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EXHIBIT 4.2(d) 


	 	AMENDMENT NO. 4 dated as of June 30, 2006
      
(this “Amendment”) to the LOAN AND
      
SECURITY AGREEMENT dated as of July 15,
      
2003, amended by Amendment No. 1 dated March
      
16, 2004, Amendment No. 2 dated August 3, 2004
      
and Waiver and Amendment No. 3 dated
      
September 8, 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 BELAIR CAPITAL 
FUND LLC, a Massachusetts
      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”).




WHEREAS, 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 $100,000,000; 

WHEREAS, the Borrower has requested the Required
Lenders to decrease the amount of the revolving credit facility by $45,000,000
to an aggregate principal amount of $55,000,000; 

WHEREAS, the Borrower has requested and the Required
Lenders have agreed, subject to the terms and conditions of this Amendment, to
amend certain provisions of the Credit Agreement, as set forth
herein;

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


SECTION 1. Amendments. Subject to the satisfaction of the
conditions precedent set forth in Section 3 hereof, the Credit Agreement is
hereby amended as of the Effective Date (as defined in Section 3 hereof) as
follows: 

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


“‘Maximum Loan
Amount’ shall mean $55,000,000.” 


(B) Schedule 1.1 of the Credit Agreement is hereby amended by deleting the
figure “$100,000,000” and inserting the figure “$55,000,000” in lieu thereof.


SECTION 2. 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 3. 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 3 (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 the Required Lenders and the Borrower;


(B) the
Agent shall have received a new Note executed by the Borrower in an aggregate
principal amount of $55,000,000 to be exchanged for and replace the prior Note
delivered by the Borrower in an aggregate principal amount of $100,000,000;


(C) the
Borrower shall have received from the Agent the prior Note in an aggregate
principal amount of $100,000,000 for cancellation; 

(D) the
Agent shall have received the written opinion of counsel to the Borrower, dated
the date hereof and addressed to the Agent, in form and substance satisfactory
to counsel to the Agent; 

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

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

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SECTION 4. Miscellaneous.

(A) Capitalized terms used herein and not otherwise defined herein shall
have the meanings as defined in the Credit Agreement. 

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

(C) The
amendments herein contained are limited specifically to the matters set forth
above and do not constitute directly or by implication an amendment or waiver of
any other provision of the Credit Agreement or any default which may occur or
may have occurred under the Credit Agreement. 

(D) 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. 

(E) This
Amendment shall constitute a Fundamental Document. 

(F) 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:  	  	 
	  	 
    
	  
	BELAIR CAPITAL FUND LLC, as
      Borrower  
	  
	By:  	  	EATON VANCE MANAGEMENT, as 
  
	 
	  	Manager  	  	 
    
	  
	  
	By:  	  	 
	  	_/s/ Andrew
      Frenette_____  
	Name:  	  	 Andrew Frenette  
	Title:  	  	 Vice President  
	Address:  	  	 The Eaton Vance Building 
    
	 
	  	 
	  	 255 State Street  
	 
	  	 
	  	 Boston, Massachusetts
      02109  
	Telephone
      No.:          
               (617)
      482-8260  
	Telecopier
      No.:          
               (617) 482
      3836  






	Lenders:  	  	 
	  	 
    
	  
	MERRILL LYNCH MORTGAGE CAPITAL, 
    
	INC., individually and as Agent 
    
	  
	By:                                        
      /s/ Joshua A. Green_______  
	Name:  	  	Joshua A. Green  
	Title:  	  	Vice President  
	Address:  	  	4 World Financial Center  
	 
    	  	10th Floor  
	 
    	  	New York, New York 10080  
	Telephone
      No.:              
                  (212) 449-7330  
	Telecopier
      No.:                   
             (212)
      449-6673  






	Swap Provider: 	 	 
	 
	MERRILL LYNCH CAPITAL SERVICES, INC., 
	as Swap Provider 
	 
	By:                                    
      /s/Joshua A. Green______ 
	Name: 	 	Joshua A. Green 
	Title: 	 	Vice President 
	Address: 	 	4 World Financial Center 
	 	 	12th Floor 
	 	 	New York, New York 10080 
	Telephone
      No.:             
              (212) 449-8169 
	Telecopier
      No.:             
              (212)
  449-6993