|UNITED STATES
|-------------



|SECURITIES AND EXCHANGE
  COMMISSION
|------------------------------------



|Washington, D.C. 20549
|----------------------



|FORM 10-Q
|---------

|[X]         |  | Quarterly Report Pursuant
      to Section 13 or 15(d) of the Securities Exchange Act of 1934 
|----------- |  | ----------------------------------------------------------------------------------------------
|            |  | For the quarterly period
      endedSeptember 30, 2005                                        
|            |  |                                                                                               
|[ 
       ] |  | Transition Report Pursuant
      to Section 13 or 15(d) of the Securities Exchange Act of 1934
|            |  | For the transition period from                                                                
|            |  | Commission File No.000-30509                                                                  



|Belcrest Capital Fund LLC(Exact name of registrant as
      specified in its charter)
|-------------------------------------------------------------------------------------

Massachusetts
    
    04-3453080(State of organization)
    
    (I.R.S. Employer Identification
      No.)The Eaton Vance Building255 State StreetBoston,
      Massachusetts
    
    02109(Address of principal executive
      offices)
    
    (Zip Code)Registrants telephone
      number:
    
    617-482-8260




|None(Former Name, Former Address and Former Fiscal Year, if
      changed since last report)
|--------------------------------------------------------------------------------------------

Indicate by
check mark whether the registrant (1) has filed all reports required to be filed
by Section 13 or 15(d) of the Securities Exchange Act of 1934 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.

YES
    
    __X__
    
    NO ____


Indicate by
check mark whether the registrant is an accelerated filer (as defined in Rule
12b-2 of the Securities Exchange Act of 1934).

YES
    
    __X__
    
    NO ____


---

|              |  |                             |  | Belcrest Capital Fund
      LLC                                           |  |                                                                             
|------------- |  | --------------------------- |  | ------------------------------------------------------------------------- |  | ----------------------------------------------------------------------------
|              |  |                             |  | Index to Form 10-Q                                                        |  |                                                                             
|PART
      I  |  | FINANCIAL
      INFORMATION |  | Page                                                                     
|Item          |  | 1.                          |  | Financial
      Statements                                                |  |                                                                             
|              |  |                             |  | Condensed Consolidated
      Statements of Assets and Liabilities as of   |  |                                                                             
|              |  |                             |  | September 30, 2005
      (Unaudited) and December 31, 2004                |  | 3                                                                           
|              |  |                             |  | Condensed Consolidated
      Statements of Operations (Unaudited) for the |  |                                                                             
|              |  |                             |  |                                                                           |  | Three Months Ended
      September 30, 2005 and 2004 and for the Nine Months
|              |  |                             |  | Ended September 30, 2005
      and 2004                                   |  | 4                                                                           
|              |  |                             |  | Condensed Consolidated
      Statements of Changes in Net Assets for the  |  |                                                                             
|              |  |                             |  | Nine Months Ended
      September 30, 2005 (Unaudited) and the Year       |  |                                                                             
|              |  |                             |  | Ended December 31,
      2004                                             |  | 6                                                                           
|              |  |                             |  | Condensed Consolidated
      Statements of Cash Flows (Unaudited) for the |  |                                                                             
|              |  |                             |  | Nine Months Ended
      September 30, 2005 and 2004                       |  | 7                                                                           
|              |  |                             |  | Financial Highlights for
      the Nine Months Ended                      |  |                                                                             
|              |  |                             |  | September 30, 2005
      (Unaudited) and the Year Ended December 31, 2004 |  | 9                                                                           
|              |  |                             |  | Notes to Condensed
      Consolidated Financial Statements                |  |                                                                             
|              |  |                             |  | as of September 30, 2005
      (Unaudited)                                |  | 10                                                                          
|Item          |  | 2.                          |  | Managements Discussion
      and Analysis of Financial Condition (MD&A)  |  |                                                                             
|              |  |                             |  | and Results of
      Operations                                           |  | 16                                                                          
|Item          |  | 3.                          |  | Quantitative and
      Qualitative Disclosures About Market Risk          |  | 21                                                                          
|Item          |  | 4.                          |  | Controls and
      Procedures                                             |  | 24                                                                          
|PART
      II |  | OTHER
      INFORMATION     |  |                                                                          
|Item          |  | 1.                          |  | Legal
      Proceedings                                                   |  | 24                                                                          
|Item          |  | 2.                          |  | Unregistered Sales of
      Equity Securities and Use of Proceeds         |  | 25                                                                          
|Item          |  | 3.                          |  | Defaults Upon Senior
      Securities                                     |  | 25                                                                          
|Item          |  | 4.                          |  | Submission of Matters to a
      Vote of Security Holders                 |  | 25                                                                          
|Item          |  | 5.                          |  | Other
      Information                                                   |  | 25                                                                          
|Item          |  | 6.                          |  | Exhibits                                                                  |  | 25                                                                          
|SIGNATURES    |  | 26                         
|EXHIBIT INDEX |  | 27                         

2

---

|PART I. FINANCIAL
      INFORMATION                                        |  |                          |  |                         |  |   |  |              
|-------------------------------------------------------------------------- |  | ------------------------ |  | ----------------------- |  | - |  | -------------
|Item 1. Financial Statements.                                              |  |                          |  |                         |  |   |  |              
|                                                                          
|BELCREST
      CAPITAL FUND LLC                                            |  |                          |  |                         |  |   |  |              
|Condensed Consolidated
      Statements of Assets and Liabilities          |  |                          |  |                         |  |   |  |              
|                                                                          
|                                                                           |  | September 30,
      2005 |  |                         |  |  
|                                                                           |  | (Unaudited)              |  | December 31,
      2004
|                                                                           |  |                          |  |                        
|Assets:                                                                    |  |                          |  |                         |  |   |  |              
|Investment in
      Belvedere Capital Fund Company LLC                     |  |                          |  |                         |  |   |  |              
|(Belvedere Company)                                                        |  | $                        |  | 2,649,671,628           |  | $ |  | 2,789,649,643
|Investment in
      Partnership Preference Units                           |  |                          |  | 388,612,937             |  |   |  | 352,678,635  
|Investment in
      other real estate                                      |  |                          |  | 504,820,091             |  |   |  | 488,726,668  
|Short-term
      investments                                               |  |                          |  | 8,685,566               |  |   |  | 2,445,000    
|                                                                           |  |                          |  |                        
|Total
      investments                                                    |  | $                        |  | 3,551,790,222           |  | $ |  | 3,633,499,946
|Cash                                                                       |  |                          |  | 19,345,170              |  |   |  | 11,111,993   
|Open interest
      rate swap agreements, at value                         |  |                          |  | 12,801,002              |  |   |  | 4,109,074    
|Distributions
      and interest receivable                                |  |                          |  | 2,335,535               |  |   |  | 673,239      
|Other
      assets                                                         |  |                          |  | 11,870,849              |  |   |  | 13,674,618   
|                                                                           |  |                          |  |                        
|Total assets                                                               |  | $                        |  | 3,598,142,778           |  | $ |  | 3,663,068,870
|                                                                           |  |                          |  |                        
|                                                                          
|Liabilities:                                                               |  |                          |  |                         |  |   |  |              
|Loan payable 
      Credit Facility                                       |  | $                        |  | 692,000,000             |  | $ |  | 635,000,000  
|Mortgages
      payable                                                    |  |                          |  | 353,443,712             |  |   |  | 354,406,800  
|Payable to
      affiliate for investment advisory and administrative fees |  |                          |  | 594,418                 |  |   |  | -            
|Payable to
      affiliate for distribution and servicing fees             |  |                          |  | 472,911                 |  |   |  | -            
|Security
      deposits                                                    |  |                          |  | 588,000                 |  |   |  | 480,654      
|Accrued
      expenses:                                                    |  |                          |  |                         |  |   |  |              
|Swap interest expense                                                      |  |                          |  | 56,335                  |  |   |  | 239,451      
|Interest expense                                                           |  |                          |  | 1,995,655               |  |   |  | 1,757,118    
|Property taxes                                                             |  |                          |  | 1,459,048               |  |   |  | 60,524       
|Other expenses and liabilities                                             |  |                          |  | 2,923,639               |  |   |  | 2,941,949    
|Minority
      interests in controlled subsidiaries                        |  |                          |  | 26,533,737              |  |   |  | 27,655,156   
|                                                                           |  |                          |  |                        
|Total
      liabilities                                                    |  | $                        |  | 1,080,067,455           |  | $ |  | 1,022,541,652
|                                                                           |  |                          |  |                        
|                                                                          
|Net assets                                                                 |  | $                        |  | 2,518,075,323           |  | $ |  | 2,640,527,218
|                                                                           |  |                          |  |                        
|                                                                          
|Shareholders
      Capital                                                |  | $                        |  | 2,518,075,323           |  | $ |  | 2,640,527,218
|                                                                           |  |                          |  |                        
|                                                                          
|Shares
      outstanding                                                   |  |                          |  | 22,011,837              |  |   |  | 23,600,748   
|                                                                           |  |                          |  |                        
|                                                                          
|Net asset value and
      redemption price per Share                       |  | $                        |  | 114.40                  |  | $ |  | 111.88       
|                                                                           |  |                          |  |                        

See notes
to unaudited condensed consolidated financial statements

3

---

|BELCREST
      CAPITAL FUND LLC                                   |  |                          |  |                          |  |                    |  |                          |  |                             |  |   |  |             
|----------------------------------------------------------------- |  | ------------------------ |  | ------------------------ |  | ------------------ |  | ------------------------ |  | --------------------------- |  | - |  | ------------
|Condensed Consolidated Statements of Operations
      (Unaudited) |  |                          |  |                          |  |                    |  |                          |  |                             |  |  
|                                                                 
|                                                                  |  | Three Months Ended       |  | Nine Months
      Ended 
|                                                                  |  |                          |  |                         
|                                                                  |  |                          |  |                         
|                                                                  |  | September 30,
      2005 |  | September 30,
      2004 |  | September 30, 2005 |  | September 30,
      2004
|                                                                  |  |                          |  |                          |  |                    |  |                         
|Investment
      Income:                                          |  |                          |  |                          |  |                    |  |                          |  |                             |  |   |  |             
|Dividends allocated from Belvedere Company                        |  |                          |  |                          |  |                    |  |                          |  |                             |  |   |  |             
|(net of foreign taxes of $68,074, $111,922,
      $558,288        |  |                          |  |                          |  |                    |  |                          |  |                             |  |   |  |             
|and $461,053, respectively)                                       |  | $                        |  | 10,369,440               |  | $                  |  | 10,065,081               |  | $ 33,102,944                |  | $ |  | 30,502,038  
|Interest allocated from Belvedere Company                         |  |                          |  | 67,096                   |  |                    |  | 17,108                   |  | 200,941                     |  |   |  | 96,674      
|Expenses allocated from Belvedere Company                         |  |                          |  | (3,979,332)              |  |                    |  | (4,037,716)              |  | (11,914,306)                |  |   |  | (12,420,919)
|                                                                  |  |                          |  |                          |  |                    |  |                         
|Net investment income allocated from                              |  |                          |  |                          |  |                    |  |                          |  |                             |  |   |  |             
|Belvedere Company                                                 |  | $                        |  | 6,457,204                |  | $                  |  | 6,044,473                |  | $ 21,389,579                |  | $ |  | 18,177,793  
|Rental income                                                     |  |                          |  | 11,658,236               |  |                    |  | 25,969,715               |  | 32,254,578                  |  |   |  | 71,866,067  
|Distributions from Partnership Preference Units                   |  |                          |  | 6,906,259                |  |                    |  | 8,266,294                |  | 20,955,076                  |  |   |  | 33,202,201  
|Interest                                                          |  |                          |  | 414,932                  |  |                    |  | 150,672                  |  | 1,024,606                   |  |   |  | 549,395     
|Other income                                                      |  |                          |  | -                        |  |                    |  | -                        |  | 9,478,014                   |  |   |  | -           
|                                                                  |  |                          |  |                          |  |                    |  |                         
|Total investment
      income                                     |  | $                        |  | 25,436,631               |  | $                  |  | 40,431,154               |  | $ 85,101,853                |  | $ |  | 123,795,456 
|                                                                  |  |                          |  |                          |  |                    |  |                         
|                                                                 
|Expenses:                                                         |  |                          |  |                          |  |                    |  |                          |  |                             |  |   |  |             
|Investment advisory and administrative fees                       |  | $                        |  | 2,400,677                |  | $                  |  | 2,753,094                |  | $ 7,038,531                 |  | $ |  | 7,958,666   
|Property management fees                                          |  |                          |  | 256,628                  |  |                    |  | 882,070                  |  | 799,189                     |  |   |  | 2,614,632   
|Distribution and servicing fees                                   |  |                          |  | 900,657                  |  |                    |  | 938,553                  |  | 2,645,596                   |  |   |  | 2,911,268   
|Interest expense on mortgages                                     |  |                          |  | 5,051,988                |  |                    |  | 8,278,467                |  | 15,164,228                  |  |   |  | 26,221,242  
|Interest expense on Credit Facility                               |  |                          |  | 6,761,292                |  |                    |  | 4,171,289                |  | 17,133,348                  |  |   |  | 9,228,113   
|Property and maintenance expenses                                 |  |                          |  | 419,944                  |  |                    |  | 8,422,016                |  | 1,264,781                   |  |   |  | 25,756,658  
|Property taxes and insurance                                      |  |                          |  | 1,381,254                |  |                    |  | 3,827,958                |  | 3,940,608                   |  |   |  | 10,163,715  
|Miscellaneous                                                     |  |                          |  | 1,255,275                |  |                    |  | 1,007,385                |  | 3,043,401                   |  |   |  | 1,706,564   
|                                                                  |  |                          |  |                          |  |                    |  |                         
|Total
      expenses                                              |  | $                        |  | 18,427,715               |  | $                  |  | 30,280,832               |  | $        
       51,029,682 |  | $ |  | 86,560,858  
|Deduct-                                                           |  |                          |  |                          |  |                    |  |                          |  |                             |  |   |  |             
|Reduction of investment advisory                                  |  |                          |  |                          |  |                    |  |                          |  |                             |  |   |  |             
|and administrative fees                                           |  |                          |  | 634,403                  |  |                    |  | 646,293                  |  | 1,877,040                   |  |   |  | 2,001,738   
|                                                                  |  |                          |  |                          |  |                    |  |                         
|Net expenses                                                      |  | $                        |  | 17,793,312               |  | $                  |  | 29,634,539               |  | $        
       49,152,642 |  | $ |  | 84,559,120  
|                                                                  |  |                          |  |                          |  |                    |  |                         
|Net investment income
      before                                |  |                          |  |                          |  |                    |  |                          |  |                             |  |   |  |             
|minority interests in net income of                               |  |                          |  |                          |  |                    |  |                          |  |                             |  |   |  |             
|controlled subsidiaries                                           |  | $                        |  | 7,643,319                |  | $                  |  | 10,796,615               |  | $        
       35,949,211 |  | $ |  | 39,236,336  
|Minority interests in net
      income of                         |  |                          |  |                          |  |                    |  |                          |  |                             |  |   |  |             
|controlled subsidiaries                                           |  |                          |  | (763,507)                |  |                    |  | (795,217)                |  | (2,327,009)                 |  |   |  | (920,014)   
|                                                                  |  |                          |  |                          |  |                    |  |                         
|Net investment
      income                                       |  | $                        |  | 6,879,812                |  | $                  |  | 10,001,398               |  | $        
       33,622,202 |  | $ |  | 38,316,322  
|                                                                  |  |                          |  |                          |  |                    |  |                         



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

4

---

|BELCREST
      CAPITAL FUND LLC                                               |  |                          |  |                          |  |                          |  |                          |  |   |  |             |  |   |  |             
|----------------------------------------------------------------------------- |  | ------------------------ |  | ------------------------ |  | ------------------------ |  | ------------------------ |  | - |  | ----------- |  | - |  | ------------
|Condensed Consolidated Statements of Operations
      (Unaudited) (Continued) |  |                          |  |                          |  |                          |  |                          |  |   |  |            
|                                                                             
|                                                                              |  | Three Months
      Ended |  | Nine Months
      Ended 
|                                                                              |  |                          |  |                         
|                                                                              |  | September 30,
      2005 |  | September 30,
      2004 |  | September 30,
      2005 |  | September 30,
      2004
|                                                                              |  |                          |  |                          |  |                          |  |                         
|Realized and Unrealized
      Gain (Loss)                                     |  |                          |  |                          |  |                          |  |                          |  |   |  |             |  |   |  |             
|Net realized gain (loss)
      -                                              |  |                          |  |                          |  |                          |  |                          |  |   |  |             |  |   |  |             
|Investment transactions, securities sold
      short                          |  |                          |  |                          |  |                          |  |                          |  |   |  |             |  |   |  |             
|and
      foreign currency transactions allocated                             |  |                          |  |                          |  |                          |  |                          |  |   |  |             |  |   |  |             
|from
      Belvedere Company (identified cost basis)                          |  | $                        |  | 8,728,880                |  | $                        |  | (1,240)                  |  | $ |  | 10,459,455  |  | $ |  | 20,885,588  
|Investment transactions in Partnership                                        |  |                          |  |                          |  |                          |  |                          |  |   |  |             |  |   |  |             
|Preference Units (identified cost basis)                                      |  |                          |  | 241,273                  |  |                          |  | (826,892)                |  |   |  | (302,058)   |  |   |  | (1,552,393) 
|Investment transactions in other real estate                                  |  |                          |  |                          |  |                          |  |                          |  |   |  |             |  |   |  |             
|(net of
      minority interests in realized gain (loss) of                   |  |                          |  |                          |  |                          |  |                          |  |   |  |             |  |   |  |             
|controlled subsidiary of $447,889, $0,
      $447,889                         |  |                          |  |                          |  |                          |  |                          |  |   |  |             |  |   |  |             
|and
      $(8,247,434), respectively)                                         |  |                          |  | 2,013,042                |  |                          |  | -                        |  |   |  | 2,013,042   |  |   |  | (14,221,385)
|Interest rate swap agreements (1)                                             |  |                          |  | (1,352,709)              |  |                          |  | (8,587,190)              |  |   |  | (6,231,434) |  |   |  | (18,723,312)
|                                                                              |  |                          |  |                          |  |                          |  |                         
|Net realized gain
      (loss)                                                |  | $                        |  | 9,630,486                |  | $                        |  | (9,415,322)              |  | $ |  | 5,939,005   |  | $ |  | (13,611,502)
|                                                                              |  |                          |  |                          |  |                          |  |                         
|                                                                             
|Change in unrealized
      appreciation (depreciation) -                      |  |                          |  |                          |  |                          |  |                          |  |   |  |             |  |   |  |             
|Investments, securities sold short and
      foreign                          |  |                          |  |                          |  |                          |  |                          |  |   |  |             |  |   |  |             
|currency allocated from Belvedere Company                                     |  |                          |  |                          |  |                          |  |                          |  |   |  |             |  |   |  |             
|(identified cost basis)                                                       |  | $                        |  | 79,303,118               |  | $                        |  | (65,711,201)             |  | $ |  | 16,486,814  |  | $ |  | (4,774,878) 
|Investment in Partnership Preference                                          |  |                          |  |                          |  |                          |  |                          |  |   |  |             |  |   |  |             
|Units (identified cost basis)                                                 |  |                          |  | (5,788,590)              |  |                          |  | 3,906,718                |  |   |  | 6,328,085   |  |   |  | (11,964,562)
|Investment in other real estate (net of
      minority                        |  |                          |  |                          |  |                          |  |                          |  |   |  |             |  |   |  |             
|interests in unrealized appreciation (depreciation)
      of                  |  |                          |  |                          |  |                          |  |                          |  |   |  |             |  |   |  |             
|controlled subsidiaries of $267,399,
      $(1,124,078),                      |  |                          |  |                          |  |                          |  |                          |  |   |  |             |  |   |  |             
|$(1,271,005), and $(10,858,604),
      respectively)                          |  |                          |  | 643,386                  |  |                          |  | 1,866,068                |  |   |  | 20,055,700  |  |   |  | 26,254,291  
|Interest rate swap agreements                                                 |  |                          |  | 8,051,580                |  |                          |  | (8,987,626)              |  |   |  | 8,691,928   |  |   |  | (989,893)   
|                                                                              |  |                          |  |                          |  |                          |  |                         
|Net change in unrealized
      appreciation (depreciation)                    |  | $                        |  | 82,209,494               |  | $                        |  | (68,926,041)             |  | $ |  | 51,562,527  |  | $ |  | 8,524,958   
|                                                                              |  |                          |  |                          |  |                          |  |                         
|                                                                             
|Net realized and
      unrealized gain (loss)                                 |  | $                        |  | 91,839,980               |  | $                        |  | (78,341,363)             |  | $ |  | 57,501,532  |  | $ |  | (5,086,544) 
|                                                                              |  |                          |  |                          |  |                          |  |                         
|                                                                             
|Net increase (decrease) in
      net assets                                   |  |                          |  |                          |  |                          |  |                          |  |   |  |             |  |   |  |             
|from operations                                                               |  | $                        |  | 98,719,792               |  | $                        |  | (68,339,965)             |  | $ |  | 91,123,734  |  | $ |  | 33,229,778  
|                                                                              |  |                          |  |                          |  |                          |  |                         

|(1) | Amounts include periodic payments made in connection with
      interest rate awap agreements of $1,352,709, $4,828,723, $6,231,434 and
      $14,964,845 (Note 4).
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   

See notes
to unaudited condensed consolidated financial statements

5

---

|BELCREST
      CAPITAL FUND LLC                                              |  |                          |  |                         |  |   |  |              
|---------------------------------------------------------------------------- |  | ------------------------ |  | ----------------------- |  | - |  | -------------
|Condensed Consolidated
      Statements of Changes in Net Assets             |  |                          |  |                         |  |   |  |              
|                                                                            
|                                                                             |  | Nine Months              |  |                         |  |  
|                                                                             |  | Ended                    |  |                         |  |  
|                                                                             |  | September 30,
      2005 |  | Year Ended             
|                                                                             |  | (Unaudited)              |  | December 31,
      2004
|                                                                             |  |                          |  |                        
|Increase (Decrease) in Net
      Assets:                                     |  |                          |  |                         |  |   |  |              
|From operations
      -                                                      |  |                          |  |                         |  |   |  |              
|Net investment
      income                                                  |  | $                        |  | 33,622,202              |  | $ |  | 50,429,115   
|Net realized
      gain (loss) from investment transactions, securities sold |  |                          |  |                         |  |   |  |              
|short, foreign currency transactions and interest rate
      swap agreements |  |                          |  | 5,939,005               |  |   |  | (12,458,127) 
|Net change in
      unrealized appreciation (depreciation) of investments,   |  |                          |  |                         |  |   |  |              
|securities sold short, foreign currency and interest rate
      swap         |  |                          |  |                         |  |   |  |              
|agreements                                                                   |  |                          |  | 51,562,527              |  |   |  | 143,673,176  
|                                                                             |  |                          |  |                        
|Net increase in net assets
      from operations                             |  | $                        |  | 91,123,734              |  | $ |  | 181,644,164  
|                                                                             |  |                          |  |                        
|                                                                            
|Transactions in Fund
      Shares -                                          |  |                          |  |                         |  |   |  |              
|Net asset
      value of Fund Shares issued to Shareholders in               |  |                          |  |                         |  |   |  |              
|payment of distributions declared                                            |  | $                        |  | 15,823,106              |  | $ |  | 4,033,847    
|Net asset
      value of Fund Shares redeemed                                |  |                          |  | (190,293,622)           |  |   |  | (264,196,823)
|                                                                             |  |                          |  |                        
|Net decrease in net assets
      from Fund Share transactions                |  | $                        |  | (174,470,516)           |  | $ |  | (260,162,976)
|                                                                             |  |                          |  |                        
|                                                                            
|Distributions
      -                                                        |  |                          |  |                         |  |   |  |              
|Distributions
      to Shareholders                                          |  | $                        |  | (39,105,113)            |  | $ |  | (10,138,562) 
|                                                                             |  |                          |  |                        
|Total
      distributions                                                    |  | $                        |  | (39,105,113)            |  | $ |  | (10,138,562) 
|                                                                             |  |                          |  |                        
|                                                                            
|Net decrease in net
      assets                                             |  | $                        |  | (122,451,895)           |  | $ |  | (88,657,374) 
|                                                                            
|Net assets:                                                                  |  |                          |  |                         |  |   |  |              
|At beginning
      of period                                                 |  | $                        |  | 2,640,527,218           |  | $ |  | 2,729,184,592
|                                                                             |  |                          |  |                        
|At end of
      period                                                       |  | $                        |  | 2,518,075,323           |  | $ |  | 2,640,527,218
|                                                                             |  |                          |  |                        

See notes
to unaudited condensed consolidated financial statements

6

---

|BELCREST
      CAPITAL FUND LLC                                                        |  |                          |  |                          |  |   |  |              
|-------------------------------------------------------------------------------------- |  | ------------------------ |  | ------------------------ |  | - |  | -------------
|Condensed Consolidated
      Statements of Cash Flows (Unaudited)                      |  |                          |  |                          |  |   |  |              
|                                                                                      
|                                                                                       |  | Nine Months Ended       
|                                                                                       |  |                         
|                                                                                       |  | September 30,
      2005 |  | September 30,
      2004
|                                                                                       |  |                          |  |                         
|Cash Flows From (For)
      Operating Activities                                      |  |                          |  |                          |  |   |  |              
|Net increase in net assets
      from operations                                       |  | $                        |  | 91,123,734               |  | $ |  | 33,229,778   
|Adjustments to reconcile
      net increase in net assets from                         |  |                          |  |                          |  |   |  |              
|operations to net cash flows for operating activities
      -                          |  |                          |  |                          |  |   |  |              
|Net investment income allocated from Belvedere
      Company                           |  |                          |  | (21,389,579)             |  |   |  | (18,177,793) 
|Investment loss allocated to minority interest
      shareholder                       |  |                          |  | (738,644)                |  |   |  | -            
|Increase in escrow deposits                                                            |  |                          |  | -                        |  |   |  | (1,223,268)  
|Increase in interest receivable from other real estate
      investments               |  |                          |  | (230,800)                |  |   |  | (213,704)    
|(Increase) decrease in other assets                                                    |  |                          |  | 3,896,650                |  |   |  | (6,545,728)  
|Increase in distributions and interest
      receivable                                |  |                          |  | (1,662,296)              |  |   |  | (440,414)    
|Decrease in interest payable for open swap
      agreements                            |  |                          |  | (183,116)                |  |   |  | (131,288)    
|Increase in payable to affiliate for investment advisory and
      administrative fees |  |                          |  | 594,418                  |  |   |  | -            
|Increase in payable to affiliate for distribution and
      servicing fees             |  |                          |  | 472,911                  |  |   |  | -            
|Increase (decrease) in security deposits, accrued interest
      and accrued           |  |                          |  |                          |  |   |  |              
|other expenses and liabilities                                                         |  |                          |  | (471,136)                |  |   |  | 7,166,310    
|Decrease in due to bank - cash overdraft                                               |  |                          |  | -                        |  |   |  | (6,723,986)  
|Increase (decrease) in accrued property taxes                                          |  |                          |  | 1,398,524                |  |   |  | (2,308,777)  
|Purchases of Partnership Preference Units                                              |  |                          |  | (55,006,611)             |  |   |  | (155,528,262)
|Proceeds from sales of Partnership Preference
      Units                              |  |                          |  | 25,098,336               |  |   |  | 213,400,534  
|Payment for investments in other real estate                                           |  |                          |  | -                        |  |   |  | (419,323,825)
|Proceeds from sale of investment in other real
      estate                            |  |                          |  | 5,214,492                |  |   |  | 28,699,431   
|Improvements to rental property                                                        |  |                          |  | (1,924,370)              |  |   |  | (3,171,723)  
|Decrease in cash due to sale of majority interest in
      controlled subsidiary       |  |                          |  | -                        |  |   |  | (983,616)    
|Interest incurred on interest rate swap
      agreements                               |  |                          |  | (6,231,434)              |  |   |  | (14,964,845) 
|Payment for termination of interest rate swap
      agreements                         |  |                          |  | -                        |  |   |  | (3,758,467)  
|(Increase) decrease in short-term investments                                          |  |                          |  | (6,240,566)              |  |   |  | 46,195,348   
|Minority interests in net income of controlled
      subsidiaries                      |  |                          |  | 2,327,009                |  |   |  | 920,014      
|Net realized (gain) loss from investment transactions,
      securities sold short,    |  |                          |  |                          |  |   |  |              
|foreign currency transactions and interest
      rate swap agreements                  |  |                          |  | (5,939,005)              |  |   |  | 13,611,502   
|Net change in unrealized (appreciation) depreciation of
      investments,             |  |                          |  |                          |  |   |  |              
|securities sold short, foreign currency and
      interest rate swap                   |  |                          |  |                          |  |   |  |              
|agreements                                                                             |  |                          |  | (51,562,527)             |  |   |  | (8,524,958)  
|                                                                                       |  |                          |  |                         
|Net cash flows for
      operating activities                                          |  | $                        |  | (21,454,010)             |  | $ |  | (298,797,737)
|                                                                                       |  |                          |  |                         
|                                                                                      
|Cash Flows From (For)
      Financing Activities                                      |  |                          |  |                          |  |   |  |              
|Proceeds from
      Credit Facility                                                    |  | $                        |  | 57,000,000               |  | $ |  | 468,000,000  
|Repayments of
      Credit Facility                                                    |  |                          |  | -                        |  |   |  | (154,000,000)
|Repayments on
      mortgages                                                          |  |                          |  | (963,088)                |  |   |  | (3,908,672)  
|Issuance of
      real estate joint venture preferred shares                           |  |                          |  | 240,000                  |  |   |  | -            
|Payments for
      Fund Shares redeemed                                                |  |                          |  | (1,979,759)              |  |   |  | (2,243,996)  
|Distributions
      paid to Shareholders                                               |  |                          |  | (23,282,007)             |  |   |  | (6,105,774)  
|Distributions
      paid to minority shareholders                                      |  |                          |  | (1,327,959)              |  |   |  | (16,800)     
|Capital
      contributed to controlled subsidiaries                                   |  |                          |  | -                        |  |   |  | 1,813,252    
|                                                                                       |  |                          |  |                         
|Net cash flows from
      financing activities                                         |  | $                        |  | 29,687,187               |  | $ |  | 303,538,010  
|                                                                                       |  |                          |  |                         
|                                                                                      
|Net increase in
      cash                                                             |  | $                        |  | 8,233,177                |  | $ |  | 4,740,273    
|                                                                                      
|Cash at beginning of
      period                                                      |  | $                        |  | 11,111,993               |  | $ |  | 5,842,185    
|                                                                                       |  |                          |  |                         
|Cash at end of
      period                                                            |  | $                        |  | 19,345,170               |  | $ |  | 10,582,458   
|                                                                                       |  |                          |  |                         

See notes
to unaudited condensed consolidated financial statements

7

---

|BELCREST
      CAPITAL FUND LLC                                               |  |                    |  |                    |  |   |  |            
|----------------------------------------------------------------------------- |  | ------------------ |  | ------------------ |  | - |  | -----------
|Condensed Consolidated
      Statements of Cash Flows (Unaudited) (Continued) |  |                    |  |                    |  |   |  |            
|                                                                             
|                                                                              |  | Nine Months Ended 
|                                                                              |  |                   
|                                                                              |  | September 30, 2005 |  | September 30, 2004
|                                                                              |  |                    |  |                   
|Supplemental Disclosure
      and Non-cash Investing and                      |  |                    |  |                    |  |   |  |            
|Financing Activities
                                                        |  |                    |  |                    |  |   |  |            
|Interest paid on loan  Credit Facility                                       |  | $                  |  | 16,805,084         |  | $ |  | 9,070,993  
|Interest paid on mortgages                                                    |  | $                  |  | 15,055,636         |  | $ |  | 25,856,585 
|Interest paid on swap agreements                                              |  | $                  |  | 6,414,550          |  | $ |  | 15,096,133 
|Market value of securities distributed in payment
      of                    |  |                    |  |                    |  |   |  |            
|redemptions                                                                   |  | $                  |  | 188,313,863        |  | $ |  | 176,328,007
|Market value of real property and other assets,
      net                     |  |                    |  |                    |  |   |  |            
|of current liabilities, assumed in
      conjunction with the                 |  |                    |  |                    |  |   |  |            
|acquisition of other real
      estate                                        |  | $                  |  | -                  |  | $ |  | 524,737,740
|Market value of minority interests assumed in conjunction
      with          |  |                    |  |                    |  |   |  |            
|the acquisition of other real
      estate                                    |  | $                  |  | -                  |  | $ |  | 105,471,385
|Market value of real property and other assets,
      net                     |  |                    |  |                    |  |   |  |            
|of current liabilities, disposed of in
      conjunction with the             |  |                    |  |                    |  |   |  |            
|sale of other real estate                                                     |  | $                  |  | -                  |  | $ |  | 155,855,342
|Mortgage disposed of in conjunction with the sale
      of                    |  |                    |  |                    |  |   |  |            
|other real estate                                                             |  | $                  |  | -                  |  | $ |  | 120,901,649
|Market value of minority interests disposed of in
      conjunction           |  |                    |  |                    |  |   |  |            
|with the sale of other real
      estate                                      |  | $                  |  | -                  |  | $ |  | 7,953,203  
|Non-cash change in working capital of real estate
      investments           |  | $                  |  | 2,092,881          |  | $ |  | -          

See notes
to unaudited condensed consolidated financial statements

8

---

|BELCREST CAPITAL FUND LLC                                                |  |                                                                                                                                                                                    |  |                         |  |       |  |                         |  |          
|------------------------------------------------------------------------ |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----------------------- |  | ----- |  | ----------------------- |  | ---------
|CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
      (Continued)            |  |                                                                                                                                                                                    |  |                         |  |       |  |                         |  |          
|                                                                        
|Financial Highlights                                                     |  |                                                                                                                                                                                    |  |                         |  |       |  |                         |  |          
|                                                                         |  |                                                                                                                                                                                    |  | Nine
      Months Ended |  |       |  |                         |  |          
|                                                                         |  |                                                                                                                                                                                    |  | September 30, 2005      |  |       |  | Year Ended             
|                                                                         |  |                                                                                                                                                                                    |  | (Unaudited)             |  |       |  | December 31,
      2004
|                                                                        
|Net
      asset value  Beginning of period                              |  | $                                                                                                                                                                                  |  | 111.880                 |  |       |  | $                       |  | 104.870  
|                                                                        
|Income (loss) from operations                                            |  |                                                                                                                                                                                    |  |                         |  |       |  |                         |  |          
|                                                                        
|Net
      investment income (1)                                          |  | $                                                                                                                                                                                  |  | 1.481                   |  |       |  | $                       |  | 2.023    
|Net
      realized and unrealized gain                                   |  |                                                                                                                                                                                    |  | 2.699                   |  |       |  |                         |  | 5.377    
|                                                                        
|Total income from operations                                             |  | $                                                                                                                                                                                  |  | 4.180                   |  |       |  | $                       |  | 7.400    
|                                                                        
|Distributions                                                            |  |                                                                                                                                                                                    |  |                         |  |       |  |                         |  |          
|                                                                        
|Distributions to Shareholders                                            |  | $                                                                                                                                                                                  |  | (1.660)                 |  |       |  | $                       |  | (0.390)  
|                                                                        
|Total distributions                                                      |  | $                                                                                                                                                                                  |  | (1.660)                 |  |       |  | $                       |  | (0.390)  
|                                                                        
|Net asset value  End of period                                          |  | $                                                                                                                                                                                  |  | 114.400                 |  |       |  | $                       |  | 111.880  
|                                                                        
|Total Return(2)                                                          |  |                                                                                                                                                                                    |  | 3.84%                   |  |       |  |                         |  | 7.08%    
|                                                                        
|Ratios as a percentage of average net assets
      (3):                  |  |                                                                                                                                                                                    |  |                         |  |       |  |                         |  |          
|                                                                        
|Expenses of Consolidated Real Property
      Subsidiaries                |  |                                                                                                                                                                                    |  |                         |  |       |  |                         |  |          
|                                                                         |  | Interest and other
      borrowing costs (4)                                                                                                                                       |  |                         |  | 0.69% |  | (9)                     |  |          
|                                                                         |  | Operating expenses
      (4)                                                                                                                                                       |  |                         |  | 0.24% |  | (9)                     |  |          
|Belcrest Capital Fund LLC Expenses                                       |  |                                                                                                                                                                                    |  |                         |  |       |  |                         |  |          
|                                                                         |  | Interest and other
      borrowing costs (5)(6)                                                                                                                                    |  |                         |  | 0.91% |  | (9)                     |  |          
|                                                                         |  | Investment advisory and
      administrative fees, distribution and                                                                                                                |  |                         |  |       |  |                         |  |          
|                                                                         |  | servicing fees
      and other Fund operating expenses (5)(7)                                                                                                                      |  |                         |  | 1.15% |  | (9)                     |  |          
|                                                                         |  |                                                                                                                                                                                   
|Total
      expenses                                                     |  |                                                                                                                                                                                    |  | 2.99%                   |  | (9)   |  |                         |  | 4.52%    
|                                                                        
|Net
      investment income                                              |  |                                                                                                                                                                                    |  | 1.79%                   |  | (9)   |  |                         |  | 1.90%    
|                                                                        
|Ratios as a percentage of average gross assets
      (3)(8):             |  |                                                                                                                                                                                    |  |                         |  |       |  |                         |  |          
|                                                                        
|Expenses of Consolidated Real Property
      Subsidiaries                |  |                                                                                                                                                                                    |  |                         |  |       |  |                         |  |          
|                                                                         |  | Interest and other
      borrowing costs (4)                                                                                                                                       |  |                         |  | 0.50% |  | (9)                     |  |          
|                                                                         |  | Operating expenses
      (4)                                                                                                                                                       |  |                         |  | 0.17% |  | (9)                     |  |          
|Belcrest Capital Fund LLC Expenses                                       |  |                                                                                                                                                                                    |  |                         |  |       |  |                         |  |          
|                                                                         |  | Interest and other
      borrowing costs (5)(6)                                                                                                                                    |  |                         |  | 0.66% |  | (9)                     |  |          
|                                                                         |  | Investment advisory and
      administrative fees, distribution and                                                                                                                |  |                         |  |       |  |                         |  |          
|                                                                         |  | servicing fees
      and other Fund operating expenses (5)(7)                                                                                                                      |  |                         |  | 0.83% |  | (9)                     |  |          
|                                                                         |  |                                                                                                                                                                                   
|Total
      expenses                                                     |  |                                                                                                                                                                                    |  | 2.16%                   |  | (9)   |  |                         |  | 3.20%    
|                                                                        
|Net
      investment income                                              |  |                                                                                                                                                                                    |  | 1.29%                   |  | (9)   |  |                         |  | 1.34%    
|                                                                        
|Supplemental Data                                                        |  |                                                                                                                                                                                    |  |                         |  |       |  |                         |  |          
|                                                                        
|Net
      assets, end of period (000s omitted)                          |  | $                                                                                                                                                                                  |  | 2,518,075               |  |       |  | $                       |  | 2,640,527
|Portfolio turnover of Tax-Managed Growth Portfolio (the
      Portfolio) |  |                                                                                                                                                                                    |  | 0.32%                   |  |       |  |                         |  | 3%       
|                                                                        
|(1)                                                                      |  | Calculated
      using average shares outstanding.                                                                                                                                 |  |                         |  |       |  |                         |  |          
|(2)                                                                      |  | Returns are calculated by determining the percentage
      change in net asset value with all distributions reinvested. Total return
      is not computed on an annualized       
|                                                                         |  | basis.                                                                                                                                                                             |  |                         |  |       |  |                         |  |          
|(3)                                                                      |  | For the purpose of calculating ratios, the income and
      expenses of Belcrest Realty Corporation's (Belcrest Realty) controlled
      subsidiaries are reduced by the          
|                                                                         |  | proportionate
      interests therein of investors other than Belcrest Realty.                                                                                                     |  |                         |  |       |  |                         |  |          
|(4)                                                                      |  | Includes
      Belcrest Realty's proportional shares of expenses incurred by its
      controlled subsidiaries.                                                                    |  |                         |  |       |  |                         |  |          
|(5)                                                                      |  | Includes the expenses of Belcrest Capital Fund LLC
      (Belcrest Capital) and Belcrest Realty. Does not include expenses of
      Belcrest Realty's controlled                  
|                                                                         |  | subsidiaries.                                                                                                                                                                      |  |                         |  |       |  |                         |  |          
|(6)                                                                      |  | Ratios do not include interest incurred in connection
      with interest rate swap agreements. Had such amounts been included, ratios
      would be higher.                     
|(7)                                                                      |  | Includes Belcrest Capital's share of Belvedere Capital
      Fund Company LLC's (Belvedere Company) allocated expenses, including those
      expenses allocated from the         
|                                                                         |  | Portfolio.                                                                                                                                                                         |  |                         |  |       |  |                         |  |          
|(8)                                                                      |  | Average gross assets is defined as the average daily
      amount of all assets of Belcrest Capital (not including its investment in
      Belcrest Realty) plus all assets of    
|                                                                         |  | Belcrest Realty minus the sum of each entity's
      liabilities other than the principal amount of money borrowed. For this
      purpose, the assets and liabilities of Belcrest
|                                                                         |  | Realty's controlled subsidiaries are reduced by the
      proportionate interests therein of investors other than Belcrest
      Realty.                                           |  |                         |  |       |  |                        
|(9)                                                                      |  | Annualized.                                                                                                                                                                        |  |                         |  |       |  |                         |  |          
|See notes to unaudited
      condensed consolidated financial statements
|                                                                        
|9                                                                       

---



|BELCREST CAPITAL FUND LLCas of September 30, 2005Notes 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 financial
statements and the notes thereto included in the Funds latest annual report on
Form 10-K. Results for interim periods are not necessarily indicative of those
to be expected for the full fiscal year.

The balance
sheet at December 31, 2004 and the statement of changes in net assets and the
financial highlights for the year then ended have been derived from the December
31, 2004 audited financial statements but do not include all of the information
and footnotes required by GAAP for complete financial statements as permitted by
the instructions to Form 10-Q and Article 10 of Regulation S-X.



|2
      Investment Transactions
|-------------------------------

The
following table summarizes the Funds investment transactions, other than
short-term obligations, for the nine months ended September 30, 2005 and 2004:

|                                                                    |  | Nine Months
      Ended 
|------------------------------------------------------------------- |  | ------------------------
|                                                                    |  |                         
|Investment Transactions                                             |  | September 30,
      2005
|                                                                   
|Decreases in investment in
      Belvedere Capital Fund Company LLC |  | $                       
|Acquisition of other real
      estate (1)                          |  | $                       
|Sale of other real estate
      (2)                                 |  | $                       
|Purchases of Partnership
      Preference Units (3)                 |  | $                       
|Sales of Partnership
      Preference Units (4)                     |  | $                       
|                                                                   

|(1) | On
      June 30, 2004 and August 4, 2004, Belcrest Realty Corporation (Belcrest
      Realty) purchased an indirect investment in real property through a
      controlled subsidiary, Allagash Property Trust (Allagash), for $39,182,672
      and $380,141,153, respectively.                                                                                                                                                                                                                                                      
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(2) | On
      September 30, 2005, Allagash sold a portion of its interest in property
      management contracts pertaining to properties of which the Fund does not
      own a direct or indirect interest for which Belcrest Realty recognized a
      gain of $2,013,042. In February, 2004, Belcrest Realty sold its majority
      interest in Casco Property Trust, LLC (Casco) to another investment fund advised
      by Boston Management and Research (Boston Management), for which a loss of
      $14,221,385 was recognized.
|   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|(3) | Purchases of Partnership Preference Units during the nine
      months ended September 30, 2005 and 2004 include Partnership Preference
      Units purchased from other investment funds advised by Boston
      Management.                                                                                                                                                                                                                                                                                                          
|   
|(4) | Sales of Partnership Preference Units for the nine months
      ended September 30, 2005 and 2004 include Partnership Preference Units sold to other
      investment funds advised by Boston Management for which a gain of $255,918
      and a loss of $3,081,538 were recognized, respectively.                                                                                                                                                                                                                                    
|   

10

---



|3
      Indirect Investment in the Portfolio
|--------------------------------------------

The
following table summarizes the Funds investment in Tax-Managed Growth Portfolio
(the Portfolio) through Belvedere Capital Fund Company LLC (Belvedere Company)
for the nine months ended September 30, 2005 and 2004, including allocations of
income, expenses and net realized and unrealized gains (losses) for the
respective periods then ended:

|                                                                            |  | Nine Months Ended 
|--------------------------------------------------------------------------- |  | ------------------
|                                                                            |  |                   
|                                                                            |  | September 30, 2005
|                                                                           
|Belvedere Companys
      interest in the Portfolio (1)                     |  | $                 
|The Funds investment in
      Belvedere Company (2)                        |  | $                 
|Income allocated to
      Belvedere Company from the Portfolio              |  | $                 
|Income allocated to the
      Fund from Belvedere Company                   |  | $                 
|Expenses allocated to
      Belvedere Company from the Portfolio            |  | $                 
|Expenses allocated to the
      Fund from Belvedere Company                 |  | $                 
|Net realized gain from
      investment transactions, securities sold short |  |                   
|and
      foreign currency transactions allocated to Belvedere Company      |  |                   
|from
      the Portfolio                                                    |  | $                 
|Net realized gain from
      investment transactions, securities sold short |  |                   
|and
      foreign currency transactions allocated to the Fund from          |  |                   
|Belvedere Company                                                           |  | $                 
|Net change in unrealized
      appreciation (depreciation) of investments,  |  |                   
|securities sold short and foreign currency allocated to
      Belvedere     |  |                   
|Company
      from the Portfolio                                            |  | $                 
|Net change in unrealized
      appreciation (depreciation) of investments,  |  |                   
|securities sold short and foreign currency allocated to
      the Fund from |  |                   
|Belvedere Company                                                           |  | $                 
|                                                                           

|(1) | As
      of September 30, 2005 and 2004, the value of Belvedere Companys interest
      in the Portfolio represents 69.3% and 65.9% of the Portfolios net assets,
      respectively.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(2) | As
      of September 30, 2005 and 2004, the Funds investment in Belvedere Company
      represents 20.5% and 22.6% of Belvedere Companys net assets,
      respectively.            
|   

A summary of
the Portfolios Statement of Assets and Liabilities at September 30, 2005,
December 31, 2004 and September 30, 2004 and its operations for the nine months
ended September 30, 2005, for the year ended December 31, 2004 and for the nine
months ended September 30, 2004 follows:

|                                      |  | September 30,
      2005 |  | December 31,
      2004 |  | September 30,
      2004
|------------------------------------- |  | ------------------------ |  | ----------------------- |  | ------------------------
|                                      |  |                         
|Investments, at
      value           |  | $                        |  | 18,678,299,659          |  | $                       
|Other assets                          |  |                          |  | 34,063,419              |  |                         
|                                     
|Total assets                          |  | $                        |  | 18,712,363,078          |  | $                       
|                                     
|Securities sold short, at
      value |  | $                        |  | -                       |  | $                       
|Loan payable - Line of
      Credit   |  |                          |  | -                       |  |                         
|Management fee
      payable          |  |                          |  | 6,726,529               |  |                         
|Other
      liabilities               |  |                          |  | 435,227                 |  |                         
|                                     
|Total
      liabilities               |  | $                        |  | 7,161,756               |  | $                       
|                                     
|Net assets                            |  | $                        |  | 18,705,201,322          |  | $                       
|                                     

11

---

|                                      |  | September 30,
      2005 |  | December 31,
      2004 |  | September 30,
      2004
|------------------------------------- |  | ------------------------ |  | ----------------------- |  | ------------------------
|                                      |  |                         
|Dividends and interest                |  | $                        |  | 233,961,240             |  | $                       
|                                     
|Investment adviser fee                |  | $                        |  | 60,374,997              |  | $                       
|Other expenses                        |  |                          |  | 1,919,988               |  |                         
|Total expense reductions              |  |                          |  | (88,889)                |  |                         
|                                     
|Net expenses                          |  | $                        |  | 62,206,096              |  | $                       
|                                     
|Net investment income                 |  | $                        |  | 171,755,144             |  | $                       
|Net realized gain from                |  |                          |  |                         |  |                         
|investment
      transactions,        |  |                          |  |                         |  |                         
|securities sold short
      and       |  |                          |  |                         |  |                         
|foreign currency
      transactions   |  |                          |  | 74,792,208              |  |                         
|Net change in unrealized              |  |                          |  |                         |  |                         
|appreciation
      (depreciation) of  |  |                          |  |                         |  |                         
|investments, securities
      sold    |  |                          |  |                         |  |                         
|short and foreign
      currency      |  |                          |  | 137,782,375             |  |                         
|                                     
|Net increase in net assets from       |  |                          |  |                         |  |                         
|operations                            |  | $                        |  | 384,329,727             |  | $                       
|                                     
|                                     
|4 Interest Rate Swap
      Agreements |  |                          |  |                         |  |                         

Belcrest
Capital has entered into interest rate swap agreements with Merrill Lynch
Capital Services, Inc. in connection with its real estate investments and the
associated borrowings. Under such agreements, Belcrest Capital has agreed to
make periodic payments at fixed rates in exchange for payments at floating
rates. 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.
Interest rate swap agreements in place at September 30, 2005 and December 31,
2004 are listed below.

|          |  |   |  |          |  |        |  |          |  |             |  |             |  |               |  |              |  | Unrealized
      Appreciation
|--------- |  | - |  | -------- |  | ------ |  | -------- |  | ----------- |  | ----------- |  | ------------- |  | ------------ |  | -----------------------------
|          |  |   |  | Notional |  |        |  |          |  |             |  |             |  | Initial       |  |              |  |                              
|          |  |   |  | Amount   |  |        |  |          |  |             |  |             |  | Optional      |  | Final        |  |                              
|Effective |  |   |  | (000s   |  | Fixed  |  | Floating |  | Termination |  | Termination |  | September 30, |  | December 31,
|Date      |  |   |  | omitted) |  | Rate   |  | Rate     |  | Date        |  | Date        |  | 2005          |  | 2004        
|         
|10/03     |  | $ |  | 128,116  |  | 4.865% |  | LIBOR    |  | +           |  | 0.30%       |  | 07/04         |  | 06/10        |  | $                            
|10/03     |  |   |  | 170,000  |  | 4.795% |  | LIBOR    |  | +           |  | 0.30%       |  | 09/04         |  | 06/10        |  |                              
|10/03     |  |   |  | 63,526   |  | 4.69%  |  | LIBOR    |  | +           |  | 0.30%       |  | 02/05         |  | 06/10        |  |                              
|10/03     |  |   |  | 55,375   |  | 4.665% |  | LIBOR    |  | +           |  | 0.30%       |  | 03/05         |  | 06/10        |  |                              
|10/03     |  |   |  | 80,965   |  | 4.145% |  | LIBOR    |  | +           |  | 0.30%       |  | 03/10         |  | 06/10        |  |                              
|10/03     |  |   |  | 47,253   |  | 4.045% |  | LIBOR    |  | +           |  | 0.30%       |  | -             |  | 06/10        |  |                              
|02/04     |  |   |  | 78,620   |  | 5.00%  |  | LIBOR    |  | +           |  | 0.30%       |  | 08/04         |  | 06/10        |  |                              
|06/10     |  |   |  | 3,870    |  | 6.29%  |  | LIBOR    |  | +           |  | 0.30%       |  | -             |  | 07/15        |  |                              
|         
|Total     |  | $ |  | 627,725  |  |        |  |          |  |             |  |             |  |               |  |              |  | $        
      12,801,002   
|         



|5 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. Separate
from its investment in Belvedere Company, Belcrest Capital invests in real
estate assets through its subsidiary, Belcrest Realty. Belcrest Realty invests
directly and indirectly in Partnership Preference Units, debt and common

12

---

equity
investments in private real estate companies and in real property through
controlled subsidiaries, Bel Santa Ana LLC and Allagash, and formerly invested
in real property through Bel Alliance Properties, LLC and Casco (for the period
during which Belcrest Realty maintained an interest in each of the controlled
subsidiaries).

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 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:

|For the Three
      Months Ended                 |  | Tax
      Managed       |  |              |  | Real   |  |              |  |      
|------------------------------------------------ |  | ----------------------- |  | ------------ |  | ------ |  | ------------ |  | -----
|September 30,
      2005                         |  | Growth
      Portfolio* |  |              |  | Estate |  |              |  | Total
|                                                
|Revenue                                          |  | $                       |  | 6,457,204    |  | $      |  | 18,660,399   |  | $    
|Interest expense on
      mortgages              |  |                         |  | -            |  |        |  | (5,051,988)  |  |      
|Interest expense on Credit
      Facility        |  |                         |  | -            |  |        |  | (6,423,228)  |  |      
|Operating
      expenses                         |  |                         |  | (506,309)    |  |        |  | (4,499,085)  |  |      
|Minority interest in net
      income of         |  |                         |  |              |  |        |  |              |  |      
|controlled
      subsidiaries                    |  |                         |  | -            |  |        |  | (763,507)    |  |      
|                                                
|Net
      investment income                      |  | $                       |  | 5,950,895    |  | $      |  | 1,922,591    |  | $    
|Net realized
      gain                          |  |                         |  | 8,728,880    |  |        |  | 901,606      |  |      
|Net change in unrealized
      appreciation      |  |                         |  |              |  |        |  |              |  |      
|(depreciation)                                   |  |                         |  | 79,303,118   |  |        |  | 2,906,376    |  |      
|                                                
|Net increase
      in net assets from            |  |                         |  |              |  |        |  |              |  |      
|operations of reportable segments                |  | $                       |  | 93,982,893   |  | $      |  | 5,730,573    |  | $    
|                                                
|                                                
|For the Three
      Months Ended                 |  | Tax
      Managed       |  |              |  | Real   |  |              |  |      
|September 30,
      2004                         |  | Growth
      Portfolio* |  |              |  | Estate |  |              |  | Total
|                                                
|Revenue                                          |  | $                       |  | 6,044,473    |  | $      |  | 34,313,218   |  | $    
|Interest expense on
      mortgages              |  |                         |  | -            |  |        |  | (8,278,467)  |  |      
|Interest expense on Credit
      Facility        |  |                         |  | -            |  |        |  | (4,004,437)  |  |      
|Operating
      expenses                         |  |                         |  | (357,834)    |  |        |  | (15,811,213) |  |      
|Minority interest in net
      income of         |  |                         |  |              |  |        |  |              |  |      
|controlled
      subsidiaries                    |  |                         |  | -            |  |        |  | (795,217)    |  |      
|                                                
|Net
      investment income                      |  | $                       |  | 5,686,639    |  | $      |  | 5,423,884    |  | $    
|Net realized
      loss                          |  |                         |  | (1,240)      |  |        |  | (9,414,082)  |  |      
|Net change in unrealized
      appreciation      |  |                         |  |              |  |        |  |              |  |      
|(depreciation)                                   |  |                         |  | (65,711,201) |  |        |  | (3,214,840)  |  |      
|                                                
|Net decrease
      in net assets from operations |  |                         |  |              |  |        |  |              |  |      
|of reportable segments                           |  | $                       |  | (60,025,802) |  | $      |  | (7,205,038)  |  | $    
|                                                

13

---

|For the Nine
      Months Ended                  |  |                         |  | Tax
      Managed |  |        |  | Real         |  |       |  |             
|------------------------------------------------ |  | ----------------------- |  | ----------------- |  | ------ |  | ------------ |  | ----- |  | ------------
|September 30,
      2005                         |  | Growth
      Portfolio* |  |                   |  | Estate |  |              |  | Total
|                                                
|Revenue                                          |  | $                       |  | 21,389,579        |  | $      |  | 63,259,806   |  | $     |  | 84,649,385  
|Interest expense on
      mortgages              |  |                         |  | -                 |  |        |  | (15,164,228) |  |       |  | (15,164,228)
|Interest expense on Credit
      Facility        |  |                         |  | -                 |  |        |  | (16,276,681) |  |       |  | (16,276,681)
|Operating
      expenses                         |  |                         |  | (1,539,012)       |  |        |  | (12,376,966) |  |       |  | (13,915,978)
|Minority interest in net
      income of         |  |                         |  |                   |  |        |  |              |  |       |  |             
|controlled
      subsidiaries                    |  |                         |  | -                 |  |        |  | (2,327,009)  |  |       |  | (2,327,009) 
|                                                
|Net
      investment income                      |  | $                       |  | 19,850,567        |  | $      |  | 17,114,922   |  | $     |  | 36,965,489  
|Net realized gain
      (loss)                   |  |                         |  | 10,459,455        |  |        |  | (4,520,450)  |  |       |  | 5,939,005   
|Net change in unrealized
      appreciation      |  |                         |  |                   |  |        |  |              |  |       |  |             
|(depreciation)                                   |  |                         |  | 16,486,814        |  |        |  | 35,075,713   |  |       |  | 51,562,527  
|                                                
|Net increase
      in net assets from            |  |                         |  |                   |  |        |  |              |  |       |  |             
|operations of reportable segments                |  | $                       |  | 46,796,836        |  | $      |  | 47,670,185   |  | $     |  | 94,467,021  
|                                                
|                                                
|For the Nine
      Months Ended                  |  | Tax
      Managed       |  |                   |  | Real   |  |              |  |      
|September 30,
      2004                         |  | Growth
      Portfolio* |  |                   |  | Estate |  |              |  | Total
|                                                
|Revenue                                          |  | $                       |  | 18,177,793        |  | $      |  | 105,309,119  |  | $     |  | 123,486,912 
|Interest expense on
      mortgages              |  |                         |  | -                 |  |        |  | (26,221,242) |  |       |  | (26,221,242)
|Interest expense on Credit
      Facility        |  |                         |  | -                 |  |        |  | (8,858,988)  |  |       |  | (8,858,988) 
|Operating
      expenses                         |  |                         |  | (1,495,012)       |  |        |  | (44,464,215) |  |       |  | (45,959,227)
|Minority interest in net
      income of         |  |                         |  |                   |  |        |  |              |  |       |  |             
|controlled
      subsidiaries                    |  |                         |  | -                 |  |        |  | (920,014)    |  |       |  | (920,014)   
|                                                
|Net
      investment income                      |  | $                       |  | 16,682,781        |  | $      |  | 24,844,660   |  | $     |  | 41,527,441  
|Net realized gain
      (loss)                   |  |                         |  | 20,885,588        |  |        |  | (34,497,090) |  |       |  | (13,611,502)
|Net change in unrealized
      appreciation      |  |                         |  |                   |  |        |  |              |  |       |  |             
|(depreciation)                                   |  |                         |  | (4,774,878)       |  |        |  | 13,299,836   |  |       |  | 8,524,958   
|                                                
|Net increase
      in net assets from operations |  |                         |  |                   |  |        |  |              |  |       |  |             
|of reportable segments                           |  | $                       |  | 32,793,491        |  | $      |  | 3,647,406    |  | $     |  | 36,440,897  
|                                                

*Belcrest
Capital invests indirectly in Tax-Managed Growth Portfolio through Belvedere
Company.

The
following tables reconcile the reported segment information to the condensed
consolidated financial statements for the periods indicated:

|                                           |  | Three Months
      Ended |  | Nine Months Ended  
|------------------------------------------ |  | ------------------------ |  | -------------------
|                                           |  |                         
|                                           |  | September
      30,      |  | September
      30,
|                                           |  | 2005                     |  | 2004               
|                                           |  |                         
|Revenue:                                   |  |                          |  |                    
|Revenue from
      reportable segments     |  | $                        |  | 25,117,603         
|Unallocated
      amounts:                 |  |                          |  |                    
|Interest earned on cash not
      invested |  |                          |  |                    
|in the Portfolio or in
      subsidiaries  |  |                          |  | 319,028            
|                                           |  |                         
|Total
      revenue                        |  | $                        |  | 25,436,631         
|                                           |  |                         

14

---

|                                                 |  | Three Months
      Ended |  | Nine Months
      Ended
|------------------------------------------------ |  | ------------------------ |  | -----------------------
|                                                 |  |                         
|                                                 |  | September 30,            |  | September 30,          
|                                                 |  | 2005                     |  | 2004                   
|                                                 |  |                         
|Net increase (decrease) in net assets
      from |  |                          |  |                        
|operations:                                      |  |                          |  |                        
|Net increase
      (decrease) in net assets from |  |                          |  |                        
|operations of reportable segments                |  | $                        |  | 99,713,466             
|Unallocated
      investment income:             |  |                          |  |                        
|Interest earned on cash not invested in          |  |                          |  |                        
|the Portfolio or in
      subsidiaries           |  |                          |  | 319,028                
|Unallocated
      expenses (1):                  |  |                          |  |                        
|Distribution and servicing fees                  |  |                          |  | (900,657)              
|Interest expense on Credit Facility              |  |                          |  | (338,064)              
|Audit, tax and legal fees                        |  |                          |  | (52,350)               
|Other operating expenses                         |  |                          |  | (21,631)               
|                                                 |  |                         
|Net increase (decrease)
      in net assets from |  |                          |  |                        
|operations                                       |  | $                        |  | 98,719,792             
|                                                 |  |                         

|(1) | Unallocated expenses represent costs incurred that
      pertain to the overall operation of Belcrest Capital, and do not pertain
      to either operating segment.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   

The
following tables reconcile the reported segment information to the condensed
consolidated financial statements for the periods indicated:

|                                                                                                      |  | Tax-Managed             |  | Real                     |  |                              |  |      
|----------------------------------------------------------------------------------------------------- |  | ----------------------- |  | ------------------------ |  | ---------------------------- |  | -----
|At September 30, 2005                                                                                 |  | Growth
      Portfolio* |  | Estate                   |  | Total                       
|                                                                                                     
|Segment assets                                                                                        |  | $                       |  | 2,649,671,628            |  | $       
      932,861,080   |  | $    
|Segment liabilities                                                                                   |  |                         |  | 172,515                  |  | 1,060,484,501                |  |      
|                                                                                                     
|Net assets (liabilities) of reportable
      segments                                                 |  | $                       |  | 2,649,499,113            |  | $   
      (127,623,421)     |  | $    
|                                                                                                     
|                                                                                                     
|                                                                                                      |  | Tax-Managed             |  | Real                     |  |                              |  |      
|At December 31, 2004                                                                                  |  | Growth
      Portfolio* |  | Estate                   |  |                              |  | Total
|                                                                                                     
|Segment assets                                                                                        |  | $                       |  | 2,789,649,643            |  | $        
       868,971,808 |  | $    
|Segment liabilities                                                                                   |  |                         |  | -                        |  | 1,007,281,655                |  |      
|                                                                                                     
|Net assets (liabilities) of reportable
      segments                                                 |  | $                       |  | 2,789,649,643            |  | $     (138,309,847)          |  | $    
|                                                                                                     
|*Belcrest Capital invests indirectly in Tax-Managed
      Growth Portfolio through Belvedere Company. |  |                         |  |                         
|                                                                                                     
|                                                                                                      |  |                         |  | September 30,
      2005 |  | December 31,
      2004     
|Net assets:                                                                                           |  |                         |  |                          |  |                              |  |      
|Net assets of reportable segments                                                                     |  |                         |  | $                        |  | 2,521,875,692                |  | $    
|Unallocated amounts:                                                                                  |  |                         |  |                          |  |                              |  |      
|Cash (1)                                                                                              |  |                         |  |                          |  | 6,924,504                    |  |      
|Short-term investments (1)                                                                            |  |                         |  |                          |  | 8,685,566                    |  |      
|Loan payable  Credit Facility (2)                                                                    |  |                         |  |                          |  | (18,657,128)                 |  |      
|Payable to affiliate for distribution and
      servicing fees                                        |  | (280,400)               |  |                          |  | -                           
|Other liabilities                                                                                     |  |                         |  |                          |  | (472,911)                    |  |      
|                                                                                                      |  |                        
|Net
      assets                                                                                      |  |                         |  | $                        |  | 2,518,075,323                |  | $    
|                                                                                                      |  |                        

|(1) | Unallocated cash and short-term investments represent
      cash and cash equivalents not invested in the Portfolio or real estate
      assets.                                                                                                                                     
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(2) | Unallocated amount of loan payable  Credit Facility
      represents borrowings not specifically used to fund real estate
      investments. Such borrowings are generally used to pay selling
      commissions, organization expenses and other liquidity needs of the
      Fund.
|   

15

---

Item
2. Managements Discussion and Analysis of Financial Condition (MD&A) and
Results of Operations.

The
information in this report contains forward-looking statements within the
meaning of the federal securities laws. Forward-looking statements typically are
identified by use of terms such as may, will, should, might, expect,
anticipate, estimate, and similar words, although some forward-looking
statements are expressed differently. The actual results of Belcrest Capital
Fund LLC (the Fund) could differ materially from those contained in the
forward-looking statements due to a number of factors. The Fund undertakes no
obligation to update publicly any forward-looking statements, whether as a
result of new information, future events, or otherwise, except as required by
applicable law. Factors that could affect the Funds performance include a
decline in the U.S. stock markets or in general economic conditions, adverse
developments affecting the real estate industry, or fluctuations in interest
rates.

The
following discussion should be read in conjunction with the Funds unaudited
condensed consolidated financial statements and related notes in Item 1
above.

MD&A and Results of Operations for the Quarter Ended September
30, 2005 Compared to the Quarter Ended September 30, 2004

Performance of the Fund.1The 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 widely used as a measure of U.S.
stock market performance. Eaton Vances primary focus in pursuing total return
is on the Funds common stock portfolio, which consists of its indirect interest
in Tax-Managed Growth Portfolio (the Portfolio). The Fund invests in the
Portfolio through its interest in Belvedere Capital Fund Company LLC (Belvedere
Company). 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 a
substantial portion of the borrowing costs under the Credit Facility (described
under "Liquidity and Capital Resources" below) used to acquire equity in its
real estate investments and to mitigate in part the impact of interest rate
changes on the Funds net asset value.

The Funds
total return was 4.04% for the quarter ended September 30, 2005. This return
reflects an increase in the Funds net asset value per share from $109.96 to
$114.40 during the period. The total return of the S&P 500 Index was 3.60%
over the same period. The performance of the Fund exceeded that of the Portfolio
by approximately 0.37% during the period. Last year, the Fund had a total return
performance of -2.48% for the quarter ended September 30, 2004. This return
reflected a decrease in the Funds net asset value per share from $108.42 to
$105.73 during the period. The S&P 500 Index had a total return of -1.87%
over the same period. The performance of the Fund trailed that of the Portfolio
by approximately 0.44% during that period.

Performance of the Portfolio.For the quarter ended September 30, 2005,
the Portfolio had a total return of 3.67%, which compares to the 3.60% total
return of the S&P 500 Index over the same period. During the third quarter
of last year, the Portfolio had a total return of -2.04% and the S&P 500
Index had a total return of -1.87% . Following a lackluster first half, U.S.
equities posted modest gains for the third quarter of 2005. The spike in energy
costs, exacerbated by two catastrophic Gulf Coast hurricanes, began to weigh on
the resilient US consumer. However, an improving job market and continued
strength in capital spending helped keep the economy growing at a healthy pace.
For the period, energy and utility sectors continued to lead the market, while
small- and mid-cap stocks generally outperformed large-cap holdings. Also
notable, technology stocks reversed course and outperformed the
market.

Similar to
last quarter, defensive sectors such as utilities and health care performed the
best, while on average telecommunications and consumer discretionary stocks were
disappointing. Market leading industries included electric utilities, metals and
biotechnology, while diversified consumer services, chemicals, and wireless
telecommunication were among the worst performing industries.

|1 | Total returns are historical and are calculated by
      determining the percentage change in net asset value with all
      distributions reinvested. 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.
      The Portfolios total return for the period reflects the total return of
      another fund that invests in the Portfolio, adjusted for non-Portfolio
      expenses of that fund. Performance is for the stated time period only and
      is not annualized; due to market volatility, the Funds current
      performance may be lower or higher. 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.
|- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| 

16

---

The
Portfolios large-cap growth focus was once again out of favor with the markets
continued preference for value and smaller capitalization stocks. An underweight
of the utilities sector and an overweight of the underperforming consumer
discretionary and industrials sectors also hurt returns. Sub-par performance of
investments within the computers, machinery, and semiconductor industries was
also disappointing.

On the
positive side, continued emphasis of energy stocks and an underweight of the
telecommunication services sector proved beneficial. Investments within
commercial banks, health care services, pharmaceuticals and staples industries
were also positive.

Performance of Real Estate Investments.The Funds real estate
investments are held through Belcrest Realty Corporation (Belcrest Realty). As
of September 30, 2005, real estate investments included an interest in a real
estate joint venture (Real Estate Joint Venture), Allagash Property Trust
(Allagash), a property subject to a long-term lease (Net Leased Property), Bel
Santa Ana LLC (Bel Santa Ana), a portfolio of income-producing preferred equity
securities in real estate operating partnerships (Partnership Preference Units)
(a portion of which is held through a wholly-owned subsidiary of Belcrest
Realty) and certain debt and common equity securities of two private real estate
companies. Allagash owns industrial distribution properties and Bel Santa Ana
owns two suburban office buildings. As of September 30, 2005, the estimated fair
value of the Funds real estate investments represented 24.8% of the Funds
total assets on a consolidated basis. After adjusting for the minority interest
in the Real Estate Joint Venture, the Funds real estate investments represented
32.4% of the Funds net assets as of September 30, 2005.



|During
      the quarter ended September 30, 2005, rental income from real estate
      operations was approximately $11.7 millioncompared to approximately $26.0
      million for the quarter ended September 30, 2004, a decrease of $14.3
      million or 55%.This decrease in rental income was principally due toBelcrest
      Realtys October 2004 sale of all of the properties held by amultifamily Real Estate Joint Venture that provided 76%
      of consolidated rental income for the quarter ended September30, 2004.
      The decline in rental income due to the sale of the multifamily properties
      was offset in part by the rental incomeof Allagash, which was acquired in June
      2004. For the quarter ended September 30, 2005, Allagashs rental income
      wasnegatively affected by a less favorable leasing
      environment than expected.During the quarter ended September 30, 2004,rental
      income decreased due to a decrease in income from the multifamily
      properties owned during that period, offset inpart by income from the industrial
      distribution properties acquired by Allagash on June 30 and August 4,
      2004.Multifamily income decreased primarily due to fewer
      multifamily properties held during the quarter because of the sale ofCasco
      Property Trust, LLC (Casco) in February 2004 and also due to modestly
      lower rental revenue from continuingmultifamily properties as the result of
      reduced apartment rental rates, increased rent concessions and lower
      occupancylevels.
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

During the
quarter ended September 30, 2005, property operating expenses were approximately
$2.1 million compared to approximately $13.1 million for the quarter ended
September 30, 2004, a decrease of $11.0 million or 84% (property operating
expenses are before certain operating expenses of Belcrest Realty of
approximately $2.4 million for the quarter ended September 30, 2005 and $2.7
million for the quarter ended September 30, 2004). The decrease in property
operating expenses was principally due to the October 2004 asset sale referenced
in the preceding paragraph, offset in part by the operating expenses of
Allagash, which was acquired in June 2004. For the quarter ended September 30,
2005, Allagashs property operating expenses were in line with expectations.
Belcrest Realty does not record property operating expenses for Bel Santa Ana,
as such expenses are assumed by the tenant under the terms of the lease
agreement. Property operating expenses for the quarter ended September 30, 2004
decreased approximately 10% due principally to fewer multifamily properties held
during the quarter because of the sale of Casco in February 2004, offset in part
by the expenses of the industrial distribution properties acquired by Allagash
on June 30 and August 4, 2004 and a modest increase in property operating
expenses for continuing multifamily operations.

For many
industrial distribution properties, rent levels are expected to see minimal
growth over the near term. Boston Management and Research (Boston Management)
expects that improvements in industrial distribution property operating
performance will occur over the longer term.

During the
quarter ended September 30, 2005, the Fund saw net unrealized appreciation of
the estimated fair value of its other real estate investments (which includes
Allagash and certain debt and equity securities) of approximately $0.6 million
compared to net unrealized appreciation of approximately $1.9 million during the
quarter ended September 30, 2004. Net unrealized appreciation of approximately
$0.6 million during the quarter ended September 30, 2005 consisted of net
unrealized appreciation in the value of the properties of Allagash, offset by a
slight depreciation in the value of debt and equity investments in the two
private real estate companies.The Funds net unrealized appreciation for the quarter ended
September 30, 2004 included approximately $4.0 million of unrealized
appreciation resulting from an increase in the

17

---

estimated fair value of the Net Leased Property, offset by approximately $2.0 million of unrealized depreciation due to certain legal and transactions costs associated with Allagashs
acquisitions.



| | During the quarter ended September 30, 2005, Belcrest Realty acquired interests in additional Partnership Preference Unitsfor a total of $30.0 million. During the quarter ended September 30, 2005, Belcrest Realty also sold certain of itsPartnership Preference Units for a total of approximately $4.3 million (representing sales to real estate investment affiliatesof other investment funds advised by Boston Management), recognizing a net gain of $0.2 million on the transactions.During the quarter ended September 30, 2005, the Fund saw net unrealized depreciation of the estimated fair value of itsPartnership Preference Units of approximately $5.8 million compared to net unrealized appreciation of approximately$3.9million during the quarter ended September 30, 2004. The net unrealized depreciation of approximately $5.8 millionduring the quarter ended September 30, 2005 consisted of approximately $5.5 million of unrealized depreciation as a resultof decreases in the per unit values of Partnership Preference Units held, due primarily to increasing long-term interest rates,and approximately $0.3 million of unrealized depreciation resulting from the reclassification of previously recordedunrealized appreciation as realized gains due to the sales of Partnership Preference Units during the quarter endedSeptember 30, 2005. The Funds net unrealized appreciation in the third quarter of 2004 consisted of approximately $1.9million of unrealized appreciation resulting from modest increases in per unit values of the Partnership Preference Unitsheld, due principally to low interest rates and tight spreads on real estate securities, and approximately $2.0 million ofunrealized appreciation resulting from the recharacterization of previously recorded unrealized depreciation to realizedlosses due to sales of Partnership Preference Units.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Distributions from Partnership Preference Units for the quarter ended September 30, 2005 totaled approximately $6.9 million compared to approximately $8.3 million for the quarter ended
September 30, 2004, a decrease of $1.4 million or 17%. The decrease was due principally tofewer Partnership Preference Units held on average during the quarter, as well as lower
average distribution rates for the Partnership Preference Units held. The decrease in average distribution rates of Partnership Preference Units was primarily due to the restructuring of certain Partnership Preference Units (reflecting lower market
rates for preferred securities) as they neared their potential call dates.Distributions from Partnership Preference Units decreased for the quarter ended September 30, 2004 due to fewer
Partnership Preference Units held on average, as well as lower average distribution rates for the Partnership Preference Units held during the quarter.

Performance of Interest Rate Swap Agreements.For the quarter ended September 30, 2005, net realized and unrealized
gains on the Funds interest rate swap agreements totaled approximately $6.7 million, compared to net realized and unrealized losses of approximately $17.6 million for the quarter ended September 30, 2004. Net realized and unrealized
gains on swap agreements for the quarter ended September 30, 2005 consisted of $8.1 million of unrealized appreciation due to changes in swap agreement valuations offset in part by $1.4 million of periodic payments made pursuant to
outstanding swap agreements (and classified as net realized losses on interest rate swap agreements). For the quarter ended September 30, 2004, net realized and unrealized losses on swap agreements consisted of unrealized depreciation of $9.0
million on swap agreement valuation changes, $4.8 million of swap agreement periodic payments and $3.8 million of realized losses on swap terminations. The positive contribution for the quarter ended September 30, 2005 from changes in swap
valuations was attributable to an increase in swap rates during the period for swaps with maturities comparable to those of the Funds swaps. The negative impact on Fund performance for the quarter ended September 30, 2004 from changes in swap
agreement valuations was attributable to a decrease in swap rates during the period.

MD&A and Results of Operations for the Nine Months Ended September 30, 2005 Compared to the Nine Months Ended September 30, 2004

Performance of the Fund.The Funds total return was 3.84% for the nine months ended September 30, 2005. This
return reflects an increase in the Funds net asset value per share from $111.88 to $114.40 and a distribution of $1.66 per shre during the period. The S&P 500 Index had a total return of 2.77% over the same period. The
performance of the Fund exceeded that of the Portfolio by approximately 1.72% during the period. Last year, the Fund had a total return performance of 1.20% for the nine months ended September 30, 2004. This return reflected an increase in the
Funds net asset value per share from $104.87 to $105.73 and a distribution of $0.39 per share during the period. The S&P 500 Index had a total return of 1.51% over the same period. The performance of the Fund trailed that of
the Portfolio by 0.13% during that period.

Performance of the Portfolio.For the nine months ended September 30, 2005, the Portfolio had a total return of 2.12%,
which compares to the 2.77% total return of the S&P 500 Index over the same period. During the first nine months of last year, the Portfolio had a total return of 1.33% and the S&P 500 Index had a total return of 1.51% . Although consumer
and business spending and corporate earnings growth remained healthy during the first nine months of 2005, investor concerns

18

---

about rising
interest rates, a mounting trade deficit and record oil prices held back stock
market performance. Equity market leadership for the first nine months of 2005
can be characterized as commodity-driven, as well as defensive and interest rate
sensitive. Higher yielding stocks generally outperformed more aggressive stocks,
and small- and mid-cap stocks generally outperformed large-cap stocks. Energy,
utilities and health care were the strongest performing sectors, while
telecommunications, consumer discretionary, and materials were the worst
perfomers during the period.



|The
      Portfolios sector allocation at September 30, 2005 remained comparable to
      that as of September 30, 2004, with aslight increase to the consumer staples,
      health care, and energy sectors and a slight decrease to the information
      technologyand financials sectors. During the nine months ended
      September 30, 2005, the Portfolios large-cap growth focus was onceagain out
      of favor with the markets continued preference for value and smaller
      capitalization stocks. An underweight ofthe utilities sector and an
      overweight of the consumer discretionary and financials during the period
      was also negative, aswere investments within the lagging industrials multi-line
      retail and insurance industries.
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

On the
positive side, an overweight position in the energy sector helped the
Portfolios performance, as investments within oil and gas exploration, storage
and transportation companies advanced on record oil prices. The Portfolios
underweight of the information technology and materials sectors was also
helpful, as electronic equipment, software and chemical industries declined
during the first nine months of 2005. The Portfolio also benefited from
investments within diversified telecommunication, mortgage-thrift and media
industries.

Performance of Real Estate Investments.During the nine months ended
September 30, 2005, rental income from real estate operations was approximately
$32.3 million compared to approximately $71.9 million for the nine months ended
September 30, 2004, a decrease of $39.6 million or 55%. This decrease in rental
income from real estate operations was principally due to Belcrest Realtys
February 2004 sale of a multifamily Real Estate Joint Venture that provided 5%
of consolidated rental income for the nine months ended September 30, 2004,
and its October 2004 sale of all of the properties held by another multifamily
Real Estate Joint Venture that provided 83% of consolidated net rental income
for the nine months ended September 30, 2004. The decline in rental income due
to the sales described in the preceding sentence was offset in part by the
rental income of Allagash, which was acquired in 2004. For the nine months ended
September 30, 2005, Allagashs rental income was negatively affected by a less
favorable leasing environment than expected. For the nine months ended September
30, 2004 rental income from real estate operations decreased due to a decrease
in income from the multifamily properties owned during that period, offset in
part by income from the industrial distribution properties acquired by Allagash
on June 30 and August 4, 2004. Multifamily income decreased primarily due to
fewer multifamily properties held during the period because of the sale of Casco
in February 2004 and also due to modestly lower rental revenue for continuing
multifamily properties as the result of reduced apartment rental rates,
increased rent concessions and lower occupancy levels.

During the
nine months ended September 30, 2005, property operating expenses were
approximately $6.0 million compared to approximately $38.6 million for the nine
months ended September 30, 2004, a decrease of $32.6 million or 84% (property
operating expenses are before certain operating expenses of Belcrest Realty of
approximately $6.4 million for the nine months ended September 30, 2005 and $5.9
million for the nine months ended September 30, 2004). This decrease in property
operating expenses was principally due to the 2004 asset sales referenced in the
preceding paragraph, offset in part by the operating expenses of Allagash, which
was acquired in June 2004. For the nine months ended September 30, 2005,
Allagashs property operating expense were in line with expectations. Belcrest
Realty does not record property operating expenses for Bel Santa Ana, as such
expenses are assumed by the tenant under the terms of the lease agreement. For
the nine months ended September 30, 2004, property operating expenses decreased
principally due to fewer multifamily properties held during the period because
of the sale of Casco in February 2004, offset in part by the expenses of the
industrial distribution properties acquired by Allagash on June 30 and August 4,
2004, and a modest increase in property operation expenses for continuing
multifamily operations.

The
estimated fair value of the real properties indirectly held through Belcrest
Realty was approximately $499.4 million at September 30, 2005 compared to
approximately $477.9 million at December 31, 2004, an increase of $21.5 million
or 5%. This net increase in the estimated fair value of the real properties for
the nine months ended September 30, 2005 was principally due to modest increases
in the net values of properties held by Allagash and the office properties held
by Bel Santa Ana.Despite weak market conditions over the past several years,
property values have remained stable or increased modestly as lower near-term
property earnings expectations have generally been offset by lower
capitalization and discount rates applied in valuing the properties.

During the
nine months ended September 30, 2005, the Fund saw net unrealized appreciation
in the estimated fair value of its other real estate investments (which includes
Allagash, Bel Santa Ana and certain debt and equity securities) of

19

---

approximately $20.1 million compared to approximately $26.3 million
of net unrealized appreciation for the nine months ended September 30, 2004, a
decrease of $6.2 million. Net unrealized appreciation of $20.1 million during
the nine months ended September 30, 2005 was due to increases in the estimated
fair values of properties owned by Allagash and the office properties held by
Bel Santa Ana, offset in part by a slight decrease in the value of equity
investments in other real estate. The Funds net unrealized appreciation in the
estimated fair value of its other real estate investments for the nine months
ended September 30, 2004 included unrealized appreciation of approximately $9.2
million in the value of Belcrest Realtys interest in a multifamily Real Estate
Joint Venture as a result of the agreement to sell its real estate assets,
approximately $15.0 million due to the recharacterization of previously recorded
unrealized depreciation to realized loses due to the February 2004 sale of a
second multifamily Real Estate Joint Venture and approximately $4.0 million due
to a modest increase in the estimated property value of Bel Santa Ana, offset in
part by approximately $2.0 million of unrealized depreciation due to certain
legal and transaction costs associated with Allagashs acquisitions.

During the
nine months ended September 30, 2005, Belcrest Realty sold (or experienced
scheduled redemptions of) certain of its Partnership Preference Units totaling
$25.1 million (including sales to the real estate investment affiliates of other
investment funds advised by Boston Management), recognizing losses of
approximately $0.3 million on the transactions. During the nine months ended
September 30, 2005, Belcrest Realty also acquired interests in additional
Partnership Preference Units (including acquisitions from real estate investment
affiliates of other investment funds advised by Boston Management) for a total
of approximately $55.0 million. At September 30, 2005, the estimated fair value
of Belcrest Realtys Partnership Preference Units totaled approximately $388.6
million compared to approximately $352.7 million at December 31, 2004, an
increase of $35.9 million or 10%. This net increase in the estimated fair value
of Belcrest Realtys Partnership Preference Units for the nine months ended
September 30, 2005 was principally due to more Partnership Preference Units held
and increases in the average per unit values of the Partnership Preference
Units. Prior to the third quarter of 2005, estimated fair values for Partnership
Preference Units had been positively affected by low long-term interest rates
and by tight spreads for credit-sensitive income securities, including real
estate-related securities. As discussed above, per unit values decreased during
the quarter ended September 30, 2005 as a result of an increase in long-term
interest rates.

The Fund saw
net unrealized appreciation in the estimated fair value of its Partnership
Preference Units of approximately $6.3 million during the nine months ended
September 30, 2005 compared to net unrealized depreciation of approximately
$12.0 million for the nine months ended September 30, 2004. The unrealized
appreciation of approximately $6.3 million during the nine months ended
September 30, 2005 consisted of approximately $5.9 million of unrealized
appreciation as a result of increases in average per unit values of the
Partnership Preference Units held and approximately $0.4 million of unrealized
appreciation resulting from the recharacterization of previously recorded
unrealized depreciation as realized losses due to the sales of Partnership
Preference Units during the nine months ended September 30, 2005. The Funds
unrealized depreciation for the first nine months of 2004 consisted of
approximately $12.3 million of unrealized depreciation as a result of decreases
in average per unit values of the Partnership Preference Units held and
approximately $0.3 million of unrealized appreciation resulting from the
recharacterization of previously recorded unrealized depreciation to realized
losses due to sales of Partnership Preference Units during the nine months ended
September 30, 2004.

Distributions from Partnership Preference Units for the nine months
ended September 30, 2005 totaled approximately $21.0 million compared to
approximately $33.2 million for the nine months ended September 30, 2004, a
decrease of $12.2 million or 37%. The decrease in the distributions from
Partnership Preference Units for the nine months ended September 30, 2005 was
principally due to fewer Partnership Preference Units held on average and lower
average distribution rates. The decrease in average distribution rates of
Partnership Preference Units was primarily due to the restructuring of certain
Partnership Preference Units (reflecting lower market rates for preferred
securities) as they neared their potential call dates. During the nine months
ended September 30, 2005, the Fund also received a special distribution of
approximately $9.5 million from its investment in two private real estate
companies. The distribution resulted from a recapitalization of the issuers.
Distributions from Partnership Preference Units decreased during the first nine
months of 2004 due to fewer Partnership Preference Units held on average and
lower average distribution rates for the Partnership Preference Units held,
partially offset by a one-time special distribution from one issuer made in
connection with a restructuring of its Partnership Preference Units during the
period.

Performance of Interest Rate Swap Agreements.For the nine months ended
September 30, 2005 net realized and unrealized gains on the Funds interest rate
swap agreements totaled approximately $2.5 million, compared to net realized and
unrealized losses of approximately $19.7 million for the nine months ended
September 30, 2004. Net realized and unrealized gains on swap agreements for the
nine months ended September 30, 2005 consisted of $8.7 million of unrealized
appreciation due to changes in swap agreement valuations offset in part by $6.2
million of periodic payments made

20

---

pursuant to
outstanding swap agreements (and classified as net realized losses on interest
rate swap agreements). For the nine months ended September 30, 2004, net
realized and unrealized losses on swap agreements consisted of $1.0 million of
unrealized depreciation due to changes in swap agreement valuations, $14.9
million of swap agreement periodic payments and realized losses on termination
of swap agreements of $3.8 million. The positive contribution to Fund
performance for the nine months ended September 30, 2005 from changes in swap
agreement valuations was attributable to an increase in swap rates during the
period for swaps with maturities comparable to those of the Funds swaps. The
negative impact on Fund performance for the nine months ended September 30, 2004
was attributable to a decline in swap rates during the period.



|Liquidity and Capital
  Resources.
|----------------------------------

Outstanding Borrowings.The Fund has entered into credit arrangements with
DrKW Holdings, Inc. and Merrill Lynch Mortgage Capital, Inc. (collectively, the
Credit Facility) primarily to finance the Funds real estate investments and
will continue to use the Credit Facility for such purpose in the future. The
Credit Facility may also be used for other purposes, including any liquidity
needs of the Fund. In the future, the Fund may increase the size of the Credit
Facility (subject to lender consent) and the amount of outstanding borrowings
thereunder. As of September 30, 2005, the Fund had outstanding borrowings of
$692.0 million and $81.0 million of unused loan commitments under the Credit
Facility.

The Fund has
entered into interest rate swap agreements with respect to a substantial portion
of its real estate investments and associated borrowings. Pursuant to these
agreements, the Fund makes periodic payments to the counterparty at
predetermined fixed rates in exchange for floating-rate payments that fluctuate
with one-month LIBOR. During the terms of the outstanding interest rate swap
agreements, changes in the underlying values of the agreements are recorded as
unrealized appreciation or depreciation. As of September 30, 2005, the
unrealized appreciation related to the interest rate swap agreements was
approximately $12.8 million. As of December 31, 2004, the unrealized
appreciation related to the interest rate swap agreements was approximately $4.1
million.

Item
3. Quantitative and Qualitative Disclosures About Market
Risk.

Interest Rate Risk.The Funds primary exposure to interest rate risk
arises from its real estate investments that are financed by the Fund with
floating rate borrowings under the Credit Facility and by fixed-rate secured
mortgage debt obligations of the Real Estate Joint Venture and Net Leased
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 used to acquire equity in real estate
investments and to mitigate in part the impact of interest rate changes on the
Funds net asset value. Under the terms of the interest rate swap agreements,
the Fund makes cash payments at fixed rates in exchange for floating rate
payments that fluctuate with one-month LIBOR. The Funds interest rate swap
agreements will generally increase in value when interest rates rise and
decrease in value when interest rates fall. In the future, the Fund may use
other interest rate hedging arrangements (such as caps, floors and collars) to
fix or limit borrowing costs. The use of interest rate hedging arrangements is a
specialized activity that can expose the Fund to significant loss.

The
following table summarizes the contractual maturities and weighted-average
interest rates associated with the Funds significant non-trading financial
instruments. The Fund has no market risk sensitive instruments held for trading
purposes. This information should be read in conjunction with Note 4 to the
Funds unaudited condensed consolidated financial statements in Item 1
above.

21

---

|Interest Rate Sensitivity                 
|------------------------------------------
|Cost, Principal (Notional) Amount         
|by Contractual Maturity and Callable Date 
|for the Twelve Months Ended September 30,*
|                                          
|                                          
|                                          
|                                          
|                                          
|                                          
|                                          
|                                          
|Rate sensitive liabilities:               
|                                          
|                                          
|Long-term debt:                           
|                                          
|                                          
|Fixed-rate mortgages                      
|                                          
|Average interest rate                     
|                                          
|                                          
|Variable-rate Credit                      
|Facility                                  
|                                          
|Average interest rate                     
|                                          
|                                          
|Rate sensitive derivative                 
|financial instruments:                    
|                                          
|                                          
|Pay fixed/receive variable                
|interest rate swap                        
|agreements                                
|                                          
|Average pay rate                          
|                                          
|Average receive rate                      
|                                          
|                                          
|Rate sensitive                            
|investments:                              
|                                          
|                                          
|Fixed-rate Partnership                    
|Preference Units:                         
|                                          
|                                          
|Camden Operating, L.P.,                   
|7% Series B Cumulative                    
|Redeemable Perpetual                      
|Preferred Units, Callable                 
|12/2/08, Current Yield:                   
|7.21%                                     
|                                          
|Colonial Realty Limited                   
|Partnership, 7.25% Series                 
|B Cumulative                              
|Redeemable Perpetual                      
|Preferred Units, Callable                 
|8/24/09, Current Yield:                   
|7.37%                                     
|                                          
|Essex Portfolio, L.P.,                    
|7.875% Series B                           
|Cumulative Redeemable                     
|Preferred Units, Callable                 
|12/31/09, Current Yield:                  
|7.68%                                     

22

---

|                          |  |             |  |       |  |             |  |             |  |            |  |             |  | Estimated    
|------------------------- |  | ----------- |  | ----- |  | ----------- |  | ----------- |  | ---------- |  | ----------- |  | -------------
|                          |  |             |  |       |  |             |  |             |  |            |  |             |  | Fair Value as
|                          |  |             |  | 2007- |  |             |  |             |  |            |  |             |  | of Septem-   
|                          |  | 2006        |  | 2008  |  | 2009        |  | 2010        |  | Thereafter |  | Total       |  | ber 30, 2005 
|                         
|                         
|Liberty Property Limited  |  |             |  |       |  |             |  |             |  |            |  |             |  |              
|Partnership, 7.45% Series |  |             |  |       |  |             |  |             |  |            |  |             |  |              
|B Cumulative              |  |             |  |       |  |             |  |             |  |            |  |             |  |              
|Redeemable Preferred      |  |             |  |       |  |             |  |             |  |            |  |             |  |              
|Units, Callable           |  |             |  |       |  |             |  |             |  |            |  |             |  |              
|8/31/09, Current Yield:   |  |             |  |       |  |             |  |             |  |            |  |             |  |              
|7.23%                     |  |             |  |       |  | $39,750,000 |  |             |  |            |  | $39,750,000 |  | $40,942,500  
|                         
|MHC Operating Limited     |  |             |  |       |  |             |  |             |  |            |  |             |  |              
|Partnership, 8.0625%      |  |             |  |       |  |             |  |             |  |            |  |             |  |              
|Series D Cumulative       |  |             |  |       |  |             |  |             |  |            |  |             |  |              
|Redeemable Perpetual      |  |             |  |       |  |             |  |             |  |            |  |             |  |              
|Preference Units,         |  |             |  |       |  |             |  |             |  |            |  |             |  |              
|Callable 3/24/10, Current |  |             |  |       |  |             |  |             |  |            |  |             |  |              
|Yield: 7.94%              |  |             |  |       |  |             |  | $55,000,000 |  |            |  | $55,000,000 |  | $55,880,000  
|                         
|MHC Operating Limited     |  |             |  |       |  |             |  |             |  |            |  |             |  |              
|Partnership, 7.95% Series |  |             |  |       |  |             |  |             |  |            |  |             |  |              
|F Cumulative              |  |             |  |       |  |             |  |             |  |            |  |             |  |              
|Redeemable Perpetual      |  |             |  |       |  |             |  |             |  |            |  |             |  |              
|Preference Units,         |  |             |  |       |  |             |  |             |  |            |  |             |  |              
|Callable 6/30/10, Current |  |             |  |       |  |             |  |             |  |            |  |             |  |              
|Yield: 7.89%              |  |             |  |       |  |             |  | $25,000,000 |  |            |  | $25,000,000 |  | $25,200,000  
|                         
|National Golf Operating   |  |             |  |       |  |             |  |             |  |            |  |             |  |              
|Partnership, L.P., 11%    |  |             |  |       |  |             |  |             |  |            |  |             |  |              
|Series A Cumulative       |  |             |  |       |  |             |  |             |  |            |  |             |  |              
|Redeemable Preferred      |  |             |  |       |  |             |  |             |  |            |  |             |  |              
|Units, Callable 2/6/03,   |  |             |  |       |  |             |  |             |  |            |  |             |  |              
|Current Yield: 10.49%     |  | $27,877,518 |  |       |  |             |  |             |  |            |  | $27,877,518 |  | $33,106,440  
|                         
|National Golf Operating   |  |             |  |       |  |             |  |             |  |            |  |             |  |              
|Partnership, L.P., 11%    |  |             |  |       |  |             |  |             |  |            |  |             |  |              
|Series B Cumulative       |  |             |  |       |  |             |  |             |  |            |  |             |  |              
|Redeemable Preferred      |  |             |  |       |  |             |  |             |  |            |  |             |  |              
|Units, Callable 2/6/03,   |  |             |  |       |  |             |  |             |  |            |  |             |  |              
|Current Yield: 10.49%     |  | $29,833,200 |  |       |  |             |  |             |  |            |  | $29,833,200 |  | $31,464,000  
|                         
|PSA Institutional         |  |             |  |       |  |             |  |             |  |            |  |             |  |              
|Partners, L.P., 6.4%      |  |             |  |       |  |             |  |             |  |            |  |             |  |              
|Series NN Cumulative      |  |             |  |       |  |             |  |             |  |            |  |             |  |              
|Redeemable Perpetual      |  |             |  |       |  |             |  |             |  |            |  |             |  |              
|Preferred Units, Callable |  |             |  |       |  |             |  |             |  |            |  |             |  |              
|3/17/10, Current Yield:   |  |             |  |       |  |             |  |             |  |            |  |             |  |              
|6.54%                     |  |             |  |       |  |             |  | $70,096,660 |  |            |  | $70,096,660 |  | $68,911,200  
|                         
|Regency Centers, L.P.,    |  |             |  |       |  |             |  |             |  |            |  |             |  |              
|7.45% Series D            |  |             |  |       |  |             |  |             |  |            |  |             |  |              
|Cumulative Redeemable     |  |             |  |       |  |             |  |             |  |            |  |             |  |              
|Preferred Units, Callable |  |             |  |       |  |             |  |             |  |            |  |             |  |              
|9/29/09, Current Yield:   |  |             |  |       |  |             |  |             |  |            |  |             |  |              
|7.18%                     |  |             |  |       |  | $32,000,000 |  |             |  |            |  | $32,000,000 |  | $33,206,400  
|                         
|Vornado Realty, L.P., 7%  |  |             |  |       |  |             |  |             |  |            |  |             |  |              
|Series D-10 Cumulative    |  |             |  |       |  |             |  |             |  |            |  |             |  |              
|Redeemable Preferred      |  |             |  |       |  |             |  |             |  |            |  |             |  |              
|Units, Callable 11/17/08, |  |             |  |       |  |             |  |             |  |            |  |             |  |              
|Current Yield: 6.92%(1)   |  |             |  |       |  | $7,726,695  |  |             |  |            |  | $7,726,695  |  | $8,088,426   

23

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|                                |  |      |  |       |  |      |  |             |  |            |  |             |  | Estimated    
|------------------------------- |  | ---- |  | ----- |  | ---- |  | ----------- |  | ---------- |  | ----------- |  | -------------
|                                |  |      |  |       |  |      |  |             |  |            |  |             |  | Fair Value as
|                                |  |      |  | 2007- |  |      |  |             |  |            |  |             |  | of Septem-   
|                                |  | 2006 |  | 2008  |  | 2009 |  | 2010        |  | Thereafter |  | Total       |  | ber 30, 2005 
|                                |  |     
|                               
|Vornado Realty,
      L.P.,     |  |      |  |       |  |      |  |             |  |            |  |             |  |              
|6.75% Series
      D-14         |  |      |  |       |  |      |  |             |  |            |  |             |  |              
|Cumulative
      Redeemable     |  |      |  |       |  |      |  |             |  |            |  |             |  |              
|Preferred Units,
      Callable |  |      |  |       |  |      |  |             |  |            |  |             |  |              
|9/9/10, Current
      Yield:    |  |      |  |       |  |      |  |             |  |            |  |             |  |              
|6.72%(2)                        |  |      |  |       |  |      |  | $30,000,000 |  |            |  | $30,000,000 |  | $30,111,666  
|                                |  |     
|                               
|Note
      Receivable:          |  |      |  |       |  |      |  |             |  |            |  |             |  |              
|                                |  |     
|                               
|Fixed-rate
      note           |  |      |  |       |  |      |  |             |  |            |  |             |  |              
|receivable,
      8%            |  |      |  |       |  |      |  |             |  | $3,352,436 |  | $3,352,436  |  | $4,112,196   

*The amounts listed
reflect the Funds positions as of September 30, 2005. The Funds current
positions may differ.

|(1) | Belcrest Realtys interest in these Partnership Preference
      Units is held through Bel Holdings LLC.    
|--- | ------------------------------------------------------------------------------------------------------------
|   
|(2) | Belcrest Realtys interest in these Partnership Preference
      Units is held through Belvorn Holdings LLC.
|   



| | Item 4. Controls and
  Procedures.
| | ----------------------------------

Fund
Governance.As the Funds manager, the complete and entire management, control
and operation of the Fund are vested in Eaton Vance. The Funds Chief Executive
Officer and Chief Financial Officer intend to report to the 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 1934 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 it records,
processes, summarizes and reports in a timely manner the information that the
Fund must disclose in reports that it files or submits to the Securities and
Exchange Commission. Based on that evaluation, the Funds Chief Executive
Officer and Chief Financial Officer concluded that, as of September 30, 2005,
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 ended September 30, 2005 that have materially
affected or are reasonably likely to materially affect the Funds internal
control over financial reporting.



|PART II.
      OTHER INFORMATION
|--------------------------------



| | Item 1. Legal
Proceedings.
| | --------------------------

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

24

---

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 ended December 31, 2004,
shares of the Fund may be redeemed by Fund Shareholders on any business day.
Redemptions are met at the net asset value per share of the Fund. The right to
redeem is available to all Shareholders and all outstanding Fund shares are
eligible. During each month in the quarter ended September 30, 2005, the total
number of shares redeemed and the average price paid per share were as follows:

Total No. of Shares
    
    Average Price PaidMonth Ended
    
    Redeemed(1)
    
    Per ShareJuly 31, 2005
    
    64,581.506
    
    $114.04August 31,
      2005
    
    99,289.117
    
    $113.41September 30,
      2005
    
    100,074.169
    
    $114.81Total
    
    263,944.792
    
    $114.37


|(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 the three months ended
September 30, 2005.

Item
5. Other Information.

None.

Item
6. Exhibits and Reports on Form 8-K:

(a) The
following is a list of all exhibits filed as part of this Form 10-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
|    
|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.
|-----

25

---



|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 duly authorized officer on November 9, 2005.



|BELCREST CAPITAL FUND LLC
|-------------------------



| | /s/
      Michelle A. GreenMichelle A. GreenChief Financial Officer(Duly Authorized Officer
      andPrincipal Financial
Officer)
| | ---------------------------------------------------------------------------------------------------------------------------------

26

---



|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
|    

27

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