UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549FORM 10-Q[X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 (the Act)For the quarterly period ended March 31, 2011[ ] Transition Report Pursuant to Section 13 or 15(d) of the ActFor the transition period from __________ to ____________Commission File Number:000-30509Belcrest Capital Fund LLC(Exact Name of Registrant as Specified in Its Charter) Massachusetts
     04-3453080(State of Organization)
     (I.R.S. Employer Identification No.)Two International PlaceBoston, Massachusetts
     02110(Address of Principal Executive Offices)
     (Zip Code)Registrants Telephone Number, Including Area Code:
     617-482-8260
  None (Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report) Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Act during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X  No __ Indicate by check mark whether the Registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (¶232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit and post such files). Yes __ No __ Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Act. Large Accelerated FilerXAcceleratedFiler__      Non-Accelerated Filer __      Smaller Reporting Company __ (Do not check if a smaller reporting company) Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes __ NoX




Belcrest Capital Fund LLCIndex to Form 10-QPART I. FINANCIAL INFORMATION
     PageItem 1.
     Financial Statements (Unaudited).
     3Condensed Consolidated Statements of Assets and Liabilities as of
     3March 31, 2011 and December 31, 2010Condensed Consolidated Statements of Operations for the Three Months
     4Ended March 31, 2011 and 2010Condensed Consolidated Statements of Changes in Net Assets for the
     6Three Months Ended March 31, 2011 and the Year Ended December 31, 2010Condensed Consolidated Statements of Cash Flows for the Three Months
     7Ended March 31, 2011 and 2010Financial Highlights for the Three Months Ended March 31, 2011 and the
     8Year Ended December 31, 2010Notes to Condensed Consolidated Financial Statements as of March 31, 2011
     9Item 2.
     Managements Discussion and Analysis of Financial Condition
     19and Results of Operations (MD&A).Item 3.
     Quantitative and Qualitative Disclosures About Market Risk.
     21Item 4.
     Controls and Procedures.
     23PART II.
     OTHER INFORMATIONItem 1.
     Legal Proceedings.
     24Item 1A.
     Risk Factors.
     24Item 2.
     Unregistered Sales of Equity Securities and Use of Proceeds.
     24Item 3.
     Defaults Upon Senior Securities.
     24Item 4.
     (Removed and Reserved).
     24Item 5.
     Other Information.
     24Item 6.
     Exhibits.
     25SIGNATURES
     26EXHIBIT INDEX
     27
  2




PART I. FINANCIAL INFORMATIONItem 1. Financial Statements.BELCREST CAPITAL FUND LLCCondensed Consolidated Statements of Assets and Liabilities (Unaudited)March 31, 2011
     December 31, 2010Assets:Investment in Belvedere Capital Fund Company LLC(Belvedere Company)
     $      677,528,325
     $      659,946,022Investment in Partnership Preference Units
     28,864,427
     72,580,818Investment in Real Estate Joint Venture
     58,699,969
     55,149,311Investment in Co-owned Property
     3,084,160
     2,926,700Short-term investment
     4,200,649
     3,230,918Total investments, at value
     $      772,377,530
     $       793,833,769Cash
     21,792
     1,222,976Interest receivable from affiliated investment
     4,155
     663Other assets
     184,326
     260,879Total assets
     $      772,587,803
     $      795,318,287Liabilities:Loan payable  Credit Facility
     $      91,000,000
     $      144,000,000Payable for Fund shares redeemed
     1,051,698
     1,546,143Interest payable for open interest rate swap agreements
     4,320
     1,848Open interest rate swap agreements, at value
     639,088
     710,801Payable to affiliate for investment advisory and administrative fees
     238,286
     238,957Payable to affiliate for servicing fee
     79,460
     70,992Other accrued expenses:Interest expense
     91,226
     137,324Other expenses and liabilities
     531,946
     576,091Total liabilities
     $      93,636,024
     $      147,282,156Net assets
     $      678,951,779
     $      648,036,131Shareholders capital
     $      678,951,779
     $      648,036,131Shares outstanding (unlimited number of shares authorized)
     6,570,903
     6,671,766Net asset value and redemption price per share
     $ 103.33
     $ 97.13
  See notes to unaudited condensed consolidated financial statements 3




BELCREST CAPITAL FUND LLCCondensed Consolidated Statements of Operations (Unaudited)Three Months EndedMarch 31, 2011
     March 31, 2010Investment Income:Dividends allocated from Belvedere Company(net of foreign taxes, $14,227 and $30,684, respectively)
     $      2,942,346
     $      3,167,988Interest allocated from Belvedere Company
     2,524
     2,082Expenses allocated from Belvedere Company
     (1,055,578)
     (1,089,147)Net investment income allocated from Belvedere Company
     $      1,889,292
     $      2,080,923Net investment income allocated from Real Estate Joint Ventures
     2,133,632
     4,204,185Distributions from Partnership Preference Units
     1,171,979
     1,515,391Net investment income allocated from Co-owned Property
     157,460
     147,988Interest
     -
     240Interest allocated from affiliated investments
     5,485
     1,206Expenses allocated from affiliated investments
     (361)
     (490)Total investment income
     $      5,357,487
     $      7,949,443Expenses:Investment advisory and administrative fees
     $      722,325
     $      1,110,482Servicing fee
     79,460
     59,408Interest expense on Credit Facility
     836,917
     539,572Custodian and transfer agent fee
     13,601
     13,947Miscellaneous
     129,243
     149,302Total expenses
     $      1,781,546
     $      1,872,711Deduct Reduction of custodian and transfer agent fee
     $                398
     $                     -Net expenses
     $      1,781,148
     $      1,872,711Net investment income
     $      3,576,339
     $      6,076,732
  See notes to unaudited condensed consolidated financial statements 4




BELCREST CAPITAL FUND LLCCondensed Consolidated Statements of Operations (Unaudited) (Continued)Three Months EndedMarch 31, 2011
     March 31, 2010Realized and Unrealized Gain (Loss)Net realized gain (loss) Investment and foreign currency transactions allocated fromBelvedere Company (identified cost basis)(1)
     $      3,580,317
     $      1,473,689Investment transactions in Partnership Preference Units(identified cost basis)
     (2,429,634)
     19,884Investment transactions in Real Estate Joint Ventures
     1,327,381
     -Investment transactions allocated from affiliated investments
     67
     250Interest rate swap agreements(2)
     (55,440)
     (1,733,754)Net realized gain (loss)
     $      2,422,691
     $      (239,931)Change in unrealized appreciation (depreciation) Investments and foreign currency allocatedfrom Belvedere Company (identified cost basis)
     $      23,673,265
     $      35,907,935Investment in Partnership Preference Units(identified cost basis)
     11,432,236
     428,539Investment in Real Estate Joint Ventures
     2,629,094
     (12,695,586)Investment in Co-owned Property
     -
     (375,000)Interest rate swap agreements
     71,713
     1,620,059Net change in unrealized appreciation (depreciation)
     $      37,806,308
     $      24,885,947Net realized and unrealized gain
     $      40,228,999
     $      24,646,016Net increase in net assets from operations
     $      43,805,338
     $      30,722,748
  (1)
     Amounts include net realized gain from redemptions in-kind of $3,748,607 and $1,084,758, respectively.(2)
     Amounts represent net interest incurred in connection with periodic settlement of interest rate swap agreements (Note 7). See notes to unaudited condensed consolidated financial statements 5




BELCREST CAPITAL FUND LLCCondensed Consolidated Statements of Changes in Net Assets (Unaudited)Three Months Ended
     Year EndedMarch 31, 2011
     December 31, 2010Increase (Decrease) in Net Assets:From operations Net investment income
     $          3,576,339
     $        22,397,199Net realized gain (loss) from investment transactions, foreigncurrency transactions and interest rate swap agreements
     2,422,691
     (137,648,888)Net change in unrealized appreciation (depreciation) of investments,foreign currency and interest rate swap agreements
     37,806,308
     234,813,836Net increase in net assets from operations
     $         43,805,338
     $      119,562,147Transactions in Fund shares Net asset value of Fund shares issued to Shareholdersin payment of distributions declared
     $              843,077
     $             600,452Net asset value of Fund shares redeemed
     (11,066,953)
     (122,796,610)Net decrease in net assets from Fund share transactions
     $      (10,223,876)
     $   (122,196,158)Distributions Distributions to Shareholders
     $       (2,665,814)
     $       (2,007,089)Total distributions
     $       (2,665,814)
     $       (2,007,089)Net increase (decrease) in net assets
     $       30,915,648
     $       (4,641,100)Net assets:At beginning of period
     $       648,036,131
     $       652,677,231At end of period
     $       678,951,779
     $       648,036,131
  See notes to unaudited condensed consolidated financial statements 6




BELCREST CAPITAL FUND LLCCondensed Consolidated Statements of Cash Flows (Unaudited)Three Months EndedIncrease (Decrease) in Cash:
     March 31, 2011
     March 31, 2010Cash Flows From Operating Activities Net increase in net assets from operations
     $          43,805,338
     $           30,722,748Adjustments to reconcile net increase in net assets fromoperations to net cash flows provided by operating activities Net investment income allocated from Belvedere Company
     (1,889,292)
     (2,080,923)Net investment income allocated from Real Estate Joint Ventures
     (2,133,632)
     (4,204,185)Payments from Real Estate Joint Ventures
     2,539,449
     3,636,597Net investment income allocated from Co-owned Property
     (157,460)
     (147,988)Amortization of deferred loan costsCredit Facility
     76,553
     76,554Increase in affiliated investment and interest receivable from affiliated investment
     (973,156)
     (1,180,193)Increase (decrease) in payable to affiliate for investment advisory and administrative fees
     (671)
     3,384Increase in payable to affiliate for servicing fee
     8,468
     3,198Increase in interest payable for open interest rate swap agreements
     2,472
     25,203Increase (decrease) in accrued interest and other accrued expenses and liabilities
     (90,243)
     125,282Increases in Partnership Preference Units
     (3,495)
     (933)Proceeds from sales of Partnership Preference Units
     52,722,488
     194,189Decreases in investment in Belvedere Company
     -
     1,500,000Net interest incurred on interest rate swap agreements
     (55,440)
     (1,733,754)Net realized (gain) loss from investment transactions, foreign currencytransactions and interest rate swap agreements
     (2,422,691)
     239,931Net change in unrealized (appreciation) depreciation of investments,foreign currency and interest rate swap agreements
     (37,806,308)
     (24,885,947)Net cash flows provided by operating activities
     $         53,622,380
     $              2,293,163Cash Flows From Financing Activities Proceeds from Credit Facility
     $                       -
     $           193,000,000Repayments of Credit Facility
     (53,000,000)
     (194,500,000)Payment for deferred loan costs  Credit Facility
     -
     (575,000)Payments for Fund shares redeemed
     (827)
     (2,557)Distributions paid to Shareholders
     (1,822,737)
     (1,406,637)Net cash flows used in financing activities
     $       (54,823,564)
     $            (3,484,194)Net decrease in cash
     $        (1,201,184)
     $            (1,191,031)Cash at beginning of period
     $          1,222,976
     $              1,212,932Cash at end of period
     $              21,792
     $                  21,901Supplemental Disclosure and Non-cash Operating andFinancing Activities Interest paid on loan  Credit Facility
     $             806,462
     $                  312,376Interest paid on interest rate swap agreements, net
     $               52,968
     $               1,708,551Reinvestment of distributions paid to Shareholders
     $             843,077
     $                 600,452Market value of securities distributed in payment of redemptions
     $         11,560,571
     $             29,512,376
  See notes to unaudited condensed consolidated financial statements 7




BELCREST CAPITAL FUND LLCFinancial Highlights (Unaudited)Three Months Ended
     Year EndedMarch 31, 2011
     December 31, 2010Net asset value  Beginning of period
     $                                         97.130
     $                             80.330Income (loss) from operationsNet investment income(1)
     $                                           0.538
     $                               3.048Net realized and unrealized gain
     6.062
     14.002Total income from operations
     $                                          6.600
     $                           17.050DistributionsDistributions to Shareholders
     $                                         (0.400)
     $                            (0.250)Total distributions
     $                                       (0.400)
     $                          (0.250)Net asset value  End of period
     $                                     103.330
     $                          97.130Total Return(2)
     6.81%(3)
     21.26%Ratios as a percentage of average net assetsInvestment advisory and administrative fees, servicing feeand other operating expenses(4)(5)
     1.21%(8)
     1.50%Interest and other borrowing costs(4)(6)
     0.51%(8)
     0.63%Total expenses
     1.72%(8)
     2.13%Net investment income(6)
     2.17%(8)
     3.66%Ratios as a percentage of average gross assets(7)Investment advisory and administrative fees, servicing feeand other operating expenses(4)(5)
     0.82%(8)
     0.77%Interest and other borrowing costs(4)(6)
     0.34%(8)
     0.32%Total expenses
     1.16%(8)
     1.09%Net investment income(6)
     1.46%(8)
     1.87%Supplemental DataNet assets, end of period (000s omitted)
     $                                         678,952
     $                         648,036Portfolio turnover of Tax-Managed Growth Portfolio
     1%(3)
     2%
  (1)
     Calculated using average shares outstanding.(2)
     Returns are historical and are calculated by determining the percentage change in net asset value with all distributions reinvested.(3)
     Not annualized.(4)
     Includes the expenses of Belcrest Capital Fund LLC (Belcrest Capital) and Belcrest Realty Corporation (Belcrest Realty).(5)
     Includes Belcrest Capital's share of Belvedere Capital Fund Company LLC's allocated expenses, including those expenses allocated from Tax- Managed Growth Portfolio.(6)
     Ratios do not include net interest earned or incurred in connection with interest rate swap agreements. Had such amounts been included, ratios would be lower or higher.(7)
     Average gross assets means the average daily amount of the value of all assets of Belcrest Capital (not including its investment in Belcrest Realty) plus all assets of Belcrest Realty minus the sum of their liabilities other than the principal amount of money borrowed. For this purpose, the assets and liabilities of Belcrest Realty include its ratable share of the assets and liabilities of its direct and indirect subsidiaries, real estate joint ventures and co-owned real property investments.(8)
     Annualized. See notes to unaudited condensed consolidated financial statements 8




BELCREST CAPITAL FUND LLCas of March 31, 2011 Notes to Condensed Consolidated Financial Statements (Unaudited) 1 Basis of Presentation The condensed consolidated interim financial statements of Belcrest Capital Fund LLC (Belcrest Capital) and its subsidiaries (collectively, the Fund) have been prepared, without audit, in accordance with accounting principles generally accepted in the United States of America (GAAP) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, certain information and footnote disclosures normally included in annual financial statements prepared in accordance with GAAP have been condensed or omitted as permitted by such rules and regulations. All adjustments, consisting of normal recurring adjustments, have been included. Management believes that the disclosures are adequate to present fairly the financial position, results of operations, cash flows and financial highlights as of the dates and for the periods presented. It is suggested that these interim financial statements be read in conjunction with the annual consolidated financial statements and notes for the year ended December 31, 2010 included in the Funds Annual Report on Form 10-K dated February 28, 2011. Results for interim periods are not necessarily indicative of those to be expected for the full fiscal year. The condensed consolidated statement of assets and liabilities at December 31, 2010 and the condensed consolidated statement of changes in net assets and the financial highlights for the year then ended have been derived from the December 31, 2010 audited financial statements but do not include all of the information and footnotes required by GAAP for complete financial statements as permitted by the instructions to Form 10-Q and Article 10 of Regulation S-X. 2 Investment and Other Valuations The Fund invests in shares of Belvedere Capital Fund Company LLC (Belvedere Company). Belvedere Companys only investment is an interest in Tax-Managed Growth Portfolio (the Portfolio), a diversified, open-end management investment company registered under the Investment Company Act of 1940, as amended (the 1940 Act), the value of which is derived from a proportional interest therein. Valuation of the Portfolios securities is discussed in Note 1A of the Portfolios Notes to Financial Statements, which are included in the Funds Annual Report on Form 10-K dated February 28, 2011. The Fund also invests in real estate investments through a controlled subsidiary, Belcrest Realty Corporation (Belcrest Realty). Such investments include preferred equity interests in real estate operating partnerships (Partnership Preference Units) affiliated with publicly traded real estate investment trusts (REITs), an investment in a real estate joint venture (Real Estate Joint Venture) and a tenancy-in-common interest in real property (Co-owned Property). In November 2010, Belcrest Realty sold its interest in the Allagash Property Trust (Allagash) Real Estate Joint Venture. The Real Estate Joint Venture and Co-owned Property are referred to herein collectively as Subsidiary Real Estate Investments. The Fund may also invest cash on a temporary basis in Eaton Vance Cash Reserves Fund, LLC (Cash Reserves Fund). Cash Reserves Fund is an affiliated investment company managed by Eaton Vance Management (Eaton Vance). Additionally, Belcrest Capital has entered into interest rate swap agreements (Note 7). Boston Management and Research (Boston Management) makes valuation determinations in accordance with the Funds policies. The valuation policies followed by the Fund are as follows: Market prices for the Funds investments in Partnership Preference Units and Subsidiary Real Estate Investments are not readily available. Such investments are stated in the Funds condensed consolidated financial statements at fair value which represents the amount at which Boston Management, as manager of Belcrest Realty, believes would be received to sell an asset in an orderly transaction (that is, not a 9




forced liquidation or distressed sale) between market participants under current market conditions. In valuing these investments, Boston Management considers relevant factors, data and information. Valuations of the Funds Partnership Preference Units and Subsidiary Real Estate Investments are inherently uncertain because they involve the use of assumptions and estimates. If the assumptions and estimates used in the valuations were to change, it could materially impact the fair value of the Funds holdings of Partnership Preference Units and Subsidiary Real Estate Investments. The fair value of property held by the Funds Subsidiary Real Estate Investments is based on appraisals provided by independent, licensed appraisers (Appraisers) and valuations, if applicable, prepared by Boston Management. The appraisals of properties are conducted by Appraisers on at least an annual basis. Appraisals of properties may be conducted more frequently than once a year if Boston Management determines that significant changes in economic circumstances, that may materially impact fair values, have occurred since the most recent appraisal. Each appraisal is conducted in accordance with the Uniform Standards of Professional Appraisal Practices (as well as other relevant standards). Boston Management reviews the appraisal of each property and generally relies on the assumptions and estimates made by the Appraiser when determining fair value. In deriving the fair value of a property, an Appraiser considers numerous factors, including the expected future cash flows from the property, recent sale prices for similar properties and, if applicable, the replacement cost of the property, in order to derive an indication of the amount that a prudent, informed purchaser-investor would pay for the property. For those properties not appraised by Appraisers in a given quarter,Boston Management will review the fair values of such properties and, if Boston Management believes it is warranted based on the appraisals of appraised properties or for other reasons, Boston Management may prepare a valuation of such properties considering results of operations, market conditions, significant changes in economic circumstances, recent independent appraisals of similar properties and/or other relevant facts or circumstances. In determining valuations, Boston Management follows a process consistent with industry practice and the practice of Appraisers, as described above. Valuations may occur more frequently than quarterly if it is determined by Boston Management that the current property valuation has changed materially since the most recent appraisal or valuation. Boston Management determines the fair value of the Funds equity interest in a Real Estate Joint Venture based on an estimate of the allocation of equity interests between Belcrest Realty and the unaffiliated minority investor of the Real Estate Joint Venture (the Operating Partner). This allocation is generally calculated by a third party specialist, using current valuations of the properties owned by the Real Estate Joint Venture. The specialist uses a financial model that considers (i) the terms of the joint venture agreement relating to allocation of distributable cash flow, (ii) the expected duration of the joint venture, and (iii) the projected property values and cash flows from the properties based on estimates used in the property valuations. The estimated allocation of equity interests between Belcrest Realty and the Operating Partner of a Real Estate Joint Venture is prepared quarterly and reviewed by Boston Management. Interim allocations of equity interests may be conducted more frequently than quarterly if Boston Management determines that significant changes in economic circumstances that may materially impact the allocation of equity interests have occurred since the most recent allocation. Boston Management determines the fair value of the Funds interest in Co-owned Property by applying the Funds ownership interest to the net asset value of the Co-owned Property. 10




The fair value of the Partnership Preference Units is based on analysis and calculations performed on at least a monthly basis by a third party service provider. The service provider calculates an estimated price and yield (before accrued distributions) for each issue of Partnership Preference Units based on descriptions of such issue provided by Boston Management and certain publicly available information including, but not limited to, the trading prices of publicly issued debt and/or preferred stock instruments of the same or similar issuers, which may be adjusted to reflect the illiquidity and other structural characteristics of the Partnership Preference Units (such as call provisions). Daily valuations of Partnership Preference Units are determined by adjusting prices from the service provider to account for accrued distributions under the terms of the Partnership Preference Units. If changes in relevant markets, events that materially affect an issuer or other events that have a significant effect on the price or yield of Partnership Preference Units occur, relevant prices or yields may be adjusted to take such occurrences into account. Boston Management reviews the analysis and calculations performed by the service provider. Boston Management generally relies on the assumptions and estimates made by the service provider when determining the fair value of the Partnership Preference Units. Cash Reserves Fund generally values its investment securities utilizing the amortized cost valuation technique in accordance with Rule 2a-7 under the 1940 Act. This technique involves initially valuing a portfolio security at its cost and thereafter assuming a constant amortization to maturity of any discount or premium. If amortized cost is determined not to approximate fair value, Cash Reserves Fund may value its investment securities based on available market quotations provided by a third party pricing service. Interest rate swap agreements are normally valued on the basis of valuations furnished daily by a third party pricing service. The valuations are based on the present value of fixed and projected floating rate cash flows over the term of the agreement. Future cash flows are discounted to their present value using swap quotations provided by electronic data services or by broker-dealers. Changes in the fair value of the Funds investments are recorded as unrealized appreciation (depreciation) in the condensed consolidated statements of operations. 3 Fair Value Measurements GAAP establishes a three-tier hierarchy to prioritize the assumptions, referred to as inputs, used in valuation techniques to measure fair value. The three levels of the fair value hierarchy are described below. Level 1  Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities;Level 2  Quoted prices in markets that are not considered to be active or financial instruments for which all significant inputs are observable, either directly or indirectly;Level 3  Prices or valuations that require inputs that are both significant to the fair value measurement and unobservable. In determining the fair value of its investments, the Fund uses appropriate valuation techniques based on available inputs. The Fund maximizes its use of observable inputs and minimizes the use of unobservable inputs when measuring fair value. If market data is not readily available, fair value is based upon other significant unobservable inputs such as inputs that reflect the Funds own assumptions about the inputs market participants would use in valuing the investment. Investments valued using unobservable inputs are classified to the lowest level of any input that is most significant to the valuation. Thus, a valuation 11




may be classified as Level 3 even though the valuation may include significant inputs that are readily observable. The Funds assets classified as Level 3 as of March 31, 2011 and December 31, 2010 represent 11.7% and 16.4%, respectively, of the Funds total assets. The following tables present for each of the hierarchy levels, the Funds assets and liabilities that are measured at fair value as of March 31, 2011 and December 31, 2010. Fair Value Measurements at March 31, 2011Description
     Total
     Level 1
     Level 2
     
     Level 3AssetsInvestment in Belvedere Company
     $                  677,528,325
     $                                 -
     $            677,528,325
     $                           -Partnership Preference Units
     28,864,427
     -
     -
     
     28,864,427Real Estate Joint Venture
     58,699,969
     -
     -
     
     58,699,969Co-owned Property
     3,084,160
     -
     -
     
     3,084,160Short-term investment
     4,200,649
     -
     4,200,649
     
     -Total
     $                  772,377,530
     $                                  -
     $            681,728,974
     $          90,648,556LiabilitiesInterest rate swap agreement
     $                          639,088
     $                                  -
     $                   639,088
     $-Fair Value Measurements at December 31, 2010Description
     Total
     Level 1
     Level 2
     Level 3AssetsInvestment in Belvedere Company
     $                     659,946,022
     $                                 -
     $              659,946,022
     $                               -Partnership Preference Units
     72,580,818
     -
     -
     
     72,580,818Real Estate Joint Venture
     55,149,311
     -
     -
     
     55,149,311Co-owned Property
     2,926,700
     -
     -
     
     2,926,700Short-term investment
     3,230,918
     -
     3,230,918
     
     -Total
     $                     793,833,769
     $                                 -
     $              663,176,940
     $             130,656,829LiabilitiesInterest rate swap agreement
     $                             710,801
     $                                 -
     $                    710,801
     $-
  12




The following tables present the changes in the Level 3 fair value category for the three months ended March 31, 2011 and 2010. Level 3 Fair Value Measurements for theThree Months Ended March 31, 2011PartnershipPreference
     Real Estate
     Co-ownedUnits
     Joint Venture
     Property
     TotalBeginning balance as ofDecember 31, 2010
     $             72,580,818
     $            55,149,311
     $              2,926,700
     $           130,656,829Net realized gain (loss)
     (2,429,634)
     -
     -
     (2,429,634)Net change in unrealizedappreciation (depreciation)
     11,432,236
     2,629,094
     -
     14,061,330Cost of purchases
     3,495
     -
     -
     3,495Proceeds from sales
     (52,722,488)
     -
     -
     (52,722,488)Net investment income(1)
     -
     2,133,632
     157,460
     2,291,092Other(2)
     -
     (1,212,068)
     -
     (1,212,068)Ending balance as ofMarch 31, 2011
     $            28,864,427
     $            58,699,969
     $             3,084,160
     $            90,648,556Net change in unrealizedappreciation (depreciation) frominvestments still held atMarch 31, 2011
     $                623,898
     $              2,629,094
     $                           -
     $              3,252,992Level 3 Fair Value Measurements for theThree Months Ended March 31, 2010PartnershipPreference
     Real Estate
     Co-ownedUnits
     Joint Ventures
     Property
     TotalBeginning balance as ofDecember 31, 2009
     $                 69,274,637
     $              72,575,344
     $                  2,335,863
     $             144,185,844Net realized gain
     19,884
     -
     -
     19,884Net change in unrealizedappreciation (depreciation)
     428,539
     (12,695,586)
     (375,000)
     (12,642,047)Net sales
     (193,256)
     -
     -
     (193,256)Net investment income(1)
     -
     4,204,185
     147,988
     4,352,173Other(2)
     -
     (3,636,597)
     -
     (3,636,597)Ending balance as ofMarch 31, 2010
     $ 69,529,804
     $               60,447,346
     $                  2,108,851
     $             132,086,001Net change in unrealizedappreciation (depreciation) frominvestments still held atMarch 31, 2010
     $                      441,121
     $             (12,695,586)
     $                  (375,000)
     $             (12,629,465)
  (1)
     Represents net investment income recorded using the equity method of accounting.(2)
     Represents net capital distributions recorded using the equity method of accounting. 13




4 Investment Transactions The following table summarizes the Funds investment transactions, other than short-term investments, for the three months ended March 30, 2011 and 2010. Three Months EndedInvestment Transactions
     March 31, 2011
     March 31, 2010Decreases in investment in Belvedere Company
     $                                    11,560,571
     $                         31,012,376Increases in Partnership Preference Units
     $                                             3,495
     $                                     933Decreases in Partnership Preference Units(1)
     $                                    52,722,488
     $                              194,189Decreases in investment in Real Estate Joint Ventures
     $                                      2,539,449
     $                           3,636,597(1)In March 2011, Belcrest Realty exchanged Partnership Preference Units for shares of the respective issuers preferredstock and sold the preferred stock for $52,529,551, for which an aggregate realized loss of $2,470,449 was recognizedon the transactions. The aggregate realized loss on the transactions is included in investment transactions in PartnershipPreference Units in the condensed consolidated statements of operations.
  5 Indirect Investment in the Portfolio The following table summarizes the Funds investment in the Portfolio through Belvedere Company for the three months ended March 31, 2011 and 2010, including allocations of income, expenses and net realized and unrealized gains (losses). Three Months EndedMarch 31, 2011
     March 31, 2010Belvedere Companys interest in the Portfolio(1)
     $                    6,539,325,479
     $                6,748,292,737The Funds investment in Belvedere Company(2)
     $                       677,528,325
     $                   713,895,096Income allocated to Belvedere Company from the Portfolio
     $                         28,472,690
     $                     30,173,421Income allocated to the Fund from Belvedere Company
     $                           2,944,870
     $                       3,170,070Expenses allocated to Belvedere Company from the Portfolio
     $                           7,725,299
     $                       7,850,059Expenses allocated to the Fund from Belvedere Company(3)
     $                           1,055,578
     $                       1,089,147Net realized gain from investment and foreign currency transactionsallocated to Belvedere Company from the Portfolio
     $                          34,652,602
     $                     13,985,177Net realized gain from investment and foreign currency transactionsallocated to the Fund from Belvedere Company
     $                           3,580,317
     $                       1,473,689Net change in unrealized appreciation (depreciation) of investmentsand foreign currency allocated to Belvedere Company from thePortfolio
     $                       229,527,634
     $                   340,766,777Net change in unrealized appreciation (depreciation) of investmentsand foreign currency allocated to the Fund from BelvedereCompany
     $                         23,673,265
     $                    35,907,935
  (1)
     As of March 31, 2011 and 2010, the value of Belvedere Companys interest in the Portfolio represents 71.0% and 70.6% of the Portfolios net assets, respectively.(2)
     As of March 31, 2011 and 2010, the Funds investment in Belvedere Company represents 10.4% and 10.6% of Belvedere Companys net assets, respectively.(3)
     Expenses allocated to the Fund from Belvedere Company represent: Three Months EndedMarch 31, 2011
     March 31, 2010Expenses allocated from the Portfolio
     $                             798,784
     $                    825,436Servicing fee
     $                             250,151
     $                    258,382Operating expenses
     $                                 6,643
     $                        5,329
  14




A summary of the Portfolios Statement of Assets and Liabilities at March 31, 2011, December 31, 2010 and March 31, 2010 and its operations for the three months ended March 31, 2011, for the year ended December 31, 2010 and for the three months ended March 31, 2010 follows: March 31, 2011
     December 31, 2010
     March 31, 2010Investments, at value
     $                  9,194,218,550
     $                    9,029,003,397
     $                    9,528,186,606Other assets
     20,840,115
     20,238,883
     30,026,377Total assets
     $                  9,215,058,665
     $                    9,049,242,280
     $                    9,558,212,983Investment adviser fee payable
     $                         3,472,126
     $                           3,440,053
     $                           3,589,785Other liabilities
     509,414
     585,010
     471,572Total liabilities
     $                         3,981,540
     $                           4,025,063
     $                           4,061,357Net assets
     $                  9,211,077,125
     $                    9,045,217,217
     $                    9,554,151,626Total investment income
     $                       40,148,489
     $                       169,933,356
     $                         42,591,849Investment adviser fee
     $                       10,498,684
     $                         40,626,632
     $                         10,647,553Other expenses
     397,072
     1,710,294
     429,573Total expenses
     $                       10,895,756
     $                         42,336,926
     $                         11,077,126Net investment income
     $                       29,252,733
     $                       127,596,430
     $                         31,514,723Net realized gain from investment andforeign currency transactions(1)
     61,493,333
     232,540,068
     70,024,462Net change in unrealized appreciation(depreciation) of investments andforeign currency
     311,625,662
     705,390,449
     431,676,392Net increase in net assets fromoperations
     $                      402,371,728
     $                     1,065,526,947
     $                      533,215,577
  (1)
     Amounts include net realized gain from redemptions in-kind of $63,789,603, $268,975,439 and $65,132,639, respectively. 6Investment in Real Estate Joint Ventures At March 31, 2011 and December 31, 2010, Belcrest Realty held an investment in one Real Estate Joint Venture, Lafayette Real Estate LLC (Lafayette). Belcrest Realty held a majority economic interest of 65.7% in Lafayette as of March 31, 2011 and December 31, 2010. Lafayette owns office properties. In November 2010, Belcrest Realty sold its interest in Allagash to a third party. Combined and condensed financial data of the Real Estate Joint Ventures is presented below. March 31, 2011
     December 31, 2010Investment in real estate
     $                          340,000,000
     $                          336,400,000Other assets
     10,281,470
     8,048,778Total assets
     $ 350,281,470
     $344,448,778Mortgage notes payable, at face(1)
     $                          255,183,809
     $                          255,408,696Other liabilities
     5,502,199
     4,848,969Total liabilities
     $260,686,008
     $260,257,665Shareholders equity
     $89,595,462
     $84,191,113Total liabilities and shareholders equity
     $350,281,470
     $344,448,778
  15




Three Months EndedMarch 31, 2011
     March 31, 2010(2)Revenues
     $                    10,360,961
     $                     20,473,513Expenses
     7,113,424
     14,995,541Net investment income before unrealizedappreciation (depreciation)
     $                      3,247,537
     $                       5,477,972Change in net unrealized appreciation(depreciation)
     3,368,881
     (15,849,613)Net increase (decrease) in net assets resultingfrom operations
     $                      6,616,418
     $                  (10,371,641)
  (1)
     The mortgage notes payable generally cannot be prepaid or otherwise disposed of without incurring a substantial prepayment penalty. The Real Estate Joint Venture generally has no current plans to prepay or otherwise dispose of the mortgage notes payable without the sale of the related real property.(2)
     Includes the results of operations of Allagash. 7 Interest Rate Swap Agreements Belcrest Capital has entered into interest rate swap agreements with Merrill Lynch Capital Services, Inc. to fix the cost of a portion of its borrowings under the Credit Facility (Note 8). Pursuant to the agreements, Belcrest Capital makes periodic payments to the counterparty at predetermined fixed rates in exchange for floating rate payments that fluctuate with the one-month London Interbank Offered Rate (LIBOR). The notional or contractual amounts of these instruments may not necessarily represent the amounts potentially subject to risk. The measurement of the risks associated with these investments is meaningful only when considered in conjunction with all related assets, liabilities and agreements. The risks of interest rate swap agreements include changes in market conditions that will affect the value of the agreement or the cash flows and the possible inability of the counterparty to fulfill its obligations under the agreement. Belcrest Capitals maximum risk of loss from counterparty credit risk is the discounted net value of the cash flows to be received from/paid to the counterparty over the agreements remaining life, to the extent that the amount is positive. See Note 2 for additional information. The following table summarizes Belcrest Capitals interest rate swap agreements. Liability Derivatives atDerivatives Not Designated as Hedging Instruments
     March 31, 2011
     December 31, 2010Notional amount
     $                               3,870,000
     $                    3,870,000Average notional amount during the respective period
     $                               3,870,000
     $                  82,554,000Weighted average fixed interest rate
     6.29%
     6.29%Floating rate
     LIBOR + 0.30%
     LIBOR + 0.30%Final termination date
     7/2015
     7/2015Fair value
     $                               (639,088)
     $                    (710,801)
  16




8 Debt Credit Facility  Belcrest Capital has a credit arrangement with Bank of America (the Credit Facility). The Credit Facility may be terminated by the lender on or after September 24, 2012 provided 180 days notice is given. Belcrest Capital may terminate the Credit Facility upon 30 days notice. In March 2011, Belcrest Capital amended the Credit Facility to decrease its total commitment by $65,000,000 to an aggregate amount available for borrowing of $135,000,000. At March 31, 2011, Belcrest Capital had outstanding borrowings under the Credit Facility of $91,000,000. The fair value of the Credit Facility approximates its carrying value. Belcrest Capital pays a rate of interest equal to three-month LIBOR plus 1.50%, reduced from 1.75% in March 2011, per annum on outstanding borrowings under the Credit Facility. A commitment fee is paid on the unused commitment amount equal to 0.25% per annum, reduced from 0.40% in March 2011. Belcrest Capital will incur an additional fee if outstanding borrowings fall below certain levels. Obligations under the Credit Facility are without recourse to Shareholders. Belcrest Capital is required under the Credit Facility to maintain at all times a specified asset coverage ratio. The rights of the lender to receive payments of interest on and repayments of principal of borrowings are senior to the rights of Shareholders. Under the terms of the Credit Facility, Belcrest Capital is not permitted to make distributions of cash or securities while there is outstanding any event of default under the Credit Facility. During such periods, Belcrest Capital would not be able to honor redemption requests or make cash distributions. The Credit Facility is secured by a pledge of Belcrest Capitals assets, excluding the Funds real estate investments. Borrowings under the Credit Facility have been used to purchase the Funds interests in real estate investments, to pay selling commissions and organizational expenses and to provide for the liquidity needs of the Fund. Additional borrowings under the Credit Facility may be made in the future for these purposes. Average Borrowings and Average Interest Rate  During the three months ended March 31, 2011, the average balance of borrowings under the Credit Facility was approximately $138,100,000 with a weighted average interest rate of 2.42%. The weighted average interest rate includes all costs of borrowings under the Credit Facility. 9 Segment Information Belcrest Capital pursues its investment objective primarily by investing indirectly in the Portfolio through Belvedere Company. The Portfolio is a diversified investment company that emphasizes investments in common stocks of domestic and foreign growth companies that are considered by its investment adviser to be high in quality and attractive in their long-term investment prospects. The Funds investment income includes the Funds pro rata share of Belvedere Companys net investment income. Separate from its investment in Belvedere Company, Belcrest Capital invests in real estate investments through Belcrest Realty. The Funds investment income from real estate investments primarily consists of distribution income from Partnership Preference Units, and net investment income from Real Estate Joint Ventures and Co-owned Property. 17




Belcrest Capital evaluates performance of the reportable segments based on the net increase (decrease) in net assets from operations of the respective segment, which includes net investment income (loss), net realized gain (loss) and the net change in unrealized appreciation (depreciation). The Funds Credit Facility borrowings and related interest expense are centrally managed by the Fund. A portion of the Credit Facility borrowings and related interest expense have been approximated and allocated to the real estate segment for presentation purposes herein. Credit Facility borrowings allocated to the real estate segment primarily represent estimated net amounts borrowed to purchase the Funds interests in real estate investments. The Funds interest rate swap agreement balances are presented as part of the real estate segment for presentation purposes herein. The accounting policies of the reportable segments are the same as those for Belcrest Capital on a consolidated basis. No reportable segments have been aggregated. Reportable information by segment is as follows: ThreeMonths EndedMarch 31, 2011
     March 31, 2010Investment incomeThe Portfolio*
     $                                        1,889,292
     $                                        2,080,923Real estate
     3,463,071
     5,867,564Unallocated
     5,124
     956Total investment income
     $                                        5,357,487
     $                                        7,949,443Net increase (decrease) in netassets from operationsThe Portfolio*
     $                                     28,882,235
     $                                     39,210,285Real estate
     15,201,865
     (8,304,875)Unallocated
     (278,762)
     (182,662)Net increase in net assets fromoperations
     $                                     43,805,338
     $                                     30,722,748March 31, 2011
     December 31, 2010Net assetsThe Portfolio*
     $                                        676,381,917
     $                                     658,320,276Real estate
     13,584,383
     528,030Unallocated(1)
     (11,014,521)
     (10,812,175)Net assets
     $                                        678,951,779
     $                                     648,036,131
  *
     Belcrest Capital invests indirectly in the Portfolio through Belvedere Company.(1)
     Amounts include unallocated liabilities, net of unallocated assets. Unallocated liabilities primarily consist of outstanding Credit Facility borrowings not specifically used to fund real estate investments. As of March 31, 2011 and December 31, 2010, such borrowings that were primarily used to pay selling commissions and organization expenses totaled approximately $14,989,000. Unallocated assets primarily consist of direct cash held by the Fund and the Funds investment in Cash Reserves Fund. As of March 31, 2011 and December 31, 2010, such amounts totaled approximately $4,255,000 and $4,480,000, respectively. 18




Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations (MD&A). The information in this report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934, as amended (the Act). Forward-looking statements typically are identified by use of terms such as may, will, should, might, expect, anticipate, estimate, and similar words, although some forward-looking statements are expressed differently. The actual results of Belcrest Capital Fund LLC (the Fund) could differ materially from those contained in the forward-looking statements due to a number of factors. The Fund undertakes no obligation to update publicly any forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by applicable law. Factors that could affect the Funds performance include a decline in the U.S. stock markets or in general economic conditions, adverse developments affecting the real estate industry, or fluctuations in interest rates. The following discussion should be read in conjunction with the Funds unaudited condensed consolidated financial statements and related notes in Item 1. MD&A for the Quarter Ended March 31, 2011 Compared to the Quarter Ended March 31, 2010.(1) Performance of the Fund.The Funds investment objective is to achieve long-term, after-tax returns for shareholders. Eaton Vance Management (Eaton Vance), as the Funds manager, measures the Funds success in achieving its objective based on the investment returns of the Fund, using the S&P 500 Index (the Index) as the Funds primary performance benchmark. The Index is an unmanaged index of large-cap stocks commonly used as a measure of U.S. stock market performance. Eaton Vances primary focus in pursuing total return is on the Funds common stock portfolio, which consists of its indirect interest in Tax-Managed Growth Portfolio (the Portfolio). The Fund invests in the Portfolio through its interest in Belvedere Capital Fund Company LLC (Belvedere Company). The Funds performance will differ from that of the Portfolio primarily due to its investments outside the Portfolio and from maintaining an investment in the Portfolio that exceeds its net assets. 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s total return was 6.81% for the quarter ending March 31, 2011. This return reflects an increase in the Funds net asset value per share from $97.13 to $103.33 and a distribution of $0.40 per share during the period. The total return of the Index was 5.92% over the same period. Last year, the Fund had a total return of 5.79% for the quarter ending March 31, 2010. This return reflected an increase in the Funds redemption price per share from $80.33 to $84.74 and a distribution of $0.25 per share during the period. The Index had a total return of 5.39% over the same period. Performance of the Portfolio.Global equity markets posted solid gains during the first quarter of 2011, amidst negative international news that was dominated by the tragic earthquake and tsunami in Japan and political upheaval in North Africa and the Middle East. The U.S. economy has continued to show improvement. Consumer spending jumped in the fourth quarter of 2010, bolstering fourth-quarter gross domestic product, and the jobless rate fell to 8.8% in March 2011- the lowest level in two years. U.S. equity markets generally gained during the first quarter of 2011, with the Indexadvancing 5.92% for the quarter. In terms of investment styles, large-cap value stocks outperformed large-cap growth stocks, while small-cap value stocks underperformed small-cap growth stocks. In the broader market indices, small-cap stocks outperformed large-cap stocks for the three-month period. The Portfolio invests on a long-term basis in a broadly diversified portfolio consisting primarily of common stocks of established growth companies. For the quarter ending March 31, 2011, the Portfolio had a total return of 4.51%, underperforming the Index, its benchmark, which had a total return of 5.92%. For comparison, the total return of the Portfolio  (1)Past performance is no guarantee of future results. Investment return and principal value will fluctuate so that shares, when redeemed, may be worth more or less than their original cost. Total returns are historical and are calculated by determining the percentage change in net asset value with all distributions reinvested. Performance is for the stated time period only and is not annualized; due to market volatility, current performance of the Fund and of the Portfolio may be lower or higher than the quoted return. The performance of the Fund and the Portfolio is compared to that of their benchmark, the Index. It is not possible to invest directly in an index. 19




in the first quarter of 2010 was 5.86% compared to the 5.39% return of the Index during the period. Within the Index, the energy and industrials sectors recorded the strongest gains, outpacing the Indexs overall return, followed by the health care and telecommunications sectors. In comparison, the consumer staples, utilities, financials and information technology (IT) sectors were Index laggards during the quarter, though each had positive returns. The Portfolios underweighting and stock selection in the energy sector detracted the most from performance compared to the Index. Stock selection in the consumer discretionary and health care sectors also hurt performance on a relative basis. Stock selection and overweighting in the consumer staples sector further detracted from the Portfolios performance, as did the Portfolios overweighting in the lagging IT sector. This IT allocation impact was mitigated, however, by stock selection as the Portfolios investments within the IT services and software industries outperformed those in the Index. The Portfolios underweighting and stock selection in the financials sector provided the biggest boost to relative performance. Within that sector, diversified financial services and insurance stocks made the largest contributions to the Portfolios return. Overweighting the industrials sector also helped the Portfolios performance and was further bolstered by stock selection in the machinery industry. Finally, the Portfolios underweighting of the utilities sector and stronger stock selection within telecommunication services also made a positive contribution to its relative performance. Performance of Real Estate Investments.The Funds real estate investments are held through Belcrest Realty Corporation (Belcrest Realty). As of March 31, 2011, real estate investments included: a real estate joint venture (Real Estate Joint Venture), Lafayette Real Estate LLC (Lafayette); a tenancy-in-common interest in real property (Co-owned Property), Bel Stamford I LLC (Bel Stamford I); and a portfolio of preferred equity interests in real estate operating partnerships (Partnership Preference Units) affiliated with publicly traded real estate investment trusts. Lafayette owns office properties and Bel Stamford I owns an interest in an office property leased to a single tenant. During the quarter ending March 31, 2011, Belcrest Realty entered into a transaction with the issuer of two of its Partnership Preference Units, whereby the Partnership Preference Units were exchanged for preferred stock and sold in a public offering for approximately $52.5 million. The sale resulted in a gain of $8.4 million as compared to the fair value at December 31, 2010, but a $2.5 million loss against the aggregate cost basis of the investments. The net proceeds from the sale were used to pay down a portion of the Funds credit facility. The Funds real estate investments produced positive returns for the quarter ending March 31, 2011, due principally to the gain on the sale of Partnership Preference Units, an increase in the fair value of Lafayette and net investment income generated during the period. The performance of commercial real estate in general has benefited from the continued improvement in economic and capital market conditions in 2010 and the first quarter of 2011. The improvement in commercial real estate performance is still uneven, with investors focused on high quality properties in certain core markets. Further improvements of investment values and fundamentals will be largely dependent on continued economic recovery, job growth and availability of capital. The fair value of Belcrest Realtys continuing investments in Partnership Preference Units remained generally flat during the quarter. During the quarter ending March 31, 2011, the Funds net investment income from real estate investments was approximately $3.5 million compared to approximately $5.9 million for the quarter ending March 31, 2010, a decrease of $2.4 million or 41%. The decrease was principally due to the sale of Belcrest Realtys interest in a Real Estate Joint Venture, Allagash Property Trust (Allagash), in November 2010. For the quarter ending March 31, 2010, the Funds net investment income from real estate investments decreased due principally to decreases in the net investment income from Allagash. The fair value of the Funds real estate investments was approximately $90.6 million at March 31, 2011 compared to approximately $130.7 million at December 31, 2010, a net decrease of $40.1 million or 31%. The net decrease was due to the sale of Partnership Preference Units during the quarter partially offset by increases in the fair value of Lafayette. 20




Liquidity and Capital Resources. Outstanding Borrowings.The Fund has entered into a credit arrangement with Bank of America (the Credit Facility). The Credit Facility may be terminated by the lender on or after September 24, 2012 provided 180 days notice is given. The Fund may terminate the Credit Facility upon 30 days notice. In the event the lender exercises its ability to terminate the Credit Facility, the Fund will seek alternative financing arrangements. In March 2011, the Credit Facility was amended to decrease the commitment by $65.0 million from an aggregate amount available for borrowing of $200.0 million to $135.0 million. In addition, the amendment extended the date after which the lender may terminate the Credit Facility (on 180 days written notice) from September 24, 2011 to September 24, 2012, reduced the rate of interest the Fund pays on outstanding borrowings from an amount equal to the three-month London Interbank Offered Rate (LIBOR) plus 1.75% per annum to three-month LIBOR plus 1.50% per annum and reduced the commitment fee the Fund pays on the unused commitment amount from 0.40% per annum to 0.25% per annum. As of March 31, 2011, the Fund had outstanding borrowings under the Credit Facility of $91.0 million. The unused portion of the Credit Facility totaled $44.0 million as of March 31, 2011. Obligations under the Credit Facility are without recourse to shareholders. The Fund is required under the Credit Facility to maintain at all times a specified asset coverage ratio. To comply with the terms of the Credit Facility, the Fund may be required to dispose of assets on unfavorable terms if market fluctuations or other factors reduce the required asset coverage to less than the prescribed amount. The rights of the lenders under the Credit Facility to receive payments of interest on and repayments of principal of borrowings are senior to the rights of the shareholders. Under the terms of the Credit Facility, the Fund is not permitted to make distributions of cash or securities while there is outstanding any event of default under the Credit Facility. During such periods, the Fund would not be able to honor redemption requests or make cash distributions. The Credit Facility is secured by a pledge of the Funds assets, excluding the Funds real estate investments. Following an event of default under the Credit Facility, the lender could elect to sell pledged assets of the Fund without regard to the tax or other consequences of such action for the shareholders. Item 3. Quantitative and Qualitative Disclosures About Market Risk. Interest Rate Risk.The Funds primary exposure to interest rate risk arises from its real estate investments that are financed by the Fund with floating rate borrowings under the Credit Facility and by fixed-rate mortgage notes secured by the real property of the Real Estate Joint Venture and Co-owned Property. Partnership Preference Units are fixed-rate instruments whose values will generally decrease when interest rates rise and increase when interest rates fall. The interest rates on borrowings under the Credit Facility are reset at regular intervals based on three-month LIBOR. The Fund has entered into an interest rate swap agreement to fix the cost of a portion of its borrowings under the Credit Facility. Pursuant to the agreement, the Fund makes periodic payments to the counterparty at predetermined fixed rates in exchange for floating rate payments that fluctuate with one-month LIBOR. The Funds interest rate swap agreement will generally increase in value when interest rates rise and decrease in value when interest rates fall. In the future, the Fund may use other interest rate hedging arrangements (such as caps, floors and collars) to fix or limit borrowing costs. The use of interest rate hedging arrangements is a specialized activity that can expose the Fund to significant loss. The following table summarizes the contractual maturities and weighted-average interest rates associated with the Funds significant non-trading financial instruments. The Fund has no market risk sensitive instruments held for trading purposes. This information should be read in conjunction with Notes 7 and 8 to the Funds unaudited condensed consolidated financial statements in Item 1. 21




Interest Rate SensitivityCost, Principal (Notional) Amountby Contractual Maturity and Callable Datefor the Twelve Months Ended March 31,*Fair Value asof March 31,2012
     2013
     2014
     2015
     2016
     Thereafter
     Total
     2011Rate sensitive liabilities:Long-term debt:Variable-rate Credit Facility
     
     $91,000,000
     
     
     
     
     $91,000,000
     $91,000,000Average interest rate
     
     1.80%
     
     
     
     
     1.80%Rate sensitive derivativefinancial instruments:Pay fixed/receive variable
     
     
     
     $ 3,870,000
     
     $ 3,870,000
     $(639,088)interest rate swap agreementsAverage pay rate
     
     
     
     
     6.29%
     
     6.29%Average receive rate
     
     
     
     
     0.54%
     
     0.54%Rate sensitiveInvestments:Fixed-rate PartnershipPreference Units:Essex Portfolio, L.P.,7.875% Series BCumulative RedeemablePreferred Units,Callable 12/31/09,Current Yield: 8.80%
     $15,209,090
     
     
     
     
     
     $ 15,209,090
     $13,418,010Liberty PropertyLimited Partnership,7.45% Series BCumulative RedeemablePreferred Units,Callable 8/31/09,Current Yield: 8.60%
     $ 6,250,000
     
     
     
     
     
     $ 6,250,000
     $ 5,415,000Vornado Realty L.P., 7%Series D-10 CumulativeRedeemable Preferred Units,Callable 11/17/08,Current Yield: 8.37%(1)
     $ 7,787,646
     
     
     
     
     
     $ 7,787,646
     $10,031,417
  *
     The amounts listed reflect the Funds positions as of March 31, 2011. The Funds current positions may differ.(1) Belcrest Realtys interest in these Partnership Preference Units is held through Bel Holdings LLC. 22




Item 4. Controls and Procedures. Fund Governance.As the Funds manager, the complete and entire management, control and operation of the Fund are vested in Eaton Vance. The Funds Chief Executive Officer and Chief Financial Officer intend to report to the Audit Committee of the Board of Directors of Eaton Vance, Inc. (the sole trustee of Eaton Vance) any significant deficiency in the design or operation of internal control over financial reporting which could adversely affect the Funds ability to record, process, summarize and report financial data, and any fraud, whether or not material, that involves management or other employees who have a significant role in the Funds internal control over financial reporting. Disclosure Controls and Procedures.Eaton Vance, as the Funds manager, evaluated the effectiveness of the Funds disclosure controls and procedures (as defined by Rule 13a-15(e) of the Act) as of the end of the period covered by this report, with the participation of the Funds Chief Executive Officer and Chief Financial Officer. The Funds disclosure controls and procedures are the controls and other procedures that the Fund designed to ensure that information required to be disclosed by the issuer in the reports that it files or submits under the Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commissions rules and forms. Based on that evaluation, the Funds Chief Executive Officer and Chief Financial Officer concluded that, as of March 31, 2011, the Funds disclosure controls and procedures were effective. Internal Control Over Financial Reporting.There were no changes in the Funds internal control over financial reporting that occurred during the quarter ending March 31, 2011 that have materially affected or are reasonably likely to materially affect the Funds internal control over financial reporting. 23




PART II. OTHER INFORMATION Item 1. Legal Proceedings. Although in the ordinary course of business the Fund and its subsidiaries may become involved in legal proceedings, the Fund is not aware of any material pending legal proceedings to which they are subject. Item 1A. Risk Factors. There have been no material changes from risk factors as previously disclosed in the Funds Form 10-K for the year ending December 31, 2010 in response to Item 1A to Part I of Form 10-K. Item 2. Unregistered Sales of Equity Securities and Use of Proceeds. As described in the Funds Annual Report on Form 10-K for the year ending December 31, 2010, shares of the Fund generally may be redeemed on any business day. The redemption price will be based on the net asset value next computed after receipt by the Fund of a written redemption request from a shareholder, including a proper form of signature guarantee and such other documentation the Fund and the transfer agent may then require. The Fund may, at its discretion, accept redemption requests submitted by facsimile transmission, although an original letter of instruction and supporting documents must be delivered before proceeds are delivered. Once accepted, a redemption request may not be revoked without the consent of the Fund. Settlement of redemptions will ordinarily occur within five business days of receipt by the Funds transfer agent of the original redemption request in good order, and (if applicable) promptly following registration and processing of stock certificates by the transfer agent of the issuer of the distributed securities. The right to redeem is available to all shareholders and all outstanding Fund shares generally are eligible for redemption. During each month in the quarter ending March 31, 2011, the total number of shares redeemed and the average price paid per share were as follows: Total No. of Shares
     Average Price PaidMonth Ending
     Redeemed(1)
     Per ShareJanuary 31, 2011
     22,281.230
     $99.40February 28, 2011
     9,813.107
     $102.27March 31, 2011
     77,304.096
     $101.81Total
     109,398.433
     $101.29
  (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. Removed and Reserved.Item 5. Other Information.None. 24




Item 6. Exhibits. (a)
     The following is a list of all exhibits filed as part of this Form 10-Q:4.3 (b)
     First Amendment dated March 24, 2011 to Master Credit Agreement among the Fund, the other borrowersthereunder, Bank of America N.A. and each of the other Lenders thereunder, and Bank of America N.A. asadministrative agent filed herewith.31.1
     Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 200231.2
     Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 200232.1
     Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 200232.2
     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 thereunto duly authorized officer on May 10, 2011. BELCREST CAPITAL FUND LLC/s/ Andrew C. Frenette Andrew C. FrenetteChief Financial Officer(Duly Authorized Officer andPrincipal Financial Officer) 26




EXHIBIT INDEX4.3 (b)
     First Amendment dated March 24, 2011 to Master Credit Agreement among the Fund, the other borrowersthereunder, Bank of America N.A. and each of the other Lenders thereunder, and Bank of America N.A. asadministrative agent filed herewith.31.1
     Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 200231.2
     Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 200232.1
     Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 200232.2
     Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
  27