UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-K

                ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934
                   For the Fiscal Year Ended December 31, 2001
                         Commission File No. 000-1108991

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

              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
                               ----------------------

Securities registered pursuant to Section 12(b) of the Act:    None
                                                            ----------

Securities registered pursuant to Section 12(g) of the Act:

           Limited Liability Company Interests in the Fund ("Shares")
           ----------------------------------------------------------
                                (Title of class)

     Indicate  by check mark  whether the  Registrant  (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
Registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days.  Yes  X    No
                                               ---      ---

     Indicate by check mark if disclosure of delinquent  filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's  knowledge,  in definitive proxy or information  statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.  [ X ]

     Aggregate market value of the Shares held by  non-affiliates of Registrant,
based on the closing net asset  value on February  28, 2002 was  $2,063,029,317.
Calculation  of holdings by  non-affiliates  is based upon the  assumption,  for
these purposes only, that the Registrant's  manager,  its executive officers and
directors  and  persons  holding  5% or  more  of the  Registrant's  Shares  are
affiliates.

                           Incorporation by Reference:
                           ---------------------------

     The financial  statements  contained in Registrant's Form 10 filed with the
Securities   and  Exchange   Commission  on  April  30,  2001   (Accession   No.
0000940394-01-500185)  have been  incorporated  into the following Parts of this
report: Part II and Part III.

                    The Exhibit Index is located on page 51.

<PAGE>

                                     PART I
                                     ------


ITEM 1.  BUSINESS.
------------------

     Belmar  Capital  Fund LLC (the  "Fund")  is a  Delaware  limited  liability
company  organized  in  1999  to  provide   diversification   and  tax-sensitive
investment management to investors who are "qualified  purchasers" as defined in
Section 2(a)(51)(A) of the Investment Company Act of 1940, as amended (the "1940
Act"), and the rules thereunder. The Fund commenced its investment operations on
March 17, 2000. The Fund conducted no operations prior to that date.

     The Fund  seeks to  achieve  long-term,  after-tax  returns  for  qualified
purchasers who have invested in the Fund  ("Shareholders")  by acquiring limited
liability  company  interests  ("Shares")  in the  Fund.  The Fund  pursues  its
investment  objective  primarily by investing  indirectly in Tax-Managed  Growth
Portfolio (the  "Portfolio"),  a  diversified,  open-end  management  investment
company  registered under the 1940 Act, with net assets of  approximately  $18.3
billion  as of  December  31,  2001.  The  Portfolio  was  organized  in 1995 as
successor to the investment  operations of Eaton Vance  Tax-Managed  Growth Fund
1.0 (formerly  Capital  Exchange  Fund),  a mutual fund  established in 1966 and
managed from inception for long-term,  after-tax returns. The Fund maintains its
indirect  investment  in the  Portfolio by  investing in Belvedere  Capital Fund
Company LLC (the "Company"),  a separate Massachusetts limited liability company
that  invests  exclusively  in the  Portfolio.  As of  December  31,  2001,  the
investment  assets of the Company  consisted  exclusively  of an interest in the
Portfolio with a value of $10.33  billion.  As of such date,  assets of the Fund
invested in the Company totaled $2.13 billion.

     The  investment  objective  of  the  Portfolio  is  to  achieve  long-term,
after-tax  returns for its investors by investing in a diversified  portfolio of
equity  securities.  The Portfolio  emphasizes  investments  in common stocks of
domestic and foreign growth  companies that are considered to be high in quality
and  attractive in their  long-term  investment  prospects.  Under normal market
conditions,  the Portfolio  invests at least 65% of its assets in common stocks.
Although the Portfolio may also invest in investment-grade  preferred stocks and
debt securities, purchases of such securities are normally limited to securities
convertible into common stocks and temporary investments in short-term notes and
government  obligations.  During periods in which the investment  adviser to the
Portfolio  believes that returns on common stock investments may be unfavorable,
the Portfolio may invest a portion of its assets in U.S. government  obligations
and high quality  short-term notes. The Portfolio's  holdings represent a number
of  different  industries.  Not more than 25% of the  Portfolio's  assets may be
invested in the securities of issuers having their principal  business  activity
in the  same  industry,  determined  as of the time of  acquisition  of any such
securities.

     In its  operations,  the Portfolio  seeks to achieve  long-term,  after-tax
returns in part by minimizing  the taxes  incurred by investors in the Portfolio
in connection with the Portfolio's investment income and realized capital gains.
Taxes  on   investment   income  are   minimized  by   investing   primarily  in
lower-yielding  securities.  Taxes on realized  capital  gains are  minimized by
avoiding or minimizing  the sale of securities  holdings with large  accumulated
capital gains. The Portfolio seeks to invest in a broadly diversified  portfolio
of stocks and to invest primarily in established  companies with characteristics
of above-average growth, predictability and stability that are acquired with the
expectation of being held for a period of years.  The Portfolio  generally seeks
to avoid realizing  short-term  capital gains. When a decision is made to sell a
particular  appreciated  security,  the Portfolio will select for sale the share
lots resulting in the most favorable tax treatment, generally those with holding
periods  sufficient to qualify for long-term  capital gains  treatment that have
the highest cost basis. The Portfolio may, when deemed prudent by its investment
adviser,  sell  securities to realize  capital losses that can be used to offset
realized gains.

     To  protect  against  price  declines  in  securities  holdings  with large
accumulated capital gains, the Portfolio may use various investment  techniques,
including,  but not limited to, the purchase of put options on securities  held,


<PAGE>

equity  collars  (combining  the purchase of a put option and the sale of a call
option),  equity swaps, covered short sales, and the sale of stock index futures
contracts.  By using these techniques  rather than selling such securities,  the
Portfolio can reduce its exposure to price  declines in the  securities  without
realizing  substantial  capital  gains under  current tax law.  The  Portfolio's
ability to utilize covered short sales,  certain equity swaps and certain equity
collar  strategies  as a  tax-efficient  management  technique  with  respect to
holdings of  appreciated  securities  is limited to  circumstances  in which the
hedging  transaction  is closed  out  within  thirty  days  after the end of the
Portfolio's taxable year and the underlying  appreciated  securities position is
held unhedged for at least the next sixty days after such hedging transaction is
closed.  The use of these  investment  techniques  may require the  Portfolio to
commit or make available cash and, therefore, may not be available at such times
as the Portfolio has limited holdings of cash.

     Separate from its investment in the Portfolio through the Company, the Fund
invests  through  its  subsidiary,  Belmar  Realty  Corporation  ("BRC"),  in  a
portfolio  of  income-producing   preferred  equity  interests  in  real  estate
operating  partnerships  generally affiliated with real estate investment trusts
("REITs")  that  are  publicly  traded  ("Partnership   Preference  Units")  and
interests  in  real  estate  joint  ventures  ("Real  Estate  Joint   Ventures")
(collectively,  "real  estate  investments").  BRC may make other  types of real
estate  investments,  such as interests in real properties  subject to long-term
leases.  BRC may purchase real estate  investments from, and sell them to, other
investment funds sponsored by the Eaton Vance organization and REIT subsidiaries
thereof.

     Each issue of Partnership Preference Units held by BRC pays, or is expected
to pay,  regular  quarterly  dividends  at fixed  rates.  None of the  issues of
Partnership  Preference  Units is or will be registered under the Securities Act
of 1933, as amended (the  "Securities  Act"),  and each issue is thus subject to
restrictions on transfer. BRC invests in Partnership Preference Units of issuers
whose  preferred  equity or senior  debt  securities  have been  deemed by BRC's
investment  adviser to be of  investment-grade  quality at the time of purchase.
Each Real Estate Joint  Venture in which BRC invests  will be majority  owned by
BRC. The  principal  minority  investor in each Real Estate  Joint  Venture (the
"Operating  Partner") will own a substantial  interest  therein and will provide
the day-to-day operating management of the Real Estate Joint Venture, subject to
the oversight of a board of directors  controlled by BRC. Operating Partners may
include  publicly-traded  REITs or their  affiliates,  as well as  private  real
estate operating  companies.  It is expected that each Real Estate Joint Venture
entered by BRC will be structured as described below. The property owned by each
Real Estate Joint Venture is expected to be primarily  multi-family  residential
properties, but may include other types of properties.

     At December 31, 2001,  BRC owned a controlling  interest in one Real Estate
Joint Venture.  The assets of the Real Estate Joint Venture consist primarily of
multi-family  residential  properties  acquired from or in conjunction  with the
Operating  Partner.  Real  Estate  Joint  Venture  distributable  cash flows are
allocated  such that BRC:  1) holds a priority  position  versus  the  Operating
Partner with respect to a fixed annual preferred return;  and 2) participates on
a pro rata or reduced basis in distributable  cash flows in excess of the annual
preferred  return of BRC and a  subordinated  preferred  return of the Operating
Partner. The Real Estate Joint Venture includes a buy/sell provision that can be
activated by either BRC or the Operating  Partner after a fixed period of years.
Financing  for the Real Estate Joint  Venture  consists  primarily of fixed-rate
secured  mortgage  debt  obligations  of the  Real  Estate  Joint  Venture  that
generally  are without  recourse to BRC and the Fund.  Equity  capital  also was
invested  in the Real  Estate  Joint  Venture by BRC and the  Operating  Partner
thereof.  BRC's equity in the Real Estate Joint  Venture was acquired  using the
proceeds  of Fund  borrowings.  For a  description  of BRC's real  estate  joint
venture, see Item 2 below.

     BRC is a Delaware  corporation that operates in such a manner as to qualify
for taxation as a REIT under the Internal Revenue Code (the "Code").  As a REIT,
BRC  generally  is not  subject  to federal  income  tax on that  portion of its
ordinary  income or taxable gain that it  distributes to its  stockholders  each
year.  The Fund owns 100% of the common stock issued by BRC, and intends to hold
all of BRC's  common  stock at all times.  Additionally,  at December  31, 2001,
2,100 shares of Class A preferred stock were outstanding. The preferred stock is

                                     -2-
<PAGE>

owned by approximately  105 charitable  organizations.  As at December 31, 2001,
assets of the Fund invested in BRC totaled $639.9 million.

     The Fund's  investments  in real  estate  through  BRC are  financed  using
borrowings under a seven-year revolving securitization facility (the "Commercial
Paper  Facility") of up to $700 million with a special purpose  commercial paper
issuer (the "CP Issuer") and Citicorp  North  America,  Inc. as agent for the CP
Issuer.  The  Commercial  Paper  Facility is supported by a committed  liquidity
facility (the  "Liquidity  Facility")  provided by Citibank,  N.A.,  under which
borrowings may be made for a maximum term of seven years from the Fund's initial
closing  (held on March 17,  2000).  On borrowings  under the  Commercial  Paper
Facility,  the Fund pays a rate of  interest  equal to the CP  Issuer's  cost of
commercial paper funding plus a margin and certain fees and expenses. Based upon
the CP Issuer's historical cost of funding, it is expected that borrowings under
the  Commercial  Paper  Facility  will be at an  annual  rate  of  approximately
one-month LIBOR plus 0.40%. The Fund also pays a commitment fee of approximately
0.18% per year on the unused portion of the Commercial  Paper  Facility.  In the
event that the CP Issuer is unable or  unwilling  to  maintain  advances  to the
Fund,  it may assign its advances to the  providers of the  Liquidity  Facility.
Borrowings  under the Liquidity  Facility will be at an annual rate of one-month
LIBOR plus 0.75%. The Fund's obligations under the Commercial Paper Facility and
Liquidity Facility (collectively, the "Credit Facility") are secured by a pledge
of substantially all of its assets, including BRC common stock and shares of the
Company held by the Fund. As of December 31, 2001,  outstanding borrowings under
the Credit  Facility  totaled  $613.5  million,  and the unused loan  commitment
amount was $86.5 million.

     The Fund has entered into  cancelable  interest rate swap  agreements  (the
"swap agreements") with Merrill Lynch Capital Services,  Inc. ("MLCS"),  to lock
in a positive spread between the distributions expected from BRC's equity in its
real estate  investments and the interest cost of the associated Fund borrowings
under the Credit Facility. The swap agreements are valued on an ongoing basis by
the Fund's  investment  adviser.  Fluctuations  in the value of the real  estate
investments  derived from other factors besides general  interest rate movements
(including     issuer-specific    and    sector-specific     credit    concerns,
property-specific  concerns and changes in interest  rate spread  relationships)
are not offset by changes in the value of the swap agreements.  The Fund has the
right to terminate  the swap  agreements  beginning in 2003,  generally at dates
corresponding  approximately  to the  initial  call  dates  of  the  Partnership
Preference Units held by BRC. MLCS is a secured party under the Credit Facility.
The obligations of MLCS under the arrangements are supported by the guarantee of
Merrill Lynch & Co., Inc.

     In addition to its investment in the Portfolio  through the Company and its
investment in BRC, the Fund may invest directly in traded  physical  commodities
(other than  precious  metals)  and  certain  other types of assets that are not
securities.

     The Fund issued Shares to  Shareholders  at closings  taking place on March
17, 2000,  May 16, 2000,  July 19, 2000,  September  27, 2000,  and November 29,
2000. At the five  closings,  an aggregate of  25,888,893  Shares were issued in
exchange for Shareholder  contributions totaling $2,605 million. All Shareholder
contributions  (other than contributions by the Fund's Manager) were made in the
form of  securities.  At each  closing,  all of the  securities  contributed  by
Shareholders  were  exchanged  by the Fund into the  Company  for  shares of the
Company.  Immediately  thereafter,  all of such securities were exchanged by the
Company into the Portfolio for an interest in the Portfolio.

     Shares  of the Fund were  privately  offered  and sold only to  "accredited
investors"  as  defined  in Rule  501(a)  under  the  Securities  Act  who  were
"qualified  purchasers" (as defined in Section 2(a)(51)(A) of the 1940 Act). The
offering was conducted by Eaton Vance  Distributors,  Inc.  ("EVD") as placement
agent and by certain  subagents  appointed by EVD in reliance upon the exemption
from registration provided by Rule 506 under the Securities Act.

                                      -3-
<PAGE>

     The Fund discontinued its private offering on November 29, 2000.

     The Fund has no officers or employees, inasmuch as its business affairs are
conducted  by its  Manager,  Eaton Vance  Management  ("EVM"),  a  Massachusetts
business  trust with  offices at The Eaton  Vance  Building,  255 State  Street,
Boston,  Massachusetts 02109, and its investment operations are conducted by its
investment adviser, Boston Management and Research, a wholly-owned subsidiary of
EVM.

ITEM 2.  PROPERTIES.
--------------------

     The Fund does not own any physical  properties,  other than indirectly as a
result of BRC's investments in Partnership Preference Units and BRC's controlled
subsidiary.  At December 31, 2001,  in addition to  investments  in  Partnership
Preference Units, BRC owned a majority interest in Bel Alliance Apartments, LLC,
which  owns  20  multi-family  residential  properties  in nine  states  (Texas,
Virginia,  Tennessee, South Carolina,  Missouri, Nevada, Georgia, North Carolina
and Florida).

ITEM 3.  LEGAL PROCEEDINGS.
---------------------------

     Although in the  ordinary  course of  business,  the Fund,  BRC or the real
estate  investments  in which BRC has equity  interests  may become  involved in
legal  proceedings,  the  Fund  is not  aware  of  any  material  pending  legal
proceedings  to which the Fund or BRC is a party or of which  any of BRC's  real
estate investments is the subject.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
-------------------------------------------------------------

     No items were  submitted  to a vote of security  holders  during the fiscal
year ended December 31, 2001.

                                     PART II

ITEM 5.  MARKET FOR THE FUND'S SHARES AND RELATED SHAREHOLDER MATTERS.
----------------------------------------------------------------------

     (a)  Market Information,  Restrictions on Transfer of Shares and Redemption
          of Shares.

     There is no  established  public trading market for the Shares of the Fund,
and the transfer of Shares is severely  restricted by the Operating Agreement of
the Fund.

     Other than  transfer to the Fund in a  redemption,  transfers of Shares are
expressly  prohibited  without the consent of EVM, which consent may be withheld
in its sole discretion for any reason or for no reason. The Shares have not been
and will not be  registered  under  the  Securities  Act,  and may not be resold
unless an exemption from such  registration is available.  Shareholders  have no
right to  require  registration  of the  Shares  and the Fund does not intend to
register  the  Shares  under the  Securities  Act or take any action to cause an
exemption  (whether  pursuant to Rule 144 of the Securities Act or otherwise) to
be available. The Fund is not and will not be registered under the 1940 Act, and
no transfer  of Shares may be made that would,  in the opinion of counsel to the
Fund,  result in the Fund being required to be registered under the 1940 Act. In
addition,  no transfer of Shares may be made  unless,  in the opinion of counsel
for the Fund,  such  transfer  would not result in  termination  of the Fund for
purposes of Section 708 of the Code or result in the  classification of the Fund
as an  association  or a publicly  traded  partnership  taxable as a corporation
under the Code. In no event shall all or any part of a  Shareholder's  Shares be
assigned to a minor or an  incompetent,  unless in trust for the benefit of such
person. Shares may be sold, transferred,  assigned or otherwise disposed of by a
Shareholder  only if, in the opinion of counsel,  such  transfer,  assignment or
disposition  would not violate federal  securities or state  securities or "blue
sky" laws (including investor qualification standards).

                                      -4-
<PAGE>

     Shares  of  the  Fund  generally  may be  redeemed  on  any  business  day.
Redemptions  of Shares  held for at least  three  years will be met at net asset
value. Shares redeemed within three years of issuance are generally subject to a
redemption  fee equal to 1% of the net asset value of the Shares  redeemed.  See
Item 13 below.  The Fund meets redemption  requests  principally by distributing
securities drawn from the Portfolio,  but may also distribute cash. If requested
by a  redeeming  Shareholder,  the  Fund  will  meet  a  redemption  request  by
distributing  securities  that were  contributed  by the redeeming  Shareholder,
provided  that  such  securities  are  held  in the  Portfolio  at the  time  of
redemption.  The securities contributed by a Shareholder will not be distributed
to any other Shareholder in the Fund (or to any other investor in the Company or
the Portfolio)  during the first seven years  following  their  contribution.  A
shareholder   redemption  request  within  seven  years  of  a  contribution  of
securities by such Shareholder will ordinarily be met by distributing securities
that  were  contributed  by such  Shareholder,  prior  to  distributing  to such
Shareholder any other securities held in the Portfolio.  Securities  contributed
by a Shareholder  may be  distributed to other  Shareholders  in the Fund (or to
other  investors in the Company or the  Portfolio)  after a holding period of at
least  seven  years  and,  if so  distributed,  would not be  available  to meet
subsequent  redemption  requests  made  by  the  contributing  Shareholder.   If
requested by a redeeming  Shareholder making a redemption of at least $1 million
occurring more than seven years after such Shareholder's  admission to the Fund,
the Fund will  generally  distribute to the redeeming  Shareholder a diversified
basket of securities  representing a range of industry groups that is drawn from
the Portfolio,  but the selection of individual  securities would be made by BMR
in its sole  discretion.  No Partnership  Preference  Units or other real estate
investments  held by BRC will be distributed to meet a redemption  request,  and
"restricted  securities"  will  be  distributed  only  to  the  Shareholder  who
contributed such securities or such Shareholder's  successor in interest.  Other
than as set forth above,  the allocation of each redemption  between  securities
and cash and the selection of securities to be  distributed  will be at the sole
discretion of BMR. Distributed  securities may include securities contributed by
Shareholders  as  well  as  other  readily  marketable  securities  held  in the
Portfolio.  The value of securities  and cash  distributed  to meet a redemption
will equal the net asset value of the number of Shares being  redeemed  less the
applicable redemption fee, if any. The Fund's Credit Facility prohibits the Fund
from honoring redemption requests while there is outstanding an event of default
under the Credit Facility.

     The Fund may  compulsorily  redeem  all or a  portion  of the  Shares  of a
Shareholder  if the Fund has  determined  that such  redemption  is necessary or
appropriate to avoid registration of the Fund or the Company under the 1940 Act,
to avoid adverse tax or other  consequences to the Portfolio,  the Company,  the
Fund or the  Shareholders,  or to discharge  such  Shareholder's  obligation  to
reimburse the Fund for state taxes paid by the Fund on behalf of the Shareholder
and accrued  interest  thereon.  No redemption  fee is payable in the event of a
compulsory redemption.

     Subject to the consent of the  Manager,  a  Shareholder  may make an estate
freeze election pursuant to which all or a portion of such Shareholder's  Shares
will be  divided  into  Preferred  Shares  and  Common  Shares  ("Estate  Freeze
Shares").  Such division  will be made in  accordance  with the terms of the LLC
Agreement.  Estate Freeze Shares are not transferable without the consent of the
Fund's Manager and have no daily redemption rights or voting or consent rights.

     The high and low net asset  values per Share of the Fund  during  each full
quarterly  period  from the  Fund's  inception  through  the  fiscal  year ended
December 31, 2001 are as follows:

     Quarter Ended               High                Low
     -------------               ----                ---
        12/31/01                $ 88.73             $77.55
         9/30/01                $ 93.07             $71.34
         6/30/01                $ 98.30             $82.56
         3/31/01                $100.21             $83.53
        12/31/00                $103.11             $93.56
         9/30/00                $106.55             $98.08
         6/30/00                $102.81             $90.86

                                      -5-
<PAGE>

     There are no  outstanding  options or warrants to purchase,  or  securities
convertible into, Shares of the Fund. Shares of the Fund cannot be sold pursuant
to Rule 144 under the Securities  Act, and the Fund does not propose to publicly
offer any of its Shares at any time.

     (b)  Record Holders of Shares of the Fund.

     As of February  28,  2002,  there were 801 record  holders of Shares of the
Fund.

     (c)  Distributions.

     Except as provided in the next  paragraph,  the Fund intends to make annual
income  distributions  approximately  equal to the amount of its net  investment
income,  if any, and annual capital gains  distributions  equal to approximately
22% of the  amount  of its  net  realized  capital  gains,  if any,  other  than
precontribution  gain  allocated to a Shareholder  in  connection  with a tender
offer or other extraordinary corporate event involving a security contributed by
such  Shareholder.  In  addition,  whenever  a  distribution  in  respect  of  a
precontribution   gain  is  made,  the  Fund  intends  to  make  a  supplemental
distribution   generally   equal   to   approximately   6%  of   the   allocated
precontribution   gain  or  such  other  percentage  as  deemed  appropriate  to
compensate  Shareholders  receiving such distributions for taxes that may be due
in connection with the precontribution gain and supplemental distributions.  The
Fund's  distribution  rates with respect to realized  gains may be adjusted at a
future time to reflect  changes in the  effective  maximum  marginal  individual
federal  tax  rate   applicable   to  long-term   capital   gains.   Shareholder
distributions   with   respect   to   net   investment   income   and   realized
post-contribution  gains  will be made pro rata in  proportion  to the number of
Shares held as of the record date of the  distribution.  Distributions  that are
made  in  respect  of  realized   precontribution   gains  and  the   associated
supplemental  distributions will be made solely to the Shareholders to whom such
gain is  allocated.  The Fund's net  investment  income and net  realized  gains
include the Fund's allocated share of the net investment income and net realized
gains, the Company and, indirectly,  the Portfolio plus all income earned in the
Fund's direct and indirect  investments,  less all actual and accrued expense of
the Fund and BRC. The Fund's Credit Facility  prohibits the Fund from making any
distribution  to  Shareholders  while there is  outstanding  an event of default
under the Credit Facility.

     On December 31, 2001,  the Fund made a  distribution  of $0.79 per Share to
Shareholders of record on December 28, 2001. On December 29, 2000, the Fund made
a  distribution  of $0.30 per Share to  Shareholders  of record on December  28,
2000.

     (d)  Recent Sales of Unregistered Securities.

     The  Fund  held its  initial  closing  on March  17,  2000,  at which  time
qualified purchasers contributed cash of $105,000* and equity securities with an
aggregate  exchange  value of $639.3  million in exchange  for an  aggregate  of
6,375,155 Shares of the Fund. Shares of the Fund were privately offered and sold
only to  "accredited  investors" as defined in Rule 501 (a) under the Securities
Act who were "qualified  purchasers"  (as defined in Section  2(a)(51)(A) of the
1940 Act) in certain  states  through  EVD,  the  placement  agent,  and certain
subagents  appointed by EVD in reliance  upon the  exemption  from  registration
provided by Rule 506 under the Securities Act.

     The Fund held a second  closing on May 16,  2000,  at which time  qualified
purchasers  contributed  equity  securities with an aggregate  exchange value of
$413.5 million in exchange for an aggregate of 4,131,104 Shares of the Fund. The
Fund held a third closing on July 19, 2000, at which time  qualified  purchasers
contributed equity securities with an aggregate exchange value of $635.8 million
in exchange for an aggregate  of 6,127,268  Shares of the Fund.  The Fund held a
fourth  closing  on  September  27,  2000,  at which time  qualified  purchasers

------------------------
*  Contributed  by EVM  in exchange  for  1,050 Shares of  the Fund.  No selling
   commission applied to such Shares.

                                      -6-
<PAGE>

contributed equity securities with an aggregate exchange value of $310.0 million
in exchange for an aggregate  of 3,015,088  Shares of the Fund.  The Fund held a
fifth and final closing on November 29, 2000, at which time qualified purchasers
contributed equity securities with an aggregate exchange value of $606.8 million
in exchange for an aggregate of 6,240,278 Shares of the Fund. In connection with
each of the foregoing  closings,  Shares of the Fund were privately  offered and
sold only to accredited  investors who were  qualified  purchasers in the manner
described above.

ITEM 6.  FINANCIAL INFORMATION.
-------------------------------

         The Fund commenced its investment operations on March 17, 2000 and the
consolidated data referred to below reflects the period commencing on that date
through December 31, 2000 and the fiscal year ended December 31, 2001.

Table of Selected                          Fiscal Year Ended     Period Ended
  Financial Data                           December 31, 2001   December 31, 2000
-----------------                          -----------------   -----------------

Total investment income                     $  103,489,725      $   53,330,719

Interest expense                            $   71,529,573      $   31,403,533

Net expenses (including interest expense)   $  102,836,368      $   45,082,887

Net investment income                       $      432,985      $    7,930,494

Minority interest in net income             $      220,372      $      317,338

Net realized gain (loss)                    $   (9,873,535)     $   13,706,147

Net change in unrealized depreciation       $ (230,675,625)     $  (74,236,068)

Net decrease in net assets from operations  $ (240,116,175)     $  (52,599,427)

Total assets                                $2,964,228,865      $3,321,914,650

Loan payable                                $  613,500,000      $  613,500,000

Net assets                                  $2,108,684,133      $2,457,715,428

Shares outstanding                              24,134,504          25,122,311

Net Asset Value and Redemption Price per Share      $87.37              $97.83

Distribution paid per Share                          $0.79               $0.30

ITEM 7. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL  CONDITION AND RESULT
        OF OPERATIONS.
--------------------------------------------------------------------------------

Results of Operations
---------------------

     Increases and decreases in the Fund's net asset value per Share are derived
from net investment income or loss, and realized and unrealized gains and losses
on  investments,  including  securities  investments  held  through  the  Fund's
indirect  interest   (through  the  Company)  in  the  Portfolio,   real  estate
investments held through BRC and any direct investments of the Fund. Expenses of
the Fund  include its pro-rata  share of the  expenses of BRC, the Company,  and
indirectly  the  Portfolio,  as well as the actual and  accrued  expenses of the
Fund.  The Fund's most  significant  expense is interest  incurred on borrowings
under the Credit  Facility.  Fund  borrowings  are used primarily to finance the
purchase  of real  estate  investments  through  BRC.  The Fund's  realized  and
unrealized  gains and losses on investments  are based on its allocated share of
the realized and unrealized gains and losses of the Company,  and indirectly the
Portfolio,  as well as realized and  unrealized  gains and losses on real estate
investments  held through BRC. The realized and  unrealized  gains and losses on

                                      -7-
<PAGE>

investments have the most  significant  impact on the Fund's net asset value per
Share and result from sales of such  investments and changes in their underlying
value.  The investments of the Portfolio  consist  primarily of common stocks of
domestic and foreign growth  companies that are considered to be high in quality
and attractive in their long-term investment  prospects.  Because the securities
holdings  of the  Portfolio  are broadly  diversified,  the  performance  of the
Portfolio  cannot  be  attributed  to one  particular  stock  or one  particular
industry or market  sector.  The  performance  of the Portfolio and the Fund are
substantially  influenced by the overall  performance of the United States stock
market,  as well as by the  relative  performance  versus the overall  market of
specific  stocks and classes of stocks in which the  Portfolio  maintains  large
positions.  Through the impact of interest  rates on the valuation of the Fund's
real estate investments in Partnership Preference Units held through BRC and its
positions in swap  agreements,  the  performance of the Fund is also affected by
movements  in  interest  rates and,  particularly,  by changes in credit  spread
relationships.  On a combined  basis,  the Fund's  real  estate  investments  in
Partnership  Preference Units and interest rate swaps generally decline in value
when credit  spreads widen (as fixed income markets grow more  risk-averse)  and
generally increase in value when credit spreads tighten.

     The Fund's total return for the period from its inception on March 17, 2000
through  December  31, 2000 was -1.88%.  This return  reflects a decrease in the
Fund's net asset  value per Share from  $100.00 to $97.83,  and the payment of a
distribution  of $0.30 per share at the conclusion of the year. For  comparison,
the  Standard & Poor's 500 Index (the "S&P 500"),  an unmanaged  index  commonly
used to measure the  performance of U.S.  stocks,  had a total return of -11.14%
over the same period.

     The Fund's  total  return for the fiscal year ended  December  31, 2001 was
-9.90%.  This return reflects a decrease in the Fund's net asset value per Share
from $97.83 to $87.37,  and the payment of a distribution  of $0.79 per share at
the conclusion of the year. For comparison, the S&P 500 Index had a total return
of -11.88% over the same period.

     The year 2001  witnessed  a  significant  slowing  of the U.S.  and  global
economies,  characterized by deteriorating  corporate  profits,  job layoffs and
sharply lower capital spending.  Against this discouraging  backdrop, the equity
markets moved  dramatically lower through much of the year. The tragic events of
September 11th served to accelerate the downward trend. In their wake,  consumer
spending  declined sharply and the U.S. economy slid into recession in the third
quarter as the nation's Gross Domestic  Product  contracted 1.3%, the first such
quarterly decline since 1991. The initial estimates from the Commerce Department
for the fourth quarter indicated that GDP grew by a modest 0.2%. In an effort to
stimulate economic activity, the Federal Reserve has continued the accommodative
monetary  policy it began in January 2001. By year-end,  the Fed had lowered its
benchmark Federal Funds rate - a key short-term  interest rate barometer - on 11
occasions by a total of 475 basis points (4.75%).

     Even as the economy  continued to struggle in the fourth quarter,  the U.S.
equity markets started to gain some traction in October.  The fourth quarter saw
a sharp rebound from the  September  lows,  led by  technology  stocks and other
aggressive sectors of the market. But the late gains were not sufficient for the
broad market to avoid its second consecutive year of negative returns.

     The combined impact on performance of the Fund's investments and activities
outside of the  Portfolio was modestly  negative.  The  performance  of the Fund
trailed that of the Portfolio by 0.23% for the year.  Investments in Partnership
Preference  Units  benefited  from the spread  tightening  that occurred in many
fixed-income  markets,  particularly  in the first half of the year.  The Fund's
interest rate swaps declined in value as interest rates fell.  Operating results
for the Fund's  indirect  investments  in real  estate  held  through  its joint
venture affiliate were disappointing,  reflecting in part the deteriorating U.S.
economic environment.  But asset values for the Fund's real estate holdings were
generally well maintained.

                                      -8-
<PAGE>

Liquidity and Capital Resources
-------------------------------

     As of December  31, 2001,  the Fund had  outstanding  borrowings  of $613.5
million and unused loan  commitments of $86.5 million under the Credit Facility.
As of December 31, 2000, the Fund had  outstanding  borrowings of $613.5 million
and unused loan  commitments  of $36.5  million under the Credit  Facility.  The
Credit Facility is being used primarily to finance the Fund's equity in its real
estate investments and will continue to be used for such purposes in the future,
as well as to provide for any  short-term  liquidity  needs of the Fund.  In the
future, the Fund may increase the size of the Credit Facility (subject to lender
consent) and the amount of outstanding borrowings thereunder for these purposes.

     The Fund may redeem shares of the Company at any time. Both the Company and
the  Portfolio   follow  the  practice  of  normally   meeting   redemptions  by
distributing securities,  consisting,  in the case of the Company, of securities
drawn  from  the  Portfolio.  The  Company  and  the  Portfolio  may  also  meet
redemptions  by  distributing  cash. As of December 31, 2001,  the Portfolio had
cash and short-term investments totaling $421.0 million,  compared to $314.2 and
$642.7  million as of December 31, 2000 and 1999,  respectively.  The  Portfolio
participates  in a $150 million  multi-fund  unsecured line of credit  agreement
with a group of banks.  The  Portfolio may  temporarily  borrow from the line of
credit  to  satisfy  redemption   requests  in  cash  or  to  settle  investment
transactions.  The Portfolio had no outstanding borrowings at December 31, 2001,
December 31, 2000 or December 31, 1999. As of December 31, 2001,  the net assets
of the  Portfolio  totaled  $18.3  billion,  compared to $18.4 billion and $15.1
billion as of December 31, 2000 and 1999, respectively.  To ensure liquidity for
investors in the  Portfolio,  the  Portfolio may not invest more than 15% of its
net assets in illiquid assets. As of December 31, 2001,  restricted  securities,
which  are  considered  illiquid,  constituted  2.0%  of the net  assets  of the
Portfolio, compared to 2.7% and 5.0% as of December 31, 1999, respectively.

     The Partnership  Preference  Units held by BRC are not registered under the
Securities Act and are subject to substantial restrictions on transfer. As such,
they are considered  illiquid.  The liquidity of BRC's Real Estate Joint Venture
investments  is  extremely   limited  and  relies   principally  on  a  buy/sell
arrangement  with the  Operating  Partners  that is invokable  after a specified
period (up to ten years) after the  formation of the Real Estate Joint  Venture.
Transfers of BRC's interest in a Real Estate Joint Venture to parties other than
the Operating  Partners  thereof are  constrained  by the terms of the operating
management  agreement,  buy/sell  arrangements with the Operating  Partner,  and
lender consent requirements.

     Redemptions  of Fund Shares are met  primarily by  distributing  securities
drawn from the Portfolio,  although cash may also be  distributed.  Shareholders
generally do not have the right to receive the proceeds of Fund  redemptions  in
cash.

ITEM 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
---------------------------------------------------------------------

     (a)  Quantitative Disclosure about Market Risk.

Interest Rate Risk
------------------

The Fund's  primary  exposure to interest rate risk arises from  investments  in
real estate that are financed with floating rate bank  borrowings.  The interest
rate on  borrowings  under  the  Fund's  Credit  Facility  is reset  at  regular
intervals  based on the Issuer's  cost of  financing  plus a margin or one-month
LIBOR plus a premium. The Fund utilizes cancelable interest rate swap agreements
to fix the cost of its  borrowings  over the term of the Credit  Facility and to
mitigate  the impact of  interest  rate  changes on the Fund's net asset  value.
Under the  terms of the  interest  rate swap  agreements,  the Fund  makes  cash
payments at fixed rates in exchange for floating rate  payments  that  fluctuate
with  one-month  LIBOR.  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 may be  considered  speculative  and which can expose the Fund to
significant loss.

                                      -9-
<PAGE>

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 condensed consolidated financial statements.

                            Interest Rate Sensitivity
               Principal (Notional) Amount by Contractual Maturity
                    For the Twelve Months Ended December 31,

                       2002 - 2006  Thereafter        Total        Fair Value
                    ------------------------------------------------------------
Rate sensitive
liabilities:
Long term debt -
variable rate Credit
Facility                           $613,500,000    $613,500,000   $613,500,000
Average
 interest rate                         2.02%           2.02%

Rate sensitive
 derivative financial
 instruments:
Pay fixed/
 Receive variable
 interest rate swap
 contracts                         $601,656,000    $601,656,000   $(44,239,310)

Average pay rate                       8.96%           8.96%
Average receive rate
                                       2.02%           2.02%


(b) Qualitative Information About Market Risk
---------------------------------------------

The value of Fund shares may not increase or may decline. The performance of the
Fund fluctuates. There can be no assurance that the performance of the Fund will
match that of the United States stock market or that of other equity  funds.  In
managing the Portfolio for the long-term,  after-tax  returns,  the  Portfolio's
investment adviser generally seeks to avoid or minimize sales of securities with
large  accumulated  capital  gains,  including  contributed   securities.   Such
securities  constitute  a  substantial  portion of the assets of the  Portfolio.
Although the  Portfolio  may utilize  certain  management  strategies in lieu of
selling appreciated securities, the Portfolio's,  and hence the Fund's, exposure
to losses during stock market declines may nonetheless be higher than funds that
do  not  follow  a  general  policy  of  avoiding  sales  of  highly-appreciated
securities.

The Portfolio invests in securities issued by foreign companies and the Fund may
acquire foreign  investments.  Foreign  investments  involve  considerations and
possible risks not typically associated with investing in the United States. The
value of foreign  investments  to U.S.  investors  may be adversely  affected by
changes in currency rates. Foreign brokerage commissions, custody fees and other
costs of investing are generally  higher than in the United States,  and foreign
investments  may be less liquid,  more  volatile and more subject to  government
regulation  than in the United States.  Foreign  investments  could be adversely
affected  by  other  factors  not  present  in  the  United  States,   including
expropriation,  confiscatory  taxation,  lack of uniform accounting and auditing
standards,  armed conflict,  and potential  difficulty in enforcing  contractual
obligations.

Risks of Certain Investment Techniques
--------------------------------------

In  managing  the  Portfolio,  the  investment  adviser  may  purchase  or  sell
derivative   instruments  (which  derive  their  value  by  reference  to  other
securities,  indices,  instruments,  or currencies) to hedge against  securities
price declines and currency movements and to enhance returns.  Such transactions
may include,  without  limitation,  the purchase and sale of stock index futures
contracts  and options on stock index  futures;  the purchase of put options and

                                      -10-
<PAGE>

the sale of call options on securities held;  equity swaps; and the purchase and
sale of forward currency exchange contracts and currency futures.  The Portfolio
may make short sales of securities  provided that an equal amount is held of the
security  sold  short  (a  covered  short  sale)  and may  also  lend  portfolio
securities.  The use of these  investment  techniques is a specialized  activity
that  may be  considered  speculative  and  which  can  expose  the Fund and the
Portfolio  to  significant  risk of loss.  Successful  use of  these  investment
techniques is subject to the ability and performance of the investment  adviser.
The Fund's and the Portfolio's  ability to meet their investment  objectives may
be adversely affected by the use of these techniques. The writer of an option or
a party to an  equity  swap may  incur  losses  that  substantially  exceed  the
payments, if any, received from counterparty.  Swaps, caps, floors,  collars and
over-the-counter  options are private contracts in which there is also a risk of
loss in the event of a default on an obligation to pay by the counterparty. Such
instruments  may be  difficult  to value,  may be illiquid and may be subject to
wide  swings in  valuation  caused  by  changes  in the price of the  underlying
security,  index,  instrument  or  currency.  In  addition,  if the  Fund or the
Portfolio  has  insufficient  cash  to meet  margin,  collateral  or  settlement
requirements,   it  may  have  to  sell   assets  to  meet  such   requirements.
Alternatively, should the Fund or the Portfolio fail to meet these requirements,
the counterparty or broker may liquidate positions of the Fund or the Portfolio.
The Portfolio may also have to sell or deliver securities  holdings in the event
that it is not able to purchase securities on the open market to cover its short
positions or to close out or satisfy an exercise  notice with respect to options
positions it has sold.  In any of these cases,  such sales may be made at prices
or in circumstances that the investment adviser considers unfavorable.

The Portfolio's ability to utilize covered short sales, certain equity swaps and
certain equity collar strategies (combining the purchase of a put option and the
sale of a call option) as a tax-efficient  management  technique with respect to
holdings of  appreciated  securities  is limited to  circumstances  in which the
hedging  transaction  is  closed  out  within  thirty  days  of  the  end of the
Portfolio's taxable year and the underlying  appreciated  securities position is
held unhedged for at least the next sixty days after such hedging transaction is
closed.  There  can be no  assurance  that  counterparties  will at all times be
willing to enter into covered short sales,  interest  rate hedges,  equity swaps
and other derivative  instrument  transactions on terms satisfactory to the Fund
or the  Portfolio.  The  Fund's and the  Portfolio's  ability to enter into such
transactions  may also be  limited  by  covenants  under  the  Fund's  revolving
securitization  facility,  the  federal  margin  regulations  and other laws and
regulations.  The  Portfolio's  use  of  certain  investment  techniques  may be
constrained  because  the  Portfolio  is  a  diversified,   open-end  management
investment  company  registered  under the  Investment  Company  Act of 1940 and
because other  investors in the Portfolio  are  regulated  investment  companies
under  Subchapter M of the Internal  Revenue  Code.  Moreover,  the Fund and the
Portfolio are subject to restrictions under the federal securities laws on their
ability to enter into  transactions in respect of securities that are subject to
restrictions on transfer pursuant to the Securities Act.

Risks of Investing in Real Estate Investments and Leverage
----------------------------------------------------------

The  success of BRC's real  estate  investments,  which  consist of  Partnership
Preference Units and an interest in a Real Estate Joint Venture, depends in part
on many  factors  related to the real  estate  market.  These  factors  include,
without  limitation,  general  economic  conditions,  the  supply and demand for
different types of real properties,  the financial health of tenants, the timing
of  lease  expirations  and  terminations,  fluctuations  in  rental  rates  and
operating costs,  exposure to adverse  environmental  conditions and losses from
casualty or condemnation,  interest rates, availability of financing, managerial
performance,  government rules and regulations,  and acts of God (whether or not
insured against). Partnership Preference Units also depend upon factors relating
to the issuing partnerships that may affect such partnerships' profitability and
their ability to make distributions to holders of Partnership  Preference Units.
BRC's  investment  in interests in a Real Estate Joint Venture may be influenced
by  decisions  which the  Operating  Partner may make on behalf of the  property
owned thereby and potential  changes in the specific real estate  sub-markets in
which the properties  are located.  The debt of the Real Estate Joint Venture is
fixed-rate,  secured by the underlying  properties and with limited  recourse to
BRC. However, changes in interest rates, the availability of financing and other
financial conditions can have a material impact on property values and therefore
on the value of BRC's  equity  interest.  There can be no  assurance  that BRC's

                                      -11-
<PAGE>
ownership of real estate investments will be an economic success.  Moreover, the
success of the Real Estate Joint Venture  investment  depends in large part upon
the performance of the Operating Partner.  The Operating Partner will be subject
to substantial  conflicts of interest in  structuring,  operating and winding up
the Real Estate  Joint  Venture.  The  Operating  Partner  will have an economic
incentive  to maximize the prices at which they sell  properties  to Real Estate
Joint Ventures and to minimize the prices at which they acquire  properties from
Real Estate Joint Ventures.  The Operating  Partner may devote greater attention
or more resources to managing their wholly-owned properties than properties held
by Real Estate Joint Ventures. Future investment opportunities identified by the
Operating  Partner  will  more  likely be  pursued  independently,  rather  than
through, the Real Estate Joint Venture.  Financial  difficulties  encountered by
the Operating  Partner in its other businesses may interfere with the operations
of the Real Estate Joint Venture.

Although  intended to add to returns,  the  borrowing of funds to purchase  real
estate investments exposes the Fund to the risk that the returns achieved on the
real estate  investments  will be lower than the cost of  borrowing  to purchase
such  assets  and  that the  leveraging  of the  Fund to buy  such  assets  will
therefore  diminish  the  returns  to be  achieved  by the Fund as a  whole.  In
addition, there is a risk that the availability of financing will be interrupted
at some future  time,  requiring  the Fund to sell  assets to repay  outstanding
borrowings  or a portion  thereof.  It may be  necessary  to make such  sales at
unfavorable prices. The Fund's obligations under the Credit Facility are secured
by a pledge of its assets.  In the event of default,  the lender  could elect to
sell  assets of the Fund  without  regard to  consequences  of such  action  for
Shareholders.  The rights of the lender to receive  payments  of interest on and
repayments   of  principal  of  borrowings  is  senior  to  the  rights  of  the
Shareholders.  Under the terms of the Credit Facility, the Fund is not permitted
to make  distributions of cash or securities while there is outstanding an event
of default under the Credit Facility. During such periods, the Fund would not be
able to honor redemption requests or make cash distributions.

The  valuations  of  Partnership  Preference  Units held by the Fund through its
investment in BRC fluctuate over time to reflect,  among other factors,  changes
in interest rates,  changes in the perceived  riskiness of such units (including
call  risk),  changes  in the  perceived  riskiness  of  comparable  or  similar
securities trading in the public market and the relationship  between supply and
demand for  comparable  or  similar  securities  trading  in the public  market.
Increases in interest  rates and  increases in the  perceived  riskiness of such
units or comparable or similar securities will adversely affect the valuation of
the Partnership Preference Units. The ongoing value of BRC's investments in Real
Estate Joint Ventures will be substantially uncertain. BRC's investments in Real
Estate Joint Ventures  generally will be stated at estimated  market value based
on independent  valuations,  assuming an orderly disposition of assets. Detailed
investment  evaluations  will be performed  annually and reviewed  periodically.
Interim valuations will reflect results of operations and distributions, and may
be adjusted to reflect significant  changes in economic  circumstances since the
most recent  independent  evaluation.  Given that such  valuations  include many
assumptions,  including  but not limited to, an orderly  disposition  of assets,
values may differ from amounts ultimately realized.

Fluctuations  in the value of real estate  investments  derived  from changes in
general  interest  rates can be expected to be offset in part (but not entirely)
by changes in the value of interest rate swap  agreements or other interest rate
hedges entered into by the Fund with respect to its borrowings  under the Credit
Facility.  Fluctuations  in the value of real estate  investments  derived  from
other factors besides general interest rate movements (including issuer-specific
and sector-specific credit concerns,  property-specific  concerns and changes in
interest rate spread  relationships)  will not be offset by changes in the value
of interest rate swap  agreements or other  interest rate hedges entered into by
the Fund.  Changes in the  valuation  of real estate  investments  not offset by
changes in the valuation of interest rate swap agreements or other interest rate
hedges  entered  into by the Fund  will  cause  the  performance  of the Fund to
deviate from the performance of the Portfolio. Over time, the performance of the
Fund can be expected to be more volatile than the performance of the Portfolio.

                                      -12-
<PAGE>

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
-----------------------------------------------------

     The  Fund's  financial  statements,  together  with  the  auditors'  report
thereon,  appearing  on pages 19 through 49 of the Fund's Form 10 filed with the
Securities and Exchange Commission on April 30, 2001, are incorporated herein by
reference.  The Fund's  financial  statements for the fiscal year ended December
31, 2001,  together with the auditors'  reports  thereon,  appearing on pages 19
through 48 hereof are incorporated here by reference.

                                                   2001
                           -----------------------------------------------------
                              First        Second         Third        Fourth
                              Quarter      Quarter       Quarter       Quarter
                           -----------------------------------------------------

Investment income          $26,249,128   $16,312,734   $25,930,738   $34,997,125

Minority interest in net
 income of controlled
 subsidiary                  ($243,400)    ($113,488)      $61,619       $74,897

Net investment income        ($283,351)  ($9,508,567)   $2,056,093    $8,168,810

Per share data:
Investment income                $1.06         $0.66         $1.06         $1.45

Net investment income           ($0.01)       ($0.39)        $0.08         $0.34

                                                   2000
                           -----------------------------------------------------
                              First        Second         Third       Fourth
                          Quarter(1)       Quarter       Quarter      Quarter
                           -----------------------------------------------------

Investment income          $2,683,860    $8,292,443    $8,656,244   $33,698,172

Minority interest in
 net income of
 controlled subsidiary             $0            $0       $98,800     ($416,138)

Net investment income      $1,165,078    $2,091,489   ($6,222,351)  $10,896,278

Per share data:
Investment income               $0.42         $0.98         $0.57         $1.60

Net investment income           $0.18         $0.25        ($0.41)        $0.52

(1)For the period from the start of business, March 17, 2000, to March 31, 2000.

ITEM 9. CHANGES  IN  AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON   ACCOUNTING  AND
        FINANCIAL DISCLOSURES.
--------------------------------------------------------------------------------

     There  have been no  changes  in, or  disagreements  with,  accountants  on
accounting and financial disclosures.

                                    PART III
                                    --------

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS.
-------------------------------------------

     The Fund has no  individual  directors or executive  officers.  The Fund is
managed by EVM. Each of the Fund, BRC and the Portfolio engage Boston Management
and Research ("BMR"), a wholly-owned  subsidiary of EVM, as investment  adviser.
EVM, its affiliates and predecessor  companies have been investment  advisers to
individuals  and  institutions  since  1924 and have  been  advising  investment
companies  since  1931.  BMR and EVM  currently  have  assets  under  investment
management of more than $45 billion.  EVM is a wholly-owned  subsidiary of Eaton
Vance Business  Trust,  which is wholly-owned  by Eaton Vance Corp.  ("EVC"),  a
publicly-held  holding company which,  through its  subsidiaries and affiliates,
engages  primarily  in  investment  management,   administration  and  marketing
activities.  The non-voting  common stock of EVC is listed and traded on the New
York Stock Exchange.  All shares of the voting common stock of EVC are held in a
voting  trust,  the voting  trustees  of which are senior  officers of the Eaton
Vance organization.  Eaton Vance, Inc. ("EV"), a wholly-owned subsidiary of EVC,
is the sole trustee of Eaton Vance Business Trust, EVM and BMR, each of which is

                                      -13-
<PAGE>

a  Massachusetts  business  trust.  The names of the executive  officers and the
directors of EV and their ages and principal occupations are set forth below:

DIRECTORS AND EXECUTIVE OFFICERS OF EATON VANCE, INC.

     James B. Hawkes,  (60), is Chairman,  President and Chief Executive Officer
of EVM,  BMR,  EVC and EV and a Director of EVC and EV. He is also a Trustee and
an officer of various  investment  companies  managed by EVM or BMR and has been
employed by the Eaton Vance organization for 30 years.

     Thomas E. Faust Jr., (43), is Executive Vice President of Eaton Vance, BMR,
EVC and EV, and Chief  Investment  Officer of Eaton Vance and BMR. He is also an
officer of various  investment  companies  managed by Eaton Vance or BMR and has
been employed by the Eaton Vance organization for 15 years.

     Alan R. Dynner, (61), is Vice President and Chief Legal Officer of EVM, BMR
and EVC,  and  Secretary  and  Clerk of EV.  He is also an  officer  of  various
investment companies managed by EVM or BMR. He joined Eaton Vance on November 1,
1996.

     William M. Steul,  (59), is Vice President and Chief  Financial  Officer of
EVM, BMR, EVC and EV. He joined Eaton Vance in December 1994.

ITEM 11.  EXECUTIVE COMPENSATION.
---------------------------------

     Under  the  terms of the  Fund's  investment  advisory  and  administrative
agreement  with  BMR,  BMR  is  entitled  to  receive  a  monthly  advisory  and
administrative fee at the rate of 1/20th of 1% (equivalent to 0.60% annually) of
the  average  daily  gross  assets of the Fund  reduced  by that  portion of the
monthly  advisory fee for such month  payable by the  Portfolio and BRC which is
attributable  to the value of the Fund's direct or indirect  investment  therein
(but no such  reduction  is made to the  extent  that any  such  fee or  portion
thereof has been waived by BMR). The term gross assets of the Fund is defined in
the  agreement  to include  the value of all assets of the Fund  (including  the
Fund's interest in Belvedere  Capital and the Fund's ratable share of the assets
of its controlled subsidiaries),  without reduction by any liabilities.  For the
fiscal year ended  December  31,  2001 and the period  from the Fund's  start of
business,   March  17,  2000,  through  December  31,  2000,  the  advisory  and
administrative  fees paid by the Fund to BMR, less the Fund's allocated share of
the Portfolio's  advisory fee, totaled $4,084,136 and $1,709,648,  respectively.
BMR has agreed to waive a portion of the monthly advisory and administrative fee
otherwise  payable  by the  Fund to the  extent  that  such  fee  (prior  to any
reduction of such fees payable by the  Portfolio  that are  attributable  to the
value of the Fund's direct or indirect  investment  therein),  together with the
management fee payable to BMR and the monthly  distribution  fee payable to EVD,
exceeds 1/20th of 1% (equivalent to 0.60%  annually) of the Fund's average daily
gross assets (as defined above). For the fiscal year ended December 31, 2001 and
the period from the Fund's start of business,  March 17, 2000,  through December
31, 2000, BMR waived  $2,189,875 and $1,120,030,  respectively,  of the advisory
and administrative fee payable by the Fund.

     Under the terms of BRC's  management  agreement  with BMR,  BMR  receives a
monthly  management  fee at the  rate  of  1/20th  of 1%  (equivalent  to  0.60%
annually) of the average daily gross assets of BRC. The term gross assets of BRC
is defined in the  agreement to include the current  value of all assets of BRC,
including  BRC's  ratable  share of the assets of its  controlled  subsidiaries,
without  reduction by any  liabilities.  For this  purpose,  the assets of BRC's
controlled  subsidiaries are reduced by the  proportionate  interests therein of
investors  other than BRC.  For the fiscal year ended  December 31, 2001 and the
period from the Fund's start of business,  March 17, 2000,  through December 31,
2000, BRC paid BMR management fees of $4,681,124 and $2,178,946, respectively.

     Under the terms of the Portfolio's  investment advisory agreement with BMR,
BMR receives a monthly  advisory fee at a base rate of 5/96 of 1% (equivalent to
0.625%  annually)  of the average  daily net assets of the  Portfolio up to $500

                                      -14-
<PAGE>

million. On net assets of $500 million or more the monthly fee is reduced and is
computed as follows: 9/192 of 1% (equivalent to 0.5625% annually) of the average
daily net assets of the Portfolio of $500 million but less than $1 billion; 1/24
of 1%  (equivalent  to 0.50%  annually)  of the average  daily net assets of the
Portfolio of $1 billion but less than 1.5 billion;  7/192 of 1%  (equivalent  to
0.4375%  annually)  of the  average  daily net assets of the  Portfolio  of $1.5
billion; but less than $7 billion;  17/480 of 1% (equivalent to 0.425% annually)
of the average daily net assets of the Portfolio of $7 billion but less than $10
billion;  and 11/320 of 1% (equivalent to 0.4125% annually) of the average daily
net assets of the  Portfolio of $10 billion but less than $15 billion;  and 1/30
of 1%  (equivalent  to 0.40%  annually)  of the average  daily net assets of the
Portfolio of $15 billion and above.  As of December 31, 2001,  net assets of the
Portfolio totaled $18.3 billion.  As indicated above, the Fund's allocated share
of the monthly  advisory fee paid by the Portfolio to BMR is credited toward the
Fund's  advisory and  administrative  fee  payments.  For the fiscal years ended
December 31, 2001 and 2000,  the advisory fee  applicable  to the  Portfolio was
0.43% and 0.43%, respectively, of average daily net assets for such periods, and
the Fund's  allocated  portion of the fee amounted to $9,584,860 and $4,961,681,
respectively.

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
-------------------------------------------------------------------------

     (a)  Security Ownership of Certain Beneficial Owners.

          To the  knowledge of the Fund, no person  beneficially  owns more than
five percent of the Shares of the Fund.

     (b)  Security Ownership of Management.

          EVM, the Manager of the Fund,  beneficially  owned 1062.602  Shares of
the  Fund as of  February 28, 2002.  None of the other  entities or  individuals
named in response  to Item 10 above beneficially owned  Shares of the Fund as of
such date.

     (c)  Changes in Control.

          Not applicable.

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
---------------------------------------------------------

     See the information set forth under Item 11 above.

     Pursuant to a servicing  agreement between the Company and EVD, the Company
pays a servicing fee to EVD for providing  certain  services and  information to
direct and indirect  investors in the Company.  The  servicing  fee is paid on a
quarterly  basis, at an annual rate of 0.15% of the Company's  average daily net
assets.  With respect to investors in the Company and  Shareholders  of the Fund
who subscribed through a subagent,  EVD has assigned servicing  responsibilities
and fees to the applicable subagent,  beginning twelve months after the issuance
of shares of the  Company or Shares of the Fund to such  persons.  The Fund will
assume its  allocated  share of the Company's  servicing  fee. The servicing fee
payable in respect of the Fund's  investment  in the Company is credited  toward
the Fund  servicing fee described  below.  During the fiscal year ended December
31, 2001,  the Company paid servicing fees  aggregating  $3,315,172,  which were
attributable to the Fund's investments in the Company.

     Pursuant to a servicing agreement between the Fund and EVD, the Fund pays a
servicing  fee to EVD for  providing  certain  services and  information  to the
Shareholders of the Fund. The servicing fee is paid on a quarterly  basis, at an
annual rate of 0.25% of the Fund's  average  daily net assets.  With  respect to
Shareholders  who  subscribed  through a subagent,  EVD has  assigned  servicing
responsibilities  and fees to the applicable  subagent,  beginning twelve months
after the issuance of Shares of the Fund to such persons.  The Fund's  allocated

                                      -15-
<PAGE>

share of the  servicing  fee paid by the Company is  credited  toward the Fund's
servicing fee payment,  thereby reducing the amount of the servicing fee paid by
the Fund.  During  the  fiscal  year  ended  December  31,  2001,  the Fund paid
servicing fees aggregating $2,173,560.

     Of the foregoing service fee amounts allocated to and incurred by the Fund,
$2,382,621 was paid to sub-agents during the fiscal year ended December 31, 2001
based on the value of Shares  sold by them.  The  balance  of such  amounts  was
retained by EVD.

     Under the terms of the Fund's distribution agreement with EVD, EVD receives
a monthly  distribution  fee at an annual rate of 0.10% of the average daily net
assets of the Fund as  compensation  for its  services as placement  agent.  The
distribution fee accrued from the Fund's initial closing and will continue for a
period of ten years (subject to the annual approval of Eaton Vance,  Inc.).  For
the fiscal year ended December 31, 2001, the  distribution  fees paid or accrued
to EVD totaled $2,189,875.  As noted above, the distribution fee is subject to a
monthly fee cap.

     Shares of the Fund  redeemed  within three years of issuance are  generally
subject  to a  redemption  fee equal to 1% of the net asset  value of the Shares
redeemed.  The redemption fee is payable to EVD in cash by the Fund on behalf of
the redeeming  Shareholder.  No redemption  fee is imposed on Shares of the Fund
held for at least three years,  Shares acquired through the reinvestment of Fund
distributions,  Shares  redeemed  in  connection  with a  tender  offer or other
extraordinary  corporate event involving securities contributed by the redeeming
Shareholder, or Shares redeemed following the death of all of the initial owners
of  the  Shares  redeemed.  No  redemption  fee  applies  to  redemptions  by  a
Shareholder  who, during any 12 month period,  redeems less than 8% of the total
number of Shares held by the  Shareholder  as of the  beginning  of such period.
During the fiscal year ended December 31, 2001, EVD received  redemption fees of
$628,375 from the Fund on behalf of redeeming Shareholders.

ITEM 14.  EXHIBITS, FINANCIAL STATEMENTS AND REPORTS ON FORM 8-K.
-----------------------------------------------------------------

     (a) Financial Statements.

     (1)  (i)  The following is a list of all financial statements  incorporated
               by reference  from the Fund's Form 10  filed April 30, 2001  into
               this report:

               Consolidated Portfolio of Investments as of December 31, 2000

               Consolidated  Statement of Assets and  Liabilities as of December
               31, 2000

               Consolidated  Statement  of  Operations  for the period  from the
               start of business, March 17, 2000, to December 31, 2000

               Consolidated  Statement  of  Changes in Net Assets for the period
               from the start of business, March 17, 2000, to December 31, 2000

               Consolidated  Statement  of Cash  Flows for the  period  from the
               start of business, March 17, 2000, to December 31, 2000

               Notes to Consolidated Financial Statements

               Independent Auditors' Report dated March 9, 2001

               Portfolio of Investments of  Tax-Managed  Growth  Portfolio as of
               December 31, 2000

                                      -16-
<PAGE>

               Statement  of  Assets  and  Liabilities  of  Tax-Managed   Growth
               Portfolio as of December 31, 2000

               Statement of Operations of Tax-Managed  Growth  Portfolio for the
               fiscal year ended December 31, 2000

               Statements  of  Changes  in  Net  Assets  of  Tax-Managed  Growth
               Portfolio  for the  fiscal  years  ended  December  31,  2000 and
               December 31, 1999

               Supplementary Data of Tax-Managed Growth Portfolio for the fiscal
               periods ended December 31, 2000,  December 31, 1999, December 31,
               1998 and October 31,  1998,  October 31, 1997 and the period from
               the start of business, December 1, 1995, to October 31, 1996

               Notes to Financial Statements

               Independent Auditors' Report dated February 16, 2001

         (ii)  The following is a list  of all financial  statements filed  as a
               part of this report:

               Consolidated Portfolio of Investments as of December 31, 2001

               Consolidated  Statement of Assets and  Liabilities as of December
               31, 2001

               Consolidated  Statement of  Operations  for the fiscal year ended
               December 31, 2001

               Consolidated  Statements  of Changes in Net Assets for the fiscal
               years ended December 31, 2001 and December 31, 2000

               Consolidated  Statement  of Cash Flows for the fiscal  year ended
               December 31, 2001

               Financial Highlights for the fiscal year ended December 31, 2001

               Notes to Consolidated Financial Statements

               Independent Auditors' Report dated March 1, 2002

               Portfolio of Investments of  Tax-Managed  Growth  Portfolio as of
               December 31, 2001

               Statement  of  Assets  and  Liabilities  of  Tax-Managed   Growth
               Portfolio as of December 31, 2001

               Statement of Operations of Tax-Managed  Growth  Portfolio for the
               fiscal year ended December 31, 2001

               Statements  of  Changes  in  Net  Assets  of  Tax-Managed  Growth
               Portfolio  for the  fiscal  years  ended  December  31,  2001 and
               December 31, 2000

               Supplementary Data of Tax-Managed Growth Portfolio for the fiscal
               periods ended December 31, 2001,  December 31, 2000, December 31,
               1999, December 31, 1998 and October 31, 1998 and October 31, 1997

                                      -17-
<PAGE>

               Notes to Financial Statements

               Independent Auditors' Report dated February 15, 2002

     (b)  Reports on Form 8-K.

          None.

     (c)  A list of the exhibits filed as a part of this registration  statement
          is included in the Exhibit Index appearing on page 51 hereof.


                                      -18-
<PAGE>
BELMAR CAPITAL FUND LLC AS OF DECEMBER 31, 2001
================================================================================
CONSOLIDATED PORTFOLIO OF INVESTMENTS
================================================================================

INVESTMENT IN BELVEDERE CAPITAL
FUND COMPANY LLC -- 72.2%

SECURITY                                        SHARES           VALUE
--------------------------------------------------------------------------------
Investment in Belvedere Capital Fund
Company LLC (Belvedere Capital)               13,397,560   $2,129,845,069
--------------------------------------------------------------------------------

Total Investment in Belvedere Capital
   (identified cost, $2,435,548,731)                       $2,129,845,069
--------------------------------------------------------------------------------

PARTNERSHIP PREFERENCE UNITS -- 19.9%

SECURITY                                        UNITS            VALUE
--------------------------------------------------------------------------------
Bradley Operating Limited Partnership
(Delaware Limited Partnership affiliate
of Bradley Real Estate, Inc.), 8.875%
Series B Cumulative Redeemable Perpetual
Preferred Units, Callable from 2/23/04+          818,348   $   15,899,683

Cabot Industrial Properties, L.P.
(Delaware Limited Partnership affiliate
of Cabot Industrial Trust), 8.625%
Series B Cumulative Redeemable Preferred
Units, Callable from 4/29/04+                  1,300,000       58,276,400

Camden Operating, L.P. (Delaware Limited
Partnership affiliate of Camden Property
Trust), 8.50% Series B Cumulative
Redeemable Perpetual Preferred Units,
Callable from 2/23/04+                         3,231,954       76,141,604

CP Limited Partnership (Maryland Limited
Partnership affiliate of Chateau
Communities, Inc.), 8.125% Series A
Cumulative Redeemable Preferred Units,
Callable from 4/20/03+                         1,500,000       66,497,700

Essex Portfolio, L.P. (California
Limited Partnership affiliate of Essex
Property Trust, Inc.), 7.875% Series B
Cumulative Redeemable Preferred Units,
Callable from 2/6/03+                            675,000       27,125,010

Essex Portfolio, L.P. (California
Limited Partnership affiliate of Essex
Property Trust, Inc.), 9.30% Series D
Cumulative Redeemable Preferred Units,
Callable from 7/28/04+                         2,000,000       47,457,200

Essex Portfolio, L.P. (California
Limited Partnership affiliate of Essex
Property Trust, Inc.), 9.125% Series C
Cumulative Redeemable Preferred Units,
Callable from 11/24/03+                           80,000        3,725,064

Kilroy Realty, L.P. (Delaware Limited
Partnership affiliate of Kilroy Realty
Corporation), 8.075% Series A
Cumulative Redeemable Preferred Units,
Callable from 2/6/03+                            724,000       28,967,747

Kilroy Realty, L.P. (Delaware Limited
Partnership affiliate of Kilroy Realty
Corporation), 9.375% Series C
Cumulative Redeemable Preferred Units,
Callable from 11/24/03+                          700,000       32,516,330

PSA Institutional Partners, L.P.
(California Limited Partnership
affiliate of Public Storage, Inc.),
9.50% Series N Cumulative Redeemable
Perpetual Preferred Units, Callable
from 3/17/05+                                  2,555,000       68,798,485

<PAGE>
SECURITY                                        UNITS            VALUE

--------------------------------------------------------------------------------
Prentiss Properties Acquisition
Partners, L.P. (Delaware Limited
Partnership affiliate of Prentiss
Properties Trust), 8.30% Series B
Cumulative Redeemable Perpetual
Preferred Units, Callable from 6/25/03+        1,313,536   $   53,338,757

Regency Centers, L.P. (Delaware Limited
Partnership affiliate of Regency Realty
Corporation), 8.125% Series A Cumulative
Redeemable Preferred Units, Callable
from 6/25/03+                                  1,000,000       44,791,000

Regency Centers, L.P. (Delaware Limited
Partnership affiliate of Regency Realty
Corporation), 9.125% Series D Cumulative
Redeemable Preferred Units, Callable
from 9/29/04+                                    150,000       15,090,900

Sun Communities Operating L. P.
(Michigan Limited Partnership affiliate
of Sun Communities, Inc.), 8.875%
Series A Cumulative Redeemable Perpetual
Preferred Units, Callable from 9/29/04+        2,000,000       48,926,000
--------------------------------------------------------------------------------

Total Partnership Preference Units
   (identified cost, $544,604,247)                         $  587,551,880
--------------------------------------------------------------------------------

OTHER REAL ESTATE INVESTMENTS -- 7.8%

DESCRIPTION                                                     VALUE
--------------------------------------------------------------------------------
Rental Property(1)(2)                                      $  229,061,223
--------------------------------------------------------------------------------
Total Other Real Estate Investments
   (identified cost, $226,977,577)                         $  229,061,223
--------------------------------------------------------------------------------

COMMERCIAL PAPER -- 0.1%

                                          PRINCIPAL
                                          AMOUNT
SECURITY                                  (000'S OMITTED)       VALUE
--------------------------------------------------------------------------------
General Electric Capital Corp., 1.78%,
1/2/02                                     $       3,920   $    3,919,805
--------------------------------------------------------------------------------
Total Commercial Paper
   (at amortized cost, $3,919,805)                         $    3,919,805
--------------------------------------------------------------------------------
Total Investments -- 100.0%
   (identified cost, $3,211,050,360)                       $2,950,377,977
--------------------------------------------------------------------------------

+    Security  exempt from  registration  under the  Securities  Act of 1933. At
     December 31, 2001, the value of these  securities  totaled  $587,551,880 or
     27.9% of net assets.
(1)  Investment  valued at fair value using methods  determined in good faith by
     or at the direction of the Manager of Belmar Realty Corporation.
(2)  Rental  property  represents  twenty  multi-family  residential  properties
     located in nine states.  None of the individual  properties  represent more
     than 5% of net assets.

                 SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                      -19-
<PAGE>
BELMAR CAPITAL FUND LLC AS OF DECEMBER 31, 2001
================================================================================
CONSOLIDATED FINANCIAL STATEMENTS
================================================================================

CONSOLIDATED STATEMENT OF ASSETS AND LIABILITIES

AS OF DECEMBER 31, 2001
Assets
--------------------------------------------------------------------------------
Total investments, at value
  (identified cost, $3,211,050,360)                              $2,950,377,977
Cash                                                                  1,658,511
Escrow deposits-restricted                                            6,140,804
Dividends receivable                                                  4,935,259
Other assets                                                          1,116,314
--------------------------------------------------------------------------------
TOTAL ASSETS                                                     $2,964,228,865
--------------------------------------------------------------------------------

Liabilities
--------------------------------------------------------------------------------
Loan payable                                                     $  613,500,000
Mortgage payable, net of unamortized debt issuance
   costs of $3,201,792                                              172,269,051
Open interest rate swap contracts, at value                          44,239,310
Swap interest payable                                                 1,447,644
Note payable to minority shareholder                                    700,000
Security deposits                                                       679,655
Accrued expenses:
   Interest expense                                                   2,782,673
   Property taxes                                                     3,121,214
   Other expenses and liabilities                                     3,894,230
Minority interest in controlled subsidiary                           12,910,955
--------------------------------------------------------------------------------
TOTAL LIABILITIES                                                $  855,544,732
--------------------------------------------------------------------------------
NET ASSETS FOR 24,134,504 FUND SHARES OUTSTANDING                $2,108,684,133
--------------------------------------------------------------------------------

Shareholders' Capital (Note 4)
--------------------------------------------------------------------------------
SHAREHOLDERS' CAPITAL                                            $2,108,684,133
--------------------------------------------------------------------------------

Net Asset Value and Redemption Price Per Share
--------------------------------------------------------------------------------
($2,108,684,133  DIVIDED BY 24,134,504 FUND SHARES OUTSTANDING)  $        87.37
--------------------------------------------------------------------------------

<PAGE>
CONSOLIDATED STATEMENT OF OPERATIONS

FOR THE YEAR ENDED DECEMBER 31, 2001
Investment Income
--------------------------------------------------------------------------------
Dividends allocated from Belvedere Capital
   (net of foreign taxes, $134,644)                              $   21,962,872
Interest allocated from Belvedere Capital                             1,989,423
Expenses allocated from Belvedere Capital                           (13,243,972)
--------------------------------------------------------------------------------
Net investment income allocated from Belvedere Capital           $   10,708,323
Dividends from Partnership Preference Units                          56,985,356
Rental income                                                        35,254,627
Interest                                                                541,419
--------------------------------------------------------------------------------
TOTAL INVESTMENT INCOME                                          $  103,489,725
--------------------------------------------------------------------------------
Expenses
--------------------------------------------------------------------------------
Investment advisory and administrative fee                       $    8,765,260
Property management fees                                              1,393,781
Distribution and servicing fee                                        4,363,435
Interest expense on Credit Facility                                  29,913,110
Interest expense on swap contracts                                   26,082,186
Interest expense on mortgages                                        15,534,277
Property and maintenance expenses                                    12,800,802
Property taxes and insurance                                          4,422,120
Miscellaneous                                                         1,751,272
--------------------------------------------------------------------------------
TOTAL EXPENSES                                                   $  105,026,243
--------------------------------------------------------------------------------
Deduct --
   Reduction of investment adviser and administrative fee        $    2,189,875
--------------------------------------------------------------------------------
NET EXPENSES                                                     $  102,836,368
--------------------------------------------------------------------------------
Net investment income before minority interest in net
   income of controlled subsidiary                               $      653,357
Minority interest in net income of controlled subsidiary               (220,372)
--------------------------------------------------------------------------------
NET INVESTMENT INCOME                                            $      432,985
--------------------------------------------------------------------------------

Realized and Unrealized Gain (Loss)
--------------------------------------------------------------------------------
Net realized gain (loss) --
   Investment transactions from Belvedere Capital
      (identified cost basis)                                    $  (10,371,348)
   Investment transactions in Partnership Preference Units
      (identified cost basis)                                            68,908
   Investment transactions in other real estate investments             428,905
--------------------------------------------------------------------------------
NET REALIZED LOSS                                                $   (9,873,535)
--------------------------------------------------------------------------------
Change in unrealized appreciation (depreciation) --
   Investment in Belvedere Capital (identified cost basis)       $ (250,476,623)
   Investments in Partnership Preference Units
      (identified cost basis)                                        26,517,504
   Investment transactions in other real estate investments
      (net of minority interest in unrealized gain of
      controlled subsidiary)                                          2,083,646
   Interest rate swap contracts                                      (8,800,152)
--------------------------------------------------------------------------------
NET CHANGE IN UNREALIZED APPRECIATION (DEPRECIATION)             $ (230,675,625)
--------------------------------------------------------------------------------

NET REALIZED AND UNREALIZED LOSS                                 $ (240,549,160)
--------------------------------------------------------------------------------

NET DECREASE IN NET ASSETS FROM OPERATIONS                       $ (240,116,175)
--------------------------------------------------------------------------------


                 SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                      -20-
<PAGE>
BELMAR CAPITAL FUND LLC AS OF DECEMBER 31, 2001
================================================================================
CONSOLIDATED FINANCIAL STATEMENTS CONT'D
================================================================================

CONSOLIDATED STATEMENTS OF CHANGES IN
NET ASSETS

INCREASE (DECREASE)                       YEAR ENDED          PERIOD ENDED
IN NET ASSETS                             DECEMBER 31, 2001   DECEMBER 31, 2000*
--------------------------------------------------------------------------------
Net investment income                     $      432,985      $    7,919,195
Net realized gain (loss) on
   investment transactions                    (9,873,535)         13,706,147
Net change in unrealized
   appreciation (depreciation)
   of investments                           (230,675,625)        (74,236,068)
--------------------------------------------------------------------------------
NET DECREASE IN NET ASSETS
   FROM OPERATIONS                        $ (240,116,175)     $  (52,610,726)
--------------------------------------------------------------------------------
Transactions in Fund Shares --
   Investment securities contributed      $           --      $2,605,411,580
   Less -- Selling commissions                        --          (8,745,977)
--------------------------------------------------------------------------------
Net contributions                         $           --      $2,596,665,603
Net asset value of Fund Shares issued to
   Fund Shareholders in payment of
   distributions declared                      7,580,098           3,261,813
Net asset value of Fund Shares redeemed      (95,708,530)        (81,434,649)
--------------------------------------------------------------------------------
NET INCREASE (DECREASE) IN NET ASSETS
   FROM FUND SHARE TRANSACTIONS           $  (88,128,432)     $2,518,492,767
--------------------------------------------------------------------------------
Distributions --
   Distributions to all Belmar Capital
      Fund LLC Shareholders               $  (19,000,496)     $   (7,526,915)
   Special Distributions to Belmar
      Capital Fund LLC Shareholders           (1,786,192)           (744,698)
--------------------------------------------------------------------------------
TOTAL DISTRIBUTIONS                       $  (20,786,688)     $   (8,271,613)
--------------------------------------------------------------------------------
NET INCREASE (DECREASE)
   IN NET ASSETS                          $ (349,031,295)     $2,457,610,428
--------------------------------------------------------------------------------
Net Assets
--------------------------------------------------------------------------------
At beginning of period                    $2,457,715,428      $      105,000
--------------------------------------------------------------------------------
AT END OF PERIOD                          $2,108,684,133      $2,457,715,428
--------------------------------------------------------------------------------
*    For the period from the start of business,  March 17, 2000, to December 31,
     2000.

<PAGE>
CONSOLIDATED STATEMENT OF CASH FLOWS

INCREASE (DECREASE)                                           YEAR ENDED
IN CASH                                                       DECEMBER 30, 2001
--------------------------------------------------------------------------------
Cash Flows From (For) Operating Activities --
Net investment income                                         $      432,985
Adjustments to reconcile net investment income to
   net cash flows from operating activities --
   Amortization of debt issuance costs                               362,749
   Net investment income allocated from Belvedere Capital        (10,708,323)
   Decrease in dividends receivable                                  401,744
   Decrease in escrow deposits                                     7,952,532
   Decrease in other assets                                          827,684
   Increase in interest payable for open swap contracts            1,089,802
   Increase in accrued property taxes                                506,404
   Decrease in accrued interest and other accrued
      expenses and liabilities                                    (1,831,012)
   Increase in minority interest                                     210,000
   Payments for investments in other real estate                 (48,651,593)
   Proceeds from sales of investments in other real estate        49,080,499
   Improvements to rental property                               (11,444,721)
   Sale of Partnership Preference Units                           17,712,076
   Net decrease in investment in Belvedere Capital                12,759,457
   Decrease in short-term investments                                137,573
   Minority interest in net income of controlled subsidiary          220,372
--------------------------------------------------------------------------------
NET CASH FLOWS FROM OPERATING ACTIVITIES                      $   19,058,228
--------------------------------------------------------------------------------
Cash Flows From (For) Financing Activities --
   Payments on mortgages                                      $   (1,176,953)
   Proceeds from note payable to minority shareholder                700,000
   Payment of distributions to Belmar Capital
     Fund LLC Shareholders                                       (13,206,590)
   Payment of distributions to minority shareholders                 (35,165)
   Payments for Fund Shares redeemed                              (5,937,177)
--------------------------------------------------------------------------------
NET CASH FLOWS USED FOR FINANCING ACTIVITIES                  $  (19,655,885)
--------------------------------------------------------------------------------

NET DECREASE IN CASH                                          $     (597,657)
--------------------------------------------------------------------------------

CASH AT BEGINNING OF YEAR                                     $    2,256,168
--------------------------------------------------------------------------------

CASH AT END OF YEAR                                           $    1,658,511
--------------------------------------------------------------------------------

Supplemental Disclosure and Non-cash Investing and
Financing Activities
--------------------------------------------------------------------------------
Change in unrealized appreciation (depreciation)
   of investments and open swap contracts                     $ (230,675,625)
Interest paid for loan                                        $   28,671,325
Interest paid for mortgages                                   $   15,208,814
Interest paid for swap contracts                              $   24,992,384
Market value of securities distributed in
   payment of redemptions                                     $   92,989,437
--------------------------------------------------------------------------------


                 SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                      -21-
<PAGE>
BELMAR CAPITAL FUND LLC AS OF DECEMBER 31, 2001
================================================================================
CONSOLIDATED FINANCIAL STATEMENTS CONT'D
================================================================================

FINANCIAL HIGHLIGHTS

For the Year Ended December 31, 2001
--------------------------------------------------------------------------------
Net asset value -- Beginning of year                                   $ 97.830
--------------------------------------------------------------------------------

Income (loss) from operations
--------------------------------------------------------------------------------
Net investment income(6)                                               $ 0.018
Net realized and unrealized loss                                        (9.615)
--------------------------------------------------------------------------------
TOTAL LOSS FROM OPERATIONS                                             $(9.597)
--------------------------------------------------------------------------------

Distributions
--------------------------------------------------------------------------------
Distributions to all Belmar Capital Fund LLC Shareholders              $(0.790)
Special Distributions to Belmar Capital Fund LLC
   Shareholders(6)                                                      (0.073)
--------------------------------------------------------------------------------
TOTAL DISTRIBUTIONS                                                    $(0.863)
--------------------------------------------------------------------------------
NET ASSET VALUE -- END OF YEAR                                          87.370
--------------------------------------------------------------------------------
TOTAL RETURN(1)                                                          (9.90)%
--------------------------------------------------------------------------------

                                           As a Percentage     As a Percentage
                                              of Average         of Average
RATIOS                                       Net Assets(5)    Gross Assets(4)(5)
--------------------------------------------------------------------------------
Expenses of Consolidated
 Real Property Subsidiaries
  Interest and other borrowing costs(7)         0.55%                     0.40%
  Operating expenses(7)                         0.67%                     0.48%
Belmar Capital Fund LLC Expenses
  Interest and other borrowing costs(8)         2.54%                     1.84%
  Investment advisory and administrative
   fees, servicing fees and other Fund
   operating expenses(2)(8)                     1.16%                     0.85%
                                        ----------------------------------------
Total expenses(3)                               4.92%                     3.57%

Net investment income                           0.02%                     0.01%

Supplemental Data
--------------------------------------------------------------------------------
Net Assets, end of year (000's omitted)                             $2,108,684
Portfolio Turnover of Tax-Managed Growth Portfolio                          18%
--------------------------------------------------------------------------------

(1)  Total  return is  calculated  assuming a purchase at the net asset value on
     the  first  day and a sale at the net  asset  value  on the last day of the
     period.  Distributions,  if any,  are assumed  reinvested  at the net asset
     value on the reinvestment date.
(2)  Ratio  includes  Belmar  Capital  Fund LLC's share of  Belvedere  Capital's
     allocated expenses, including those expenses allocated from the Portfolio.
(3)  The  expenses   reflect  a  reduction  of  the   investment   advisory  and
     administrative  fees.  Had such action not been taken,  the ratios of total
     expenses  to average net assets and average  gross  assets  would have been
     5.02% and 3.64%,  respectively,  and the ratios of net  investment  loss to
     average net assets and average  gross  assets  would have been  (0.08)% and
     (0.06)%, respectively.
(4)  Average  Gross Assets is defined as the average  daily amount of all assets
     of Belmar  Capital Fund LLC (not  including its investment in Belmar Realty
     Corporation  (BRC))  plus  all  assets  of BRC,  without  reduction  by any
     liabilities.  For this purpose, the assets of BRC's controlled subsidiaries
     are reduced by the proportionate  interests therein of investors other than
     BRC.
(5)  For the purpose of  calculating  ratios,  the income and  expenses of BRC's
     controlled  subsidiaries are reduced by the proportionate interests therein
     of investors other than BRC.
(6)  Calculated using average shares outstanding.
(7)  Ratio  includes  BRC's  proportional  share  of  expenses  incurred  by its
     majority-owned subsidiary (see Note 1).
(8)  Ratio  includes the expenses of Belmar  Capital Fund LLC and BRC, for which
     Belmar  Capital Fund LLC owns 100% of the  outstanding  common  stock.  The
     ratio does not include expenses of other real estate subsidiaries.

                 SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                      -22-
<PAGE>
BELMAR CAPITAL FUND LLC AS OF DECEMBER 31, 2001
================================================================================
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
================================================================================

1    Organization
--------------------------------------------------------------------------------
     A  Investment  Objective -- Belmar  Capital Fund LLC (Belmar  Capital) is a
     Delaware limited liability company established to offer diversification and
     tax-sensitive   investment   management   to  persons   holding  large  and
     concentrated  positions in equity  securities  of selected  publicly-traded
     companies.  The  investment  objective  of  Belmar  Capital  is to  achieve
     long-term,    after-tax    returns   for   Belmar   Capital    shareholders
     (Shareholders).   Belmar  Capital  pursues  this  objective   primarily  by
     investing  indirectly in Tax-Managed  Growth Portfolio (the  Portfolio),  a
     diversified,  open-end  management  investment company registered under the
     Investment Company Act of 1940, as amended. The Portfolio is organized as a
     trust under the laws of the State of New York. Belmar Capital maintains its
     investment in the Portfolio by investing in Belvedere  Capital Fund Company
     LLC (Belvedere Capital), a separate Massachusetts limited liability company
     that  invests  exclusively  in the  Portfolio.  The  performance  of Belmar
     Capital and Belvedere Capital is directly and substantially affected by the
     performance of the Portfolio. Separate from its investment in the Portfolio
     through  Belvedere  Capital,  Belmar Capital  invests in real estate assets
     including  income-producing  preferred  equity  interests  in  real  estate
     operating  partnerships  (Partnership  Preference  Units)  affiliated  with
     publicly-traded  real estate  investment  trusts  (REITs) and  interests in
     controlled real property subsidiaries.

     B  Subsidiaries  -- Belmar  Capital  invests  in real  estate  through  its
     subsidiary  Belmar  Realty  Corporation  (BRC).  At December 31, 2001,  BRC
     invested  directly in Partnership  Preference  Units and indirectly in real
     property through a controlled subsidiary, Bel Alliance Apartments, LLC (Bel
     Apartments).

     BRC -- BRC invests directly in Partnership  Preference Units and also holds
     a majority interest in Bel Apartments. At December 31, 2001, Belmar Capital
     owned 100% of the  common  stock  issued by BRC and  intends to hold all of
     BRC's  common stock at all times.  Additionally,  2,100 shares of preferred
     stock of BRC are  outstanding at December 31, 2001. The preferred stock has
     a par value of $0.01 per share  and is  redeemable  by BRC at a  redemption
     price of $100 per share after the occurrence of certain tax events or after
     December 31, 2005.  Dividends on the  preferred  stock are  cumulative  and
     payable  annually equal to $8 per share. The interest in preferred stock is
     recorded as a minority interest on the Consolidated Statement of Assets and
     Liabilities.

     Bel Apartments -- Bel Apartments, a majority-owned  subsidiary of BRC, owns
     twenty  multi-family  residential  properties  consisting  of  5,806  units
     (collectively,  the Bel  Apartments  Properties)  located  in  nine  states
     (Tennessee,  South Carolina,  Texas,  Florida,  North  Carolina,  Missouri,
     Georgia, Virginia and Nevada). The average occupancy rate was approximately
     86% at  December  31,  2001.  BRC  owns  100% of the  Class A Units  of Bel
     Apartments, representing 60% of the voting interests in Bel Apartments, and
     a minority shareholder (the Bel Apartments Minority  Shareholder) owns 100%
     of the  Class B units,  representing  40% of the  voting  interests  in Bel
     Apartments.  The Class B equity interest is recorded as a minority interest
     on the  Consolidated  Statement  of Assets  and  Liabilities.  The  primary
     distinction between the two classes of shares is the distribution  priority
     and voting rights. BRC has priority in distributions and has greater voting
     rights  than the  holders  of the  Class B units.  Pursuant  to a  buy/sell
     agreement  entered into at the time Bel Apartments was established,  either
     BRC or the Bel Apartments Minority  Shareholder can give notice on or after
     September  8,  2010  either  to buy  the  other's  equity  interest  in Bel
     Apartments or to sell its own equity interest in Bel Apartments.

     Bel Multifamily -- Bel Multifamily Property Trust (Bel Multifamily),  which
     was a  majority-owned  subsidiary of BRC during the year ended December 31,
     2001, owns eleven multi-family  residential  properties consisting of 3,011
     units  located  in seven  states  (Washington,  Missouri,  North  Carolina,
     Arizona,  Florida, Georgia, and Texas). BRC owned 100% of the Class A units
     of  Bel  Multifamily,  representing  75%  of the  voting  interests  in Bel
     Multifamily,  and a minority  shareholder  owned 100% of the Class B units,
     representing 25% of the voting  interests in Bel  Multifamily.  The primary
     distinction between the two classes of shares is the distribution  priority
     and voting rights. BRC had priority in distributions and had greater voting
     rights  than  the  Class B  units.  BRC  does  not own an  interest  in Bel
     Multifamily at December 31, 2001.

     The accompanying  consolidated financial statements include the accounts of
     Belmar  Capital,  BRC, Bel Apartments and Bel  Multifamily  (for the period
     during  which  BRC  maintained  a  majority  interest  in Bel  Multifamily)
     (collectively,   the  Fund).   All  material   intercompany   accounts  and
     transactions have been eliminated.

     The audited financial statements of the Portfolio,  including the Portfolio
     of Investments, are included elsewhere in this report and should be read in
     conjunction with the Fund's financial statements.

                                      -23-
<PAGE>
BELMAR CAPITAL FUND LLC AS OF DECEMBER 31, 2001
================================================================================
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS CONT'D
================================================================================

2    Significant Accounting Policies
--------------------------------------------------------------------------------
     The following is a summary of significant  accounting policies consistently
     followed  by the  Fund in the  preparation  of its  consolidated  financial
     statements.  The  policies are in  conformity  with  accounting  principles
     generally accepted in the United States of America.

     A  Investment  Costs  -- The  Fund's  investment  assets  were  principally
     acquired through  contributions of common stock by Shareholders in exchange
     for Shares of the Fund,  in private  purchases  of  Partnership  Preference
     Units and through  contributions of real estate investments in exchange for
     cash  and  a  minority  interest  in  a  controlled  subsidiary.  The  Fund
     immediately exchanged the contributed securities into Belvedere Capital for
     shares thereof,  and Belvedere  Capital,  in turn,  immediately  thereafter
     exchanged the contributed  securities into the Portfolio for an interest in
     the  Portfolio.  The cost at which the Fund's  investments  of  contributed
     securities is carried in the consolidated financial statements is the value
     of the contributed  securities as of the close of business on the day prior
     to their  contribution  to the Fund.  The  initial  tax basis of the Fund's
     investment in the Portfolio  through  Belvedere  Capital is the same as the
     contributing Shareholders' basis in securities contributed to the Fund. The
     initial tax and  financial  reporting  basis of the Fund's  investments  in
     Partnership Preference Units and other real estate purchased by the Fund is
     the purchase cost. The initial cost at which the Fund's investments in real
     estate  contributed  to the Fund is carried in the  consolidated  financial
     statements is the market value on the  contribution  date.  The initial tax
     basis  of  real  estate   investments   contributed  to  the  Fund  is  the
     contributor's tax basis at the time of contribution or value at the time of
     contribution, depending on the taxability of the contribution.

     B Investment  Valuations -- The Fund's  investments  consist of Partnership
     Preference  Units,  other real  property  investments,  shares of Belvedere
     Capital and short-term debt securities. Belvedere Capital's only investment
     is an  interest  in the  Portfolio,  the value of which is  derived  from a
     proportional  interest  therein.  Additionally,  the Fund has entered  into
     interest rate swap contracts (Note 7). The valuation policy followed by the
     Fund, Belvedere Capital and the Portfolio is as follows:

     Marketable  securities,  including  options,  that are listed on foreign or
     U.S.  securities  exchanges  or in the NASDAQ  National  Market  System are
     valued at closing sale prices on the  exchange  where such  securities  are
     principally  traded.  Futures  positions on securities  or  currencies  are
     generally  valued  at  closing  settlement   prices.   Unlisted  or  listed
     securities  for which  closing sale prices are not  available are valued at
     the  mean  between  the  latest  bid  and  asked  prices.  Short-term  debt
     securities  with a  remaining  maturity  of 60 days or less are  valued  at
     amortized cost, which  approximates fair value. Other fixed income and debt
     securities,  including  listed  securities  and  securities for which price
     quotations  are available,  are normally  valued on the basis of valuations
     furnished by a pricing service. Investments held by the Portfolio for which
     valuations or market  quotations are  unavailable  are valued at fair value
     using  methods  determined  in good  faith  by or at the  direction  of the
     Trustees.  Investments  held by the Fund for  which  valuations  or  market
     quotations  are   unavailable  are  valued  at  fair  value  using  methods
     determined  in good  faith by  Boston  Management  and  Research  (BMR),  a
     wholly-owned  subsidiary  of Eaton Vance  Management  (EVM),  as Investment
     Adviser  of  Belmar  Capital  and as  Manager  of BRC.  Interest  rate swap
     contracts for which prices are unavailable are valued as determined in good
     faith by BMR.

     The value of the Fund's real estate investments is determined in good faith
     by BMR, as Manager of BRC, taking into account all relevant  factors,  data
     and  information,  including,  with respect to  investments  in Partnership
     Preference Units, information from dealers and similar firms with knowledge
     of such issues and the prices of comparable preferred equity securities and
     other  fixed or  adjustable  rate  instruments  having  similar  investment
     characteristics.  Real estate investments other than Partnership Preference
     Units  are  generally   stated  at  estimated   market  values  based  upon
     independent valuations assuming an orderly disposition of assets.  Detailed
     valuations are performed annually and reviewed periodically and adjusted if
     there has been a  significant  change in economic  circumstances  since the
     previous  valuation.  Given that such valuations  include many assumptions,
     including but not limited to, an orderly disposition of assets,  values may
     differ from amounts ultimately realized.

     C Interest Rate Swaps -- Belmar Capital has entered into interest rate swap
     agreements  with  respect to its  borrowings  and real estate  investments.
     Pursuant to these agreements, Belmar Capital makes periodic payments to the
     counterparty  at  predetermined  fixed rates in exchange for  floating-rate
     payments from the counterparty that fluctuate with one-month LIBOR.  During
     the terms of the  outstanding  swap  agreements,  changes in the underlying
     values of the swaps are  recorded  as  unrealized  gains or losses.  Belmar
     Capital is exposed to credit  loss in the event of  non-performance  by the
     swap counterparty.
                                       -24-
<PAGE>
BELMAR CAPITAL FUND LLC AS OF DECEMBER 31, 2001
================================================================================
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS CONT'D
================================================================================
     D  Written  Options  -- The  Portfolio  and the Fund may write  listed  and
     over-the-counter  call  options  on  individual  securities,  on baskets of
     securities and on stock market indices.  Upon the writing of a call option,
     an  amount  equal  to the  premium  received  by the  Portfolio  or Fund is
     included  in the  Consolidated  Statement  of Assets and  Liabilities  as a
     liability. The amount of the liability is subsequently  marked-to-market to
     reflect  the current  value of the option  written in  accordance  with the
     investment  valuation  policies  discussed  above.  Premiums  received from
     writing  options  that  expire are  treated  as  realized  gains.  Premiums
     received from writing options that are exercised or are closed are added to
     or offset  against  the  proceeds  or  amount  paid on the  transaction  to
     determine the realized  gain or loss.  The Portfolio or Fund as a writer of
     an option may have no control over whether the underlying securities may be
     sold and as a result bears the market risk of an unfavorable  change in the
     price of the securities underlying the written option.

     E Purchased Options -- Upon the purchase of a put option,  the premium paid
     by the  Portfolio  or Fund is included  in the  Consolidated  Statement  of
     Assets and  Liabilities as an  investment.  The amount of the investment is
     subsequently  marked-to-market  to reflect the current  market value of the
     option  purchased,  in accordance  with the investment  valuation  policies
     discussed  above.  If an option which the  Portfolio or Fund has  purchased
     expires on the  stipulated  expiration  date,  the  Portfolio  or Fund will
     realize a loss in the amount of the cost of the option. If the Portfolio or
     Fund enters into a closing  sale  transaction,  the  Portfolio or Fund will
     realize a gain or loss,  depending on whether the sales  proceeds  from the
     closing sale  transaction  are greater or less than the cost of the option.
     If the Portfolio or Fund exercises a put option,  it will realize a gain or
     loss from the sale of the  underlying  security and the proceeds  from such
     sale will be decreased by the premium originally paid.

     F Rental  Operations  -- The  apartment  units held by Bel  Apartments  are
     leased to residents  generally for terms of one year or less,  with monthly
     payments due in advance.

     The escrow accounts related to Bel Apartments  consist of deposits for real
     estate taxes, insurance,  reserve for replacements and capital repairs that
     are  required  under the  mortgage  agreements.  The escrow  accounts  also
     include security deposit accounts. The mortgage escrow accounts are held by
     financial institutions and controlled by the lenders (Note 8).

     Costs  incurred in connection  with  acquisitions  of properties  have been
     capitalized.  Significant  betterments and  improvements are capitalized as
     part of real property.

     G Income  --  Dividend  income  is  recorded  on the  ex-dividend  date and
     interest and rental income are recorded on the accrual basis.

     Belvedere  Capital's  net  investment  income or loss consists of Belvedere
     Capital's  pro-rata  share of the net  investment  income of the Portfolio,
     less all actual or accrued  expenses of Belvedere  Capital,  determined  in
     accordance  with  accounting  principles  generally  accepted in the United
     States of America. The Fund's net investment income or loss consists of the
     Fund's  pro-rata share of the net investment  income of Belvedere  Capital,
     plus all income  earned on the Fund's direct  investments,  less all actual
     and accrued  expenses of the Fund  determined in accordance with accounting
     principles generally accepted in the United States of America.

     H Deferred Costs -- Costs incurred by Belmar Capital in connection with its
     organization have been expensed as incurred.  Deferred mortgage origination
     expenses  incurred in connection  with the financing of Bel  Apartments are
     amortized over the terms of the respective loans.

     I Income Taxes -- Belmar Capital,  Belvedere  Capital and the Portfolio are
     treated as  partnerships  for  federal  income tax  purposes.  As a result,
     Belmar  Capital,  Belvedere  Capital and the Portfolio do not incur federal
     income  tax  liability,  and the  shareholders  and  partners  thereof  are
     individually  responsible for taxes on items of partnership  income,  gain,
     loss and deduction.  The policy of BRC and Bel Apartments is to comply with
     the Internal  Revenue Code applicable to REITs. BRC and Bel Apartments will
     generally  not be  subject to  federal  income tax to the extent  that they
     distribute  their  earnings to their  stockholders  each year and  maintain
     their qualifications as REITs.

     J Other -- Investment transactions are accounted for on a trade-date basis.

     K  Reclassifications  -- Certain  amounts in the prior  period's  financial
     statements  have  been  reclassified  to  conform  with  the  current  year
     presentation.

                                      -25-
<PAGE>
BELMAR CAPITAL FUND LLC AS OF DECEMBER 31, 2001
================================================================================
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS CONT'D
================================================================================
     L Use of Estimates -- The preparation of financial statements in conformity
     with  accounting  principles  generally  accepted  in the United  States of
     America  requires  management to make estimates and assumptions that affect
     the reported amounts of assets and liabilities at the date of the financial
     statements  and the  reported  amounts  of income  and  expense  during the
     reporting period. Actual results could differ from those estimates.

3    Distributions to Shareholders
--------------------------------------------------------------------------------
     Each year Belmar  Capital  intends to distribute  all of its net investment
     income for the year,  if any,  and  approximately  22% of its net  realized
     capital  gains for such  year,  if any,  other than  precontribution  gains
     allocated  to a  Shareholder  in  connection  with a tender  offer or other
     extraordinary  corporate  event with respect to a security  contributed  by
     such  shareholder,  for which no  capital  gain  distribution  is made.  In
     addition, whenever a distribution with respect of a precontribution gain is
     made,  Belmar  Capital  makes a  supplemental  distribution  to  compensate
     Shareholders  receiving  such  distributions  for taxes  that may be due in
     connection with the  precontribution  gain and  supplemental  distributions
     (Special  Distribution).  Special  Distributions paid during the year ended
     December 31, 2001 totaled $1,786,192.

     In addition, BRC and Bel Apartments intend to distribute  substantially all
     of their taxable income earned by the respective entities during the year.

     Distributions  made to  Shareholders  electing  the  Fund's  Estate  Freeze
     feature (Note 4) will be paid, first, to holders of Preferred Shares to the
     extent of the unpaid  cumulative  annual  priority  return of the Preferred
     Shares  and,  second,  to the  holders  of the  associated  Common  Shares.
     Distributions  made in respect of any  realized  precontribution  gains and
     associated supplemental distributions will be apportioned between Preferred
     Shares and Common Shares  consistent  with the  allocation to the Preferred
     Shares and Common  Shares of such  realized  precontribution  gains.  It is
     expected that substantially all Belmar Capital  distributions in respect of
     Estate  Freeze  Shares will be paid to holders of Preferred  Shares  rather
     than holders of Common Shares. Distributions on Estate Freeze Shares may be
     reinvested  in Belmar  Capital to  purchase  undivided  Fund  Shares at the
     Fund's net asset value per share on the date of reinvestment.

4    Shareholder Transactions
--------------------------------------------------------------------------------
     Belmar Capital may issue an unlimited  number of full and  fractional  Fund
     Shares.  Transactions in Fund Shares, including contributions of securities
     in exchange for Shares of Belmar Capital, were as follows:

                                          YEAR ENDED            PERIOD ENDED
                                        DECEMBER 31, 2001     DECEMBER 30, 2000*
--------------------------------------------------------------------------------
Issued at Fund closings                            --            25,888,893
Issued to Shareholders electing to
 receive payment of distributions in
 Fund Shares                                    86,413               32,900
Redemptions                                 (1,074,220)            (800,532)
--------------------------------------------------------------------------------
NET (DECREASE) INCREASE                       (987,807)          25,121,261
--------------------------------------------------------------------------------
*    For the period from the start of business,  March 17, 2000, to December 31,
     2000.

     Redemptions of Fund Shares held less than three years are generally subject
     to a redemption  fee of 1% of the net asset value of Fund Shares  redeemed.
     The  redemption  fee is paid to Eaton  Vance  Distributors,  Inc.  (EVD) by
     Belmar Capital on behalf of the redeeming Shareholder.  No charge is levied
     on  redemptions  of  Fund  Shares  acquired  through  the  reinvestment  of
     distributions,  Fund Shares  redeemed in connection  with a tender offer or
     other  extraordinary  corporate event or Fund Shares redeemed following the
     death  of all of the  initial  holders  of the  Fund  Shares  redeemed.  In
     addition,  no fee applies to  redemptions  made  pursuant  to a  Systematic
     Redemption  Plan whereby a  Shareholder  can redeem up to 2% of Fund Shares
     held on a  quarterly  basis.  For the year ended  December  31,  2001,  EVD
     received $628,375 in redemption fees.

     Shareholders in Belmar Capital are entitled to restructure their Fund Share
     interests  under  what is termed  an Estate  Freeze  Election.  Under  this
     election,  Fund Shares are divided into Preferred Shares and Common Shares.
     Preferred Shares 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
     Shares were derived,  plus (ii) an annuity priority return equal to 8.5% of
     the  Preferred  Shares'  preferential  interest  in  the  original  capital
     contribution of the undivided Fund Shares. The associated Common Shares are
     entitled  to the  remaining  5% of the  original  capital  contribution  in
     respect of the undivided Shares,  plus any returns thereon in excess of the
     fixed annual  priority of the Preferred  Shares.  At December 31, 2001, the
     Preferred  Shares were valued at $87.37 and the Common Shares had no value.
                                      -26-
<PAGE>
BELMAR CAPITAL FUND LLC AS OF DECEMBER 31, 2001
================================================================================
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS CONT'D
================================================================================

     The  existence  of  restructured  Fund  Shares  does not  adversely  affect
     Shareholders who do not participate in the election nor do the restructured
     Fund  Shares  have  preferential  rights to Fund  Shares that have not been
     restructured.  Shareholders  who subdivide  Fund Shares under this election
     sacrifice certain rights and privileges that they would otherwise have with
     respect to the Fund  Shares so  divided,  including  redemption  rights and
     voting and consent rights.  Upon the twentieth  anniversary of the issuance
     of the associated  undivided Fund Shares to the original  holders  thereof,
     Preferred  and  Common  Shares  will  automatically  convert  into full and
     fractional undivided Fund Shares.

5    Investment Transactions
--------------------------------------------------------------------------------
     For the year ended  December  31, 2001  increases  and  decreases of Belmar
     Capital's  investment  in  Belvedere  Capital  aggregated  $74,595,148  and
     $180,344,042,   respectively,   sales  of  Partnership   Preference   Units
     aggregated  $17,712,076,  there were no purchases of Partnership Preference
     Units and purchases and sales of other real property aggregated $48,651,593
     and $49,080,499, respectively.

     Sales of Partnership  Preference  Units and other real property  during the
     year ended December 31, 2001 were made to other funds sponsored by EVM.

6    Indirect Investment in Portfolio
--------------------------------------------------------------------------------
     Belvedere  Capital's  interest in the  Portfolio at December 31, 2001,  was
     $10,334,131,781,  representing  56.4% of the  Portfolio's  net assets.  The
     Fund's   investment   in  Belvedere   Capital  at  December  31,  2001  was
     $2,129,845,069,  representing  20.6% of  Belvedere  Capital's  net  assets.
     Investment income allocated to Belvedere Capital from the Portfolio for the
     year ended December 31, 2001 totaled $105,790,876, of which $23,952,295 was
     allocated to the Fund.  Expenses  allocated  to Belvedere  Capital from the
     Portfolio  for the year ended  December  31, 2001 totaled  $43,414,135,  of
     which  $9,841,531 was allocated to the Fund.  Belvedere  Capital  allocated
     additional  expenses to the Fund of $3,402,441  for the year ended December
     31, 2001,  representing  $87,269 of operating  expenses and  $3,315,172  of
     service  fees  (Note  9).

7    Cancelable Interest Rate Swap Agreements
--------------------------------------------------------------------------------
     Belmar Capital has entered into cancelable interest rate swap agreements 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.  As of
     December 31, 2001, Belmar Capital has entered into cancelable interest rate
     swap agreements with Merrill Lynch Capital Services, Inc.

<PAGE>
<TABLE>
                                                                        UNREALIZED
           NOTIONAL                           INITIAL                   DEPRECIATION
           AMOUNT                             OPTIONAL     FINAL        AT
EFFECTIVE  (000'S    FIXED    FLOATING        TERMINATION  TERMINATION  DECEMBER 31,
DATE       OMITTED)  RATE     RATE            DATE         DATE         2001
---------------------------------------------------------------------------------------
<S>        <C>         <C>             <C>       <C>          <C>       <C>
3/00       $27,500     8.96%   LIBOR + 0.40%     3/05         3/30      $    (2,436,531)
3/00        19,146     9.09%   LIBOR + 0.40%     4/04         3/30           (1,532,942)
3/00        43,181     9.20%   LIBOR + 0.40%     6/03         3/30           (2,837,702)
3/00        21,766     9.24%   LIBOR + 0.40%     4/03         3/30           (1,342,028)
3/00        38,102     9.11%   LIBOR + 0.40%     2/04         3/30           (2,949,577)
3/00        20,659     9.13%   LIBOR + 0.40%     11/03        3/30           (1,511,706)
3/00        23,027     9.05%   LIBOR + 0.40%     7/04         3/30           (1,907,179)
5/00        10,773     9.54%   LIBOR + 0.40%     4/03         3/30             (751,770)
5/00        12,984     9.50%   LIBOR + 0.40%     6/03         3/30             (970,355)
5/00         9,608     9.46%   LIBOR + 0.40%     11/03        3/30             (816,822)
5/00        13,274     9.42%   LIBOR + 0.40%     2/04         3/30           (1,187,688)
5/00        12,063     9.38%   LIBOR + 0.40%     4/04         3/30           (1,110,698)
5/00        10,799     9.35%   LIBOR + 0.40%     7/04         3/30           (1,037,073)
5/00        41,185     9.31%   LIBOR + 0.40%     9/04         3/30           (4,018,391)
5/00         7,255     9.26%   LIBOR + 0.40%     3/05         3/30             (752,849)
7/00        22,982     9.17%   LIBOR + 0.40%     2/03         3/30           (1,221,975)
7/00        28,305     9.15%   LIBOR + 0.40%     4/03         3/30           (1,671,727)
7/00        32,404     9.13%   LIBOR + 0.40%     6/03         3/30           (2,056,481)
7/00         3,383     9.08%   LIBOR + 0.40%     11/03        3/30             (241,109)
7/00        12,062     9.00%   LIBOR + 0.40%     2/04         3/30             (878,731)
7/00        24,622    8.985%   LIBOR + 0.40%     4/04         3/30           (1,859,986)
7/00         9,184     8.97%   LIBOR + 0.40%     7/04         3/30             (726,630)
7/00        13,454     8.93%   LIBOR + 0.40%     9/04         3/30           (1,075,119)
7/00        17,888     8.87%   LIBOR + 0.40%     3/05         3/30           (1,500,071)
9/00        39,407     7.46%   LIBOR + 0.40%      --          9/10           (3,940,610)
11/00       11,776     8.34%   LIBOR + 0.40%     3/05         3/30             (635,430)
11/00        2,338     8.41%   LIBOR + 0.40%     9/04         3/30             (123,704)
11/00       23,636     8.48%   LIBOR + 0.40%     2/04         3/30           (1,161,401)
11/00       20,264     8.60%   LIBOR + 0.40%     6/03         3/30             (894,183)
11/00       28,629     8.66%   LIBOR + 0.40%     2/03         3/30           (1,088,842)
---------------------------------------------------------------------------------------
TOTAL                                                                   $   (44,239,310)
---------------------------------------------------------------------------------------
</TABLE>

8    Debt
--------------------------------------------------------------------------------
     A Mortgages -- Rental  property held by Bel Apartments is financed  through
     mortgages. The mortgages are secured by the rental property,  mortgage loan
     deposit accounts,  including all subaccounts thereunder,  and an assignment

                                      -27-
<PAGE>
BELMAR CAPITAL FUND LLC AS OF DECEMBER 31, 2001
================================================================================
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS CONT'D
================================================================================
     of certain leases and rents and are without recourse to the other assets of
     Belmar Capital's  Shareholders.  The value of the rental property  securing
     the loans was  $229,061,223 at December 31, 2001.  Balances  outstanding at
     December  31, 2001,  excluding  unamortized  debt  issuance  costs,  are as
     follows:



                                                    MONTHLY
                                          ANNUAL    PRINCIPAL AND  BALANCE AT
MATURITY                                  INTEREST  INTEREST       DECEMBER 31,
DATE                                      RATE      PAYMENT        2001
--------------------------------------------------------------------------------
October 1, 2010                              8.58%  $     165,866  $  21,254,807
October 1, 2010                              8.54%        458,550     58,981,566
October 1, 2010                              8.55%        364,480     46,840,813
October 1, 2010                              8.54%        207,681     26,713,539
October 1, 2010                              8.58%         92,172     11,812,894
October 1, 2027                              7.68%         73,293      9,867,224
--------------------------------------------------------------------------------
                                                    $   1,362,042  $ 175,470,843
--------------------------------------------------------------------------------

     Scheduled  repayments of  mortgages,  excluding  unamortized  debt issuance
     costs,  for the years subsequent to the year ended December 31, 2001 are as
     follows:

YEARS ENDING DECEMBER 31,

-------------------------------------------------------
2002                                      $   1,280,786
2003                                          1,394,999
2004                                          1,478,046
2005                                          1,651,200
2006                                          1,798,487
Thereafter                                  167,867,325
-------------------------------------------------------
                                          $ 175,470,843
-------------------------------------------------------

     B  Credit   Facility  --  Belmar  Capital  has  entered  into  a  revolving
     securitization   facility  (the   Commercial   Paper  Facility)  of  up  to
     $700,000,000 with a special purpose commercial paper issuer (the CP Issuer)
     and Citicorp North America, Inc. as agent for the CP Issuer. The Commercial
     Paper  Facility  is  supported  by  a  committed  liquidity  facility  (the
     Liquidity Facility) provided by Citibank,  N.A., under which borrowings may
     be made for a maximum  term of seven  years from Belmar  Capital's  initial
     closing.  The CP Issuer funds advances under the Commercial  Paper Facility
     by issuing highly rated  commercial  paper notes.  On borrowings  under the
     Commercial Paper Facility,  Belmar Capital pays a rate of interest equal to
     the CP  Issuer's  cost of  funding  plus a  margin  and  certain  fees  and
     expenses. Interest expense includes a commitment fee of approximately 0.18%

<PAGE>
     per year on the unused portion of the  Commercial  Paper  Facility.  In the
     event that the CP issuer is unable or unwilling to maintain advances to the
     Fund,  it may  assign  its  advances  to  the  providers  of the  Liquidity
     Facility. Borrowings under the Liquidity Facility will be at an annual rate
     of one-month LIBOR plus 0.75%.

     Initial  borrowings  under the Commercial  Paper Facility have been used to
     purchase  qualifying  assets,  to  pay  organizational  costs  and  selling
     expenses of the Fund, and to provide for short-term  liquidity needs of the
     Fund. Additional borrowings under the Commercial Paper Facility may be made
     in the  future  for these  purposes.  At  December  31,  2001,  the  amount
     outstanding under the Commercial Paper Facility totaled $613,500,000.

     C Note Payable -- The Bel Apartments  Minority  Shareholder loaned $700,000
     to Bel  Apartments  during 2001.  Interest on the note accrues at a rate of
     10% per  annum.  The  entire  principal  balance  of the note plus  accrued
     interest  thereon is due in 2002.  For the year ended  December  31,  2001,
     interest accrued to the Bel Apartments Minority Shareholder totaled $9,444.

9    Management Fee and Other Transactions with Affiliates
--------------------------------------------------------------------------------
     Belmar  Capital and the Portfolio  have engaged BMR as investment  adviser.
     Under the terms of the advisory agreement with the Portfolio,  BMR receives
     a monthly advisory fee of 5/96 of 1% (0.625% annually) of the average daily
     net assets of the  Portfolio  up to  $500,000,000  and at reduced  rates as
     daily net assets  exceed that level.  For the year ended  December 31, 2001
     the advisory fee applicable to the Portfolio was 0.43% of average daily net
     assets.  Belvedere  Capital's allocated portion of the advisory fee totaled
     $42,233,575  of which  $9,584,860  was allocated to Belmar  Capital for the
     year ended December 31, 2001.

     In addition,  Belmar Capital pays BMR, but for the fee cap described below,
     a monthly advisory and administrative fee of 1/20 of 1% (0.60% annually) of
     the average daily gross assets of Belmar Capital  reduced by the portion of
     the monthly  advisory  and  management  fees  payable for such month by the
     Portfolio  and BRC that is  attributable  to the value of Belmar  Capital's
     direct or indirect investment therein (but no such reduction is made to the
     extent that any such fee or portion  thereof  has been waived by BMR).  The
     term "gross  assets" with  respect to Belmar  Capital is defined to include
     the  current  value of all of Belmar  Capital's  assets  (including  Belmar
     Capital's  interest in Belvedere Capital and Belmar Capital's ratable share
     of the assets of its  controlled  subsidiaries),  without  reduction by any
     liabilities.  BRC pays BMR a  monthly  management  fee at a rate of 1/20 of

                                      -28-
<PAGE>
BELMAR CAPITAL FUND LLC AS OF DECEMBER 31, 2001
================================================================================
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS CONT'D
================================================================================
     1%(equivalent  to 0.60% annually) of the average daily gross assets of BRC.
     The term  "gross  assets"  with  respect to BRC is  defined to include  the
     current  value of all assets of BRC,  including  BRC's ratable share of the
     assets  of  its   controlled   subsidiaries,   without   reduction  by  any
     liabilities.  For this purpose, the assets of BRC's controlled subsidiaries
     are reduced by the proportionate  interests therein of investors other than
     BRC. For the year ended December 31, 2001, the advisory and  administrative
     fee payable to BMR by Belmar  Capital,  plus the  management fee payable to
     BMR by BRC,  less  Belmar  Capital's  allocated  share  of the  Portfolio's
     advisory fee, totaled $8,765,260.

     EVM and BMR do not receive separate  compensation for serving as Manager of
     Belmar Capital and Manager of Belvedere Capital, respectively.

     As compensation  for its services as placement  agent,  Belmar Capital pays
     EVD a  monthly  distribution  fee at a rate of 1/120 of 1%  (equivalent  to
     0.10% annually) of Belmar Capital's average daily net assets.  For the year
     ended December 31, 2001, Belmar Capital's distribution fees paid or accrued
     to EVD totaled $2,189,875.

     BMR  has  agreed  to  waive  a  portion  of  the   monthly   advisory   and
     administrative  fee otherwise  payable by Belmar Capital to the extent that
     such fee (prior to any reduction of such fees payable by the Portfolio that
     are  attributable  to the value of  Belmar  Capital's  direct  or  indirect
     investment  therein),  together with the  management fee payable to BMR and
     the  monthly  distribution  fee  payable  to  EVD,  exceeds  1/20th  of  1%
     (equivalent  to 0.60%  annually) of Belmar  Capital's  average  daily gross
     assets (as defined  above).  For the year ended  December 31, 2001, BMR has
     waived $2,189,875 of the advisory and administrative fee of Belmar Capital.

     Pursuant  to a  servicing  agreement  between  Belvedere  Capital  and EVD,
     Belvedere  Capital  pays  a  servicing  fee to EVD  for  providing  certain
     services and  information to  Shareholders.  The servicing fee is paid on a
     quarterly basis at an annual rate of 0.15% of Belvedere  Capital's  average
     daily net assets and totaled  $14,628,710  for the year ended  December 31,
     2001, of which  $3,315,172 was allocated to Belmar  Capital.  Pursuant to a
     servicing  agreement  between Belmar Capital and EVD, Belmar Capital pays a
     servicing  fee to EVD on a  quarterly  basis at an annual  rate of 0.25% of
     Belmar Capital's average daily net assets,  less Belmar Capital's allocated
     share of the servicing fee payable by Belvedere Capital. For the year ended
     December  31,  2001,  the  servicing  fee paid  directly by Belmar  Capital
     totaled  $2,173,560.  Of the amounts  allocated  to and  incurred by Belmar
     Capital  for the year  ended  December  31,  2001,  $2,382,621  was paid to
     subagents.

     Bel Apartments  indirectly  holds real property through its interest in six
     operating  partnerships.  Each  operating  partnership  has entered  into a
     management  agreement  with an  affiliate  of the Bel  Apartments  Minority
     Shareholder (Note 1B). The management  agreements  provide for a management
     fee and allow for reimbursement to the manager for payroll and other direct
     expenses   incurred  by  the  manager  for  managing  the  Bel   Apartments
     Properties.  For the year ended December 31, 2001,  Bel Apartments  paid or
     accrued property management fees of $1,393,781.

                                      -29-
<PAGE>
BELMAR CAPITAL FUND LLC AS OF DECEMBER 31, 2001
================================================================================
INDEPENDENT AUDITORS' REPORT
================================================================================

TO THE SHAREHOLDERS OF BELMAR CAPITAL FUND LLC AND SUBSIDIARIES:
--------------------------------------------------------------------------------

We  have  audited  the  accompanying   consolidated   statement  of  assets  and
liabilities,  including the  consolidated  portfolio of  investments,  of Belmar
Capital Fund LLC and  Subsidiaries  (collectively,  the Fund) as of December 31,
2001, and the related  consolidated  statements of operations and cash flows for
the year then ended, the consolidated statement of changes in the net assets for
each of the two years in the period then ended and financial  highlights for the
year then ended.  These  financial  statements and financial  highlights are the
responsibility  of the Fund's  management.  Our  responsibility is to express an
opinion on these  financial  statements  and financial  highlights  based on our
audits.

We conducted our audits in accordance with auditing standards generally accepted
in the  United  States of  America.  Those  standards  require  that we plan and
perform the audit to obtain  reasonable  assurance  about  whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  Our  procedures  included  confirmation  of securities  owned as of
December 31, 2001 by correspondence  with the custodian.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such consolidated financial statements referred to above present
fairly,  in all  material  respects,  the  financial  position of the Fund as of
December 31,  2001,  the results of its  operations,  and its cash flows for the
year then ended,  the changes in its net assets for each of the two years in the
period  then  ended,  and its  financial  highlights  for the year then ended in
conformity with accounting principles generally accepted in the United States of
America.

DELOITTE & TOUCHE LLP
Boston, Massachusetts
March 1, 2002

                                      -30-
<PAGE>
TAX-MANAGED GROWTH PORTFOLIO AS OF DECEMBER 31, 2001
================================================================================
PORTFOLIO OF INVESTMENTS
================================================================================

COMMON STOCKS -- 97.6%

SECURITY                                  SHARES           VALUE
--------------------------------------------------------------------------------

Aerospace and Defense -- 1.5%
--------------------------------------------------------------------------------
Boeing Company (The)                            361,794    $    14,030,371
Boeing Company (The)(1)(2)                      250,000          9,689,547
Boeing Company (The)(1)(2)                      200,000          7,752,122
General Dynamics Corp.                        1,505,000        119,858,200
Honeywell International, Inc.                   292,998          9,909,192
Northrop Grumman Corp.                          833,164         83,991,263
Raytheon Co., Class B                           313,564         10,181,423
Rockwell Collins, Inc.                          203,032          3,959,124
United Technologies Corp.                       291,354         18,830,209
--------------------------------------------------------------------------------
                                                           $   278,201,451
--------------------------------------------------------------------------------

Air Freight and Couriers -- 1.5%
--------------------------------------------------------------------------------
FedEx Corp.(3)                                1,631,578    $    84,646,267
Fedex Corp.(1)(2)(3)                             75,000          3,887,141
United Parcel Service, Inc., Class B          3,295,388        179,598,646
--------------------------------------------------------------------------------
                                                           $   268,132,054
--------------------------------------------------------------------------------

Airlines -- 0.0%
--------------------------------------------------------------------------------
Southwest Airlines Co.                           52,000    $       960,960
--------------------------------------------------------------------------------
                                                           $       960,960
--------------------------------------------------------------------------------

Auto Components -- 0.2%
--------------------------------------------------------------------------------
Aftermarket Technology Corp.(3)                  46,000    $       745,200
Arvinmeritor, Inc.                               53,849          1,057,594
Borg-Warner Automotive, Inc.                    230,270         12,031,607
Dana Corp.                                       46,137            640,382
Delphi Automotive Systems                         6,128             83,708
Federal Signal Corp.                            283,471          6,312,899
Johnson Controls                                240,591         19,427,723
TRW, Inc.                                         2,000             74,080
Visteon Corp.                                    15,135            227,630
--------------------------------------------------------------------------------
                                                           $    40,600,823
--------------------------------------------------------------------------------

Automobiles -- 0.1%
--------------------------------------------------------------------------------
DaimlerChrysler                                  19,952    $       831,400
Ford Motor Co.                                  179,556          2,822,620
General Motors Corp.                             13,596            660,766
Harley-Davidson, Inc.                           114,700          6,229,357
<PAGE>

SECURITY                                  SHARES           VALUE
--------------------------------------------------------------------------------

Automobiles (continued)
--------------------------------------------------------------------------------
Honda Motor Co. Ltd. ADR                          5,000    $       407,550
--------------------------------------------------------------------------------
                                                           $    10,951,693
--------------------------------------------------------------------------------

Banks -- 7.0%
--------------------------------------------------------------------------------
AmSouth Bancorporation                        1,251,949    $    23,661,836
Associated Banc-Corp.                           624,922         22,053,497
Bank of America Corp.                         1,717,799        108,135,447
Bank of Granite Corp.                            22,500            444,825
Bank of Montreal                                273,104          6,207,654
Bank of New York Co., Inc. (The)                477,978         19,501,502
Bank One Corp.                                1,251,649         48,876,893
Banknorth Group, Inc.                            65,720          1,480,014
BB&T Corp.                                    1,016,764         36,715,348
Charter One Financial, Inc.                     544,901         14,794,062
City National Corp.                             130,000          6,090,500
Colonial Bancgroup, Inc. (The)                  396,090          5,580,908
Comerica, Inc.                                  222,464         12,747,187
Commerce Bancshares, Inc.                       206,545          8,053,190
Community First Bancshares, Inc.                418,000         10,738,420
Compass Bancshares, Inc.                        306,668          8,678,704
Credit Suisse Group                              55,136          2,352,292
Fifth Third Bancorp                             772,018         47,347,864
Fifth Third Bancorp(1)(2)                        81,626          5,001,158
First Citizens BancShares, Inc.                  65,900          6,441,725
First Financial Bancorp.                         51,122            902,303
First Midwest Bancorp, Inc.                     573,661         16,745,165
First Midwest Bancorp, Inc.(1)(2)                65,612          1,914,017
First Midwest Bancorp, Inc.(1)(2)               176,056          5,133,978
First Tennessee National Corp.                   30,912          1,120,869
FleetBoston Financial Corp.                     631,350         23,044,275
Golden West Financial Corp.                     121,800          7,167,930
GreenPoint Financial Corp.                      120,983          4,325,142
Greenpoint Financial Corp.(1)(2)                200,000          7,145,531
GreenPoint Financial Corp.(1)(2)                300,000         10,717,627
Hibernia Corp., Class A                         165,893          2,951,236
Huntington Bancshares, Inc.                     518,842          8,918,894
Investors Financial Services Corp.              205,701         13,619,463
Investors Financial Services Corp.(1)(2)         32,000          2,117,396
Keycorp                                         552,835         13,456,004
M&T Bank Corp.                                   33,977          2,475,224
Marshall and Ilsley Corp.                        92,887          5,877,889
Mellon Financial Corp.                          206,912          7,784,029


                        SEE NOTES TO FINANCIAL STATEMENTS

                                      -31-
<PAGE>
TAX-MANAGED GROWTH PORTFOLIO AS OF DECEMBER 31, 2001
================================================================================
PORTFOLIO OF INVESTMENTS CONT'D
================================================================================

SECURITY                                  SHARES           VALUE
--------------------------------------------------------------------------------

Banks (continued)
--------------------------------------------------------------------------------
Mellon Financial Corp.(1)(2)                     15,000    $       564,018
National City Corp.                             567,618         16,597,150
National Commerce Financial Corp.             1,113,055         28,160,291
Northern Trust Corp.                          1,451,188         87,390,541
Pacific Century Financial Corp.                  49,425          1,279,613
PNC Financial Services Group, Inc.              171,634          9,645,831
Popular, Inc.                                       716             20,821
Regions Financial Corp.                       1,375,042         41,168,757
Royal Bank of Canada                            368,444         12,000,221
Royal Bank of Scotland Group PLC                 52,322          1,271,994
Royal Bank of Scotland Group PLC (A.V.S.)(3)     50,837             58,210
S&T Bancorp, Inc.                               100,000          2,428,000
Societe Generale, Class A                       809,647         45,298,997
SouthTrust Corp.                                332,978          8,214,567
Southwest Bancorporation of Texas, Inc.(3)      215,601          6,526,242
Southwest Bancorporation of
  Texas, Inc.(1)(2)(3)                          600,000         18,150,649
Sovereign Bancorporation, Inc.                  442,584          5,417,228
SunTrust Banks, Inc.                            311,574         19,535,690
Synovus Financial                             1,002,233         25,105,937
TCF Financial Corp.                             512,000         24,565,760
U.S. Bancorp                                  4,083,706         85,471,967
Union Planters Corp.                            408,979         18,457,222
Valley National Bancorp.                        323,780         10,668,551
Wachovia Corp.                                1,497,451         46,960,063
Washington Mutual, Inc.                       2,327,799         76,119,027
Wells Fargo & Co.                             2,972,457        129,153,257
Westamerica Bancorporation                      266,506         10,545,642
Whitney Holding Corp.                           245,252         10,754,300
Zions Bancorporation                            227,671         11,970,941
--------------------------------------------------------------------------------
                                                           $ 1,283,821,485
--------------------------------------------------------------------------------

Beverages -- 3.0%
--------------------------------------------------------------------------------
Anheuser-Busch Cos., Inc.                     2,291,559    $   103,601,382
Coca-Cola Company (The)                       3,068,681        144,688,309
Coca-Cola Enterprises, Inc.                     384,724          7,286,673
Panamerican Beverages, Inc., Class A             80,000          1,188,800
PepsiCo, Inc.                                 6,033,757        293,783,628
--------------------------------------------------------------------------------
                                                           $   550,548,792
--------------------------------------------------------------------------------
<PAGE>

SECURITY                                  SHARES           VALUE
--------------------------------------------------------------------------------

Biotechnology -- 2.1%
--------------------------------------------------------------------------------
Amgen, Inc.(3)                                3,822,612    $   215,748,221
Celera Genomics Group - Applera Corp.(3)         47,100          1,257,099
Genzyme Corp.(3)                              1,616,207         96,746,151
Genzyme Corp.(1)(2)(3)                            9,605            574,385
Genzyme Corporation - Genzyme Biosurgery
  Division(3)                                    86,784            460,823
Gilead Sciences, Inc.(3)                         38,745          2,546,321
Incyte Genomics, Inc.(3)                      1,145,302         22,264,671
Invitrogen Corp.(3)                              37,645          2,331,355
Sepracor, Inc.(3)                               884,000         50,441,040
Vertex Pharmaceuticals, Inc.(3)                  83,000          2,040,970
--------------------------------------------------------------------------------
                                                           $   394,411,036
--------------------------------------------------------------------------------

Building Products -- 0.6%
--------------------------------------------------------------------------------
American Standard Companies, Inc.(3)            258,251    $    17,620,466
American Standard Companies, Inc.(1)(2)(3)       63,436          4,327,833
Masco Corp.                                   3,506,516         85,909,642
--------------------------------------------------------------------------------
                                                           $   107,857,941
--------------------------------------------------------------------------------

Chemicals -- 1.7%
--------------------------------------------------------------------------------
Airgas, Inc.(3)                                 536,219    $     8,107,631
Arch Chemicals, Inc.                              4,950            114,840
Bayer AG ADR                                     40,000          1,271,448
Dow Chemical Co. (The)                          183,245          6,190,016
DuPont (E.I.) de Nemours & Co.                1,173,241         49,874,475
Eastman Chemical Co.                                148              5,775
Ecolab, Inc.                                  2,064,867         83,110,897
International Flavors & Fragrances, Inc.        148,101          4,400,081
MacDermid, Inc.                                  61,937          1,049,832
Monsanto Co.                                  2,990,100        101,065,380
Olin Corp.                                        9,900            159,786
PPG Industries, Inc.                             23,542          1,217,592
RPM, Inc.                                       470,138          6,798,195
Sigma Aldrich Corp.                             615,000         24,237,150
Solutia, Inc.                                    99,629          1,396,799
Syngenta AG ADR(3)                               10,030            106,318
Valspar Corp.                                   768,316         30,425,314
--------------------------------------------------------------------------------
                                                           $   319,531,529
--------------------------------------------------------------------------------


                        SEE NOTES TO FINANCIAL STATEMENTS

                                      -32-
<PAGE>
TAX-MANAGED GROWTH PORTFOLIO AS OF DECEMBER 31, 2001
================================================================================
PORTFOLIO OF INVESTMENTS CONT'D
================================================================================

SECURITY                                  SHARES           VALUE
--------------------------------------------------------------------------------

Commercial Services and Supplies -- 5.1%
--------------------------------------------------------------------------------
Allied Waste Industries, Inc.(3)              1,675,000    $    23,550,500
Apollo Group, Inc.(3)                             5,066            228,021
Arbitron, Inc.(3)                                36,200          1,236,230
Automatic Data Processing, Inc.               3,247,523        191,279,105
Avery Dennison Corp.                          1,432,004         80,951,186
Banta Corp.                                      42,341          1,249,906
BISYS Group, Inc. (The)(3)                      107,746          6,894,667
BISYS Group, Inc. (The)(1)(2)(3)                 12,500            799,472
BISYS Group, Inc. (The)(1)(2)(3)                 20,000          1,279,032
Block (H&R), Inc.                               732,354         32,736,224
Bowne & Co., Inc.                               172,640          2,209,792
Cendant Corp.(3)                                192,150          3,768,061
Century Business Services, Inc.(3)              400,000            920,000
Ceridian Corp.(3)                               181,858          3,409,837
Certegy Inc.(3)                                  42,862          1,466,738
Cintas Corp.                                  1,410,561         67,706,928
Concord EFS, Inc.(3)                            551,454         18,076,662
Consolidated Graphics, Inc.(3)                   70,215          1,351,639
CSG Systems International, Inc.(3)               41,116          1,663,142
Deluxe Corp.                                     80,675          3,354,466
Donnelley (R.R.) & Sons Co.                     200,521          5,953,468
DST Systems, Inc.(3)                          2,017,634        100,579,055
eFunds Corp.(3)                                  44,484            611,655
Equifax, Inc.                                    85,724          2,070,235
First Data Corp.                              2,227,384        174,738,275
Harland (John H.) Co.                            51,540          1,139,034
HON Industries, Inc.                          1,270,418         35,127,058
Imagistics International Inc.(3)                  6,222             76,842
IMS Health, Inc.                                498,012          9,716,214
Manpower, Inc.                                  112,000          3,775,520
Miller (Herman), Inc.                           577,903         13,673,185
Navigant Consulting, Inc.(3)                    496,795          2,732,372
Navigant International, Inc.(3)                  59,630            682,763
Newpark Resources, Inc.(3)                       96,537            762,642
Paychex, Inc.                                   929,490         32,392,727
Pitney Bowes, Inc.                               77,782          2,925,381
ProQuest Company(3)                             115,000          3,899,650
ServiceMaster Co.                               704,262          9,718,816
Spherion Corp.(3)                                90,000            878,400
Staff Leasing, Inc.                              78,125            198,437
Steelcase, Inc., Class A                        123,000          1,810,560
Sylvan Learning Systems, Inc.(3)                815,396         17,995,790
<PAGE>

SECURITY                                  SHARES           VALUE
--------------------------------------------------------------------------------

Commercial Services and Supplies (continued)
--------------------------------------------------------------------------------
Valassis Communications, Inc.(3)                775,000    $    27,605,500
Viad Corp.                                       40,314            954,636
Waste Management, Inc.                        1,399,736         44,665,576
Workflow Management, Inc.(3)                     79,507            379,248
--------------------------------------------------------------------------------
                                                           $   939,194,647
--------------------------------------------------------------------------------

Communications Equipment -- 1.5%
--------------------------------------------------------------------------------
3Com Corp.(3)                                   873,949    $     5,575,795
ADC Telecommunications, Inc.(3)                 937,781          4,313,793
Advanced Fibre Communication, Inc.(3)            15,000            265,050
Alcatel S.A. ADR                                 43,728            723,698
Avaya, Inc.(3)                                   68,903            837,171
CIENA Corp.(3)                                  702,026         10,045,992
Cisco Systems, Inc.(3)                        5,430,799         98,351,770
Comverse Technology, Inc.(3)                    386,378          8,643,276
Corning, Inc.                                   705,943          6,297,012
Enterasys Networks, Inc.(3)                     989,660          8,758,491
JDS Uniphase Corp.(3)                           266,080          2,309,574
Lucent Technologies, Inc.                       954,951          6,006,642
Marconi PLC                                      23,088             14,015
McData Corp., Class A(3)                         23,016            563,892
Motorola, Inc.                                  551,445          8,282,704
Nokia Corp., Class A, ADR                     2,881,697         70,688,027
Nortel Networks Corp.                         2,131,110         15,983,325
Qualcomm, Inc.(3)                               344,112         17,377,656
Riverstone Networks, Inc.(3)                     46,005            763,683
Telefonaktiebolaget LM Ericsson, Class B ADR  1,816,000          9,479,520
Tellabs, Inc.(3)                                338,790          5,068,298
--------------------------------------------------------------------------------
                                                           $   280,349,384
--------------------------------------------------------------------------------

Computers and Peripherals -- 3.2%
--------------------------------------------------------------------------------
Compaq Computer Corp.                            82,245    $       802,711
Dell Computer Corp.(3)                        3,630,589         98,679,409
EMC Corp.(3)                                  1,075,543         14,455,298
Gateway, Inc.(3)                              1,149,407          9,241,232
Hewlett-Packard Co.                           1,991,489         40,905,184
International Business Machines Corp.         1,039,334        125,717,841
Lexmark International, Inc.(3)                4,536,940        267,679,460
Network Appliance, Inc.(3)                      488,000         10,672,560
Palm, Inc.(3)                                 1,304,605          5,061,867


                        SEE NOTES TO FINANCIAL STATEMENTS

                                      -33-
<PAGE>
TAX-MANAGED GROWTH PORTFOLIO AS OF DECEMBER 31, 2001
================================================================================
PORTFOLIO OF INVESTMENTS CONT'D
================================================================================

SECURITY                                  SHARES           VALUE
--------------------------------------------------------------------------------

Computers and Peripherals (continued)
--------------------------------------------------------------------------------
Sun Microsystems, Inc.(3)                       537,670    $     6,613,341
--------------------------------------------------------------------------------
                                                           $   579,828,903
--------------------------------------------------------------------------------

Construction and Engineering -- 0.1%
--------------------------------------------------------------------------------
Dycom Industries(3)                             160,464    $     2,681,353
Jacobs Engineering Group, Inc.(3)               176,233         11,631,378
Salient 3 Communications, Inc., Class A          78,125             76,953
--------------------------------------------------------------------------------
                                                           $    14,389,684
--------------------------------------------------------------------------------

Construction Materials -- 0.1%
--------------------------------------------------------------------------------
CRH PLC                                         329,450    $     5,806,873
Vulcan Materials Co.                            136,109          6,525,065
--------------------------------------------------------------------------------
                                                           $    12,331,938
--------------------------------------------------------------------------------
Containers and Packaging -- 0.1%
--------------------------------------------------------------------------------
Bemis Co., Inc.                                 141,000    $     6,934,380
Caraustar Industries, Inc.                      264,862          1,835,494
Sealed Air Corp.(3)                             174,914          7,139,989
Sonoco Products Co.                             160,690          4,271,140
Temple Inland, Inc.                              12,632            716,613
--------------------------------------------------------------------------------
                                                           $    20,897,616
--------------------------------------------------------------------------------

Distributors -- 0.0%
--------------------------------------------------------------------------------
MSC Industrial Direct Co.(3)                      5,000    $        98,750
--------------------------------------------------------------------------------
                                                           $        98,750
--------------------------------------------------------------------------------

Diversified Financials -- 5.7%
--------------------------------------------------------------------------------
Affiliated Managers Group, Inc.(3)               13,680    $       964,166
American Express Co.                            969,588         34,604,596
ANC Rental Corp.(1)(3)                          689,786              6,898
Capital One Financial Corp.                     836,371         45,122,215
Citigroup                                     3,970,061        200,408,679
E*Trade Group, Inc.(3)                          288,290          2,954,972
Fannie Mae                                    1,006,357         80,005,381
Federated Investors, Inc.                     1,634,947         52,122,110
Finova Group, Inc.(3)                           175,587            107,108
FirstPlus Financial Group, Inc.(3)              120,000              9,600
Franklin Resources, Inc.                      1,896,536         66,890,825
Freddie Mac                                     498,106         32,576,132
Freddie Mac(1)(2)                                20,000          1,307,346
<PAGE>

SECURITY                                  SHARES           VALUE
--------------------------------------------------------------------------------

Diversified Financials (continued)
--------------------------------------------------------------------------------
Goldman Sachs Group, Inc.                         9,627    $       892,904
Household International, Inc.                 1,603,743         92,920,869
ING Groep NV ADR                                210,570          5,359,007
J.P. Morgan Chase & Co.                         421,490         15,321,162
Knight Trading Group, Inc.(3)                 1,750,000         19,285,000
Legg Mason, Inc.                                217,641         10,877,697
MBNA Corp.                                      131,157          4,616,726
MBNA Corp.(1)(2)                                113,797          3,998,444
Merrill Lynch & Co., Inc.(1)(2)                 150,000          7,812,625
Merrill Lynch & Co., Inc.                     1,676,195         87,363,283
Morgan Stanley Dean Witter & Co.              3,015,769        168,702,118
Nuveen (John) Co. (The), Class A                 75,000          4,011,000
Providian Financial Corp.                       893,096          3,170,491
Raymond James Financial, Inc.(1)(2)              70,000          2,481,924
Schwab (Charles) Corp.                          699,540         10,821,884
Schwab (Charles) Corp.(1)(2)                    133,650          2,063,844
State Street Corp.                              328,000         17,138,000
Stilwell Financial, Inc.                         95,458          2,598,367
T. Rowe Price Group, Inc.                       137,827          4,786,732
Ubs AG-Registered Foreign(3)                      9,183            459,150
USA Education, Inc.                             601,539         50,541,307
Waddell & Reed Financial, Inc., Class A         150,751          4,854,182
--------------------------------------------------------------------------------
                                                           $ 1,037,156,744
--------------------------------------------------------------------------------

Diversified Telecommunication -- 2.6%
--------------------------------------------------------------------------------
Alltel Corp.                                  1,375,801    $    84,928,196
American Tower Corp., Class A(3)                 93,218            882,774
AT&T Corp.                                    1,181,497         21,432,356
BellSouth Corp.                               1,439,465         54,915,590
Broadwing, Inc.(3)                              764,587          7,263,577
Citizens Communications Co.(3)                   59,563            634,942
Deutsche Telekom AG ADR(3)                    1,616,197         27,313,734
Global Crossing Ltd.(3)                         124,289            104,403
ITC Deltacom, Inc.(3)                         1,118,041            972,696
McLeodUSA, Inc.(3)                            1,608,292            595,068
NTL, Inc.(3)                                    400,390            376,367
PTEK Holdings, Inc.(3)                           28,000             95,200
Qwest Communications International(3)            81,903          1,157,289
RSL Communications Ltd.(3)                      747,161              5,230
SBC Communications, Inc.                      4,236,990        165,962,898
Sprint Corp.                                  2,656,796         53,348,464
Talk America Holdings, Inc.(3)                  247,376            101,424


                        SEE NOTES TO FINANCIAL STATEMENTS

                                      -34-
<PAGE>
TAX-MANAGED GROWTH PORTFOLIO AS OF DECEMBER 31, 2001
================================================================================
PORTFOLIO OF INVESTMENTS CONT'D
================================================================================

SECURITY                                  SHARES           VALUE
--------------------------------------------------------------------------------

Diversified Telecommunication (continued)
--------------------------------------------------------------------------------
Telecom Corp. of New Zealand Ltd. ADR             8,000    $       134,000
Verizon Communications, Inc.                    197,052          9,352,088
Williams Communications Group, Inc.(3)            4,086              9,602
Winstar Communications, Inc.(3)                  17,136                296
Worldcom, Inc. - MCI Group(3)                   105,035          1,333,945
WorldCom, Inc. - Worldcom Group(3)            2,799,665         39,419,283
--------------------------------------------------------------------------------
                                                           $   470,339,422
--------------------------------------------------------------------------------

Electric Utilities -- 0.3%
--------------------------------------------------------------------------------
AES Corp.(3)                                     69,254    $     1,132,303
Ameren Corp.                                      5,000            211,500
American Electric Power, Inc.                       960             41,789
Dominion Resources, Inc.                        210,464         12,648,886
Duke Energy Corp.                                 9,234            362,527
Exelon Corp.                                    500,000         23,940,000
P G & E Corp.(3)                                 47,705            917,844
Teco Energy, Inc.                                40,000          1,049,600
TXU Corp.                                       250,196         11,796,741
Wisconsin Energy Corp.                            9,576            216,035
--------------------------------------------------------------------------------
                                                           $    52,317,225
--------------------------------------------------------------------------------

Electrical Equipment -- 0.3%
--------------------------------------------------------------------------------
American Power Conversion Corp.(3)              436,671    $     6,314,263
Baldor Electric Co.                             149,060          3,115,354
Emerson Electric Co.                            522,858         29,855,192
Energizer Holdings, Inc.(3)                      92,626          1,764,525
Molex, Inc., Class A                            112,582          3,045,343
Rockwell International Corp.                    203,032          3,626,152
Tecumseh Products Co., Class A                  156,420          7,919,545
Thomas and Betts Corp.                          132,863          2,810,052
--------------------------------------------------------------------------------
                                                           $    58,450,426
--------------------------------------------------------------------------------

Electronic Equipment - Instruments -- 0.8%
--------------------------------------------------------------------------------
Agilent Technologies, Inc.(3)                   517,438    $    14,752,157
Arrow Electronics, Inc.(3)                        8,750            261,625
Flextronics International Ltd.(3)               204,816          4,913,536
Jabil Circuit, Inc.(3)                        2,127,971         48,347,501
Millipore Corp.                                 101,440          6,157,408
PerkinElmer, Inc.                               300,081         10,508,837
Plexus Corp.(3)                                 132,189          3,510,940
Plexus Corp.(1)(2)(3)                            77,757          2,063,935
<PAGE>

SECURITY                                  SHARES           VALUE
--------------------------------------------------------------------------------

Electronic Equipment - Instruments (continued)
--------------------------------------------------------------------------------
Sanmina-SCI Corp.(3)                          1,186,972    $    23,620,743
Solectron Corp.(3)                            1,818,848         20,516,605
Teledyne Technologies, Inc.(3)                    6,117             99,646
Waters Corp.(3)                                 198,320          7,684,900
X-Rite, Inc.                                    428,000          3,642,280
--------------------------------------------------------------------------------
                                                           $   146,080,113
--------------------------------------------------------------------------------

Energy Equipment and Services -- 1.1%
--------------------------------------------------------------------------------
Baker Hughes, Inc.                              977,604    $    35,653,218
Core Laboratories NV(3)                         205,000          2,874,100
Grant Prideco, Inc.(3)                          163,681          1,882,332
Halliburton Co.                                 504,383          6,607,417
Nabors Industries, Inc.(3)                      572,000         19,636,760
National-Oilwell, Inc.(3)                       641,199         13,215,111
National-Oilwell, Inc.(1)(2)(3)                  45,730            941,965
Noble Drilling, Inc.(3)                         170,000          5,786,800
Patterson-UTI Energy, Inc.(3)                   200,000          4,662,000
Schlumberger Ltd.                             1,455,913         80,002,419
Smith International, Inc.(3)                     70,000          3,753,400
Transocean Sedco Forex, Inc.                     73,657          2,491,080
Weatherford International(3)                    663,681         24,728,754
--------------------------------------------------------------------------------
                                                           $   202,235,356
--------------------------------------------------------------------------------

Food and Drug Retailing -- 1.9%
--------------------------------------------------------------------------------
Albertson's, Inc.                             1,049,367    $    33,044,567
Casey's General Stores, Inc.                     91,201          1,358,895
CVS Corp.                                       961,153         28,450,129
Kroger Co. (The)(3)                           1,066,630         22,260,568
Safeway, Inc.(3)                              1,992,734         83,196,645
Sysco Corp.                                   5,842,567        153,192,107
Sysco Corp.(1)(2)                                44,744          1,172,528
Walgreen Co.                                    643,194         21,649,910
Winn-Dixie Stores, Inc.                         506,616          7,219,278
--------------------------------------------------------------------------------
                                                           $   351,544,627
--------------------------------------------------------------------------------

Food Products -- 2.3%
--------------------------------------------------------------------------------
Archer-Daniels-Midland Co.                      234,652    $     3,367,256
Campbell Soup Co.                             1,243,047         37,129,814
Conagra Foods, Inc.                           1,544,015         36,701,237
Dean Foods Co.(3)                               128,072          8,734,510
Flowers Foods, Inc.(3)                           98,255          3,922,340


                        SEE NOTES TO FINANCIAL STATEMENTS

                                      -35-
<PAGE>
TAX-MANAGED GROWTH PORTFOLIO AS OF DECEMBER 31, 2001
================================================================================
PORTFOLIO OF INVESTMENTS CONT'D
================================================================================

SECURITY                                  SHARES           VALUE
--------------------------------------------------------------------------------

Food Products (continued)
--------------------------------------------------------------------------------
General Mills, Inc.                             254,545    $    13,238,885
Heinz (H.J.) Co.                                191,876          7,889,941
Hershey Foods Corp.                             744,421         50,397,302
Kellogg Co.                                     101,647          3,059,575
Kraft Foods, Inc.(3)                            387,000         13,169,610
McCormick & Co., Inc.                           458,870         19,258,774
Riviana Foods, Inc.                             250,000          4,437,500
Sara Lee Corp.                                3,092,508         68,746,453
Smithfield Foods, Inc.(3)                     4,207,530         92,733,961
Tyson Foods, Inc.                               405,548          4,684,079
Unilever ADR                                    400,000         23,044,000
Wrigley (Wm.) Jr. Co.                           441,026         22,655,506
--------------------------------------------------------------------------------
                                                           $   413,170,743
--------------------------------------------------------------------------------

Gas Utilities -- 0.6%
--------------------------------------------------------------------------------
El Paso Corporation                             175,909    $     7,847,300
Enron Corp.                                      17,000             10,200
Kinder Morgan, Inc.(1)(2)                       500,000         27,829,337
Kinder Morgan, Inc.                           1,288,072         71,732,730
National Fuel Gas Co.                             4,000             98,800
--------------------------------------------------------------------------------
                                                           $   107,518,367
--------------------------------------------------------------------------------

Health Care Equipment and Supplies -- 2.5%
--------------------------------------------------------------------------------
Applied Biosystems Group - Applera Corp.        444,800    $    17,467,296
Bausch & Lomb, Inc.                             145,054          5,462,734
Baxter International, Inc.                    3,262,710        174,979,137
Becton, Dickinson and Co.                       255,921          8,483,781
Biomet, Inc.                                    334,411         10,333,300
Biomet, Inc.(1)(2)                               76,929          2,374,749
Boston Scientific Corp.(3)                      544,685         13,137,802
Dentsply International, Inc.                     49,550          2,487,410
Edwards Lifesciences Corp.(3)                   295,714          8,170,578
Guidant Corp.(3)                                 54,616          2,719,877
Hillenbrand Industries, Inc.                    647,898         35,809,322
Lumenis Ltd.(3)                                 112,000          2,206,400
Medtronic, Inc.                               3,100,748        158,789,305
St. Jude Medical, Inc.(3)                         5,007            388,794
Steris Corp.(3)                                  56,377          1,030,008
VISX, Inc.(3)                                    50,000            662,500
Zimmer Holdings, Inc.(3)                        244,725          7,473,902
--------------------------------------------------------------------------------
                                                           $   451,976,895
--------------------------------------------------------------------------------
<PAGE>

SECURITY                                  SHARES           VALUE
--------------------------------------------------------------------------------

Health Care Providers and Services -- 1.9%
--------------------------------------------------------------------------------
Andrx Group(3)                                   93,750    $     6,600,938
Andrx Group(1)(2)(3)                            300,000         21,108,478
Beverly Enterprises, Inc.(3)                    357,143          3,071,430
Cardinal Health, Inc.                         1,727,365        111,691,421
Cardinal Health, Inc.(1)(2)                      36,150          2,336,144
Caremark Rx, Inc.(3)                             17,696            288,622
CIGNA Corp.                                      11,236          1,041,015
Covance, Inc.(3)                                 58,750          1,333,625
Cybear Group(3)                                   2,326                768
FPA Medical Management, Inc.(1)(3)              315,000              3,150
HCA - The Healthcare Company                     53,310          2,054,567
Health Management Associates, Inc.,
   Class A(3)                                 1,936,833         35,637,727
HealthSouth Corp.(3)                            314,854          4,666,136
IDX Systems Corp.(3)                             60,000            780,600
LabOne, Inc.(3)                                  53,940            830,676
McKesson HBOC, Inc.                              49,513          1,851,786
Orthodontic Centers of America, Inc.(3)         100,000          3,050,000
Pacificare Health Systems, Inc., Class A(3)      19,500            312,000
Parexel International Corp.(3)                   35,000            502,250
PhyCor, Inc.(3)                                 312,500             10,938
Quest Diagnostics, Inc.(3)                      481,250         34,510,438
Quintiles Transnational Corp.(3)                417,372          6,698,821
Renal Care Group, Inc.(3)                       371,007         11,909,325
Response Oncology, Inc.(3)                       44,761              2,462
Schein (Henry), Corp.(3)                      1,125,194         41,665,934
Schein (Henry), Corp.(1)(2)(3)                  147,354          5,453,790
Service Corp. International(3)                  145,389            725,491
Stewart Enterprises, Inc.(3)                    114,000            682,860
Sunrise Assisted Living, Inc.(3)                354,000         10,304,940
Synavant, Inc.(3)                                24,900             99,600
Tenet Healthcare Corp.(3)                       302,641         17,771,080
UnitedHealth Group, Inc.                         68,371          4,838,616
Ventiv Health, Inc.(3)                          160,833            588,649
Wellpoint Health Networks, Inc.(3)              200,000         23,370,000
--------------------------------------------------------------------------------
                                                           $   355,794,277
--------------------------------------------------------------------------------

Hotels, Restaurants and Leisure -- 1.2%
--------------------------------------------------------------------------------
Brinker International, Inc.(3)                  582,237    $    17,327,373
Carnival Corp.                                   54,748          1,537,324
Carnival Corp.(1)(2)                            500,000         14,032,980


                        SEE NOTES TO FINANCIAL STATEMENTS

                                      -36-
<PAGE>
TAX-MANAGED GROWTH PORTFOLIO AS OF DECEMBER 31, 2001
================================================================================
PORTFOLIO OF INVESTMENTS CONT'D
================================================================================

SECURITY                                  SHARES           VALUE
--------------------------------------------------------------------------------

Hotels, Restaurants and Leisure (continued)
--------------------------------------------------------------------------------
CBRL Group, Inc.                                 62,047    $     1,826,664
Evans (Bob) Farms, Inc.                          51,662          1,269,335
International Game Technology(1)(2)(3)          100,000          6,826,585
International Speedway Corp., Class A           118,344          4,627,250
Jack in the Box, Inc.(3)                        500,000         13,770,000
Lone Star Steakhouse and Saloon, Inc.           145,981          2,164,898
Marriott International, Inc., Class A           282,392         11,479,235
McDonald's Corp.                              1,434,823         37,979,765
MGM Mirage, Inc.(3)                             269,445          7,778,877
Outback Steakhouse, Inc.(3)                   1,285,923         44,042,863
Outback Steakhouse, Inc.(1)(2)(3)               325,000         11,123,597
Papa John's International, Inc.(3)              199,997          5,495,918
Royal Caribbean Cruises Ltd.                    500,000          8,100,000
Sonic Corp.(3)                                   71,007          2,556,252
Starbucks Corp.(3)                            1,368,000         26,060,400
Tricon Global Restaurants, Inc.(3)              219,875         10,817,850
--------------------------------------------------------------------------------
                                                           $   228,817,166
--------------------------------------------------------------------------------

Household Durables -- 0.4%
--------------------------------------------------------------------------------
Blyth Industries, Inc.                        1,258,693    $    29,264,612
Department 56, Inc.(3)                          255,162          2,194,393
Fortune Brands, Inc.                             69,838          2,764,886
Helen of Troy Ltd.(3)                            20,000            248,200
Interface, Inc.                                 207,000          1,161,270
Interface, Inc.(1)                               54,608            306,351
Leggett & Platt, Inc.                           878,704         20,210,192
Maytag Corp.                                     27,073            840,075
Newell Rubbermaid, Inc.                         426,562         11,760,314
Snap-On, Inc.                                    51,429          1,731,100
Water Pik Technologies, Inc.(3)                   2,141             18,605
--------------------------------------------------------------------------------
                                                           $    70,499,998
--------------------------------------------------------------------------------

Household Products -- 1.1%
--------------------------------------------------------------------------------
Clorox Co.                                       53,688    $     2,123,360
Colgate-Palmolive Co.                           608,213         35,124,301
Kimberly-Clark Corp.                          1,784,920        106,738,216
Procter & Gamble Co.                            718,761         56,875,558
--------------------------------------------------------------------------------
                                                           $   200,861,435
--------------------------------------------------------------------------------
<PAGE>

SECURITY                                  SHARES           VALUE
--------------------------------------------------------------------------------

Industrial Conglomerates -- 1.9%
--------------------------------------------------------------------------------
General Electric Co.                          5,842,676    $   234,174,454
Minnesota Mining & Manufacturing Co.            196,745         23,257,226
Teleflex, Inc.                                   47,559          2,250,016
Tyco International Ltd.                       1,540,147         90,714,658
--------------------------------------------------------------------------------
                                                           $   350,396,354
--------------------------------------------------------------------------------

Insurance -- 6.5%
--------------------------------------------------------------------------------
21st Century Insurance Group                     70,700    $     1,375,115
Aegon, NV ADR                                 2,909,484         77,886,887
Aflac Corp.                                   1,004,964         24,681,916
Allmerica Financial Corp.                         1,500             66,825
Allstate Corp. (The)                             79,921          2,693,338
American International Group, Inc.            5,687,070        451,553,358
AON Corp.                                       725,165         25,757,861
Axa ADR                                         200,000          4,204,000
Berkshire Hathaway, Inc.(3)                         511         38,631,600
Berkshire Hathaway, Inc., Class B(3)             39,512         99,767,800
Chubb Corp.                                     104,451          7,207,119
Commerce Group, Inc.                            120,000          4,522,800
Delphi Financial Group, Inc.                      6,448            214,718
Gallagher (A.J.) and Co.                        993,779         34,275,438
Hartford Financial Services Group               130,205          8,180,780
Jefferson-Pilot Corp.                           121,089          5,602,788
Kansas City Life Insurance Co.                   70,800          2,626,680
Lincoln National Corp.                           26,903          1,306,679
Marsh & McLennan Cos., Inc.                   2,230,877        239,707,734
Mercury General Corp.                             2,000             87,320
MetLife, Inc.                                 1,985,000         62,884,800
MGIC Investment Corp.                           765,000         47,215,800
Old Republic International Corp.                 38,403          1,075,668
Progressive Corp.                               197,650         29,509,145
Protective Life Corp.                            37,271          1,078,250
Radian Group, Inc.                               30,800          1,322,860
Safeco Corp.                                     19,809            617,050
St. Paul Cos., Inc. (The)                       323,841         14,239,289
Torchmark Corp.                                 282,104         11,095,150
UICI(3)                                         100,854          1,361,529
--------------------------------------------------------------------------------
                                                           $ 1,200,750,297
--------------------------------------------------------------------------------


                        SEE NOTES TO FINANCIAL STATEMENTS

                                      -37-
<PAGE>
TAX-MANAGED GROWTH PORTFOLIO AS OF DECEMBER 31, 2001
================================================================================
PORTFOLIO OF INVESTMENTS CONT'D
================================================================================

SECURITY                                  SHARES           VALUE
--------------------------------------------------------------------------------

Internet and Catalog Retail -- 0.0%
--------------------------------------------------------------------------------
Land's End Inc.(3)                              130,000    $     6,520,800
School Specialty, Inc.(3)                        66,255          1,515,914
--------------------------------------------------------------------------------
                                                           $     8,036,714
--------------------------------------------------------------------------------

Internet Software and Services -- 0.2%
--------------------------------------------------------------------------------
At Home Corp., Series A(3)                      371,895    $         2,157
Check Point Software Technologies Ltd.(3)       343,568         13,704,928
Retek, Inc.(3)                                  554,364         16,558,853
--------------------------------------------------------------------------------
                                                           $    30,265,938
--------------------------------------------------------------------------------

IT Consulting and Services -- 1.6%
--------------------------------------------------------------------------------
Accenture Ltd., Class A(3)                    1,038,000    $    27,942,960
Acxiom Corp.(3)                                 579,019         10,115,462
Affiliated Computer Services, Inc.(3)            20,000          2,122,600
Affiliated Computer Services, Inc.(1)(2)(3)      80,327          8,519,244
Computer Sciences Corp.(3)                    1,890,302         92,586,992
Edwards (J.D.) & Co.(3)                         891,844         14,670,834
Electronic Data Systems Corp.                   157,612         10,804,303
Gartner Group, Inc.(3)                            4,811             56,241
Gartner Group, Inc., Class B(3)                  92,416          1,035,059
Keane, Inc.(3)                                  173,924          3,135,850
Perot Systems Corp., Class A(1)(2)(3)           400,000          8,162,895
Perot Systems Corp.(3)                          347,730          7,100,647
Safeguard Scientifics, Inc.(3)                   26,579             93,027
Sapient Corp.(3)                              2,049,828         15,824,672
SunGard Data Systems, Inc.(3)                 3,430,781         99,252,494
--------------------------------------------------------------------------------
                                                           $   301,423,280
--------------------------------------------------------------------------------

Leisure Euipment and Products -- 0.0%
--------------------------------------------------------------------------------
Callaway Golf Co.                                35,715    $       683,942
Eastman Kodak Co.                               157,202          4,626,455
Mattel, Inc.                                     22,091            379,965
--------------------------------------------------------------------------------
                                                           $     5,690,362
--------------------------------------------------------------------------------

Machinery -- 0.9%
--------------------------------------------------------------------------------
Deere & Co.                                   1,650,000    $    72,039,000
Dionex Corp.(3)                                 362,140          9,238,191
Donaldson Co., Inc.                              40,220          1,562,145
Dover Corp.                                     586,188         21,729,989
Illinois Tool Works, Inc.                       544,318         36,861,215
Nordson Corp.                                   163,978          4,330,659
<PAGE>

SECURITY                                  SHARES           VALUE
--------------------------------------------------------------------------------

Machinery (continued)
--------------------------------------------------------------------------------
Paccar, Inc.                                     12,894    $       846,104
Pall Corp.                                      216,000          5,196,960
Parker-Hannifin Corp.                           159,137          7,305,980
Regal-Beloit Corp.                              265,000          5,777,000
SPX Corp.(3)                                     47,862          6,552,308
Wabtec                                          232,061          2,854,350
--------------------------------------------------------------------------------
                                                           $   174,293,901
--------------------------------------------------------------------------------

Media -- 6.4%
--------------------------------------------------------------------------------
Advo, Inc.(3)                                   670,000    $    28,810,000
AOL Time Warner, Inc.(3)                      2,133,278         68,478,224
Belo (A.H.) Corp.                               542,924         10,179,825
Cablevision Systems New York Group(3)           130,000          6,168,500
Cablevision Systems-Rainbow Media Group(3)       65,000          1,605,500
Catalina Marketing Corp.(3)                      86,297          2,994,506
Clear Channel Communications, Inc.(3)           340,290         17,324,164
Comcast Corp., Class A(3)                     4,199,177        151,170,372
Cox Communications, Inc., Class A(3)          1,508,036         63,201,789
Disney (Walt) Co.                             4,461,891         92,450,382
Dow Jones & Co., Inc.                           376,300         20,594,899
E.W. Scripps Co., Class A                        25,533          1,685,178
Gannett Co., Inc.                               708,627         47,640,993
Gaylord Entertainment Co.(3)                    428,482         10,540,657
General Motors Corp., Class H(3)              1,175,262         18,157,798
Harte-Hanks, Inc.                               128,869          3,630,240
Havas Advertising ADR(3)                      3,142,938         22,786,301
Interpublic Group Cos., Inc.                  1,571,697         46,427,929
Interpublic Group Cos., Inc.(1)(2)               26,126            771,280
Lamar Advertising Co.(3)                        857,818         36,320,014
Liberty Media Corp., Class A(3)               1,478,536         20,699,504
Liberty Media Corp., Class B(3)                  32,876            499,715
MacClatchy Co. (The), Class A                    48,066          2,259,102
McGraw-Hill Companies, Inc. (The)             1,428,164         87,089,441
Meredith Corp.                                  190,000          6,773,500
New York Times Co. (The), Class A               317,259         13,721,452
Omnicom Group, Inc.                           2,324,141        207,661,998
Publicis Groupe SA                              293,650          7,776,865
Reuters Holdings PLC ADR                        270,131         16,205,159
Shaw Communications Inc., Class B                20,000            424,000
TMP Worldwide, Inc.(3)                        1,404,426         60,249,875
Tribune Co.                                      62,327          2,332,900


                        SEE NOTES TO FINANCIAL STATEMENTS

                                      -38-
<PAGE>
TAX-MANAGED GROWTH PORTFOLIO AS OF DECEMBER 31, 2001
================================================================================
PORTFOLIO OF INVESTMENTS CONT'D
================================================================================

SECURITY                                  SHARES           VALUE
--------------------------------------------------------------------------------

Media (continued)
--------------------------------------------------------------------------------
Univision Communications, Inc.(3)               663,184    $    26,832,425
Viacom, Inc., Class A(3)                         21,774            963,500
Viacom, Inc., Class B(3)                        640,391         28,273,263
Vivendi Universal ADR                           490,725         26,396,098
Washington Post Co. (The), Class B                3,600          1,908,000
Westwood One, Inc.(3)                           122,400          3,678,120
WPP Group PLC                                   488,000          5,392,595
WPP Group PLC ADR                               155,310          8,371,209
--------------------------------------------------------------------------------
                                                           $ 1,178,447,272
--------------------------------------------------------------------------------

Metals and Mining -- 0.5%
--------------------------------------------------------------------------------
Alcoa, Inc.                                   1,931,687    $    68,671,473
Allegheny Technologies, Inc.                     21,408            358,584
Nucor Corp.                                     239,966         12,708,599
Phelps Dodge Corp.                               22,194            719,086
Steel Dynamics, Inc.(3)                         311,800          3,619,998
Worthington Industries                          147,466          2,094,017
--------------------------------------------------------------------------------
                                                           $    88,171,757
--------------------------------------------------------------------------------

Multi - Utilities -- 0.1%
--------------------------------------------------------------------------------
Dynegy, Inc.                                    451,500    $    11,513,250
Dynegy, Inc.(1)(2)                               63,525          1,618,893
Williams Cos., Inc. (The)                       222,833          5,686,698
--------------------------------------------------------------------------------
                                                           $    18,818,841
--------------------------------------------------------------------------------

Multiline Retail -- 2.7%
--------------------------------------------------------------------------------
99 Cents Only Stores(3)                         856,674    $    32,639,279
Costco Wholesale Corporation(3)                  20,435            906,905
Costco Wholesale Corporation(1)(2)(3)            56,823          2,520,071
Dollar General Corp.                            249,983          3,724,747
Dollar Tree Stores, Inc.(3)                   1,217,053         37,619,108
Family Dollar Stores                          2,618,411         78,499,962
Kohl's Corp.(3)                                  49,500          3,486,780
May Department Stores Co. (The)                 569,660         21,066,027
Neiman Marcus Group, Inc. (The), Class B(3)      65,206          1,936,618
Nordstrom, Inc.                                  65,692          1,328,949
Penney (J.C.) Company, Inc.                     837,309         22,523,612
Sears Roebuck & Co.                              15,750            750,330
Target Corporation                            2,753,362        113,025,510
Wal-Mart Stores, Inc.                         2,874,863        165,448,366
<PAGE>

SECURITY                                  SHARES           VALUE
--------------------------------------------------------------------------------

Multiline Retail (continued)
--------------------------------------------------------------------------------
Wal-Mart Stores, Inc.(1)(2)                      40,000    $     2,297,856
--------------------------------------------------------------------------------
                                                           $   487,774,120
--------------------------------------------------------------------------------

Office - Electronics -- 0.0%
--------------------------------------------------------------------------------
Ikon Office Solutions, Inc.                      99,415    $     1,162,161
Xerox Corp.                                      20,000            208,400
Zebra Technologies Corp.(3)                       6,000            333,060
--------------------------------------------------------------------------------
                                                           $     1,703,621
--------------------------------------------------------------------------------

Oil and Gas -- 3.6%
--------------------------------------------------------------------------------
Anadarko Petroleum Corp.                      2,961,941    $   168,386,346
Apache Corp.                                    886,372         44,212,250
Ashland, Inc.                                   106,674          4,915,538
BP Amoco PLC ADR                              1,328,827         61,803,744
Burlington Resources, Inc.                      928,629         34,860,733
ChevronTexaco Corp.                             999,818         89,593,691
Devon Energy Corp.                              724,853         28,015,568
Exxon Mobil Corp.                             3,612,103        141,955,648
Kerr - McGee Corp.                              267,327         14,649,520
Murphy Oil Corp.                                 29,700          2,495,988
Newfield Exploration Co.(3)                      60,000          2,130,600
Ocean Energy Inc.                               900,000         17,280,000
Pennzoil-Quaker State Co.                        74,457          1,075,904
Phillips Petroleum Co.                          510,102         30,738,747
Royal Dutch Petroleum Co.                        56,824          2,785,512
Syntroleum Corp.(3)                               2,735             19,419
USX-Marathon Group                              350,000         10,500,000
Valero Energy Corp.                              51,510          1,963,561
--------------------------------------------------------------------------------
                                                           $   657,382,769
--------------------------------------------------------------------------------

Paper and Forest Products -- 0.3%
--------------------------------------------------------------------------------
Georgia-Pacific Corp. - G-P Group               647,827    $    17,886,503
International Paper Co.                         219,061          8,839,111
Louisiana Pacific Corp.                          70,750            597,130
Mead Corporation (The)                           38,768          1,197,544
Plum Creek Timber Co., Inc.                     417,984         11,849,846
Westvaco Corp.                                   47,000          1,337,150
Weyerhaeuser Co.                                119,608          6,468,401
Willamette Industries, Inc.                     156,412          8,152,193
--------------------------------------------------------------------------------
                                                           $    56,327,878
--------------------------------------------------------------------------------


                        SEE NOTES TO FINANCIAL STATEMENTS

                                      -39-
<PAGE>
TAX-MANAGED GROWTH PORTFOLIO AS OF DECEMBER 31, 2001
================================================================================
PORTFOLIO OF INVESTMENTS CONT'D
================================================================================

SECURITY                                  SHARES           VALUE
--------------------------------------------------------------------------------

Personal Products -- 0.6%
--------------------------------------------------------------------------------
Avon Products, Inc.                             134,700    $     6,263,550
Gillette Co.                                  1,088,640         36,360,576
Lauder (Estee) Companies, Inc.                2,092,312         67,079,523
--------------------------------------------------------------------------------
                                                           $   109,703,649
--------------------------------------------------------------------------------

Pharmaceutical -- 9.4%
--------------------------------------------------------------------------------
Abbott Laboratories                           4,303,053    $   239,895,205
Allergan, Inc.                                   34,340          2,577,217
American Home Products Corp.                  1,955,001        119,958,861
AstraZeneca PLC ADR                              80,720          3,761,552
Bristol-Myers Squibb Co.                      2,675,910        136,471,410
Elan Corp., PLC ADR(3)                        1,758,536         79,239,632
Forest Laboratories, Inc.(3)                     28,400          2,327,380
GlaxoSmithKline PLC ADR(3)                      630,613         31,417,140
Johnson & Johnson Co.                         5,079,253        300,183,852
King Pharmaceuticals, Inc.(3)                   200,000          8,426,000
King Pharmaceuticals, Inc.(1)(2)(3)           2,085,117         87,785,585
Lilly (Eli) & Co.                             1,216,752         95,563,702
Lilly (Eli) & Co.(1)(2)                          38,250          3,002,090
Merck & Co., Inc.                             1,743,377        102,510,568
Mylan Laboratories                              653,037         24,488,888
Novo Nordisk ADR                                292,277         11,720,308
Pfizer, Inc.                                  5,482,579        218,480,773
Pharmacia Corp.                               3,310,843        141,207,454
Schering-Plough Corp.                         1,395,760         49,982,166
Teva Pharmaceutical Industries Ltd.             300,000         18,489,000
Watson Pharmaceuticals, Inc.(3)               1,241,828         38,980,981
--------------------------------------------------------------------------------
                                                           $ 1,716,469,764
--------------------------------------------------------------------------------

Real Estate -- 0.2%
--------------------------------------------------------------------------------
Avalonbay Communities, Inc.                      55,000    $     2,602,050
Catellus Development Corp.(3)                   415,722          7,649,285
Equity Office Properties Trust                    2,812             84,585
Jones Lang Lasalle, Inc.(3)                     213,193          3,848,134
Rouse Co. (The)                                 127,700          3,740,333
Trammell Crow Co.(3)                            876,098         10,250,347
Ventas, Inc.                                     25,600            294,400
--------------------------------------------------------------------------------
                                                           $    28,469,134
--------------------------------------------------------------------------------

Road and Rail -- 0.3%
--------------------------------------------------------------------------------
Burlington Northern Santa Fe Corp.              217,094    $     6,193,692
<PAGE>

SECURITY                                  SHARES           VALUE
--------------------------------------------------------------------------------

Road and Rail (continued)
--------------------------------------------------------------------------------
CSX Corp.                                        36,496    $     1,279,185
Florida East Coast Industries, Inc.             122,888          2,844,857
Heartland Express, Inc.(3)                      312,500          8,678,125
Kansas City Southern Industrials, Inc.(3)        15,215            214,988
Norfolk Southern Corp.                              390              7,149
Robinson (C.H.) Worldwide, Inc.               1,231,376         35,605,237
Union Pacific Corp.                              92,156          5,252,892
--------------------------------------------------------------------------------
                                                           $    60,076,125
--------------------------------------------------------------------------------

Semiconductor Equipment and Products -- 3.1%
--------------------------------------------------------------------------------
Alpha Industries, Inc.(3)                        60,075    $     1,309,635
Altera Corp.(3)                                  80,516          1,708,550
Analog Devices, Inc.(3)                       3,063,534        135,990,274
Applied Materials, Inc.(3)                       80,212          3,216,501
Broadcom Corp., Class A(3)                      234,000          9,563,580
Conexant Systems(3)                             317,574          4,560,363
Cypress Semiconductor Corporation(3)            227,742          4,538,898
Intel Corp.(1)(2)                               119,093          3,743,335
Intel Corp.                                   5,791,331        182,137,360
Intel Corp.(1)(2)                               350,000         10,999,932
Intel Corp.(1)(2)                               800,000         25,147,420
Intel Corp.(1)(2)                               500,000         15,705,344
KLA-Tencor Corp.(3)                             101,498          5,030,241
Lam Research Corp.(3)                           151,152          3,509,749
Linear Technologies Corp.                       267,760         10,453,350
LSI Logic Corp.(3)                              132,810          2,095,742
Maxim Integrated Products Co.(3)                274,351         14,406,171
National Semiconductor Corp.(3)                  79,368          2,443,741
SpeedFam-IPEC, Inc.(3)                          221,000            658,580
Teradyne, Inc.(3)                                27,996            843,799
Texas Instruments, Inc.                       4,185,654        117,198,312
Ultratech Stepper, Inc.(3)                      245,129          4,049,531
Xilinx, Inc.(3)                                  68,518          2,675,628
--------------------------------------------------------------------------------
                                                           $   561,986,036
--------------------------------------------------------------------------------

Software -- 3.2%
--------------------------------------------------------------------------------
Adobe Systems, Inc.                             231,936    $     7,201,613
Ascential Software Corp.(3)                       6,127             24,814
BMC Software, Inc.(3)                            35,000            572,950
Cadence Design Systems, Inc.(3)                 956,000         20,955,520
Cognos, Inc.(3)                                  77,000          1,925,000


                        SEE NOTES TO FINANCIAL STATEMENTS

                                      -40-
<PAGE>
TAX-MANAGED GROWTH PORTFOLIO AS OF DECEMBER 31, 2001
================================================================================
PORTFOLIO OF INVESTMENTS CONT'D
================================================================================

SECURITY                                  SHARES           VALUE
--------------------------------------------------------------------------------

Software (continued)
--------------------------------------------------------------------------------
Computer Associates International, Inc.         632,395    $    21,811,304
Compuware Corp.(3)                              153,744          1,812,642
Fair, Isaac and Co., Inc.                       358,242         22,576,411
Henry (Jack) & Associates                       201,006          4,389,971
HNC Software, Inc.(3)                           427,794          8,812,556
I2 Technologies, Inc.(3)                        233,752          1,846,641
Intuit, Inc.(3)                               1,557,278         66,620,353
Microsoft Corp.(3)                            4,581,426        303,519,473
National Instruments Corp.(3)                   466,603         17,478,948
Oracle Corp.(3)                               2,178,195         30,080,873
Parametric Technology Corp.(3)                   94,600            738,826
PeopleSoft, Inc.(3)                             478,732         19,245,026
Reynolds & Reynolds, Inc., Class A              451,043         10,937,793
RSA Security, Inc.(3)                            60,000          1,047,600
Siebel Systems, Inc.(3)                       1,396,472         39,073,287
Veritas Software Corp.(3)                        88,142          3,951,406
Wind River Systems, Inc.(3)                     111,410          1,995,353
--------------------------------------------------------------------------------
                                                           $   586,618,360
--------------------------------------------------------------------------------

Specialty Retail -- 4.3%
--------------------------------------------------------------------------------
Abercrombie & Fitch Co., Class A(3)              10,900    $       289,177
AutoNation, Inc.(3)                           4,598,727         56,702,304
Best Buy Co., Inc.(3)                           122,407          9,116,873
Burlington Coat Factory Warehouse Corp.         628,228         10,554,230
Circuit City Stores-Circuit City Group          216,000          5,605,200
Gap, Inc. (The)                                  21,812            304,059
Home Depot, Inc. (The)                        5,566,099        283,926,710
Intimate Brands, Inc.                            53,000            787,580
Limited, Inc. (The)                             699,309         10,293,828
Limited, Inc. (The)(1)(2)                        45,139            664,072
Limited, Inc. (The)(1)(2)                       200,000          2,942,160
Lowe's Companies                              5,775,619        268,046,478
Office Depot, Inc.(3)                           283,487          5,255,849
OfficeMax, Inc.(3)                              912,117          4,104,527
Payless Shoesource, Inc.(3)                       7,700            432,355
Pep Boys - Manny, Moe & Jack (The)               97,976          1,680,288
Pier 1 Imports, Inc.                            300,000          5,202,000
RadioShack Corporation                          643,906         19,381,571
Sherwin-Williams Co. (The)                       80,069          2,201,898
Staples, Inc.(3)                              2,192,500         40,999,750
Tiffany and Co.                                  88,000          2,769,360
TJX Companies, Inc. (The)                     1,000,000         39,860,000
<PAGE>

SECURITY                                  SHARES           VALUE
--------------------------------------------------------------------------------

Specialty Retail (continued)
--------------------------------------------------------------------------------
Too, Inc.(3)                                     39,087    $     1,074,893
United Rentals, Inc.(3)                         483,278         10,970,411
--------------------------------------------------------------------------------
                                                           $   783,165,573
--------------------------------------------------------------------------------

Textiles and Apparel -- 0.0%
--------------------------------------------------------------------------------
Coach, Inc.(3)                                   91,430    $     3,563,941
Unifi, Inc.(3)                                   51,208            371,258
--------------------------------------------------------------------------------
                                                           $     3,935,199
--------------------------------------------------------------------------------

Tobacco -- 0.1%
--------------------------------------------------------------------------------
Philip Morris Co., Inc.                         482,161    $    22,107,082
UST, Inc.                                           439             15,365
--------------------------------------------------------------------------------
                                                           $    22,122,447
--------------------------------------------------------------------------------

Trading Companies and Distributors -- 0.1%
--------------------------------------------------------------------------------
Genuine Parts Co.                               326,715    $    11,990,441
--------------------------------------------------------------------------------
                                                           $    11,990,441
--------------------------------------------------------------------------------

Water Utilities -- 0.0%
--------------------------------------------------------------------------------
American Water Works Co.                         77,310    $     3,227,693
--------------------------------------------------------------------------------
                                                           $     3,227,693
--------------------------------------------------------------------------------

Wireless Telecommunication Services -- 1.1%
--------------------------------------------------------------------------------
AT&T Wireless Services, Inc.(3)               7,303,000    $   104,944,110
Nextel Communications, Inc., Class A(3)         224,782          2,463,611
Sprint Corp., PCS Group(3)                    3,119,754         76,153,195
Telephone & Data Systems, Inc.                  132,964         11,933,519
Vodafone Group PLC ADR                           40,745          1,046,333
--------------------------------------------------------------------------------
                                                           $   196,540,768
--------------------------------------------------------------------------------
Total Common Stocks
   (identified cost $14,839,179,959)                       $17,892,659,773
--------------------------------------------------------------------------------


CONVERTIBLE PREFERRED STOCKS -- 0.0%

SECURITY                                  SHARES           VALUE
--------------------------------------------------------------------------------

Gas Utilities -- 0.0%
--------------------------------------------------------------------------------
Enron Corp.(1)(2)                                 3,663    $        59,949
Enron Corp.(1)(2)                                 5,555             90,959


                        SEE NOTES TO FINANCIAL STATEMENTS

                                      -41-
<PAGE>
TAX-MANAGED GROWTH PORTFOLIO AS OF DECEMBER 31, 2001
================================================================================
PORTFOLIO OF INVESTMENTS CONT'D
================================================================================

SECURITY                                  SHARES           VALUE
--------------------------------------------------------------------------------

Gas Utilities (continued)
--------------------------------------------------------------------------------
Enron Corp.(1)(2)                                 1,832    $        29,994
--------------------------------------------------------------------------------
                                                           $       180,902
--------------------------------------------------------------------------------
Total Convertible Preferred Stocks
   (identified cost $16,637,836)                           $       180,902
--------------------------------------------------------------------------------


PREFERRED STOCKS -- 0.0%

SECURITY                                  SHARES           VALUE
--------------------------------------------------------------------------------

Banks -- 0.0%
--------------------------------------------------------------------------------
Wachovia Corp.(1)(3)                            166,518    $        29,973
--------------------------------------------------------------------------------
                                                           $        29,973
--------------------------------------------------------------------------------
Total Preferred Stocks
   (identified cost $39,407)                               $        29,973
--------------------------------------------------------------------------------


RIGHTS -- 0.0%

SECURITY                                  SHARES           VALUE
--------------------------------------------------------------------------------

Banks -- 0.0%
--------------------------------------------------------------------------------
Bank United Litigation Contingent
Payment Rights, Expire 2/14/05(3)               102,072    $        10,207
--------------------------------------------------------------------------------
                                                           $        10,207
--------------------------------------------------------------------------------

Computers and Business Equipment -- 0.0%
--------------------------------------------------------------------------------
Seagate Technology, Inc. (Tax Refund
Rights)(3)                                      197,392    $             0
--------------------------------------------------------------------------------
                                                           $             0
--------------------------------------------------------------------------------
Total Rights
   (identified cost $50,596)                               $        10,207
--------------------------------------------------------------------------------


COMMERCIAL PAPER -- 2.3%

                                          PRINCIPAL
                                          AMOUNT
SECURITY                                  (000'S OMITTED)  VALUE
--------------------------------------------------------------------------------
American General Corp., 1.93%, 1/7/02      $    100,000    $    99,967,833
Barton Capital Corp., 1.79%, 1/9/02              85,000         84,966,189
Delaware Corp., 1.89%, 1/22/02                   49,884         49,829,003
General Electric Capital Corp., 1.78%, 1/2/02    14,913         14,912,263
General Electric Capital Corp., 1.87%, 1/9/02    50,000         49,979,222
<PAGE>
                                          PRINCIPAL
                                          AMOUNT
SECURITY                                  (000'S OMITTED)  VALUE
--------------------------------------------------------------------------------
General Electric Capital Corp., 1.92%,
1/7/02                                     $     46,368    $    46,353,162
Household Finance Corp., 1.85%, 1/22/02          28,895         28,863,818
Panasonic Finance America, Inc., 2.05%, 1/2/02   45,243         45,240,423
--------------------------------------------------------------------------------
Total Commercial Paper
   (at amortized cost, $420,111,913)                       $   420,111,913
--------------------------------------------------------------------------------
Total Investments -- 99.9%
   (identified cost $15,276,019,711)                       $18,312,992,768
--------------------------------------------------------------------------------
Other Assets, Less Liabilities -- 0.1%                     $    22,872,212
--------------------------------------------------------------------------------
Net Assets -- 100.0%                                       $18,335,864,980
--------------------------------------------------------------------------------

ADR  - American Depositary Receipt
(1)  Security valued at fair value using methods  determined in good faith by or
     at the direction of the Trustees.
(2)  Security  restricted  from resale for a period not exceeding two years.  At
     December 31, 2001, the value of these  securities  totaled  $366,043,256 or
     2.0% of net assets.
(3)  Non-income producing security.

                        SEE NOTES TO FINANCIAL STATEMENTS

                                      -42-
<PAGE>
TAX-MANAGED GROWTH PORTFOLIO AS OF DECEMBER 31, 2001
================================================================================
FINANCIAL STATEMENTS
================================================================================

STATEMENT OF ASSETS AND LIABILITIES

AS OF DECEMBER 31, 2001
Assets
--------------------------------------------------------------------------------
Investments, at value (identified cost, $15,276,019,711)        $18,312,992,768
Cash                                                                    926,215
Receivable for investments sold                                       6,078,282
Dividends receivable                                                 15,975,413
Tax reclaim receivable                                                   80,636
Other Assets                                                            168,677
--------------------------------------------------------------------------------
TOTAL ASSETS                                                    $18,336,221,991
--------------------------------------------------------------------------------

Liabilities
--------------------------------------------------------------------------------
Payable to affiliate for Trustees' fees                         $         7,680
Accrued expenses                                                        349,331
--------------------------------------------------------------------------------
TOTAL LIABILITIES                                               $       357,011
--------------------------------------------------------------------------------
NET ASSETS APPLICABLE TO INVESTORS' INTEREST IN PORTFOLIO       $18,335,864,980
--------------------------------------------------------------------------------

Sources of Net Assets
--------------------------------------------------------------------------------
Net proceeds from capital contributions and withdrawals         $15,298,891,403
Net unrealized appreciation
  (computed on the basis of identified cost)                      3,036,973,577
--------------------------------------------------------------------------------
TOTAL                                                           $18,335,864,980
--------------------------------------------------------------------------------

<PAGE>
STATEMENT OF OPERATIONS

FOR THE YEAR ENDED
DECEMBER 31, 2001
Investment Income
--------------------------------------------------------------------------------
Dividends (net of foreign taxes, $1,078,556)                    $   176,692,519
Interest                                                             15,674,562
--------------------------------------------------------------------------------
TOTAL INVESTMENT INCOME                                         $   192,367,081
--------------------------------------------------------------------------------

Expenses
--------------------------------------------------------------------------------
Investment adviser fee                                          $    76,812,367
Trustees' fees and expenses                                              16,773
Custodian fee                                                         1,818,767
Legal and accounting services                                            95,442
Miscellaneous                                                           230,033
--------------------------------------------------------------------------------
TOTAL EXPENSES                                                  $    78,973,382
--------------------------------------------------------------------------------

NET INVESTMENT INCOME                                           $   113,393,699
--------------------------------------------------------------------------------

Realized and Unrealized Gain (Loss)
--------------------------------------------------------------------------------
Net realized gain (loss) --
   Investment transactions (identified cost basis)              $  (407,571,786)
   Securities sold short                                             47,451,257
   Foreign currency transactions                                            229
--------------------------------------------------------------------------------
NET REALIZED LOSS                                               $  (360,120,300)
--------------------------------------------------------------------------------
Change in unrealized appreciation (depreciation) --
   Investments (identified cost basis)                          $(1,560,996,614)
   Securities sold short                                            (44,213,817)
   Foreign currency                                                        (659)
--------------------------------------------------------------------------------
NET CHANGE IN UNREALIZED APPRECIATION (DEPRECIATION)            $(1,605,211,090)
--------------------------------------------------------------------------------

NET REALIZED AND UNREALIZED LOSS                                $(1,965,331,390)
--------------------------------------------------------------------------------

NET DECREASE IN NET ASSETS FROM OPERATIONS                      $(1,851,937,691)
--------------------------------------------------------------------------------


                        SEE NOTES TO FINANCIAL STATEMENTS

                                      -43-
<PAGE>
TAX-MANAGED GROWTH PORTFOLIO AS OF DECEMBER 31, 2001
================================================================================
FINANCIAL STATEMENTS CONT'D
================================================================================
STATEMENTS OF CHANGES IN NET ASSETS

INCREASE (DECREASE)                       YEAR ENDED         YEAR ENDED
IN NET ASSETS                             DECEMBER 31, 2001  DECEMBER 31, 2000
--------------------------------------------------------------------------------
From operations --
   Net investment income                  $     113,393,699  $     113,922,828
   Net realized gain (loss)                    (360,120,300)       196,962,539
   Net change in unrealized appreciation
      (depreciation)                         (1,605,211,090)       141,360,943
--------------------------------------------------------------------------------
NET INCREASE (DECREASE) IN NET ASSETS
   FROM OPERATIONS                        $  (1,851,937,691) $     452,246,310
--------------------------------------------------------------------------------
Capital transactions --
   Contributions                          $   3,921,075,957  $   4,816,070,598
   Withdrawals                               (2,118,342,171)    (1,997,896,982)
--------------------------------------------------------------------------------
NET INCREASE IN NET ASSETS FROM CAPITAL
   TRANSACTIONS                           $   1,802,733,786  $   2,818,173,616
--------------------------------------------------------------------------------

NET INCREASE (DECREASE) IN NET ASSETS     $     (49,203,905) $   3,270,419,926
--------------------------------------------------------------------------------

Net Assets
--------------------------------------------------------------------------------
At beginning of year                      $  18,385,068,885  $  15,114,648,959
--------------------------------------------------------------------------------
AT END OF YEAR                            $  18,335,864,980  $  18,385,068,885
--------------------------------------------------------------------------------


                        SEE NOTES TO FINANCIAL STATEMENTS

                                      -44-
<PAGE>
TAX-MANAGED GROWTH PORTFOLIO AS OF DECEMBER 31, 2001
================================================================================
FINANCIAL STATEMENTS CONT'D
================================================================================
SUPPLEMENTARY DATA

<TABLE>
                                                                                                                     Year Ended
                                                                Year Ended December 31,            Period Ended      October 31,
                                                           ---------------------------------       December 31,   ------------------
                                                           2001           2000          1999         1998(1)      1998         1997
------------------------------------------------------------------------------------------------------------------------------------
<S>                                                        <C>            <C>           <C>          <C>          <C>          <C>
Ratios/Supplemental Data
------------------------------------------------------------------------------------------------------------------------------------
Ratios (As a percentage of average daily net assets
  Expenses                                                 0.45%          0.45%         0.46%        0.48%(2)     0.50%        0.56%
  Net investment income                                    0.64%          0.67%         0.72%        0.72%(2)     0.78%        0.81%
Portfolio Turnover                                           18%            13%           11%           3%          12%          14%
Total Return(3)                                            (9.67)%          --            --           --           --           --
------------------------------------------------------------------------------------------------------------------------------------
Net assets, end of period (000's omitted)            $18,335,865   $18,385,069   $15,114,649   $8,704,859   $6,985,678   $2,871,446
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1)  For the two-month period ended December 31, 1998.
(2)  Annualized.
(3)  Total return is required to be disclosed for fiscal years  beginning  after
     December 15, 2000.

                        SEE NOTES TO FINANCIAL STATEMENTS

                                      -45-
<PAGE>
TAX-MANAGED GROWTH PORTFOLIO AS OF DECEMBER 31, 2001
================================================================================
NOTES TO FINANCIAL STATEMENTS
================================================================================

1    Significant Accounting Policies
--------------------------------------------------------------------------------
     Tax-Managed  Growth  Portfolio  (the  Portfolio)  is  registered  under the
     Investment  Company Act of 1940,  as amended,  as a  diversified,  open-end
     management  investment  company.  The  Portfolio,  which was organized as a
     trust under the laws of the State of New York on December 1, 1995, seeks to
     provide long-term after-tax returns by investing in a diversified portfolio
     of equity  securities.  The  Declaration  of Trust  permits the Trustees to
     issue interests in the Portfolio. The following is a summary of significant
     accounting  policies   consistently   followed  by  the  Portfolio  in  the
     preparation  of its  financial  statements.  The policies are in conformity
     with  accounting  principles  generally  accepted  in the United  States of
     America.

     A Investment Valuations -- Marketable  securities,  including options, that
     are  listed  on  foreign  or U.S.  securities  exchanges  or in the  NASDAQ
     National  Market  System are valued at closing  sale prices on the exchange
     where  such  securities  are  principally  traded.   Futures  positions  on
     securities or currencies are generally valued at closing settlement prices.
     Unlisted  or  listed  securities  for which  closing  sale  prices  are not
     available are generally valued at the mean between the latest bid and asked
     prices.  Short-term debt securities with a remaining maturity of 60 days or
     less are valued at amortized cost,  which  approximates  fair value.  Other
     fixed  income  and  debt  securities,   including  listed   securities  and
     securities  for which price  quotations  are  available,  will  normally be
     valued  on  the  basis  of  valuations  furnished  by  a  pricing  service.
     Over-the-counter options are normally valued at the mean between the latest
     bid and asked price.  Investments for which valuations or market quotations
     are unavailable  are valued at fair value using methods  determined in good
     faith by or at the direction of the Trustees.

     B Income Taxes -- The Portfolio is treated as a partnership for federal tax
     purposes.  No provision is made by the Portfolio for federal or state taxes
     on any  taxable  income  of the  Portfolio  because  each  investor  in the
     Portfolio  is  ultimately  responsible  for the payment of any taxes on its
     share of such taxable income.  Since some of the Portfolio's  investors are
     regulated  investment  companies  that invest all or  substantially  all of
     their assets in the  Portfolio,  the  Portfolio  normally  must satisfy the
     applicable  source of income and  diversification  requirements  (under the
     Internal  Revenue  Code) in order for its  investors to satisfy  them.  The
     Portfolio  will  allocate,  at least  annually  among its  investors,  each
     investor's distributive share of the Portfolio's net investment income, net
     realized  capital  gains,  and any  other  items  of  income,  gain,  loss,
     deduction or credit.

     C Futures  Contracts -- Upon the entering of a financial  futures contract,
     the Portfolio is required to deposit either in cash or securities an amount
     (initial  margin)  equal to a  certain  percentage  of the  purchase  price
     indicated in the financial futures contract.  Subsequent  payments are made
     or received by the Portfolio (margin  maintenance)  each day,  dependent on
     daily  fluctuations  in the  value  of the  underlying  security,  and  are
     recorded for book purposes as unrealized  gains or losses by the Portfolio.
     The Portfolio's  investment in financial  futures  contracts is designed to
     hedge  against  anticipated  future  changes  in the  price of  current  or
     anticipated  portfolio  positions.  Should  prices move  unexpectedly,  the
     Portfolio may not achieve the anticipated benefits of the financial futures
     contracts and may realize a loss.

     D Put Options -- Upon the  purchase of a put option by the  Portfolio,  the
     premium  paid  is  recorded  as  an  investment,  the  value  of  which  is
     marked-to-market daily. When a purchased option expires, the Portfolio will
     realize a loss in the amount of the cost of the option.  When the Portfolio
     enters into a closing sale  transaction,  the Portfolio will realize a gain
     or loss  depending  on whether the sales  proceeds  from the  closing  sale
     transaction  are  greater  or less  than the cost of the  option.  When the
     Portfolio  exercises a put  option,  settlement  is made in cash.  The risk
     associated  with  purchasing  options is limited to the premium  originally
     paid.

     E Securities  Sold Short -- The Portfolio  may sell  securities it does not
     own in  anticipation  of a decline in the market price of the securities or
     in order to hedge portfolio positions.  The Portfolio will generally borrow
     the security  sold in order to make delivery to the buyer.  Upon  executing
     the  transaction,  the  Portfolio  records the  proceeds  as deposits  with
     brokers in the  Statement  of Assets and  Liabilities  and  establishes  an
     offsetting  payable for  securities  sold short for the  securities  due on
     settlement.  The proceeds are retained by the broker as collateral  for the
     short  position.  The  liability is  marked-to-market  and the Portfolio is
     required to pay the lending  broker any dividend or interest  income earned
     while the  short  position  is open.  A gain or loss is  recorded  when the
     security is delivered to the broker.  The Portfolio may recognize a loss on
     the transaction if the market value of the securities sold increases before
     the securities are delivered.

                                      -46-
<PAGE>
TAX-MANAGED GROWTH PORTFOLIO AS OF DECEMBER 31, 2001
================================================================================
NOTES TO FINANCIAL STATEMENTS CONT'D
================================================================================

     F Other  --  Investment  transactions  are  accounted  for on the  date the
     securities  are  purchased  or sold.  Dividend  income is  recorded  on the
     ex-dividend  date.  However,  if the ex-dividend  date has passed,  certain
     dividends from foreign securities are recorded as the Portfolio is informed
     of the ex-dividend date. Interest income is recorded on the accrual basis.

     G Use of  Estimates  -- The  preparation  of the  financial  statements  in
     conformity  with  accounting  principles  generally  accepted in the United
     States of America  requires  management to make  estimates and  assumptions
     that affect the reported  amounts of assets and  liabilities at the date of
     the  financial  statements  and the reported  amounts of income and expense
     during  the  reporting  period.  Actual  results  could  differ  from those
     estimates.

2    Investment Adviser Fee and Other Transactions with Affiliates
--------------------------------------------------------------------------------
     The  investment  adviser fee is earned by Boston  Management  and  Research
     (BMR),  a  wholly-owned  subsidiary  of Eaton Vance  Management  (EVM),  as
     compensation for management and investment  advisory  services  rendered to
     the  Portfolio.  Under  the  advisory  agreement,  BMR  receives  a monthly
     advisory  fee of 5/96 of 1%  (0.625%  annually)  of the  average  daily net
     assets of the Portfolio up to  $500,000,000,  and at reduced rates as daily
     net assets  exceed that level.  For the year ended  December 31, 2001,  the
     adviser fee was 0.43% of the  Portfolio's  average  net assets.  Except for
     Trustees  of  the   Portfolio  who  are  not  members  of  EVM's  or  BMR's
     organization, officers and Trustees receive remuneration for their services
     to the  Portfolio  out of such  investment  adviser  fee.  Trustees  of the
     Portfolio who are not affiliated  with the Investment  Adviser may elect to
     defer  receipt of all or a percentage  of their  annual fees in  accordance
     with the terms of the Trustees'  Deferred  Compensation  Plan. For the year
     ended December 31, 2001, no significant amounts have been deferred.

     Certain  officers and Trustees of the  Portfolio  are officers of the above
     organizations.

3    Investment Transactions
--------------------------------------------------------------------------------
     For the year ended December 31, 2001,  purchases and sales of  investments,
     other  than   short-term   obligations,   aggregated   $3,145,062,958   and
     $3,120,025,819,  respectively. In addition, investments having an aggregate
     market value of  $359,656,314  at dates of withdrawal  were  distributed in
     payment for capital  withdrawals.  During the year ended December 31, 2001,
     investors contributed securities with a value of $1,798,445,978.

4    Federal Income Tax Basis of Investments
--------------------------------------------------------------------------------
     The  cost  and  unrealized  appreciation  (depreciation)  in  value  of the
     investments  owned at December 31, 2001 as computed on a federal income tax
     basis, were as follows:

     AGGREGATE COST                            $ 6,190,955,787
     ---------------------------------------------------------
     Gross unrealized appreciation             $12,129,439,542
     Gross unrealized depreciation                  (7,402,561)
     ---------------------------------------------------------
     NET UNREALIZED APPRECIATION               $12,122,036,981
     ---------------------------------------------------------

5    Financial Instruments
--------------------------------------------------------------------------------
     The Portfolio may trade in financial  instruments  with  off-balance  sheet
     risk in the normal course of its investing activities to assist in managing
     exposure to various  market  risks.  These  financial  instruments  include
     written options,  forward foreign currency exchange contracts and financial
     futures contracts and may involve, to a varying degree, elements of risk in
     excess of the amounts recognized for financial statement purposes.

     The notional or  contractual  amounts of these  instruments  represent  the
     investment the Portfolio has in particular classes of financial instruments
     and does not necessarily represent the amounts potentially subject to risk.
     The  measurement  of  the  risks  associated  with  these   instruments  is
     meaningful   only  when  all  related  and  offsetting   transactions   are
     considered.  The  Portfolio did not have any open  obligations  under these
     financial instruments at December 31, 2001.













6    Line of Credit
--------------------------------------------------------------------------------
     The Portfolio  participates  with other portfolios and funds managed by BMR
     and EVM and its  affiliates  in a $150  million  unsecured  line of  credit
     agreement with a group of banks.  Borrowings  will be made by the Portfolio
     solely  to  facilitate  the  handling  of  unusual   and/or   unanticipated
     short-term  cash  requirements.  Interest is charged to each  participating
     portfolio  or fund based on its  borrowings  at an amount  above either the
     Eurodollar  rate or Federal Funds rate.  In addition,  a fee computed at an
     annual rate of 0.10% on the daily  unused  portion of the line of credit is

                                     -47-
<PAGE>
TAX-MANAGED GROWTH PORTFOLIO AS OF DECEMBER 31, 2001
================================================================================
NOTES TO FINANCIAL STATEMENTS CONT'D
================================================================================

     allocated among the  participating  portfolios and funds at the end of each
     quarter. The Portfolio did not have any significant borrowings or allocated
     fees during the year ended December 31, 2001.

7    Restricted Securities
--------------------------------------------------------------------------------
     At  December  31,  2001,  the  Portfolio  owned  the  following  securities
     (representing 2.0% of net assets) which were restricted as to public resale
     and not  registered  under the  Securities  Act of 1933. The securities are
     valued at fair value using  methods  determined  in good faith by or at the
     direction of the Trustees.

<TABLE>
                                          DATE OF
DESCRIPTION                               ACQUISITION  SHARES       COST           FAIR VALUE
------------------------------------------------------------------------------------------------
COMMON STOCKS
------------------------------------------------------------------------------------------------
<S>                                          <C>            <C>     <C>            <C>
Affiliated Computer Services, Inc.           11/29/00       80,327  $   4,523,414  $   8,519,244
American Standard Companies, Inc.             10/4/01       63,436      3,702,125      4,327,833
Andrx Group                                  11/29/00      300,000     19,706,250     21,108,478
Biomet, Inc.                                  7/26/01       76,929      2,504,295      2,374,749
BISYS Group, Inc. (The)                       7/26/01       12,500        670,125        799,472
BISYS Group, Inc. (The)                      12/18/01       20,000      1,190,400      1,279,032
Boeing Company (The)                          9/27/00      250,000     16,531,250      9,689,547
Boeing Company (The)                          3/14/01      200,000     12,114,000      7,752,122
Cardinal Health, Inc.                         9/27/00       36,150      2,291,006      2,336,144
Carnival Corp.                                3/14/01      500,000     14,160,000     14,032,980
Costco Wholesale Corporation                 11/29/00       56,823      2,003,011      2,520,071
Dynegy, Inc.                                 11/29/00       63,525      3,112,725      1,618,893
Fedex Corp.                                   7/26/01       75,000      3,046,500      3,887,141
Fifth Third Bancorp                           7/26/01       81,626      5,008,571      5,001,158
First Midwest Bancorp, Inc.                   5/23/01       65,612      1,502,264      1,914,017
First Midwest Bancorp, Inc.                   7/26/01      176,056      4,436,617      5,133,978
Freddie Mac                                   3/14/01       20,000      1,252,000      1,307,346
Genzyme Corp.                                 7/26/01        9,605        500,901        574,385
GreenPoint Financial Corp.                   11/29/00      300,000      8,793,750     10,717,627
Greenpoint Financial Corp.                    5/23/01      200,000      7,712,000      7,145,531
Intel Corp.                                  11/29/00      350,000     14,710,955     10,999,932
Intel Corp.                                  11/29/00      119,093      5,005,634      3,743,335
Intel Corp.                                   3/14/01      800,000     23,500,000     25,147,420
Intel Corp.                                   10/4/01      500,000     10,615,000     15,705,344
</TABLE>

<TABLE>
                                          DATE OF
DESCRIPTION                               ACQUISITION  SHARES       COST           FAIR VALUE

------------------------------------------------------------------------------------------------
<S>                                           <C>          <C>      <C>            <C>
International Game Technology                 3/14/01      100,000  $   5,227,000  $   6,826,585
Interpublic Group Cos., Inc.                  6/25/01       26,126      1,001,516        771,280
Investors Financial Services Corp.            5/23/01       32,000      2,301,120      2,117,396
Kinder Morgan, Inc.                           9/27/00      500,000     19,687,500     27,829,337
King Pharmaceuticals, Inc.                   11/29/00    2,085,117     77,703,201     87,785,585
Lilly (Eli) & Co.                            11/29/00       38,250      3,509,437      3,002,090
Limited, Inc. (The)                           9/27/00       45,139      1,001,522        664,072
Limited, Inc. (The)                           5/23/01      200,000      3,382,000      2,942,160
MBNA Corp.                                   12/18/01      113,797      3,768,957      3,998,444
Mellon Financial Corp.                        3/14/01       15,000        635,250        564,018
Merrill Lynch & Co., Inc.                    11/29/00      150,000      9,206,250      7,812,625
National-Oilwell, Inc.                        9/27/00       45,730      1,349,035        941,965
Outback Steakhouse, Inc.                     11/29/00      325,000     13,031,250     11,123,597
Perot Systems Corp., Class A                  5/23/01      400,000      6,172,000      8,162,895
Plexus Corp.                                  5/23/01       77,757      3,004,530      2,063,935
Raymond James Financial, Inc.                12/18/01       70,000      2,326,800      2,481,924
Schein (Henry), Corp.                         3/14/01      147,354      5,010,036      5,453,790
Schwab (Charles) Corp.                       12/18/01      133,650      2,031,480      2,063,844
Southwest Bancorporation of Texas, Inc.       5/23/01      600,000     19,296,000     18,150,649
Sysco Corp.                                   9/27/00       44,744      1,016,528      1,172,528
Wal-Mart Stores, Inc.                        12/18/01       40,000      2,234,000      2,297,856
------------------------------------------------------------------------------------------------
                                                                    $ 351,488,205  $ 365,862,354
------------------------------------------------------------------------------------------------
CONVERTIBLE PREFERRED STOCKS
------------------------------------------------------------------------------------------------
Enron Corp.                                  3/14/01-
                                              7/25/01       11,050  $  16,637,836  $     180,902
------------------------------------------------------------------------------------------------
                                                                    $  16,637,836  $     180,902
------------------------------------------------------------------------------------------------
</TABLE>

                                      -48-
<PAGE>
TAX-MANAGED GROWTH PORTFOLIO AS OF DECEMBER 31, 2001
================================================================================
INDEPENDENT AUDITORS' REPORT
================================================================================

TO THE TRUSTEES AND INVESTORS OF TAX-MANAGED GROWTH PORTFOLIO:
--------------------------------------------------------------------------------

We have audited the accompanying statement of assets and liabilities,  including
the portfolio of investments, of Tax-Managed Growth Portfolio (the Portfolio) as
of December 31, 2001, and the related  statement of operations for the year then
ended,  the statements of changes in net assets for the two years then ended and
the  supplementary  data for the  three  years  ended  December  31,  2001,  the
two-month  period  ended  December  31,  1998 and for  each of the  years in the
two-year  period  ended  October  31,  1998.  These  financial   statements  and
supplementary  data are the  responsibility of the Portfolio's  management.  Our
responsibility  is to  express  an opinion  on these  financial  statements  and
supplementary data based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the  United  States of  America.  Those  standards  require  that we plan and
perform the audit to obtain  reasonable  assurance  about  whether the financial
statements and supplementary  data are free of material  misstatement.  An audit
includes  examining,  on a test  basis,  evidence  supporting  the  amounts  and
disclosures in the financial statements. Our procedures included confirmation of
securities owned as of December 31, 2001 by  correspondence  with the custodian.
An audit also includes assessing the accounting  principles used and significant
estimates  made by  management,  as well as  evaluating  the  overall  financial
statement  presentation.  We believe that our audits provide a reasonable  basis
for our opinion.

In our opinion,  such financial  statements and  supplementary  data referred to
above present fairly, in all material  respects,  the financial  position of the
Portfolio  as of  December  31,  2001,  and the results of its  operations,  the
changes in its net assets and its  supplementary  data for the respective stated
periods in  conformity  with  accounting  principles  generally  accepted in the
United States of America.

DELOITTE & TOUCHE LLP
Boston, Massachusetts
February 15, 2002

                                      -49-
<PAGE>

                                    SIGNATURE


     Pursuant to the  requirements of Section 13 of the Securities  Exchange Act
of 1934,  the  Registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized on the 27th day of March, 2002.


                                  BELMAR CAPITAL FUND LLC
                                  (Registrant)

                                  By:  EATON VANCE MANAGEMENT,
                                         Its Manager


                                  By: /s/ William M. Steul
                                      ----------------------------
                                      William M. Steul
                                      Vice President and Chief Financial Officer

     Pursuant to the  requirements of the Securities  Exchange Act of 1934, this
report  has  been  signed  below  by the  following  persons  on  behalf  of the
registrant and in the capacities and on the dates indicated.


/s/ James B. Hawkes     Principal Executive Officer of Eaton     March 27, 2002
-------------------     Vance Management; Sole Director of
James B. Hawkes         Eaton Vance, Inc., sole trustee of
                        Eaton Vance Management

/s/ William M. Steul    Chief Financial Officer of Eaton         March 27, 2002
--------------------    Vance Management
William M. Steul

                                      -50-


<PAGE>


                                  EXHIBIT INDEX

Exhibit No.    Description
-----------    -----------

  3            Copy  of Limited  Liability  Company Agreement of the  Fund dated
               March  17,  2000  filed  as  Exhibit  3  to  the  Fund's  Initial
               Registration  Statement  on Form 10 and  incorporated  herein  by
               reference.  (Note:  the LLC Agreement  also defines the rights of
               the holders of Shares of the Fund)

  4            Copy of Revolving  Securitization  facility dated as of March 17,
               2000;  Agreement of Amendment  thereto  dated as of May 16, 2000;
               Agreement  of  Amendment  thereto  dated  as of  July  19,  2000;
               Agreement of Amendment  thereto  dated as of September  27, 2000;
               Agreement  of  Amendment  thereto  dated as of November 29, 2000;
               Agreement of Amendment thereto dated as of February 22, 2001; and
               Agreement of Amendment  thereto  dated as of March 15, 2001 filed
               as Exhibit 4 to the Fund's Initial Registration Statement on Form
               10 and incorporated herein by reference.

  9            Not applicable and not filed.

               Copy of Investment Advisory and Administration  Agreement between
  10(1)        the Fund and Boston  Management and Research dated March 10, 2000
               filed  as  Exhibit  10(1)  to  the  Fund's  Initial  Registration
               Statement on Form 10 and incorporated herein by reference.

  10(2)        Copy of Management  Agreement  between Belmar Realty  Corporation
               and Boston  Management and Research dated March 10, 2000 filed as
               Exhibit  10(2) to the Fund's  Initial  Registration  Statement on
               Form 10 and incorporated herein by reference.

  10(2)(a)     Copy of Amendment No. 1 to Management  Agreement  between  Belmar
               Realty Corporation and Boston Management and Research dated as of
               January 2, 2001 filed as Exhibit 10(2)(a) to the Fund's Form 10-Q
               for the period ended September 30, 2001 and  incorporated  herein
               by reference.

  10(3)        Copy of Investor  Servicing  Agreement between the Fund and Eaton
               Vance Distributors, Inc. dated December 15, 1999 filed as Exhibit
               10(3) to the Fund's Initial Registration Statement on Form 10 and
               incorporated herein by reference.

  10(4)        Copy of Custody and Transfer  Agency  Agreement  between the Fund
               and Investors  Bank & Trust Company dated December 15, 1999 filed
               as Exhibit 10(4) to the Fund's Initial Registration  Statement on
               Form 10 and incorporated herein by reference.

  11           Not applicable and not filed.

  12           Not applicable and not filed.

  21           List of Subsidiaries of the Fund filed herewith.

  24           Not applicable and not filed.

  99           Form N-SAR of Eaton Vance Tax-Managed  Growth Portfolio (File No.
               811-7409)  for its fiscal  year  ended  December  31,  2001 filed
               electronically  with the Securities and Exchange Commission under
               the  Investment   Company  Act  of  1940  on  February  27,  2002
               (Accession  No.  0000940394-02-000091)  (incorporated  herein  by
               reference pursuant to Rule 12b-32).

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