
Environmental			—				—				34,789,331				34,789,331
Mortgage Related			—				—				1,087,370				1,087,370
Private Investment			—				—				1,824,539				1,824,539
Reinsurance			—				—				30,689,379				30,689,379
Total Investments		$	23,191,112			$	297,562,073			$	395,687,104			$	716,440,289

The categorization of investments amongst Levels 1 through 3 does not reflect the fact that some of the underlying investments held by the Investment Vehicles included in Level 3, if owned directly by the Master Portfolio, might be classified as Level 1 investments.

For each Level 3 investment, some or all of the following may have been used to determine fair value: market conditions, liquidity, and security type. For investments in private investment companies and direct private investments, additional data regarding the operations and financial conditions of the investment, including monthly financial reports, are considered. In the case of investments having lock-ups or suspension of withdrawal rights under certain circumstances, additional consideration is given to these restrictions in the determination of fair value.

TABLE OF CONTENTS

 GROWTH CAPITAL MASTER PORTFOLIO, LLC
(A Limited Liability Company)
  
Notes to Financial Statements, continued
March 31, 2010

The following is a reconciliation of Level 3 investments for which significant unobservable inputs were used to determine fair value:

		Investment Vehicles
		Balance as of June 30, 2009				Contributions Received In-kind				Net Purchases (Sales)				Transfers In/Out				Net Realized Gain (Loss)				Change in Unrealized Appreciation/ Depreciation				Balance as of March 31, 2010
Investment Vehicles
Credit Strategies
Long-Short Credit		$	—			$	43,120,049			$	(7,927,975	)		$	—			$	162,901			$	5,727,695			$	41,082,670
Mortgage Related			—				15,123,739				(3,470,539	)			—				312,941				1,569,742				13,535,883
Equity Strategies
Long-Short Asia			—				9,864,697				(8,668,125	)			—				(1,196,572	)			—				—
Long-Short Global			—				19,663,312				(155,881	)			—				(589,957	)			2,337,362				21,254,836
Long-Short Sector			—				22,473,933				—				—				—				1,202,382				23,676,315
Long-Short Non-U.S.			—				5,602,438				13,000,000				—				—				209,517				18,811,955
Long-Short U.S.			—				16,581,815				—				—				—				5,030,598				21,612,413
Low Net U.S.			—				53,564,289				38,700,000				—				—				(4,380,881	)			87,883,408
Low Net Sector			—				153,590				5,100,000				—				—				109,511				5,363,101
Short Biased			—				20,440,098				(16,226,238	)			—				(4,213,860	)			—				—
Global Trading
Energy			—				4,606,512				15,000,000				—				—				125,876				19,732,388
Multi-Strategy
Multi-Strategy			—				70,778,288				(2,737,763	)			—				143,524				6,159,467				74,343,516
Special Situations
Environmental			—				10,437,853				25,000,000				—				—				(648,522	)			34,789,331
Mortgage Related			—				974,727				42,500				—				—				70,143				1,087,370
Private Investment			—				2,027,959				—				—				—				(203,420	)			1,824,539
Reinsurance			—				26,530,258				—				—				—				4,159,121				30,689,379
Total Investment Vehicles		$	—			$	321,943,557			$	57,655,979			$	—			$	(5,381,023	)		$	21,468,591			$	395,687,104

The net realized gain (loss) and change in unrealized appreciation/(depreciation) in the table above are reflected in the accompanying Statement of Operations.

In September 2009, FASB issued Accounting Standards Update 2009 – 12 to Accounting Standards Codification (“ASC”) 820-10-35, “Investments in Certain Entities that Calculate Net Asset Value Per Share (Or its Equivalent)” (“ASU 2009 – 12”), which became effective for interim and annual periods ending after December 15, 2009. ASU 2009 – 12 permits a reporting entity to measure the fair value of an investment that does not have a readily determinable fair value, based on the net asset value per share (the “NAV”), or its equivalent such as ownership interest in partners’ capital or members’ capital of the investment as of the reporting date as a practical expedient, without further adjustment, unless it is probable that the investment will be sold at a value significantly different than the NAV. ASU 2009 – 12 applies only to investments in alternative investment entities that calculate NAV consistent with measurement principles in ASC 946 “Financial Services — Investment Companies”, i.e. entities that measure investments at fair value on a recurring basis. In using the NAV as a practical expedient, certain attributes of the investment that may impact the fair value of the investment, are not considered in measuring fair value. Attributes of those investments include, but are not limited to, restrictions on the investor’s ability to redeem its investments at the measurement date and any unfunded commitments, and the investment strategies of the investees. The Master Portfolio has invested in alternative investments that do not have a readily determinable fair value, and as such, has elected to use the NAV as a practical expedient. The

TABLE OF CONTENTS

 GROWTH CAPITAL MASTER PORTFOLIO, LLC
(A Limited Liability Company)
  
Notes to Financial Statements, continued
March 31, 2010

Master Portfolio has adopted the provisions of ASU 2009 – 12 and a listing of such investments held by the Master Portfolio and their attributes as of March 31, 2010, are shown in the table below.

Investment Category

Investment Strategy

Fair Value (in 000’s)

Unfunded Commitments (in 000’s)

Remaining Life

Redemption Frequency*

Notice Period (in Days)*

Redemption Restrictions and Terms*

Credit Strategies(a)

Long and short positions in fixed income and other debt securities of both U.S. and non-U.S. issuers.

$ 89,236

$—

N/A

Quarterly –  Annual

45 – 90 days

0 – 1 years; 5% – 25% limits on soft locks

Equity Strategies(b)

Long and short positions in common stocks, preferred stocks and convertible securities issued by U.S. companies.

328,363

—

N/A

Monthly –  Annual

30 – 90 days

0 – 1 years; 3 year rolling lock; up to 5% redemption fee

Global Trading(c)

Publicly traded equity securities issued by non-U.S. companies.

55,019

—

N/A

Daily –  Monthly

3 – 90 days

0 – 2 years

Multi-Strategy(d)

Seek to deliver consistently positive returns, regardless of the directional movement of markets, through the use of multiple strategies to smooth returns and reduce volatility.

152,240

—

N/A

Quarterly –  Semi-Annual

45 – 90 days

2 – 3 years; maximum with drawal per quarter up to 6.25%

Special Situations(e)(f)

Seek to profit from changes in the prices of securities of companies facing major corporate events, such as mergers, acquisitions, restructurings, spin-offs and significant litigation.

68,391

3,000

N/A

Quarterly –  Annual

70 – 90 days

1 – 5 years; approximately 3% is illiquid

$ 693,249

$ 3,000

For each of the categories below (except where noted), the fair value of the Investment Vehicles has been estimated using the net asset value of the Investment Vehicles.

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 GROWTH CAPITAL MASTER PORTFOLIO, LLC
(A Limited Liability Company)
  
Notes to Financial Statements, continued
March 31, 2010

(4) Members’ Capital

(a) Issuance of Interests

Upon receipt from an eligible investor of an initial or additional application for interests (“Interests”), which are generally accepted as of the first day of each month, the Master Portfolio issues new Interests. The minimum initial investment is $100,000 and all issuances are subject to the receipt of payment in the full amount of the subscription no later than at the close of business on the third business day prior to the applicable subscription date. The Interests have not been registered under the Securities Act of 1933, as amended (the ”Securities Act”), or the securities laws of any state. The Master Portfolio issues Interests only in private placement transactions in accordance with Regulation D (or other applicable exemptions under the Securities Act) and similar provisions under state securities laws. No public market exists for the Interests, and none is expected to develop. The Master Portfolio is not required, and does not intend, to hold annual meetings of its members. The Interests are subject to substantial restrictions on transferability and resale and may not be transferred or resold except as permitted under the Master Portfolio’s limited liability company agreement and as described in the Master Portfolio’s PPM.

The Master Portfolio reserves the right to reject any applications for Interests. The $18,187,800 in Contributions received in advance as of March 31, 2010 represent contributions for the Master Portfolio’s Interests received prior to the April 1, 2010 closing.

(b) Allocation of Profits and Losses

For each fiscal period, generally monthly, net profits or net losses of the Master Portfolio are allocated among and credited to or debited against the capital accounts of all members as of the last day of each fiscal period in accordance with the members’ respective capital account ownership percentage for the fiscal period. Net profits or net losses are measured as the net change in the value of the members’ capital of the Master Portfolio, including any net change in unrealized appreciation or depreciation of investments and income, net of expenses, and realized gains or losses during a fiscal period. Net profits or losses are allocated after giving effect for any initial or additional applications for Interests, which generally occur at the beginning of the month, or any repurchases of Interests.

(c) Repurchase of Interests

It is expected that members will be provided with the opportunity to have all or any portion of their Interests repurchased by the Master Portfolio on a semi-annual basis. Each such repurchase offer may be limited and will generally apply to 5% to 25% of the Master Portfolio’s members’ capital. However, no member will have the right to require the Master Portfolio to redeem its Interest. The Board, in its sole discretion, may elect to postpone, suspend or terminate an offer to repurchase Interests. Under the policies and procedures that govern repurchase offers by the Master Portfolio, there will be a substantial period of time between the date as of which members must tender their Interests for repurchase and the date they can expect to receive payment for their Interests from the Master Portfolio.

TABLE OF CONTENTS

 GROWTH CAPITAL MASTER PORTFOLIO, LLC
(A Limited Liability Company)
  
Notes to Financial Statements, continued
March 31, 2010

(5) Investments in Portfolio Securities

(a) Investment Activity

As of March 31, 2010, the Master Portfolio’s investments were primarily in Investment Vehicles. The $29,100,000 in Prepaid contributions to Investment Vehicles as of March 31, 2010 represents advance funding of investments in such Investment Vehicles to be effective April 1, 2010. The agreements related to investments in Investment Vehicles provide for compensation to the Investment Vehicles’ managers/managing members or advisers in the form of management fees ranging from 1% to 2.5% of net assets annually. In addition, many Investment Vehicles also provide for performance incentive fees/allocations ranging from 10% to 20% of an Investment Vehicle’s net profits, although it is possible that such ranges may be exceeded for certain Investment Managers.

For the period July 1, 2009 through March 31, 2010, the aggregate cost of purchases and proceeds from sales/withdrawals of investments were $201,155,050 and $52,236,524, respectively.

The cost of the Master Portfolio’s underlying investments for Federal income tax purposes is adjusted for items of taxable income allocated to the Master Portfolio from such investments. The allocated taxable income is generally reported to the Master Portfolio by its underlying investments on Schedule K-1, Forms 1099 or PFIC statements. The underlying investments generally do not provide the Master Portfolio with tax reporting information until well after year end and as a result, the Master Portfolio is unable to calculate the year end tax cost of its investments until after year end, when the Master Portfolio tax return is complete. The Master Portfolio’s book cost of investments as of March 31, 2010 was $662,498,269, resulting in accumulated net unrealized appreciation of $53,942,020 consisting of $65,284,140 in gross unrealized appreciation and $11,342,120 in gross unrealized depreciation.

(b) Investment Vehicle Liquidity

The Investment Vehicles in which the Master Portfolio invests are generally illiquid (except for registered closed-end and open-end investment companies and exchange-traded funds). The Master Portfolio may make investments in, or withdrawals from, the Investment Vehicles only at certain times specified in the governing documents of the Investment Vehicles. In addition, the Investment Vehicles may impose certain restrictions on withdrawals, such as lock-ups, gates, or suspension of withdrawal rights under certain circumstances, during which time the Master Portfolio may not withdraw all or part of its interest in an Investment Vehicle, or may withdraw only by paying a penalty (early redemption fee). If adverse market conditions were to develop during any period in which the Master Portfolio is unable to sell Investment Vehicle interests, the Master Portfolio might obtain a less favorable price than that which prevailed when it decided to buy or sell.

The Investment Vehicles in which the Master Portfolio invests generally are thinly traded and have a greater amount of both market and liquidity risk than many other investment instruments. These investments trade in a limited market and may not be able to be immediately liquidated if needed. Value assigned to these investments may differ significantly from the values that would have been used had a broader market for the investments existed. In addition, changes in the market value of securities underlying the Investment Vehicles may result in amounts that are in excess of or less than the amounts recognized on the Statement of Assets, Liabilities and Members’ Capital.

TABLE OF CONTENTS

 GROWTH CAPITAL MASTER PORTFOLIO, LLC
(A Limited Liability Company)
  
Notes to Financial Statements, continued
March 31, 2010

The Master Portfolio’s investments in Investment Vehicles are categorized in three levels of liquidity, as determined by the Adviser. The categories and percent of total investments in each are as follows at March 31, 2010:

Liquidity Categories		Investments		Category Definition
Category 1 Funds		68.65%		Investment Vehicles that have at least quarterly withdrawal rights and a lock up period of less than two years.
Category 2 Funds		12.48%		Investment Vehicles that have at least quarterly withdrawal rights after a maximum two-year lock up period.
Category 3 Funds		15.63%		Investment Vehicles that (i) have at least annual withdrawal rights after a lock up period of greater than two years or (ii) do not meet this definition or the definition of Categories 1 or 2.
		96.76%

Investments in mutual funds, which are considered liquid, represent the remaining 3.24% of the total investments.

Some of the Investment Vehicles may hold a portion of their assets in “side pockets,” which are sub-funds within the Investment Vehicles that have restricted liquidity, potentially extending over a much longer period than the typical liquidity an investment in the Investment Vehicles may provide. Should the Master Portfolio seek to liquidate its investment in an Investment Vehicle that maintains these side pockets, the Master Portfolio might not be able to fully liquidate its investment without delay, which could be considerable. In such cases, until the Master Portfolio is permitted to fully liquidate its interest in the Investment Vehicle, the value of its investment could fluctuate based on adjustments to the fair value of the side pocket as determined by the Investment Vehicle’s investment manager.

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 GROWTH CAPITAL MASTER PORTFOLIO, LLC
(A Limited Liability Company)
  
Notes to Financial Statements, continued
March 31, 2010

(c) Affiliated Investment Vehicles

At March 31, 2010, the Master Portfolio’s investments in certain Investment Vehicles were deemed to be affiliated persons for purposes of Section 2(a)(3) of the 1940 Act, primarily because the Master Portfolio owns more than 5% of the Investment Vehicle’s outstanding shares or capital. The activity resulting from investments in these funds, including interest and dividend payments as well as realized gains and losses, is identified in the Statement of Operations as transactions with affiliated investments. A listing of these affiliated Investment Vehicles (including activity for the period July 1, 2009 through March 31, 2010) is shown below:

										For the Period July 1, 2009 through March 31, 2010
Investment Vehicles		Shares 3/31/2010				Fair Value 6/30/2009				Contributions Received In-kind				Cost of Purchases				Cost of Sales				Appreciation/ (Depreciation)				Fair Value 3/31/2010
Abbey Capital Macro Fund			155,080			$	—			$	—			$	17,500,000			$	—				72,657			$	17,572,657
Algebris Global Financials Fund, LP							—				22,473,933				—				—				1,202,382				23,676,315
Axial Capital Institutional, LP							—				26,314,302				30,000,000				—				(10,250,383	)			46,063,919
BCC MOI, LP							—				245,167				—				—				(220,167	)			25,000
BlueGold Global Fund, LP							—				4,606,512				15,000,000				—				125,876				19,732,388
Caspian Capital Partners, L.P.							—				10,521,375				—				—				1,818,091				12,339,466
Durban Capital, LP							—				153,590				5,100,000				—				109,511				5,363,101
Litespeed Partners, LP							—				18,513,677				—				—				3,764,344				22,278,021
Lyrical Calhoun Partners, LP*							—				10,437,853				25,000,000				—				(648,522	)			34,789,331
Marble Arch QP Partners, LP							—				12,122,826				—				—				4,499,106				16,621,932
Newcastle Special Opportunity Fund V LP*							—				26,530,258				—				—				4,159,121				30,689,379
Orange Capital Domestic I, LP							—				5,917,474				13,000,000				—				2,337,362				21,254,836
P2 Capital Fund, L.P.							—				7,418,858				—				—				2,314,635				9,733,493
P2 Capital II Fund, L.P.*							—				9,162,957				—				—				2,715,963				11,878,920
Parvus European Absolute Opportunities Fund, LP							—				13,175,244				—				—				4,654,515				17,829,759
Sansar Capital Special Opportunity Fund, L.P.							—				7,073,268				—				—				3,442,742				10,516,010
Soundpost Capital, LP							—				15,127,161				8,700,000				—				1,370,396				25,197,557
						$	—			$	189,794,455			$	114,300,000			$	—			$	21,467,629			$	325,562,084

(6) Related Party Transactions and Other Agreements

(a) Investment Advisory Agreement

The Adviser has entered into the Advisory Agreement with the Master Portfolio, effective June 30, 2009. The Advisory Agreement provides that the Adviser is responsible, subject to the supervision of the Board, for formulating a continuing investment program for the Master Portfolio. The Adviser is authorized to make all decisions regarding the Master Portfolio’s purchase and withdrawals of interests in Investment Vehicles.

TABLE OF CONTENTS

 GROWTH CAPITAL MASTER PORTFOLIO, LLC
(A Limited Liability Company)
  
Notes to Financial Statements, continued
March 31, 2010

The Master Portfolio does not pay the Adviser an investment management fee for services provided by the Adviser. However, the Adviser charges its family office clients a separate individualized fee for providing a variety of investment management services to them. The fee charged to the Adviser’s family office clients is not intended to cover the fees and expenses of the Adviser in providing investment management services to the Master Portfolio.

(b) Administration Agreement

In consideration for administrative, accounting, and recordkeeping services, the Master Portfolio pays Citi Fund Services Ohio, Inc. (the “Independent Administrator”) a monthly administration fee based on the month-end members’ capital of the Master Portfolio. The Master Portfolio is charged, on an annual basis, 0.065% on the Master Portfolio members’ capital of up to $500 million, 0.055% on the Master Portfolio members’ capital between the amounts of $500 million and $1 billion and 0.045% on the Master Portfolio members’ capital over $1 billion. The asset-based fees are payable monthly in arrears and subject to a $540,000 annual minimum, with $10,000 waived for each of the first three months and subsequent waivers to be made as the parties may mutually agree. The Independent Administrator also provides the Master Portfolio with transfer agency and other investor related services at additional fees and expenses.

The fees for administration services are paid out of the Master Portfolio’s members’ capital, which decreases the net profits or increases the net losses of members in the Master Portfolio. The total administration and transfer agency fees incurred for the period July 1, 2009 through March 31, 2010 was $411,816.

(c) Compensation for Directors

The Master Portfolio, Growth Capital Portfolio, LLC and Growth Capital TEI Portfolio, LLC together pay each of the Directors who is not an “interested person” of the Adviser, as defined in the 1940 Act (the “Independent Directors”) an annual retainer of $30,000, which is paid quarterly, a fee of $3,000 per Board meeting, a fee of $1,500 per interim meeting, a fee of $1,500 per audit committee meeting and an additional fee of $1,875 for the audit committee meeting chairman, which is paid quarterly.

(7) Indebtedness of the Fund

The Master Portfolio may borrow money in connection with its investment activities, for temporary cash management purposes, to meet withdrawal requests, or for temporary or emergency purposes. The Master Portfolio generally intends to borrow money only in limited circumstances when attractive investment opportunities are available and sufficient cash or other liquid resources are not otherwise available. The Master Portfolio will repay any borrowing incurred using the first available funds, including proceeds from withdrawals from Investment Vehicles or proceeds from the offering of Interests, in order to minimize the interest expense and other borrowing costs. As of March 31, 2010, the Master Portfolio did not have a credit facility in place.

TABLE OF CONTENTS

 GROWTH CAPITAL MASTER PORTFOLIO, LLC
(A Limited Liability Company)
  
Notes to Financial Statements, continued
March 31, 2010

(8) Financial Highlights

Financial highlights for the period July 1, 2009 through March 31, 2010 are summarized as follows:

Net investment loss to average members’ capital(1)			(0.29	)%
Gross expenses to average members’ capital(1)			0.37	%
Net expenses to average members’ capital(1)			0.37	%
Portfolio turnover(2)			8.85	%
Total return(3)			7.46	%
Members’ capital, end of period (in 000’s)		$	739,206

A member’s total return and operating ratios may vary from those reflected based on the timing of capital transactions.

(9) Subsequent Events

The Master Portfolio accepts initial or additional applications for Interests generally as of the first day of the month. Investor subscriptions for Interests totaled approximately $11,972,250 for May 1, 2010.

Based on the members’ capital of the Master Portfolio,the Adviser recommended to the Board that a tender offer in an amount of up to $86,375,000 be made for the period ended June 30, 2010 to those members who elect to tender their Interests prior to the expiration of the tender offer period. The Board approved such recommendation and a tender offer notice expiring April 21, 2010 was mailed to the members in the Master Portfolio. A total of 119 requests were received and approximately $58,957,100 of Interests were elected to be tendered.

Management has evaluated subsequent events through the date these financial statements were issued. Based on this evaluation, no adjustments were required to the financial statements as of March 31, 2010.

TABLE OF CONTENTS

GROWTH CAPITAL MASTER PORTFOLIO, LLC
(A Limited Liability Company)
  
Supplemental Information
March 31, 2010
(Unaudited)

Directors and Officers

The Master Portfolio’s operations are managed under the direction and oversight of the Board of Directors (the “Board” and each member a “Director”). Each Director serves for an indefinite term or until he or she reaches mandatory retirement, if any, as established by the Board. The Board appoints the officers of the Master Portfolio who are responsible for the Master Portfolio’s day-to-day business decisions based on policies set by the Board. The officers serve at the pleasure of the Board.

None of the Directors of the Master Portfolio’s Board are affiliated with the Adviser or its affiliates and are not “interested persons” as defined under Section 2(a)(19) of the 1940 Act (“Independent Directors”). The address of the Directors and Officers is c/o GenSpring Family Offices, LLC, 3801 PGA Blvd, Suite 555, Palm Beach Gardens, FL 33410. A list of the Directors and officers of the Master Portfolio and a brief statement of their present positions and principal occupations during the past five years are set out below.

DIRECTORS

Name and Age		Position with the Master Portfolio and Length of Time Served(1)		Principal Occupation(s) in the Past 5 Years		Number of Portfolios in Portfolio Complex(2) Overseen by Director		Other Directorships Held by Director
Jeffrey M. Biggar (59)		Director and Chairman of the Board Since inception		Chief Operating Officer, Cedar Brook Financial Partners LLC (2008 – March 2010). Retired (2006 – March 2008). Chief Executive Officer and Senior Managing Director, Sterling (National City Corp.) (2002 – 2006)		53		None
Jean Brunel (60)		Director Since inception		Managing Principal, Brunel Associates, LLC		3		Fiduciary Consulting, Inc.

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GROWTH CAPITAL MASTER PORTFOLIO, LLC
(A Limited Liability Company)
  
Supplemental Information
March 31, 2010
(Unaudited)

Name and Age		Position with the Master Portfolio and Length of Time Served(1)		Principal Occupation(s) in the Past 5 Years		Number of Portfolios in Portfolio Complex(2) Overseen by Director		Other Directorships Held by Director
George C. Guynn (66)		Director Since inception		Retired. President (1996 – October 2006) and Chief Executive Officer (1995 – October 2006) Federal Reserve Bank of Atlanta		53		Genuine Parts Company; Oxford Industries; John Wieland Homes and Neighborhoods, Inc.; Acuity Brands, Inc.
Sidney E. Harris (59)		Director Since inception		Professor (since 1997), Dean (1997 – 2004), J. Mack Robinson College of Business, Georgia State University		53		Total System Services, Inc.
Joel Katzman (56)		Director Since inception		President and Chief Executive Officer of J.P. Morgan Alternative Asset Management, Inc. (1995 – 2005)		3		None

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GROWTH CAPITAL MASTER PORTFOLIO, LLC
(A Limited Liability Company)
  
Supplemental Information
March 31, 2010
(Unaudited)

OFFICERS WHO ARE NOT DIRECTORS

Name and Age		Position with the Master Portfolio and Length of Time Served		Principal Occupation(s) in the Past 5 Years
Maria Elena (Mel) Lagomasino (60)		President and Chief Executive Officer (since inception)		Chief Executive Officer of the Adviser (since 2005). Prior to that, she served as Chairman and CEO of JP Morgan Private Bank.
Martin R. Dean (46)		Treasurer, Chief Financial Officer and Chief Accounting Officer (since inception)		Senior Vice President, Citi Fund Services
Daniel J. Igo (38)		Assistant Secretary (since August 2009)		Project Manager and Assistant Vice President, Citi Fund Services (2007 to present); Legal Services Manager, Citi Fund Services (2004 to 2006); Manager, State Street Research & Management Company (2003 to 2004).
Michael J. Nanosky (42)		Chief Compliance Officer (since inception)		Vice President and Chief Compliance Officer of CCO Services of Citi Fund Services since 2008; Vice President and Managing Director of Regulatory Compliance of National City Bank – Allegiant Asset Management (2004 to 2008); Assistant Vice President and Director of Fund Administration and Compliance of National City Bank – Allegiant Asset Management (2002 to 2004).
Ginny Neal (35)		Secretary (since inception)		Director of Corporate and Legal Affairs of the Adviser (since 2005) Prior to that, she served as General Counsel and Chief Operating officer of Mary Mahoney Enterprises, Inc.

Allocation of Investments

The following chart indicates the allocation of investments among the asset classes in the Master Portfolio as of March 31, 2010.

Asset Class(1)		Fair Value				%
Credit Strategies		$	104,249,374				14.55
Equity Strategies			336,540,924				46.97
Global Trading			55,019,092				7.68
Multi-Strategy			152,240,280				21.25
Special Situations			68,390,619				9.55
		$	716,440,289				100.00

TABLE OF CONTENTS

GROWTH CAPITAL MASTER PORTFOLIO, LLC
(A Limited Liability Company)
  
Supplemental Information
March 31, 2010
(Unaudited)

Form N-Q Filings

The Master Portfolio files a complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. The Master Portfolio’s Form N-Q is available on the Securities and Exchange Commission website at http://www.sec.gov. The Master Portfolio’s Form N-Q may be reviewed and copied at the Securities and Exchange Commission Public Reference Room in Washington, DC and information regarding operation of the Public Reference Room may be obtained by calling 1-800-SEC-0330.

Proxy Voting Policies

A description of the policies and procedures that the Master Portfolio uses to determine how to vote proxies relating to portfolio securities is available (i) without charge, upon request, by calling 1-800-338-3559; and (ii) on the Securities and Exchange Commission website at http://www.sec.gov.

Information regarding how the Master Portfolio voted proxies relating to portfolio securities during the period ended June 30 is available (i) without charge, upon request, by calling 1-800-338-3559; and (ii) on the Securities and Exchange Commission website at http://www.sec.gov.

Additional Information

The Master Portfolio’s private placement memorandum (the “PPM”) includes additional information about Directors of the Master Portfolio. The PPM is available, without charge, upon request by calling 1-800-338-3599.