UNITED ~~STATESSECURITIES~~STATES SECURITIES AND EXCHANGE ~~COMMISSIONWashington~~COMMISSION Washington, D.C. 20549 FORM 10-Q

~~FORM 10~~[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, 2009 [ ] Transition Report Pursuant to Section 13 or 15(d) of the Act For the transition period from _________ to _____________ Commission File Number 000-Q32633 Belmar Capital Fund LLC (Exact Name of Registrant as Specified in Its Charter)

[X]	Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Delaware	04-3508106
	For the quarterly period ended September 30, 2005
(State of Organization)	(I.R.S. Employer Identification No.)
[ ]	Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Two International Place
	For the transition period from	to
Boston, Massachusetts	02110
(Address of Principal Executive Offices)	(Zip Code)
Registrant’s Telephone Number, Including Area Code:	617-482-8260

~~Commission File~~The ~~No.~~Eaton ~~000-32633~~Vance Building 255 State Street Boston, Massachusetts 02109 (Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report)

~~Belmar~~Indicate ~~Capital~~by ~~Fund~~check ~~LLC~~mark whether the Registrant: (~~Exact~~1) ~~name~~has filed all reports required to be filed by Section 13 or 15(d) of ~~registrant~~the asAct ~~specified~~during inthe ~~its~~preceding ~~charter~~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 __

Delaware		04-3508106
(State of organization)		(I.R.S. Employer Identification No.)
The Eaton Vance Building
255 State Street
Boston, Massachusetts		02109
(Address of principal executive offices)		(Zip Code)
Registrant’s telephone number:		617-482-8260

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 __

~~None~~Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. (~~Former~~See ~~Name~~definitions of “large accelerated filer,” ~~Former~~“accelerated ~~Address~~filer” “and ~~Former~~“smaller ~~Fiscal~~reporting ~~Year,~~company” ifin ~~changed~~Rule ~~since~~12b-2 ~~last~~of ~~report~~the Act).

~~Indicate~~Large ~~by check~~Accelerated ~~mark~~Filer X Accelerated ~~whether~~Filer ~~the~~__ Non-Accelerated ~~registrant~~Filer ~~(1)~~__ Smaller ~~has~~Reporting ~~filed~~Company 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~~ (Do ~~__X__~~not NOcheck ~~_____~~if a smaller reporting company)

Indicate by check mark whether the ~~registrant~~Registrant is ana ~~accelerated~~shell ~~filer~~company (as defined in Rule 12b-2 of the ~~Securities Exchange~~ Act ~~of 1934~~).Yes __ No X

~~YES __X__ NO _____~~1

	Belmar Capital Fund LLC	~~Belmar Capital Fund LLC~~
	Index to Form 10-Q	~~Index to Form 10-Q~~
PART I		FINANCIAL INFORMATION	Page
PART I.	FINANCIAL INFORMATION	Page
Item	1.	Financial Statements
Item 1.	Financial Statements (Unaudited).	3
	Condensed Consolidated Statements of Assets and Liabilities as of	~~Condensed Consolidated Statements of Assets and Liabilities as of~~
		September 30, 2005 (Unaudited) and December 31, 2004	3
	March 31, 2009 and December 31, 2008	3
		Condensed Consolidated Statements of Operations (Unaudited) for the
	Condensed Consolidated Statements of Operations for the Three Months
		Three Months Ended September 30, 2005 and 2004 and for the Nine Months
	Ended March 31, 2009 and 2008	4
		Ended September 30, 2005 and 2004	4
	Condensed Consolidated Statements of Changes in Net Assets for the Three Months
		Condensed Consolidated Statements of Changes in Net Assets for the
	Ended March 31, 2009 and the Year Ended December 31, 2008	6
		Nine Months Ended September 30, 2005 (Unaudited) and the Year
	Condensed Consolidated Statements of Cash Flows for the Three Months
		Ended December 31, 2004	6
	Ended March 31, 2009 and 2008	7
		Condensed Consolidated Statements of Cash Flows (Unaudited) for the
	Financial Highlights for the Three Months Ended March 31, 2009 and the Year
		Nine Months Ended September 30, 2005 and 2004	7
	Ended December 31, 2008	9
		Financial Highlights for the Nine Months Ended
	Notes to Condensed Consolidated Financial Statements as of March 31, 2009	10
		September 30, 2005 (Unaudited) and the Year Ended December 31, 2004	9
Item 2.	Management’s Discussion and Analysis of Financial Condition
		Notes to Condensed Consolidated Financial Statements
	and Results of Operations (MD&A).	19
		as of September 30, 2005 (Unaudited)	10
Item 3.	Quantitative and Qualitative Disclosures About Market Risk.	21
Item	2.	Management’s Discussion and Analysis of Financial Condition (MD&A)
Item 4.	Controls and Procedures.	23
		and Results of Operations	17
PART II.	OTHER INFORMATION
Item	3.	Quantitative and Qualitative Disclosures About Market Risk	22
Item 1.	Legal Proceedings.	25
Item	4.	Controls and Procedures	23
Item 1A.	Risk Factors.	25
PART II		OTHER INFORMATION
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.	25
Item	1.	Legal Proceedings	23
Item 3.	Defaults Upon Senior Securities.	25
Item	2.	Unregistered Sales of Equity Securities and Use of Proceeds	24
Item 4.	Submission of Matters to a Vote of Security Holders.	25
Item	3.	Defaults Upon Senior Securities	24
Item 5.	Other Information.	25
Item	4.	Submission of Matters to a Vote of Security Holders	24
Item 6.	Exhibits.	25
Item	5.	Other Information	24
SIGNATURES		27
Item	6.	Exhibits	24
EXHIBIT INDEX		28
SIGNATURES			25
EXHIBIT INDEX			26

PART I. FINANCIAL INFORMATION
Item 1. Financial Statements.
BELMAR CAPITAL FUND LLC
Condensed Consolidated Statements of Assets and Liabilities
Condensed Consolidated Statements of Assets and Liabilities (Unaudited)
	September 30, 2005		December 31,
	March 31, 2009	December 31, 2008
		(Unaudited)	2004
Assets:
Assets:
Investment in Belvedere Capital Fund Company LLC
Investment in Belvedere Capital Fund Company LLC
(Belvedere Company)	$ 470,223,531	$ 754,467,403
(Belvedere Company)	$	1,980,647,865	$ 2,015,871,844
Investment in Partnership Preference Units	55,970,831	69,243,983
Investment in Partnership Preference Units		53,980,844	63,687,600
Investment in Real Estate Joint Venture	64,809,922	76,958,507
Investment in other real estate		581,531,919	579,496,359
Investment in Co-owned Properties	14,990,886	19,217,446
Short-term investments		2,352,924	1,700,000
Affiliated investment	1,820,982	932,893
Total investments	$	2,618,513,552	$ 2,660,755,803
Total investments, at value	$ 607,816,152	$ 920,820,232
Cash	1,243,918	81,~~234~~451,~~305~~335	~~6,789,395~~
Open interest rate swap agreements, at value		8,364,927	2,701,342
Interest receivable from affiliated investment	211	1,221
Distributions and interest receivable		288	6,511
Total assets	$ 609,060,281	$ 922,272,788
Other assets		6,258,464	6,789,882
Liabilities:
Total assets	$	2,641,371,536	$ 2,677,042,933
Loan payable – Credit Facility	$ 171,800,000	$ 273,000,000
Liabilities:
Payable for Fund shares redeemed	1,006,772	273,198
Loan payable – Credit Facility	$	304,000,000	$ 290,000,000
Special Distributions payable	-	169,136
Mortgages payable		451,590,399	455,098,913
Interest payable for open interest rate swap agreements	100,371	63,019
Payable for Fund Shares redeemed		925,412	-
Open interest rate swap agreements, at value	5,804,747	6,073,508
Payable to affiliate for investment advisory and administrative fees	235,364	~~427~~265,~~890~~077	-
Payable to affiliate for distribution and servicing fees	129,404	~~578~~169,~~407~~974	-
Security deposits		619,173	502,487
Other accrued expenses:
Accrued expenses:
Interest expense	52,240	80,528
Swap interest expense		32,527	144,508
Other expenses and liabilities	522,840	532,344
Interest expense		1,971,943	1,903,452
Total liabilities	$ 179,651,738	$ 280,626,784
Property taxes		1,011,841	30,839
Net assets	$ 429,408,543	$ 641,646,004
Other expenses and liabilities		1,748,896	2,879,715
Shareholders’ capital	$ 429,408,543	$ 641,646,004
Minority interests in controlled subsidiaries		13,683,078	15,995,521
Shares outstanding (unlimited number of shares authorized)	8,810,175	10,471,655
Total liabilities	$	776,589,566	$ 766,555,435
Net asset value and redemption price per share	$ 48.74	$ 61.27
Net assets	$	1,864,781,970	$ 1,910,487,498
Shareholders’ Capital	$	1,864,781,970	$ 1,910,487,498
Shares outstanding		20,149,568	20,880,411
Net asset value and redemption price per Share	$	92.55	$ 91.50

See notes to unaudited condensed consolidated financial statements

BELMAR CAPITAL FUND LLC
Condensed Consolidated Statements of Operations (Unaudited)
	Three Months Ended	~~Three Months Ended~~				~~Nine Months Ended~~
	September 30, 2005		September 30, 2004		September 30, 2005		September 30, 2004
	March 31, 2009	March 31, 2008
Investment Income:
Dividends allocated from Belvedere Company
(net of foreign taxes of $50,880, $79,280,
(net of foreign taxes, $11,389 and $29,503, respectively)	$ 3,822,746	$ 7,407,144
$414,469 and $324,083, respectively)	$	7,754,451	$	7,130,416	$	24,483,494	$	21,458,195
Interest allocated from Belvedere Company	19,080	85,519
Interest allocated from Belvedere Company		50,178		12,098		148,210		67,873
Security lending income allocated from
Expenses allocated from Belvedere Company		(2,975,165)		(2,857,329)		(8,812,238)		(8,734,857)
Belvedere Company, net	-	28,978
Net investment income allocated from
Expenses allocated from Belvedere Company	(902,803)	(2,291,794)
Belvedere Company	$	4,829,464	$	4,285,185	$	15,819,466	$	12,791,211
Net investment income allocated from Belvedere Company	$ 2,939,023	$ 5,229,847
Rental income		11,200,910		18,553,658		33,448,052		43,685,281
Net investment income from Real Estate Joint Venture	1,797,252	1,375,224
Distributions from Partnership Preference Units	1,474,063	~~625~~1,~~125~~942,156		~~2,656,063~~		~~1,918,083~~		~~12,865,212~~
Interest		126,283		118,907		515,343		504,354
Net investment income from Co-owned Properties	448,230	168,977
Total investment income	$	16,781,782	$	25,613,813	$	51,700,944	$	69,846,058
Rental income from Wholly Owned Property	-	4,540,258
Expenses:
Interest	241	683
Investment advisory and administrative fees	$	1,732,559	$	2,145,643	$	5,202,749	$	5,914,189
Interest allocated from affiliated investment	5,009	36,004
Property management fees		176,376		438,736		522,035		1,102,334
Expenses allocated from affiliated investment	(3,601)	(4,300)
Distribution and servicing fees		895,473		885,242		2,635,022		2,738,036
Total investment income	$ 6,660,217	$ 13,288,849
Interest expense on mortgages		6,573,884		7,325,098		19,612,406		20,924,661
Expenses:
Interest expense on Credit Facility		2,813,072		2,699,050		7,484,339		5,647,769
Investment advisory and administrative fees	$ 871,967	$ 1,793,337
Property and maintenance expenses		344,535		3,329,290		1,560,557		9,153,931
Distribution and servicing fees	217,884	665,697
Property taxes and insurance		928,871		1,884,234		2,806,513		4,226,575
Interest expense on Credit Facility	406,072	4,137,173
Miscellaneous		379,222		802,831		1,579,124		1,488,451
Interest expense on mortgage note	-	3,192,487
Total expenses	$	13,843,992	$	19,510,124	$	41,402,745	$	51,195,946
Custodian and transfer agent fee	16,669	25,322
Deduct-
Miscellaneous	158,747	135,767
Reduction of investment advisory
Total expenses	$ 1,671,339	$ 9,949,783
and administrative fees		469,993		455,190		1,384,279		1,404,063
Deduct –
Net expenses	$	13,373,999	$	19,054,934	$	40,018,466	$	49,791,883
Reduction of investment advisory and administrative fees	123,492	353,599
Net investment income before minority
Net expenses	$ 1,547,847	$ 9,596,184
interests in net income of
Net investment income	$ 5,112,370	$ 3,692,665
controlled subsidiaries	$	3,407,783	$	6,558,879	$	11,682,478	$	20,054,175
Minority interests in net income
of controlled subsidiaries		(289,744)		(854,163)		(759,625)		(855,891)
Net investment income	$	3,118,039	$	5,704,716	$	10,922,853	$	19,198,284

See notes to unaudited condensed consolidated financial statements

BELMAR 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)	$	6,527,748	$	1,379	$	7,883,696	$	11,420,583
Investment transactions in Partnership
Preference Units (identified cost basis)		-		4,063,620		4,349,676		40,590,325
Investment transactions in other real estate
(net minority interest in realized gain of
controlled subsidiaries of $307,905, $0,
$307,905 and $0, respectively)		1,616,502		908,060		1,616,502		908,060
Interest rate swap agreements (1)		(853,766)		(5,426,650)		(3,768,305)		(11,700,552)
Net realized gain (loss)	$	7,290,484	$	(453,591)	$	10,081,569	$	41,218,416
Change in unrealized appreciation (depreciation) -
Investments, securities sold short and foreign
currency allocated from Belvedere Company
(identified cost basis)	$	59,250,586	$	(46,048,567)	$	13,763,636	$	(552,457)
Investment in Partnership Preference Units
(identified cost basis)		(468,256)		(4,242,068)		(3,479,557)		(42,589,557)
Investment in other real estate
(net of minority interest in unrealized appreciation
(depreciation) of controlled subsidiaries of $(191,455),
$(372,466), $(2,515,829) and $(6,780,437), respectively)		473,784		(1,654,928)		6,602,730		(1,384)
Interest rate swap agreements		5,263,748		(6,086,810)		5,663,585		(839,623)
Net change in unrealized appreciation (depreciation)	$	64,519,862	$	(58,032,373)	$	22,550,394	$	(43,983,021)
Net realized and unrealized gain (loss)	$	71,810,346	$	(58,485,964)	$	32,631,963	$	(2,764,605)
Net increase (decrease) in net assets
from operations	$	74,928,385	$	(52,781,248)	$	43,554,816	$	16,433,679

BELMAR CAPITAL FUND LLC
Condensed Consolidated Statements of Operations (Unaudited) (Continued)

(1) Amounts include periodic payments made in connection with interest rate swap agreements of $853,766, $2,989,394, $3,768,305 and $9,263,296, respectively (Note 5).


	Three Months Ended
	March 31, 2009	March 31, 2008
Realized and Unrealized Gain (Loss)
Net realized gain (loss) –
Investment transactions in Belvedere Company
(investments and foreign currency) (identified cost basis)⁽¹⁾	$ (38,180,018)	$ 1,475,185
Investment transactions in Partnership Preference Units
(identified cost basis)	(4,603,724)	(37,143)
Interest rate swap agreements⁽²⁾	(1,858,354)	(687,655)
Net realized gain (loss)	$ (44,642,096)	$ 750,387

Change in unrealized appreciation (depreciation) –
Investment in Belvedere Company
(investments and foreign currency) (identified cost basis)	$ (48,564,189)	$ (148,007,755)
Investment in Partnership Preference Units
(identified cost basis)	868,493	(9,418,738)
Investment in Real Estate Joint Venture	(12,734,737)	(4,998,915)
Investment in Co-owned Properties	(4,455,500)	(2,027,529)
Interest rate swap agreements	268,761	(4,418,737)
Net change in unrealized appreciation (depreciation)	$ (64,617,172)	$ (168,871,674)

Net realized and unrealized loss	$ (109,259,268)	$ (168,121,287)

Net decrease in net assets from operations	$ (104,146,898)	$ (164,428,622)

⁽¹⁾	Amounts include net realized gain (loss) from redemptions in-kind of $(5,364,091) and $5,638,103, respectively.
⁽²⁾	Amounts represent net interest incurred in connection with interest rate swap agreements (Note 7).

See notes to unaudited condensed consolidated financial statements

BELMAR CAPITAL FUND LLC
Condensed Consolidated Statements of Changes in Net Assets
Condensed Consolidated Statements of Changes in Net Assets (Unaudited)
	Nine Months Ended		Year Ended
	Three Months Ended	Year Ended
	September 30, 2005		December 31,
	March 31, 2009	December 31, 2008
	(Unaudited)		2004
Increase (Decrease) in Net Assets:
Increase (Decrease) in Net Assets:
From operations –
From operations -
Net investment income	$ 5,112,370	$ 19,780,862
Net investment income	$	10,922,853	$ 25,224,494
Net realized loss from investment transactions, foreign
Net realized gain from investment transactions, securities sold short,
currency transactions and interest rate swap agreements	(44,642,096)	(2,157,203)
foreign currency transactions and interest rate swap agreements		10,081,569	57,671,882
Net change in unrealized appreciation (depreciation) of investments,
Net change in unrealized appreciation (depreciation) of investments,
foreign currency and interest rate swap agreements	(64,617,172)	(620,147,137)
securities sold short, foreign currency and interest rate swap
Net decrease in net assets from operations	$ (104,146,898)	$ (602,523,478)
agreements		22,550,394	52,072,410
Transactions in Fund shares –
Net increase in net assets from operations	$	43,554,816	$ 134,968,786
Net asset value of Fund shares issued to Shareholders
Transactions in Fund Shares -
in payment of distributions declared	$ 6,169,240	$ 6,934,828
Net asset value of Fund Shares issued to Shareholders in
Net asset value of Fund shares redeemed	(98,932,709)	(338,400,691)
payment of distributions declared	$	9,834,087	$ 10,101,552
Net decrease in net assets from Fund share transactions	$ (92,763,469)	$ (331,465,863)
Net asset value of Fund Shares redeemed		(75,725,130)	(129,608,009)
Distributions –
Net decrease in net assets from Fund Share transactions	$	(65,891,043)	$ (119,506,457)
Distributions to Shareholders	$ (15,327,094)	$ (18,208,683)
Distributions -
Special Distributions	-	(169,136)
Distributions to Shareholders	$	(23,369,301)	$ (25,586,688)
Total distributions	$ (15,327,094)	$ (18,377,819)
Total distributions	$	(23,369,301)	$ (25,586,688)
Net decrease in net assets	$ (212,237,461)	$ (952,367,160)
Net decrease in net assets	$	(45,705,528)	$ (10,124,359)
Net assets:
Net assets:
At beginning of period	$ 641,646,004	$ 1,594,013,164
At beginning of period	$	1,910,487,498	$ 1,920,611,857
At end of period	$ 429,408,543	$ 641,646,004
At end of period	$	1,864,781,970	$ 1,910,487,498

See notes to unaudited condensed consolidated financial statements

BELMAR CAPITAL FUND LLC
Condensed Consolidated Statements of Cash Flows (Unaudited)
		Nine Months Ended
	Three Months Ended
	September 30, 2005		September 30, 2004
Increase (Decrease) in Cash:	March 31, 2009	March 31, 2008
Cash Flows From (For) Operating Activities –
Cash Flows From Operating Activities –
Net increase in net assets from operations	$	43,554,816	$	16,433,679
Net decrease in net assets from operations	$ (104,146,898)	$ (164,428,622)
Adjustments to reconcile net increase in net assets from
Adjustments to reconcile net decrease in net assets from
operations to net cash flows from (for) operating activities -
operations to net cash flows provided by operating activities –
Net investment income allocated from Belvedere Company	(2,939,023)	(155,~~819~~229,~~466~~847)		~~(12,791,211)~~
Increase in escrow deposits				(265,697)
Net investment income from Real Estate Joint Venture	(1,797,252)	(1,375,224)
(Increase) decrease in other assets		2,147,574		(9,130,315)
Payments from Real Estate Joint Venture	1,211,100	890,852
Decrease in distributions and interest receivable		6,223		1,008,112
Net investment income from Co-owned Properties	(448,230)	(168,977)
Decrease in interest payable for open swap agreements		(111,981)		(80,848)
Payments from Co-owned Properties	219,290	395,840
Increase in payable to affiliate for investment advisory and
Increase in affiliated investment and interest receivable from affiliated investment	(887,079)	(678,811)
administrative fees		427,890		-
Decrease in distributions and interest receivable	-	94,122
Increase in payable to affiliate for distribution and servicing fees		578,407		-
Decrease in interest receivable for open interest rate swap agreements	-	28,765
Increase (decrease) in security deposits, accrued interest and
Decrease in other assets	-	11,050
accrued other expenses and liabilities		(945,642)		5,873,730
Decrease in payable to affiliate for investment advisory and administrative fees	(29,713)	(18,780)
Increase (decrease) in accrued property taxes		981,002		(705,236)
Decrease in payable to affiliate for distribution and servicing fees	(40,570)	(198,991)
Purchases of Partnership Preference Units		(20,000,000)		(88,924,869)
Increase in interest payable for open interest rate swap agreements	37,352	130,998
Proceeds from sales of Partnership Preference Units		30,576,875		341,436,352
Decrease in accrued interest and other accrued expenses and liabilities	(37,792)	(91,786)
Payments for investments in other real estate			(479,631,795)
Proceeds from sales of Partnership Preference Units	9,537,921	502,803
Proceeds from sale of investment in other real estate		4,078,517		159,062,857
Decreases in investment in Belvedere Company	102,500,000	11,000,000
Cash assumed in connection with acquisition
Net interest incurred on interest rate swap agreements	(1,858,354)	(687,655)
of other real estate investments		-		15,051
Net realized (gain) loss from investment transactions, foreign currency
Decrease in cash due to sale of majority interest in controlled
transactions and interest rate swap agreements	44,642,096	(750,387)
subsidiary		-		(395,135)
Net change in unrealized (appreciation) depreciation of investments,
(Increase) decrease in short-term investments		(652,924)		13,311,476
foreign currency and interest rate swap agreements	64,617,172	168,871,674
Improvements to rental property		(1,718,925)		(1,004,811)
Net cash flows provided by operating activities	$ 110,580,020	$ 8,297,024
Interest incurred on interest rate swap agreements		(3,768,305)		(9,263,296)
Cash Flows From Financing Activities –
Payment for termination of interest rate swap agreements				(2,437,256)
Proceeds from Credit Facility	$ -	$ 5,000,000
Minority interests in net income of controlled subsidiaries		759,625		855,891
Repayments of Credit Facility	(101,200,000)	-
Net realized gain from investment transactions,
Repayments of mortgage note	-	(1,343,071)
foreign currency transactions and interest rate swap agreements		(10,081,569)		(41,218,416)
Payments for Fund shares redeemed	(260,447)	(399,540)
Net change in unrealized (appreciation) depreciation of investments,
Distributions paid to Shareholders	(9,157,854)	(11,273,855)
foreign currency and interest rate swap agreements		(22,550,394)		43,983,021
Payment of Special Distributions	(169,136)	-
Net cash flows from (for) operating activities	$	7,461,723	$	(63,868,716)
Net cash flows used in financing activities	$ (110,787,437)	$ (8,016,466)
Cash Flows From (For) Financing Activities -
Net increase (decrease) in cash	$ (207,417)	$ 280,558
Proceeds from Credit Facility	$	33,000,000	$	347,000,000
Cash at beginning of period	$ 1,451,335	$ 1,143,960
Repayments of Credit Facility		(19,000,000)	(263,000,000)
Cash at end of period	$ 1,243,918	$ 1,424,518
Repayments of mortgages		(3,508,514)		(3,871,712)
Issuance of real estate joint venture preferred shares		240,000		-
Payments for Fund Shares redeemed		(2,108,941)		(2,169,077)
Distributions paid to Shareholders		(13,535,214)		(15,485,136)
Distributions paid to minority shareholders		(1,104,144)		(16,800)
Net cash flows (for) from financing activities	$	(6,016,813)	$	62,457,275
Net increase (decrease) in cash	$	1,444,910	$	(1,411,441)
Cash at beginning of period	$	6,789,395	$	6,605,096
Cash at end of period	$	8,234,305	$	5,193,655
See notes to unaudited condensed consolidated financial statements

See notes to unaudited condensed consolidated financial statements

BELMAR CAPITAL FUND LLC
Condensed Consolidated Statements of Cash Flows (Unaudited) (Continued)
	Nine Months Ended
	Three Months Ended
	September 30, 2005		September 30, 2004
	March 31, 2009	March 31, 2008
Supplemental Disclosure and Non-cash Investing and
Supplemental Disclosure and Non-cash Operating and
Financing Activities –
Interest paid on loan – Credit Facility	$ 7434,~~297,641~~360	$ 4,176,824	$	~~5,534,316~~
Interest paid on mortgages	$ 19,546,904		$	19,749,183
Interest paid on mortgage note	$ -	$ 3,197,188
Interest paid on swap agreements	$ 3,880,286		$	9,344,144
Interest paid on interest rate swap agreements, net	$ 1,821,002	$ 527,892
Market value of securities distributed in payment of
Reinvestment of distributions paid to Shareholders	$ 6,169,240	$ 6,934,828
redemptions	$ 72,690,777		$	113,459,174
Market value of securities distributed in payment of redemptions	$ 97,938,688	$ 88,947,879
Market value of real property and other assets, net of
current liabilities, assumed in conjunction with the
acquisition of other real estate	$	-	$	840,381,023
Market value of minority interests assumed in
conjunction with the acquisitions of other real estate	$	-	$	116,686,185
Mortgages assumed in conjunction with the acquisition
of other real estate	$	-	$	244,129,496
Market value of real property and other assets, net of
current liabilities, disposed of in conjunction with
the sale of other real estate	$	-	$	197,178,423
Market value of minority interests disposed of in conjunction with
the sale of other real estate	$	-	$	40,158,768
Non-cash change in working capital of real estate investments	$ 1,616,156		$	-

See notes to unaudited condensed consolidated financial statements

BELMAR CAPITAL FUND LLC
Condensed Consolidated Financial Statements (Continued)
Financial Highlights (Unaudited)
Financial Highlights		Nine Months Ended			Year Ended
	Three Months Ended	Year Ended
		September 30, 2005			December 31,
	March 31, 2009	December 31, 2008
		(Unaudited)			2004
Net asset value – Beginning of period	$ 61.270	$ 112.220
Net asset value – Beginning of period		$	91.500		$	86.280
Income (loss) from operations
Income (loss) from operations
Net investment income(1)	$ 0.544	$ 1.581
Net investment income (1)		$	0.531		$	1.170
Net realized and unrealized loss	(11.484)	(51.207)
Net realized and unrealized gain			1.639			5.200
Total loss from operations	$ (10.940)	$ (49.626)
Total income from operations		$	2.170		$	6.370
Distributions
Distributions
Distributions to Shareholders	$ (1.590)	$ (1.310)
Distributions to Shareholders		$	(1.120)		$	(1.150)
Special Distributions	-	(0.014)
Total distributions	$ (1.590)	$ (1.324)	~~(1.120)~~		$	~~(1.150)~~
Net asset value – End of period	$ 48.740	$ 61.270	~~92.550~~		$	~~91.500~~
Total Return (2)			2.44%			7.48%
Total Return(2)	(18.14)% (3)	(44.70)%
Ratios as percentage of average net assets (3)
Ratios as a percentage of average net assets
Expenses of Consolidated Real Property Subsidiaries
Investment advisory and administrative fees, distribution and
Interest and other borrowing costs	(4)		1.31%	(9)		1.47%
servicing fees and other operating expenses(4)(5)	1.69% (9)	1.34%
Operating expenses (4)			0.35%	(9)		0.94%
Interest and other borrowing costs(4)(6)	0.33% (9)	1.07%
Belmar Capital Fund LLC Expenses
Expenses of Wholly Owned Property(7)	-	0.55%
Interest and other borrowing costs	(5)(6)		0.54%	(9)		0.44%
Total expenses	2.02% (9)	2.96%
Investment advisory and administrative fees, distribution and
Net investment income(6)	4.22% (9)	1.74%
servicing fees and other Fund operating expenses (5)(7)			1.15%	(9)		1.23%
Ratios as a percentage of average gross assets(8)
Total expenses			3.35%	(9)		4.08%
Investment advisory and administrative fees, distribution and
Net investment income			0.79%	(9)		1.34%
servicing fees and other operating expenses(4)(5)	0.82% (9)	0.80%
Ratios as percentage of average gross assets (3)(8)
Interest and other borrowing costs(4)(6)	0.16% (9)	0.64%
Expenses of Consolidated Real Property Subsidiaries
Expenses of Wholly Owned Property(7)	-	0.34%
Interest and other borrowing costs	(4)		0.94%	(9)		1.01%
Total expenses	0.98% (9)	1.78%
Operating expenses (4)			0.25%	(9)		0.64%
Net investment income(6)	2.04% (9)	1.04%
Belmar Capital Fund LLC Expenses
Supplemental Data
Interest and other borrowing costs	(5)(6)		0.39%	(9)		0.30%
Net assets, end of period (000’s omitted)	$ 429,409	$ 641,646
Investment advisory and administrative fees, distribution and
Portfolio turnover of Tax-Managed Growth Portfolio(10)	0% (3)	1%
servicing fees and other Fund operating expenses (5)(7)			0.83%	(9)		0.86%
Total expenses			2.41%	(9)		2.81%
Net investment income			0.57%	(9)		0.93%
Supplemental Data
Net assets, end of period (000’s omitted)		$	1,864,782		$	1,910,487
Portfolio turnover of Tax-Managed Growth Portfolio (the Portfolio)			0.32%			3%

(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. ~~Total~~(except ~~return~~for isSpecial ~~not computed on an annualized basis~~Distributions).
(3)	~~For~~Not the purpose of calculating ratios, the income and expenses of Belmar Realty Corporation's (Belmar Realty) controlled subsidiaries are reduced by the proportionate interest therein of investors other than Belmar Realtyannualized.
(4)	Includes the expenses of Belmar Capital Fund LLC (Belmar Capital) and Belmar Realty’s ~~proportional~~Corporation ~~share~~(Belmar ofRealty). Does not include expenses ~~incurred~~of byBelmar ~~its~~Realty's ~~controlled~~Wholly ~~subsidiaries~~Owned Property.
(5)	Includes ~~the~~Belmar ~~expenses~~Capital’s share of ~~Belmar~~Belvedere Capital Fund Company LLC's (~~Belmar~~Belvedere ~~Capital~~Company) ~~and~~allocated ~~Belmar~~expenses, ~~Realty.~~including ~~Does~~those ~~not include~~ expenses ofallocated ~~Belmar~~from ~~Realty's~~Tax-Managed ~~controlled~~Growth ~~subsidiaries~~Portfolio.
(6)	Ratios do not include net interest earned or incurred in connection with ~~the~~ interest rate swap agreements. Had such amounts been included, ratios would be lower or higher.
(7)	~~Includes~~Represents ~~Belmar~~expenses ~~Capital’s~~incurred ~~share~~by ofBelmar ~~Belvedere Capital Fund Company LLC’~~Realty's ~~(Belvedere~~Wholly ~~Company)~~Owned ~~allocated expenses, including those expenses allocated from the Portfolio~~Property.
(8)	Average gross assets ismeans ~~defined as~~ the average daily amount of the value of all assets of Belmar Capital (including Belmar Capital’'s interest in Belvedere Company anand Belmar Capital’'s ratable share of the assets of its ~~directly~~direct and ~~indirectly~~indirect ~~controlled~~ subsidiaries), ~~without~~real ~~reduction~~estate byjoint ~~any~~ventures ~~liabilities.~~and ~~For~~co-owned ~~this~~real ~~purpose~~property investments), ~~the~~without ~~assets~~reduction ~~of Belmar Realty's controlled subsidiaries are reduced~~ by ~~the~~any ~~proportionate interest therein of investors other than Belmar Realty~~liabilities.
(9)	Annualized.
(10)	Excludes the value of portfolio securities contributed or distributed as a result of in-kind shareholder transactions. The portfolio turnover rate of Tax- Managed Growth Portfolio including in-kind contributions and distributions was 0% and 3% for the three months ended March 31, 2009 and the year ended December 31, 2008, respectively.

See notes to unaudited condensed consolidated financial statements

BELMAR CAPITAL FUND LLC as of ~~September~~March 3031, ~~2005 Notes to Condensed Consolidated Financial Statements (Unaudited)~~2009

Notes to Condensed Consolidated Financial Statements (Unaudited)

1 Basis of Presentation

The condensed consolidated interim financial statements of Belmar Capital Fund LLC (Belmar 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 ~~notes~~year ~~thereto~~ended December 31, 2008 included in the Fund’s ~~latest annual~~Annual ~~report~~Report on Form 10-K dated February 27, 2009. Results for interim periods are not necessarily indicative of those to be expected for the full fiscal year.

The ~~balance~~condensed ~~sheet~~consolidated statement of assets and liabilities at December 31, ~~2004~~ 2008 and the condensed consolidated statement of changes in net assets and the financial highlights for the year then ended have been derived from the December 31, ~~2004~~2008 audited financial statements but do not include all of the information and footnotes required by GAAP for complete financial statements as permitted by the instructions to Form 10-Q and Article 10 of Regulation S-X.

~~Certain~~ ~~amounts~~2 inRecently ~~the~~Issued ~~prior~~Accounting ~~periods’ condensed consolidated financial statements have been reclassified to conform with the current period presentation.~~ Pronouncements

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

~~Shareholders~~ inIn ~~Belmar~~April ~~Capital are entitled to restructure their Fund Share interests under what is termed an Estate Freeze Election. Under this election~~2009, ~~Fund~~the ~~Shares~~FASB ~~are~~issued ~~divided~~FSP ~~into Preferred Shares and Common Shares~~No. ~~Preferred~~FAS ~~Shares~~107-1 ~~have a preferential right over the corresponding Common Shares equal to (i) 95% of the original capital contribution made in respect of the undivided Shares from which the Preferred Shares~~ and ~~Common~~APB ~~Shares were derived~~28-1, ~~plus~~“Interim ~~(ii)~~Disclosures anabout ~~annuity~~Fair ~~priority~~Value ~~return~~of ~~equal~~Financial ~~to 8~~Instruments.5%” ofThis ~~the~~FSP ~~Preferred~~amends ~~Shares’~~FASB ~~preferential~~SFAS ~~interest~~No. in107, ~~the~~“Disclosures ~~original~~about ~~capital~~Fair ~~contribution~~Value of ~~the~~Financial ~~undivided~~Instruments,” ~~Fund Shares. The associated Common Shares are entitled~~ to ~~the~~require ~~remaining~~fair 5%value ofdisclosures ~~the~~about ~~original~~financial ~~capital~~instruments ~~contribution~~for ininterim ~~respect~~reporting ofperiods ~~the~~as ~~undivided~~well ~~Shares,~~as ~~plus any returns thereon~~ in ~~excess~~annual offinancial ~~the~~statements. ~~fixed~~This ~~annual~~FSP ~~priority~~also ofamends ~~the~~APB ~~Preferred~~Opinion ~~Shares~~No. ~~At September 30~~28, ~~2005~~“Interim ~~and~~Financial ~~December 31~~Reporting,” ~~2004,~~to ~~the~~require ~~Preferred~~those ~~Shares~~disclosures ~~were~~in ~~valued~~summarized atfinancial ~~$92.55~~information ~~and~~at ~~$91.50,~~interim ~~respectively,~~reporting ~~and the Common Shares had no value~~periods. ~~The~~FSP existence of restructured Fund Shares does not adversely affect Shareholders who do not make an election nor do the restructured Fund Shares have preferential rights to Fund Shares that have not been restructuredNo.~~Shareholders~~ ~~who~~107-1 ~~subdivide~~and ~~Fund~~APB ~~Shares~~28-1 ~~under~~is ~~this~~effective ~~election~~for ~~sacrifice~~interim ~~certain rights~~ and ~~privileges~~annual ~~that~~reporting ~~they~~periods ~~would~~ending ~~otherwise~~after ~~have~~June ~~with respect to the Fund Shares so divided~~15, ~~including~~2009. ~~redemption~~Management ~~rights~~is ~~and~~currently ~~voting~~evaluating ~~and consent rights. Upon~~ the ~~twentieth~~impact ~~anniversary of~~ the ~~issuance~~adoption of ~~the~~FSP ~~associated~~No. ~~undivided~~107-1 ~~Fund Shares to the original holders thereof, Preferred~~ and ~~Common~~APB ~~Shares~~28-1 will ~~automatically~~have ~~convert~~on ~~into~~the ~~full~~Fund’s ~~and~~financial ~~fractional~~statement ~~undivided Fund Shares~~disclosures. 10

3 ~~Investment Transactions~~10

~~The following~~3 ~~table~~Fair ~~summarizes~~Value ~~the Fund’s investment transactions, other than short-term obligations, for the nine months ended September 30, 2005 and 2004:~~ Hierarchy

		Nine Months Ended
Investment Transactions		September 30, 2005	September 30, 2004
Decreases in investment in Belvedere Capital Fund Company LLC	$	72,690,777	$	113,459,174
Acquisition of other real estate (1)	$	-	$	479,631,795
Sales of other real estate (2)	$	4,078,517	$	159,062,857
Purchases of Partnership Preference Units (3)	$	20,000,000	$	88,924,869
Sales of Partnership Preference Units (4)	$	30,576,875	$	341,436,352

SFAS No. 157, “Fair Value Measurements,” establishes a three-tier hierarchy to prioritize the assumptions, referred to as inputs, used in valuation techniques to measure fair value. The three levels of the fair value hierarchy under SFAS No. 157 are described below.

(1)	In January 2004, Belmar Realty Corporation (Belmar Realty) purchased an indirect investment in real property through its wholly–owned subsidiary, Bel Stamford Investors, LLC (Bel Stamford) for $16,058,060. On June 30, 2004 and August 4, 2004, Belmar Realty purchased an indirect investment in real property through two controlled subsidiaries, Brazos Property Trust (Brazos) and Cimmaron Property Trust (Cimmaron), for $7,791,240 and $298,565,255 and $16,407,819 and $140,809,421, respectively.
(2)	On September 30, 2005, Brazos 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 Belmar Realty recognized a gain of $1,616,502. On September 29, 2004, Belmar sold its interest in Cimmaron to another fund advised by Boston Management for which a gain of $908,060 was recognized on the transaction.
(3)	Purchases of Partnership Preference Units during the nine months ended September 30, 2004, include Partnership Preference Units purchased from real estate investment affiliates of other investment funds advised by Boston Management and Research (Boston Management). There were no Partnership Preference Units purchased from real estate investment affiliates of other investment funds advised by Boston Management for the nine months ended September 30, 2005.
(4)	Sales of Partnership Preference Units for the nine months ended September 30, 2004 include Partnership Preference Units sold to real estate investment affiliates of other investment funds advised by Boston Management for which a gain of $32,432,139 was recognized. There were no sales of Partnership Preference Units to real estate investment affiliates of other investment funds advised by Boston Management for the nine months ended September 30, 2005.

Level 1 – Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities;
4Level ~~Indirect~~2 ~~Investment~~– Quoted prices in ~~the~~markets ~~Portfolio~~that are not considered to be active or financial instruments for which all significant inputs are observable, either directly or indirectly;
~~The following~~Level ~~table~~3 ~~summarizes~~– ~~the~~Prices ~~Fund’s~~or ~~investment~~valuations inthat ~~Tax-Managed~~require ~~Growth~~inputs ~~Portfolio (the~~that ~~Portfolio)~~are ~~through~~both ~~Belvedere~~significant ~~Capital~~to ~~Fund Company LLC (Belvedere Company) for~~ the ~~nine~~fair ~~months~~value ~~ended~~measurement ~~September 30, 2005~~ and ~~2004,~~unobservable. ~~including allocations of income, expenses and net realized and unrealized gains (losses) for the respective periods then ended:~~

In accordance with SFAS No. 157, in determining the fair value of its investments, the Fund uses appropriate valuation techniques based on available inputs. The Fund maximizes its use of observable inputs and minimizes the use of unobservable inputs when measuring fair value. Accordingly, when available, the Fund measures fair value using Level 1 inputs because they generally provide the most reliable evidence of fair value. If market data is not readily available, fair value is based upon other significant unobservable inputs such as inputs that reflect the Fund’s own assumptions about the inputs market participants would use in valuing the investment. As required by SFAS No. 157, investments valued using unobservable inputs are classified to the lowest level of any input that is most significant to the valuation. Thus, a valuation may be classified as Level 3 even though the valuation may include significant inputs that are readily observable.

The Fund’s investment in Belvedere Capital Fund Company LLC (Belvedere Company) and Cash Management Portfolio (Cash Management), an affiliated investment company managed by Boston Management and Research, a subsidiary of Eaton Vance Management, are classified as Level 1 within the fair value hierarchy. Interest rate swap agreements are classified as Level 2 within the fair value hierarchy, while the Fund’s real estate investments are classified as Level 3 within the fair value hierarchy. The Fund’s assets classified as Level 3 as of March 31, 2009 and December 31, 2008 represent 22.3% and 17.9% of the Fund’s total assets, respectively.

The following tables present for each of the hierarchy levels, the Fund’s assets and liabilities that are measured at fair value as of March 31, 2009 and December 31, 2008.


		Fair Value Measurements at March 31, 2009
Description	March 31, 2009	Level 1	Level 2	Level 3
Assets
Investment in Belvedere
Company	$ 470,223,531	$ 470,223,531	$ -	$ -
Partnership Preference Units	55,970,831	-	-	55,970,831
Real Estate Joint Venture	64,809,922	-	-	64,809,922
Co-owned Properties	14,990,886	-	-	14,990,886
Affiliated Investment	1,820,982	1,820,982	-	-
Total	$ 607,816,152	$ 472,044,513	$ -	$ 135,771,639

Liabilities
Interest Rate Swap Agreements	$ 5,804,747	$ -	$ 5,804,747	$ -
Total	$ 5,804,747	$ -	$ 5,804,747	$ -

	Nine Months Ended
		Fair Value Measurements at December 31, 2008
	September 30, 2005		September 30, 2004
Description	December 31, 2008	Level 1	Level 2	Level 3
Belvedere Company’s interest in the Portfolio (1)	$	12,961,349,455	$	11,744,785,646
Assets
The Fund’s investment in Belvedere Company (2)	$	1,980,647,865	$	1,877,111,347
Investment in Belvedere
Income allocated to Belvedere Company from the Portfolio	$	159,159,909	$	127,279,355
Company	$ 754,467,403	$ 754,467,403	$ -	$ -
Income allocated to the Fund from Belvedere Company	$	24,631,704	$	21,526,068
Partnership Preference Units	69,243,983	-	-	69,243,983
Expenses allocated to Belvedere Company from the Portfolio	$	42,358,154	$	38,377,075
Real Estate Joint Venture	76,958,507	-	-	76,958,507
Expenses allocated to the Fund from Belvedere Company	$	8,812,238	$	8,734,857
Co-owned Properties	19,217,446	-	-	19,217,446
Net realized gain from investment transactions, securities sold short and
Affiliated Investment	932,893	-	932,893	-
foreign currency transactions allocated to Belvedere Company from
Total	$ 920,820,232	$ 754,467,403	$ 932,893	$ 165,419,936
the Portfolio	$	51,628,117	$	72,613,080
Liabilities
Net realized gain from investment transactions, securities sold short and
Interest Rate Swap Agreements	$ 6,073,508	$ -	$ 6,073,508	$ -
foreign currency transactions allocated to the Fund from Belvedere
Total	$ 6,073,508	$ -	$ 6,073,508	$ -
Company	$	7,883,696	$	11,420,583
Net change in unrealized appreciation (depreciation) of investments,
securities sold short and foreign currency allocated to Belvedere
Company from the Portfolio	$	102,841,168	$	(18,939,820)
Net change in unrealized appreciation (depreciation) of investments,
securities sold short and foreign currency allocated to the Fund from
Belvedere Company	$	13,763,636	$	(552,457)

(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 15.3% and 16.0% of Belvedere Company’s net assets, respectively.

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

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:


	Level 3 Fair Value Measurements for the
	Three Months Ended March 31, 2009
	Partnership
	Preference	Real Estate	Co-owned
	Units	Joint Venture	Properties	Total
Beginning balance as of January 1, 2009	$ 69,243,983	$ 76,958,507	$ 19,217,446	$ 165,419,936
Net realized loss	(4,603,724)	-	-	(4,603,724)
Net change in unrealized appreciation
(depreciation)	868,493	(12,734,737)	(4,455,500)	(16,321,744)
Net sales	(9,537,921)	-	-	(9,537,921)
Net investment income⁽¹⁾	-	1,797,252	448,230	2,245,482
Other⁽²⁾	-	(1,211,100)	(219,290)	(1,430,390)
Net transfers in and/or out of Level 3	-	-	-	-
Ending balance as of March 31, 2009	$ 55,970,831	$ 64,809,922	$ 14,990,886	$ 135,771,639

Net change in unrealized appreciation
(depreciation) from investments still
held at March 31, 2009	$ (4,105,618)	$ (12,734,737)	$ (4,455,500)	$ (21,295,855)

	September 30, 2005		December 31, 2004		September 30, 2004
Investments, at value	$	18,678,299,659	$	19,139,242,713	$	17,792,133,580
Other assets		34,063,419		199,253,595		38,445,443
Total assets	$	18,712,363,078	$	19,338,496,308	$	17,830,579,023
Securities sold short, at value	$	-	$	197,010,000	$	-
Loan payable – Line of Credit		-		-		15,200,000
Management fee payable		6,726,529		-		-
Other liabilities		435,227		343,906		218,380
Total liabilities	$	7,161,756	$	197,353,906	$	15,418,380
Net assets	$	18,705,201,322	$	19,141,142,402	$	17,815,160,643

	September 30, 2005		December 31, 2004		September 30, 2004
	Level 3 Fair Value Measurements for the
Dividends and interest	$	233,961,240	$	292,265,206	$	197,869,361
	Three Months Ended March 31, 2008
Investment adviser fee	$	60,374,997	$	77,609,178	$	57,812,972
	Partnership		Wholly Owned
Other expenses		1,919,988		2,649,363		1,911,200
	Preference	Real Estate	and Co-owned
Total expense reductions		(88,889)		(26,706)		-
	Units	Joint Venture	Properties	Total
Net expenses	$	62,206,096	$	80,231,835	$	59,724,172
Beginning balance as of January 1, 2008	$ 119,411,262	$ 93,663,768	$ 322,338,520	$ 535,413,550
Net investment income	$	171,755,144	$	212,033,371	$	138,145,189
Net realized loss	(37,143)	-	-	(37,143)
Net realized gain from
Net change in unrealized appreciation
investment transactions,
(depreciation)	(9,418,738)	(4,998,915)	(2,027,529)	(16,445,182)
securities sold short and
Net sales	(502,803)	-	-	(502,803)
foreign currency transactions		74,792,208		152,422,840		118,172,446
Net investment income(1)	-	1,375,224	168,977	1,544,201
Net change in unrealized
Other(2)	-	(890,852)	(395,840)	(1,286,692)
appreciation (depreciation)
Net transfers in and/or out of Level 3	-	-	-	-
of investments, securities
Ending balance as of March 31, 2008	$ 109,452,578	$ 89,149,225	$ 320,084,128	$ 518,685,931
sold short and foreign
Net change in unrealized appreciation
currency		137,782,375		1,317,878,707		(29,473,230)
(depreciation) from investments still
Net increase in net assets from
held at March 31, 2008	$ (9,456,200)	$ (4,998,915)	$ (2,027,529)	$ (16,482,644)
operations	$	384,329,727	$	1,682,334,918	$	226,844,405
5 Interest Rate Swap Agreements

Belmar 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, Belmar 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.

(1)	Represents net investment income recorded using the equity method of accounting.
(2)	Represents distributions of earnings recorded using the equity method of accounting.

	Notional					Initial		Unrealized Appreciation
	Amount					Optional	Final
Effective	(000’s	Fixed	Floating			Termination	Termination		September 30,		December 31,
Date	omitted)	Rate	Rate			Date	Date		2005		2004
10/03	$ 55,831	4.875%	LIBOR	+	0.20%	4/04	6/10	$	765,993	$	136,605
10/03	43,010	4.755%	LIBOR	+	0.20%	7/04	6/10		720,873		203,743
10/03	56,978	4.695%	LIBOR	+	0.20%	9/04	6/10		1,045,616		341,914
10/03	64,418	4.565%	LIBOR	+	0.20%	3/05	6/10		1,413,845		581,263
10/03	110,068	3.9725%	LIBOR	+	0.20%	-	6/10		3,652,862		1,307,852
02/04	58,363	4.90%	LIBOR	+	0.20%	8/04	6/10		765,738		129,965
Total	$388,668							$	8,364,927	$	2,701,342

4 Investment Transactions

6The ~~Segment~~following ~~Information~~table summarizes the Fund’s investment transactions, other than short-term investments, for the three months ended March 31, 2009 and 2008.

Belmar 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, Belmar Capital invests in real estate assets through its subsidiary, Belmar Realty. Belmar Realty invests directly and indirectly in Partnership Preference Units and in real property through controlled subsidiaries, Bel Stamford and Brazos, and formerly invested in Bel Alliance Apartments LLC,


	Three Months Ended
Investment Transactions	March 31, 2009	March 31, 2008
Decreases in investment in Belvedere Company	$ 200,438,688	$ 99,947,879
Decreases in Partnership Preference Units	$ 9,537,921	$ 502,803
Decreases in investment in Real Estate Joint Venture	$ 1,211,100	$ 890,852
Decreases in investment in Co-owned Properties	$ 219,290	$ 395,840

5 Indirect Investment in the Portfolio

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


	Three Months Ended
	March 31, 2009	March 31, 2008
Belvedere Company’s interest in the Portfolio⁽¹⁾	$ 5,834,806,929	$ 13,119,762,086
The Fund’s investment in Belvedere Company⁽²⁾	$ 470,223,531	$ 1,456,136,600
Income allocated to Belvedere Company from the Portfolio	$ 45,190,187	$ 66,760,998
Income allocated to the Fund from Belvedere Company	$ 3,841,826	$ 7,521,641
Expenses allocated to Belvedere Company from the Portfolio	$ 7,918,700	$ 15,190,813
Expenses allocated to the Fund from Belvedere Company⁽³⁾	$ 902,803	$ 2,291,794
Net realized gain (loss) from investment transactions and
foreign currency transactions allocated to Belvedere
Company from the Portfolio	$ (447,147,413)	$ 13,284,076

and Cimmaron (for the period during which Belmar Realty maintained an interest in each of the controlled subsidiaries).


	Three Months Ended
	March 31, 2009	March 31, 2008
Net realized gain (loss) from investment transactions and
foreign currency transactions allocated to the Fund from
Belvedere Company	$ (38,180,018)	$ 1,475,185
Net change in unrealized appreciation (depreciation) of
investments and foreign currency allocated to Belvedere
Company from the Portfolio	$ (517,095,690)	$ (1,300,661,962)
Net change in unrealized appreciation (depreciation) of
investments and foreign currency allocated to the Fund
from Belvedere Company	$ (48,564,189)	$ (148,007,775)

Belmar 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 Belmar Capital on a consolidated basis. No reportable segments have been aggregated. Reportable information by segment is as follows:

(1)	As of March 31, 2009 and 2008, the value of Belvedere Company’s interest in the Portfolio represents 71.9% and 74.5% of the Portfolio’s net assets, respectively.
(2)	As of March 31, 2009 and 2008, the Fund’s investment in Belvedere Company represents 8.1% and 11.1% of Belvedere Company’s net assets, respectively.
(3)	Expenses allocated to the Fund from Belvedere Company represent:

For the Three Months Ended	Tax-Managed			Real
	Three Months Ended
September 30, 2005	Growth Portfolio*			Estate		Total
	March 31, 2009	March 31, 2008
Revenue	$	4,829,464	$	11,867,610	$	16,697,074
Expenses allocated from the Portfolio	$ 683,156	$ 1,711,412
Interest expense on mortgages		-		(6,573,884)		(6,573,884)
Servicing fee	$ 210,240	$ 567,012
Interest expense on Credit Facility		(862,503)		(1,097,098)		(1,959,601)
Operating expenses	$ 9,407	$ 13,370
Operating expenses		(389,691)		(2,625,565)		(3,015,256)
Minority interest in net income of controlled
subsidiaries		-		(289,744)		(289,744)
Net investment income	$	3,577,270	$	1,281,319	$	4,858,589
Net realized gain		6,527,748		762,736		7,290,484
Net change in unrealized appreciation (depreciation)		59,250,586		5,269,276		64,519,862
Net increase in net assets from operations of
reportable segments	$	69,355,604	$	7,313,331	$	76,668,935
For the Three Months Ended	Tax-Managed			Real
September 30, 2004	Growth Portfolio*			Estate		Total
Revenue	$	4,285,185	$	21,211,013	$ 25,496,198
Interest expense on mortgages		-		(7,325,098)		(7,325,098)
Interest expense on Credit Facility		(483,332)		(1,572,939)		(2,056,271)
Operating expenses		(377,078)		(7,692,094)		(8,069,172)
Minority interest in net income of controlled
subsidiaries		-		(854,163)		(854,163)
Net investment income	$	3,424,775	$	3,766,719	$	7,191,494
Net realized gain (loss)		1,379		(454,970)		(453,591)
Net change in unrealized appreciation (depreciation)		(46,048,567)		(11,983,806)	(58,032,373)
Net decrease in net assets from operations of
reportable segments	$	(42,622,413) $		(8,672,057)	$ (51,294,470)
For the Nine Months Ended	Tax-Managed			Real
September 30, 2005	Growth Portfolio*			Estate		Total
Revenue	$	15,819,466	$	35,474,530	$	51,293,996
Interest expense on mortgages		-		(19,612,406)		(19,612,406)
Interest expense on Credit Facility		(2,170,458)		(2,918,892)		(5,089,350)
Operating expenses		(1,202,573)		(8,801,161)		(10,003,734)
Minority interest in net income of controlled
subsidiaries		-		(759,625)		(759,625)
Net investment income	$	12,446,435	$	3,382,446	$	15,828,881
Net realized gain		7,883,696		2,197,873		10,081,569
Net change in unrealized appreciation (depreciation)		13,763,636		8,786,758		22,550,394
Net increase in net assets from operations of
reportable segments	$	34,093,767	$	14,367,077	$	48,460,844

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


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

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

For the Nine Months Ended	Tax-Managed			Real
September 30, 2004	Growth Portfolio*			Estate		Total
Revenue	$	12,791,211	$	56,555,069	$	69,346,280
Interest expense on mortgages		-		(20,924,661)		(20,924,661)
Interest expense on Credit Facility		(1,073,076)		(3,106,273)		(4,179,349)
Operating expenses		(1,307,732)		(18,932,525)		(20,240,257)
Minority interest in net income of controlled
subsidiaries		-		(855,891)		(855,891)
Net investment income	$	10,410,403	$	12,735,719	$	23,146,122
Net realized gain		11,420,583		29,797,833		41,218,416
Net change in unrealized appreciation
(depreciation)		(552,457)		(43,430,564)		(43,983,021)
Net increase (decrease) in net assets from
operations of reportable segments	$	21,278,529	$	(897,012)	$	20,381,517

6 Investment in Real Estate Joint Venture

*At March 31, 2009 and December 31, 2008, Belmar Realty Corporation (Belmar Realty), a wholly owned subsidiary of Belmar Capital, ~~invests~~held ~~indirectly~~an investment in ~~Tax-Managed~~one ~~Growth~~real ~~Portfolio~~estate ~~through~~joint ~~Belvedere Company~~venture (Real Estate Joint Venture), Brazos Property Trust (Brazos). Belmar Realty held a majority economic interest of 87.8% and 86.2% in Brazos as of March 31, 2009 and December 31, 2008, respectively. Brazos owns industrial distribution properties. Condensed financial data of the Real Estate Joint Venture is presented below.

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


	March 31, 2009	December 31, 2008
Assets
Investment in real estate	$ 299,538,946	$314,808,571
Other assets	7,476,706	7,972,822
Total assets	$ 307,015,652	$322,781,393
Liabilities and Shareholders’ Equity
Mortgage notes payable⁽¹⁾	$ 228,452,729	$228,513,229
Other liabilities	4,507,522	4,749,154
Total liabilities	$ 232,960,251	$233,262,383
Shareholders’ equity	$ 74,055,401	$ 89,519,010
Total liabilities and shareholders’ equity	$ 307,015,652	$322,781,393

		Three Months Ended				Nine Months Ended
	September 30,		September 30,		September 30,		September 30,
		2005		2004		2005		2004
Revenue:
Revenue from reportable segments	$	16,697,074	$	25,496,198	$	51,293,996	$	69,346,280
Unallocated amounts:
Interest earned on cash not invested in
the Portfolio or in subsidiaries		84,708		117,615		406,948		499,778
Total revenue	$	16,781,782	$	25,613,813	$	51,700,944	$	69,846,058
Net increase (decrease) in net assets from
operations:
Net increase (decrease) in net assets from
operations of reportable segments	$	76,668,935	$	(51,294,470)	$	48,460,844	$	20,381,517
Unallocated investment income:
Interest earned on cash not invested in
the Portfolio or in subsidiaries		84,708		117,615		406,948		499,778
Unallocated expenses (1):
Distribution and servicing fees		(895,473)		(885,242)		(2,635,022)		(2,738,036)
Interest expense on Credit Facility		(853,471)		(642,779)		(2,394,989)		(1,468,420)
Audit, tax and legal fees		(52,903)		(55,401)		(211,429)		(168,251)
Other operating expenses		(23,411)		(20,971)		(71,536)		(72,909)
Net increase (decrease) in net assets from
operations	$	74,928,385	$	(52,781,248)	$	43,554,816	$	16,433,679

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

(1) Unallocated expenses represent costs incurred that pertain to the overall operation of Belmar Capital, and do not pertain to either operating segment. 15


	Three Months Ended
	March 31, 2009	March 31, 2008
Revenues	$ 8,079,663	$ 7,495,688
Expenses	6,032,679	5,789,455
Net investment income before unrealized
appreciation (depreciation)	$ 2,046,984	$ 1,706,233
Change in net unrealized appreciation
(depreciation)	(16,299,493)	(4,293,381)
Net investment loss	$ (14,252,509)	$(2,587,148)

~~The following~~7 ~~tables~~Interest ~~reconcile~~Rate ~~the~~Swap ~~reported segment information to the condensed consolidated financial statements for the periods indicated:~~ Agreements

	Tax-Managed			Real
At September 30, 2005	Growth Portfolio*			Estate	Total
Segment assets	$	1,980,647,865	$	657,734,372	$ 2,638,382,237
Segment liabilities		87,111,638		596,276,280	683,387,918
Net assets of reportable segments	$	1,893,536,227	$	61,458,092	$ 1,954,994,319
	Tax-Managed			Real
At December 31, 2004	Growth Portfolio*			Estate	Total
Segment assets	$	2,015,871,844	$	658,486,334	$ 2,674,358,178
Segment liabilities		86,014,813		605,497,871	691,512,684
Net assets of reportable segments	$	1,929,857,031	$	52,988,463	$ 1,982,845,494

Belmar Capital has entered into interest rate swap agreements with Merrill Lynch Capital Services, Inc. to fix the cost of a substantial portion of its borrowings under the Credit Facility (Note 8). Pursuant to the agreements, Belmar 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. Belmar Capital’s maximum risk of loss from counterparty credit risk is the

* Belmar Capital invests indirectly in Tax-Managed Growth Portfolio through Belvedere Company.15

	September 30, 2005		December 31, 2004
Net assets:
Net assets of reportable segments	$	1,954,994,319	$	1,982,845,494
Unallocated amounts:
Cash (1)		636,375		984,755
Short-term investments (1)		2,352,924		1,700,000
Loan payable – Credit Facility (2)		(92,329,033)		(74,796,809)
Payable to affiliate for distribution and
servicing fees		(578,407)		-
Other liabilities		(294,208)		(245,942)
Net assets	$	1,864,781,970	$	1,910,487,498

discounted net value of the cash flows to be received from/paid to the counterparty over the agreement’s remaining life, to the extent that amount is positive. The following table summarizes Belmar Capital’s interest rate swap agreements in a liability position.

(1)	Unallocated cash and short-term investments represent cash and cash equivalents not invested in the Portfolio or real estate assets.
Derivatives Not Designated as Hedging
(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.
Instruments under SFAS No. 133		At March 31, 2009	At December 31, 2008
16
Notional amount(1)		$ 160,068,000	$ 218,431,000
Weighted average fixed interest rate		3.95%	4.13%
Floating rate		LIBOR + 0.20%	LIBOR + 0.20%
Initial optional termination date		-	3/2009
Final termination date		6/2010	6/2010
Fair value		$ (5,804,747)	$ (6,073,508)

~~Item~~(1) During 2.the ~~Management’s~~three ~~Discussion~~months ~~and~~ended ~~Analysis~~March of31, ~~Financial~~2009, ~~Condition~~an ~~(MD&A)~~interest ~~and~~rate ~~Results~~swap ofagreement ~~Operations~~was terminated.

~~The information~~8 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 Belmar 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.Debt

~~The following~~Credit ~~discussion~~Facility ~~should~~— beBelmar ~~read~~Capital inhas ~~conjunction~~entered into credit arrangements with ~~the~~Dresdner ~~Fund’s~~Kleinwort ~~unaudited condensed~~Holdings ~~consolidated~~I, ~~financial~~Inc. ~~statements~~(DKH) and ~~related~~Merrill ~~notes~~Lynch inMortgage ~~Item~~Capital, ~~1 above~~Inc. (Merrill Lynch) (collectively, the Credit Facility). The Credit Facility expires on June 25, 2010.

~~MD&A~~Obligations under the Credit Facility are without recourse to shareholders. Belmar 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 ~~Results~~repayments of ~~Operations~~principal ~~for~~of borrowings are senior to the ~~Quarter~~rights ~~Ended~~of ~~September 30~~shareholders. Under the terms of the Credit Facility, ~~2005~~Belmar ~~Compared~~Capital is not permitted to make distributions of cash or securities while there is outstanding an event of default under the ~~Quarter~~Credit ~~Ended~~Facility. ~~September~~During 30such periods, ~~2004~~Belmar Capital would not be able to honor redemption requests or make cash distributions. The Credit Facility is secured by a pledge of Belmar Capital’s assets, excluding the Fund’s Real Estate Joint Venture and Co-owned Properties.

~~Performance of the Fund.1~~ The ~~Fund’s~~credit ~~investment~~arrangement ~~objective~~with isDKH 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~~term ~~index~~loan offacility ~~common~~that ~~stocks~~accrues ~~widely~~interest ~~used~~at as a ~~measure~~rate 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~~one-~~Managed~~month ~~Growth~~LIBOR ~~Portfolio~~plus ~~(the Portfolio)~~0.20% ~~The~~per ~~Fund invests in the Portfolio through its interest in Belvedere Capital Fund Company LLC (Belvedere Company)~~annum. InDuring ~~measuring~~ the ~~performance~~three ofmonths ~~the~~ended ~~Fund’s~~March ~~real estate investments~~31, ~~Eaton~~ ~~Vance considers whether~~2009, ~~through~~Belmar ~~current~~Capital ~~returns~~made ~~and~~repayments ~~changes~~to indecrease ~~valuation,~~ the ~~real estate investments achieve returns that over the long-~~term ~~exceed~~loan ~~the cost~~with ofDKH ~~the~~by ~~borrowings~~an ~~incurred~~aggregate toamount ~~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$101,200,000.

The ~~Fund’s total~~credit ~~return~~arrangement ~~was~~with ~~4.14%~~Merrill ~~for~~Lynch ~~the~~is ~~quarter~~a ~~ended~~revolving ~~September~~loan ~~30, 2005~~facility. ~~This~~In ~~return reflects~~February an2009, ~~increase~~Belmar inCapital decreased the ~~Fund’s~~amount ~~net~~of ~~asset~~the ~~value~~revolving ~~per~~loan ~~share~~facility ~~from~~by $~~88.87~~10,000,000 to ~~$92.55~~ ~~during~~an ~~the~~aggregate ~~period.~~amount ~~The~~available ~~total~~for ~~return~~borrowing of ~~the S&P~~ $108,500 ~~Index was 3~~,000.~~60% over~~ ~~the~~Borrowings ~~same~~under ~~period.~~this ~~The~~credit ~~performance~~arrangement ofaccrue ~~the~~interest ~~Fund~~at ~~exceeded~~a ~~that~~rate of ~~the~~one-month ~~Portfolio by~~LIBOR ~~approximately~~plus 0.4738% ~~during~~per ~~the period~~annum. ~~Last~~At ~~year~~March 31, ~~the~~2009, ~~Fund~~there ~~had~~are ano ~~total~~borrowings ~~return performance~~outstanding ofpursuant ~~-2.75%~~to ~~for~~this ~~the~~arrangement. ~~quarter~~A ~~ended~~commitment ~~September~~fee ~~30,~~of ~~2004~~0.10% ~~This return reflected a decrease in the Fund’s net asset value~~ per ~~share~~annum ~~from~~is ~~$88.27~~paid ~~to $85.84~~on ~~during~~ the ~~period.~~unused ~~The~~commitment ~~S&P~~amount ~~500~~and ~~Index~~is ~~had~~included ain ~~total~~Credit ~~return~~Facility ofinterest ~~-1.87% over~~expense ~~the~~in ~~same period. The performance of~~ the ~~Fund~~accompanying ~~trailed~~condensed ~~that~~consolidated offinancial ~~the Portfolio by approximately 0~~statements.~~71% 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~~following intable ~~energy costs,~~summarizes ~~exacerbated~~Belmar byCapital’s ~~two~~Credit ~~catastrophic Gulf Coast hurricanes, began to weigh on the resilient US consumer~~Facility. 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.


	At March 31, 2009	At December 31, 2008
Total amount available under the Credit Facility	$ 280,300,000	$ 391,500,000
DKH borrowings outstanding	$ 171,800,000	$ 273,000,000
Merrill Lynch borrowings outstanding	$ -	$ -

1Borrowings ~~Total~~under ~~returns~~the ~~are~~Credit ~~historical~~Facility ~~and~~have ~~are~~been ~~calculated~~used byto ~~determining~~purchase 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 PortfolioFund’s ~~total~~interests ~~return for the period reflects the total return of another fund that invests~~ in ~~the~~real ~~Portfolio~~estate investments, ~~adjusted~~to ~~for~~provide ~~non-Portfolio expenses of that fund. Performance is~~ for the ~~stated~~liquidity ~~time~~needs ~~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~~pay ofselling ~~their~~commissions ~~benchmark, the S&P 500 Index. It is not possible to invest directly in an Index.~~and

1716

~~The Portfolio’s~~ ~~large-cap~~organizational ~~growth focus was once again out of favor with the market’s continued preference for value and smaller capitalization stocks~~expenses. AnAdditional ~~underweight of~~borrowings ~~the~~under ~~utilities sector and an overweight of~~ the ~~underperforming~~Credit ~~consumer discretionary~~Facility ~~and~~may ~~industrials~~be ~~sectors~~made ~~also~~in ~~hurt returns. Sub-par performance of investments within~~ the ~~computers,~~future ~~machinery,~~for ~~and~~these ~~semiconductor industries was also disappointing~~purposes.

On Average Borrowings and Average Interest Rate — During the ~~positive~~ ~~side,~~three ~~continued~~months ~~emphasis~~ended ofMarch ~~energy~~31, ~~stocks~~2009, ~~and~~the anaverage ~~underweight~~balance of borrowings under the ~~telecommunication~~ ~~services~~Credit ~~sector~~Facility ~~proved~~was ~~beneficial~~approximately $216,400,000 with a weighted average interest rate of 0.75%. ~~Investments~~The ~~within commercial~~weighted ~~banks,~~average ~~health~~interest ~~care~~rate ~~services,~~includes ~~pharmaceuticals~~all ~~and~~costs ~~staples~~of ~~industries were~~borrowings ~~also~~under ~~positive~~the Credit Facility.

~~Performance~~ of9 ~~Real~~Segment Estate Investments. The Fund’s real estate investments are held through Belmar Realty Corporation (Belmar Realty). As of September 30, 2005, real estate investments included an interest in a real estate joint venture (Real Estate Joint Venture), Brazos Property Trust (Brazos), a property subject to a long-term lease (Net Leased Property), Bel Stamford LLC (Bel Stamford), and a portfolio of income-producing preferred equity securities in real estate operating partnerships (Partnership Preference Units). Brazos owns industrial distribution properties and Bel Stamford owns an interest in leasehold improvements of an office building and attached facilities. As of September 30, 2005, the estimated fair value of the Fund’s real estate investments represented 24.1% 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 31.5% of the Fund’s net assets as of September 30, 2005.Information

~~During~~ ~~the quarter~~Belmar ~~ended~~Capital ~~September~~pursues ~~30,~~its ~~2005,~~investment ~~rental~~objective ~~income~~primarily ~~from~~by ~~real~~investing ~~estate~~indirectly ~~operations~~in ~~was approximately~~the ~~$11.2~~Portfolio ~~million~~through ~~compared~~Belvedere ~~to approximately $18~~Company.6 ~~million~~The ~~for~~Portfolio ~~the quarter~~is ~~ended~~a ~~September~~diversified ~~30,~~investment ~~2004,~~company athat ~~decrease~~emphasizes ofinvestments ~~$7.4~~in ~~million~~common orstocks ~~40%.~~of ~~This decrease~~domestic inand ~~rental~~foreign ~~income~~growth ~~was~~companies ~~principally~~that ~~due~~are toconsidered ~~Belmar~~by ~~Realty’s~~its ~~October~~investment ~~2004 sale~~adviser ofto ~~the~~be ~~properties~~high ~~held~~in byquality aand ~~multifamily~~attractive ~~Real~~in ~~Estate~~their ~~Joint~~long-term ~~Venture~~investment ~~that provided~~prospects. ~~45%~~The ofFund’s ~~the~~investment ~~consolidated rental~~ income ~~for~~includes the ~~quarter~~Fund’s ~~ended September~~pro ~~30,~~rata ~~2004~~share ~~and~~of ~~the~~Belvedere ~~September~~Company’s ~~2004~~net ~~sale~~investment ofincome. anSeparate ~~industrial~~from ~~distribution Real~~its ~~Estate~~investment ~~Joint~~in ~~Venture~~Belvedere ~~that~~Company, ~~provided~~Belmar 8%Capital ofinvests ~~consolidated~~in ~~rental~~real ~~income~~estate ~~for~~investments ~~the quarter~~through ~~ended~~its ~~September 30~~subsidiary, ~~2004~~Belmar Realty. ~~The~~Belmar ~~decline~~Realty ininvests ~~rental~~directly ~~income~~and ~~due~~indirectly toin ~~the~~Partnership ~~sales referenced~~Preference inUnits, ~~the~~a ~~preceding~~Real ~~sentence~~Estate ~~was~~Joint ~~offset~~Venture in(Note ~~part~~6), byinterests ~~the~~in ~~rental~~Co-owned ~~income~~Properties ~~of Brazos~~through its subsidiaries, ~~which~~Bel ~~was~~Stamford ~~acquired~~II inLLC, ~~June~~Bel ~~2004.~~Marquette ~~For~~I ~~the~~LLC ~~quarter~~and ~~ended~~Bel ~~September~~SML ~~30, 2005,~~LLC ~~Brazos’~~and ~~rental~~wholly ~~income~~owned ~~was~~real ~~negatively~~property ~~affected~~(Wholly byOwned aProperty) ~~less~~held ~~favorable~~through ~~leasing environment~~Bel ~~than~~Stamford ~~expected.~~Investors ~~During~~LLC (Bel Stamford) (for the ~~quarter~~period ~~ended~~during ~~September~~which ~~30,~~Belmar ~~2004,~~Realty ~~rental income~~maintained ~~increased~~an ~~due~~interest toin Bel Stamford). The Fund’s investment income from ~~the~~real ~~industrial~~estate ~~distribution~~investments ~~properties acquired~~primarily onconsists ~~June~~of 30distribution ~~and~~income ~~August~~from 4Partnership Preference Units, ~~2004~~net ~~and~~investment income from ~~Bel~~the ~~Stamford,~~Real ~~offset~~Estate ~~in part~~Joint byVenture aand ~~modest~~Co-owned ~~decline~~Properties inand rental income from ~~multifamily~~Wholly ~~properties~~Owned Property.

~~During~~ ~~the quarter~~Belmar ~~ended~~Capital ~~September~~evaluates ~~30,~~performance ~~2005, property operating expenses were approximately $1.4 million compared to approximately $5.7 million for the quarter ended September 30, 2004, a decrease~~ of ~~$4.3 million or 75% (property operating expenses are before certain operating expenses of Belmar Realty of approximately $1.2 million for~~ the ~~quarter~~reportable ~~ended~~segments ~~September~~based ~~30,~~on ~~2005 and $2.0 million for~~ the ~~quarter~~ ~~ended~~net ~~September~~increase ~~30, 2004~~(decrease). ~~The decrease~~ in ~~property~~net ~~operating~~assets ~~expenses was~~from ~~principally~~operations ~~due~~of to the ~~October~~respective ~~2004 asset sale referenced in the preceding paragraph~~segment, ~~offset~~which inincludes ~~part~~net byinvestment ~~the~~income ~~operating expenses of Brazos~~(loss), ~~which~~net ~~was acquired~~realized ingain ~~June~~(loss) ~~2004.~~and ~~For~~ the ~~quarter~~net ~~ended~~change ~~September 30, 2005, Brazos’ property operating expenses were~~ in ~~line~~unrealized ~~with~~appreciation ~~expectations~~(depreciation). Belmar Realty does not record property operating expenses for Bel Stamford, 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 increased approximately 27% due principally to the expenses of the industrial distribution properties acquired on June 30 and August 4, 2004.

~~For~~ ~~many industrial~~The ~~distribution~~Fund’s ~~properties,~~Credit ~~rent~~Facility ~~levels~~borrowings and related interest expense are ~~expected~~centrally tomanaged ~~see~~by ~~minimal growth~~the ~~over~~Fund. A portion of the ~~near~~Credit ~~term.~~Facility ~~Boston~~borrowings ~~Management~~and related interest expense have been approximated and ~~Research~~allocated ~~(Boston~~to ~~Management) expects~~the ~~that~~real ~~improvements~~estate segment for presentation purposes herein. Credit Facility borrowings allocated to the real estate segment primarily represent estimated net amounts borrowed to purchase the Fund’s interest in ~~industrial~~real ~~distribution~~estate ~~property~~investments. ~~operating performance~~The ~~will~~Fund’s ~~occur~~interest ~~over~~rate swap agreement balances are presented as part of the ~~longer~~real ~~term~~estate segment for presentation purposes herein. The accounting policies of the reportable segments are the same as those for Belmar Capital on a consolidated basis. No reportable segments have been aggregated. Reportable information by segment is as follows:

~~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 Brazos) of approximately $0.5 million compared to net unrealized depreciation of approximately $1.7 million during the quarter ended September 30, 2004. Net unrealized appreciation of approximately $0.5 million during the quarter ended September 30, 2005 consisted of net unrealized appreciation in the value of the properties of Brazos. The Fund’s net unrealized depreciation for the quarter ended September 30, 2004 included approximately $1.5 million of unrealized depreciation due to certain legal and transaction costs associated with Brazos’ property acquisitions.17

During the quarter ended September 30, 2005, Belmar Realty acquired interests in additional Partnership Preference Units for a total of $20.0 million. During the quarter ended September 30, 2005, the Fund saw net unrealized depreciation of the estimated fair value of its Partnership Preference Units of approximately $0.5 million compared to net unrealized depreciation of approximately $4.2 million during the quarter ended September 30, 2004. The net unrealized depreciation


	Three Months Ended
	March 31, 2009	March 31, 2008
Investment income
The Portfolio*	$ 2 ,939,023	$ 5,229,847
Real Estate	3,719,545	8,026,615
Unallocated	1,649	32,387
Total investment income	$ 6,660,217	$ 13,288,849

Net increase (decrease) in net
assets from operations
The Portfolio*	$ (83,891,075)	$ (142,415,798)
Real Estate	(19,939,411)	(20,550,241)
Unallocated⁽¹⁾	(316,412)	(1,462,583)
Net decrease in net assets from
operations	$ (104,146,898)	$ (164,428,622)


	March 31, 2009	December 31, 2008
Net assets
The Portfolio*	$ 469,194,674	$ 753,979,252
Real Estate	(33,072,087)	(75,394,188)
Unallocated⁽²⁾	(6,714,044)	(36,939,060)
Net assets	$ 429,408,543	$ 641,646,004

*	Belmar Capital invests indirectly in the Portfolio through Belvedere Company.
(1)	Unallocated amounts pertain to the overall operation of Belmar Capital and do not pertain to either segment. Included in this amount are primarily distribution and servicing fees and unallocated Credit Facility interest expense as follows:

of approximately $0.5 million during the quarter ended September 30, 2005 resulted from decreases in the per unit values of Partnership Preference Units held, due primarily to increasing long-term interest rates. The Fund’s net unrealized depreciation in the third quarter of 2004 consisted of approximately $1.2 million of unrealized depreciation resulting from modest decreases in per unit values of Partnership Preference Units held, due principally to low interest rates and tight spreads on real estate securities, and approximately $3.0 million of unrealized depreciation resulting from the recharacterization of previously recorded unrealized appreciation to realized gains due to sales of Partnership Preference Units.

~~Distributions~~(2) ~~from~~Amounts ~~Partnership~~include ~~Preference~~unallocated ~~Units for the quarter ended September 30~~liabilities, ~~2005~~net ~~totaled~~of ~~approximately~~unallocated $0assets.6 ~~million~~Unallocated ~~compared~~liabilities toprimarily ~~approximately~~consist ~~$2.7~~of ~~million~~outstanding ~~for~~unallocated ~~the~~Credit ~~quarter~~Facility ~~ended September 30, 2004, a decrease of $2~~borrowings.1 ~~million~~Such orborrowings ~~78%.~~are ~~The~~used ~~decrease was due principally~~ to ~~fewer~~finance ~~Partnership~~ongoing ~~Preference~~operations ~~Units~~of ~~held on average during~~ the ~~quarter~~Fund asand ~~well~~are asnot ~~lower~~allocable ~~average~~to ~~distribution~~reportable ~~rates for Partnership Preference Units held~~segments. ~~The~~As ~~decrease in average distribution rates~~ of ~~Partnership~~March ~~Preference~~31, ~~Units~~2009 ~~was~~and ~~primarily~~December ~~due~~31, to2008, ~~the restructuring~~such ofborrowings ~~certain~~totaled ~~Partnership~~approximately ~~Preference~~$9,455,000 ~~Units~~and ~~(reflecting~~$38,975,000, ~~lower market rates for preferred securities) as they neared their potential call dates~~respectively. ~~Distributions~~Unallocated ~~from~~assets ~~Partnership~~include ~~Preference~~direct ~~Units~~cash ~~decreased~~held ~~for~~by the ~~quarter~~Fund ~~ended~~and ~~September~~the ~~30, 2004~~Fund’s ~~due~~investment toin ~~fewer~~Cash ~~Partnership~~Management. ~~Preference~~As ~~Units~~of ~~held~~March on31, ~~average~~2009 asand ~~well~~December as31, ~~lower~~2008, ~~average~~such ~~distribution~~amounts ~~rates~~totaled ~~for~~approximately ~~Partnership~~$3,065,000 ~~Preference~~and ~~Units~~$2,385,000, ~~held~~respectively.

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 $4.4 million, compared to net realized and unrealized losses of approximately $11.5 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 $5.3 million of unrealized appreciation due to changes in swap agreement valuations offset in part by $0.9 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 $6.1 million on swap agreement valuation changes, $3.0 million of swap agreement periodic payments and $2.4 million of realized losses on swap terminations. The positive contribution to Fund performance for the quarter 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 quarter ended September 30, 2004 from changes in swap agreement valuations was attributable to a decrease in swap rates during the period.18

~~MD&A~~Item ~~and~~2. ~~Results~~Management’s ofDiscussion ~~Operations~~and ~~for~~Analysis ~~the~~of ~~Nine~~Financial ~~Months~~Condition ~~Ended~~and ~~September~~Results ~~30,~~of ~~2005~~Operations ~~Compared to the Nine Months Ended September 30, 2004~~(MD&A).

~~Performance~~The ofinformation ~~the~~in ~~Fund.~~this ~~The~~report ~~Fund’s~~contains ~~total~~forward-looking ~~return~~statements ~~was~~within ~~2.44%~~the ~~for~~meaning ~~the~~of ~~nine~~Section ~~months~~27A ~~ended~~of ~~September~~the 30Securities Act of 1933, ~~2005.~~as ~~This return~~amended ~~reflects~~and anSection ~~increase~~21E inof the ~~Fund’s~~Securities ~~net~~Exchange ~~asset~~Act ~~value~~of ~~per~~1934, ~~share~~as ~~from~~amended ~~$91~~(the Act).50 toForward-looking ~~$92.55~~statements ~~and~~typically aare ~~distributin~~identified by use of ~~$1.12~~terms ~~per~~such ~~share~~as ~~during~~“may,” ~~the~~“will,” ~~period.~~“should,” ~~The~~“might,” ~~S&P~~“expect,” ~~500~~“anticipate,” ~~Index~~“estimate,” ~~had~~and asimilar ~~total~~words, ~~return~~although ofsome ~~2.77%~~forward-looking ~~over~~statements ~~the~~are ~~same~~expressed ~~period~~differently. The ~~performance~~ ofactual ~~the~~results ~~Fund~~of ~~exceeded~~Belmar ~~that~~Capital ofFund LLC (the ~~Portfolio~~Fund) bycould ~~approximately~~differ ~~0.32%~~materially ~~during~~from ~~the~~those ~~period.~~contained ~~Last~~in ~~year,~~ the ~~Fund~~forward-looking ~~had~~statements adue ~~total~~to ~~return~~a ~~performance~~number of 0factors.~~83%~~ ~~for~~The ~~the~~Fund ~~nine~~undertakes ~~months~~no ~~ended~~obligation ~~September~~to ~~30,~~update ~~2004.~~publicly ~~This~~any ~~return~~forward-looking ~~reflected~~statements, awhether ~~decrease~~as ina ~~the Fund’s~~result ~~net~~of ~~asset~~new ~~value~~information, ~~per~~future ~~share~~events, ~~from~~or ~~$86.28~~otherwise, toexcept ~~$85.84~~as ~~and~~required aby ~~distribution~~applicable ~~of $1~~law.15 ~~per~~Factors ~~share~~that ~~during~~could affect the ~~period.~~Fund’s ~~The~~performance ~~S&P~~include ~~500 Index had~~ a ~~total~~decline ~~return~~in ofthe 1U.~~51%~~S. ~~over~~stock ~~the~~markets ~~same~~or ~~period.~~in ~~The~~general ~~performance~~economic ofconditions, ~~the~~adverse ~~Fund~~developments ~~trailed~~affecting ~~that~~the ofreal ~~the Portfolio~~estate byindustry, ~~0.50%~~or ~~during~~fluctuations ~~that~~in ~~period~~interest rates.

~~Performance~~The offollowing ~~the~~discussion ~~Portfolio.~~should ~~For~~be ~~the~~read ~~nine~~in ~~months~~conjunction ~~ended~~with ~~September 30, 2005,~~ the ~~Portfolio~~Fund’s ~~had~~unaudited acondensed ~~total~~consolidated ~~return~~financial ofstatments ~~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~~related ~~S&P~~notes ~~500~~in ~~Index~~Item ~~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 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~~MD&A ~~Portfolio’s~~for ~~sector allocation at September 30, 2005 remained comparable to that as of September 30, 2004, with a slight increase to~~ the ~~consumer~~Quarter ~~staples,~~Ended ~~health~~March ~~care~~31, ~~and~~2009 ~~energy~~Compared ~~sectors and a slight decrease~~ to the ~~information~~Quarter ~~technology~~Ended ~~and~~March ~~financials sectors. During the nine months ended September 30~~31, ~~2005, 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~~2008. An underweight of the utilities sector and an overweight of the consumer discretionary and financials during the period was also negative, as were investments within the lagging industrials multi-line retail and insurance industries.(1)

19Performance of the Fund. The Fund’s investment objective is to achieve long-term, after-tax returns for shareholders. Eaton Vance Management (Eaton Vance), as the Fund’s manager, measures the Fund’s success in achieving its objective based on the investment returns of the Fund, using the S&P 500 Index as the Fund’s primary performance benchmark. The S&P 500 Index is a broad-based, unmanaged index of common stocks commonly used as a measure of U.S. stock market performance. Eaton Vance’s primary focus in pursuing total return is on the Fund’s common stock portfolio, which consists of its indirect interest 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. In measuring the performance of the Fund’s real estate investments, Eaton Vance considers whether, through current returns and changes in valuation, the real estate investments achieve returns that over the long-term exceed the cost of the borrowings incurred to acquire such investments and thereby add to Fund returns. The Fund has entered into interest rate swap agreements to fix the cost of a substantial portion of its borrowings under the Credit Facility (described under "Liquidity and Capital Resources" below).

OnThe Fund’s total return was -18.14% for the ~~positive~~quarter ~~side,~~ended anMarch ~~overweight~~31, ~~position~~2009. inThis ~~the~~return ~~energy~~reflects ~~sector~~a ~~helped~~decrease in the ~~Portfolio~~Fund’s ~~performance,~~net asasset ~~investments~~value ~~within~~per ~~oil~~share ~~and~~from ~~gas~~$61.27 ~~exploration,~~to ~~storage~~$48.74 and ~~transportation~~a ~~companies advanced~~distribution onof ~~record~~$1.59 ~~oil~~per ~~prices~~share during the period. The ~~Portfolio’s~~total ~~underweight~~return of the ~~information~~S&P ~~technology~~500 ~~and~~Index ~~materials~~was ~~sectors~~-10.98% ~~was~~over ~~also~~the ~~helpful~~same period. Last year, asthe ~~electronic~~Fund ~~equipment~~had a total return of -10.49% for the quarter ended March 31, ~~software~~2008. ~~and~~This ~~chemical~~return ~~industries~~reflected ~~declined~~a ~~during~~decrease in the ~~first~~Fund’s ~~nine~~net ~~months~~asset value per share from $112.22 to $99.18 and a distribution of ~~2005~~$1.31 per share during the period. The ~~Portfolio~~ ~~also~~S&P ~~benefited~~500 ~~from~~Index ~~investments~~had ~~within~~a ~~diversified~~total ~~telecommunication,~~return ~~mortgage~~of -~~thrift~~9.44% ~~and~~over ~~media~~the ~~industries~~same period.

Performance of ~~Real~~the ~~Estate Investments~~Portfolio. ~~During~~After the ~~nine~~worst ~~months~~January ~~ended~~in ~~September~~history ~~30,~~and ~~2005,~~a ~~rental~~dismal ~~income~~February, ~~from real estate operations was approximately $33.4 million compared to approximately $43.7 million for~~ the ~~nine~~battered ~~months~~equity ~~ended~~markets ~~September~~posted ~~30,~~their ~~2004,~~best amonthly ~~decrease~~gains ofsince ~~$10.3~~2002 ~~million~~in orMarch ~~23%~~2009. ~~This~~Much ~~decrease in rental income from real estate operations was principally due to Belmar Realty’s October 2004 sale~~ of ~~all of~~ the ~~properties~~momentum ~~held~~in byequities aduring ~~multifamily Real Estate Joint Venture that provided 57% of consolidated rental income for~~ the ~~nine~~period ~~months~~ ended ~~September~~March 3031, ~~2004,~~2009 ~~and~~was ~~also~~spurred ~~due~~by to the ~~September~~ ~~2004~~Federal ~~sale~~government’s ofefforts anto ~~industrial~~help ~~distribution~~banks ~~Real~~eliminate ~~Estate~~illiquid ~~Joint~~assets ~~Venture~~and ~~that~~revive ~~provided 3% of consolidated net rental income for the nine months ended September 30, 2004~~credit. The ~~decline~~Federal ingovernment ~~rental~~demonstrated ~~income~~a ~~due~~clear commitment to ~~the~~repair ~~sales referenced in~~ the ~~preceding sentence~~domestic ~~was~~economy ~~offset~~and infinancial ~~part~~system byas ~~the~~roughly ~~rental~~two ~~income~~dozen ofgovernment ~~Brazos,~~sponsored ~~which~~programs ~~was~~were ~~acquired~~announced induring ~~2004. For~~ the ~~nine~~past six months. ~~ended September 30~~Additionally, ~~2005, Brazos’ rental income was negatively affected by a less favorable leasing environment than expected. For~~ the ~~nine~~ ~~months~~market ~~ended~~appeared ~~September~~to ~~30,~~acknowledge ~~2004~~some ~~rental~~broad-based ~~income~~positives ~~from~~for ~~real estate operations increased due to income from~~ the ~~industrial~~economy ~~distribution~~such ~~properties~~as ~~acquired~~better onthan ~~June~~anticipated 30housing ~~and~~numbers, ~~August~~durable 4,goods ~~2004~~orders and ~~income~~improved ~~from~~retail ~~Bel~~sales ~~Stamford, offset in part by a modest decline in income from multifamily properties~~data.

~~During~~However, the ~~nine~~rally ~~months~~was ~~ended~~not ~~September~~enough ~~30, 2005, property operating expenses were approximately $4.9 million compared~~ to ~~approximately~~prevent ~~$14.5~~stocks ~~million~~from ~~for~~posting ~~the~~their ~~nine~~sixth ~~months~~consecutive ~~ended~~losing ~~September 30, 2004, a decrease of $9~~quarter.6 ~~million~~A orrally ~~66%~~over ~~(property~~the ~~operating~~span ~~expenses are before certain operating expenses~~ of ~~Belmar~~three ~~Realty~~weeks ~~of approximately $3.9 million for the nine months ended September 30, 2005 and $4.4 million for the nine months ended September 30, 2004). This decrease~~ in ~~property~~March ~~operating~~faded ~~expenses was principally due to the 2004 asset sales referenced~~ in the ~~preceding~~final ~~paragraph,~~days ~~offset in part by the operating expenses~~ of ~~Brazos, which was acquired in June 2004. For~~ the ~~nine~~quarter ~~months~~ ended ~~September~~March 3031, ~~2005,~~2009 ~~Brazos’~~as ~~property~~bad ~~operating~~news ~~expenses~~from ~~were in line with expectations. For~~ the ~~nine~~automobile ~~months~~industry ~~ended~~reminded ~~September~~investors ~~30,~~that ~~2004,~~challenges ~~property operating expenses increased principally due to the expenses of the industrial distribution properties acquired on June 30 and August 4, 2004~~remain.

~~The~~(1) ~~estimated~~Past ~~fair~~performance ~~value~~is ofno ~~the~~guarantee ~~real~~of ~~properties~~future ~~indirectly~~results. ~~held~~Investment ~~through~~return ~~Belmar~~and ~~Realty~~principal ~~was~~value ~~approximately~~will ~~$581.1~~fluctuate ~~million~~so atthat ~~September~~shares, 30when redeemed, ~~2005~~may ~~compared~~be toworth ~~approximately~~more ~~$576~~or less than their original cost.5 ~~million~~Total ~~at December~~returns ~~31,~~are ~~2004,~~historical anand ~~increase~~are ofcalculated ~~$4.6~~by ~~million~~determining orthe ~~1%.~~percentage ~~This~~change in net ~~increase~~asset invalue ~~the~~with ~~estimated~~all ~~fair~~distributions ~~value~~reinvested ofexcept ~~the~~for ~~real~~special ~~properties~~distributions. Performance is for the ~~nine~~stated ~~months~~time ~~ended~~period ~~September~~only ~~30,~~and ~~2005~~is ~~was~~not ~~principally~~annualized; due to ~~modest~~market ~~increases~~volatility, incurrent performance of the ~~net~~Fund ~~values~~and of ~~properties~~the ~~held by~~Portfolio ~~Brazos.~~may ~~Despite~~be ~~weak~~lower ~~market~~or ~~conditions~~higher ~~over~~than the ~~past~~quoted ~~several~~return. ~~years,~~The ~~property~~performance ~~values~~of ~~have~~the ~~remained~~Fund ~~stable~~and orthe ~~increased~~Portfolio ~~modestly~~is ascompared ~~lower~~to ~~near-term~~that ~~property~~of ~~earnings~~their ~~expectations~~benchmark, ~~have generally~~the ~~been~~S&P ~~offset~~500 byIndex. ~~lower~~It ~~capitalization~~is ~~and~~not ~~discount~~possible ~~rates~~to ~~applied~~invest directly in ~~valuing~~an ~~the properties~~index.

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 Brazos) of approximately $6.6 million compared to slight unrealized depreciation for the nine months ended September 30, 2004, an increase of $6.6 million. Net unrealized appreciation of $6.6 million during the nine months ended September 30, 2005 was due to increases in the estimated fair value of properties owned by Brazos. During the nine months ended September 30, 2004, the Fund saw unrealized depreciation of approximately $4.5 million due to certain legal and transaction costs associated with Brazos’ acquisitions and the acquisition of the Net Leased Property, offset by unrealized appreciation of approximately $4.5 million due to the agreement to sell certain properties.19

~~During~~ ~~the~~The ~~nine~~Portfolio ~~months~~invests ~~ended~~on ~~September~~a ~~30,~~long-term ~~2005,~~basis ~~Belmar~~in ~~Realty experienced~~ a ~~scheduled~~broadly ~~redemption~~diversified ofportfolio ~~certain~~consisting primarily of ~~its~~common ~~Partnership~~stocks ~~Preference Units totaling $30.6 million, recognizing a gain~~ of ~~approximately~~ ~~$4.3~~established ~~million~~growth ~~on the transaction~~companies. During the ~~nine~~period ~~months~~ ended ~~September~~March 3031, ~~2005~~2009, ~~Belmar~~the ~~Realty~~Portfolio ~~also~~had ~~acquired interests in additional Partnership Preference Units for~~ a total ofreturn ~~approximately $20.0 million. At September 30, 2005, the estimated fair value~~ of ~~Belmar Realty’s Partnership Preference Units totaled approximately $54~~-11.038% ~~million~~ compared to ~~approximately~~its ~~$63.7~~benchmark, ~~million~~the atS&P ~~December~~500 31Index, ~~2004,~~which had a ~~decrease~~total return of $9-10.~~7 million or 15~~98%. ~~This~~For ~~net~~comparison, ~~decrease in~~ the ~~estimated~~total ~~fair~~return ~~value~~ of ~~Belmar Realty’s Partnership Preference Units for~~ the ~~nine~~Portfolio ~~months ended September 30, 2005 was principally due to fewer Partnership Preference Units held, offset~~ in ~~part by increases in~~ the ~~average~~first ~~per unit values of the Partnership Preference Units. Prior to the third~~ quarter of ~~2005,~~2008 ~~estimated~~was ~~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~~8. ~~As discussed above~~45%, ~~per~~slightly ~~unit~~outperforming ~~values decreased during~~ the ~~quarter~~S&P ~~ended~~500 ~~September~~Index ~~30,~~which ~~2005~~had as a ~~result~~return of ~~an increase in long~~-~~term~~9.44% ~~interest~~during ~~rates~~the period.

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

The ~~Fund~~largest ~~saw~~positive ~~net~~contributor ~~unrealized~~to ~~depreciation in~~ the ~~estimated~~Portfolio’s ~~fair~~performance ~~value of its Partnership Preference Units of approximately $3.5 million~~ during the ~~nine~~quarter ~~months~~ ended ~~September~~March 3031, ~~2005~~2009 ~~compared to~~was ~~net~~solid ~~unrealized~~stock ~~depreciation~~selection ofin ~~approximately $42.6 million for~~ the ~~nine~~financials ~~months ended September 30, 2004~~sector. ~~The~~A ~~net~~focus ~~unrealized~~on ~~depreciation~~high ofquality ~~approximately~~companies ~~$3.5~~and ~~million~~exposure ~~during~~to the ~~nine~~strong ~~months~~performing ~~ended~~capital ~~September~~markets ~~30,~~industry ~~2005~~combined ~~consisted~~with ~~of approximately $0.6 million of unrealized appreciation as~~ a ~~result~~minor ofunderweight ~~increases~~to ~~in average per unit values of~~ the ~~Partnership~~overall ~~Preference~~sector ~~Units~~led ~~held and approximately $4.1 million of unrealized depreciation resulting from the recharacterization of previously recorded unrealized appreciation as realized gains due~~ to ~~the~~good ~~sales~~return ~~of Partnership Preference Units during the nine months ended September 30, 2005~~comparisons. The ~~Fund’s~~ability ~~net~~to ~~unrealized~~identify ~~depreciation~~fundamentally ~~for~~sound ~~the~~companies ~~first~~capable ~~nine months~~ of ~~2004~~weathering ~~consisted~~a ofprolonged ~~approximately~~consumer ~~$6.0~~slowdown ~~million~~buoyed ofcomparative ~~unrealized~~performance ~~depreciation resulting from decreases~~ in ~~average per unit values of~~ the ~~Partnership~~consumer ~~Preference~~staples ~~Units~~sector. ~~held~~In ~~and~~particular, ~~approximately~~owning ~~$36.6~~a ~~million~~number of ~~unrealized depreciation resulting from~~ the ~~recharacterization~~leading ofglobal ~~previously~~consumer ~~recorded~~brand ~~unrealized~~companies ~~appreciation~~in tothe ~~realized~~beverages ~~gains~~industry ~~due~~worked to ~~sales of Partnership Preference Units during~~ the ~~nine~~Portfolio’s ~~months ended September 30, 2004~~benefit.

~~Distributions~~ ~~from~~While ~~Partnership Preference Units for~~ the ~~nine~~Portfolio’s ~~months~~information ~~ended~~technology ~~September~~holdings ~~30,~~were ~~2005~~able ~~totaled approximately $1.9 million compared~~ to ~~approximately~~generate ~~$12.9~~positive ~~million~~performance ~~for~~during the ~~nine~~quarter ~~months~~ ended ~~September~~March 3031, ~~2004~~2009, athey ~~decrease~~did ofnot ~~$11.0~~keep ~~million~~pace orwith ~~85%.~~those ~~The~~of ~~decrease~~its inbenchmark. ~~the~~An ~~distributions~~underweighting ~~from~~to ~~Partnership Preference Units for~~ the ~~nine~~computer ~~months~~and ~~ended~~peripherals ~~September~~industry ~~30, 2005 was principally due to fewer Partnership Preference Units held on average~~ and ~~lower~~weak ~~average~~relative ~~distribution~~returns ~~rates. The decrease~~ in ~~average distribution rates of Partnership Preference Units was primarily due to~~ the ~~restructuring~~information oftechnology ~~certain~~services ~~Partnership~~industry ~~Preference~~dampened ~~Units (reflecting lower market rates for preferred securities) as they neared their potential call dates~~results. ~~Distributions~~In ~~from~~the ~~Partnership~~materials ~~Preference~~sector, ~~Units~~a ~~decreased~~lack ~~during~~of ~~the~~significant ~~first~~exposure ~~nine~~to ~~months~~a oflarge ~~2004~~agricultural ~~due~~chemical tocompany ~~fewer~~hurt ~~Partnership~~comparative ~~Preference~~performance ~~Units~~and ~~held~~weaker onstock ~~average~~selection and ~~lower~~an ~~average~~underweighting ~~distribution~~to ~~rates for~~ the ~~Partnership~~telecommunication ~~Preference~~services ~~Units~~sector ~~held,~~served ~~partially~~as ~~offset~~detractors ~~by a one-time special distribution~~ from ~~one~~relative ~~issuer made in connection with a restructuring of its Partnership Preference Units during the period~~performance.

Performance of ~~Interest~~Real ~~Rate~~Estate ~~Swap Agreements~~Investments. ~~For~~The ~~the nine months ended September 30, 2005, net realized and unrealized gains on the~~ Fund’s ~~interest~~real ~~rate~~estate ~~swap~~investments ~~agreements~~are ~~totaled~~held ~~approximately~~through ~~$1.9~~Belmar ~~million,~~Realty ~~compared~~Corporation to(Belmar ~~net~~Realty). ~~realized~~As ~~and unrealized losses~~ of ~~approximately~~March ~~$12.5~~31, ~~million for the nine months ended September 30~~2009, ~~2004.~~real ~~Net~~estate ~~realized~~investments ~~and unrealized~~included: ~~gains~~a onreal ~~swap~~estate ~~agreements~~joint ~~for~~venture ~~the~~(Real ~~nine~~Estate ~~months~~Joint ~~ended September 30~~Venture), ~~2005~~Brazos ~~consisted~~Property ofTrust ~~$5.7~~(Brazos); ~~million~~three ~~of unrealized appreciation due to changes~~ tenancy-in-common ~~swap~~interests ~~agreement valuations offset~~ in ~~part~~real byproperties ~~$3.8~~(Co-owned ~~million~~Property), ofBel ~~periodic~~SML ~~payments~~I, ~~made pursuant~~LLC ~~to outstanding swap agreements~~ (~~and~~Bel ~~classified~~SML ~~as net realized losses on interest rate swap agreements~~I)., ~~For~~Bel ~~the~~Marquette ~~nine~~I, ~~months~~LLC ~~ended~~(Bel ~~September~~Marquette 30I), ~~2004, net realized~~ and ~~unrealized~~Bel ~~losses~~Stamford onII ~~swap~~LLC ~~agreements~~(Bel ~~consisted~~Stamford ofII); ~~unrealized depreciation of $0.8 million on swap agreement valuation changes, $9.3 million of swap agreement periodic payments~~ and ~~$2.4~~a ~~million~~portfolio of ~~realized~~preferred ~~losses~~equity oninterests ~~termination of swap agreements. The positive contribution to Fund performance for the nine months ended September 30, 2005 from changes~~ in ~~swap~~real ~~agreement~~estate ~~valuations~~operating ~~was~~partnerships ~~attributable~~(Partnership toPreference anUnits) ~~increase~~affiliated ~~in swap rates during the period for swaps~~ with ~~maturities~~publicly ~~comparable~~traded toreal ~~those~~estate ofinvestment ~~the~~trusts ~~Fund’s swaps~~(REITs). ~~The~~Brazos ~~negative~~owns ~~impact~~industrial ondistribution ~~Fund performance~~properties. ~~for~~Bel ~~the~~SML ~~nine months ended September 30~~I, ~~2004~~Bel ~~from~~Marquette ~~changes~~I inand ~~swap~~Bel ~~agreement~~Stamford ~~valuations~~II ~~was~~own ~~attributable~~interests ~~to a decrease~~ in ~~swap~~office ~~rates~~properties ~~during~~leased ~~the~~to ~~period~~single tenants.

~~Liquidity~~ ~~and~~During ~~Capital~~the ~~Resources~~quarter ended March 31, 2009, Belmar Realty sold certain of its Partnership Preference Units for approximately $9.5 million (representing sales to the respective issuers of such Partnership Preference Units), recognizing a loss of approximately $4.6 million on the sale transaction.

~~Outstanding~~ ~~Borrowings.~~During ~~The~~the quarter ended March 31, 2009, the Fund’s ~~has~~net ~~entered~~investment ~~into~~income ~~credit~~from ~~arrangements~~real ~~with~~estate ~~DrKW~~investments ~~Holdings,~~was ~~Inc~~approximately $3.7 ~~and~~million ~~Merrill~~compared ~~Lynch Mortgage~~to ~~Capital,~~approximately ~~Inc~~$4.8 ~~(collectively,~~million for the ~~Credit~~quarter ~~Facility)~~ended ~~primarily~~March to31, ~~finance~~2008, ~~the~~a ~~Fund’s~~decrease ~~real~~of ~~estate~~$1.1 ~~investments~~million ~~and~~or ~~will~~23%. ~~continue~~The decrease was due to ~~use~~a decrease in the ~~Credit~~net ~~Facility~~investment ~~for~~income ~~such~~resulting ~~purpose~~from the sale of Bel Stamford Investors, LLC into a tenancy-in-common ~~the~~in ~~future.~~June ~~The~~2008 ~~Credit~~and ~~Facility~~lower ~~may~~distributions ~~also~~from beinvestments ~~used~~in ~~for~~Partnership ~~other purposes,~~Preference ~~including~~Units ~~any~~principally ~~liquidity~~due ~~needs~~to fewer average holdings of Partnership Preference Units during the ~~Fund~~quarter, partially offset by increases in the net investment income of Brazos. InDuring the ~~future~~quarter ended March 31, 2008, the Fund’s ~~may~~net ~~increase~~investment ~~the~~income ~~size~~from ofreal ~~the~~estate ~~Credit~~investments ~~Facility~~increased ~~(subject~~due to ~~lender~~higher ~~consent)~~distributions ~~and~~from ~~the~~investments ~~amount~~in ofPartnership ~~outstanding~~Preference ~~borrowings~~Units ~~thereunder.~~due Asto ofmore ~~September~~Partnership ~~30,~~Preference ~~2005~~Units held on average during the quarter, increases in the ~~Fund~~net ~~had outstanding~~investment ~~borrowings~~income of ~~$304.0~~Brazos ~~million~~ and ~~$104.5~~the ~~million~~acquisition of ~~unused~~Bel ~~loan~~SML ~~commitments~~I ~~under~~in ~~the~~May ~~Credit~~2007 ~~Facility~~and Bel Marquette I in July 2007.

The ~~Fund~~fair ~~has~~value ~~entered into interest rate swap agreements with respect to a substantial portion~~ of ~~its~~the Fund’s real estate investments ~~and~~was ~~associated~~approximately ~~borrowings~~$135.8 ~~Pursuant~~million toat ~~these~~March ~~agreements~~31, ~~the~~2009 ~~Fund makes~~compared ~~periodic payments~~ to ~~the~~approximately ~~counterparty~~$165.4 million at ~~predetermined~~December ~~fixed~~31, ~~rates~~2008, ina ~~exchange~~net ~~for~~decrease ~~floating-rate~~of ~~payments~~$29.6 ~~that~~million ~~fluctuate~~or ~~with one-month LIBOR~~18%. ~~During~~This ~~the~~net ~~terms~~decrease ofwas ~~the~~due ~~outstanding~~to ~~interest~~fewer ~~rate~~Partnership ~~swap~~Preference ~~agreements,~~Units ~~changes~~held inby ~~the~~Belmar ~~underlying~~Realty ~~values of~~at ~~the~~quarter ~~agreements~~end, ~~are~~a ~~recorded~~net asdecline ~~unrealized~~in ~~appreciation~~the orfair ~~depreciation.~~value As of ~~September~~continuing ~~30,~~investments ~~2005,~~in ~~the~~Partnership ~~unrealized~~Preference ~~appreciation~~Units ~~related~~held toat ~~the~~quarter ~~interest~~end, ~~rate~~a ~~swap~~decrease ~~agreements~~in ~~was~~the ~~approximately~~fair ~~$8.4~~value ~~million. As~~ of ~~December~~Belmar ~~31,~~Realty’s ~~2004,~~investment ~~the~~in ~~unrealized appreciation~~Brazos ~~related~~and todecreases in the ~~interest~~fair ~~rate~~value ~~swap~~of ~~agreements~~Co-owned ~~was approximately $2~~Property.~~7 million.~~

21 20

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

Performance of Interest Rate Swap Agreements. For the quarter ended March 31, 2009, net realized and unrealized losses on the Fund’s interest rate swap agreements totaled approximately $1.6 million, compared to approximately $5.1 million of net realized and unrealized losses for the quarter ended March 31, 2008. Net realized and unrealized losses on swap agreements for the quarter ended March 31, 2009 consisted of $1.9 million of periodic net payments made pursuant to outstanding swap agreements (and classified as net realized losses on interest rate swap agreements in the Fund’s unaudited condensed consolidated financial statements), partially offset by $0.3 million of net unrealized gains due to changes in swap agreement valuations. For the quarter ended March 31, 2008, net realized and unrealized losses on swap agreements consisted of $4.4 million of net unrealized losses due to changes in swap agreement valuations and $0.7 million of periodic net payments made pursuant to outstanding swap agreements. The positive contribution to Fund performance from changes in swap agreement valuation for the quarter ended March 31, 2009 was attributable to a decrease in the remaining term of the agreements. The negative contribution to Fund performance for the quarter ending March 31, 2008 from changes in swap agreement valuations was attributable to a decrease in swap rates during the quarter.

Liquidity and Capital Resources.

Outstanding Borrowings. The Fund has entered into credit arrangements with Dresdner Kleinwort Holdings I, Inc. (DKH) and Merrill Lynch Mortgage Capital, Inc. (MLMC) (collectively, the Credit Facility) to finance its real estate investments and to pay selling commissions and the Fund’s organizational expenses, as well as to provide for any ongoing liquidity needs of the Fund. The Fund will continue to use the Credit Facility for such purposes in the future. Any increase in the size of the Credit Facility will be subject to lender consent and may result in a change to the terms of the Credit Facility including to the interest rates and fees paid thereunder.

During the quarter ended March 31, 2009, the Fund made repayments to decrease the DKH credit arrangement by $101.2 million to an aggregate amount of outstanding borrowings of $171.8 million as of March 31, 2009. The Fund used cash proceeds from the redemption of shares of Belvedere Company and the sale of certain Partnership Preference Units to fund the paydown of the DKH credit arrangement. In addition, in February 2009, the Fund decreased the amount of the MLMC credit arrangement by $10.0 million to an aggregate amount available for borrowing of $108.5 million.

As of March 31, 2009, the Fund had outstanding borrowings of $171.8 million and unused loan commitments of $108.5 million under the Credit Facility.

The Fund has entered into interest rate swap agreements with Merrill Lynch Capital Services, Inc. to fix the cost of a substantial portion of its borrowings under the Credit Facility. Pursuant to the agreements, the Fund makes periodic payments to the counterparty at predetermined fixed rates in exchange for floating rate payments that fluctuate with the one-month London Interbank Offered Rate (LIBOR). Changes in the underlying values of the outstanding interest rate swap agreements are recorded as unrealized appreciation or depreciation. As of March 31, 2009, the accumulated unrealized depreciation related to the interest rate swap agreements was approximately $5.8 million. As of December 31, 2008, the accumulated unrealized depreciation related to the interest rate swap agreements was approximately $6.1 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~~notes ~~obligations~~secured by the real property of the Real Estate Joint Venture and ~~Net~~Co-owned ~~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~~Pursuant 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~~periodic payments atto ~~fixed~~the ~~rates~~counterparty inat ~~exchange~~predetermined ~~for~~fixed ~~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.exchange

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 5 to the Fund’s unaudited condensed consolidated financial statements in Item 1 above.21

~~Interest~~for ~~Rate~~floating ~~SensitivityCost,~~rate ~~Principal~~payments ~~(Notional)~~that ~~Amountby~~fluctuate ~~Contractual~~with ~~Maturity~~one-month LIBOR. The Fund’s interest rate swap agreements will generally increase in value when interest rates rise and ~~Callable~~decrease ~~Datefor~~in value when interest rates fall. In the ~~Twelve~~future, ~~Months~~the ~~Ended~~Fund ~~September~~may 30use 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.

					Estimated
					Fair Value as
	2006-				of Septem-
	2009	2010	Thereafter	Total	ber 30, 2005
Rate sensitive liabilities:
Long-term debt:
Fixed-rate mortgages			$451,590,399	$451,590,399	$460,200,000
Average interest rate			5.72%	5.72%
Variable-rate Credit Facility		$304,000,000		$304,000,000	$304,000,000
Average interest rate		4.07%		4.07%
Rate sensitive derivative financial
instruments:
Pay fixed / receive variable interest rate
swap agreements		$388,668,000		$388,668,000	$8,364,927
Average pay rate		4.53%		4.53%
Average receive rate		4.06%		4.06%
Rate sensitive investments:
Fixed-rate Partnership Preference Units:
MHC Operating Limited Partnership,
8.0625% Series D Cumulative
Redeemable Perpetual Preference Units,
Callable 3/24/10, Current Yield: 7.94%		$20,544,240		$20,544,240	$20,320,000
22

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.

					Estimated
					Fair Value as
	2006-				of Septem-
	2009	2010	Thereafter	Total	ber 30, 2005
PSA Institutional Partners, L.P., 6.4%
Series NN Cumulative Redeemable
Perpetual Preferred Units, Callable
3/17/10, Current Yield: 6.54%		$13,387,321		$13,387,321	$13,586,400
Vornado Realty, L.P., 6.75% Series D-14
Cumulative Redeemable Preferred Units,
Callable 9/9/10, Current Yield: 6.72%(1)		$20,000,000		$20,000,000	$20,074,444
* The amounts listed reflect the Fund’s positions as of September 30, 2005. The Fund’s current positions may differ.
(1) Belmar Realty’s interest in these Partnership Preference Units is held through Belvorn Holdings LLC.
Item 4. Controls and Procedures.

Interest Rate Sensitivity
Cost, Principal (Notional) Amount
by Contractual Maturity and Callable Date
for the Twelve Months Ended March 31,*

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.

Fair Value

as of March

2010

2011

2012

2013

2014

Thereafter

Total

31, 2009

Rate sensitive

liabilities:

Long-term debt:

Variable-rate Credit

Facility

$171,800,000

Average interest rate

0.70%

Rate sensitive

derivative financial

instruments:

Pay fixed / receive

variable interest rate

swap agreements

$160,068,000

$(5,804,747)

Average pay rate

3.95%

Average receive rate

0.70%

Rate sensitive

investments:

Fixed-rate Partnership

Preference Units:

Colonial Realty

Limited Partnership,

7.25% Series B

Cumulative

Redeemable Perpetual

Preferred Units,

Callable 8/24/09,

Current Yield: 17.90% $19,657,614

$19,657,614

$8,302,500

Essex Portfolio, L.P.,

7.875% Series B

Cumulative

Redeemable Preferred

Units,

Callable 12/31/09,

Current Yield: 13.38% $13,756,573

$13,756,573

$8,095,093

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.22

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.

Fair Value

as of March

2010

2011

2012

2013

2014

Thereafter

Total

31, 2009

Liberty Property

Limited Partnership,

7.40% Series H

Cumulative

Redeemable Preferred

Units,

Callable 8/21/12,

Current Yield: 12.70%

$15,000,000

$8,742,000

MHC Operating

Limited Partnership,

8.0625% Series D

Cumulative

Redeemable Perpetual

Preference Units,

Callable 3/24/10,

Current Yield: 14.90% $27,470,980

$27,470,980

$14,883,000

Vornado Realty L.P.,

6.75% Series D-14

Cumulative

Redeemable Preferred

Units, Callable 9/9/10,

Current Yield:

12.70%⁽¹⁾

$24,307,986

$15,948,238

PART II. OTHER INFORMATION

*	The amounts listed reflect the Fund’s positions as of March 31, 2009. The Fund’s current positions may differ.
(1)	Belmar Realty’s interest in these Partnership Preference Units is held through Belvorn Holdings LLC.

~~Item~~Risks 1of Interest Rate Swap Agreements. ~~Legal~~The ~~Proceedings~~risks of interest rate swap agreements include changes in market conditions that will affect the value of the agreement or the cash flows and the possible inability of the counterparty to fulfill its obligations under the agreement. Interest rate swap agreements may be difficult to value and may be illiquid. The Fund’s maximum risk of loss from counterparty credit risk is the discounted net value of the cash flows to be received from/paid to the counterparty over the agreement’s remaining life, to the extent that amount is positive.

~~Although~~Item ~~in the~~4. ~~ordinary~~Controls ~~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~~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, 2009, the Fund’s disclosure controls and procedures were effective.

Internal Control Over Financial Reporting. There were no changes in the Fund’s internal control over financial reporting that occurred during the quarter ended March 31, 2009 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 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 ended December 31, 2008 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 ended December 31, ~~2004~~2008, shares of the Fund generally may be redeemed ~~by Fund Shareholders~~ on any business day. ~~Redemptions~~ ~~are~~The ~~met~~redemption atprice will be based on the net asset value ~~per~~next ~~share~~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 ~~right~~Fund ~~to redeem~~may, isat ~~available~~its todiscretion, ~~all~~accept ~~Shareholders~~redemption requests submitted by facsimile transmission, although an original letter of instruction and ~~all~~supporting ~~outstanding~~documents ~~Fund~~must ~~shares~~be delivered before proceeds are ~~eligible~~ ~~(except~~delivered. ~~for~~Once ~~Shares~~accepted, ~~subject~~a toredemption anrequest ~~estate~~may ~~freeze~~not ~~election~~be asrevoked ~~described~~without ~~in Item~~the 5consent of the Fund. Settlement of redemptions will ordinarily occur within five business days of receipt by the Fund’s ~~Annual~~transfer ~~Report~~agent onof ~~Form~~the ~~10-K~~original ~~for~~redemption request in good order, and (if applicable) promptly following registration and processing of stock certificates by the ~~fiscal~~transfer ~~year~~agent ~~ending December~~of ~~31,~~the ~~2004~~issuer of the distributed securities. The right to redeem is available to all shareholders and all outstanding Fund shares generally are eligible for redemption (except for shares subject to an estate freeze election). During each month in the quarter ended ~~September~~March 3031, ~~2005~~2009, the total number of shares redeemed and the average price paid per share were as follows:

	Total No. of Shares	Average Price Paid
Month Ended	Redeemed(1)	Per Share
July 31, 2005	73,371.423	$91.41
January 31, 2009	1,231,161.144	$56.80
August 31, 2005	102,773.166	$92.31
February 28, 2009	104,264.471	$51.20
September 30, 2005	102,306.937	$92.90
March 31, 2009	439,148.183	$44.94
Total	~~278~~1,~~451~~774,573.~~526~~798	$9248.7355

(1) All shares redeemed during the periods were redeemed at the option of ~~Shareholders~~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~~quarter ~~months~~ ended ~~September~~ 30March 31, ~~2005~~2009.

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:


(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

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:


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.

~~None.~~ 26

24SIGNATURES

~~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 11, 2009.

~~Pursuant~~BELMAR toCAPITAL ~~the~~FUND ~~requirements~~LLC of/s/ ~~the~~Andrew ~~Securities~~C. ~~Exchange~~Frenette ~~Act~~Andrew ofC. ~~1934,~~Frenette asChief ~~amended,~~Financial ~~the~~Officer ~~registrant~~(Duly ~~has~~Authorized ~~duly~~Officer ~~caused~~and ~~this~~Principal ~~report~~Financial ~~to be signed on its behalf by the undersigned duly authorized officer on November 9, 2005.~~Officer)

~~BELMAR CAPITAL FUND LLC~~27

/s/ Michelle A. Green Michelle A. Green Chief Financial Officer (Duly Authorized Officer and Principal Financial Officer)


		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

25 28

EXHIBIT INDEX

31.1	Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 302 of the Sarbanes- Oxley Act of 2002
31.2	Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 302 of the Sarbanes- Oxley Act of 2002
32.1	Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes- Oxley Act of 2002
32.2	Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes- Oxley Act of 2002

Three Months Ended

March 31, 2009

March 31, 2008

Distribution and servicing fees

Interest expense on Credit Facility

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