|UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549FORM 10-Q[X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 (the Act)For the quarterly period endedSeptember 30, 2009[ ] Transition Report Pursuant to Section 13 or 15(d) of the ActFor the transition period from _________ to _____________Commission File Number000-30509Belcrest Capital Fund LLC(Exact Name of Registrant as Specified in Its Charter)
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Massachusetts
     
     04-3453080(State of Organization)
     
     (I.R.S. Employer Identification No.)Two International PlaceBoston, Massachusetts
     
     02110(Address of Principal Executive Offices)
     
     (Zip Code)Registrants Telephone Number, Including Area Code:
     
     617-482-8260


None

(Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report)

|                                                                                                                                                             |  |                   |    |                                               |  |                              |  | 
|------------------------------------------------------------------------------------------------------------------------------------------------------------ |  | ----------------- | -- | --------------------------------------------- |  | ---------------------------- |  | 
|Indicate by check mark whether the Registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Act during the preceding 12     
|months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past
|90 days.                                                                                                                                                     |  |                   |    |                                               |  | YesXNo __                   
|                                                                                                                                                            
|Indicate by check mark whether the Registrant has submitted electronically and posted on its corporate web site, if any, every Interactive Data File        
|required to be submitted and posted pursuant to Rule 405 of Regulation S-T (¶232.405 of this chapter) during the preceding 12 months (or for such           
|shorter period that the Registrant was required to submit and post such files).                                                                              |  | Yes               | __ | No __                                        
|                                                                                                                                                            
|Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company.   
|(See definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Act).                              
|                                                                                                                                                            
|Large Accelerated Filer X                                                                                                                                    |  | Accelerated Filer | __ | Non-Accelerated Filer __                      |  | Smaller Reporting Company __
|                                                                                                                                                             |  |                   |    | (Do not check if a smaller reporting company)
|                                                                                                                                                            
|                                                                                                                                                            
|Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Act).Yes__ No X                                           



|              |  |                                                                                |  |     
|------------- |  | ------------------------------------------------------------------------------ |  | ----
|              |  | Belcrest Capital Fund LLC                                                      |  |     
|              |  | Index to Form 10-Q                                                             |  |     
|PART I.       |  | FINANCIAL INFORMATION                                                          |  | Page
|Item 1.       |  | Financial Statements (Unaudited).                                              |  | 3   
|              |  | Condensed Consolidated Statements of Assets and Liabilities as of              |  |     
|              |  | September 30, 2009 and December 31, 2008                                       |  | 3   
|              |  | Condensed Consolidated Statements of Operations for the Three Months           |  |     
|              |  | Ended September 30, 2009 and 2008 and for the Nine Months Ended                |  |     
|              |  | September 30, 2009 and 2008                                                    |  | 4   
|              |  | Condensed Consolidated Statements of Changes in Net Assets for the Nine Months |  |     
|              |  | Ended September 30, 2009 and the Year Ended December 31, 2008                  |  | 6   
|              |  | Condensed Consolidated Statements of Cash Flows for the Nine Months            |  |     
|              |  | Ended September 30, 2009 and 2008                                              |  | 7   
|              |  | Financial Highlights for the Nine Months Ended September 30, 2009 and the Year |  |     
|              |  | Ended December 31, 2008                                                        |  | 9   
|              |  | Notes to Condensed Consolidated Financial Statements as of September 30, 2009  |  | 10  
|Item 2.       |  | Managements Discussion and Analysis of Financial Condition                    |  |     
|              |  | and Results of Operations (MD&A).                                              |  | 22  
|Item 3.       |  | Quantitative and Qualitative Disclosures About Market Risk.                    |  | 26  
|Item 4.       |  | Controls and Procedures.                                                       |  | 27  
|PART II.      |  | OTHER INFORMATION                                                              |  |     
|Item 1.       |  | Legal Proceedings.                                                             |  | 28  
|Item 1A.      |  | Risk Factors.                                                                  |  | 28  
|Item 2.       |  | Unregistered Sales of Equity Securities and Use of Proceeds.                   |  | 28  
|Item 3.       |  | Defaults Upon Senior Securities.                                               |  | 29  
|Item 4.       |  | Submission of Matters to a Vote of Security Holders.                           |  | 29  
|Item 5.       |  | Other Information.                                                             |  | 29  
|Item 6.       |  | Exhibits.                                                                      |  | 29  
|SIGNATURES    |  | 30                                                                            
|EXHIBIT INDEX |  | 31                                                                            



|                                                                        |  |                              |  |                            
|----------------------------------------------------------------------- |  | ---------------------------- |  | ---------------------------
|PART I. FINANCIAL INFORMATION                                           |  |                              |  |                            
|Item 1. Financial Statements.                                           |  |                              |  |                            
|                                                                       
|BELCREST CAPITAL FUND LLC                                               |  |                              |  |                            
|Condensed Consolidated Statements of Assets and Liabilities (Unaudited) |  |                              |  |                            
|                                                                       
|                                                                        |  | September 30, 2009           |  | December 31, 2008          
|Assets:                                                                 |  |                              |  |                            
|Investment in Belvedere Capital Fund Company LLC                        |  |                              |  |                            
|(Belvedere Company)                                                     |  | $           759,009,849      |  | $          872,416,210     
|Investment in Partnership Preference Units                              |  | 64,919,112                   |  | 74,502,385                 
|Investment in Real Estate Joint Ventures                                |  | 73,982,889                   |  | 183,246,169                
|Investment in Co-owned Property                                         |  | 2,993,500                    |  | 4,581,534                  
|Affiliated investment                                                   |  | 1,691,833                    |  | 698,542                    
|Total investments, at value                                             |  | $           902,597,183      |  | $       1,135,444,840      
|Cash                                                                    |  | 19,541                       |  | 1,761,897                  
|Interest receivable from affiliated investment                          |  | -                            |  | 1,171                      
|Total assets                                                            |  | $ 902,616,724                |  | $ 1,137,207,908            
|                                                                       
|Liabilities:                                                            |  |                              |  |                            
|Loan payable  Credit Facility                                          |  | $           218,500,000      |  | $          316,000,000     
|Payable for Fund shares redeemed                                        |  | 712,687                      |  | 486,035                    
|Special Distributions payable                                           |  | -                            |  | 1,066,441                  
|Interest payable for open interest rate swap agreements                 |  | 123,175                      |  | 83,769                     
|Open interest rate swap agreements, at value                            |  | 5,043,875                    |  | 9,509,218                  
|Payable to affiliate for investment advisory and administrative fees    |  | 372,383                      |  | 448,379                    
|Payable to affiliate for servicing fee                                  |  | 50,458                       |  | 73,715                     
|Other accrued expenses:                                                 |  |                              |  |                            
|Interest expense                                                        |  | 62,085                       |  | 48,918                     
|Other expenses and liabilities                                          |  | 653,810                      |  | 609,956                    
|Total liabilities                                                       |  | $           225,518,473      |  | $          328,326,431     
|                                                                       
|Net assets                                                              |  | $           677,098,251      |  | $          808,881,477     
|                                                                       
|Shareholders capital                                                   |  | $           677,098,251      |  | $          808,881,477     
|                                                                       
|Shares outstanding (unlimited number of shares authorized)              |  | 9,050,849                    |  | 10,826,294                 
|                                                                       
|Net asset value and redemption price per share                          |  | $                      74.81 |  | $                     74.71



|See notes to unaudited condensed consolidated financial statements
|------------------------------------------------------------------

3



|                                                            |  |                            |  |                           |  |                             |  |                           |  |  |  |           
|----------------------------------------------------------- |  | -------------------------- |  | ------------------------- |  | --------------------------- |  | ------------------------- |  |  |  | ----------
|BELCREST CAPITAL FUND LLC                                   |  |                            |  |                           |  |                             |  |                           |  |  |  |           
|Condensed Consolidated Statements of Operations (Unaudited) |  |                            |  |                           |  |                             |  |                           |  |  |  |           
|                                                           
|                                                            |  | Three Months Ended         |  | Nine Months Ended        
|                                                            |  | September 30, 2009         |  | September 30, 2008        |  | September 30, 2009          |  | September 30, 2008       
|Investment Income:                                          |  |                            |  |                           |  |                             |  |                           |  |  |  |           
|Dividends allocated from Belvedere Company                  |  |                            |  |                           |  |                             |  |                           |  |  |  |           
|(net of foreign taxes, $13,987, $57,454, $179,379           |  |                            |  |                           |  |                             |  |                           |  |  |  |           
|and $409,540, respectively)                                 |  | $                3,585,816 |  | $               9,007,928 |  | $                13,041,555 |  | $             27,520,632 
|Interest allocated from Belvedere Company                   |  | 6,473                      |  |                           |  | 176,845                     |  | 47,712                    |  |  |  | 381,383   
|Security lending income allocated from                      |  |                            |  |                           |  |                             |  |                           |  |  |  |           
|Belvedere Company, net                                      |  | -                          |  |                           |  | 2,506                       |  | -                         |  |  |  | 80,317    
|Expenses allocated from Belvedere Company                   |  | (1,140,124)                |  | (2,448,716)               |  | (3,383,787)                 |  | (7,835,758)              
|Net investment income allocated from Belvedere Company      |  | $                2,452,165 |  | $               6,738,563 |  | $ 9,705,480                 |  | $             20,146,574 
|Net investment income from Real Estate Joint Ventures       |  | 4,159,187                  |  |                           |  | 4,629,881                   |  | 12,888,764                |  |  |  | 13,211,526
|Distributions from Partnership Preference Units             |  | 1,515,391                  |  |                           |  | 2,075,391                   |  | 4,932,012                 |  |  |  | 6,354,016 
|Net investment income from Co-owned Property                |  | 136,633                    |  |                           |  | 124,594                     |  | 411,902                   |  |  |  | 113,181   
|Interest                                                    |  | 3                          |  |                           |  | 468                         |  | 256                       |  |  |  | 404,156   
|Interest allocated from affiliated investment               |  | 2,585                      |  |                           |  | 19,474                      |  | 12,141                    |  |  |  | 97,606    
|Expenses allocated from affiliated investment               |  | (2,585)                    |  | (3,484)                   |  | (10,295)                    |  | (14,308)                 
|Total investment income                                     |  | $               8,263,379  |  | $             13,584,887  |  | $              27,940,260   |  | $             40,312,751 
|                                                           
|Expenses:                                                   |  |                            |  |                           |  |                             |  |                           |  |  |  |           
|Investment advisory and administrative fees                 |  | $                1,109,728 |  | $               1,774,299 |  | $               3,532,321   |  | $               5,563,363
|Distribution and servicing fees                             |  | 50,458                     |  |                           |  | 462,694                     |  | 181,348                   |  |  |  | 1,537,694 
|Interest expense on Credit Facility                         |  | 349,324                    |  |                           |  | 3,652,388                   |  | 1,307,790                 |  |  |  | 13,013,893
|Custodian and transfer agent fee                            |  | 16,327                     |  |                           |  | 798                         |  | 43,304                    |  |  |  | 43,897    
|Miscellaneous                                               |  | 151,773                    |  | 223,482                   |  | 396,997                     |  | 765,695                  
|Total expenses                                              |  | $                1,677,610 |  | $               6,113,661 |  | $                5,461,760  |  | $             20,924,542 
|Deduct                                                     |  |                            |  |                           |  |                             |  |                           |  |  |  |           
|Reduction of investment advisory and administrative fees    |  | -                          |  | 353,737                   |  | -                           |  | 1,159,677                
|Net expenses                                                |  | $                1,677,610 |  | $               5,759,924 |  | $               5,461,760   |  | $             19,764,865 
|                                                           
|Net investment income                                       |  | $                6,585,769 |  | $               7,824,963 |  | $             22,478,500    |  | $             20,547,886 



|See notes to unaudited condensed consolidated financial statements
|------------------------------------------------------------------

4



|                                                                        |  |                        |  |                          |  |                        |  |                          |  |               |  |  |  |             
|----------------------------------------------------------------------- |  | ---------------------- |  | ------------------------ |  | ---------------------- |  | ------------------------ |  | ------------- |  |  |  | ------------
|BELCREST CAPITAL FUND LLC                                               |  |                        |  |                          |  |                        |  |                          |  |               |  |  |  |             
|Condensed Consolidated Statements of Operations (Unaudited) (Continued) |  |                        |  |                          |  |                        |  |                          |  |               |  | 
|                                                                       
|                                                                        |  | Three Months Ended     |  | Nine Months Ended       
|                                                                        |  | September 30, 2009     |  | September 30, 2008       |  | September 30, 2009     |  | September 30, 2008      
|Realized and Unrealized Gain (Loss)                                     |  |                        |  |                          |  |                        |  |                          |  |               |  |  |  |             
|Net realized gain (loss)                                               |  |                        |  |                          |  |                        |  |                          |  |               |  |  |  |             
|Investment transactions in Belvedere Company                            |  |                        |  |                          |  |                        |  |                          |  |               |  |  |  |             
|(investments and foreign currency) (identified cost basis)(1)           |  | $          (5,061,744) |  | $           (48,085,600) |  | $       (67,019,677)   |  | $           (33,001,473)
|Investment transactions in Partnership Preference Units                 |  |                        |  |                          |  |                        |  |                          |  |               |  |  |  |             
|(identified cost basis)                                                 |  |                        |  | (4,454)                  |  |                        |  | (14,734)                 |  | (12,753,492)  |  |  |  | (17,024,927)
|Investment transactions in Real Estate Joint Ventures                   |  |                        |  | (2,052,470)              |  |                        |  | -                        |  | (2,052,470)   |  |  |  | -           
|Investment transactions in other real estate                            |  |                        |  | -                        |  |                        |  | -                        |  | -             |  |  |  | (7,279,512) 
|Interest rate swap agreements(2)                                        |  | (1,868,318)            |  | (1,781,739)              |  | (7,763,210)            |  | (4,689,401)             
|Net realized loss                                                       |  | $          (8,986,986) |  | $           (49,882,073) |  | $      (89,588,849)    |  | $           (61,995,313)
|                                                                       
|Change in unrealized appreciation (depreciation)                       |  |                        |  |                          |  |                        |  |                          |  |               |  |  |  |             
|Investment in Belvedere Company                                         |  |                        |  |                          |  |                        |  |                          |  |               |  |  |  |             
|(investments and foreign currency) (identified cost basis)              |  | $        104,534,290   |  | $          (51,469,476)  |  | $         144,631,849  |  | $         (311,136,834) 
|Investment in Partnership Preference Units                              |  |                        |  |                          |  |                        |  |                          |  |               |  |  |  |             
|(identified cost basis)                                                 |  |                        |  | 8,421,857                |  |                        |  | (11,016,555)             |  | 26,178,518    |  |  |  | 3,637,390   
|Investment in Real Estate Joint Ventures                                |  |                        |  | (7,349,471)              |  |                        |  | 16,339,154               |  | (109,353,547) |  |  |  | 15,495,485  
|Investment in Co-owned Property                                         |  |                        |  | -                        |  |                        |  | -                        |  | (2,000,000)   |  |  |  | (1,133)     
|Investment in other real estate                                         |  |                        |  | -                        |  |                        |  | -                        |  | -             |  |  |  | 7,279,512   
|Interest rate swap agreements                                           |  | 1,084,509              |  | 838,223                  |  | 4,465,343              |  | (3,084,895)             
|Net change in unrealized appreciation (depreciation)                    |  | $        106,691,185   |  | $           (45,308,654) |  | $          63,922,163  |  | $         (287,810,475) 
|                                                                       
|Net realized and unrealized gain (loss)                                 |  | $          97,704,199  |  | $           (95,190,727) |  | $        (25,666,686)  |  | $         (349,805,788) 
|                                                                       
|Net increase (decrease) in net assets from operations                   |  | $        104,289,968   |  | $           (87,365,764) |  | $          (3,188,186) |  | $         (329,257,902) 

|(1)Amounts include realized gain (loss) from redemptions in-kind of $(4,651,240), $10,510,455, $(20,952,115) and $32,657,955, respectively.                           
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(2)Amounts include net interest incurred in connection with interest rate swap agreements of $1,868,318, $1,781,739, $6,066,911 and $4,719,214, respectively (Note 7).



|See notes to unaudited condensed consolidated financial statements
|------------------------------------------------------------------

5



|                                                                       |  |                              |  |                          
|---------------------------------------------------------------------- |  | ---------------------------- |  | -------------------------
|BELCREST CAPITAL FUND LLC                                              |  |                              |  |                          
|Condensed Consolidated Statements of Changes in Net Assets (Unaudited) |  |                              |  |                          
|                                                                      
|                                                                      
|                                                                       |  | Nine Months Ended            |  | Year Ended               
|                                                                       |  | September 30, 2009           |  | December 31, 2008        
|Increase (Decrease) in Net Assets:                                     |  |                              |  |                          
|From operations                                                       |  |                              |  |                          
|Net investment income                                                  |  | $                22,478,500  |  | $            28,406,365  
|Net realized loss from investment transactions, foreign                |  |                              |  |                          
|currency transactions and interest rate swap agreements                |  | (89,588,849)                 |  | (57,972,820)             
|Net change in unrealized appreciation (depreciation) of investments,   |  |                              |  |                          
|foreign currency and interest rate swap agreements                     |  | 63,922,163                   |  | (666,744,381)            
|Net decrease in net assets from operations                             |  | $               (3,188,186)  |  | $        (696,310,836)   
|                                                                      
|Transactions in Fund shares                                           |  |                              |  |                          
|Net asset value of Fund shares issued to Shareholders                  |  |                              |  |                          
|in payment of distributions declared                                   |  | $                  4,083,889 |  | $               9,706,988
|Net asset value of Fund shares redeemed                                |  | (119,410,797)                |  | (293,939,716)            
|Net decrease in net assets from Fund share transactions                |  | $           (115,326,908)    |  | $        (284,232,728)   
|                                                                      
|Distributions                                                         |  |                              |  |                          
|Distributions to Shareholders                                          |  | $             (13,289,665)   |  | $          (29,966,576)  
|Special Distributions                                                  |  | 21,533                       |  | (1,066,441)              
|Total distributions                                                    |  | $             (13,268,132)   |  | $          (31,033,017)  
|                                                                      
|Net decrease in net assets                                             |  | $           (131,783,226)    |  | $     (1,011,576,581)    
|                                                                      
|Net assets:                                                            |  |                              |  |                          
|At beginning of period                                                 |  | $              808,881,477   |  | $        1,820,458,058   
|At end of period                                                       |  | $              677,098,251   |  | $           808,881,477  



|See notes to unaudited condensed consolidated financial statements
|------------------------------------------------------------------

6



|                                                                                                |  |                            |  |                             |  |             
|----------------------------------------------------------------------------------------------- |  | -------------------------- |  | --------------------------- |  | ------------
|BELCREST CAPITAL FUND LLC                                                                       |  |                            |  |                             |  |             
|Condensed Consolidated Statements of Cash Flows (Unaudited)                                     |  |                            |  |                             |  |             
|                                                                                               
|                                                                                                |  | Nine Months Ended         
|Increase (Decrease) in Cash:                                                                    |  | September 30, 2009         |  | September 30, 2008         
|Cash Flows From Operating Activities                                                           |  |                            |  |                             |  |             
|Net decrease in net assets from operations                                                      |  | $         (3,188,186)      |  | $           (329,257,902)  
|Adjustments to reconcile net decrease in net assets from                                        |  |                            |  |                             |  |             
|operations to net cash flows provided by operating activities                                  |  |                            |  |                             |  |             
|Net investment income allocated from Belvedere Company                                          |  | (9,705,480)                |  |                             |  | (20,146,574)
|Net investment income from Real Estate Joint Ventures                                           |  | (12,888,764)               |  |                             |  | (13,211,526)
|Payments from Real Estate Joint Ventures                                                        |  | 10,746,027                 |  |                             |  | 8,061,109   
|Net investment income from Co-owned Property                                                    |  | (411,902)                  |  |                             |  | (113,181)   
|Payments to Co-owned Property                                                                   |  | (64)                       |  |                             |  | (3,544)     
|(Increase) decrease in affiliated investment and interest receivable from affiliated investment |  | (992,120)                  |  |                             |  | 1,124,641   
|Decrease in interest receivable for open interest rate swap agreements                          |  | -                          |  |                             |  | 21,380      
|Decrease in other assets                                                                        |  | -                          |  |                             |  | 222,681     
|Decrease in payable to affiliate for investment advisory and administrative fees                |  | (75,996)                   |  |                             |  | (66,110)    
|Decrease in payable to affiliate for distribution and servicing fees                            |  | (23,257)                   |  |                             |  | (96,913)    
|Increase in interest payable for open interest rate swap agreements                             |  | 39,406                     |  |                             |  | 58,890      
|Increase (decrease) in accrued interest and other accrued expenses and liabilities              |  | 57,021                     |  |                             |  | (143,881)   
|Increases in Partnership Preference Units                                                       |  | (6,249)                    |  |                             |  | (13,374)    
|Proceeds from sales of Partnership Preference Units                                             |  | 23,014,548                 |  |                             |  | 58,586,585  
|Purchase of investment in Co-owned Property                                                     |  | -                          |  |                             |  | (7,232,372) 
|Decreases in investment in Belvedere Company                                                    |  | 82,100,000                 |  |                             |  | 12,000,000  
|Proceeds from sale of interest rate swap agreement                                              |  | -                          |  |                             |  | 51,166      
|Payment for termination of interest rate swap agreement                                         |  | (1,696,299)                |  |                             |  | -           
|Net interest incurred on interest rate swap agreements                                          |  | (6,066,911)                |  |                             |  | (4,719,214) 
|Net realized loss from investment transactions, foreign currency                                |  |                            |  |                             |  |             
|transactions and interest rate swap agreements                                                  |  | 89,588,849                 |  |                             |  | 61,995,313  
|Net change in unrealized (appreciation) depreciation of investments,                            |  |                            |  |                             |  |             
|foreign currency and interest rate swap agreements                                              |  | (63,922,163)               |  | 287,810,475                
|Net cash flows provided by operating activities                                                 |  | $        106,568,460       |  | $               54,927,649 
|                                                                                               
|Cash Flows From Financing Activities                                                           |  |                            |  |                             |  |             
|Proceeds from Credit Facility                                                                   |  | $                        - |  | $               11,000,000 
|Repayments of Credit Facility                                                                   |  | (97,500,000)               |  |                             |  | (44,000,000)
|Payments for Fund shares redeemed                                                               |  | (560,132)                  |  |                             |  | (1,929,182) 
|Distributions paid to Shareholders                                                              |  | (9,205,776)                |  |                             |  | (20,259,588)
|Payment of Special Distributions                                                                |  | (1,044,908)                |  | -                          
|Net cash flows used in financing activities                                                     |  | $        (108,310,816)     |  | $             (55,188,770) 
|                                                                                               
|Net decrease in cash                                                                            |  | $           (1,742,356)    |  | $                 (261,121)
|                                                                                               
|Cash at beginning of period                                                                     |  | $             1,761,897    |  | $                 2,068,332
|Cash at end of period                                                                           |  | $                 19,541   |  | $                 1,807,211



|See notes to unaudited condensed consolidated financial statements
|------------------------------------------------------------------

7



|                                                                        |  |                                  |  |                              |  | 
|----------------------------------------------------------------------- |  | -------------------------------- |  | ---------------------------- |  | 
|BELCREST CAPITAL FUND LLC                                               |  |                                  |  |                              |  | 
|Condensed Consolidated Statements of Cash Flows (Unaudited) (Continued) |  |                                  |  |                              |  | 
|                                                                       
|                                                                        |  | Nine Months Ended               
|                                                                        |  | September 30, 2009               |  | September 30, 2008          
|Supplemental Disclosure and Non-cash Operating and                      |  |                                  |  |                              |  | 
|Financing Activities                                                   |  |                                  |  |                              |  | 
|Interest paid on loan  Credit Facility                                 |  | $               1,294,623        |  | $              13,107,419   
|Interest paid on interest rate swap agreements, net                     |  | $               6,027,505        |  | $                4,638,944  
|Reinvestment of distributions paid to Shareholders                      |  | $               4,083,889        |  | $                9,706,988  
|Market value of securities distributed in payment of redemptions        |  | $           118,624,013          |  | $            167,097,017    
|Swap interest receivable sold in conjunction with                       |  |                                  |  |                              |  | 
|the sale of the interest rate swap agreement                            |  | $                              - |  | $                     21,353



|See notes to unaudited condensed consolidated financial statements
|------------------------------------------------------------------

8



|                                                              |                                 |                             
|------------------------------------------------------------- | ------------------------------- | ----------------------------
|BELCREST CAPITAL FUND LLC                                     |                                 |                             
|Financial Highlights (Unaudited)                              |                                 |                             
|                                                             
|                                                              | Nine Months Ended               | Year Ended                  
|                                                              | September 30, 2009              | December 31, 2008           
|Net asset value  Beginning of period                         | $                       74.710  | $                 132.810   
|                                                             
|Income (loss) from operations                                 |                                 |                             
|Net investment income(1)                                      | $                         2.275 | $                      2.239
|Net realized and unrealized loss                              | (0.947)(2)                      | (58.055)                    
|Total income (loss) from operations                           | $                        1.328  | $                (55.816)   
|Distributions                                                 |                                 |                             
|Distributions to Shareholders                                 | $                       (1.230) | $                   (2.200) 
|Special Distributions                                         | 0.002                           | (0.084)                     
|Total distributions                                           | $                      (1.228)  | $                  (2.284)  
|Net asset value  End of period                               | $                      74.810   | $                  74.710   
|Total Return(3)                                               | 1.94%(4)                        | (42.72)%                    
|Ratios as a percentage of average net assets                  |                                 |                             
|Investment advisory and administrative fees, distribution and |                                 |                             
|servicing fees and other operating expenses(5)(6)             | 1.53%(9)                        | 1.30%                       
|Interest and other borrowing costs(5)(7)                      | 0.27%(9)                        | 1.15%                       
|Total expenses                                                | 1.80%(9)                        | 2.45%                       
|Net investment income(7)                                      | 4.57%(9)                        | 2.06%                       
|Ratios as a percentage of average gross assets(8)             |                                 |                             
|Investment advisory and administrative fees, distribution and |                                 |                             
|servicing fees and other operating expenses(5)(6)             | 0.76%(9)                        | 0.78%                       
|Interest and other borrowing costs(5)(7)                      | 0.13%(9)                        | 0.70%                       
|Total expenses                                                | 0.89%(9)                        | 1.48%                       
|                                                             
|Net investment income(7)                                      | 2.26%(9)                        | 1.24%                       
|Supplemental Data                                             |                                 |                             
|Net assets, end of period (000s omitted)                     | $                      677,098  | $                  808,881  
|Portfolio turnover of Tax-Managed Growth Portfolio(10)        | 2%(4)                           | 1%                          

|(1)  | Calculated using average shares outstanding.                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(2)  | The per share amount does not correspond with the aggregate net realized and unrealized loss on investments due to the timing of redemptions of Fund shares in relation to the fluctuating market values of the investments of the Fund during the period.                                                                                                                                                                                                                                                       
|(3)  | Returns are historical and are calculated by determining the percentage change in net asset value with all distributions reinvested (except for Special Distributions).                                                                                                                                                                                                                                                                                                                                          
|(4)  | Not annualized.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|(5)  | Includes the expenses of Belcrest Capital Fund LLC (Belcrest Capital) and Belcrest Realty Corporation (Belcrest Realty).                                                                                                                                                                                                                                                                                                                                                                                         
|(6)  | Includes Belcrest Capital's share of Belvedere Capital Fund Company LLC's allocated expenses, including those expenses allocated from Tax-Managed Growth Portfolio (the Portfolio).                                                                                                                                                                                                                                                                                                                              
|(7)  | 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.                                                                                                                                                                                                                                                                                                                                         
|(8)  | Average gross assets means the average daily amount of the value of all assets of Belcrest Capital (not including its investment in Belcrest Realty) plus all assets of Belcrest Realty minus the sum of their liabilities other than the principal amount of money borrowed. For this purpose, the assets and liabilities of Belcrest Realty include its ratable share of the assets and liabilities of its direct and indirect subsidiaries, real estate joint ventures and co-owned real property investments.
|(9)  | Annualized.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|(10) | Excludes the value of portfolio securities contributed or distributed as a result of in-kind shareholder transactions. The portfolio turnover rate of the Portfolio including in-kind contributions and distributions was 2% and 3% for the nine months ended September 30, 2009 and the year ended December 31, 2008, respectively.                                                                                                                                                                             



|See notes to unaudited condensed consolidated financial statements
|------------------------------------------------------------------

9



BELCREST CAPITAL FUND LLCas of September 30, 2009

Notes to Condensed Consolidated Financial Statements (Unaudited)

1 Basis of Presentation

The condensed consolidated interim financial statements of Belcrest Capital Fund LLC (Belcrest Capital) and its subsidiaries (collectively, the Fund) have been prepared, without audit, in accordance with accounting principles generally accepted in the United States of America (GAAP) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, certain information and footnote disclosures normally included in annual financial statements prepared in accordance with GAAP have been condensed or omitted as permitted by such rules and regulations. All adjustments, consisting of normal recurring adjustments, have been included. Management believes that the disclosures are adequate to present fairly the financial position, results of operations, cash flows and financial highlights as of the dates and for the periods presented. Management has evaluated all subsequent events and transactions through November 9, 2009, the date the financial statements were issued, for possible adjustment to and/or disclosure in the financial statements. It is suggested that these interim financial statements be read in conjunction with the annual consolidated financial statements and notes for the year ended December 31, 2008 included in the Funds Annual Report on Form 10-K dated February 27, 2009. Results for interim periods are not necessarily indicative of those to be expected for the full fiscal year.

The condensed consolidated statement of assets and liabilities at December 31, 2008 and the condensed consolidated statement of changes in net assets and the financial highlights for the year then ended have been derived from the December 31, 2008 audited financial statements but do not include all of the information and footnotes required by GAAP for complete financial statements as permitted by the instructions to Form 10-Q and Article 10 of Regulation S-X.

2 Investment and Other Valuations

The Fund invests in shares of Belvedere Capital Fund Company LLC (Belvedere Company). Belvedere Companys only investment is an interest in Tax-Managed Growth Portfolio (the Portfolio), a diversified, open-end management investment company registered under the Investment Company Act of 1940, as amended (the 1940 Act), the value of which is derived from a proportional interest therein. Valuation of the Portfolios securities is discussed in Note 1A of the Portfolios Notes to Financial Statements, which are included in the Funds Annual Report on Form 10-K dated February 27, 2009.The Fund also invests in real estate investments through a controlled subsidiary, Belcrest Realty Corporation (Belcrest Realty). Such investments include preferred equity interests in real estate operating partnerships (Partnership Preference Units), real estate joint ventures (Real Estate Joint Ventures) and a tenancy-in-common interest in real property (Co-owned Property). The Real Estate Joint Ventures and Co-owned Property are referred to herein collectively as Subsidiary Real Estate Investments. The Fund may also invest cash on a temporary basis in Cash Management Portfolio (Cash Management), an affiliated investment company managed by Boston Management and Research (Boston Management), a subsidiary of Eaton Vance Management. Additionally, Belcrest Capital has entered into interest rate swap agreements (Note 7). Boston Management makes valuation determinations in accordance with the Funds policies. The valuation policies followed by the Fund are as follows:

Market prices for the Funds investments in Partnership Preference Units and Subsidiary Real Estate Investments are not readily available. Such investments are stated in the Funds condensed consolidated financial statements at fair value which represents the amount at which Boston Management, as manager of Belcrest Realty, believes would be received to sell an asset in an orderly transaction (that is, not a

10



forced liquidation or distressed sale) between market participants under current market conditions. In valuing these investments, Boston Management considers relevant factors, data and information.

Valuations of the Funds Partnership Preference Units and Subsidiary Real Estate Investments are inherently uncertain because they involve the use of assumptions and estimates. If the assumptions and estimates used in the valuations were to change, it could materially impact the fair value of the Funds holdings of Partnership Preference Units and Subsidiary Real Estate Investments.

The fair value of property held by the Funds Subsidiary Real Estate Investments is based on appraisals provided by independent, licensed appraisers (Appraisers) and valuations, if applicable, prepared by Boston Management.

The appraisals of properties are conducted by Appraisers on an at least annual basis. Appraisals of properties may be conducted more frequently than once a year if Boston Management determines that significant changes in economic circumstances that may materially impact estimated fair values have occurred since the most recent appraisal. Each appraisal is conducted in accordance with the Uniform Standards of Professional Appraisal Practices (as well as other relevant standards). Boston Management reviews the appraisal of each property and generally relies on the assumptions and estimates made by the Appraiser when determining fair value.

In deriving the fair value of a property, an Appraiser considers numerous factors, including the expected future cash flows from the property, recent sale prices for similar properties and, if applicable, the replacement cost of the property, in order to derive an indication of the amount that a prudent, informed purchaser-investor would pay for the property.

For those properties not appraised by Appraisers in a given quarter,Boston Management will review the fair values of such properties and, if Boston Management believes it is warranted based on the appraisals of appraised properties or for other reasons, Boston Management may prepare a valuation of such properties considering results of operations, market conditions, significant changes in economic circumstances, recent independent appraisals of similar properties and/or other relevant facts or circumstances. In determining valuations, Boston Management follows a process consistent with industry practice and the practice of Appraisers, as described above. Valuations may occur more frequently than quarterly if it is determined by Boston Management that the current property valuation has changed materially since the most recent appraisal or valuation.

Boston Management determines the fair value of the Funds equity interest in a Real Estate Joint Venture based on an estimate of the allocation of equity interests between Belcrest Realty and the principal minority investor of the Real Estate Joint Venture (the Operating Partner). This allocation is generally calculated by a third party specialist, using current valuations of the properties owned by the Real Estate Joint Venture. The specialist uses a financial model that considers (i) the terms of the joint venture agreement relating to allocation of distributable cash flow, (ii) the expected duration of the joint venture, and (iii) the projected property values and cash flows from the properties based on estimates used in the property valuations. The estimated allocation of equity interests between Belcrest Realty and the Operating Partner of a Real Estate Joint Venture is prepared quarterly and reviewed by Boston Management. Interim allocations of equity interests may be conducted more frequently than quarterly if Boston Management determines that significant changes in economic circumstances that may materially impact the allocation of equity interests have occurred since the most recent allocation. If the estimate of the allocation of equity interests in the Real Estate Joint Venture were to change (for example, because the estimate of property values or projected cash flows of the Real Estate Joint Venture changed), it may materially impact the fair value of the Funds equity interest in the Real Estate Joint Venture.

11



Boston Management determines the fair value of the Funds interest in Co-owned Property by applying the Funds ownership interest to the fair value of the property.

The fair value of the Partnership Preference Units is based on analysis and calculations performed on an at least monthly basis by a third party service provider. The service provider calculates an estimated price and yield (before accrued distributions) for each issue of Partnership Preference Units based on descriptions of such issue provided by Boston Management and certain publicly available information including, but not limited to, the trading prices of publicly issued debt and/or preferred stock instruments of the same or similar issuers, which may be adjusted to reflect the illiquidity and other structural characteristics of the Partnership Preference Units (such as call provisions). Daily valuations of Partnership Preference Units are determined by adjusting prices from the service provider to account for accrued distributions under the terms of the Partnership Preference Units. If changes in relevant markets, events that materially affect an issuer or other events that have a significant effect on the price or yield of Partnership Preference Units occur, relevant prices or yields may be adjusted to take such occurrences into account. Boston Management reviews the analysis and calculations performed by the service provider. Boston Management generally relies on the assumptions and estimates made by the service provider when determining the fair value of the Partnership Preference Units.

Cash Management generally values its investment securities utilizing the amortized cost valuation technique permitted by Rule 2a-7 under the 1940 Act, pursuant to which Cash Management must comply with certain conditions. This technique involves initially valuing a portfolio security at its cost and thereafter assuming a constant amortization to maturity of any discount or premium. If amortized cost is determined not to approximate fair value, Cash Management may value its investment securities based on available market quotations provided by a third party pricing service.

Interest rate swap agreements are normally valued on the basis of valuations furnished by a third party pricing service. The valuations are based on the present value of fixed and projected floating rate cash flows over the term of the agreement. Future cash flows are discounted to their present value using swap quotations provided by electronic data services or by broker/dealers.

Changes in the fair value of the Funds investments are recorded as unrealized appreciation or depreciation in the condensed consolidated statements of operations.

3 Fair Value Measurements

GAAP establishes a three-tier hierarchy to prioritize the assumptions, referred to as inputs, used in valuation techniques to measure fair value. The three levels of the fair value hierarchy are described below.

- Level 1  Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities;
- Level 2  Quoted prices in markets that are not considered to be active or financial instruments for which all significant inputs are observable, either directly or indirectly;
- Level 3  Prices or valuations that require inputs that are both significant to the fair value measurement and unobservable.

12



In determining the fair value of its investments, the Fund uses appropriate valuation techniques based on available inputs. The Fund maximizes its use of observable inputs and minimizes the use of unobservable inputs when measuring fair value. Accordingly, when available, the Fund measures fair value using Level 1 inputs because they generally provide the most reliable evidence of fair value. If market data is not readily available, fair value is based upon other significant unobservable inputs such as inputs that reflect the Funds own assumptions about the inputs market participants would use in valuing the investment. Investments valued using unobservable inputs are classified to the lowest level of any input that is most significant to the valuation. Thus, a valuation may be classified as Level 3 even though the valuation may include significant inputs that are readily observable.

The Funds investments in Belvedere Company and Cash Management are classified as Level 1 within the fair value hierarchy. Interest rate swap agreements are classified as Level 2 within the fair value hierarchy, while the Funds real estate investments are classified as Level 3 within the fair value hierarchy. The Funds assets classified as Level 3 as of September 30, 2009 and December 31, 2008 represent 15.7% and 23.1% of the Funds total assets, respectively.

The following tables present for each of the hierarchy levels, the Funds assets and liabilities that are measured at fair value as of September 30, 2009 and December 31, 2008.

|                                |                            |                                               |                      |                            
|------------------------------- | -------------------------- | --------------------------------------------- | -------------------- | ---------------------------
|                                |                            | Fair Value Measurements at September 30, 2009
|Description                     | September 30, 2009         | Level 1                                       | Level 2              | Level 3                    
|Assets                          |                            |                                               |                      |                            
|Investment in Belvedere Company | $            759,009,849   | $    759,009,849                              | $                  - | $                        - 
|Partnership Preference Units    | 64,919,112                 | -                                             | -                    | 64,919,112                 
|Real Estate Joint Ventures      | 73,982,889                 | -                                             | -                    | 73,982,889                 
|Co-owned Property               | 2,993,500                  | -                                             | -                    | 2,993,500                  
|Affiliated Investment           | 1,691,833                  | 1,691,833                                     | -                    | -                          
|Total                           | $            902,597,183   | $    760,701,682                              | $                  - | $      141,895,501         
|                               
|Liabilities                     |                            |                                               |                      |                            
|Interest Rate Swap Agreements   | $                5,043,875 | $                       -                     | $   5,043,875        | $                         -
|Total                           | $                5,043,875 | $                       -                     | $   5,043,875        | $                         -

|                                |                           |                                              |                       |                           
|------------------------------- | ------------------------- | -------------------------------------------- | --------------------- | --------------------------
|                                |                           | Fair Value Measurements at December 31, 2008
|Description                     | December 31, 2008         | Level 1                                      | Level 2               | Level 3                   
|Assets                          |                           |                                              |                       |                           
|Investment in Belvedere Company | $          872,416,210    | $    872,416,210                             | $                   - | $                        -
|Partnership Preference Units    | 74,502,385                | -                                            | -                     | 74,502,385                
|Real Estate Joint Ventures      | 183,246,169               | -                                            | -                     | 183,246,169               
|Co-owned Property               | 4,581,534                 | -                                            | -                     | 4,581,534                 
|Affiliated Investment           | 698,542                   | -                                            | 698,542               | -                         
|Total                           | $        1,135,444,840    | $    872,416,210                             | $       698,542       | $     262,330,088         
|                               
|Liabilities                     |                           |                                              |                       |                           
|Interest Rate Swap Agreements   | $               9,509,218 | $                        -                   | $    9,509,218        | $                        -
|Total                           | $               9,509,218 | $                        -                   | $    9,509,218        | $                        -

13



The following tables present the changes in the Level 3 fair value category for the three months and nine months ended September 30, 2009 and 2008.

|                                        |  |                                         |                   |                       |                   
|--------------------------------------- |  | --------------------------------------- | ----------------- | --------------------- | ------------------
|                                        |  | Level 3 Fair Value Measurements for the |                  
|                                        |  | Three Months Ended September 30, 2009   |                  
|                                        |  | Partnership                             |                   |                       |                   
|                                        |  | Preference                              | Real Estate       | Co-owned              |                   
|                                        |  | Units                                   | Joint Ventures    | Property              | Total             
|Beginning balance as of June 30, 2009   |  | $           56,708,181                  | $     82,643,997  | $     2,856,803       | $    142,208,981  
|Net realized loss                       |  | (4,454)                                 | (2,052,470)       | -                     | (2,056,924)       
|Net change in unrealized appreciation   |  |                                         |                   |                       |                   
|(depreciation)                          |  | 8,421,857                               | (7,349,471)       | -                     | 1,072,386         
|Net sales                               |  | (206,472)                               | -                 | -                     | (206,472)         
|Net investment income(1)                |  | -                                       | 4,159,187         | 136,633               | 4,295,820         
|Other(2)                                |  | -                                       | (3,418,354)       | 64                    | (3,418,290)       
|Net transfers in and/or out of Level 3  |  | -                                       | -                 | -                     | -                 
|Ending balance as of September 30, 2009 |  | $           64,919,112                  | $     73,982,889  | $     2,993,500       | $    141,895,501  
|                                       
|Net change in unrealized appreciation   |  |                                         |                   |                       |                   
|(depreciation) from investments still   |  |                                         |                   |                       |                   
|held at September 30, 2009              |  | $             8,362,944                 | $     (7,349,471) | $                   - | $        1,013,473

|                               |  |                                         |                          |                                 |                           |                          |            
|------------------------------ |  | --------------------------------------- | ------------------------ | ------------------------------- | ------------------------- | ------------------------ | -----------
|                               |  | Level 3 Fair Value Measurements for the |                          |                                
|                               |  | Three Months EndedSeptember 30, 2008    |                          |                                
|                               |  | Partnership                             |                          |                                 |                           |                          |            
|                               |  | Preference                              | Real Estate              | Co-owned                        | Other Real                |                         
|                               |  | Units                                   | Joint Ventures           | Property                        | Estate                    | Total                   
|Beginning balance as of        |  |                                         |                          |                                 |                           |                          |            
|June 30, 2008                  |  | $            95,884,541                 | $            223,533,092 | $              7,219,826        | $                       - | $         326,637,459   
|Net realized loss              |  | (14,734)                                | -                        | -                               |                           | -                        | (14,734)   
|Net change in unrealized       |  |                                         |                          |                                 |                           |                          |            
|appreciation (depreciation)    |  | (11,016,555)                            | 16,339,154               | -                               |                           | -                        | 5,322,599  
|Net sales                      |  | (210,472)                               | -                        | -                               |                           | -                        | (210,472)  
|Net investment income(1)       |  | -                                       | 4,629,881                | 124,594                         |                           | -                        | 4,754,475  
|Other(2)                       |  | -                                       | (2,692,504)              | 3,544                           |                           | -                        | (2,688,960)
|Net transfers in and/or out of |  |                                         |                          |                                 |                           |                          |            
|Level 3                        |  | -                                       | -                        | -                               | -                         | -                       
|Ending balance as of           |  |                                         |                          |                                 |                           |                          |            
|September 30, 2008             |  | $            84,642,780                 | $          241,809,623   | $              7,347,964        | $                       - | $         333,800,367   
|                              
|Net change in unrealized       |  |                                         |                          |                                 |                           |                          |            
|appreciation (depreciation)    |  |                                         |                          |                                 |                           |                          |            
|from investments still held    |  |                                         |                          |                                 |                           |                          |            
|at September 30, 2008          |  | $          (11,019,141)                 | $            16,339,154  | $                             - | $                       - | $              5,320,013

14



|                                        |  |                                         |  |                     |  |                   |  |                  
|--------------------------------------- |  | --------------------------------------- |  | ------------------- |  | ----------------- |  | -----------------
|                                        |  | Level 3 Fair Value Measurements for the |  |                    
|                                        |  | Nine Months Ended September 30, 2009    |  |                    
|                                        |  | Partnership                             |  |                     |  |                   |  |                  
|                                        |  | Preference                              |  | Real Estate         |  | Co-owned          |  |                  
|                                        |  | Units                                   |  | Joint Ventures      |  | Property          |  | Total            
|Beginning balance as of                 |  |                                         |  |                     |  |                   |  |                  
|December 31, 2008                       |  | $              74,502,385               |  | $       183,246,169 |  | $       4,581,534 |  | $    262,330,088 
|Net realized loss                       |  | (12,753,492)                            |  | (2,052,470)         |  | -                 |  | (14,805,962)     
|Net change in unrealized appreciation   |  |                                         |  |                     |  |                   |  |                  
|(depreciation)                          |  | 26,178,518                              |  | (109,353,547)       |  | (2,000,000)       |  | (85,175,029)     
|Net sales                               |  | (23,008,299)                            |  | -                   |  | -                 |  | (23,008,299)     
|Net investment income(1)                |  | -                                       |  | 12,888,764          |  | 411,902           |  | 13,300,666       
|Other(2)                                |  | -                                       |  | (10,746,027)        |  | 64                |  | (10,745,963)     
|Net transfers in and/or out of Level 3  |  | -                                       |  | -                   |  | -                 |  | -                
|Ending balance as of September 30, 2009 |  | $               64,919,112              |  | $        73,982,889 |  | $       2,993,500 |  | $     141,895,501
|                                       
|Net change in unrealized appreciation   |  |                                         |  |                     |  |                   |  |                  
|(depreciation) from investments still   |  |                                         |  |                     |  |                   |  |                  
|held at September 30, 2009              |  | $               12,822,456              |  | $   (109,353,547)   |  | $    (2,000,000)  |  | $    (98,531,091)

|                               |  |                                         |  |                   |  |                                   |  |                         |  |                     |  |             
|------------------------------ |  | --------------------------------------- |  | ----------------- |  | --------------------------------- |  | ----------------------- |  | ------------------- |  | ------------
|                               |  | Level 3 Fair Value Measurements for the |  |                  
|                               |  | Nine Months Ended September 30, 2008    |  |                  
|                               |  | Partnership                             |  |                   |  |                                   |  |                         |  |                     |  |             
|                               |  | Preference                              |  | Real Estate       |  | Co-owned                          |  |                         |  | Other Real          |  |             
|                               |  | Units                                   |  | Joint Ventures    |  | Property                          |  |                         |  | Estate              |  | Total       
|Beginning balance as of        |  |                                         |  |                   |  |                                   |  |                         |  |                     |  |             
|December 31, 2007              |  | $              156,603,528              |  | $    221,163,721  |  | $                               - |  | $                 0     |  | $      377,767,249 
|Net realized loss              |  | (17,024,927)                            |  | -                 |  | -                                 |  |                         |  | (7,279,512)         |  | (24,304,439)
|Net change in unrealized       |  |                                         |  |                   |  |                                   |  |                         |  |                     |  |             
|appreciation (depreciation)    |  | 3,637,390                               |  | 15,495,485        |  | (1,133)                           |  |                         |  | 7,279,512           |  | 26,411,254  
|Net purchases (sales)          |  | (58,573,211)                            |  | -                 |  | 7,232,372                         |  |                         |  | -                   |  | (51,340,839)
|Net investment income(1)       |  | -                                       |  | 13,211,526        |  | 113,181                           |  |                         |  | -                   |  | 13,324,707  
|Other(2)                       |  | -                                       |  | (8,061,109)       |  | 3,544                             |  |                         |  | -                   |  | (8,057,565) 
|Net transfers in and/or out of |  |                                         |  |                   |  |                                   |  |                         |  |                     |  |             
|Level 3                        |  | -                                       |  | -                 |  | -                                 |  |                         |  | -                   |  | -           
|Ending balance as of           |  |                                         |  |                   |  |                                   |  |                         |  |                     |  |             
|September 30, 2008             |  | $                 84,642,780            |  | $    241,809,623  |  | $                7,347,964        |  | $                     - |  | $      333,800,367 
|                              
|Net change in unrealized       |  |                                         |  |                   |  |                                   |  |                         |  |                     |  |             
|appreciation (depreciation)    |  |                                         |  |                   |  |                                   |  |                         |  |                     |  |             
|from investments still held    |  |                                         |  |                   |  |                                   |  |                         |  |                     |  |             
|at September 30, 2008          |  | $             (25,063,605)              |  | $      15,495,485 |  | $                     (1,133)     |  | $                     - |  | $       (9,569,253)

|(1) | Represents net investment income recorded using the equity method of accounting.                    
|--- | ----------------------------------------------------------------------------------------------------
|(2) | Represents net capital contributions (distributions) recorded using the equity method of accounting.

15



4 Investment Transactions

The following table summarizes the Funds investment transactions, other than short-term investments, for the nine months ended September 30, 2009 and 2008.

|                                                                             |                    |                                  |                              
|---------------------------------------------------------------------------- | ------------------ | -------------------------------- | -----------------------------
|                                                                             |                    | Nine Months Ended               
|Investment Transactions                                   September 30, 2009 | September 30, 2008
|Decreases in investment in Belvedere Company                                 |                    | $             200,724,013        | $            179,097,017     
|Increases in Partnership Preference Units                                    |                    | $                        6,249   | $                     13,374 
|Decreases in Partnership Preference Units(1)                                 |                    | $               23,014,548       | $              58,586,585    
|Decreases in investment in Real Estate Joint Ventures                        |                    | $               10,746,027       | $                8,061,109   
|Increases in investment in Co-owned Property(2)                              |                    | $                             64 | $                7,235,916   
|Decrease in investment in other real estate                                  |                    | $   -                            | $                           0

|(1) | Decreases in Partnership Preference Units for the nine months ended September 30, 2008 include Partnership Preference Units sold to real estate investment affiliates of other investment funds advised by Boston Management of $14,850,286 for which a net realized loss of $3,050,509 was recognized.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(2) | Increases in investment in Co-owned Property for the nine months ended September 30, 2008 includes the purchase of Co-owned Property from the real estate investment affiliate of another investment fund advised by Boston Management for $7,232,372.                                                 

5 Indirect Investment in the Portfolio

The following table summarizes the Funds investment in the Portfolio through Belvedere Company for the nine months ended September 30, 2009 and 2008, including allocations of income, expenses and net realized and unrealized gains (losses).

|                                                            |                             |                           
|----------------------------------------------------------- | --------------------------- | --------------------------
|                                                            | Nine Months Ended          
|September 30, 2009                                          | September 30, 2008         
|Belvedere Companys interest in the Portfolio(1)            | $          6,969,738,135    | $       11,228,067,436    
|The Funds investment in Belvedere Company(2)               | $             759,009,849   | $         1,476,669,119   
|Income allocated to Belvedere Company from the Portfolio    | $             119,191,297   | $            210,479,299  
|Income allocated to the Fund from Belvedere Company         | $               13,089,267  | $              27,982,332 
|Expenses allocated to Belvedere Company from the Portfolio  | $               23,309,691  | $              43,976,008 
|Expenses allocated to the Fund from Belvedere Company(3)    | $                 3,383,787 | $                7,835,758
|Net realized loss from investment transactions and foreign  |                             |                           
|currency transactions allocated to Belvedere Company from   |                             |                           
|the Portfolio                                               | $          (613,047,387)    | $         (251,919,695)   
|Net realized loss from investment transactions and foreign  |                             |                           
|currency transactions allocated to the Fund from Belvedere  |                             |                           
|Company                                                     | $            (67,019,677)   | $           (33,001,473)  
|Net change in unrealized appreciation (depreciation) of     |                             |                           
|investments and foreign currency allocated to Belvedere     |                             |                           
|Company from the Portfolio                                  | $          1,353,996,783    | $       (2,333,854,448)   
|Net change in unrealized appreciation (depreciation) of     |                             |                           
|investments and foreign currency allocated to the Fund from |                             |                           
|Belvedere Company                                           | $             144,631,849   | $          (311,136,834)  

|(1) | As of September 30, 2009 and 2008, the value of Belvedere Companys interest in the Portfolio represents 71.6% and 74.9% of the Portfolios net assets, respectively.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(2) | As of September 30, 2009 and 2008, the Funds investment in Belvedere Company represents 10.9% and 13.2% of Belvedere Companys net assets, respectively.            

16



|(3) | Expenses allocated to the Fund from Belvedere Company represent:
|--- | ----------------------------------------------------------------

|                                      |                    |                                               |                                                
|------------------------------------- | ------------------ | --------------------------------------------- | -----------------------------------------------
|                                      |                    | Nine Months Ended                            
|September 30, 2009                    | September 30, 2008
|Expenses allocated from the Portfolio |                    | $                                 2,556,952   | $                                   5,845,184  
|Servicing fee                         |                    | $                                    803,926  | $                                   1,936,737  
|Operating expenses                    |                    | $                                      22,909 | $                                        53,837

A summary of the Portfolios Statement of Assets and Liabilities at September 30, 2009, December 31, 2008 and September 30, 2008 and its operations for the nine months ended September 30, 2009, for the year ended December 31, 2008 and for the nine months ended September 30, 2008 follows:

|                                      |                               |                                 |                             
|------------------------------------- | ----------------------------- | ------------------------------- | ----------------------------
|                                      | September 30, 2009            | December 31, 2008               | September 30, 2008          
|Investments, at value                 | $            9,696,916,976    | $            10,576,594,398     | $         14,911,645,619    
|Other assets                          | 37,507,550                    | 30,405,755                      | 81,596,106                  
|Total assets                          | $            9,734,424,526    | $            10,607,000,153     | $         14,993,241,725    
|Investment adviser fee payable        | $                   3,627,244 | $                     3,828,744 | $                  5,647,567
|Other liabilities                     | 562,405                       | 428,353                         | 1,107,510                   
|Total liabilities                     | $                   4,189,649 | $                     4,257,097 | $                  6,755,077
|Net assets                            | $            9,730,234,877    | $            10,602,743,056     | $         14,986,486,648    
|Total investment income               | $               164,585,289   | $                 362,173,770   | $              281,291,094  
|Investment adviser fee                | $                 30,463,783  | $                   68,300,344  | $                55,972,772 
|Other expenses                        | 1,371,614                     | 2,713,783                       | 2,311,913                   
|Total expense reductions              | -                             | (16)                            | (12)                        
|Net expenses                          | $                 31,835,397  | $                   71,014,111  | $                58,284,673 
|Net investment income                 | $               132,749,892   | $                 291,159,659   | $              223,006,421  
|Net realized loss from investment     |                               |                                 |                             
|transactions and foreign currency     |                               |                                 |                             
|transactions(1)                       | (612,084,266)                 | (57,601,117)                    | (196,580,189)               
|Net change in unrealized              |                               |                                 |                             
|appreciation (depreciation) of        |                               |                                 |                             
|investments and foreign currency      | 1,694,388,985                 | (6,326,916,620)                 | (3,267,144,360)             
|Net increase (decrease) in net assets |                               |                                 |                             
|from operations                       | $              1,215,054,611  | $             (6,093,358,078)   | $         (3,240,718,128)   

|(1) | Amounts include net realized gain (loss) from redemptions in-kind of $(122,641,253), $440,338,417 and $398,661,935, respectively.
|--- | ---------------------------------------------------------------------------------------------------------------------------------

6Investment in Real Estate Joint Ventures

At September 30, 2009 and December 31, 2008, Belcrest Realty held investments in two Real Estate Joint Ventures, Lafayette Real Estate LLC (Lafayette) and Allagash Property Trust (Allagash). Belcrest Realty held a majority economic interest of 68.4% and 69.9% in Lafayette and 81.8% and 80.6% in Allagash as of September 30, 2009 and December 31, 2008, respectively. Lafayette owns office properties and Allagash owns industrial distribution properties. Combined and condensed financial data of the Real Estate Joint Ventures is presented below.

17



|                                           |                   |                                           |                                   
|------------------------------------------ | ----------------- | ----------------------------------------- | ----------------------------------
|September 30, 2009                         | December 31, 2008
|Assets                                     |                   |                                           |                                   
|Investment in real estate                  |                   | $                          650,734,791    | $                   810,946,172   
|Other assets                               |                   | 15,486,684                                | 16,632,243                        
|Total assets                               |                   | $                          666,221,475    | $                   827,578,415   
|Liabilities and Shareholders Equity       |                   |                                           |                                   
|Mortgage notes payable, at face(1)         |                   | $                          554,366,790    | $                    564,076,546  
|Other liabilities                          |                   | 11,122,253                                | 11,441,135                        
|Total liabilities                          |                   | $                          565,489,043    | $                    575,517,681  
|Minority interest                          |                   | $                               (749,923) | $                        9,887,682
|Shareholders equity                       |                   | $                          101,482,355    | $                    242,173,052  
|Total liabilities and shareholders equity |                   | $                          666,221,475    | $                    827,578,415  

|(1) | The mortgage notes payable generally cannot be prepaid or otherwise disposed of without incurring a substantial prepayment penalty. The Real Estate Joint Ventures generally have no current plans to prepay or otherwise dispose of the mortgage notes payable without the sale of the related real property.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|                                      |                           |                     |                    |                 
|------------------------------------- | ------------------------- | ------------------- | ------------------ | ----------------
|                                      | Three Months Ended        | Nine Months Ended  
|                                      | September 30,             | September 30,       | September 30,      | September 30,   
|                                      | 2009                      | 2008                | 2009               | 2008            
|Revenues                              | $              19,758,844 | $       20,431,485  | $       60,171,688 | $     60,110,484
|Expenses                              | 13,630,026                | 14,150,812          | 41,996,674         | 41,971,995      
|Net investment income before realized |                           |                     |                    |                 
|and unrealized gain (loss)            | $               6,128,818 | $         6,280,673 | $       18,175,014 | $     18,138,489
|Realized loss                         | (1,853,048)               | -                   | (1,853,048)        | -               
|Change in net unrealized appreciation |                           |                     |                    |                 
|(depreciation)                        | (11,505,063)              | 20,014,068          | (154,799,058)      | 16,517,650      
|Minority interest                     | 1,339,021                 | (181,508)           | 9,697,863          | 1,715,915       
|Net investment income (loss)          | $           (5,890,272)   | $      26,113,233   | $ (128,779,229)    | $     36,372,054
|                                     

7 Interest Rate Swap Agreements

Belcrest Capital has entered into interest rate swap agreements with Merrill Lynch Capital Services, Inc. to fix the cost of a substantial portion of its borrowings under the Credit Facility (Note 8). Pursuant to the agreements, Belcrest Capital makes periodic payments to the counterparty at predetermined fixed rates in exchange for floating rate payments that fluctuate with the one-month London Interbank Offered Rate (LIBOR). The notional or contractual amounts of these instruments may not necessarily represent the amounts potentially subject to risk. The measurement of the risks associated with these investments is meaningful only when considered in conjunction with all related assets, liabilities and agreements. The risks of interest rate swap agreements include changes in market conditions that will affect the value of the agreement or the cash flows and the possible inability of the counterparty to fulfill its obligations under the agreement. Belcrest Capitals maximum risk of loss from counterparty credit risk is the discounted net value of the cash flows to be received from/paid to the counterparty over the agreements remaining life, to the extent that the amount is positive. The following table summarizes Belcrest Capitals interest rate swap agreements.

18



|                                                                                   |                                   |                              
|---------------------------------------------------------------------------------- | --------------------------------- | -----------------------------
|                                                                                   | Liability Derivatives at         
|Derivatives Not Designated as Hedging Instruments               September 30, 2009 | December 31, 2008                
|Notional amount at end of the respective period(1)(2)                              | $                    214,835,000  | $                302,088,000 
|Average notional amount during the respective period                               | $                    241,011,000  | $                487,277,000 
|Weighted average fixed interest rate                                               | 4.09%                             | 4.17%                        
|Floating rate                                                                      | LIBOR + 0.30%                     | LIBOR + 0.30%                
|Initial optional termination dates                                                 | 3/2010                            | 3/2009  3/2010              
|Final termination dates                                                            | 6/2010  7/2015                   | 6/2010  7/2015              
|Fair value                                                                         | $                     (5,043,875) | $                 (9,509,218)

|(1) | During the nine months ended September 30, 2009, an interest rate swap agreement was terminated for which a loss of $1,696,299 was realized.                                                            
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(2) | Interest rate swap agreements held with aggregate notional amounts of $80,965,000 and $120,965,000 have initial optional termination dates as of September 30, 2009 and December 31, 2008, respectively.

8Debt

Credit Facility  Belcrest Capital has entered into credit arrangements with Dresdner Kleinwort Holdings I, Inc. (DKH) and Merrill Lynch Mortgage Capital, Inc. (Merrill Lynch) (collectively, the Credit Facility). The Credit Facility matures on June 25, 2010.

The credit arrangement with DKH is a term loan facility that accrues interest at a rate of one-month LIBOR plus 0.30% per annum. During the nine months ended September 30, 2009, Belcrest Capital made repayments to decrease the term loan with DKH by an aggregate amount of $97,500,000.

The credit arrangement with Merrill Lynch is a revolving loan facility. In February 2009, Belcrest Capital amended its credit arrangement with Merrill Lynch to increase the amount of the revolving loan facility by $40,000,000 to an aggregate amount available for borrowing of $83,000,000. Borrowings under this credit arrangement accrue interest at a rate of one-month LIBOR plus 0.38% per annum. At September 30, 2009, there are no borrowings outstanding pursuant to this arrangement. A commitment fee of 0.10% per annum is paid on the unused commitment amount and is included in Credit Facility interest expense in the accompanying condensed consolidated financial statements.

Obligations under the Credit Facility are without recourse to shareholders. Belcrest Capital is required under the Credit Facility to maintain at all times a specified asset coverage ratio. The rights of the lender to receive payments of interest on and repayments of principal of borrowings are senior to the rights of shareholders. Under the terms of the Credit Facility, Belcrest Capital is not permitted to make distributions of cash or securities while there is outstanding any event of default under the Credit Facility. During such periods, Belcrest Capital would not be able to honor redemption requests or make cash distributions. The Credit Facility is secured by a pledge of Belcrest Capitals assets, excluding the Funds Real Estate Joint Ventures and Co-owned Property.

The following table summarizes Belcrest Capitals Credit Facility. The fair value of the Credit Facility approximates its carrying value.

|                                                 |                                             |                                                  
|------------------------------------------------ | ------------------------------------------- | -------------------------------------------------
|                                                 | At September 30, 2009                       | At December 31, 2008                             
|Total amount available under the Credit Facility | $                      301,500,000          | $                            359,000,000         
|DKH borrowings outstanding                       | $                      218,500,000          | $                            316,000,000         
|Merrill Lynch borrowings outstanding             | $                                         - | $                                               -

19



Borrowings under the Credit Facility have been used to purchase the Funds interests in real estate investments, to pay selling commissions and organizational expenses and to provide for the liquidity needs of the Fund. Additional borrowings under the Credit Facility may be made in the future for these purposes.

Average Borrowings and Average Interest Rate  During the nine months ended September 30, 2009, the average balance of borrowings under the Credit Facility was approximately $240,700,000 with a weighted average interest rate of 0.72%. The weighted average interest rate includes all costs of borrowings under the Credit Facility.

9 Segment Information

Belcrest Capital pursues its investment objective primarily by investing indirectly in the Portfolio through Belvedere Company. The Portfolio is a diversified investment company that emphasizes investments in common stocks of domestic and foreign growth companies that are considered by its investment adviser to be high in quality and attractive in their long-term investment prospects. The Funds investment income includes the Funds pro rata share of Belvedere Companys net investment income. Separate from its investment in Belvedere Company, Belcrest Capital invests in real estate investments through Belcrest Realty. The Funds investment income from real estate investments primarily consists of distribution income from Partnership Preference Units and net investment income from Real Estate Joint Ventures and Co-owned Property.

Belcrest Capital evaluates performance of the reportable segments based on the net increase (decrease) in net assets from operations of the respective segment, which includes net investment income (loss), net realized gain (loss) and the net change in unrealized appreciation (depreciation).

The Funds Credit Facility borrowings and related interest expense are centrally managed by the Fund. A portion of the Credit Facility borrowings and related interest expense have been approximated and allocated to the real estate segment for presentation purposes herein. Credit Facility borrowings allocated to the real estate segment primarily represent estimated net amounts borrowed to purchase the Funds interest in real estate investments. The Funds interest rate swap agreement balances are presented as part of the real estate segment for presentation purposes herein. The accounting policies of the reportable segments are the same as those for Belcrest Capital on a consolidated basis. No reportable segments have been aggregated. Reportable information by segment is as follows:

20



|                           |  |                    |  |                   |  |                             |  |                     
|-------------------------- |  | ------------------ |  | ----------------- |  | --------------------------- |  | --------------------
|                           |  | Three Months Ended |  | Nine Months Ended
|                           |  | September 30,      |  | September 30,     |  | September 30,               |  | September 30,       
|                           |  | 2009               |  | 2008              |  | 2009                        |  | 2008                
|Investment income          |  |                    |  |                   |  |                             |  |                     
|The Portfolio*             |  | $      2,452,165   |  | $     6,738,563   |  | $                 9,705,480 |  | $        20,146,574 
|Real Estate                |  | 5,811,211          |  | 6,829,866         |  | 18,232,678                  |  | 20,080,737          
|Unallocated                |  | 3                  |  | 16,458            |  | 2,102                       |  | 85,440              
|Total investment income    |  | $      8,263,379   |  | $   13,584,887    |  | $              27,940,260   |  | $         40,312,751
|                          
|Net increase (decrease) in |  |                    |  |                   |  |                             |  |                     
|net assets from operations |  |                    |  |                   |  |                             |  |                     
|The Portfolio*             |  | $ 101,670,256      |  | $ (93,107,438)    |  | $             86,580,846    |  | $    (324,956,745)  
|Real Estate                |  | 2,797,244          |  | 6,361,942         |  | (89,232,384)                |  | (2,203,060)         
|Unallocated(1)             |  | (177,532)          |  | (620,268)         |  | (536,648)                   |  | (2,098,097)         
|Net increase (decrease) in |  |                    |  |                   |  |                             |  |                     
|net assets from operations |  | $ 104,289,968      |  | $ (87,365,764)    |  | $            (3,188,186)    |  | $    (329,257,902)  

|               |  |                                |  |                                
|-------------- |  | ------------------------------ |  | -------------------------------
|               |  | At September 30,               |  | At December 31,                
|               |  | 2009                           |  | 2008                           
|Net assets     |  |                                |  |                                
|The Portfolio* |  | $                  758,208,761 |  | $                   870,757,329
|Real Estate    |  | (67,510,350)                   |  | (49,070,564)                   
|Unallocated(2) |  | (13,600,160)                   |  | (12,805,288)                   
|Net assets     |  | $                 677,098,251  |  | $                   808,881,477

|*   | Belcrest Capital invests indirectly in the Portfolio through Belvedere Company.                                                                                                                                                                                               
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | Unallocated amounts pertain to the overall operation of Belcrest Capital and do not pertain to either segment. Included in these amounts are primarily unallocated audit expense, distribution and servicing fees and unallocated Credit Facility interest expense as follows:

|                                    |                      |                    |                   |                     |                    
|----------------------------------- | -------------------- | ------------------ | ----------------- | ------------------- | -------------------
|                                    | Three Months Ended   |                    | Nine Months Ended
|                                    | September 30,        | September 30,      |                   | September 30,       | September 30,      
|                                    | 2009                 | 2008               |                   | 2009                | 2008               
|Audit expense                       | $             84,640 | $           47,450 |                   | $          212,445  | $           180,883
|Distribution and servicing fees     | $             50,458 | $         462,694  |                   | $          181,348  | $        1,537,694 
|Interest expense on Credit Facility | $             24,452 | $         109,572  |                   | $            91,545 | $           390,417

|(2) | Amounts include 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 September 30, 2009 and December 31, 2008, such borrowings totaled approximately $14,989,000. Unallocated assets include direct cash held by the Fund and the Funds investment in Cash Management. As of September 30, 2009 and December 31, 2008, such amounts totaled approximately $1,711,000 and $2,462,000, respectively.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

21



Item 2. 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 of 1933, as amended and Section 21E of the Securities Exchange Act of 1934, as amended (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 Belcrest Capital Fund LLC (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 unaudited condensed consolidated financial statements and related notes in Item 1.

MD&A for the Quarter Ending September 30, 2009 Compared to the Quarter Ending September 30, 2008.(1)

Performance of the Fund.The Funds investment objective is to achieve long-term, after-tax returns for shareholders. Eaton Vance Management (Eaton Vance), as the Funds manager, measures the Funds success in achieving its objective based on the investment returns of the Fund, using the S&P 500 Index as the Funds primary performance benchmark. The S&P 500 Index is a broad-based, unmanaged index of common stocks commonly used as a measure of U.S. stock market performance. Eaton Vances primary focus in pursuing total return is on the Funds common stock portfolio, which consists of its indirect interest in Tax-Managed Growth Portfolio (the Portfolio). The Fund invests in the Portfolio through its interest in Belvedere Capital Fund Company LLC (Belvedere Company). The Funds performance will differ from that of the Portfolio primarily due to its investments outside the Portfolio. In measuring the performance of the Funds real estate investments, Eaton Vance considers whether, through current returns and changes in valuation, the real estate investments achieve returns that over the long-term exceed the cost of the borrowings incurred to acquire such investments and thereby add to Fund returns. The Fund has entered into interest rate swap agreements to fix the cost of a substantial portion of its borrowings under the Credit Facility (described under "Liquidity and Capital Resources" below).

The Funds total return was 17.66% for the quarter ending September 30, 2009. This return reflects an increase in the Funds net asset value per share from $63.58 to $74.81 during the period. The total return of the S&P 500 Index was 15.59% over the same period. Last year, the Fund had a total return of -6.33% for the quarter ending September 30, 2008. This return reflected a decrease in the Funds net asset value per share from $112.47 to $105.34 during the period. The S&P 500 Index had a total return of -8.36% over the same period.

Performance of the Portfolio.In the third quarter of 2009, global equity markets continued to confound skeptical investors by extending the rally that began in early March. The Dow Jones Industrial Average had its biggest quarterly gain since the fourth quarter of 1998, and the S&P 500 Index has recorded seven consecutive months of gains, a feat achieved only 15 times since 1928.

For the quarter ending September 30, 2009, all ten of the economic sectors within the S&P 500 Index registered positive returns, with seven producing double-digit gains. The financials, industrials and materials sectors posted the largest gains, while telecommunication services, utilities and health care stocks lagged all other sectors. Market leading industries for the quarter included insurance, consumer finance, machinery, industrial conglomerates and chemicals. In contrast, the wireless telecommunication services, electric utilities, construction and engineering, software and biotechnology industries realized weaker returns for the period. On average during the course of the quarter, small-capitalization stocks outperformed large-capitalization stocks and value style investments generally performed better than growth style investments.

The Portfolio invests on a long-term basis in a broadly diversified portfolio consisting primarily of common stocks of established growth companies. For the quarter ending September 30, 2009, the Portfolio had a return of 15.14% slightly trailing its benchmark, the S&P 500 Index, which had a total return of 15.59%. The Portfolio underperformed its

|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 and is not annualized; 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.
|- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

22



benchmark due to differences in stock selection and sector allocation versus the S&P 500 Index. For comparison, during the third quarter of 2008, the Portfolio posted a total return of -5.82%.

During the quarter ending September 30, 2009, the Portfolio remained overweight in the health care, industrials, consumer staples and consumer discretionary sectors, while continuing to underweight the financials, materials, telecommunication services and utilities sectors. The Portfolio benefited predominantly from its investments in the energy, telecommunication services and utilities sectors. Stock selection in the energy sector added to results as the Portfolios investment in a diversified basket of exploration and production companies registered strong gains. Below-benchmark weightings in the underperforming telecommunication services and utilities sectors also aided relative performance.

In contrast, stock selection in the information technology and financials sectors detracted most from relative performance. The Portfolios focus on owning better capitalized, high quality companies negatively impacted relative results as the performance of the financials sector was driven by many of the lower quality stocks which produced significant gains during the quarter. The Portfolios limited ownership of several insurance stocks that outperformed their industry peers was also disadvantageous. While the Portfolio continued to increase its overall exposure to specific areas within the information technology sector during the quarter, stock selection had a negative impact on overall results. An underweight in the strong performing computers and peripherals group hurt returns as did weaker stock selections among communications equipment and software.

Performance of Real Estate Investments.The Funds real estate investments are held through Belcrest Realty Corporation (Belcrest Realty). As of September 30, 2009, real estate investments included: two real estate joint ventures (Real Estate Joint Ventures), Allagash Property Trust (Allagash) and Lafayette Real Estate LLC (Lafayette); a tenancy-in-common interest in real property (Co-owned Property), Bel Stamford I LLC (Bel Stamford I); and a portfolio of preferred equity interests in real estate operating partnerships (Partnership Preference Units) affiliated with publicly traded real estate investment trusts (REITs). Allagash owns industrial distribution properties and Lafayette owns office properties. Bel Stamford I owns an interest in an office property leased to a single tenant.

The Funds real estate investments produced positive returns during the quarter, with increases in the fair value of Partnership Preference Units and net investment income more than offsetting decreases in the fair value of real property investments. Valuations of the real property investments decreased during the period due to further widening of capitalization rates and discount rates as well as weakening in other market metrics. The increases in capitalization rates and discount rates reflect the re-pricing of risk by commercial real estate investors and the reduced availability and increased cost of debt financing. These factors, along with general economic conditions, have kept transactional activity at levels significantly below that of recent years and caused continued downward pressure on the valuations of real property investments. The fair value of Partnership Preference Units increased during the quarter due to the tightening of credit spreads, as the general market for preferreds and other fixed income securities improved during the period.

During the quarter ending September 30, 2009, the Funds net investment income from real estate investments was approximately $5.8 million compared to approximately $6.8 million for the quarter ending September 30, 2008, a decrease of $1.0 million or 15%. The decrease was due to lower distributions from investments in Partnership Preference Units principally due to fewer average holdings of Partnership Preference Units during the quarter, and to decreases in the net investment income from Real Estate Joint Ventures. During the quarter ending September 30, 2008, the Funds net investment income from real estate investments increased due to an increase in the net investment income from Lafayette and the acquisition of Bel Stamford I in the second quarter of 2008, partially offset by lower distributions from investments in Partnership Preference Units principally due to fewer Partnership Preference Units held on average during the quarter.

Performance of Interest Rate Swap Agreements.For the quarter ending September 30, 2009, net realized and unrealized losses on the Funds interest rate swap agreements totaled approximately $0.8 million, compared to approximately $1.0 million of net realized and unrealized losses for the quarter ending September 30, 2008. Net realized and unrealized losses on swap agreements for the quarter ending September 30, 2009 consisted of $1.9 million of periodic net payments made pursuant to outstanding swap agreements (and classified as net realized losses on interest rate swap agreements in the Funds unaudited condensed consolidated financial statements), partially offset by $1.1 million of net unrealized gains due to changes in swap agreement valuations. For the quarter ending September 30, 2008, net realized and unrealized losses on swap agreements consisted of $1.8 million of periodic net payments made pursuant to outstanding swap agreements, partially offset by $0.8 million of net unrealized gains due to changes in swap agreement valuations. The positive contribution to Fund performance from changes in swap agreement valuations for the quarter ending September 30, 2009 and quarter ending September 30, 2008 was attributable to an increase in swap rates during the quarter and a decrease in the remaining term of the agreements.

23



MD&A for the Nine Months Ending September 30, 2009 Compared to the Nine Months Ending September 30, 2008.

Performance of the Fund.The Funds total return was 1.94% for the nine months ending September 30, 2009. This return reflects an increase in the Funds net asset value per share from $74.71 to $74.81 and a distribution of $1.23 per share during the period. The S&P 500 Index had a total return of 19.27% over the same period. Last year, the Fund had a total return of -19.22% for the nine months ending September 30, 2008. This return reflected a decrease in the Funds net asset value per share from $132.81 to $105.34 and a distribution of $2.20 per share during the period. The S&P 500 Index had a total return of -19.27% over the same period.

Performance of the Portfolio.During the nine months ending September 30, 2009, equity markets witnessed an astounding transition from risk aversion to risk appetite. Many of the lowest-quality stocks that investors scorned earlier in the year had the highest returns in the recovery. The rally has been driven by optimism that the financial crisis and economy have stabilized. Corporate profits have exceeded expectations, driven by cost cutting and productivity, which have trumped the concerns of consumer debt, high unemployment and depressed home prices. On average during the course of the period, small-capitalization stocks generally outperformed large- and mid-capitalization stocks and growth style investments remained ahead of their value counterparts.

For the nine-month period ending September 30, 2009, all ten of the economic sectors in the S&P 500 Index posted positive returns. Information technology, materials, consumer discretionary and financials were the top-performing sectors, while the telecommunication services and utilities sectors realized weaker returns. S&P 500 Index-leading industries of the first nine months of 2009 included computers and peripherals, semiconductors, energy equipment and services, capital markets, chemicals and automobiles. Industries making negative contributions to the Index returns included construction materials, thrifts and mortgage finance, diversified telecommunication services and biotechnology.

The Portfolios performance for the nine months ending September 30, 2009 was 16.57%, trailing its benchmark, the S&P 500 Index, which had a total return of 19.27%. The Portfolio underperformed its benchmark due to differences in sector allocation and stock selection versus the S&P 500 Index. For comparison, during the first nine months of 2008, the Portfolio posted a total return of -17.09%.

The Portfolio remained overweight in the industrials, health care, consumer staples and discretionary sectors, while continuing to underweight the energy, information technology, telecommunication services and utilities sectors. Stock selection and allocation decisions within the information technology, health care and financials sectors were the primary contributors to the Portfolios underperformance versus the S&P 500 Index for the period. A combination of an above-benchmark weighting and relatively weaker investment choices within the pharmaceuticals space accounted for a significant portion of the shortfall. Within the financials sector, not owning the lower-quality diversified financials stock that outperformed during the period and stock picks in insurance also detracted from relative performance. Lastly, the Portfolios underweight position in the market-leading computers and peripherals industry, combined with weaker stock selection, hindered performance.

In contrast, the Portfolio gained from relatively stronger investment selections within energy and industrials sectors. A de-emphasis of the lagging utilities and telecommunication services stocks were also particularly beneficial.

Performance of Real Estate Investments.The Funds real estate investments produced negative returns during the period, with decreases in the fair value of real property investments and other factors more than offsetting the net investment income generated during the period and increases in the fair value of Partnership Preference Units. Valuations of the real property investments decreased during the period due to further widening of capitalization rates and discount rates as well as weakening in other market metrics. The increases in capitalization rates and discount rates reflect the re-pricing of risk by commercial real estate investors and the reduced availability and increased cost of debt financing. These factors, along with general economic conditions, have kept transactional activity at levels significantly below that of recent years and caused continued downward pressure on the valuations of real property investments. The fair value of Partnership Preference Units increased during the period due to the tightening of credit spreads, as the general market for preferreds and other fixed income securities improved during the period.

During the nine months ending September 30, 2009, Belcrest Realty sold certain of its Partnership Preference Units for approximately $23.0 million (representing a sale to the issuer of such Partnership Preference Units), recognizing a loss of approximately $12.8 million on the sale transaction. During the nine months ending September 30, 2008, Belcrest Realty sold certain of its Partnership Preference Units and certain debt and common equity investments in two private real estate companies for approximately $58.6 million (including sales to real estate investment affiliates of other investment funds

24



advised by the Funds investment adviser, Boston Management and Research), recognizing a loss of approximately $24.3 million on the sales transactions.

During the nine months ending September 30, 2009, the Funds net investment income from real estate investments was approximately $18.2 million compared to approximately $19.7 million for the nine months ending September 30, 2008, a decrease of $1.5 million or 8%. The decrease was due to lower distributions from investments in Partnership Preference Units principally due to fewer average holdings of Partnership Preference Units during the period, and to a decrease in the net investment income from Allagash, partially offset by an increase in the net investment income related to the acquisition of Bel Stamford I in June 2008, and an increase in the net investment income from Lafayette. During the nine months ending September 30, 2008, the Funds net investment income from real estate investments decreased due to lower distributions from investments in Partnership Preference Units principally due to fewer Partnership Preference Units held on average during the period and decreases in the net investment income from Real Estate Joint Ventures.

The fair value of the Funds real estate investments was approximately $141.9 million at September 30, 2009, compared to approximately $262.3 million at December 31, 2008, a net decrease of $120.4 million or 46%. This net decrease was principally due to decreases in the fair value of Belcrest Realtys investments in the Real Estate Joint Ventures, fewer Partnership Preference Units held by Belcrest Realty at the end of the period, and a decrease in the fair value of Bel Stamford I, partially offset by a net increase in the fair value of continuing investments in Partnership Preference Units.

Performance of Interest Rate Swap Agreements.For the nine months ending September 30, 2009, net realized and unrealized losses on the Funds interest rate swap agreements totaled approximately $3.3 million, compared to net realized and unrealized losses of approximately $7.8 million for the nine months ending September 30, 2008. Net realized and unrealized losses on swap agreements for the nine months ending September 30, 2009 consisted of $6.1 million of periodic net payments made pursuant to outstanding swap agreements (and classified as net realized losses on interest rate swap agreements in the Funds unaudited condensed consolidated financial statements) and $1.7 million of net realized losses due to the early termination of a certain swap agreement, partially offset by $4.5 million of net unrealized gains consisting of approximately $1.7 million of net unrealized gains resulting from the recharacterization of previously recorded unrealized depreciation as realized losses due to the early termination of a certain swap agreement referenced above and approximately $2.8 million due to changes in swap agreement valuations. For the nine months ending September 30, 2008, net realized and unrealized losses on swap agreements consisted of $4.7 million of periodic net payments made pursuant to outstanding swap agreements and $3.1 million of net unrealized losses due to changes in swap agreement valuations. The positive contribution to Fund performance from changes in swap agreement valuations for the nine months ending September 30, 2009 was attributable to an increase in swap rates during the period and a decrease in the remaining term of the agreements. The negative contribution to Fund performance from changes in swap agreement valuations for the nine months ending September 30, 2008 was attributable to a decrease in swap rates during the period, partially offset by a net decrease in the outstanding notional balance.

Liquidity and Capital Resources.

Outstanding Borrowings.The Fund has entered into credit arrangements with Dresdner Kleinwort Holdings I, Inc. (DKH) and Merrill Lynch Mortgage Capital, Inc. (Merrill Lynch) (collectively, the Credit Facility) to finance its real estate investments and to pay selling commissions and the Funds organizational expenses, as well as to provide for any ongoing liquidity needs of the Fund. The Fund will continue to use the Credit Facility for such purposes in the future. Any increase in the size of the Credit Facility will be subject to lender consent and may result in changes to the terms of the Credit Facility including the interest rates and fees paid thereunder. The Credit Facility matures on June 25, 2010. The Fund is in discussions with various lenders regarding refinancing the Credit Facility on or prior to its maturity date. There can be no assurance that the terms and conditions of any replacement financing will be as favorable to the Fund as those of the Credit Facility (including terms relating to applicable interest rates and fees payable by the Fund). In the event that the Fund is not able to secure replacement financing, it may be required to liquidate holdings to repay amounts borrowed under the Credit Facility.

During the nine months ending September 30, 2009, the Fund made repayments to decrease the Credit Facility by $97.5 million. The Fund primarily used cash proceeds from the redemption of shares of Belvedere Company and the sale of certain Partnership Preference Units to fund the repayment of the Credit Facility.

During the nine months ending September 30, 2009, the Fund amended the Merrill Lynch credit arrangement to increase the loan commitment by $40.0 million to an aggregate amount available for borrowing of $83.0 million.

25



As of September 30, 2009, the Fund had outstanding borrowings of $218.5 million and unused loan commitments of $83.0 million under the Credit Facility.

The Fund has entered into interest rate swap agreements with Merrill Lynch Capital Services, Inc. to fix the cost of a substantial portion of its borrowings under the Credit Facility. Pursuant to the agreements, the Fund makes periodic payments to the counterparty at predetermined fixed rates in exchange for floating rate payments that fluctuate with the one-month London Interbank Offered Rate (LIBOR). Changes in the underlying values of the outstanding interest rate swap agreements are recorded as unrealized appreciation or depreciation in the unaudited condensed consolidated statements of operations. As of September 30, 2009, the accumulated unrealized depreciation related to the interest rate swap agreements was approximately $5.0 million. As of December 31, 2008, the accumulated unrealized depreciation related to the interest rate swap agreements was approximately $9.5 million.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

Interest Rate Risk.The Funds primary exposure to interest rate risk arises from its real estate investments that are financed by the Fund with floating rate borrowings under the Credit Facility and by fixed rate mortgage notes secured by the real property of the Real Estate Joint Ventures and Co-owned Property. Partnership Preference Units are fixed rate instruments whose values will generally decrease when interest rates rise and increase when interest rates fall. The interest rates on borrowings under the Credit Facility are reset at regular intervals based on one-month LIBOR. The Fund has entered into interest rate swap agreements to fix the cost of a substantial portion of its borrowings under the Credit Facility. Pursuant to the agreements, the Fund makes periodic payments to the counterparty at predetermined fixed rates in exchange for floating rate payments that fluctuate with one-month LIBOR. The Funds interest rate swap agreements will generally increase in value when interest rates rise and decrease in value when interest rates fall. In the future, the Fund may use other interest rate hedging arrangements (such as caps, floors and collars) to fix or limit borrowing costs. The use of interest rate hedging arrangements is a specialized activity that can expose the Fund to significant loss.

The following table summarizes the contractual maturities and weighted-average interest rates associated with the Funds significant non-trading financial instruments. The Fund has no market risk sensitive instruments held for trading purposes. This information should be read in conjunction with Notes 7 and 8 to the Funds unaudited condensed consolidated financial statements in Item 1.



|Interest Rate SensitivityCost, Principal (Notional) Amountby Contractual Maturity and Callable Datefor the Twelve Months Ending September 30,*
|----------------------------------------------------------------------------------------------------------------------------------------------

|                            |  |              |  |      |  |      |  |      |  |      |  |             |  |              |  |              
|--------------------------- |  | ------------ |  | ---- |  | ---- |  | ---- |  | ---- |  | ----------- |  | ------------ |  | -------------
|                            |  |              |  |      |  |      |  |      |  |      |  |             |  |              |  | Fair Value as
|                            |  |              |  |      |  |      |  |      |  |      |  |             |  |              |  | of September 
|                            |  | 2010         |  | 2011 |  | 2012 |  | 2013 |  | 2014 |  | Thereafter  |  | Total        |  | 30, 2009     
|Rate sensitive liabilities: |  |              |  |      |  |      |  |      |  |      |  |             |  |              |  |              
|Long-term debt:             |  |              |  |      |  |      |  |      |  |      |  |             |  |              |  |              
|Variable-rate Credit        |  |              |  |      |  |      |  |      |  |      |  |             |  |              |  |              
|Facility                    |  | $218,500,000 |  |      |  |      |  |      |  |      |  |             |  | $218,500,000 |  | $218,500,000 
|Average interest rate       |  | 0.55%        |  |      |  |      |  |      |  |      |  |             |  | 0.55%        |  |              
|Rate sensitive derivative   |  |              |  |      |  |      |  |      |  |      |  |             |  |              |  |              
|financial instruments:      |  |              |  |      |  |      |  |      |  |      |  |             |  |              |  |              
|Pay fixed/receive           |  |              |  |      |  |      |  |      |  |      |  |             |  |              |  |              
|variable interest rate      |  |              |  |      |  |      |  |      |  |      |  |             |  |              |  |              
|swap agreements(1)          |  | $210,965,000 |  |      |  |      |  |      |  |      |  | $ 3,870,000 |  | $214,835,000 |  | $ (5,043,875)
|Average pay rate            |  | 4.05%        |  |      |  |      |  |      |  |      |  | 6.29%       |  | 4.09%        |  |              
|Average receive rate        |  | 0.55%        |  |      |  |      |  |      |  |      |  | 0.55%       |  | 0.55%        |  |              
|Rate sensitive              |  |              |  |      |  |      |  |      |  |      |  |             |  |              |  |              
|investments:                |  |              |  |      |  |      |  |      |  |      |  |             |  |              |  |              

26



|                        |  |             |  |      |  |      |  |      |  |      |  |            |  |              |  |              
|----------------------- |  | ----------- |  | ---- |  | ---- |  | ---- |  | ---- |  | ---------- |  | ------------ |  | -------------
|                        |  |             |  |      |  |      |  |      |  |      |  |            |  |              |  | Fair Value as
|                        |  |             |  |      |  |      |  |      |  |      |  |            |  |              |  | of September 
|                        |  | 2010        |  | 2011 |  | 2012 |  | 2013 |  | 2014 |  | Thereafter |  | Total        |  | 30, 2009     
|                       
|Fixed-rate Partnership  |  |             |  |      |  |      |  |      |  |      |  |            |  |              |  |              
|Preference Units:       |  |             |  |      |  |      |  |      |  |      |  |            |  |              |  |              
|                       
|Essex Portfolio, L.P.,  |  |             |  |      |  |      |  |      |  |      |  |            |  |              |  |              
|7.875% Series B         |  |             |  |      |  |      |  |      |  |      |  |            |  |              |  |              
|Cumulative Redeemable   |  |             |  |      |  |      |  |      |  |      |  |            |  |              |  |              
|Preferred Units,        |  |             |  |      |  |      |  |      |  |      |  |            |  |              |  |              
|Callable 12/31/09,      |  |             |  |      |  |      |  |      |  |      |  |            |  |              |  |              
|Current Yield: 10.07%   |  | $15,209,090 |  |      |  |      |  |      |  |      |  |            |  | $ 15,209,090 |  | $ 11,727,660 
|                       
|Liberty Property        |  |             |  |      |  |      |  |      |  |      |  |            |  |              |  |              
|Limited Partnership,    |  |             |  |      |  |      |  |      |  |      |  |            |  |              |  |              
|7.45% Series B          |  |             |  |      |  |      |  |      |  |      |  |            |  |              |  |              
|Cumulative Redeemable   |  |             |  |      |  |      |  |      |  |      |  |            |  |              |  |              
|Preferred Units,        |  |             |  |      |  |      |  |      |  |      |  |            |  |              |  |              
|Callable 8/31/09,       |  |             |  |      |  |      |  |      |  |      |  |            |  |              |  |              
|Current Yield: 9.70%    |  | $6,250,000  |  |      |  |      |  |      |  |      |  |            |  | $ 6,250,000  |  | $ 4,800,000  
|                       
|MHC Operating Limited   |  |             |  |      |  |      |  |      |  |      |  |            |  |              |  |              
|Partnership, 8.0625%    |  |             |  |      |  |      |  |      |  |      |  |            |  |              |  |              
|Series D Cumulative     |  |             |  |      |  |      |  |      |  |      |  |            |  |              |  |              
|Redeemable Perpetual    |  |             |  |      |  |      |  |      |  |      |  |            |  |              |  |              
|Preference Units,       |  |             |  |      |  |      |  |      |  |      |  |            |  |              |  |              
|Callable 3/24/10,       |  |             |  |      |  |      |  |      |  |      |  |            |  |              |  |              
|Current Yield: 11.20%   |  | $37,500,000 |  |      |  |      |  |      |  |      |  |            |  | $ 37,500,000 |  | $ 27,000,000 
|                       
|MHC Operating Limited   |  |             |  |      |  |      |  |      |  |      |  |            |  |              |  |              
|Partnership, 7.95%      |  |             |  |      |  |      |  |      |  |      |  |            |  |              |  |              
|Series F Cumulative     |  |             |  |      |  |      |  |      |  |      |  |            |  |              |  |              
|Redeemable Perpetual    |  |             |  |      |  |      |  |      |  |      |  |            |  |              |  |              
|Preference Units,       |  |             |  |      |  |      |  |      |  |      |  |            |  |              |  |              
|Callable 6/30/10,       |  |             |  |      |  |      |  |      |  |      |  |            |  |              |  |              
|Current Yield: 11.20%   |  | $17,500,000 |  |      |  |      |  |      |  |      |  |            |  | $ 17,500,000 |  | $ 12,425,000 
|                       
|Vornado Realty L.P., 7% |  |             |  |      |  |      |  |      |  |      |  |            |  |              |  |              
|Series D-10 Cumulative  |  |             |  |      |  |      |  |      |  |      |  |            |  |              |  |              
|Redeemable Preferred    |  |             |  |      |  |      |  |      |  |      |  |            |  |              |  |              
|Units,                  |  |             |  |      |  |      |  |      |  |      |  |            |  |              |  |              
|Callable 11/17/08,      |  |             |  |      |  |      |  |      |  |      |  |            |  |              |  |              
|Current Yield: 9.37%(2) |  | $8,834,085  |  |      |  |      |  |      |  |      |  |            |  | $ 8,834,085  |  | $ 8,966,452  

|*   | The amounts listed reflect the Funds positions as of September 30, 2009. The Funds current positions may differ.
|--- | ------------------------------------------------------------------------------------------------------------------
|(1) | The interest rate swap agreement with a notional amount of $3,870,000 has an effective date of June 25, 2010.     
|(2) | Belcrest Realtys interest in these Partnership Preference Units is held through Bel Holdings LLC.                

Risks of Interest Rate Swap Agreements.The risks of interest rate swap agreements include changes in market conditions that will affect the value of the agreement or the cash flows and the possible inability of the counterparty to fulfill its obligations under the agreement. Interest rate swap agreements may be difficult to value and may be illiquid. The Funds maximum risk of loss from counterparty credit risk is the discounted net value of the cash flows to be received from/paid to the counterparty over the agreements remaining life, to the extent that amount is positive.

Item 4. Controls and Procedures.

Fund Governance.As the Funds manager, the complete and entire management, control and operation of the Fund are vested in Eaton Vance. The Funds Chief Executive Officer and Chief Financial Officer intend to report to the Audit

27



Committee of the Board of Directors of Eaton Vance, Inc. (the sole trustee of Eaton Vance) any significant deficiency in the design or operation of internal control over financial reporting which could adversely affect the Funds ability to record, process, summarize and report financial data, and any fraud, whether or not material, that involves management or other employees who have a significant role in the Funds internal control over financial reporting.

Disclosure Controls and Procedures.Eaton Vance, as the Funds manager, evaluated the effectiveness of the Funds disclosure controls and procedures (as defined by Rule 13a-15(e) of the Act) as of the end of the period covered by this report, with the participation of the Funds Chief Executive Officer and Chief Financial Officer. The Funds disclosure controls and procedures are the controls and other procedures that the Fund designed to ensure that information required to be disclosed by the issuer in the reports that it files or submits under the Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commissions rules and forms. Based on that evaluation, the Funds Chief Executive Officer and Chief Financial Officer concluded that, as of September 30, 2009, the Funds disclosure controls and procedures were effective.

Internal Control Over Financial Reporting.There were no changes in the Funds internal control over financial reporting that occurred during the quarter ending September 30, 2009 that have materially affected or are reasonably likely to materially affect the Funds internal control over financial reporting.



|PART II. OTHER INFORMATIONItem 1. Legal Proceedings.
|----------------------------------------------------

Although in the ordinary course of business the Fund and its subsidiaries may become involved in legal proceedings, the Fund is not aware of any material pending legal proceedings to which they are subject.

Item 1A. Risk Factors.

There have been no material changes from risk factors as previously disclosed in the Funds Form 10-K for the year ending December 31, 2008 in response to Item 1A to Part I of Form 10-K.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

As described in the Funds Annual Report on Form 10-K for the year ending December 31, 2008, shares of the Fund generally may be redeemed on any business day. The redemption price will be based on the net asset value next computed after receipt by the Fund of a written redemption request from a shareholder, including a proper form of signature guarantee and such other documentation the Fund and the transfer agent may then require. The Fund may, at its discretion, accept redemption requests submitted by facsimile transmission, although an original letter of instruction and supporting documents must be delivered before proceeds are delivered. Once accepted, a redemption request may not be revoked without the consent of the Fund. Settlement of redemptions will ordinarily occur within five business days of receipt by the Funds transfer agent of the original redemption request in good order, and (if applicable) promptly following registration and processing of stock certificates by the transfer agent of the issuer of the distributed securities. The right to redeem is available to all shareholders and all outstanding Fund shares generally are eligible for redemption. During each month in the quarter ending September 30, 2009, the total number of shares redeemed and the average price paid per share were as follows:

Total No. of Shares
     Average Price PaidMonth Ending
     Redeemed(1)
     Per ShareJuly 31, 2009
     180,505.713
     $66.13August 31, 2009
     91,855.950
     $70.62September 30, 2009
     168,429.497
     $73.79Total
     440,791.160
     $70.20


|(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.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

28





|Item 3. Defaults Upon Senior Securities.None.Item 4. Submission of Matters to a Vote of Security Holders.No matters were submitted to a vote of security holders during the quarter ending September 30, 2009.Item 5. Other Information.None.Item 6. Exhibits.
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(a) | The following is a list of all exhibits filed as part of this Form 10-Q:
|--- | ------------------------------------------------------------------------
|    | 31.1                                                                    
|    | 31.2                                                                    
|    | 32.1                                                                    
|    | 32.2                                                                    
|(b) | Reports on Form 8-K:                                                    
|    | None.                                                                   

29





|SIGNATURES
|----------

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized officer on November 9, 2009.



|BELCREST CAPITAL FUND LLC/s/ Andrew C. FrenetteAndrew C. FrenetteChief Financial Officer(Duly Authorized Officer andPrincipal Financial Officer)
|------------------------------------------------------------------------------------------------------------------------------------------------

30





|EXHIBIT INDEX
|-------------

|31.1 | Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 302 of the Sarbanes- Oxley Act of 2002
|---- | -----------------------------------------------------------------------------------------------------------------------
|31.2 | Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 302 of the Sarbanes- Oxley Act of 2002
|32.1 | Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes- Oxley Act of 2002
|32.2 | Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes- Oxley Act of 2002

31