##### Table of Contents



UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, DC 20549
 FORM 10-K
 ANNUAL REPORT PURSUANT TO SECTION 13
OF THE SECURITIES EXCHANGE ACT OF 1934 (THE ACT)
 For the Fiscal Year Ended December 31, 2008
 Commission file number 000-32633
 Belmar Capital Fund LLC (the Fund)
  Delaware
    
    04-3508106(State of Organization)
    
    (I.R.S. Employer Identification No.)
 
  (Address
and Zip Code of Principal Executive Offices)
  (Registrants
telephone number, including area code)
 Limited Liability Company Interests in
the Fund (Shares)
 þ o
 o þ
 þ o
 þ
  Large accelerated filer þ
    
    Accelerated filer o
    
    Non-accelerated filer o
    
    Smaller reporting company o(Do not check if a smaller reporting company)
 o þ
  None




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##### Table of Contents



Item
    
    
    
    PagePART I1
    
    Business
    
    
    5Fund Overview
    
    
    5Structure of the Fund
    
    
    5Fund Management
    
    
    5The Funds Offering
    
    
    6The Funds Investment in Belvedere Capital Fund Company LLC and Tax-Managed Growth Portfolio
    
    
    6Belvedere Company
    
    
    6The Portfolio
    
    
    7The Portfolios Investment Objective and Policies
    
    
    7The Portfolios Tax-Sensitive Management Strategies
    
    
    7The Funds Real Estate Investments
    
    
    8Real Estate Joint Venture Investments
    
    
    9Co-owned Property
    
    
    9Partnership Preference Units
    
    
    10Organization of Belmar Realty
    
    
    10Fund Borrowings
    
    
    10Interest Rate Swap Agreements
    
    
    11The Eaton Vance Organization
    
    
    11Conflicts of Interest
    
    
    111A
    
    Risk Factors
    
    
    121B
    
    Unresolved Staff Comments
    
    
    122
    
    Properties
    
    
    123
    
    Legal Proceedings
    
    
    124
    
    Submission of Matters to a Vote of Security Holders
    
    
    12PART II5
    
    Determining Net Asset Value, Market for Fund Shares, Related Shareholder Matters and Issuer Purchases of Equity Securities
    
    
    13Market Information, Restrictions on Transfers and Redemption of Shares
    
    
    13Transfers of Fund Shares
    
    
    13Redemption of Fund Shares
    
    
    13Determining Net Asset Value
    
    
    14Historic Net Asset Values
    
    
    15Record Holders of Shares of the Fund
    
    
    16Distributions
    
    
    16Income and Capital Gain Distributions
    
    
    16Special Distributions
    
    
    16
 2




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##### Table of Contents



Item
    
    
    
    Page6
    
    Selected Financial Data
    
    
    16Table of Selected Financial Data
    
    
    167
    
    Managements Discussion and Analysis of Financial Condition and Results of Operations (MD&A)
    
    
    17Results of Operations
    
    
    17MD&A for the Year Ended December 31, 2008 Compared to the Year Ended December 31, 2007
    
    
    18Performance of the Fund
    
    
    18Performance of the Portfolio
    
    
    18Performance of Real Estate Investments
    
    
    19Performance of Interest Rate Swap Agreements
    
    
    20MD&A for the Year Ended December 31, 2007 Compared to the Year Ended December 31, 2006
    
    
    20Performance of the Fund
    
    
    20Performance of the Portfolio
    
    
    20Performance of Real Estate Investments
    
    
    21Performance of Interest Rate Swap Agreements
    
    
    22Liquidity and Capital Resources
    
    
    22Outstanding Borrowings
    
    
    22Liquidity
    
    
    22Off-Balance Sheet Arrangements
    
    
    23The Funds Contractual Obligations
    
    
    23Critical Accounting Estimates
    
    
    23Real Estate Joint Ventures
    
    
    24Wholly Owned and Co-owned Property
    
    
    25Partnership Preference Units
    
    
    257A
    
    Quantitative and Qualitative Disclosures About Market Risk
    
    
    26Quantitative Information About Market Risk
    
    
    26Interest Rate Risk
    
    
    26Qualitative Information About Market Risk
    
    
    28Risks Associated with Equity Investing
    
    
    28Risks of Investing in Foreign Securities
    
    
    28Risks of Certain Investment Techniques
    
    
    28Risks of Real Estate Investments
    
    
    29Risks of Interest Rate Swap Agreements
    
    
    31Risks of Leverage
    
    
    318
    
    Financial Statements and Supplementary Data
    
    
    329
    
    Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
    
    
    329A
    
    Controls and Procedures
    
    
    32Fund Governance
    
    
    32Disclosure Controls and Procedures
    
    
    32Internal Control Over Financial Reporting
    
    
    339B
    
    Other Information
    
    
    35
 3




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##### Table of Contents



Item
    
    
    
    PagePART III10
    
    Directors, Executive Officers and Corporate Governance
    
    
    36Management
    
    
    36Compliance with Section 16(a) of the Act
    
    
    37Code of Ethics
    
    
    3711
    
    Executive Compensation
    
    
    3712
    
    Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters
    
    
    37Security Ownership of Certain Beneficial Owners
    
    
    37Security Ownership of Management
    
    
    38Changes in Control
    
    
    3813
    
    Certain Relationships and Related Transactions, and Director Independence
    
    
    38The Funds Investment Advisory and Administrative Fee
    
    
    38Belmar Realtys Management Fee
    
    
    39The Portfolios Investment Advisory Fee
    
    
    39Servicing Fees Paid by the Fund
    
    
    39Servicing Fees Paid by Belvedere Company
    
    
    39Distribution Fees Paid to EV Distributors
    
    
    39Certain Real Estate Investment Transactions
    
    
    4014
    
    Principal Accountant Fees and Services
    
    
    40PART IV15
    
    Exhibits and Financial Statement Schedules
    
    
    41APPENDIX A
    
    
    42FINANCIAL STATEMENTS
    
    
    43SIGNATURES
    
    
    78EXHIBIT INDEX
    
    
    79EX-21 BELMAR CAPITAL FUND LLC SUBSIDIARIESEX-31.1 SECTION 302 CERTIFICATION OF THE CEOEX-31.2 SECTION 302 CERTIFICATION OF THE CFOEX-32.1 SECTION 906 CERTIFICATION OF THE CEOEX-32.2 SECTION 906 CERTIFICATION OF THE CFO
  4




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##### Table of Contents



PART I
 
 Item 1. Business.
 
 Fund Overview.
 
 Structure of the Fund.
    
 Fund Management.
 5




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##### Table of Contents



The Funds Offering.
  
 The Funds Investment in Belvedere Capital Fund Company LLC and Tax-Managed Growth Portfolio.
 
 Belvedere Company.
   6




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##### Table of Contents



The Portfolio.
  
 The Portfolios Investment Objective and Policies.
  
 The Portfolios Tax-Sensitive Management Strategies.
   7




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##### Table of Contents



The Funds Real Estate Investments.
    8




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##### Table of Contents



Real Estate Joint Venture Investments.
 i.e. i.e. i.e.
      
 Co-owned Property.
  9




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##### Table of Contents



Partnership Preference Units.
   
 Organization of Belmar Realty.
  
 Fund Borrowings.
 10




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##### Table of Contents



Interest Rate Swap Agreements.
 
 The Eaton Vance Organization.
  
 Conflicts of Interest.
 11




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##### Table of Contents



Item 1A. Risk Factors.
  
 Item 1B. Unresolved Staff Comments.
  
 Item 2. Properties.
  
 Item 3. Legal Proceedings.
  
 Item 4. Submission of Matters to a Vote of Security Holders.
  12




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##### Table of Contents



PART II
 
 Item 5. Determining Net Asset Value, Market for Fund Shares, Related Shareholder Matters and Issuer
Purchases of Equity Securities.
  
 (a) Market Information, Restrictions on Transfers and Redemption of Shares.
 
 Transfers of Fund Shares.
    
 Redemption of Fund Shares.
 Total No. of Shares
    
    Average Price PaidMonth Ended
    
    Redeemed(1)
    
    Per ShareOctober
    
    
    779,556.759
    
    
    $
    69.27November
    
    
    129,251.565
    
    
    $
    58.22December
    
    
    154,346.341
    
    
    $
    57.73Total
    
    
    1,063,154.665
    
    
    $
    61.25
 13




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##### Table of Contents



(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.          
 Determining Net Asset Value.
 14




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##### Table of Contents



Historic Net Asset Values.
 NAV at
    
    Quarterly %Quarter Ended
    
    High NAV
    
    Low NAV
    
    Quarter End
    
    Change in NAV(1)12/31/08
    
    $
    85.12
    
    
    $
    52.16
    
    
    $
    61.27
    
    
    
    -28.23
    %9/30/08
    
    $
    96.48
    
    
    $
    81.65
    
    
    $
    85.37
    
    
    
    -7.96
    %6/30/08
    
    $
    106.15
    
    
    $
    92.75
    
    
    $
    92.75
    
    
    
    -6.48
    %3/31/08
    
    $
    110.50
    
    
    $
    96.07
    
    
    $
    99.18
    
    
    
    -11.62
    %12/31/07
    
    $
    118.73
    
    
    $
    107.17
    
    
    $
    112.22
    
    
    
    -3.14
    %9/30/07
    
    $
    118.33
    
    
    $
    107.16
    
    
    $
    115.86
    
    
    
    1.05
    %6/30/07
    
    $
    116.53
    
    
    $
    107.58
    
    
    $
    114.66
    
    
    
    6.67
    %3/31/07
    
    $
    113.11
    
    
    $
    106.13
    
    
    $
    107.49
    
    
    
    -3.07
    %
 
 (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 periods 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). 15




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##### Table of Contents



(b) Record Holders of Shares of the Fund.
  
 (c) Distributions.
 
 Income and Capital Gain Distributions.
   
 Special Distributions.
 
 Item 6. Selected Financial Data.
 
 Table of Selected Financial Data.
 16




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##### Table of Contents



Year Ended
    
    Year Ended
    
    Year Ended
    
    Year Ended
    
    Year EndedDecember 31, 2008
    
    December 31, 2007
    
    December 31, 2006
    
    December 31, 2005
    
    December 31, 2004Total investment income
    
    $
    45,738,010
    
    
    $
    57,211,449
    
    
    $
    48,447,751
    
    
    $
    47,791,819
    
    
    $
    58,398,806Interest expense
    
    $
    18,381,576
    
    
    $
    35,602,386
    
    
    $
    29,511,803
    
    
    $
    24,413,082
    
    
    $
    21,660,516Net expenses (including interest
expense)
    
    $
    25,957,148
    
    
    $
    45,702,565
    
    
    $
    38,776,596
    
    
    $
    33,957,771
    
    
    $
    33,137,017Net investment income
    
    $
    19,780,862
    
    
    $
    11,508,884
    
    
    $
    9,671,155
    
    
    $
    13,834,048
    
    
    $
    25,224,494Net realized gain (loss)
    
    $
    (2,157,203
    )
    
    $
    77,748,932
    
    
    $
    64,745,627
    
    
    $
    8,498,697
    
    
    $
    17,553,879Net change in unrealized
appreciation (depreciation)
    
    $
    (620,147,137
    )
    
    $
    (42,108,687
    )
    
    $
    217,467,992
    
    
    $
    82,218,493
    
    
    $
    92,190,413Net increase (decrease) in net assets
from operations
    
    $
    (602,523,478
    )
    
    $
    47,149,129
    
    
    $
    291,884,774
    
    
    $
    104,551,238
    
    
    $
    134,968,786Total assets
    
    $
    922,272,788
    
    
    $
    2,237,793,487
    
    
    $
    2,485,947,095
    
    
    $
    2,408,023,197
    
    
    $
    2,427,729,821Loan payable  Credit
Facility
    
    $
    273,000,000
    
    
    $
    420,400,000
    
    
    $
    309,000,000
    
    
    $
    304,000,000
    
    
    $
    290,000,000Mortgage notes payable
    
    $
    
    
    
    $
    211,217,114
    
    
    $
    216,358,763
    
    
    $
    221,197,696
    
    
    $
    225,751,737Net assets
    
    $
    641,646,004
    
    
    $
    1,594,013,164
    
    
    $
    1,956,020,593
    
    
    $
    1,876,369,119
    
    
    $
    1,910,487,498Shares outstanding
    
    
    10,471,655
    
    
    
    14,204,446
    
    
    
    17,639,300
    
    
    
    19,614,094
    
    
    
    20,880,411Net asset value and
redemption price
per Share
    
    $
    61.27
    
    
    $
    112.22
    
    
    $
    110.89
    
    
    $
    95.66
    
    
    $
    91.50Net increase (decrease) in net assets
from operations per Share
    
    $
    (49.626
    )
    
    $
    2.58
    
    
    $
    15.97
    
    
    $
    5.28
    
    
    $
    6.37Distribution paid per Share(1)(2)
    
    $
    1.31
    
    
    $
    1.25
    
    
    $
    0.74
    
    
    $
    1.12
    
    
    $
    1.15
 
 (1)
    
    The Fund makes Special Distributions which are not made on a pro rata basis. See Item 5(c).
Special Distributions accrued during the year ended December 31, 2008 amounted to $0.014 per Share.
There were no Special Distributions made during the years ended December 31, 2007, 2006, 2005 and
2004.(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 as of the record date. See
Distributions in Item 5(c). 
 Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operations
(MD&A).
 The information in this report contains forward-looking statements within the meaning of Section
27A of the Securities Act and Section 21E of the Act. Forward-looking statements
typically are identified by use of terms such as may, will, should, might, expect,
anticipate, estimate, and similar words, although some forward-looking statements are expressed
differently. The actual results of the Fund could differ materially from those contained in the
forward-looking statements due to a number of factors. The Fund undertakes no obligation to update
publicly any forward-looking statements, whether as a result of new information, future events, or
otherwise, except as required by applicable law. Factors that could affect the 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 on pages
43 to 61 of this Annual Report on Form
10-K.
 
 (a) Results of Operations.
  17




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##### Table of Contents



MD&A for the Year Ended December 31, 2008 Compared to the Year Ended December 31,
2007. (1)
 
 Performance of the Fund.
   
 Performance of the Portfolio.
 
 (1)
    
    Past performance is no guarantee of future results. Investment return and principal value will
fluctuate so that Shares, when redeemed, may be worth more or less than their original cost. Total
returns are historical and are calculated by determining the percentage change in net asset value
with all distributions reinvested except for special distributions. Performance is for the stated
time period only; due to market volatility, current performance of the Fund and of the Portfolio
may be lower or higher than the quoted return. The performance of the Fund and the Portfolio is
compared to that of their benchmark, the S&P 500 Index. It is not possible to invest directly in an
index. 18




---



##### Table of Contents



Performance of Real Estate Investments.
  
 19




---



##### Table of Contents



Performance of Interest Rate Swap Agreements.
 
 MD&A for the Year Ended December 31, 2007 Compared to the Year Ended December 31, 2006.
 
 Performance of the Fund.
  
 Performance of the Portfolio.
   20




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##### Table of Contents



Performance of Real Estate Investments.
       21




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##### Table of Contents



Performance of Interest Rate Swap Agreements.
 
 (b) Liquidity and Capital Resources.
 
 Outstanding Borrowings.
     
 Liquidity.
 22




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##### Table of Contents



(c) Off-Balance Sheet Arrangements.
  
 (d) The Funds Contractual Obligations.
  Payments due:MoreLess than
    
    
    
    
    
    
    
    
    
    than 5Type of Obligation
    
    Total
    
    1 Year
    
    1-3 Years
    
    3-5 Years
    
    YearsLong Term Debt:Borrowings under Credit Facility(1)
    
    $
    273,000,000
    
    
    $
    
    
    
    $
    273,000,000
    
    
    $
    
    
    
    $
    Service Agreements(2)Other Long Term Liabilities:Interest Rate Swap Agreements(3)
    
    $
    13,381,839
    
    
    $
    9,028,413
    
    
    $
    4,353,426
    
    
    $
    
    
    
    $
    Total
    
    $
    286,381,839
    
    
    $
    9,028,413
    
    
    $
    277,353,426
    
    
    $
    
    
    
    $
    
 
 (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
investments in and the assets of the Subsidiary Real Estate Investments, and expires on June 25,
2010.
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. The Fund will continue to use the Credit Facility
for such purposes in the future. Amount does not reflect interest.(2)
    
    The Fund and Belmar Realty have entered into agreements with certain service providers pursuant
to which the Fund and Belmar 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 Belmar Realty (as applicable) or the service
provider. For the year ended
December 31, 2008, fees paid to Eaton Vance and its affiliates equaled approximately 1.24% 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 interest rate swap agreements to fix the cost of a substantial
portion of its borrowings under the Credit Facility and to mitigate in part the impact of interest
rate changes on the Funds net asset value. Pursuant to the agreements, the Fund makes payments to
the counterparty, MLCS, at predetermined fixed rates in exchange for floating rate payments that
fluctuate with the one-month LIBOR. The amounts disclosed in the table represent the fixed interest
amounts payable by the Fund. The periodic floating rate payments that the Fund expects to receive
pursuant to the agreements reduce the fixed interest cost to the Fund. The swap agreements expire
on June 25, 2010, subject to the Funds right to terminate earlier in the case of certain swap
agreements. 
 (e) Critical Accounting Estimates.
  23




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##### Table of Contents




    
    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.
  
 Real Estate Joint Ventures .
   24




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Wholly Owned and Co-owned Property.
 
 Partnership Preference Units.
  25




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##### Table of Contents



.
 
 Item 7A. Quantitative and Qualitative Disclosures About Market Risk.
 
 (a) Quantitative Information About Market Risk.
 
 Interest Rate Risk.
  
 Fair Valueas ofDecember2009
    
    2010
    
    2011
    
    2012
    
    2013
    
    Thereafter
    
    Total
    
    31, 2008Rate sensitive
liabilities:Long-term debt:Variable-rate Credit
Facility
    
    
    
    
    
    $
    273,000,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    273,000,000
    
    
    $
    273,000,000Average interest rate
    
    
    
    
    
    
    0.64
    %
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    0.64
    %Rate sensitive
derivative financial
instruments:Pay fixed / receive
variable interest rate
swap agreements
    
    
    
    
    
    $
    218,431,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    218,431,000
    
    
    $
    (6,073,508
    )Average pay rate
    
    
    
    
    
    
    4.13
    %
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4.13
    %Average receive rate
    
    
    
    
    
    
    0.64
    %
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    0.64
    %Rate sensitive
investments:Fixed-rate Partnership
Preference Units:
 26




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##### Table of Contents



Fair Valueas ofDecember2009
    
    2010
    
    2011
    
    2012
    
    2013

    
    Thereafter
    
    Total
    
    31, 2008Colonial Realty
Limited Partnership,
7.25% Series B
Cumulative
Redeemable Perpetual
Preferred Units,
Callable 8/24/09,
Current Yield: 16.10%
$19,657,614
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    19,657,614
    
    
    $
    9,233,200Essex Portfolio, L.P.,
7.875% Series B
Cumulative
Redeemable Preferred
Units,
Callable 12/31/09,
Current Yield: 12.26% $13,756,573
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    13,756,573
    
    
    $
    8,833,550Liberty Property
Limited Partnership,
7.40% Series H
Cumulative
Redeemable Preferred
Units,
Callable 8/21/12,
Current Yield: 12.20%
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    15,000,000
    
    
    
    
    
    
    
    
    
    
    $
    15,000,000
    
    
    $
    9,096,000MHC Operating
Limited Partnership,
8.0625% Series D
Cumulative
Redeemable Perpetual
Preference Units,
Callable 3/24/10,
Current Yield: 13.70%
    
    
    
    
    
    $
    27,470,980
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    27,470,980
    
    
    $
    16,181,000PSA Institutional
Partners, L.P., 6.4%
Series NN Cumulative
Redeemable Perpetual
Preferred Units,
Callable 3/17/10,
Current Yield: 10.25%
    
    
    
    
    
    $
    13,387,322
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    13,387,322
    
    
    $
    8,663,550Vornado Realty L.P.,
6.75% Series D-14

Cumulative 

Redeemable Preferred 

Units, Callable 9/9/10,

Current Yield: 11.75%
(1)
    
    
    
    
    
    $
    25,062,310
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    25,062,310
    
    
    $
    17,236,683
 
 *
    
    The amounts listed reflect the Funds positions as of December 31, 2008. The Funds current
positions may differ.(1)
    
    Belmar Realtys interest in these Partnership Preference Units is held through Belvorn. 27




---



##### Table of Contents



(b) Qualitative Information About Market Risk.
 
 Risks Associated with Equity Investing.
 
 Risks of Investing in Foreign Securities.
 
 Risks of Certain Investment Techniques.
   28




---



##### Table of Contents



Risks of Real Estate Investments.
      29




---



##### Table of Contents



30




---



##### Table of Contents



Risks of Interest Rate Swap Agreements.
 
 Risks of Leverage.
  31




---



##### Table of Contents



Item 8. Financial Statements and Supplementary Data.
  2008First
    
    Second
    
    Third
    
    FourthQuarter
    
    Quarter
    
    Quarter
    
    QuarterInvestment income
    
    $
    13,288,849
    
    
    $
    13,907,442
    
    
    $
    9,647,314
    
    
    
    8,894,405Net investment income
    
    $
    3,692,665
    
    
    $
    5,549,990
    
    
    $
    5,304,780
    
    
    
    5,233,427Net decrease in net assets from operations
    
    $
    (164,428,622
    )
    
    $
    (79,766,303
    )
    
    $
    (85,235,856
    )
    
    $
    (273,092,697
    )Per share data:(1)Investment income
    
    
    0.96
    
    
    
    1.06
    
    
    $
    0.78
    
    
    
    0.82Net investment income
    
    
    0.27
    
    
    
    0.42
    
    
    $
    0.43
    
    
    
    0.48Net decrease in net assets from operations
    
    
    (11.90
    )
    
    
    (6.10
    )
    
    $
    (6.91
    )
    
    
    (25.21
    )
 2007First
    
    Second
    
    Third
    
    FourthQuarter
    
    Quarter
    
    Quarter
    
    QuarterInvestment income
    
    $
    12,953,402
    
    
    $
    14,346,049
    
    
    $
    15,705,956
    
    
    $
    14,206,042Net investment income
    
    $
    2,734,611
    
    
    $
    3,562,651
    
    
    $
    2,605,691
    
    
    $
    2,605,931Net increase (decrease) in net assets from operations
    
    $
    (38,138,967)
    
    
    $
    121,067,995
    
    
    $
    18,556,081
    
    
    $
    (54,335,980
    )Per share data:(1)Investment income
    
    $
    0.74
    
    
    $
    0.86
    
    
    $
    1.02
    
    
    $
    0.97Net investment income
    
    $
    0.16
    
    
    $
    0.21
    
    
    $
    0.17
    
    
    $
    0.18Net increase (decrease) in net assets from operations
    
    $
    (2.17
    )
    
    $
    7.30
    
    
    $
    1.20
    
    
    $
    (3.72
    )
 
 (1)
    
    Based on average Shares outstanding. 
 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
  
 Item 9A. Controls and Procedures.
  
 Fund Governance.
 
 Disclosure Controls and Procedures.
 32




---



##### Table of Contents



Internal Control Over Financial Reporting.
 MANAGEMENTS REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
      33




---



##### Table of Contents



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 To the Shareholders of Belmar Capital Fund LLC and Subsidiaries
       
 34




---



##### Table of Contents



Item 9B. Other Information
  35




---



##### Table of Contents



PART III
 
 Item 10. Directors, Executive Officers and Corporate Governance.
 
 (a) Management.
       36




---



##### Table of Contents



(b) Compliance with Section 16(a) of the Act.
  
 (c) Code of Ethics.
  
 Item 11. Executive Compensation.
  
 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Shareholder
Matters.
 
 Security Ownership of Certain Beneficial Owners.
 Name and Address ofBeneficial Owner
    
    Percent of ClassWilliam E. Morean Residual Trust
    
    
    7.2
    %St. Petersburg, FL
  37




---



##### Table of Contents



Security Ownership of Management.
 
 Changes in Control.
 
 Item 13. Certain Relationships and Related Transactions, and Director Independence.
   Year ended
    
    Year endedDecember 31, 2008
    
    December 31, 2007Fund Advisory and Administrative Fees*
    
    $
    956,917
    
    
    $
    1,595,340Belmar Realty Management Fees
    
    $
    3,725,815
    
    
    $
    4,128,568Funds Allocable Portion of the Portfolios Advisory Fees**
    
    $
    5,482,104
    
    
    $
    8,191,590Fund Servicing Fees
    
    $
    944,497
    
    
    $
    1,632,457Funds Allocable Portion of Belvedere Companys Servicing Fees
    
    $
    1,909,608
    
    
    $
    2,882,960Fund Distribution Fees
    
    $
    1,141,230
    
    
    $
    1,807,217Aggregate Compensation Paid by the Fund to Eaton Vance and its
Affiliates
    
    $
    5,823,962
    
    
    $
    7,531,125
 
 *
    
    Boston Management has agreed to waive a portion of the investment advisory and administrative
fee payable by the Fund to the extent that such fee, together with the distribution fee
payable by the Fund and the Funds attributable share of the investment advisory and
management fees payable by the Portfolio and Belmar Realty, respectively, exceeds 0.60% of the
average daily gross assets of the Fund. If the Fund invests in Cash Management Portfolio, the
advisory and administrative fee paid to Boston Management by Cash Management Portfolio in
respect of the Funds investment therein will be credited towards the Funds advisory and
administrative fee payments, reducing the amount of such fees otherwise payable. The amounts
shown are net of reductions and amounts waived by Boston Management.**
    
    For the years ended December 31, 2008 and 2007, advisory fees paid or payable by the
Portfolio totaled $68,300,233 and $87, 681,000, respectively. For the year ended December 31,
2008, Belvedere Companys allocable portion of that fee was $50,952,553, of which $5,482,104
was allocable to the Fund. For the year ended December 31, 2007, Belvedere Companys allocable
portion of that fee was $64,755,126, of which $8,191,590 was allocable to the Fund. The
advisory fee payable by the Portfolio is reduced by the Portfolios allocable portion of the
advisory fee paid by Cash Management Portfolio. 
 The Funds Investment Advisory and Administrative Fee.
 38




---



##### Table of Contents



Belmar Realtys Management Fee.
 
 The Portfolios Investment Advisory Fee.
 Annual Fee RateAverage Daily Net Assets for the Month
    
    (for each level)Up to $500 million
    
    
    0.6250
    %$500 million but less than $1 billion
    
    
    0.5625
    %$1 billion but less than $1.5 billion
    
    
    0.5000
    %$1.5 billion but less than $7 billion
    
    
    0.4375
    %$7 billion but less than $10 billion
    
    
    0.4250
    %$10 billion but less than $15 billion
    
    
    0.4125
    %$15 billion but less than $20 billion
    
    
    0.4000
    %$20 billion but less than $25 billion
    
    
    0.3900
    %$25 billion and over
    
    
    0.3800
    %
  
 Servicing Fees Paid by the Fund.
 
 Servicing Fees Paid by Belvedere Company.
 
 Distribution Fees Paid to EV Distributors.
 39




---



##### Table of Contents



Certain Real Estate Investment Transactions.
 
    
    Belmar Realty sold a Co-owned Property to Belcrest Realty Corporation, Belport Realty
Corporation, Belrose Realty Corporation, Belshire Realty Corporation, Belterra Realty
Corporation, Belbrook Realty Corporation and Clearwood Realty Corporation, realizing a gain of
approximately $26.6 million on the transaction.
 
 Item 14. Principal Accountant Fees and Services.
  Year ended December 31,2008
    
    2007Audit fees
    
    $
    114,677
    
    
    $
    109,025Tax fees (1)
    
    
    214,187
    
    
    
    159,801Total
    
    $
    328,864
    
    
    $
    268,826
 
 (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.  40




---



##### Table of Contents



PART IV
 
 Item 15. Exhibits and Financial Statement Schedules.
 (a)
    
    Please see the Funds consolidated financial statements
on pages 43 to 61 of this Annual Report on
Form 10-K. Please see the Portfolios financial statements on
pages 62 to 77 of this Annual Report
on Form 10-K.(b)
    
    Reports on Form 8-K:None.(c)
    
    A list of the exhibits filed as a part of this Form 10-K is
included in the Exhibit Index appearing on page 79 hereof.
 41




---



##### Table of Contents



(A)
    
    The Fund is a Delaware 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 New York trust. Boston Management is the
investment adviser of the
Portfolio.(D)
    
    Belmar Realty Corporation (Belmar Realty) is a Delaware corporation. Boston Management is the
manager of Belmar
Realty. Belmar Realty also holds direct investments in partnership preference units.(E)
    
    Brazos Property Trust is a Maryland real estate investment trust. Belmar Realty owns a majority
economic interest in this real estate joint venture.(F)
    
    Bel Stamford II LLC (Bel Stamford II) is a Delaware limited liability company. Bel Stamford II
is a wholly owned subsidiary of Belmar Realty and owns a tenancy-in-common interest in real
property.(G)
    
    Bel SML I, LLC (Bel SML I) is a Delaware limited liability company. Bel SML I owns a
tenancy-in-common interest in real property.(H)
    
    Bel Marquette I, LLC (Bel Marquette I) is a Delaware limited liability company. Bel Marquette I
owns a tenancy-in-common interest in real property.(I)
    
    Belvorn Holdings LLC (Belvorn Holdings) is a Delaware limited liability company. Belmar Realty
owns a minority interest in Belvorn Holdings, which owns partnership preference units issued by
Vornado Realty L.P. 42




---



##### Table of Contents



Belmar Capital
    Fund LLC
   CONSOLIDATED PORTFOLIOS OF
    INVESTMENTS
 As
    of December 31, 2008
  Investment in
    Belvedere Capital FundCompany LLC  81.9%Security

Shares


ValueInvestment in Belvedere Capital Fund Company LLC (Belvedere
    Company)


5,613,704


$
754,467,403Total
    Investment in Belvedere Company(identified
    cost, $1,088,403,135)

$
754,467,403Partnership
    Preference Units  7.5%Security

Units


ValueBelvorn Holdings
    LLC(1)(2)


238,178


$
17,236,683Colonial Realty Limited Partnership (Delaware Limited
    Partnership affiliate of Colonial Properties Trust), 7.25%
    Series B Cumulative Redeemable Perpetual Preferred Units,
    Callable from
    8/24/09(1)


410,000



9,233,200Essex 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(1)


275,000



8,833,550Liberty Property Limited Partnership (Pennsylvania Limited
    Partnership affiliate of Liberty Property Trust), 7.40%
    Series H Cumulative Redeemable Preferred Units, Callable
    from
    8/21/12(1)


600,000



9,096,000MHC 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(1)


1,100,000



16,181,000PSA Institutional Partners, L.P. (California Limited Partnership
    affiliate of Public Storage, Inc.), 6.4% Series NN
    Cumulative Redeemable Perpetual Preferred Units, Callable from
    3/17/10(1)


555,000



8,663,550Total
    Partnership Preference Units(identified
    cost, $114,334,798)

$
69,243,983Real Estate Joint
    Venture  8.4%Description




ValueInvestment in Brazos Property Trust (a majority economic
    interest of 86.2% in Brazos Property Trust which invests in
    twenty-three industrial distribution properties located in eight
    states, net of associated mortgage
    debt)(1)

$
76,958,507Total
    Real Estate Joint Venture(identified
    cost, $141,885,586)

$
76,958,507Co-owned
    Properties  2.1%Description




ValueBel Marquette I, LLC (a single member LLC with a 40.0%
    tenancy-in-common
    interest in an office property located in Wisconsin, net of
    associated mortgage
    debt)(1)

$
7,176,434Bel SML I, LLC (a single member LLC with a 40.0%
    tenancy-in-common
    interest in two office properties located in two states, net of
    associated mortgage
    debt)(1)


4,023,328Bel Stamford II LLC (a single member LLC with a 17.5%
    tenancy-in-common
    interest in an office property located in Connecticut, net of
    associated mortgage
    debt)(1)


8,017,684Total
    Co-owned Properties(identified
    cost, $27,489,190)

$
19,217,446Short-Term
    Investment  0.1%Interest(000sDescription

omitted)


ValueCash Management Portfolio,
    0.75%(3)


933


$
932,893Total
    Short-Term Investment(identified
    cost, $932,893)

$
932,893Total
    Investments  100.0%(identified
    cost,$1,373,045,602)

$
920,820,232   See
    notes to consolidated financial statements
   43




---



##### Table of Contents



Belmar Capital
    Fund LLC
   CONSOLIDATED PORTFOLIOS OF
    INVESTMENTS CONTD
 As
    of December 31, 2007
  Investment in
    Belvedere Company  76.0%Security

Shares


ValueInvestment in Belvedere Company


8,330,622


$
1,697,387,202Total
    Investment in Belvedere Company(identified
    cost, $1,543,805,050)

$
1,697,387,202Partnership
    Preference Units  5.3%Security

Units


ValueBelvorn Holdings
    LLC(1)(2)


260,180


$
26,226,357Colonial Realty Limited Partnership (Delaware Limited
    Partnership affiliate of Colonial Properties Trust), 7.25%
    Series B Cumulative Redeemable Perpetual Preferred Units,
    Callable from
    8/24/09(1)


410,000



17,867,800Essex 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(1)


275,000



12,815,605Essex Portfolio, L.P. (California Limited Partnership affiliate
    of Essex Property Trust, Inc.), 7.875% Series D Cumulative
    Redeemable Preferred Units, Callable from
    7/28/10(1)


500,000



11,733,050Liberty Property Limited Partnership (Pennsylvania Limited
    Partnership affiliate of Liberty Property Trust), 7.40%
    Series H Cumulative Redeemable Preferred Units, Callable
    from
    8/21/12(1)


600,000



13,710,000MHC 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(1)


1,100,000



25,520,000PSA Institutional Partners, L.P. (California Limited Partnership
    affiliate of Public Storage, Inc.), 6.4% Series NN
    Cumulative Redeemable Perpetual Preferred Units, Callable from
    3/17/10(1)


555,000



11,538,450Total
    Partnership Preference Units(identified
    cost, $129,592,405)

$
119,411,262Real Estate Joint
    Venture  4.2%Description




ValueInvestment in Brazos Property Trust (a majority economic
    interest of 82.1% in Brazos Property Trust which invests in
    twenty-three industrial distribution properties located in eight
    states, net of associated mortgage
    debt)(1)

$
93,663,768Total
    Real Estate Joint Venture(identified
    cost, $132,448,908)

$
93,663,768Wholly Owned and
    Co-ownedProperties  14.4%Description




ValueBel Marquette I, LLC (a single member LLC with a 40.0%
    tenancy-in-common
    interest in an office property located in Wisconsin, net of
    associated mortgage
    debt)(1)

$
11,469,522Bel SML I, LLC (a single member LLC with a 40.0%
    tenancy-in-common
    interest in two office properties located in two states, net of
    associated mortgage
    debt)(1)


8,868,998Bel Stamford Investors LLC (a single member LLC investing in an
    office property located in
    Connecticut)(1)


302,000,000Total
    Wholly Owned and Co-owned Properties(identified
    cost, $266,113,054)

$
322,338,520Short-Term
    Investment  0.1%Interest(000sDescription

omitted)


ValueCash Management Portfolio,
    4.58%(3)


1,281


$
1,280,926Total
    Short-Term Investment(identified
    cost, $1,280,926)

$
1,280,926Total
    Investments  100.0%(identified
    cost, $2,073,240,343)

$
2,234,081,678     
    
    Security exempt from registration under the Securities Act of
    1933. At December 31, 2008 and 2007, the value of these
    securities totaled $69,243,983 and $119,411,262 or 10.8% and
    7.5% of net assets, respectively.(1)
    
    Investment valued at fair value using methods determined in good
    faith by or at the direction of the manager of
    Belmar Realty Corporation.(2)
    
    The sole investment of Belvorn Holdings LLC is as follows:
    Vornado Realty L.P. (Delaware limited partnership affiliate of
    Vornado Realty Trust), 6.75%
    Series D-14
    Cumulative Redeemable Preferred Units, callable from 9/9/10.
    This security is exempt from the Securities Act of 1933.(3)
    
    Affiliated investment company available to Eaton Vance
    portfolios and funds, which invests in high quality, U.S. dollar
    denominated money market instruments. The rate shown is the
    annualized
    seven-day
    yield as of December 31, 2008 and 2007, respectively.  See
    notes to consolidated financial statements
   44




---



##### Table of Contents



Belmar Capital
    Fund LLC
   CONSOLIDATED FINANCIAL STATEMENTS
 Consolidated
    Statements of Assets and Liabilities
  Assets

December 31,
    2008


December 31,
    2007Investment in Belvedere Company, at value (identified cost,
    $1,088,403,135 and $1,543,805,050, respectively)

$
754,467,403


$
1,697,387,202Unaffiliated investments, at value (identified cost,
    $283,709,574 and $528,154,367, respectively)


165,419,936



535,413,550Affiliated investment, at value (identified cost, $932,893 and
    $1,280,926, respectively)


932,893



1,280,926Cash


1,451,335



1,143,960Distributions and interest receivable






371,676Interest receivable from affiliated investment


1,221



11,842Interest receivable for open interest rate swap agreements






28,765Open interest rate swap agreements, at value






1,006,924Other assets






1,148,642Total assets

$
922,272,788


$
2,237,793,487LiabilitiesLoan payable  Credit Facility

$
273,000,000


$
420,400,000Mortgage note payable






211,217,114Payable for Fund shares redeemed


273,198



9,563,231Special Distributions payable


169,136



Interest payable for open interest rate swap agreements


63,019



Open interest rate swap agreements, at value


6,073,508



Payable to affiliate for investment advisory and administrative
    fees


265,077



494,963Payable to affiliate for distribution and servicing fees


169,974



512,735Other accrued expenses:Interest expense


80,528



1,056,048Other expenses and liabilities


532,344



536,232Total liabilities

$
280,626,784


$
643,780,323Net Assets

$
641,646,004


$
1,594,013,164Shareholders
    Capital

$
641,646,004


$
1,594,013,164Shares Outstanding
    (unlimited number of shares authorized)


10,471,655



14,204,446Net
    Asset Value and Redemption Price Per Share

$
61.27


$
112.22   See
    notes to consolidated financial statements
   45




---



##### Table of Contents



Belmar Capital
    Fund LLC
   CONSOLIDATED FINANCIAL
    STATEMENTS CONTD
  Consolidated
    Statements of Operations
  Year
    EndedInvestment Income

December 31,
    2008


December 31,
    2007


December 31,
    2006Dividends allocated from Belvedere Company (net of foreign
    taxes, $346,616, $622,037 and $584,965, respectively)

$
28,484,881


$
37,208,124


$
35,735,738Interest allocated from Belvedere Company


416,167



483,591



267,363Security lending income allocated from Belvedere Company, net


66,599



138,320



43,528Expenses allocated from Belvedere Company


(7,744,992
)


(11,475,812
)


(11,769,499
)Net investment income allocated from Belvedere Company

$
21,222,655


$
26,354,223


$
24,277,130Rental income from Wholly Owned Property


8,864,080



18,161,031



18,161,031Distributions from Partnership Preference Units


7,768,625



5,072,542



1,694,250Net investment income from Real Estate Joint Venture


6,700,343



5,657,677



4,067,194Net investment income from Co-owned Properties


1,112,622



1,344,850



Interest


1,315



25,087



232,557Interest allocated from affiliated investment


81,373



295,429



17,198Expenses allocated from affiliated investment


(13,003
)


(28,354
)


(1,609
)Other income






328,964



Total investment income

$
45,738,010


$
57,211,449


$
48,447,751ExpensesInvestment advisory and administrative fees

$
5,823,962


$
7,531,125


$
6,950,369Distribution and servicing fees


2,085,727



3,439,674



3,537,028Interest expense on Credit Facility


12,156,230



22,601,000



16,206,642Interest expense on mortgage note


6,225,346



13,001,386



13,305,161Custodian and transfer agent fee


77,815



91,628



104,848Miscellaneous


729,298



844,969



524,324Total expenses

$
27,098,378


$
47,509,782


$
40,628,372Deduct Reduction of investment advisory and administrative fees

$
1,141,230


$
1,807,217


$
1,851,776Net expenses

$
25,957,148


$
45,702,565


$
38,776,596Net investment income

$
19,780,862


$
11,508,884


$
9,671,155Realized
    and Unrealized Gain (Loss)Net realized gain (loss) Investment transactions in Belvedere Company (investments and
    foreign currency)  (identified cost
    basis)(1)

$
(20,147,106
)

$
74,199,895


$
61,775,920Investment transactions in Partnership Preference Units
    (identified cost basis)


(3,664,688
)


10,562



154,250Investment transactions in Wholly Owned Property


26,617,965







Interest rate swap
    agreements(2)


(4,963,374
)


3,538,475



2,815,457Net realized gain (loss)

$
(2,157,203
)

$
77,748,932


$
64,745,627Change in unrealized appreciation (depreciation) Investment in Belvedere Company (investments and foreign
    currency) (identified cost basis)

$
(487,517,884
)

$
(6,404,394
)

$
164,175,501Investment in Partnership Preference Units (identified cost
    basis)


(34,909,672
)


(9,700,565
)


(823,274
)Investment in Real Estate Joint Venture


(26,141,939
)


10,973,477



14,476,239Investment in Wholly Owned Property


(56,267,026
)


(28,000,000
)


40,000,000Investment in Co-owned Properties


(8,230,184
)


(41,560
)


Interest rate swap agreements


(7,080,432
)


(8,935,645
)


(360,474
)Net change in unrealized appreciation (depreciation)

$
(620,147,137
)

$
(42,108,687
)

$
217,467,992Net realized and unrealized gain (loss)

$
(622,304,340
)

$
35,640,245


$
282,213,619Net increase (decrease) in net assets from operations

$
(602,523,478
)

$
47,149,129


$
291,884,774   (1)
    
    Amounts include net realized gain from redemptions in-kind of
    $25,768,526, $50,205,672 and $30,982,484, respectively.(2)
    
    Amounts include net interest earned (incurred) in connection
    with interest rate swap agreements of $(4,792,666), $3,538,475
    and $2,815,457, respectively (Note 2F).  See
    notes to consolidated financial statements
   46




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##### Table of Contents



Belmar Capital
    Fund LLC
   CONSOLIDATED FINANCIAL
    STATEMENTS CONTD
  Consolidated
    Statements of Changes in Net Assets
  Year
    EndedIncrease (Decrease)
    in Net Assets

December 31,
    2008


December 31,
    2007


December 31,
    2006From operations Net investment income

$
19,780,862


$
11,508,884


$
9,671,155Net realized gain (loss) from investment transactions, foreign
    currency transactions and 
    interest rate swap agreements


(2,157,203
)


77,748,932



64,745,627Net change in unrealized appreciation (depreciation) of
    investments, foreign currency and 
    interest rate swap agreements


(620,147,137
)


(42,108,687
)


217,467,992Net increase (decrease) in net assets from operations

$
(602,523,478
)

$
47,149,129


$
291,884,774Transactions in Fund shares Net asset value of Fund shares issued to Shareholders in payment
    of  distributions declared

$
6,934,828


$
8,735,995


$
5,500,364Net asset value of Fund shares redeemed


(338,400,691
)


(395,888,501
)


(203,520,239
)Net decrease in net assets from Fund share transactions

$
(331,465,863
)

$
(387,152,506
)

$
(198,019,875
)Distributions Distributions to Shareholders

$
(18,208,683
)

$
(22,004,052
)

$
(14,213,425
)Special Distributions


(169,136
)






Total distributions

$
(18,377,819
)

$
(22,004,052
)

$
(14,213,425
)Net increase (decrease) in net assets

$
(952,367,160
)

$
(362,007,429
)

$
79,651,474Net
    AssetsAt beginning of year

$
1,594,013,164


$
1,956,020,593


$
1,876,369,119At end of year

$
641,646,004


$
1,594,013,164


$
1,956,020,593   See
    notes to consolidated financial statements
   47




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##### Table of Contents



Belmar Capital
    Fund LLC
   CONSOLIDATED FINANCIAL
    STATEMENTS CONTD
  Consolidated
    Statements of Cash Flows
  Year
    EndedIncrease (Decrease)
    in Cash

December 31,
    2008


December 31,
    2007


December 31,
    2006Cash Flows From Operating Activities Net increase (decrease) in net assets from operations

$
(602,523,478
)

$
47,149,129


$
291,884,774Adjustments to reconcile net increase (decrease) in net assets
    from operations to net cash flows provided by (used in)
    operating activities Net investment income allocated from Belvedere Company


(21,222,655
)


(26,354,223
)


(24,277,130
)Net investment income from Real Estate Joint Venture


(6,700,343
)


(5,657,677
)


(4,067,194
)Net payments (to) from Real Estate Joint Venture


(2,736,335
)


4,281,465



3,026,273Net investment income from Co-owned Properties


(1,112,622
)


(1,344,850
)


Net payments from Co-owned Properties


1,013,927



46,683,332



Decrease in short-term investments










3,549,638(Increase) decrease in affiliated investment and interest
    receivable from affiliated investment


358,654



528,205



(1,808,885
)(Increase) decrease in distributions and interest receivable


371,676



(371,520
)


(11,440
)(Increase) decrease in interest receivable for open interest
    rate swap agreements


28,765



26,182



(51,927
)(Increase) decrease in other assets


246,766



(67,603
)


560Increase (decrease) in payable to affiliate for investment
    advisory and administrative fees


(229,886
)


62,830



5,290Increase (decrease) in payable to affiliate for distribution and
    servicing fees


(342,761
)


(82,650
)


10,955Increase in interest payable for open interest rate swap
    agreements


63,019







Increase (decrease) in accrued interest and other accrued
    expenses and liabilities


(406,248
)


17,483



119,667Purchases of Partnership Preference Units


(6,510
)


(97,633,376
)


(3,052
)Proceeds from sales of Partnership Preference Units


4,522,484



1,011,624



21,129,773Purchase of investment in real property






(30,058,790
)


Proceeds from sale of real property






17,745,462



Proceeds from sale of Wholly Owned and Co-owned Properties


57,141,196



29,495,359



Purchase of investment in Co-owned Properties






(82,900,593
)


Decrease in investment in Belvedere Company


117,000,000



45,000,000



Payment for termination of interest rate swap agreements


(170,708
)






Net interest earned (incurred) on interest rate swap agreements


(4,792,666
)


3,538,475



2,815,457Net realized (gain) loss from investment transactions, foreign
    currency transactions and interest rate swap agreements


2,157,203



(77,748,932
)


(64,745,627
)Net change in unrealized (appreciation) depreciation of
    investments, foreign currency and interest rate swap agreements


620,147,137



42,108,687



(217,467,992
)Net cash flows provided by (used in) operating activities

$
162,806,615


$
(84,571,981
)

$
10,109,140Cash Flows From Financing Activities Proceeds from Credit Facility

$
13,000,000


$
398,400,000


$
12,000,000Repayments of Credit Facility


(160,400,000
)


(287,000,000
)


(7,000,000
)Repayments of mortgage note


(2,672,030
)


(5,141,649
)


(4,838,933
)Payments for Fund shares redeemed


(1,136,315
)


(7,673,726
)


(1,758,928
)Distributions paid to Shareholders


(11,273,855
)


(13,268,057
)


(8,713,061
)Distributions paid to minority investors


(17,040
)


(17,816
)


(16,800
)Net cash flows provided by (used in) financing activities

$
(162,499,240
)

$
85,298,752


$
(10,327,722
)Net increase (decrease) in cash

$
307,375


$
726,771


$
(218,582
)Cash at beginning of year

$
1,143,960


$
417,189


$
635,771Cash at end of year

$
1,451,335


$
1,143,960


$
417,189Supplemental
    Disclosure and Non-cash Operating and Financing ActivitiesInterest paid on loan  Credit Facility

$
12,392,491


$
22,545,143


$
16,034,475Interest paid on mortgage note

$
6,408,486


$
13,019,382


$
13,322,097Interest paid (received) on interest rate swap agreements, net

$
4,700,882


$
(3,564,657
)

$
(2,763,530
)Reinvestment of distributions paid to Shareholders

$
6,934,828


$
8,735,995


$
5,500,364Market value of securities received from sale of Partnership
    Preference Units and subsequently contributed to Belvedere
    Company

$
7,076,945


$



$
Market value of securities distributed in payment of redemptions

$
346,554,409


$
380,599,152


$
203,769,066Market value of real property and other assets, net of current
    liabilities, assumed in conjunction with the acquisition of real
    property

$



$
30,058,790


$
Market value of real property and other assets, net of current
    liabilities, disposed of in conjunction with the sale of real
    property

$



$
17,745,462


$
Market value of real property and other assets, net of current
    liabilities, disposed of in conjunction with the sale of Wholly
    Owned Property

$
278,345,756


$



$
Mortgage note disposed of in conjunction with the sale of Wholly
    Owned Property

$
208,545,084


$



$
   See
    notes to consolidated financial statements
   48




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##### Table of Contents



Belmar Capital
    Fund LLC
   CONSOLIDATED FINANCIAL
    STATEMENTS CONTD
  Financial
    Highlights
  Year
    EndedDecember 31,
    2008


December 31,
    2007


December 31,
    2006Net asset value  Beginning of year

$
112.220


$
110.890


$
95.660Income
    (loss) from operationsNet investment
    income(1)

$
1.581


$
0.718


$
0.524Net realized and unrealized gain (loss)


(51.207
)


1.862



15.446Total income (loss) from operations

$
(49.626
)

$
2.580


$
15.970DistributionsDistributions to Shareholders

$
(1.310
)

$
(1.250
)

$
(0.740
)Special Distributions


(0.014
)






Total distributions

$
(1.324
)

$
(1.250
)

$
(0.740
)Net asset value  End of year

$
61.270


$
112.220


$
110.890Total
    Return(2)


(44.70
)%


2.34
%


16.82
%Ratios
    as a percentage of average net assetsInvestment advisory and administrative fees, distribution and
    servicing fees and other operating
    expenses(3)(4)


1.34
%


1.20
%


1.13
%Interest and other borrowing
    costs(3)(5)


1.07
%


1.25
%


0.88
%Expenses of Wholly Owned
    Property(6)


0.55
%


0.72
%


0.72
%Total expenses


2.96
%


3.17
%


2.73
%Net investment
    income(5)


1.74
%


0.64
%


0.52
%Ratios
    as a percentage of average gross
    assets(7)Investment advisory and administrative fees, distribution and
    servicing fees and other operating
    expenses(3)(4)


0.80
%


0.82
%


0.82
%Interest and other borrowing
    costs(3)(5)


0.64
%


0.86
%


0.63
%Expenses of Wholly Owned
    Property(6)


0.34
%


0.49
%


0.52
%Total expenses


1.78
%


2.17
%


1.97
%Net investment
    income(5)


1.04
%


0.44
%


0.38
%Supplemental
    DataNet assets, end of year (000s omitted)

$
641,646


$
1,594,013


$
1,956,021Portfolio turnover of Tax-Managed Growth
    Portfolio(8)


1
%


2
%


1
%   (1)
    
    Calculated using average shares outstanding.(2)
    
    Returns are historical and are calculated by determining the
    percentage change in net asset value with all distributions
    reinvested (except for Special Distributions).(3)
    
    Includes the expenses of Belmar Capital Fund LLC (Belmar
    Capital) and Belmar Realty Corporation (Belmar Realty). Does not
    include expenses of Belmar Realtys Wholly Owned Property
    (Note 1).(4)
    
    Includes Belmar Capitals share of Belvedere Capital
    Fund Company LLCs (Belvedere Company) 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)
    
    Represents expenses incurred by Belmar Realtys Wholly
    Owned Property (Note 1).(7)
    
    Average gross assets means the average daily amount of the value
    of all assets of Belmar Capital (including Belmar Capitals
    interest in Belvedere Company and Belmar Capitals ratable
    share of the assets of its direct and indirect subsidiaries,
    real estate joint ventures and co-owned real property
    investments), without reduction by any liabilities.(8)
    
    Excludes the value of portfolio securities contributed or
    distributed as a result of in-kind shareholder transactions. The
    portfolio turnover rate of Tax-Managed Growth Portfolio
    including in-kind contributions and distributions was 3%, 6% and
    7% for the years ended December 31, 2008, 2007 and 2006,
    respectively.  See
    notes to consolidated financial statements
   49




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##### Table of Contents



Belmar Capital
    Fund LLC
   NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS
  1  Organization
   long-term,
  tenancy-in-common
  2  Significant
    Accounting Policies
     A  Principles
    of Consolidation 
    B  Basis
    of Presentation 
  C  Cash 
  D  Investment
    Costs 
  E  Investment
    and Other Valuations 
   50




---



##### Table of Contents



Belmar Capital
    Fund LLC
   NOTES TO CONSOLIDATED
    FINANCIAL
    STATEMENTS CONTD
             and/or
      Co-owned
     51




---



##### Table of Contents



Belmar Capital
    Fund LLC
   NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS CONTD
   and/or
  and/or
    Rule 2a-7
      F  Interest
    Rate Swaps 
  G  Income 
        H  Income
    Taxes 
   52




---



##### Table of Contents



Belmar Capital
    Fund LLC
   NOTES TO CONSOLIDATED
    FINANCIAL
    STATEMENTS CONTD
         I  Other 
  J  Use
    of Estimates 
  K  Indemnifications
    and Guarantees 
  L  Recently
    Issued Accounting Pronouncement 
  3  Fair
    Value Hierarchy
     
    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.         53




---



##### Table of Contents



Belmar Capital
    Fund LLC
   NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS CONTD
   Fair Value
    Measurements atDecember 31,


December 31,
    2008Description

2008


Level 1


Level 2


Level 3AssetsInvestment in Belvedere Company

$
754,467,403


$
754,467,403


$



$
Partnership Preference Units


69,243,983











69,243,983Real Estate Joint Venture


76,958,507











76,958,507Co-owned Properties


19,217,446











19,217,446Short-Term Investment


932,893







932,893



Total

$
920,820,232


$
754,467,403


$
932,893


$
165,419,936LiabilitiesInterest Rate Swap Agreements

$
6,073,508


$



$
6,073,508


$
Total

$
6,073,508


$



$
6,073,508


$

     Level 3 Fair
    Value Measurements for theYear Ended
    December 31, 2008WhollyPartnership


Real Estate


Owned andPreference


Joint


Co-ownedUnits


Venture


Properties


TotalBeginning balance as of
    January 1, 2008

$
119,411,262


$
93,663,768


$
322,338,520


$
535,413,550Net realized gain (loss)


(3,664,688
)






26,617,965



22,953,277Net change in unrealized appreciation (depreciation)


(34,909,672
)


(26,141,939
)


(64,497,210
)


(125,548,821
)Net sales


(11,592,919
)






(265,343,350
)


(276,936,269
)Net investment
    income(1)






6,700,343



1,112,622



7,812,965Other(2)






2,736,335



(1,011,101
)


1,725,234Net transfers in
    and/or out
    of Level 3














Ending balance
    as of
    December 31, 2008

$
69,243,983


$
76,958,507


$
19,217,446


$
165,419,936Net change in unrealized appreciation (depreciation)
    from investments still held at December 31, 2008

$
(36,215,890
)

$
(26,141,939
)

$
(8,230,184
)

$
(70,588,013
)
   (1)
    
    Represents net investment income recorded using the equity
    method of accounting.(2)
    
    Represents distributions of earnings and capital contributions
    recorded using the equity method of accounting.  4  Distributions
    to Shareholders
            54




---



##### Table of Contents



Belmar Capital
    Fund LLC
   NOTES TO CONSOLIDATED
    FINANCIAL
    STATEMENTS CONTD
   5  Shareholder
    Transactions
     Year
    EndedDecember 31,


December 31,


December 31,2008


2007


2006Issued to Shareholders electing to receive payment of
    distributions in Fund shares


67,683



79,260



57,391Redemptions


(3,800,474
)


(3,514,114
)


(2,032,185
)Net decrease


(3,732,791
)


(3,434,854
)


(1,974,794
)
   6  Investment
    Transactions
     Year
    EndedDecember 31,


December 31,


December 31,Investment
    Transactions

2008


2007


2006Increase in investment in Belvedere
    Company(1)

$
7,076,945


$



$
Decreases in investment in Belvedere Company

$
463,554,409


$
425,599,152


$
203,769,066Increases in Partnership Preference
    Units(2)

$
6,510


$
97,633,376


$
3,052Decreases in Partnership Preference
    Units(1)(3)

$
11,599,429


$
1,011,624


$
21,129,773Increases in investment in Real Estate Joint Venture

$
6,120,000


$



$
Decreases in investment in Real Estate Joint Venture

$
3,383,665


$
4,281,465


$
3,026,273Decrease in investment in Wholly Owned
    Property(4)

$
69,797,846


$



$
Increase in investment in
    real property(5)

$



$
30,058,790


$
Decrease in investment in
    real property(5)

$



$
17,745,462


$
Increases in investment in
    Co-owned
    Properties(4)(5)(6)

$
12,671,235


$
83,657,450


$
Decreases in investment in Co-owned
    Properties(6)

$
1,028,512


$
76,935,548


$

   (1)
    
    In November 2008, Belmar Realty exchanged Partnership
    Preference Units for cash and shares of the respective
    issuers publicly traded common stock. The publicly traded
    common stock was valued at $7,076,945 and contributed to
    Belvedere Company, and Belvedere Company, in turn, immediately
    thereafter exchanged the contributed common stock for an
    interest in the Portfolio.(2)
    
    Increases in Partnership Preference Units for the year ended
    December 31, 2007 include Partnership Preference Units
    purchased from real estate investment affiliates of other
    investment funds advised by Boston Management for $82,633,376.(3)
    
    Decreases in Partnership Preference Units for the year ended
    December 31, 2006 represents Partnership Preference Units
    sold to real estate investment affiliates of other investment
    funds advised by Boston Management for which a net realized gain
    of $154,250 was recognized.(4)
    
    Decrease in investment in Wholly Owned Property for the year
    ended December 31, 2008 represents the sale of Bel Stamford
    to the real estate investment affiliates of other investment
    funds advised by Boston Management for which a gain of
    $26,617,965 was recognized. As part of the transaction, Belmar
    Realty retained an interest in the
    Co-owned
    Property through Bel Stamford II (Note 9) of
    $12,656,650.(5)
    
    In May 2007, the Fund purchased a direct investment in real
    property for $30,058,790. Subsequently, in June 2007, the
    Fund sold its investment in real property to real estate
    investment affiliates of other investment funds advised by
    Boston Management for $17,745,462, and to Bel SML I, retaining
    an interest in the Co-owned Property. No gain or loss was
    recognized on the transactions.In July 2007, Bel SML I acquired an interest in an
    additional Co-owned Property for $13,756,538.(6)
    
    In July 2007, the Fund purchased a 70% interest in a
    Co-owned
    Property for $69,144,055. Subsequently, in August 2007, the
    Fund sold an interest in the property to a real estate
    investment affiliate of another investment fund advised by
    Boston Management for $29,495,359, and retained an interest in
    the Co-owned Property through Bel Marquette I. No gain or loss
    was recognized on the transaction.  7  Indirect
    Investment in the Portfolio
     Year
    EndedDecember 31,


December 31,


December 31,2008


2007


2006Belvedere Companys interest in the
    Portfolio(1)

$
7,830,200,429


$
14,763,099,076


$
14,909,807,057The Funds investment in Belvedere
    Company(2)

$
754,467,403


$
1,697,387,202


$
2,028,836,630Income allocated to Belvedere Company from the Portfolio

$
270,863,516


$
298,751,556


$
255,986,139Income allocated to the Fund from Belvedere Company

$
28,967,647


$
37,830,035


$
36,046,629Expenses allocated to Belvedere Company from the Portfolio

$
53,705,900


$
67,348,884


$
62,097,585
   55




---



##### Table of Contents



Belmar Capital
    Fund LLC
   NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS CONTD
   Year
    EndedDecember 31,


December 31,


December 31,2008


2007


2006Expenses allocated to the Fund from Belvedere
    Company(3)

$
7,744,992


$
11,475,812


$
11,769,499Net realized gain (loss) from investment transactions and
    foreign currency transactions allocated to Belvedere Company
    from the Portfolio

$
(203,248,973
)

$
581,142,259


$
440,653,635Net realized gain (loss) from investment transactions and
    foreign currency transactions allocated to the Fund from
    Belvedere Company

$
(20,147,106
)

$
74,199,895


$
61,775,920Net change in unrealized appreciation (depreciation) of
    investments and foreign currency allocated to Belvedere Company
    from the Portfolio

$
(4,579,608,072
)

$
(99,671,823
)

$
1,164,296,884Net change in unrealized appreciation (depreciation) of
    investments and foreign currency allocated to the Fund from
    Belvedere Company

$
(487,517,884
)

$
(6,404,394
)

$
164,175,501
   (1)
    
    As of December 31, 2008, 2007 and 2006, the value of
    Belvedere Companys interest in the Portfolio represents
    73.9%, 74.3% and 73.1% of the Portfolios net assets,
    respectively.(2)
    
    As of December 31, 2008, 2007 and 2006, the Funds
    investment in Belvedere Company represents 9.6%, 11.5% and 13.6%
    of Belvedere Companys net assets, respectively.(3)
    
    Expenses allocated to the Fund from Belvedere Company represent:  Year
    EndedDecember 31,


December 31,


December 31,2008


2007


2006Expenses allocated from the Portfolio

$
5,776,980


$
8,520,310


$
8,751,807Servicing fee (see Note 12)

$
1,909,608


$
2,882,960


$
2,944,524Operating expenses

$
58,404


$
72,542


$
73,168
   8  Investment
    in Real Estate Joint Venture
     day-to-day day-to-day day-to-day
            56




---



##### Table of Contents



Belmar Capital
    Fund LLC
   NOTES TO CONSOLIDATED
    FINANCIAL
    STATEMENTS CONTD
   December 31,


December 31,2008


2007AssetsInvestment in real estate

$
314,808,571


$
341,911,481Other assets


7,972,822



5,762,549Total assets

$
322,781,393


$
347,674,030Liabilities and Shareholders EquityMortgage notes
    payable(1)

$
228,513,229


$
228,745,957Other liabilities


4,749,154



4,603,094Total liabilities

$
233,262,383


$
233,349,051Shareholders equity

$
89,519,010


$
114,324,979Total liabilities and shareholders equity

$
322,781,393


$
347,674,030
   (1)
    
    The fair value of the mortgage notes payable is approximately
    $201,900,000 and $229,200,000 as of December 31, 2008 and
    2007, respectively. The mortgage notes payable generally cannot
    be prepaid or otherwise disposed of without incurring a
    substantial prepayment penalty. Management generally has no
    current plans to prepay or otherwise dispose of the mortgage
    notes payable without the sale of the related real property. The
    fair value of the mortgage notes is based on estimates using
    discounted cash flow analysis and current prevailing interest
    rates.  Year
    EndedDecember 31,


December 31,


December 31,2008


2007


2006Revenues

$
29,808,529


$
28,403,730


$
25,864,410Expenses


22,035,509



21,512,528



20,824,517Income before unrealized appreciation (depreciation)

$
7,773,020


$
6,891,202


$
5,039,893Change in net unrealized appreciation (depreciation)


(36,830,923
)


10,845,796



17,930,124Net investment income (loss)

$
(29,057,903
)

$
17,736,998


$
22,970,017
   9  Investment
    in Co-owned Properties
     10  Interest
    Rate Swap Agreements
     InitialNotional







Optional


Final


Unrealized
    AppreciationAmount







Termi-


Termi-


(Depreciation)
    atEffective


(000s


Fixed


Floating

nation


nation


December 31,


December 31,Date


omitted)


Rate


Rate

Date


Date


2008


200710/03
(1)

$
55,831



4
.875%


LIBOR +
    0.20%


4/04



6/10


$



$
139,84610/03
(1)


43,010



4
.755%


LIBOR +
    0.20%


7/04



6/10







149,57210/03
(1)


56,978



4
.695%


LIBOR +
    0.20%


9/04



6/10







230,32010/03
(1)


64,418



4
.565%


LIBOR +
    0.20%


3/05



6/10







328,01710/03



110,068



3
.973%


LIBOR +
    0.20%






6/10



(3,897,596
)


25,8712/04
(1)


58,363



4
.90%


LIBOR +
    0.20%


8/04



6/10







133,2986/08



50,000



3
.890%


LIBOR +
    0.20%






6/10



(1,709,409
)


6/08



58,363



4
.645%


LIBOR +
    0.20%


3/09



6/10



(466,503
)


9/08
(1)


50,000



4
.215%


LIBOR +
    0.20%


12/08



6/10







$
(6,073,508
)

$
1,006,924
  (1)
    
    Interest rate swap agreements were terminated for which
    aggregate losses of $170,708 were realized.  11  Debt
   A  Mortgage
    Note 
   57




---



##### Table of Contents



Belmar Capital
    Fund LLC
   NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS CONTD
      MonthlyPrincipalAnnual


and


Outstanding
    atMaturity

Interest


Interest


December 31,


December 31,Date

Rate


Payment


2008


2007October 11, 2016


6.00
%

$
1,513,419


$
(1
)

$
211,217,114
   (1)
    
    In June 2008, Belmar Realty sold its interest in
    Bel Stamford. At the time of the transaction, the mortgage
    note payable was $208,545,084. The mortgage note was assumed by
    Bel Stamford II and the other investors in the Co-owned Property.    B  Credit
    Facility 
          At
    December 31, 2008


At
    December 31, 2007Total amount available under the Credit Facility

$
391,500,000


$
519,500,000DKH borrowings outstanding

$
273,000,000


$
401,000,000Merrill Lynch borrowings outstanding

$



$
19,400,000
     C  Average
    Borrowings and Average Interest Rate 
  12  Management
    Fee and Other Transactions with Affiliates
     co-owned
   58




---



##### Table of Contents



Belmar Capital
    Fund LLC
   NOTES TO CONSOLIDATED
    FINANCIAL
    STATEMENTS CONTD
             Year
    EndedDecember 31,


December 31,


December 31,2008


2007


2006Advisory fee allocated to Belvedere Company from the Portfolio

$
50,952,553


$
64,755,126


$
59,955,794Advisory fee allocated to the Fund from Belvedere Company

$
5,482,104


$
8,191,590


$
8,451,162Advisory fee allocated to the Fund from Cash Management

$
12,427


$
27,049


$
1,572Advisory and administrative fees incurred directly by the Fund

$
5,823,962


$
7,531,125


$
6,950,369Distribution fee incurred directly by the Fund

$
1,141,230


$
1,807,217


$
1,851,776Reduction of advisory and administrative fees

$
1,141,230


$
1,807,217


$
1,851,776Servicing fee of Belvedere Company

$
17,747,191


$
22,797,451


$
20,893,224Servicing fee allocated to the Fund from Belvedere Company

$
1,909,608


$
2,882,960


$
2,944,524Servicing fee incurred directly by the Fund

$
944,497


$
1,632,457


$
1,685,252Servicing fee paid or accrued to subagents

$
2,847,448


$
4,508,739


$
4,620,400
   13  Segment
    Information
        59




---



##### Table of Contents



Belmar Capital
    Fund LLC
   NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS CONTD
     Year
    EndedDecember 31,


December 31,


December 31,2008


2007


2006Investment incomeThe Portfolio*

$
21,222,655


$
26,354,223


$
24,277,130Real Estate


24,445,670



30,565,064



23,922,475Unallocated


69,685



292,162



248,146Total investment income

$
45,738,010


$
57,211,449


$
48,447,751Interest expenseThe Portfolio*

$



$
4,520,200


$
4,537,860Real
    Estate(1)


16,679,704



27,014,006



20,760,216Unallocated(2)


1,701,872



4,068,180



4,213,727Total interest expense

$
18,381,576


$
35,602,386


$
29,511,803Net realized gain (loss)The Portfolio*

$
(20,147,106
)

$
74,199,895


$
61,775,920Real Estate


17,989,903



3,549,037



2,969,707Unallocated










Total net realized gain (loss)

$
(2,157,203
)

$
77,748,932


$
64,745,627Net change in unrealized appreciation (depreciation)The Portfolio*

$
(487,517,884
)

$
(6,404,394
)

$
164,175,501Real Estate


(132,629,253
)


(35,704,293
)


53,292,491Unallocated










Total net change in unrealized appreciation (depreciation)

$
(620,147,137
)

$
(42,108,687
)

$
217,467,992Net increase (decrease) in net assets from operationsThe Portfolio*

$
(487,399,251
)

$
88,034,184


$
244,106,211Real Estate


(111,055,075
)


(33,273,244
)


55,658,148Unallocated(3)


(4,069,152
)


(7,611,811
)


(7,879,585
)Net increase (decrease) in net assets from operations

$
(602,523,478
)

$
47,149,129


$
291,884,774
   At
    December 31, 2008


At
    December 31, 2007Segment assetsThe Portfolio*

$
754,467,403


$
1,697,387,202Real Estate


165,419,936



538,070,578Unallocated(4)


2,385,449



2,335,707Segment assets

$
922,272,788


$
2,237,793,487Net assetsThe Portfolio*

$
753,979,252


$
1,601,648,138Real Estate


(75,394,188
)


63,062,397Unallocated(5)


(36,939,060
)


(70,697,371
)Net assets

$
641,646,004


$
1,594,013,164
   *
    
    Belmar Capital invests indirectly in the Portfolio through
    Belvedere Company.(1)
    
    Includes interest expense on the mortgage note payable held by
    Bel Stamford (Note 11A), as well as interest expense incurred on
    Credit Facility borrowings allocated to the real estate segment
    for presentation purposes.(2)
    
    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.(3)
    
    Unallocated amounts pertain to the overall operation of Belmar
    Capital and do not pertain to either segment. Included in this
    amount are primarily distribution and servicing fees and
    unallocated Credit Facility interest expense as follows:  Year
    EndedDecember 31,


December 31,


December 31,2008


2007


2006Distribution and servicing fees

$
2,085,727


$
3,439,674


$
3,537,028Interest expense on Credit Facility

$
1,701,872


$
4,068,180


$
4,213,727
   (4)
    
    Primarily includes cash held by the Fund and the Funds
    investment in Cash Management.(5)
    
    Amount includes unallocated liabilities, net of unallocated
    assets. Unallocated liabilities primarily consist of outstanding
    unallocated Credit Facility borrowings. Such borrowings are used
    to finance ongoing operations of the Fund and are not allocable
    to reportable segments. As of December 31, 2008 and 2007,
    such borrowings totaled approximately $38,975,000 and
    $72,256,000, respectively.  14  Subsequent
    Event
      60




---



##### Table of Contents



Belmar Capital
    Fund LLC
   REPORT OF INDEPENDENT REGISTERED
    PUBLIC ACCOUNTING FIRM
   To
    the Shareholders of Belmar Capital Fund LLC and Subsidiaries
          Internal Control  Integrated Framework
       61




---



##### Table of Contents



Tax-Managed Growth
    Portfolio  as
    of December 31, 2008
   PORTFOLIO OF INVESTMENTS
  Common
    Stocks  97.6%Security

Shares


ValueAerospace
    & Defense  4.4%Boeing Co. (The)


992,637


$
42,355,821General Dynamics Corp.


1,127,800



64,950,002Honeywell International, Inc.


293,134



9,623,589Lockheed Martin Corp.


19,800



1,664,784Northrop Grumman Corp.


3,054,737



137,585,354Raytheon Co.


58,153



2,968,129Rockwell Collins, Inc.


147,928



5,782,505United Technologies Corp.


3,688,903



197,725,201$
462,655,385Air
    Freight & Logistics  2.7%CH Robinson Worldwide, Inc.


89,610


$
4,931,238FedEx Corp.


2,107,889



135,221,079United Parcel Service, Inc., Class B


2,580,478



142,339,166$
282,491,483Airlines  0.0%Southwest Airlines Co.


21,029


$
181,270$
181,270Auto
    Components  0.1%Johnson Controls, Inc.


740,109


$
13,440,379WABCO Holdings, Inc.


26,941



425,398$
13,865,777Automobiles  0.0%DaimlerChrysler AG


24,284


$
929,592General Motors Corp.


4,688



15,002Harley-Davidson, Inc.


170,991



2,901,717$
3,846,311Beverages  6.0%Brown-Forman Corp., Class A


454,702


$
23,017,015Brown-Forman Corp., Class B


162,698



8,377,320Coca-Cola
    Co. (The)


5,393,446



244,161,300Coca-Cola
    Enterprises, Inc.


894,224



10,757,515Molson Coors Brewing Co., Class B


186,000



9,099,120PepsiCo, Inc.


6,239,512



341,738,072$
637,150,342Biotechnology 
    2.0%Amgen,
    Inc.(1)


2,949,116


$
170,311,449Biogen Idec,
    Inc.(1)


211,217



10,060,266Genentech,
    Inc.(1)


10,909



904,465Genzyme
    Corp.(1)


244,137



16,203,373Gilead Sciences,
    Inc.(1)


250,207



12,795,586$
210,275,139Building
    Products  0.1%Masco Corp.


625,566


$
6,962,550$
6,962,550Capital
    Markets  2.9%Ameriprise Financial, Inc.


80,154


$
1,872,397Bank of New York Mellon Corp. (The)


901,594



25,542,158Charles Schwab Corp. (The)


746,547



12,071,665Credit Suisse Group


155,136



4,347,620E*Trade Financial
    Corp.(1)


45,935



52,825Federated Investors, Inc., Class B


490,820



8,324,307Franklin Resources, Inc.


539,468



34,407,269Goldman Sachs Group, Inc.


786,102



66,339,148Legg Mason, Inc.


104,784



2,295,817Merrill Lynch & Co., Inc.


1,782,135



20,744,051Morgan Stanley


2,855,276



45,798,627Northern Trust Corp.


732,152



38,174,405Piper Jaffray Cos.,
    Inc.(1)


8,742



347,582Raymond James Financial, Inc.


157,500



2,697,975State Street Corp.


533,812



20,994,826T. Rowe Price Group, Inc.


341,862



12,115,589UBS AG(1)


162,604



2,325,237Waddell & Reed Financial, Inc., Class A


273,635



4,230,397$
302,681,895Chemicals  0.9%Arch Chemicals, Inc.


4,950


$
129,046Ashland, Inc.


39,261



412,633Dow Chemical Co. (The)


230,743



3,481,912E.I. Du Pont de Nemours & Co.


1,045,100



26,441,030Ecolab, Inc.


414,911



14,584,122Monsanto Co.


29,739



2,092,139Olin Corp.


9,900



178,992PPG Industries, Inc.


14,262



605,137Rohm and Haas Co.


2,380



147,060Sigma-Aldrich Corp.


1,049,102



44,314,068Valspar Corp. (The)


100,000



1,809,000$
94,195,139  See
    notes to financial statements
   62




---



##### Table of Contents



Tax-Managed Growth
    Portfolio  as
    of December 31, 2008
   PORTFOLIO OF
    INVESTMENTS CONTD
  Security

Shares


ValueCommercial
    Banks  3.9%Associated Banc-Corp.


34,850


$
729,410Banco Bilbao Vizcaya Argentaria SA ADR


38,112



476,019Bank of Hawaii Corp.


69,735



3,149,930Bank of Montreal


33,047



848,977BB&T Corp.


1,617,758



44,423,635City National Corp.


143,260



6,976,762Comerica, Inc.


304,100



6,036,385Fifth Third Bancorp


2,991,834



24,712,549First Horizon National Corp.


67,880



717,488HSBC Holdings PLC


220,592



2,189,197HSBC Holdings PLC ADR


144,953



7,054,862Huntington Bancshares, Inc.


65,227



499,639KeyCorp


202,168



1,722,471M&T Bank Corp.


61,835



3,549,947Marshall & Ilsley Corp.


637,709



8,698,351National City Corp.


859,198



1,555,148PNC Financial Services Group, Inc.


44,421



2,176,629Regions Financial Corp.


903,107



7,188,732Royal Bank of Canada


661,987



19,634,534Societe Generale


1,092,615



55,431,645SunTrust Banks, Inc.


704,801



20,819,822Synovus Financial Corp.


390,874



3,244,254Toronto-Dominion Bank


17,915



642,611Trustmark Corp.


205,425



4,435,126U.S. Bancorp


4,035,158



100,919,302Valley National Bancorp


5,490



111,172Wells Fargo & Co.


2,783,404



82,054,750Westamerica Bancorporation


1,968



100,663Zions Bancorporation


63,409



1,554,155$
411,654,165Commercial
    Services & Supplies  0.2%Avery Dennison Corp.


56,594


$
1,852,322Cintas Corp.


278,355



6,466,187Herman Miller, Inc.


119,000



1,550,570HNI Corp.


291,437



4,616,362PHH
    Corp.(1)


20,068



255,466Pitney Bowes, Inc.


39,187



998,485Republic Services, Inc.


270,000



6,693,300RR Donnelley & Sons Co.


6,683



90,755Waste Management, Inc.


111,460



3,693,784$
26,217,231Communications
    Equipment  3.3%Alcatel SA
    ADR(1)


9,921


$
21,330Cisco Systems,
    Inc.(1)


9,198,659



149,938,142Corning, Inc.


3,668,877



34,964,398EchoStar Corp.,
    Class A(1)


7,030



104,536Juniper Networks,
    Inc.(1)


136,892



2,396,979Motorola, Inc.


1,155,507



5,118,896Nokia Oyj ADR


1,879,894



29,326,346QUALCOMM, Inc.


3,496,175



125,267,950Research In Motion,
    Ltd.(1)


37,000



1,501,460$
348,640,037Computers
    & Peripherals  2.8%Apple,
    Inc.(1)


299,506


$
25,562,837Dell,
    Inc.(1)


4,083,589



41,815,951EMC
    Corp.(1)


1,744,558



18,265,522Hewlett-Packard Co.


915,206



33,212,826International Business Machines Corp.


1,723,398



145,041,176Lexmark International, Inc.,
    Class A(1)


941,079



25,315,025NetApp,
    Inc.(1)


417,589



5,833,718$
295,047,055Construction
    & Engineering  0.0%Jacobs Engineering Group,
    Inc.(1)


85,889


$
4,131,261$
4,131,261Construction
    Materials  0.2%CRH PLC


157,939


$
4,060,766Vulcan Materials Co.


201,862



14,045,558$
18,106,324Consumer
    Finance  0.6%American Express Co.


719,995


$
13,355,907Capital One Financial Corp.


1,138,005



36,290,979Discover Financial Services


1,155,162



11,008,694SLM
    Corp.(1)


11,082



98,630$
60,754,210Containers
    & Packaging  0.1%Bemis Co., Inc.


184,455


$
4,367,894Sonoco Products Co.


38,555



892,934Temple-Inland, Inc.


90,660



435,168$
5,695,996Distributors  0.1%Genuine Parts Co.


188,424


$
7,133,733$
7,133,733  See
    notes to financial statements
   63




---



##### Table of Contents



Tax-Managed Growth
    Portfolio  as
    of December 31, 2008
   PORTFOLIO OF
    INVESTMENTS CONTD
  Security

Shares


ValueDiversified
    Consumer Services  0.3%Apollo Group, Inc.,
    Class A(1)


23,312


$
1,786,165H&R Block, Inc.


1,509,999



34,307,177$
36,093,342Diversified
    Financial Services  1.4%Bank of America Corp.


3,316,583


$
46,697,489Citigroup, Inc.


1,279,769



8,587,250CME Group, Inc.


12,251



2,549,556ING Groep NV ADR


191,170



2,121,987IntercontinentalExchange,
    Inc.(1)


13,162



1,085,075JPMorgan Chase & Co.


2,676,595



84,393,040Moodys Corp.


319,602



6,420,804$
151,855,201Diversified
    Telecommunication Services  1.5%AT&T, Inc.


1,555,570


$
44,333,745Deutsche Telekom AG ADR


1,759,603



26,921,926Embarq Corp.


10,156



365,210Fairpoint Communications, Inc.


6,918



22,691McLeod USA, Inc.,
    Class A(1)(2)


947



0Telefonos de Mexico SA de CV ADR


1,899,435



39,774,169Telmex Internacional SAB de CV ADR


1,827,270



20,757,787Verizon Communications, Inc.


511,744



17,348,122Windstream Corp.


906,263



8,337,620$
157,861,270Electric
    Utilities  0.6%Duke Energy Corp.


432,532


$
6,492,305Exelon Corp.


1,011,736



56,262,639Southern Co. (The)


68,451



2,532,687$
65,287,631Electrical
    Equipment  0.9%Emerson Electric Co.


2,382,026


$
87,205,972Rockwell Automation, Inc.


127,400



4,107,376Roper Industries, Inc.


46,244



2,007,452Sunpower Corp.,
    Class B(1)


14,465



440,315$
93,761,115Electronic
    Equipment, Instruments & Components  0.1%Agilent Technologies,
    Inc.(1)


459,702


$
7,185,142Arrow Electronics,
    Inc.(1)


8,750



164,850Flextronics International,
    Ltd.(1)


185,308



474,388Jabil Circuit, Inc.


43,281



292,147National Instruments Corp.


35,783



871,674Plexus
    Corp.(1)


135,900



2,303,505Tyco Electronics, Ltd.


18,012



291,975$
11,583,681Energy
    Equipment & Services  0.7%Baker Hughes, Inc.


136,681


$
4,383,360Halliburton Co.


846,691



15,392,842Schlumberger, Ltd.


1,172,630



49,637,428Transocean,
    Ltd.(1)


81,993



3,874,169$
73,287,799Food
    & Staples Retailing  3.3%Costco Wholesale Corp.


913,115


$
47,938,537CVS Caremark Corp.


2,410,490



69,277,483Kroger Co. (The)


1,308,723



34,563,374Safeway, Inc.


321,316



7,637,681Sysco Corp.


2,086,741



47,869,839Walgreen Co.


963,359



23,766,067Wal-Mart Stores, Inc.


2,041,850



114,466,111$
345,519,092Food
    Products  2.0%Archer-Daniels-Midland Co.


1,574,460


$
45,391,682Campbell Soup Co.


54,780



1,643,948ConAgra Foods, Inc.


184,395



3,042,517Del Monte Foods Co.


21,341



152,375General Mills, Inc.


28,272



1,717,524H.J. Heinz Co.


124,700



4,688,720Hershey Co. (The)


518,481



18,012,030J.M. Smucker Co. (The)


1,333



57,799Kellogg Co.


5,556



243,631Kraft Foods, Inc., Class A


293,367



7,876,904Nestle SA


2,750,000



108,894,892Sara Lee Corp.


2,445,964



23,945,988Unilever NV


72,175



1,771,896Unilever PLC ADR


1,755



40,400$
217,480,306Health
    Care Equipment & Supplies  1.3%Baxter International, Inc.


244,090


$
13,080,783Becton, Dickinson & Co.


63,708



4,356,990Boston Scientific
    Corp.(1)


1,118,559



8,657,647Covidien, Ltd.


194,108



7,034,474Hospira,
    Inc.(1)


110,611



2,966,587  See
    notes to financial statements
   64




---



##### Table of Contents



Tax-Managed Growth
    Portfolio  as
    of December 31, 2008
   PORTFOLIO OF
    INVESTMENTS CONTD
  Security

Shares


ValueHealth
    Care Equipment & Supplies (continued)Medtronic, Inc.


2,622,356


$
82,394,425St. Jude Medical,
    Inc.(1)


126,830



4,180,317Stryker Corp.


167,047



6,673,528Zimmer Holdings,
    Inc.(1)


273,488



11,054,385$
140,399,136Health
    Care Providers & Services  1.6%AmerisourceBergen Corp.


368,948


$
13,156,686Cardinal Health, Inc.


1,851,953



63,836,820CIGNA Corp.


49,467



833,519Express Scripts,
    Inc.(1)


196,994



10,830,730Henry Schein,
    Inc.(1)


840,737



30,846,641IMS Health, Inc.


120,055



1,820,034McKesson Corp.


6,462



250,273Medco Health Solutions,
    Inc.(1)


340,775



14,281,880PharMerica
    Corp.(1)


30,682



480,787UnitedHealth Group, Inc.


405,450



10,784,970WellPoint,
    Inc.(1)


604,715



25,476,643$
172,598,983Hotels,
    Restaurants & Leisure  1.1%Carnival Corp., Unit


542,168


$
13,185,526Darden Restaurants, Inc.


147,345



4,152,182International Game Technology


459,500



5,463,455Interval Leisure Group,
    Inc.(1)


85,966



463,357Marriott International, Inc., Class A


424,554



8,257,575McDonalds Corp.


896,673



55,764,094Starbucks
    Corp.(1)


2,248,271



21,268,644Wyndham Worldwide Corp.


80,271



525,775Yum! Brands, Inc.


247,273



7,789,099$
116,869,707Household
    Durables  0.1%Blyth, Inc.


46,500


$
364,560D.R. Horton, Inc.


417,028



2,948,388Fortune Brands, Inc.


115,478



4,766,932Leggett & Platt, Inc.


365,903



5,558,067Newell Rubbermaid, Inc.


101,321



990,919$
14,628,866Household
    Products  3.4%Clorox Co. (The)


31,145


$
1,730,416Colgate-Palmolive Co.


687,088



47,093,012Energizer Holdings,
    Inc.(1)


76,555



4,144,688Kimberly-Clark Corp.


566,254



29,864,236Procter & Gamble Co.


4,466,728


$
276,133,125$
358,965,477Independent
    Power Producers & Energy Traders  0.0%AES Corp.
    (The)(1)


133,519


$
1,100,197$
1,100,197Industrial
    Conglomerates  2.1%3M Co.


940,577


$
54,120,801General Electric Co.


10,426,568



168,910,402Textron, Inc.


18,236



252,933Tyco International, Ltd.


27,264



588,902$
223,873,038Insurance  4.2%Aegon NV ADR


5,178,488


$
31,329,852Aflac, Inc.


2,234,214



102,416,370Allstate Corp. (The)


191,053



6,258,896AON Corp.


298,634



13,641,601Arthur J. Gallagher & Co.


454,092



11,765,524Berkshire Hathaway, Inc.,
    Class A(1)


633



61,147,800Berkshire Hathaway, Inc.,
    Class B(1)


40,240



129,331,360Chubb Corp.


28,354



1,446,054Cincinnati Financial Corp.


135,528



3,939,799Hartford Financial Services Group, Inc.


19,476



319,796Lincoln National Corp.


105,180



1,981,591Manulife Financial Corp.


246,658



4,200,586Marsh & McLennan Cos., Inc.


407,693



9,894,709MetLife, Inc.


81



2,824Old Republic International Corp.


288,810



3,442,615Progressive Corp.


2,604,179



38,567,891Torchmark Corp.


318,929



14,256,126Travelers Companies, Inc. (The)


341,416



15,432,003UnumProvident Group


39,000



725,400$
450,100,797Internet
    & Catalog Retail  0.1%Amazon.com,
    Inc.(1)


43,801


$
2,246,115Expedia,
    Inc.(1)


403,096



3,321,511HSN,
    Inc.(1)


80,619



586,100IAC/InterActiveCorp(1)


214,916



3,380,629Ticketmaster(1)


80,619



517,574$
10,051,929  See
    notes to financial statements
   65




---



##### Table of Contents



Tax-Managed Growth
    Portfolio  as
    of December 31, 2008
   PORTFOLIO OF
    INVESTMENTS CONTD
  Security

Shares


ValueInternet
    Software & Services  1.0%eBay,
    Inc.(1)


1,266,744


$
17,683,746Google, Inc.,
    Class A(1)


266,296



81,925,964VeriSign,
    Inc.(1)


14,758



281,583$
99,891,293IT
    Services  2.3%Accenture, Ltd., Class A


2,739,520


$
89,828,861Acxiom Corp.


68,785



557,846Automatic Data Processing, Inc.


1,339,373



52,690,934Broadridge Financial Solutions, Inc.


18,597



233,206Computer Sciences
    Corp.(1)


226,702



7,966,308DST Systems,
    Inc.(1)


21,782



827,280Fiserv,
    Inc.(1)


347,355



12,633,301Metavante Technologies,
    Inc.(1)


178,913



2,882,288Paychex, Inc.


974,686



25,614,748Total System Services, Inc.


150,166



2,102,324Western Union Co.


3,316,445



47,557,821$
242,894,917Leisure
    Equipment & Products  0.0%Eastman Kodak Co.


3,787


$
24,918Mattel, Inc.


22,565



361,040$
385,958Life
    Sciences Tools & Services  0.2%Dionex
    Corp.(1)


37,300


$
1,672,905Life Technologies
    Corp.(1)


693,826



16,173,084PerkinElmer, Inc.


34,000



472,940Thermo Fisher Scientific,
    Inc.(1)


18,700



637,109$
18,956,038Machinery 
    2.7%Caterpillar, Inc.


210,505


$
9,403,258Danaher Corp.


1,680,242



95,118,500Deere & Co.


2,623,301



100,524,894Dover Corp.


640,904



21,098,560Illinois Tool Works, Inc.


1,758,203



61,625,015ITT Industries, Inc.


8,428



387,604Parker Hannifin Corp.


44,877



1,909,068$
290,066,899Media  3.8%Ascent Media Corporation,
    Series A(1)


755


$
16,489CBS Corp., Class B


260,867



2,136,501Comcast Corp., Class A


2,768,076



46,725,123Comcast Corp., Class A Special


3,535,740



57,102,201Discovery Communications,
    Series A(1)


7,555



106,979Discovery Holding,
    Series C(1)


7,555



101,161DISH Network Corp.,
    Class A(1)


35,150



389,813Entercom Communications Corp.


200,000



246,000Gannett Co., Inc.


352,537



2,820,296Havas Advertising


1,852,368



3,839,052Idearc, Inc.


6,790



577Interpublic Group of Cos.,
    Inc.(1)


727,490



2,880,860Liberty Capital,
    Class A(1)


7,556



35,589Liberty Global, Inc.,
    Series A(1)


2,381



37,905Liberty Global, Inc.,
    Series C(1)


2,382



36,159Liberty Media Corp., 
    Entertainment(1)


30,221



528,263Liberty Media Corp.,  Interactive,
    Class A(1)


11,902



37,134Live Nation,
    Inc.(1)


8,750



50,225McGraw-Hill Cos., Inc. (The)


299,599



6,947,701New York Times Co. (The), Class A


20,315



148,909News Corp., Class A


188,031



1,709,202Omnicom Group, Inc.


4,702,944



126,603,252Publicis Groupe


182,111



4,699,915Time Warner, Inc.


2,226,668



22,400,280Viacom, Inc., Class
    A(1)


4,000



80,480Viacom, Inc.,
    Class B(1)


277,934



5,297,422Vivendi SA


128,988



4,204,244Walt Disney Co.


4,881,837



110,768,882Washington Post Co., Class B


9,252



3,610,593WPP PLC, ADR


46,597



1,378,805$
404,940,012Metals
    & Mining  0.0%Alcoa, Inc.


85,947


$
967,763$
967,763Multiline
    Retail  1.2%Dollar Tree,
    Inc.(1)


30,000


$
1,254,000JC Penney Co., Inc.


89,269



1,758,599Macys, Inc.


122,300



1,265,805Nordstrom, Inc.


131,384



1,748,721Sears Holdings
    Corp.(1)


4,107



159,639Target Corp.


3,610,145



124,658,307$
130,845,071Multi-Utilities  0.0%Ameren Corp.


5,000


$
166,300PG&E Corp.


3,000



116,130  See
    notes to financial statements
   66




---



##### Table of Contents



Tax-Managed Growth
    Portfolio  as
    of December 31, 2008
   PORTFOLIO OF
    INVESTMENTS CONTD
  Security

Shares


ValueMulti-Utilities (continued)Wisconsin Energy Corp.


9,576



402,000$
684,430Office
    Electronics  0.0%Zebra Technologies Corp.,
    Class A(1)


13,500


$
273,510$
273,510Oil,
    Gas & Consumable Fuels  11.6%Anadarko Petroleum Corp.


4,381,890


$
168,921,859Apache Corp.


2,146,567



159,983,638BP PLC ADR


3,875,851



181,157,276Chevron Corp.


685,174



50,682,321ConocoPhillips


4,816,797



249,510,085Devon Energy Corp.


568,771



37,373,942El Paso Corp.


94,925



743,263Exxon Mobil Corp.


4,452,265



355,424,316Hess Corp.


35,579



1,908,458Marathon Oil Corp.


177,334



4,851,858Murphy Oil Corp.


78,679



3,489,414Royal Dutch Shell PLC ADR, Class A


150,686



7,977,317Royal Dutch Shell PLC ADR, Class B


9,594



493,419Spectra Energy Corp.


263,315



4,144,578Williams Cos., Inc.


223,515



3,236,497$
1,229,898,241Paper
    and Forest Products  0.0%International Paper Co.


51,476


$
607,417Neenah Paper, Inc.


5,558



49,133Weyerhaeuser Co.


60,074



1,838,865$
2,495,415Personal
    Products  0.0%Avon Products, Inc.


10,400


$
249,912Estee Lauder Cos., Inc., Class A


13,035



403,564$
653,476Pharmaceuticals  11.0%Abbott Laboratories


3,835,322


$
204,691,135Allergan, Inc.


282,562



11,392,900Bristol-Myers Squibb Co.


3,010,623



69,996,985Eli Lilly & Co.


4,226,058



170,183,356Forest Laboratories,
    Inc.(1)


56,729



1,444,888GlaxoSmithKline PLC ADR


463,128



17,260,781Johnson & Johnson


3,845,002



230,046,470King Pharmaceuticals,
    Inc.(1)


152,305



1,617,479Merck & Co., Inc.


2,102,875



63,927,400Mylan,
    Inc.(1)


6,832



67,568Novo Nordisk A/S ADR


365,229



18,769,118Pfizer, Inc.


12,637,265



223,805,963Schering-Plough Corp.


1,809,226



30,811,119Teva Pharmaceutical Industries, Ltd. ADR


1,671,886



71,172,187Watson Pharmaceuticals,
    Inc.(1)


508,293



13,505,345Wyeth


917,013



34,397,158$
1,163,089,852Real
    Estate Investment Trusts (REITs)  0.3%Essex Property Trust, Inc.


363,000


$
27,825,438$
27,825,438Real
    Estate Management & Development  0.0%Forest City Enterprises, Inc., Class A


56,500


$
378,550Forestar Real Estate Group,
    Inc.(1)


30,220



287,694$
666,244Road
    & Rail  0.1%Avis Budget Group,
    Inc.(1)


39,921


$
27,945Burlington Northern Santa Fe Corp.


55,883



4,230,902CSX Corp.


3,276



106,372Norfolk Southern Corp.


15,220



716,101Union Pacific Corp.


132,257



6,321,885$
11,403,205Semiconductors &
    Semiconductor Equipment  2.1%Analog Devices, Inc.


585,574


$
11,137,617Applied Materials, Inc.


1,065,614



10,794,670Broadcom Corp.,
    Class A(1)


976,646



16,573,683Cypress Semiconductor
    Corp.(1)


52,742



235,757Intel Corp.


11,061,951



162,168,202KLA-Tencor Corp.


148,373



3,233,048Linear Technology Corp.


123,388



2,729,343LSI
    Corp.(1)


3,023



9,946Maxim Integrated Products, Inc.


263,099



3,004,591Texas Instruments, Inc.


584,196



9,066,722Verigy,
    Ltd.(1)


3,643



35,046Xilinx, Inc.


24,830



442,471$
219,431,096Software  2.7%Activision Blizzard,
    Inc.(1)


96,350


$
832,464Adobe Systems,
    Inc.(1)


490,317



10,438,849  See
    notes to financial statements
   67




---



##### Table of Contents



Tax-Managed Growth
    Portfolio  as
    of December 31, 2008
   PORTFOLIO OF
    INVESTMENTS CONTD
  Security

Shares


ValueSoftware (continued)CA, Inc.


46,136



854,900Compuware
    Corp.(1)


150,944



1,018,872Electronic Arts,
    Inc.(1)


21,405



343,336Microsoft Corp.


6,994,700



135,976,968Oracle
    Corp.(1)


7,082,605



125,574,587SAP AG ADR


200,000



7,244,000Symantec
    Corp.(1)


225,808



3,052,924$
285,336,900Specialty
    Retail  1.6%Abercrombie & Fitch Co., Class A


4,015


$
92,626Best Buy Co., Inc.


280,415



7,882,466Collective Brands,
    Inc.(1)


23,100



270,732Gap, Inc. (The)


89,138



1,193,558Home Depot, Inc.


4,155,205



95,652,819Limited Brands, Inc.


46,651



468,376Lowes Companies, Inc.


1,049,622



22,587,865RadioShack Corp.


74,318



887,357Sherwin-Williams Co. (The)


500



29,875Staples, Inc.


275,430



4,935,706TJX Companies, Inc. (The)


1,701,405



34,997,901$
168,999,281Textiles,
    Apparel & Luxury Goods  1.6%Coach,
    Inc.(1)


707,850


$
14,702,044Hanesbrands,
    Inc.(1)


344,733



4,395,346Nike, Inc., Class B


3,058,444



155,980,644$
175,078,034Thrifts
    & Mortgage Finance  0.0%Guaranty Financial Group,
    Inc.(1)


30,220


$
78,874Tree.com,
    Inc.(1)


13,436



34,934$
113,808Tobacco  0.3%Altria Group, Inc.


367,096


$
5,528,466Philip Morris International, Inc.


581,956



25,320,906$
30,849,372Wireless
    Telecommunication Services  0.1%America Movil SAB de CV ADR, Series L


22,000


$
681,780Sprint Nextel
    Corp.(1)


341,783



625,463Telephone and Data Systems, Inc.


9,252



293,751Telephone and Data Systems, Inc., 
    Special Shares


24,636



692,272Vodafone Group PLC ADR


295,234



6,034,582$
8,327,848Total
    Common Stocks(identified
    cost $10,550,969,847)

$
10,347,076,971Convertible
    Preferred Stocks  0.0%Security

Shares


ValueIndependent
    Power Producers & Energy Traders  0.0%Enron
    Corp.(1)(2)


11,050


$
0$
0Total
    Convertible Preferred Stocks(identified
    cost $16,626,069)

$
0Other
    Investments  0.0%Security

Shares


ValueCommercial
    Banks  0.0%Wachovia Corp. (Dividend Equalization 
    Preferred
    Shares)(1)


166,518


$
233$
233Software  0.0%Seagate Technology, Inc. (Tax Refund
    Rights)(1)(2)


197,392


$
0$
0Total
    Other Investments(identified
    cost $39,407)

$
233  See
    notes to financial statements
   68




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##### Table of Contents



Tax-Managed Growth
    Portfolio  as
    of December 31, 2008
   PORTFOLIO OF
    INVESTMENTS CONTD
  Short-Term
    Investments  2.2%InterestDescription

(000s
    omitted)


ValueCash Management Portfolio,
    0.75%(3)

$
229,517


$
229,517,194Total
    Short-Term Investments(identified
    cost $229,517,194)

$
229,517,194Total
    Investments  99.8%(identified
    cost $10,797,152,517)

$
10,576,594,398Other
    Assets, Less Liabilities  0.2%

$
26,148,658Net
    Assets  100.0%

$
10,602,743,056       (1)
    
    Non-income producing security.(2)
    
    Security valued at fair value using methods determined in good
    faith by or at the direction of the Trustees.(3)
    
    Affiliated investment company available to Eaton Vance
    portfolios and funds which invests in high quality, U.S. dollar
    denominated money market instruments. The rate shown is the
    annualized
    seven-day
    yield as of December 31, 2008.  See
    notes to financial statements
   69




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##### Table of Contents



Tax-Managed Growth
    Portfolio  as
    of December 31, 2008
   FINANCIAL STATEMENTS
  Statement
    of Assets and Liabilities
  As of
    December 31, 2008AssetsUnaffiliated investments, at value 
    (identified cost, $10,567,635,323)

$
10,347,077,204Affiliated investment, at value 
    (identified cost, $229,517,194)


229,517,194Cash


22Receivable for investments sold


5,765,473Dividends and interest receivable


22,284,665Interest receivable from affiliated investment


192,921Tax reclaims receivable


2,162,674Total assets

$
10,607,000,153LiabilitiesPayable to affiliate for investment adviser fee

$
3,828,744Payable to affiliate for Trustees fees


12,625Other accrued expenses


415,728Total liabilities

$
4,257,097Net Assets applicable to investors interest in
    Portfolio

$
10,602,743,056Sources
    of Net AssetsNet proceeds from capital contributions and withdrawals

$
10,823,189,388Net unrealized depreciation 
    (computed on the basis of identified cost)


(220,446,332
)Total

$
10,602,743,056  Statement
    of Operations
  For the Year
    EndedDecember 31,
    2008Investment
    IncomeDividends (net of foreign taxes, $4,150,695)

$
357,093,826Interest


1,818Securities lending income, net


806,938Interest income allocated from affiliated investments


5,248,681Expenses allocated from affiliated investments


(977,493
)Total investment income

$
362,173,770ExpensesInvestment adviser fee

$
68,300,344Trustees fees and expenses


44,841Custodian fee


2,231,797Legal and accounting services


211,545Miscellaneous


225,600Total expenses

$
71,014,127Deduct 
    Reduction of custodian fee

$
16Total expense reductions

$
16Net expenses

$
71,014,111Net investment income

$
291,159,659Realized
    and Unrealized Gain (Loss)Net realized gain (loss) Investment transactions (identified cost
    basis)(1)

$
(57,616,352
)Foreign currency transactions


15,235Net realized loss

$
(57,601,117
)Change in unrealized appreciation (depreciation) Investments (identified cost basis)

$
(6,326,837,211
)Foreign currency


(79,409
)Net change in unrealized appreciation (depreciation)

$
(6,326,916,620
)Net realized and unrealized loss

$
(6,384,517,737
)Net decrease in net assets from operations

$
(6,093,358,078
)   (1)
    
    Includes net realized gains of $440,338,417 from redemptions
    in-kind.  See
    notes to financial statements
   70




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##### Table of Contents



Tax-Managed Growth
    Portfolio  as
    of December 31, 2008
   FINANCIAL
    STATEMENTS CONTD
  Statements
    of Changes in Net Assets
  Year Ended


Year EndedIncrease (Decrease)
    in Net Assets

December 31,
    2008


December 31,
    2007From operations Net investment income

$
291,159,659


$
313,617,864Net realized gain (loss) from investment and foreign currency
    transactions


(57,601,117
)


891,474,938Net change in unrealized appreciation (depreciation) of
    investments and foreign currency


(6,326,916,620
)


(239,534,188
)Net increase (decrease) in net assets from operations

$
(6,093,358,078
)

$
965,558,614Capital transactions Contributions

$
1,174,044,484


$
1,526,283,139Withdrawals


(4,342,104,580
)


(3,014,972,770
)Net decrease in net assets from capital transactions

$
(3,168,060,096
)

$
(1,488,689,631
)Net decrease in net assets

$
(9,261,418,174
)

$
(523,131,017
)Net
    AssetsAt beginning of year

$
19,864,161,230


$
20,387,292,247At end of year

$
10,602,743,056


$
19,864,161,230   See
    notes to financial statements
   71




---



##### Table of Contents



Tax-Managed Growth
    Portfolio  as
    of December 31, 2008
   FINANCIAL
    STATEMENTS CONTD


Supplementary
    Data
  Year Ended
    December 31,Ratios/Supplemental
    Data

2008


2007


2006


2005


2004Ratios (As a percentage of average daily net assets):Expenses before custodian fee
    reduction(1)


0.45
%


0.44
%


0.45
%


0.45
%(2)


0.45
%(2)Net investment income


1.84
%


1.52
%


1.39
%


1.25
%(2)


1.18
%(2)Portfolio
    Turnover(3)


1
%


2
%


1
%


0
%(4)


3
%Total Return


(32.76
)%


4.72
%


13.69
%


4.70
%


9.67
%Net assets, end of year (000s omitted)

$
10,602,743


$
19,864,161


$
20,387,292


$
19,032,607


$
19,141,142   (1)
    
    Excludes the effect of custody fee credits, if any, of less than
    0.005%.(2)
    
    The investment adviser waived a portion of its investment
    adviser fee equal to less than 0.01% and 0.01% of average daily
    net assets for 2005 and 2004, respectively.(3)
    
    Excludes the value of the portfolio securities contributed or
    distributed as a result of in-kind shareholder transactions. The
    total turnover rate of the Portfolio including in-kind
    contributions and distributions was 3%, 6%, 7%, 6% and 10% for
    the years ended December 31, 2008, 2007, 2006, 2005 and
    2004, respectively.(4)
    
    Amounts to less than 1%.   72




---



##### Table of Contents



Tax-Managed Growth
    Portfolio  as
    of December 31, 2008
   NOTES TO FINANCIAL STATEMENTS
  1  Significant
    Accounting Policies
       A  Investment
    Valuations 
  Rule 2a-7
  B  Investment
    Transactions 
  C  Income  and/or
  D  Federal
    Taxes 
   73




---



##### Table of Contents



Tax-Managed Growth
    Portfolio  as
    of December 31, 2008
   NOTES TO FINANCIAL
    STATEMENTS CONTD
    3-year
  E  Expense
    Reduction 
  F  Foreign
    Currency Translation 
  G  Use
    of Estimates 
  H  Indemnifications 
  2  Investment
    Adviser Fee and Other Transactions with Affiliates
     Annual Fee
    RateAverage 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
%
        74




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##### Table of Contents



Tax-Managed Growth
    Portfolio  as
    of December 31, 2008
   NOTES TO FINANCIAL
    STATEMENTS CONTD
    3  Purchases
    and Sales of Investments
     4  Federal
    Income Tax Basis of Investments
     Aggregate cost

$
3,659,392,998Gross unrealized appreciation

$
14,072,478,317Gross unrealized depreciation


(7,155,276,917
)Net unrealized appreciation

$
6,917,201,400
     5  Line
    of Credit
   and/or
  6  Securities
    Lending Agreement
     7  Fair
    Value Measurements
     
    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)      Investments inValuation
    Inputs

SecuritiesLevel 1

Quoted Prices

$
10,131,584,436Level 2

Other Significant Observable Inputs


445,009,962Level 3

Significant Unobservable Inputs


0Total



$
10,576,594,398
    75




---



##### Table of Contents



Tax-Managed Growth
    Portfolio  as
    of December 31, 2008
   NOTES TO FINANCIAL
    STATEMENTS CONTD
    Investments inSecurities*Balance as of December 31, 2007

$
0Realized gains (losses)


0Change in net unrealized appreciation (depreciation)


0Net purchases (sales)


Net transfers to (from) Level 3


Balance as of December 31, 2008

$
0
   *
    
    All Level 3 assets held at December 31, 2007 and
    December 31, 2008 were valued at $0.   76




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Tax-Managed Growth
    Portfolio  as
    of December 31, 2008
   REPORT OF INDEPENDENT REGISTERED
    PUBLIC ACCOUNTING FIRM
  To the Trustees
    and Investors of Tax-Managed
    Growth Portfolio:
             77




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BELMAR CAPITAL FUND LLC 
(Registrant)By:
    /s/ Andrew C. FrenetteAndrew C. FrenetteDuly Authorized Officer and
Principal Accounting Officer   By:
    /s/ Thomas E. Faust Jr.Thomas E. Faust Jr.Chief Executive Officer  By:
    /s/ Andrew C. FrenetteAndrew C. FrenetteChief Financial Officer  78




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EXHIBIT INDEX
 Exhibit No.
    
    Description3
    
    Copy of Limited Liability Company Agreement of the Fund dated March 17, 2000 filed as Exhibit 3 to the
Funds Initial Registration Statement on Form 10 and incorporated herein by reference. (Note: the LLC
Agreement also defines the rights of the holders of Shares of the Fund.)3(a)
    
    Copy of Amendment No. 1 to the Funds Limited Liability Company 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, 2003.4.1
    
    Copy of Loan and Security Agreement between the Fund and DrKW Holdings, Inc., as lender, dated June
25, 2003 filed as Exhibit 4.1 to the Funds Report on Form 10-Q for the period ended June 30, 2003 and
incorporated herein by reference.4.1(a)
    
    Copy of Amendment No. 1 to the Loan and Security Agreement between the Fund and DrKW Holdings,
Inc. dated December 15, 2005 filed as Exhibit 4.1(a) to the Funds Report on Form 10-K for the period
ended December 31, 2005 and incorporated herein by reference.4.1(b)
    
    Copy of Amendment No. 2 to the Loan and Security Agreement between the Fund and Dresdner Kleinwort
Holdings I, Inc. (formerly DrKW Holdings, Inc.) dated August 8, 2007 filed as Exhibit 4.1(b) to the Funds
Report on Form 10-Q for the period ended September 30, 2007 and incorporated herein by reference.4.1(c)
    
    Copy of Amendment No. 3 to the Loan and Security Agreement between the Fund and Dresdner Kleinwort
Holdings I, Inc. dated August 24, 2007 filed as Exhibit 4.1(c) to the Funds Report on Form 10-Q for the
period ended September 30, 2007 and incorporated herein by reference.4.1(d)
    
    Copy of Amendment No. 4 to the Loan and Security Agreement between the Fund and Dresdner Kleinwort
Holdings I, Inc. dated June 30, 2008 filed as Exhibit 4.1(d) to the Funds Report on Form 10-Q for the
period ended June 30, 2008 and incorporated herein by reference.4.2
    
    Copy of Loan and Security Agreement among the Fund and Merrill Lynch Mortgage Capital, Inc., the
lenders referred to therein and Merrill Lynch Capital Services, Inc., dated June 25, 2003 filed as Exhibit
4.2 to the Funds Report on Form 10-Q for the period ended June 30, 2003 and incorporated herein by
reference.4.2(a)
    
    Copy of Amendment No. 1 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(a) to the Funds Report on Form 10-Q for the period ended September
30, 2004 and incorporated herein by reference.4.2(b)
    
    Copy of Amendment No. 2 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(b) to the Funds Report on Form 10-Q for the period ended June 30,
2006 and incorporated by reference.10(1)
    
    Copy of Investment Advisory and Administration Agreement between the Fund and Boston Management
and Research dated March 10, 2000 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 Belmar Realty Corporation and Boston Management and
Research dated March 10, 2000 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 Belmar Realty Corporation and Boston
Management and Research dated as of January 2, 2001 filed as Exhibit 10(2)(a) to the Funds Report on
Form 10-Q for the period ended September 30, 2001 and incorporated herein by reference.10(3)
    
    Copy of Investor Servicing Agreement between the Fund and Eaton Vance Distributors, Inc. dated
December 15, 1999 filed as Exhibit 10(3) to the Funds Initial Registration Statement on Form 10 and
incorporated herein by reference.
 79




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Exhibit No.
    
    Description10(4)
    
    Copy of Custody and Transfer Agency Agreement between the Fund and Investors Bank & Trust
Company dated December 15, 1999 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 filed for
the period ended June 30, 2005 and incorporated herein by reference.20(a)
    
    Report on Form 8-K filed electronically with the Securities and Exchange Commission on January 26,
2007 and incorporated herein by reference.20(b)
    
    Report on Form 8-K filed electronically with the Securities and Exchange Commission on June 5, 2007
and incorporated herein by reference.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, 2008 filed electronically with the Securities and Exchange Commission under the
Investment Company Act of 1940 on February 27, 2009 incorporated herein by reference pursuant to Rule
12b-32.
 80