|EXHIBIT 4.2(c)
|--------------

AMENDMENT NO. 3 dated as of October 14, 2005 (this
Amendment) to the LOAN AND
SECURITY AGREEMENT dated as of July 15, 2003, as amended by Amendment No. 1
dated as of November 4, 2003 and Amendment No. 2 dated as of August 3, 2004 (as
the same may be further amended, supplemented or otherwise modified, renewed or
replaced from time to time, the Credit
Agreement), by and among BELROSE CAPITAL FUND LLC, a
Delaware limited liability company (the Borrower), the Lenders referred to therein,
Merrill Lynch Mortgage Capital, Inc., a Delaware corporation, as agent (the
Agent), and Merrill Lynch
Capital Services, Inc., a Delaware corporation (the Swap Provider).



|INTRODUCTORY
      STATEMENT
|----------------------------

On July 15, 2003, the
Borrower, the Lenders, the Agent and the Swap Provider entered into the Credit
Agreement pursuant to which the Lenders made available to the Borrower a
revolving credit facility in the aggregate principal amount of $57,000,000.

The Borrower now has
requested that the Lenders increase the amount available under the revolving
credit facility by $75,000,000 to an aggregate principal amount of $132,000,000.

Accordingly, in
consideration of the premises and of the mutual agreements herein contained, the
parties hereto agree as follows:

SECTION 1.Defined Terms. Capitalized
terms used herein and not otherwise defined herein shall have the meanings given
them in the Credit Agreement.

SECTION 2.Amendments. Subject to the
satisfaction of the conditions precedent set forth in Section 4 hereof, the
Credit Agreement is hereby amended as of the Effective Date (as defined in
Section 4 hereof), as follows:

(A) Article 1 of
the Credit Agreement is hereby amended by amending and restating the following
definitions in their entirety to read as follows:

 Applicable Margin shall
mean 0.38% .

 Maximum Loan Amount shall
mean $132,000,000.

(B) Schedule 1.1
to the Credit Agreement is hereby amended by deleting the figure $57,000,000
and inserting the figure $132,000,000 in lieu thereof.

SECTION 3.Representations and Warranties.
The Borrower hereby represents and warrants that:

(A)after giving effect to
this Amendment, the representations and warranties contained in the Credit
Agreement are true and correct in all material respects on and as of the date
hereof as if such representations and warranties had been made on and as of the
date hereof (except to the extent that any such representations and warranties
specifically relate to an earlier date); and

(B)after giving effect to
this Amendment, no Event of Default or Default will have occurred and be
continuing on and as of the date hereof.

SECTION 4.Conditions Precedent. The
effectiveness of this Amendment is subject to the satisfaction in full of each
of the conditions precedent set forth in this Section 4 (the date on which all
such conditions have been satisfied being herein called the Effective Date):

(A)the Agent shall have
received executed counterparts of this Amendment which, when taken together,
bear the signatures of all of the Lenders and the Borrower;

(B)the Agent shall have
received a new Note (the ReplacementNote) duly executed
on behalf of the Borrower in an aggregate principal amount of $132,000,000 to be
exchanged for and replace the prior Note delivered by the Borrower;

(C)the Agent shall have
received such other documents as the Agent may reasonably request; and

(D)all legal matters incident
to this Amendment shall be satisfactory to counsel to the Agent.

SECTION 5.Expenses. The Borrower agrees
to pay all reasonable expenses incurred by the Agent and the Lenders in
connection with, or growing out of, the negotiation, preparation, execution and
delivery of this Amendment and any other documentation contemplated hereby,
including, but not limited to, the reasonable fees and disbursements of any
counsel for the Agent and the Lenders.

SECTION 6.Miscellaneous.

(A)Except as expressly
amended hereby, the Credit Agreement shall remain in full force and effect in
accordance with the original terms thereof.

(B)The amendments herein
contained are limited specifically to the matters set forth above and do not
constitute directly or by implication an amendment or



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waiver of any other provision of the Credit
Agreement or any default which may occur or may have occurred under the Credit
Agreement.

(C)This Amendment may be
executed in any number of counterparts, each of which shall constitute an
original, but all of which when taken together shall constitute one and the same
instrument.

(D)This Amendment shall constitute a Fundamental
Document.

This Amendment shall be governed by, and construed
in accordance with, the laws of the State of New York.



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IN WITNESS WHEREOF,
the undersigned have caused this Amendment to be duly executed as of the date
first written above.

Borrower:BELROSE CAPITAL FUND LLC, as BorrowerBy:
    
    EATON VANCE MANAGEMENT, asManagerBy:
    
    
    
    /s/ William R.
      CrossName:
    
    William R. CrossTitle:
    
    Vice PresidentAddress:
    
    The Eaton Vance Building255 State StreetBoston, Massachusetts 02109Telephone No.:
    
    (617) 482-8260Telecopier No.:
    
    (617) 482 3836


Lenders:MERRILL LYNCH MORTGAGE CAPITAL,INC., individually and as AgentBy:
    
    /s/ Joshua A. GreenName:
    
    Joshua A. GreenTitle:
    
    Vice PresidentAddress:
    
    4 World Financial Center10th FloorNew York, New York 10080Telephone No.:
    
    (212) 449-7330Telecopier No.:
    
    (212) 449-6673


Swap Provider:MERRILL LYNCH CAPITAL SERVICES, INC.,as Swap ProviderBy:
    
    /s/ Joshua A. GreenName:
    
    Joshua A. GreenTitle:
    
    Vice PresidentAddress:
    
    4 World Financial Center12th FloorNew York, New York 10080Telephone No.:
    
    (212) 449-8169Telecopier No.:
    
    (212) 449-6993