|UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549FORM 10-Q
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|[X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 (the Act)For the quarterly period endedMarch 31, 2009[   ] Transition Report Pursuant to Section 13 or 15(d) of the ActFor the transition period from _________ to _____________Commission File Number000-30509BelcrestCapital 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




|The Eaton Vance Building255 State StreetBoston, Massachusetts 02109(Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report)
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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

1

|              |                                                                               |     
|------------- | ----------------------------------------------------------------------------- | ----
|              | BelcrestCapital 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             |     
|              | March 31, 2009andDecember 31, 2008                                            | 3   
|              | Condensed Consolidated Statements of Operations for theThreeMonths            |     
|              | EndedMarch 31, 2009and2008                                                    | 4   
|              | Condensed Consolidated Statements of Changes in Net Assets for theThreeMonths |     
|              | EndedMarch 31, 2009and the Year EndedDecember 31, 2008                        | 6   
|              | Condensed Consolidated Statements of Cash Flows for theThreeMonths            |     
|              | EndedMarch 31, 2009and2008                                                    | 7   
|              | Financial Highlights for theThreeMonths EndedMarch 31, 2009and the Year       |     
|              | EndedDecember 31, 2008                                                        | 9   
|              | Notes to Condensed Consolidated Financial Statements as ofMarch 31, 2009      | 10  
|Item 2.       | Managements Discussion and Analysis of Financial Condition                   |     
|              | and Results of Operations (MD&A).                                             | 20  
|Item 3.       | Quantitative and Qualitative Disclosures About Market Risk.                   | 23  
|Item 4.       | Controls and Procedures.                                                      | 24  
|PART II.      | OTHER INFORMATION                                                             |     
|Item 1.       | Legal Proceedings.                                                            | 26  
|Item 1A.      | Risk Factors.                                                                 | 26  
|Item 2.       | Unregistered Sales of Equity Securities and Use of Proceeds.                  | 26  
|Item 3.       | Defaults Upon Senior Securities.                                              | 26  
|Item 4.       | Submission of Matters to a Vote of Security Holders.                          | 26  
|Item 5.       | Other Information.                                                            | 26  
|Item 6.       | Exhibits.                                                                     | 26  
|SIGNATURES    | 28                                                                           
|EXHIBIT INDEX | 29                                                                           

2

|                                                                        |                    |                   
|----------------------------------------------------------------------- | ------------------ | ------------------
|PART I. FINANCIAL INFORMATION                                           |                    |                   
|Item 1. Financial Statements.                                           |                    |                   
|                                                                       
|BELCREST CAPITAL FUND LLC                                               |                    |                   
|Condensed Consolidated Statements of Assets and Liabilities (Unaudited) |                    |                   
|                                                                       
|                                                                        | March 31, 2009     | December 31, 2008 
|Assets:                                                                 |                    |                   
|Investment in Belvedere Capital Fund Company LLC                        |                    |                   
|(Belvedere Company)                                                     | $ 642,773,406      | $ 872,416,210     
|Investment in Partnership Preference Units                              | 48,572,364         | 74,502,385        
|Investment in Real Estate Joint Ventures                                | 144,440,854        | 183,246,169       
|Investment in Co-owned Property                                         | 3,550,262          | 4,581,534         
|Affiliated investment                                                   | 1,517,996          | 698,542           
|Total investments, at value                                             | $ 840,854,882      | $ 1,135,444,840   
|Cash                                                                    | 1,204,685          | 1,761,897         
|Interest receivable from affiliated investment                          | 200                | 1,171             
|Total assets                                                            | $ 842,059,767      | $ 1,137,207,908   
|                                                                       
|Liabilities:                                                            |                    |                   
|Loan payable  Credit Facility                                          | $ 222,200,000      | $ 316,000,000     
|Payable for Fund shares redeemed                                        | 1,449,470          | 486,035           
|Special Distributions payable                                           | -                  | 1,066,441         
|Interest payable for open interest rate swap agreements                 | 132,399            | 83,769            
|Open interest rate swap agreements, at value                            | 7,323,801          | 9,509,218         
|Payable to affiliate for investment advisory and administrative fees    | 394,448            | 448,379           
|Payable to affiliate for servicing fee                                  | 69,391             | 73,715            
|Other accrued expenses:                                                 |                    |                   
|Interest expense                                                        | 52,260             | 48,918            
|Other expenses and liabilities                                          | 597,998            | 609,956           
|Total liabilities                                                       | $ 232,219,767      | $ 328,326,431     
|                                                                       
|Net assets                                                              | $ 609,840,000      | $ 808,881,477     
|                                                                       
|Shareholders capital                                                   | $ 609,840,000      | $ 808,881,477     
|                                                                       
|Shares outstanding (unlimited number of shares authorized)              | 10,176,101         | 10,826,294        
|                                                                       
|Net asset value and redemption price per share                          | $            59.93 | $            74.71



|See notes to unaudited condensed consolidated financial statements
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3

|                                                            |                    |               
|----------------------------------------------------------- | ------------------ | --------------
|BELCREST CAPITAL FUND LLC                                   |                    |               
|Condensed Consolidated Statements of Operations (Unaudited) |                    |               
|                                                           
|                                                            | Three Months Ended
|                                                            | March 31, 2009     | March 31, 2008
|Investment Income:                                          |                    |               
|Dividends allocated from Belvedere Company                  |                    |               
|(net of foreign taxes, $14,999 and $35,414, respectively)   | $ 5,015,106        | $ 8,843,549   
|Interest allocated from Belvedere Company                   | 24,187             | 101,953       
|Security lending income allocated from                      |                    |               
|Belvedere Company, net                                      | -                  | 34,692        
|Expenses allocated from Belvedere Company                   | (1,165,532)        | (2,732,686)   
|Net investment income allocated from Belvedere Company      | $ 3,873,761        | $ 6,247,508   
|Net investment income from Real Estate Joint Ventures       | 4,451,632          | 4,295,108     
|Distributions from Partnership Preference Units             | 1,515,391          | 2,203,234     
|Net investment income from Co-owned Property                | 138,728            | -             
|Interest                                                    | 243                | 1,450         
|Interest allocated from affiliated investment               | 4,584              | 47,315        
|Expenses allocated from affiliated investment               | (3,299)            | (5,474)       
|Total investment income                                     | $ 9,981,040        | $ 12,789,141  
|                                                           
|Expenses:                                                   |                    |               
|Investment advisory and administrative fees                 | $ 1,262,660        | $ 1,911,895   
|Distribution and servicing fees                             | 69,391             | 545,960       
|Interest expense on Credit Facility                         | 538,134            | 5,400,834     
|Custodian and transfer agent fee                            | 14,172             | 21,561        
|Miscellaneous                                               | 96,881             | 261,689       
|Total expenses                                              | $ 1,981,238        | $ 8,141,939   
|Deduct                                                     |                    |               
|Reduction of investment advisory and administrative fees    | -                  | 408,852       
|Net expenses                                                | $ 1,981,238        | $ 7,733,087   
|                                                           
|Net investment income                                       | $ 7,999,802        | $ 5,056,054   



|See notes to unaudited condensed consolidated financial statements
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4

BELCREST CAPITAL FUND LLC

Condensed Consolidated Statements of Operations (Unaudited) (Continued)

|                                                              |  |                    |  |                
|------------------------------------------------------------- |  | ------------------ |  | ---------------
|                                                              |  | Three Months Ended
|                                                              |  | March 31, 2009     |  | March 31, 2008 
|Realized and Unrealized Gain (Loss)                           |  |                    |  |                
|Net realized gain (loss)                                     |  |                    |  |                
|Investment transactions in Belvedere Company                  |  |                    |  |                
|(investments and foreign currency) (identified cost basis)(1) |  | $ (49,979,136)     |  | $ 1,796,148    
|Investment transactions in Partnership Preference Units       |  |                    |  |                
|(identified cost basis)                                       |  | (12,331,006)       |  | (1,889,168)    
|Interest rate swap agreements(2)                              |  | (4,114,570)        |  | (818,434)      
|Net realized loss                                             |  | $ (66,424,712)     |  | $ (911,454)    
|                                                             
|Change in unrealized appreciation (depreciation)             |  |                    |  |                
|Investment in Belvedere Company                               |  |                    |  |                
|(investments and foreign currency) (identified cost basis)    |  | $ (58,240,945)     |  | $ (175,450,440)
|Investment in Partnership Preference Units                    |  |                    |  |                
|(identified cost basis)                                       |  | 9,380,484          |  | (8,427,583)    
|Investment in Real Estate Joint Ventures                      |  | (39,201,635)       |  | (2,434,996)    
|Investment in Co-owned Property                               |  | (1,170,000)        |  | -              
|Interest rate swap agreements                                 |  | 2,185,417          |  | (6,033,552)    
|Net change in unrealized appreciation (depreciation)          |  | $ (87,046,679)     |  | $ (192,346,571)
|                                                             
|Net realized and unrealized loss                              |  | $ (153,471,391)    |  | $ (193,258,025)
|                                                             
|Net decrease in net assets from operations                    |  | $ (145,471,589)    |  | $ (188,201,971)

|(1) | Amounts include realized gain (loss) from redemptions in-kind of $(6,962,678) and $6,724,138, respectively.                              
|--- | -----------------------------------------------------------------------------------------------------------------------------------------
|(2) | Amounts include net interest incurred in connection with interest rate swap agreements of $2,418,271 and $848,247, 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) |                    |                   
|                                                                      
|                                                                       | Three Months Ended | Year Ended        
|                                                                       | March 31, 2009     | December 31, 2008 
|Increase (Decrease) in Net Assets:                                     |                    |                   
|From operations                                                       |                    |                   
|Net investment income                                                  | $        7,999,802 | $      28,406,365 
|Net realized loss from investment transactions, foreign                |                    |                   
|currency transactions and interest rate swap agreements                | (66,424,712)       | (57,972,820)      
|Net change in unrealized appreciation (depreciation) of investments,   |                    |                   
|foreign currency and interest rate swap agreements                     | (87,046,679)       | (666,744,381)     
|Net decrease in net assets from operations                             | $ (145,471,589)    | $ (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                                | (44,385,645)       | (293,939,716)     
|Net decrease in net assets from Fund share transactions                | $ (40,301,756)     | $ (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                                             | $ (199,041,477)    | $ (1,011,576,581) 
|                                                                      
|Net assets:                                                            |                    |                   
|At beginning of period                                                 | $ 808,881,477      | $ 1,820,458,058   
|At end of period                                                       | $ 609,840,000      | $ 808,881,477     



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

6

|                                                                                                |                     |                
|----------------------------------------------------------------------------------------------- | ------------------- | ---------------
|BELCREST CAPITAL FUND LLC                                                                       |                     |                
|Condensed Consolidated Statements of Cash Flows (Unaudited)                                     |                     |                
|                                                                                               
|                                                                                                | Three Months Ended 
|Increase (Decrease) in Cash:                                                                    | March 31, 2009      | March 31, 2008 
|Cash Flows From Operating Activities                                                           |                     |                
|Net decrease in net assets from operations                                                      | $ (145,471,589)     | $ (188,201,971)
|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                                          | (3,873,761)         | (6,247,508)    
|Net investment income from Real Estate Joint Ventures                                           | (4,451,632)         | (4,295,108)    
|Payments from Real Estate Joint Ventures                                                        | 4,055,312           | 2,344,982      
|Net investment income from Co-owned Property                                                    | (138,728)           | -              
|(Increase) decrease in affiliated investment and interest receivable from affiliated investment | (818,483)           | 2,716,667      
|Increase in distributions and interest receivable                                               | -                   | (185,858)      
|Decrease in interest receivable for open interest rate swap agreements                          | -                   | 21,380         
|Decrease in other assets                                                                        | -                   | 179,502        
|Decrease in payable to affiliate for investment advisory and administrative fees                | (53,931)            | (40,219)       
|Decrease in payable to affiliate for servicing fee                                              | (4,324)             | (102,023)      
|Increase in interest payable for open interest rate swap agreements                             | 48,630              | 166,099        
|Decrease in accrued interest and other accrued expenses and liabilities                         | (8,616)             | (122,622)      
|Increases in Partnership Preference Units                                                       | -                   | (4,548)        
|Proceeds from sales of Partnership Preference Units                                             | 22,979,499          | 8,198,440      
|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 agreements                                        | (1,696,299)         | -              
|Net interest incurred on interest rate swap agreements                                          | (2,418,271)         | (848,247)      
|Net realized loss from investment transactions, foreign currency                                |                     |                
|transactions and interest rate swap agreements                                                  | 66,424,712          | 911,454        
|Net change in unrealized (appreciation) depreciation of investments,                            |                     |                
|foreign currency and interest rate swap agreements                                              | 87,046,679          | 192,346,571    
|Net cash flows provided by operating activities                                                 | $ 103,719,198       | $ 18,888,157   
|                                                                                               
|Cash Flows From Financing Activities                                                           |                     |                
|Proceeds from Credit Facility                                                                   | $                 - | $ 2,000,000    
|Repayments of Credit Facility                                                                   | (93,800,000)        | -              
|Payments for Fund shares redeemed                                                               | (225,726)           | (967,242)      
|Distributions paid to Shareholders                                                              | (9,205,776)         | (20,259,588)   
|Payment of Special Distributions                                                                | (1,044,908)         | -              
|Net cash flows used in financing activities                                                     | $ (104,276,410)     | $ (19,226,830) 
|                                                                                               
|Net decrease in cash                                                                            | $ (557,212)         | $ (338,673)    
|                                                                                               
|Cash at beginning of period                                                                     | $ 1,761,897         | $ 2,068,332    
|Cash at end of period                                                                           | $ 1,204,685         | $ 1,729,659    



|See notes to unaudited condensed consolidated financial statements
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7

|                                                                        |  |                      |  |                
|----------------------------------------------------------------------- |  | -------------------- |  | ---------------
|BELCREST CAPITAL FUND LLC                                               |  |                      |  |                
|Condensed Consolidated Statements of Cash Flows (Unaudited) (Continued) |  |                      |  |                
|                                                                       
|                                                                        |  | Three Months Ended  
|                                                                        |  | March 31, 2009       |  | March 31, 2008 
|Supplemental Disclosure and Non-cash Operating and                      |  |                      |  |                
|Financing Activities                                                   |  |                      |  |                
|Interest paid on loan  Credit Facility                                 |  | $      534,792       |  | $   5,474,206  
|Interest paid on interest rate swap agreements, net                     |  | $   2,369,641        |  | $      660,768 
|Reinvestment of distributions paid to Shareholders                      |  | $   4,083,889        |  | $   9,706,988  
|Market value of securities distributed in payment of redemptions        |  | $ 43,196,484         |  | $ 51,251,646   
|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)                              |                    |                  
|                                                             
|                                                              | Three Months Ended | Year Ended       
|                                                              | March 31, 2009     | December 31, 2008
|Net asset value  Beginning of period                         | $ 74.710           | $ 132.810        
|Income (loss) from operations                                 |                    |                  
|Net investment income(1)                                      | $ 0.757            | $ 2.239          
|Net realized and unrealized loss                              | (14.309)           | (58.055)         
|Total loss from operations                                    | $ (13.552)         | $ (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                               | $ 59.930           | $ 74.710         
|Total Return(2)                                               | (18.33)%(3)        | (42.72)%         
|Ratios as a percentage of average net assets                  |                    |                  
|Investment advisory and administrative fees, distribution and |                    |                  
|servicing fees and other operating expenses(4)(5)             | 1.54%(8)           | 1.30%            
|Interest and other borrowing costs(4)(6)                      | 0.32%(8)           | 1.15%            
|Total expenses                                                | 1.86%(8)           | 2.45%            
|Net investment income(6)                                      | 4.71%(8)           | 2.06%            
|Ratios as a percentage of average gross assets(7)             |                    |                  
|Investment advisory and administrative fees, distribution and |                    |                  
|servicing fees and other operating expenses(4)(5)             | 0.76%(8)           | 0.78%            
|Interest and other borrowing costs(4)(6)                      | 0.15%(8)           | 0.70%            
|Total expenses                                                | 0.91%(8)           | 1.48%            
|                                                             
|Net investment income(6)                                      | 2.32%(8)           | 1.24%            
|Supplemental Data                                             |                    |                  
|Net assets, end of period (000s omitted)                     | $ 609,840          | $ 808,881        
|Portfolio turnover of Tax-Managed Growth Portfolio(9)         | 0%(3)              | 1%               

|(1) | Calculated using average shares outstanding.                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(2) | Returns are historical and are calculated by determining the percentage change in net asset value with all distributions reinvested (except for Special Distributions).                                                                                                                                                                                                                                                                                                                                          
|(3) | Not annualized.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|(4) | Includes the expenses of Belcrest Capital Fund LLC (Belcrest Capital) and Belcrest Realty Corporation (Belcrest Realty).                                                                                                                                                                                                                                                                                                                                                                                         
|(5) | Includes Belcrest Capital's share of Belvedere Capital Fund Company LLC's allocated expenses, including those expenses allocated from Tax-Managed Growth Portfolio.                                                                                                                                                                                                                                                                                                                                              
|(6) | 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.                                                                                                                                                                                                                                                                                                                                         
|(7) | 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.
|(8) | Annualized.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|(9) | Excludes the value of portfolio securities contributed or distributed as a result of in-kind shareholder transactions. The portfolio turnover rate of Tax-Managed Growth Portfolio including in-kind contributions and distributions was 0% and 3% for the three months ended March 31, 2009 and the year ended December 31, 2008, respectively.                                                                                                                                                                 



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

9



|BELCREST CAPITAL FUND LLCas of March 31, 2009Notes 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. 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 Recently Issued Accounting Pronouncements

In April 2009, the Financial Accounting Standards Board (FASB) issued a Staff Position (FSP) No. 157-4, Determining Fair Value When the Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions That Are Not Orderly. FSP No. 157-4 provides additional guidance for estimating fair value in accordance with FASB Statement of Financial Accounting Standards (SFAS) No. 157, Fair Value Measurements, when the volume and level of activity for the asset or liability have significantly decreased as well as guidance on identifying circumstances that indicate a transaction is not orderly. FSP No. 157-4 is effective for interim and annual reporting periods ending after June 15, 2009. Management is currently evaluating the impact the adoption of FSP No. 157-4 will have on the Funds financial statement disclosures.

In April 2009, the FASB issued FSP No. FAS 107-1 and APB 28-1, Interim Disclosures about Fair Value of Financial Instruments. This FSP amends FASB SFAS No. 107, Disclosures about Fair Value of Financial Instruments, to require fair value disclosures about financial instruments for interim reporting periods as well as in annual financial statements. This FSP also amends APB Opinion No. 28, Interim Financial Reporting, to require those disclosures in summarized financial information at interim reporting periods. FSP No. 107-1 and APB 28-1 is effective for interim and annual reporting periods ending after June 15, 2009. Management is currently evaluating the impact the adoption of FSP No. 107-1 and APB 28-1 will have on the Funds financial statement disclosures.

10

3 Fair Value Hierarchy

SFAS No. 157, Fair Value Measurements, 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 under SFAS No. 157 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.

In accordance with SFAS No. 157, 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. As required by SFAS No. 157, 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 investment in Belvedere Capital Fund Company LLC (Belvedere Company) and Cash Management Portfolio (Cash Management), an affiliated investment company managed by Boston Management and Research (Boston Management), a subsidiary of Eaton Vance 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 March 31, 2009 and December 31, 2008 represent 23.3% 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 March 31, 2009 and December 31, 2008.

|                                |  |                 |  |                                           |  |                    |  |                            
|------------------------------- |  | --------------- |  | ----------------------------------------- |  | ------------------ |  | ---------------------------
|                                |  |                 |  | Fair Value Measurements at March 31, 2009
|Description                     |  | March 31, 2009  |  | Level 1                                   |  | Level 2            |  | Level 3                    
|Assets                          |  |                 |  |                                           |  |                    |  |                            
|Investment in Belvedere Company |  | $ 642,773,406   |  | $ 642,773,406                             |  | $                - |  | $                         -
|Partnership Preference Units    |  | 48,572,364      |  | -                                         |  | -                  |  | 48,572,364                 
|Real Estate Joint Ventures      |  | 144,440,854     |  | -                                         |  | -                  |  | 144,440,854                
|Co-owned Property               |  | 3,550,262       |  | -                                         |  | -                  |  | 3,550,262                  
|Affiliated Investment           |  | 1,517,996       |  | 1,517,996                                 |  | -                  |  | -                          
|Total                           |  | $ 840,854,882   |  | $ 644,291,402                             |  | $                - |  | $      196,563,480         
|                               
|Liabilities                     |  |                 |  |                                           |  |                    |  |                            
|Interest Rate Swap Agreements   |  | $     7,323,801 |  | $                                         |  | $ 7,323,801        |  | $                         -
|Total                           |  | $     7,323,801 |  | $                   -                     |  | $ 7,323,801        |  | $                        - 

11

|                                |  |                   |  |                                              |  |                   |  |                      
|------------------------------- |  | ----------------- |  | -------------------------------------------- |  | ----------------- |  | ---------------------
|                                |  |                   |  | 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       |  | $                   -



|The following tables present the changes in the Level 3 fair value category for the three months endedMarch 31, 2009 and 2008. The Fund classifies investments as Level 3 within the fair value hierarchywhen there is reliance on at least one significant unobservable input to the fair value measurement.
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|                                        |  |                                         |  |                |  |               |  |               
|--------------------------------------- |  | --------------------------------------- |  | -------------- |  | ------------- |  | --------------
|                                        |  | Level 3 Fair Value Measurements for the |  |               
|                                        |  | Three Months Ended March 31, 2009       |  |               
|                                        |  | Partnership                             |  |                |  |               |  |               
|                                        |  | Preference                              |  | Real Estate    |  | Co-owned      |  |               
|                                        |  | Units                                   |  | Joint Ventures |  | Property      |  | Total         
|Beginning balance as of January 1, 2009 |  | $ 74,502,385                            |  | $ 183,246,169  |  | $ 4,581,534   |  | $ 262,330,088 
|Net realized loss                       |  | (12,331,006)                            |  | -              |  | -             |  | (12,331,006)  
|Net change in unrealized appreciation   |  |                                         |  |                |  |               |  |               
|(depreciation)                          |  | 9,380,484                               |  | (39,201,635)   |  | (1,170,000)   |  | (30,991,151)  
|Net sales                               |  | (22,979,499)                            |  | -              |  | -             |  | (22,979,499)  
|Net investment income(1)                |  | -                                       |  | 4,451,632      |  | 138,728       |  | 4,590,360     
|Other(2)                                |  | -                                       |  | (4,055,312)    |  | -             |  | (4,055,312)   
|Net transfers in and/or out of Level 3  |  | -                                       |  | -              |  | -             |  | -             
|Ending balance as of March 31, 2009     |  | $ 48,572,364                            |  | $ 144,440,854  |  | $ 3,550,262   |  | $ 196,563,480 
|                                       
|Net change in unrealized appreciation   |  |                                         |  |                |  |               |  |               
|(depreciation) from investments still   |  |                                         |  |                |  |               |  |               
|held at March 31, 2009                  |  | $ (3,850,440)                           |  | $ (39,201,635) |  | $ (1,170,000) |  | $ (44,222,075)

12

|                                        |  |                                         |  |                |  |            |  |                |  |             
|--------------------------------------- |  | --------------------------------------- |  | -------------- |  | ---------- |  | -------------- |  | ------------
|                                        |  | Level 3 Fair Value Measurements for the |  |                |  |           
|                                        |  | Three Months Ended March 31, 2008       |  |                |  |           
|                                        |  | Partnership                             |  |                |  |            |  |                |  |             
|                                        |  | Preference                              |  | Real Estate    |  | Other Real |  |                |  |             
|                                        |  | Units                                   |  | Joint Ventures |  | Estate(3)  |  |                |  | Total       
|Beginning balance as of January 1, 2008 |  | $ 156,603,528                           |  | $ 221,163,721  |  | $ 0        |  | $ 377,767,249 
|Net realized loss                       |  | (1,889,168)                             |  | -              |  |            |  | -              |  | (1,889,168) 
|Net change in unrealized appreciation   |  |                                         |  |                |  |            |  |                |  |             
|(depreciation)                          |  | (8,427,583)                             |  | (2,434,996)    |  |            |  | -              |  | (10,862,579)
|Net sales                               |  | (8,193,892)                             |  | -              |  |            |  | -              |  | (8,193,892) 
|Net investment income(1)                |  | -                                       |  | 4,295,108      |  |            |  | -              |  | 4,295,108   
|Other(2)                                |  | -                                       |  | (2,344,982)    |  |            |  | -              |  | (2,344,982) 
|Net transfers in and/or out of Level 3  |  | -                                       |  | -              |  |            |  | -              |  | -           
|Ending balance as of March 31, 2008     |  | $ 138,092,885                           |  | $ 220,678,851  |  | $ 0        |  | $ 358,771,736 
|                                       
|Net change in unrealized appreciation   |  |                                         |  |                |  |            |  |                |  |             
|(depreciation) from investments still   |  |                                         |  |                |  |            |  |                |  |             
|held at March 31, 2008                  |  | $ (9,977,479)                           |  | $ (2,434,996)  |  | $ -        |  | $ (12,412,475)

|(1) | Represents net investment income recorded using the equity method of accounting.    
|--- | ------------------------------------------------------------------------------------
|(2) | Represents distributions of earnings recorded using the equity method of accounting.
|(3) | Represents debt and common equity investments valued at zero.                       

4 Investment Transactions

The following table summarizes the Funds investment transactions, other than short-term investments, for the three months ended March 31, 2009 and 2008.

|                                                      |  |                        |  |                 
|----------------------------------------------------- |  | ---------------------- |  | ----------------
|                                                      |  | Three Months Ended    
|Investment Transactions                               |  | March 31, 2009         |  | March 31, 2008  
|Decreases in investment in Belvedere Company          |  | $ 125,296,484          |  | $ 63,251,646    
|Increases in Partnership Preference Units             |  | $                    - |  | $          4,548
|Decreases in Partnership Preference Units(1)          |  | $   22,979,499         |  | $   8,198,440   
|Decreases in investment in Real Estate Joint Ventures |  | $     4,055,312        |  | $   2,344,982   

|(1) | Decreases in Partnership Preference Units for the three months ended March 31, 2008 represent Partnership Preference Units sold to a real estate investment affiliate of another investment fund advised by Boston Management for which a net realized loss of $1,889,168 was recognized.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

5 Indirect Investment in the Portfolio

The following table summarizes the Funds investment in Tax-Managed Growth Portfolio (the Portfolio) through Belvedere Company for the three months ended March 31, 2009 and 2008, including allocations of income, expenses and net realized and unrealized gains (losses).

13

|                                                                  |  |                    |  |                       
|----------------------------------------------------------------- |  | ------------------ |  | ----------------------
|                                                                  |  | Three Months Ended
|                                                                  |  | March 31, 2009     |  | March 31, 2008        
|Belvedere Companys interest in the Portfolio(1)                  |  | $ 5,834,806,929    |  | $   13,119,762,086    
|The Funds investment in Belvedere Company(2)                     |  | $    642,773,406   |  | $     1,749,099,439   
|Income allocated to Belvedere Company from the Portfolio          |  | $      45,190,187  |  | $          66,760,998 
|Income allocated to the Fund from Belvedere Company               |  | $        5,039,293 |  | $            8,980,194
|Expenses allocated to Belvedere Company from the Portfolio        |  | $        7,918,700 |  | $          15,190,813 
|Expenses allocated to the Fund from Belvedere Company(3)          |  | $        1,165,532 |  | $            2,732,686
|Net realized gain (loss) from investment transactions and foreign |  |                    |  |                       
|currency transactions allocated to Belvedere Company from         |  |                    |  |                       
|the Portfolio                                                     |  | $ (447,147,413)    |  | $          13,284,076 
|Net realized gain (loss) from investment transactions and foreign |  |                    |  |                       
|currency transactions allocated to the Fund from Belvedere        |  |                    |  |                       
|Company                                                           |  | $   (49,979,136)   |  | $            1,796,148
|Net change in unrealized appreciation (depreciation) of           |  |                    |  |                       
|investments and foreign currency allocated to Belvedere           |  |                    |  |                       
|Company from the Portfolio                                        |  | $ (517,095,690)    |  | $  (1,300,661,962)    
|Net change in unrealized appreciation (depreciation) of           |  |                    |  |                       
|investments and foreign currency allocated to the Fund from       |  |                    |  |                       
|Belvedere Company                                                 |  | $   (58,240,945)   |  | $     (175,450,440)   

|(1) | As of March 31, 2009 and 2008, the value of Belvedere Companys interest in the Portfolio represents 71.9% and 74.5% of the Portfolios net assets, respectively.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------
|(2) | As of March 31, 2009 and 2008, the Funds investment in Belvedere Company represents 11.0% and 13.3% of Belvedere Companys net assets, respectively.            
|(3) | Expenses allocated to the Fund from Belvedere Company represent:                                                                                                 

|                                      |  |                    |  |               
|------------------------------------- |  | ------------------ |  | --------------
|                                      |  | Three Months Ended
|                                      |  | March 31, 2009     |  | March 31, 2008
|Expenses allocated from the Portfolio |  | $ 882,225          |  | $ 2,040,684   
|Servicing fee                         |  | $ 271,107          |  | $    676,057  
|Operating expenses                    |  | $   12,200         |  | $      15,945 

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

14

|                                    |  |                           |  |                             |  |                    
|----------------------------------- |  | ------------------------- |  | --------------------------- |  | -------------------
|                                    |  | March 31, 2009            |  | December 31, 2008           |  | March 31, 2008     
|Investments, at value               |  | $ 8,087,018,437           |  | $ 10,576,594,398            |  | $ 17,650,169,693   
|Other assets                        |  | 36,761,571                |  | 30,405,755                  |  | 56,841,937         
|Total assets                        |  | $ 8,123,780,008           |  | $ 10,607,000,153            |  | $ 17,707,011,630   
|Collateral for securities loaned    |  | $                       - |  | $                         - |  | $        94,532,436
|Investment adviser fee payable      |  | 2,936,797                 |  | 3,828,744                   |  | 6,296,266          
|Other liabilities                   |  | 570,111                   |  | 428,353                     |  | 1,254,240          
|Total liabilities                   |  | $        3,506,908        |  | $           4,257,097       |  | $       102,082,942
|Net assets                          |  | $ 8,120,273,100           |  | $ 10,602,743,056            |  | $ 17,604,928,688   
|Total investment income             |  | $      61,684,397         |  | $      362,173,770          |  | $        89,568,864
|Investment adviser fee              |  | $      10,070,295         |  | $        68,300,344         |  | $        19,484,900
|Other expenses                      |  | 578,790                   |  | 2,713,783                   |  | 800,316            
|Total expense reductions            |  | -                         |  | (16)                        |  | (12)               
|Net expenses                        |  | $      10,649,085         |  | $       71,014,111          |  | $       20,285,204 
|Net investment income               |  | $      51,035,312         |  | $     291,159,659           |  | $       69,283,660 
|Net realized gain (loss) from       |  |                           |  |                             |  |                    
|investment transactions and foreign |  |                           |  |                             |  |                    
|currency transactions(1)            |  | (540,653,803)             |  | (57,601,117)                |  | 44,806,471         
|Net change in unrealized            |  |                           |  |                             |  |                    
|appreciation (depreciation) of      |  |                           |  |                             |  |                    
|investments and foreign currency    |  | (754,614,516)             |  | (6,326,916,620)             |  | (1,777,809,047)    
|Net decrease in net assets from     |  |                           |  |                             |  |                    
|operations                          |  | $ (1,244,233,007)         |  | $ (6,093,358,078)           |  | $ (1,663,718,916)  

|(1) | Amounts include net realized gain (loss) from redemptions in-kind of $(63,721,950), $440,338,417 and $90,653,270, respectively.
|--- | -------------------------------------------------------------------------------------------------------------------------------

6 Investment in Real Estate Joint Ventures

At March 31, 2009 and December 31, 2008, Belcrest Realty Corporation (Belcrest Realty), a wholly owned subsidiary of Belcrest Capital, held investments in two real estate joint ventures (Real Estate Joint Ventures), Lafayette Real Estate LLC (Lafayette) and Allagash Property Trust (Allagash). Belcrest Realty held a majority economic interest of 73.7% and 69.9% in Lafayette and 80.8% and 80.6% in Allagash as of March 31, 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.

|                                           |  |                |  |                  
|------------------------------------------ |  | -------------- |  | -----------------
|                                           |  | March 31, 2009 |  | December 31, 2008
|Assets                                     |  |                |  |                  
|Investment in real estate                  |  | $ 749,310,345  |  | $810,946,172     
|Other assets                               |  | 14,876,585     |  | $  16,632,243    
|Total assets                               |  | $ 764,186,930  |  | $827,578,415     
|Liabilities and Shareholders Equity       |  |                |  |                  
|Mortgage notes payable(1)                  |  | $ 563,872,224  |  | $564,076,546     
|Other liabilities                          |  | 9,704,781      |  | $  11,441,135    
|Total liabilities                          |  | $ 573,577,005  |  | $575,517,681     
|Minority interest                          |  | $ 5,381,208    |  | $     9,887,682  
|Shareholders equity                       |  | $ 185,228,717  |  | $242,173,052     
|Total liabilities and shareholders equity |  | $ 764,186,930  |  | $827,578,415     
|                                           |  |                |  |                  

15

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

|                                        |  |                    |  |               
|--------------------------------------- |  | ------------------ |  | --------------
|                                        |  | Three Months Ended
|                                        |  | March 31, 2009     |  | March 31, 2008
|Revenues                                |  | $ 20,408,645       |  | $ 19,902,197  
|Expenses                                |  | 14,377,636         |  | 13,954,767    
|Net investment income before unrealized |  |                    |  |               
|appreciation (depreciation)             |  | $ 6,031,009        |  | $ 5,947,430   
|Change in net unrealized appreciation   |  |                    |  |               
|(depreciation)                          |  | (62,374,541)       |  | (2,754,946)   
|Minority interest                       |  | 4,354,007          |  | (344,140)     
|Net investment income (loss)            |  | $ (51,989,525)     |  | $ 2,848,344   
|                                        |  |                    |  |               

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 amount is positive. The following table summarizes Belcrest Capitals interest rate swap agreements in a liability position.

|                                      |  |                   |  |                     
|------------------------------------- |  | ----------------- |  | --------------------
|Derivatives Not Designated as Hedging |  |                   |  |                     
|Instruments under SFAS No. 133        |  | At March 31, 2009 |  | At December 31, 2008
|Notional amount(1)                    |  | $ 214,835,000     |  | $ 302,088,000       
|Weighted average fixed interest rate  |  | 4.09%             |  | 4.17%               
|Floating rate                         |  | LIBOR + 0.30%     |  | LIBOR + 0.30%       
|Initial optional termination dates(2) |  | 3/2010            |  | 3/2009  3/2010     
|Final termination dates               |  | 6/2010  7/2015   |  | 6/2010  7/2015     
|Fair value                            |  | $ (7,323,801)     |  | $ (9,509,218)       

|(1) | During the three months ended March 31, 2009, certain interest rate swap agreements were terminated for which a loss of $1,696,299 was realized.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------
|(2) | Certain interest rate swap agreements have initial optional termination dates.                                                                  

8 Debt

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 expires on June 25, 2010.

16

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 an 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 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 three months ended March 31, 2009, Belcrest Capital made repayments to decrease the term loan with DKH by an aggregate amount of $93,800,000.

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 March 31, 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.

|                                                                   |                       |                       
|------------------------------------------------------------------ | --------------------- | ----------------------
|The following table summarizes Belcrest Capitals Credit Facility. |                      
|                                                                   | At March 31, 2009     | At December 31, 2008  
|Total amount available under the Credit Facility                   | $ 305,200,000         | $ 359,000,000         
|DKH borrowings outstanding                                         | $ 222,200,000         | $ 316,000,000         
|Merrill Lynch borrowings outstanding                               | $                   - | $                    -

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 three months ended March 31, 2009, the average balance of borrowings under the Credit Facility was approximately $274,500,000 with a weighted average interest rate of 0.78%. 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 its subsidiary, Belcrest Realty. Belcrest Realty invests directly and indirectly in Partnership Preference Units, Real Estate Joint Ventures (Note 6), an interest in Co-owned Property through its subsidiary, Bel Stamford I LLC, and other real estate such as certain debt and common equity investments (for the period in which Belcrest Realty maintained an interest in the debt and common equity investments). The Funds investment income from real estate investments primarily consists of distribution income from

17

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:

|                                |  |                    |  |                  
|------------------------------- |  | ------------------ |  | -----------------
|                                |  | Three Months Ended
|                                |  | March 31, 2009     |  | March 31, 2008   
|Investment income               |  |                    |  |                  
|The Portfolio*                  |  | $       3,873,761  |  | $       6,247,508
|Real Estate                     |  | 6,105,751          |  | 6,498,342        
|Unallocated                     |  | 1,528              |  | 43,291           
|Total investment income         |  | $       9,981,040  |  | $     12,789,141 
|                               
|Net increase (decrease) in net  |  |                    |  |                  
|assets from operations          |  |                    |  |                  
|The Portfolio*                  |  | $ (104,594,821)    |  | $ (167,748,361)  
|Real Estate                     |  | (40,689,599)       |  | (19,699,676)     
|Unallocated(1)                  |  | (187,169)          |  | (753,934)        
|Net decrease in net assets from |  |                    |  |                  
|operations                      |  | $ (145,471,589)    |  | $ (188,201,971)  
|                               
|                                |  | March 31, 2009     |  | December 31, 2008
|Net assets                      |  |                    |  |                  
|The Portfolio*                  |  | $   641,255,439    |  | $   870,757,329  
|Real Estate                     |  | (18,851,825)       |  | (49,070,564)     
|Unallocated(2)                  |  | (12,563,614)       |  | (12,805,288)     
|Net assets                      |  | $   609,840,000    |  | $   808,881,477  

* Belcrest Capital invests indirectly in the Portfolio through Belvedere Company.

18

|(1) | Unallocated amounts pertain to the overall operation of Belcrest Capital and do not pertain to either segment. Included in this amount are primarily distribution and servicing fees and unallocated Credit Facility interest expense as follows:
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|                                    |  |                    |  |                |  | 
|----------------------------------- |  | ------------------ |  | -------------- |  | 
|                                    |  | Three Months Ended |  |               
|                                    |  | March 31, 2009     |  | March 31, 2008
|Distribution and servicing fees     |  | $ 69,391           |  | $ 545,960     
|Interest expense on Credit Facility |  | $ 37,669           |  | $ 162,025     

|(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 March 31, 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 March 31, 2009 and December 31, 2008, such amounts totaled approximately $2,723,000 and $2,462,000, respectively.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   

19

Item2. 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 theSecurities Act of 1933, as amendedand Section 21E of theSecurities 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 ofBelcrest 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sunaudited condensed consolidated financial statements and related notes in Item 1.

MD&A for theQuarterEndedMarch 31, 2009Compared to theQuarterEndedMarch 31, 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 inTax-Managed Growth Portfolio (the Portfolio). The Fund invests in the Portfolio through its interest inBelvedere 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 theCredit Facility (described under "Liquidity and Capital Resources" below).

The Funds total return was-18.33% for the quarter endedMarch 31, 2009. This return reflectsa decreasein the Funds net asset value per share from $74.71to $59.93 and a distribution of $1.23 per shareduring the period. The total return of the S&P 500 Index was-10.98% over the same period. Last year, the Fund had a total return of-10.42%for the quarter ended March 31, 2008. This return reflecteda decreasein the Funds net asset value per share from $132.81to $116.83 and a distribution of $2.20 per shareduring the period. The S&P 500 Index had a total return of-9.44% over the same period.

Performance of the Portfolio.After the worst January in history and a dismal February, the battered equity markets posted their best monthly gains since 2002 in March 2009. Much of the momentum in equities during the period ended March 31, 2009 was spurred by the Federal governments efforts to help banks eliminate illiquid assets and revive credit. The Federal government demonstrated a clear commitment to repair the domestic economy and financial system as roughly two dozen government sponsored programs were announced during the past six months. Additionally, the market appeared to acknowledge some broad-based positives for the economy such as better than anticipated housing numbers, durable goods orders and improved retail sales data.

However, the rally was not enough to prevent stocks from posting their sixth consecutive losing quarter. A rally over the span of three weeks in March faded in the final days of the quarter ended March 31, 2009 as bad news from the automobile industry reminded investors that challenges remain.

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

20

The Portfolio invests on a long-term basis in a broadly diversified portfolio consisting primarily of common stocks of established growth companies. During the period ended March 31, 2009, the Portfolio had a total return of -11.38% compared to its benchmark, the S&P 500 Index, which had a total return of -10.98%. For comparison, the total return of the Portfolio in the first quarter of 2008 was -8.45%, slightly outperforming the S&P 500 Index which had a return of -9.44% during the period.

Nine of the ten economic sectors within the S&P 500 Index registered negative returns during the period and the Portfolios return reflected the broad-based market decline. The Portfolios holdings in the financials and consumer staples sectors held up better than benchmark holdings, but they could not offset relative weakness among areas such as information technology, materials and telecommunication services. In this environment, mid-capitalization stocks outperformed large and small-capitalization stocks, though all three segments posted losses for the period ended March 31, 2009. In contrast to the first quarter of 2008, during the first quarter of 2009, growth outperformed its value counterpart across the market capitalization spectrum. Investors migrated from the traditional value sectors of financials and utilities to the information technology and health care sectors that are more heavily weighted in the growth benchmarks.

The largest positive contributor to the Portfolios performance during the quarter ended March 31, 2009 was solid stock selection in the financials sector. A focus on high quality companies and exposure to the strong performing capital markets industry combined with a minor underweight to the overall sector led to good return comparisons. The ability to identify fundamentally sound companies capable of weathering a prolonged consumer slowdown buoyed comparative performance in the consumer staples sector. In particular, owning a number of the leading global consumer brand companies in the beverages industry worked to the Portfolios benefit.

While the Portfolios information technology holdings were able to generate positive performance during the quarter ended March 31, 2009, they did not keep pace with those of its benchmark. An underweighting to the computer and peripherals industry and weak relative returns in the information technology services industry dampened results. In the materials sector, a lack of significant exposure to a large agricultural chemical company hurt comparative performance and weaker stock selection and an underweighting to the telecommunication services sector served as detractors from relative performance.

Performance of Real Estate Investments.The Funds real estate investments are held through Belcrest Realty Corporation (Belcrest Realty). As of March 31, 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.

During the quarter ended March 31, 2009, Belcrest Realty sold certain of its Partnership Preference Units for approximately $23.0 million (representing sales to the respective issuers of such Partnership Preference Units), recognizing a loss of approximately $12.3 million on the sale transaction. During the quarter ended March 31, 2008, Belcrest Realty sold certain of its Partnership Preference Units for approximately $8.2 million (representing sales to real estate investment affiliates of other investment funds advised by Boston Management and Research (Boston Management)), recognizing a loss of approximately $1.9 million on the sale transactions.

During the quarter ended March 31, 2009, the Funds net investment income from real estate investments was approximately $6.1 million compared to approximately $6.5 million for the quarter ended March 31, 2008, a decrease of $0.4 million or 6%. 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 a decrease in the net investment income of Allagash, partially offset by an increase in the net investment income of Lafayette and the acquisition of Bel Stamford I in June 2008. During the quarter ended March 31, 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 average holdings of Partnership Preference Units during the quarter and decreases in the net investment income of the Real Estate Joint Ventures.

The fair value of the Funds real estate investments was approximately $196.6 million at March 31, 2009 compared to approximately $262.3 million at December 31, 2008, a net decrease of $65.7 million or 25%. This net decrease was principally due to decreases in the fair value of Belcrest Realtys investments in the Real Estate Joint Ventures, fewer

21

Partnership Preference Units held by Belcrest Realty at quarter end, a net decline in the fair value of continuing investments in Partnership Preference Units held at quarter end and a decrease in the fair value of Bel Stamford I.

The Funds real estate investments produced negative returns during the quarter, with decreases in investment values and other factors more than offsetting the net investment income generated during the period. Valuations of the Real Estate Joint Ventures and Co-owned Property decreased during the period due to further widening of capitalization rates and discount rates. 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 uncertainty, caused a significant decrease in transactional activity, and a decline in the valuations of real property investments. These conditions have continued in the second quarter of 2009.  Similarly, the fair values of Partnership Preference Units decreased during the quarter due to continued widening of credit spreads, as the general market for preferred and other fixed income securities weakened substantially as a result of the ongoing financial crisis.

Performance of Interest Rate Swap Agreements.For the quarter ended March 31, 2009, net realized and unrealized losses on the Funds interest rate swap agreements totaled approximately $1.9 million, compared to approximately $6.8 million of net realized and unrealized losses for the quarter ended March 31, 2008. Net realized and unrealized losses on swap agreements for the quarter ended March 31, 2009 consisted of $2.4 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 $2.2 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 $0.5 million due to changes in swap agreement valuations. For the quarter ended March 31, 2008, net realized and unrealized losses on swap agreements consisted of $6.0 million of net unrealized losses due to changes in swap agreement valuations and $0.8 million of periodic net payments made pursuant to outstanding swap agreements. The positive contribution to Fund performance from changes in swap agreement valuation for the quarter ended March 31, 2009 was attributable to a decrease in the remaining term of the agreements. The negative contribution to Fund performance from changes in swap agreement valuations for the quarter ended March 31, 2008 was attributable to a decrease in swap rates during the quarter.

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. (MLMC) (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 a change to the terms of the Credit Facility including to the interest rates and fees paid thereunder.

During the quarter ended March 31, 2009, the Fund made repayments to decrease the DKH credit arrangement by $93.8 million to an aggregate amount of outstanding borrowings of $222.2 million as of March 31, 2009. The Fund used cash proceeds from the redemption of shares of Belvedere Company and the sale of certain Partnership Preference Units to fund the paydown of the DKH credit arrangement.

During the quarter ended March 31, 2009, the Fund amended the MLMC credit arrangement to increase the loan commitment by $40.0 million to an aggregate amount available for borrowing of $83.0 million.

As ofMarch 31, 2009, the Fund had outstanding borrowings of $222.2million and unused loan commitments of $83.0million 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 theone-monthLondon Interbank Offered Rate (LIBOR). Changes in the underlying values of the outstanding interest rate swap agreements are recorded as unrealized appreciation or depreciation. As ofMarch 31, 2009, the accumulated unrealizeddepreciationrelated to the interest rate swap agreements was approximately$7.3 million. As ofDecember 31, 2008, the accumulated unrealizeddepreciationrelated to the interest rate swap agreements was approximately$9.5 million.

22

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 theReal 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 withone-monthLIBOR. 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 withNotes 7 and 8to the Fundsunaudited condensed consolidated financial statements in Item 1.



|Interest Rate SensitivityCost, Principal (Notional) Amountby Contractual Maturity and Callable Datefor theTwelve Months Ended March 31,*
|----------------------------------------------------------------------------------------------------------------------------------------

Fair Value asofMarch 31,2010
     2011
     2012
     2013
     2014
     Thereafter
     Total
     2009Rate sensitive liabilities:Long-term debt:Variable-rate CreditFacility
     $222,200,000
     
     
     
     
     $222,200,000
     $222,200,000Average interest rate
     0.80%
     
     
     
     
     0.80%Rate sensitive derivativefinancial instruments:Pay fixed/receivevariable interest rateswap agreements(1)
     $210,965,000
     
     
     
     $3,870,000
     $214,835,000
     $ (7,323,801)Average pay rate
     4.05%
     
     
     
     6.29%
     4.09%Average receive rate
     0.80%
     
     
     
     0.80%
     0.80%Rate sensitiveinvestments:Fixed-rate PartnershipPreference Units:Essex Portfolio, L.P.,7.875% Series BCumulative RedeemablePreferred Units,Callable 12/31/09,Current Yield: 13.38% $15,209,090
     
     
     
     
     
     $15,209,090
     $8,831,010


23

|                                   |  |             |  |             |  |      |  |      |  |      |  |            |  |             |  |              
|---------------------------------- |  | ----------- |  | ----------- |  | ---- |  | ---- |  | ---- |  | ---------- |  | ----------- |  | -------------
|                                   |  |             |  |             |  |      |  |      |  |      |  |            |  |             |  | Fair Value as
|                                   |  |             |  |             |  |      |  |      |  |      |  |            |  |             |  | ofMarch 31,  
|                                   |  | 2010        |  | 2011        |  | 2012 |  | 2013 |  | 2014 |  | Thereafter |  | Total       |  | 2009         
|                                  
|Liberty Property                   |  |             |  |             |  |      |  |      |  |      |  |            |  |             |  |              
|Limited Partnership,               |  |             |  |             |  |      |  |      |  |      |  |            |  |             |  |              
|7.45% Series B                     |  |             |  |             |  |      |  |      |  |      |  |            |  |             |  |              
|Cumulative Redeemable              |  |             |  |             |  |      |  |      |  |      |  |            |  |             |  |              
|Preferred Units,                   |  |             |  |             |  |      |  |      |  |      |  |            |  |             |  |              
|Callable 8/31/09,                  |  |             |  |             |  |      |  |      |  |      |  |            |  |             |  |              
|Current Yield: 12.70%              |  | $6,250,000  |  |             |  |      |  |      |  |      |  |            |  | $6,250,000  |  | $ 3,667,500  
|                                  
|MHC Operating Limited              |  |             |  |             |  |      |  |      |  |      |  |            |  |             |  |              
|Partnership, 8.0625%               |  |             |  |             |  |      |  |      |  |      |  |            |  |             |  |              
|Series D Cumulative                |  |             |  |             |  |      |  |      |  |      |  |            |  |             |  |              
|Redeemable Perpetual               |  |             |  |             |  |      |  |      |  |      |  |            |  |             |  |              
|Preference Units,                  |  |             |  |             |  |      |  |      |  |      |  |            |  |             |  |              
|Callable 3/24/10,                  |  |             |  |             |  |      |  |      |  |      |  |            |  |             |  |              
|Current Yield: 14.90%              |  | $37,500,000 |  |             |  |      |  |      |  |      |  |            |  | $37,500,000 |  | $20,295,000  
|                                  
|MHC Operating Limited              |  |             |  |             |  |      |  |      |  |      |  |            |  |             |  |              
|Partnership, 7.95%                 |  |             |  |             |  |      |  |      |  |      |  |            |  |             |  |              
|Series F Cumulative                |  |             |  |             |  |      |  |      |  |      |  |            |  |             |  |              
|Redeemable Perpetual               |  |             |  |             |  |      |  |      |  |      |  |            |  |             |  |              
|Preference Units,                  |  |             |  |             |  |      |  |      |  |      |  |            |  |             |  |              
|Callable 6/30/10,                  |  |             |  |             |  |      |  |      |  |      |  |            |  |             |  |              
|Current Yield: 14.90%              |  |             |  | $17,500,000 |  |      |  |      |  |      |  |            |  | $17,500,000 |  | $9,338,000   
|                                  
|Vornado Realty L.P., 7%            |  |             |  |             |  |      |  |      |  |      |  |            |  |             |  |              
|Series D-10 Cumulative             |  |             |  |             |  |      |  |      |  |      |  |            |  |             |  |              
|Redeemable Preferred               |  |             |  |             |  |      |  |      |  |      |  |            |  |             |  |              
|Units,                             |  |             |  |             |  |      |  |      |  |      |  |            |  |             |  |              
|Callable 11/17/08,                 |  |             |  |             |  |      |  |      |  |      |  |            |  |             |  |              
|Current Yield: 13.04%(2)$9,285,371 |  |             |  |             |  |      |  |      |  |      |  | $9,285,371 |  | $ 6,440,854

|*   | The amounts listed reflect the Funds positions as ofMarch 31, 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 throughBel 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.

Item4. 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 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

24

reported, within the time periods specified in theSecurities and Exchange Commissions rules and forms. Based on that evaluation, the Funds Chief Executive Officer and Chief Financial Officer concluded that, as ofMarch 31, 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 endedMarch 31, 2009that have materially affected or are reasonably likely to materially affect the Funds internal control over financial reporting.

25

PART II. OTHER INFORMATION

Item 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 endedDecember 31, 2008in 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 endedDecember 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 endedMarch 31, 2009, the total number of shares redeemed and the average price paid per share were as follows:

|                  |  |                     |  |                   
|----------------- |  | ------------------- |  | ------------------
|                  |  | Total No. of Shares |  | Average Price Paid
|Month Ended       |  | Redeemed(1)         |  | Per Share         
|January 31, 2009  |  | 179,508.397         |  | $70.07            
|February 28, 2009 |  | 200,841.591         |  | $64.11            
|March 31, 2009    |  | 329,917.122         |  | $57.60            
|Total             |  | 710,267.110         |  | $62.06            

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

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 thequarterendedMarch 31, 2009.

Item 5. Other Information.

None.

Item 6. Exhibits.

(a) The following is a list of all exhibits filed as part of this Form10-Q:

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

26

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

(b) Reports on Form 8-K:

None.

27



|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 onMay 11, 2009.

BELCRESTCAPITAL FUND LLC/s/Andrew C. FrenetteAndrew C. FrenetteChief Financial Officer(Duly Authorized Officer andPrincipal Financial Officer)


28

|     |  |                                                                                                      
|---- |  | -----------------------------------------------------------------------------------------------------
|     |  | 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                                                                                    

29