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

                                    FORM 10-Q

                Quarterly report pursuant to Section 13 or 15(d)
                     of the Securities Exchange Act of 1934

                  For the quarterly period ended June 30, 2000
                          Commission File No. 000-30509

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


    Massachusetts                                       04-3453080
    -------------                                       ----------
(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
                                ------------

                                      None
                                      ----
               Former Name, Former Address and Former Fiscal Year,
                         if changed since last report.

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the  Securities  and  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 __

                                  Page 1 of 28
<PAGE>
                            Belcrest Capital Fund LLC
                                Index to Form 10Q

PART I - FINANCIAL INFORMATION Page

Item 1. Consolidated Financial Statements                                      3

        Consolidated Statements of Assets and Liabilities as of
        June 30, 2000 (unaudited) and December 31, 1999                        3

        Consolidated Statements of Operations For the Three Months Ended
        June 30, 2000 and 1999  (unaudited) for the Six Months Ended
        June 30, 2000 and 1999  (unaudited)                                    4

        Consolidated Statements of Changes in Net Assets For the Six
        Months Ended June 30, 2000 and 1999 (unaudited)                        6

        Consolidated Statements of Cash Flows for the Six Months
        Ended June 30, 2000 and 1999 (unaudited)                               7

        Notes to Financial Statements as of June 30, 2000 (unaudited)          9


Item 2. Management's Discussion and Analysis of Financial Condition
        and Results of Operations                                             20

Item 3. Quantitative and Qualitative Disclosures About Market Risk            22

PART II - OTHER INFORMATION

Item 1. Legal Proceedings                                                     26

Item 2. Changes in Securities and Use of Proceeds                             26

Item 3. Defaults Upon Senior Securities                                       26

Item 4. Submission of Matters to a Vote of Security Holders                   26

Item 5. Other Information                                                     26

Item 6. Exhibits                                                              26


SIGNATURES                                                                    27


                                       2
<PAGE>
PART I. FINANCIAL INFORMATION
ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS

 BELCREST CAPITAL FUND LLC
 Consolidated Statements of Assets and Liabilities

<TABLE>
                                                                                June 30,
                                                                                  2000              December 31,
                                                                               (Unaudited)              1999
                                                                           -------------------   ------------------
<S>                                                                            <C>                  <C>
 Assets:
     Investment in Belvedere Capital LLC                                       $4,178,339,562       $4,080,817,015
     Investment in real estate partnership preference units                       730,785,174          947,934,345
     Investment in other real estate                                              700,777,872                    -
     Short-term investments                                                        13,251,925                    -
                                                                           -------------------   ------------------
            Total Investments                                                  $5,623,154,533       $5,028,751,360
     Cash                                                                          22,416,727            5,028,304
     Cash - security deposits                                                         326,838                    -
     Receivable for open swap contracts                                            35,033,121           31,185,750
     Dividends receivable                                                           3,613,391            1,516,719
     Prepaid and deferred expenses                                                  9,704,848                    -
     Escrow deposits - restricted                                                   9,772,089                    -
     Swap interest receivable                                                         509,879              327,250
     Other assets                                                                   2,016,010                    -
                                                                           -------------------   ------------------
             Total Assets                                                      $5,706,547,436       $5,066,809,383
                                                                           -------------------   ------------------

 Liabilities:
    Loan payable                                                               $1,052,250,000       $1,130,000,000
    Mortgage payable                                                              536,942,705                    -
    Minority interest in controlled subsidiaries                                   69,013,310              208,000
    Special distributions payable                                                   1,037,175                    -
    Security deposits                                                               2,446,122                    -
    Payable for Fund shares redeemed                                                1,164,712            2,479,636
    Payable to affiliate for distribution fees                                              -              312,417
    Accrued Expenses
        Interest expense                                                           13,592,216           13,009,314
        Accrued property taxes                                                      3,990,173                    -
        Other accrued expenses                                                      5,424,433              187,485
                                                                           -------------------   ------------------
             Total Liabilities                                                 $1,685,860,846       $1,146,196,852
                                                                           -------------------   ------------------
 Net assets                                                                    $4,020,686,590       $3,920,612,531
                                                                           ===================   ==================

 Shareholders' Capital
                                                                           -------------------   ------------------
     Shareholders' capital                                                     $4,020,686,590       $3,920,612,531
                                                                           -------------------   ------------------

                                                                           -------------------   ------------------
Shares Outstanding                                                                 32,246,846           33,007,386
                                                                           -------------------   ------------------

                                                                           -------------------   ------------------
Net Asset Value and Redemption Price Per Share                                        $124.68              $118.78
                                                                           -------------------   ------------------
</TABLE>


                                       3
<PAGE>
BELCREST CAPITAL FUND LLC
 Consolidated Statements of Operations
 (Unaudited)
<TABLE>
                                                           Three months      Three months        Six months         Six months
                                                               ended             ended              ended              ended
                                                             June 30,          June 30,           June 30,           June 30,
                                                               2000              1999               2000               1999
                                                         ----------------- ------------------ ------------------ -----------------
<S>                                                        <C>                    <C>               <C>                <C>
 Investment Income:
     Dividends allocated from Belvedere Capital                $8,966,769         $3,660,029        $18,164,039        $5,703,779
        (net of foreign taxes of $90,384, $78,901,
         $164,288 and $108,521, respectively)
     Interest allocated from Belvedere Capital                  2,310,614            881,980          3,849,607         1,392,495
     Expenses allocated from Belvedere Capital                (6,247,565)        (2,419,151)       (12,336,256)       (3,709,433)
                                                         ----------------- ------------------ ------------------ -----------------
     Net investment income allocated from
     Belvedere Capital                                         $5,029,818         $2,122,858         $9,677,390        $3,386,841
     Dividends from partnership preference units               20,379,678         10,740,801         42,984,773        15,098,007
     Rental income                                             25,515,059                  -         25,852,559                 -
     Interest                                                     412,102             56,360            514,936            67,072
                                                         ----------------- ------------------ ------------------ -----------------
             Total investment income                          $51,336,657        $12,920,019        $79,029,658       $18,551,920
                                                         ----------------- ------------------ ------------------ -----------------

 Expenses:
    Investment advisor and administrative fees                 $3,410,963         $1,311,924         $6,656,742        $1,974,308
    Property management fees                                      975,269                  -            975,269                 -
    Distribution and servicing fees                             1,430,027            573,971          2,859,309           878,030
    Interest expense on credit facility                        18,267,108          6,793,152         37,151,138        10,335,457
    Interest expense on mortgages                               9,663,119                  -         10,179,000                 -
    Interest expense on swap contracts                            222,792          1,039,828          1,922,547         1,480,321
    Depreciation and amortization                               6,401,936            246,718          6,513,468           352,266
    Property taxes                                              2,342,786                  -          2,342,786                 -
    Insurance                                                     358,407                  -            358,407                 -
    Property administration                                       919,263                  -            919,263                 -
    Utilities                                                   2,166,958                  -          2,166,958                 -
    Payroll and benefits                                        3,003,450                  -          3,003,450                 -
    Property maintenance                                        1,909,691                  -          1,909,691                 -
    Organizational expense                                              -                  -            150,496                 -
    Custodian and transfer agent fees                              32,079             10,908             51,059            33,791
    Legal and accounting services                                  16,399            118,360            631,636           239,637
    Printing and postage                                            1,780              6,074              5,258             7,986
    Miscellaneous                                                   5,496                  -            260,460             5,024
                                                         ----------------- ------------------ ------------------ -----------------
            Total expenses                                    $51,127,523        $10,100,935        $78,056,937       $15,306,820
            Preliminary reduction of investment
            advisor and administrative fees                     (992,290)          (386,252)        (1,971,703)         (588,262)
                                                         ----------------- ------------------ ------------------ -----------------
               Net expenses                                   $50,135,233         $9,714,683        $76,085,234       $14,718,558
                                                         ----------------- ------------------ ------------------ -----------------
Net investment income before minority interest in
share of  net income/loss of controlled subsidiary             $1,201,424         $3,205,336         $2,944,424        $3,833,362
            Minority interesting net loss of
            controlled subsidiary                               1,123,751                  -          1,123,751                 -
                                                         ----------------- ------------------ ------------------ -----------------
Net investment income                                          $2,325,175         $3,205,336         $4,068,175        $3,833,362
                                                         ----------------- ------------------ ------------------ -----------------
</TABLE>


                                       4
<PAGE>
Consolidated Statements of Operations  (Con't)
 (Unaudited)
<TABLE>
                                                           Three months      Three months        Six months         Six months
                                                               ended             ended              ended              ended
                                                             June 30,          June 30,           June 30,           June 30,
                                                               2000              1999               2000               1999
                                                         ----------------- ------------------ ------------------ -----------------
<S>                                                             <C>               <C>               <C>                <C>
 Realized and Unrealized Gain (Loss)
 Net realized gain (loss) -
     Investment transactions from Belvedere
     Capital                                                    $(38,329)         $(791,649)        $90,763,988        $3,497,019
     Investment transactions in partnership
     preference units                                        (21,236,086)                  -       (53,136,896)                 -
     Termination of interest rate swap contracts                3,198,900                  -          3,198,900                 -
                                                         ----------------- ------------------ ------------------ -----------------
             Net realized gain (loss)                       $(18,075,515)         $(791,649)        $40,825,992        $3,497,019
                                                         ----------------- ------------------ ------------------ -----------------
 Change in unrealized appreciation(depreciation)-
     Investment in Belvedere Capital                        $(30,123,584)        $74,910,015       $112,128,966       $90,895,388
     Investments in partnership preference units               29,185,206       (18,183,279)         36,456,535      (20,332,499)
     Interest rate swap contracts                             (6,628,367)         13,506,696          3,847,371        16,676,690
                                                         ----------------- ------------------ ------------------ -----------------
    Net change in Unrealized
                appreciation/(depreciation)              $(7,566,745)        $70,233,432       $152,432,872       $87,239,579
                                                         ----------------- ------------------ ------------------ -----------------
     Net realized and unrealized gain (loss)                $(25,642,260)        $69,441,783       $193,258,864       $90,736,598
                                                         ----------------- ------------------ ------------------ -----------------
Net increase (decrease) in net assets from
operations                                                  $(23,317,085)        $72,647,119       $197,327,039       $94,569,960
                                                         ================= ================== ================== =================
</TABLE>


                                       5
<PAGE>
BELCREST CAPITAL FUND LLC
Consolidated Statements of Changes in Net Assets   (unaudited)

<TABLE>
                                                                              Six Months          Six Months
                                                                                 ended               ended
                                                                            June 30, 2000        June 30, 1999
                                                                          -------------------  ------------------
<S>                                                                             <C>                 <C>
 Increase (Decrease) in Net Assets:
     Net investment income                                                      $  4,068,175        $  3,833,362
     Net realized gain (loss) from investment transactions                        40,825,992           3,497,019
     Net change in unrealized appreciation (depreciation) of
      investments                                                                152,432,872          87,239,579
                                                                          -------------------  ------------------
             Net increase in net assets from operations                        $ 197,327,039        $ 94,569,960
                                                                          -------------------  ------------------

 Transactions in Fund shares -
    Investment securities contributed                                              $       -       $1,104,048,228
    Less - selling commissions                                                             -           (3,903,965)
                                                                          -------------------  ------------------
    Net contributions                                                              $       -       $1,100,144,263
     Net asset value of shares redeemed                                         (93,281,139)          (11,135,580)
                                                                          -------------------  ------------------
        Net increase in net assets from Fund share transactions               $ (93,281,139)      $1,089,008,683
                                                                          -------------------  ------------------

Distributions to shareholders -
     Special distributions to Shareholders
          Belair Capital Fund                                                  $ (3,971,841)   $               -
                                                                          -------------------  ------------------
                  Total distributions                                          $ (3,971,841)   $               -
                                                                          -------------------  ------------------

 Net increase in net assets                                                    $ 100,074,059      $1,183,578,643

 Net assets:
    Beginning of period                                                        3,920,612,531         544,202,835
                                                                          -------------------  ------------------
     End of period                                                            $4,020,686,590   $1,727,781,478
                                                                          ===================  ==================
</TABLE>


                                       6
<PAGE>
BELCREST CAPITAL FUND LLC
Consolidated Statements of Cash Flows (unaudited)
<TABLE>
                                                                                       Six months            Six months
                                                                                         ended                 Ended
                                                                                       June 30,               June 30,
                                                                                         2000                   2000
                                                                                   ------------------  ------------------
<S>                                                                                     <C>             <C>
Cash flows from (for) Operating Activities -
Net investment income                                                                   $  4,068,175    $       3,833,362
Adjustments to reconcile net investment income to net
Cash flows used for operating activity -
       Depreciation and amortization                                                       6,513,468             352,266
       Net investment income allocated from Belvedere Capital                            (9,677,390)         (3,386,841)
       Payment of organization and offering expenses                                               -           (326,898)
       Increase in dividends receivable                                                  (2,096,672)         (5,287,654)
       Increase in deferred costs                                                        (8,779,698)                   -
       Decrease in prepaid expenses                                                          860,281                   -
       Increase in interest payable for open swap contract                                         -             267,019
       Increase in interest receivable for open swap contracts                             (182,629)                   -
       Increase in escrow deposits                                                       (2,335,452)                   -
       Increase in other assets                                                            (737,865)                   -
       Increase in accrued property taxes                                                  2,341,854                   -
       Increase (decrease) in accrued interest and operating expenses                      1,338,788           3,307,154
       Purchases of partnership preference units                                       (102,500,000)       (359,858,572)
       Payments for investments in other real property                                 (102,168,520)                   -
       Sales of partnership preference units                                             302,968,810                   -
       Proceeds from terminated interest rate swap contracts                               3,198,900                   -
       Net (increase) decrease in investment in Belvedere Capital                         22,997,463         (3,899,407)
       Increase in short-term investments                                               (13,251,925)                   -
       Minority interest in share of net investments loss of controlled subsidiary       (1,123,751)                   -
                                                                                   --------------------------------------
       Net cash flows from (used for) operating activities                         $  101,433,837        $ (364,999,571)
Cash Flows From (for) Financing Activities -
       Proceeds from/(repayment of) Credit Facility                                $  (77,750,000)       $  370,000,000
       Payments on behalf of investors (selling commissions)                                       -         (3,903,965)
       Payment on mortgage                                                                 (801,430)                   -
       Payment of special distributions                                                  (2,934,667)                   -
       Payments for Fund shares redeemed                                                 (2,545,728)         (1,311,180)
       Capital contribution to controlled subsidiary                                         313,249                   -
                                                                                   --------------------------------------
       Net cash flows from (used for) financing activities                          $ (83,718,576)         $ 364,784,855

Net increase(decrease) in cash                                                            17,715,261           (214,716)

Cash at beginning of period                                                                5,028,304             377,275
                                                                                   ------------------  ------------------
Cash at end of period                                                                    $22,743,565          $  162,559
                                                                                   ==================  ==================


                                       7
<PAGE>
Supplemental Disclosure and Non-cash Investing and
Financing Activities-
       Securities contributed by Shareholders, invested in Belvedere Capital       $               -   $ 1,104,048,228
       Unrealized appreciation of investments and open swap contracts              $     514,991,363   $   117,651,909
       Interest paid for loan from Credit Facility                                 $      39,261,619   $     7,658,300
       Interest paid for mortgages                                                 $       7,485,617                 -
       Interest paid for swap contracts                                            $       2,105,176   $     1,213,302
       Market value of securities distributed in payment of redemptions            $      92,050,335   $     9,792,680
       Market value real property and other assets, net of current
       liabilities, contributed to Fund                                            $     654,377,493                 -
       Mortgages assumed in conjunction with acquisitions of real property         $     537,744,135                 -
</TABLE>



                                       8
<PAGE>
BELCREST CAPITAL FUND LLC as of June 30, 2000
NOTE TO CONSOLIDATED FINANCIAL STATEMENTS  (UNAUDITED)

1 Organization

A  Investment  Objective--Belcrest  Capital  Fund LLC  (Belcrest  Capital)  is a
Massachusetts 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 Belcrest  Capital is to achieve  long-term,  after-tax
returns for shareholders.  Belcrest 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.  Belcrest  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 Belcrest  Capital and
Belvedere Capital are directly and substantially  affected by the performance of
the Portfolio.  Separate from its investment in the Portfolio  through Belvedere
Capital,   Belcrest   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--Belcrest  Capital invests in real estate through its subsidiary
Belcrest  Realty   Corporation   (BRC).  BRC  invests  directly  in  partnership
preference units and indirectly in real property through controlled subsidiaries
Bel Santa Ana LLC (BSA),  Bel Alliance  Properties  LLC (Bel  Alliance)  and Bel
Apartment Properties Trust (Bel Apartment).

BRC - BRC invests directly in partnership preference units and also holds a 100%
interest in BSA and majority  interests in Bel  Alliance and Bel  Apartment.  At
June 30, 2000, Belcrest Capital owned 100% of the common stock issued by BRC and
intends  to hold  all of BRC's  common  stock at all  times.  Approximately  105
charitable organizations own preferred stock of BRC which has been recorded as a
minority  interest on the  Statement of Assets and  Liabilities.  The  preferred
stock has a par value of $.01 per share and is redeemable by BRC at a redemption
price of $100 after the  occurrence of certain tax events or after  December 31,
2004.  Dividends on the preferred  stock are cumulative and payable  annually in
arrears in December in an amount equal to $8 per share per annum.

BSA- BSA, a wholly owned  subsidiary of BRC, owns two suburban office  buildings
located in California. The property is leased to a single investment-grade rated
tenant under a triple net lease.

BEL ALLIANCE- Bel Alliance,  a majority owned subsidiary of BRC, indirectly owns
forty-one multi-family  residential properties  (collectively,  the Bel Alliance
Properties)  located  in  seven  states  (Texas,  Virginia,  Maryland,  Georgia,
Alabama,  North Carolina and Florida). BRC owns 100% of the Class A units of Bel
Alliance,  representing  55% of the  equity  interests  in Bel  Alliance,  and a
minority shareholder (the Alliance minority  shareholder) owns 100% of the Class
B units,  representing 45% of the equity interests in Bel Alliance.  The Class B
equity  interest is recorded as a minority  interest on the  Statement of Assets


                                       9
<PAGE>
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.

BEL  APARTMENT- Bel Apartment,  a majority owned  subsidiary of BRC,  indirectly
owns ten multi-family  residential properties  (collectively,  the Bel Apartment
properties) located in seven states (Texas,  Arizona,  Georgia,  North Carolina,
Washington,  Tennessee  and Florida).  BRC owns Class A units of Bel  Apartment,
representing a 75% equity interest in Bel Apartment,  and a minority shareholder
(the Bel Apartment minority shareholder) owns Class B units,  representing a 25%
equity  interest in Bel  Apartment.  The equity  interest  of the Bel  Apartment
minority  shareholder  is recorded as a minority  interest on the  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 holder of Class B units.

The  accompanying  consolidated  financial  statements  include the  accounts of
Belcrest Capital,  BRC, BSA, Bel Alliance and Bel Apartment  (collectively,  the
Fund). All material intercompany accounts and transactions have been eliminated.

2 Significant Accounting Policies

The  following  is a summary of  significant  accounting  policies  consistently
followed  by the  Fund  in the  preparation  of its  financial  statements.  The
policies are in conformity with generally accepted accounting principles.

A  Investment   Costs--The   Fund's  investment  assets  were  acquired  through
contributions of common stock by shareholders in exchange for Shares of Belcrest
Capital,  in private  purchases of partnership  preference units and real estate
investments and through contributions of real estate investments in exchange for
minority interests in controlled subsidiaries. Upon receipt of common stock from
shareholders Belcrest Capital 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  common  stock  are  carried  on the  books  and  in  the  financial
statements  is the  value of the  contributed  common  stock 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 and cash contributed
to the Fund.  The initial tax and financial  reporting  basis of securities  and
real estate investments  purchased by the Fund is the purchase cost. The initial
financial reporting basis of real estate investments  contributed to the Fund is
the market  value on  contribution  date.  The  initial tax basis of real estate
investments  contributed  to the  Fund  is the  market  value  on  the  date  of
contribution,  the  contributor's  tax  basis at the time of  contribution  or a
combination thereof 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  (see Note 7). The valuation  policy  followed by the Fund,  Belvedere
Capital  and the  Portfolio  for all  assets,  other than real  property,  is as
follows. Marketable securities, including options, that are listed on foreign or


                                       10
<PAGE>
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  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
the  Investment  Adviser.  Interest rate swap  contracts are valued by obtaining
dealer or counterparty quotes.

The value of the Fund's real estate  assets is determined in good faith by Eaton
Vance 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 on independent valuations.  Detailed investment
valuations,  which include the  discounted  cash flow method of  appraisal,  are
performed  annually and reviewed  periodically  and adjusted if there has been a
significant change in economic  circumstances since the previous valuation.  The
discounted  cash flow  method of  appraisal  projects  future  cash  inflows and
outflows,  and  presumes  a sales  price at the end of a  holding  period.  Such
amounts are  discounted  at an  appropriate  rate of return that a prudent buyer
would  currently  require to purchase the real estate  assets.  The valuation of
investments assumes the orderly disposition of all assets.

C Escrow Accounts--The escrow accounts related to Bel Alliance and Bel Apartment
consist of deposits for real estate taxes, insurance, environmental, renovation,
reserve for replacements and capital repairs required under mortgage agreements,
debt service, and security deposit accounts.  Bel Alliance and Bel Apartment has
no access to these funds once  deposited into the escrow  accounts.  Amounts are
held by the respective financial institutions and controlled by the lender (Note
8).

D Interest Rate  Swaps--The  Fund has entered into interest rate swap agreements
with  respect  to its  borrowings  and  investments  in  fixed-rate  partnership
preference  units.  Pursuant  to  these  agreements,  the Fund  makes  quarterly
payments to the  counterparty  at  predetermined  fixed  rates,  in exchange for
floating-rate  payments  from the  counterparty  at a  predetermined  spread  to
three-month  LIBOR, based on notional values  approximately  equal to the Fund's
acquisition cost for the fixed-rate  partnership  preference  units.  During the
terms of the outstanding  swap agreements,  changes in the underlying  values of
the swaps are  recorded as  unrealized  gains or losses.  The Fund is exposed to
credit loss in the event of non-performance by the swap counterparty.

E  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 Statement of
Assets and Liabilities of the respective  entity, as a liability.  The amount of
the liability is subsequently  marked-to-market  to reflect the current value of


                                       11
<PAGE>
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.

F Purchased  Options--Upon the purchase of a put option, the premium paid by the
Portfolio or Fund is included in the Statement of Assets and  Liabilities of the
respective entity 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.

G Rental  Operations--The  apartment  units held  indirectly by Bel Alliance are
leased to residents for terms of one year or less, with monthly  payments due in
advance.  The  apartment  units held  indirectly  by Bel Apartment are leased to
residents  generally  for a term of one  year  renewable  upon  consent  of both
parties on a year-to-year or  month-to-month  basis. The office property held by
BSA is leased for a remaining  term of  approximately  15 years with  options to
extend such lease for two additional six-year periods.

H  Income--Dividend  income is recorded on the ex-dividend date and interest and
rental income is 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
generally accepted  accounting  principles.  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 and  indirect
investments  (including  partnership  preference units and other real property),
less all actual and accrued  expenses of the Fund  determined in accordance with
generally accepted accounting principles.

I  Rental   Property  and   Depreciation--Costs   incurred  in  connection  with
acquisitions of properties have been  capitalized.  Significant  betterments and
improvements  are  capitalized  as  part  of  the  building  and   improvements.
Depreciation  of the building and  improvements  is computed  using the straight
line and  accelerated  methods  over the  estimated  useful lives of the related
assets,  which  range up to 39 years  for  buildings,  up to  fifteen  years for
personal property and up to ten years for building and land improvements.

J  Organization  Costs  and  Deferred  Expenses--Costs  incurred  by the Fund in
connection with its organization have been expensed as incurred.  Costs incurred
by the Fund in  connection  with its  offering  were  amortized  over the Fund's
offering  period.  Deferred  costs of Bel Alliance and Bel Apartment  consist of
deferred mortgage origination expenses which are amortized over the terms of the
loans.


                                       12
<PAGE>
K Income  Taxes--Belcrest  Capital,  Belvedere  Capital  and the  Portfolio  are
treated as partnerships for federal income tax purposes.  As a result,  Belcrest
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, Bel Alliance and Bel Apartment is to comply with the Internal
Revenue Code  applicable  to REITs.  BRC, Bel  Alliance and Bel  Apartment  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
qualification  as a REIT.  BSA is a  single  member  limited  liability  company
treated as a pass-through entity for federal tax purposes.

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

M Use of Estimates--The  preparation of financial  statements in conformity with
generally accepted  accounting  principles 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.

N Interim Financial  Statements--The  interim financial  statements  relating to
June 30,  2000 and for the six  months  then  ended  have  not been  audited  by
independent  certified  public  accountants,  but in the  opinion  of the Fund's
management,  reflect  all  adjustments,  consisting  only  of  normal  recurring
adjustments, necessary for the fair presentation of the financial statements.

2 Distributions to Shareholders

The Fund intends to distribute  each year 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 to a
precontribution  gain  is  made,  the  Fund  makes  a  special  distribution  to
compensate  shareholders  receiving such distributions for taxes that may be due
in connection  with the  precontribution  gain and  supplemental  distributions.
Special distributions accrued for or paid during the six month period ended June
30, 2000 totaled $3,971,841.

3 Shareholder Transactions

The  Fund  may  issue  an  unlimited  number  of  full  and  fractional  shares.
Transactions in Fund shares,  including  contributions of securities in exchange
for shares of the Fund, were as follows:


                                       13
<PAGE>
                                         Six Months Ended     Six Months Ended
                                             June 30,             June 30,
                                               2000                 1999
                                       -------------------- --------------------
   Issued at Fund closings                                -            9,946,573
   Redemptions                                    (760,540)            (100,077)
                                       -------------------- --------------------
   Increase (decrease)                            (760,540)            9,846,496
                                       -------------------- --------------------

Redemptions  of shares  held less than three  years are  generally  subject to a
redemption fee of 1% of the net asset value of shares  redeemed.  The redemption
fee is paid to the  Investment  Adviser  by the Fund on behalf of the  redeeming
shareholder.  No charge is levied on redemptions of shares acquired  through the
reinvestment  of  distributions,  shares  redeemed in  connection  with a Tender
Security or shares redeemed following the death of all of the initial holders of
the shares redeemed. In addition, no fee applies to redemptions by shareholders,
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 the 12-month  period.  For
the six months ended June 30, 2000, and June 30, 1999,  the  Investment  Adviser
received $798,729 and $74,907, respectively, in redemption fees.

In connection with the offering of shares, Eaton Vance Distributors, Inc. (EVD),
the Placement  Agent,  received  $14,432,389 in selling  commissions paid by the
Fund on behalf of shareholders,  since inception of the Fund. EVD, in turn, paid
this amount to the applicable  subagent on behalf of  shareholders  investing in
the Fund through such subagent. In addition, EVD made payments to subagents from
its own resources totaling $36,433,844 equal to 1.0% of the value of investments
in the Fund made through subagents since inception of the Fund.

4 Investment Transactions

Increases  and decreases of the Fund's  investment in Belvedere  Capital for the
six  months  ended  June  30,  2000  aggregated  $24,591,847  and  $139,639,644,
respectively,  and for the six months ended June 30, 1999 aggregated $20,196,113
and  $22,700,464,  respectively.  Purchases and sales of partnership  preference
units aggregated $102,500,000 and $302,968,810 for the six months ended June 30,
2000,  and  $359,858,572  and $0 for the six months ended June 30, 1999. For the
six months ended June 30, 2000,  acquisitions  of other real  property,  through
purchases and contributions, totaled $706,381,076. There were no acquisitions of
real property other than  partnership  preference units for the six months ended
June 30, 1999.

Sales of  partnership  preference  units for the period  ended June 30, 2000 and
purchases and sales of  partnership  preference  units for the period ended June
20, 1999 include  amounts  purchased  from and sold to other funds  sponsored by
Eaton Vance Management.

5 Indirect Investment in Portfolio

Belvedere   Capital's   interest  in  the   Portfolio   at  June  30,  2000  was
$8,894,702,269,  representing  52.4% of the Portfolio's net assets,  and at June
30, 1999 was  $5,209,972,269,  representing 45.0% of the Portfolio's assets. The
Fund's  investment  in  Belvedere  Capital at June 30, 2000 was  $4,178,339,562,
representing  47.0% of Belvedere  Capital's net assets, and at June 30, 1999 was


                                       14
<PAGE>
$1,750,522,133, representing 33.6% of Belvedere Capital's net assets. Investment
income  allocated to Belvedere  Capital  from the  Portfolio  for the six months
ended June 30, 2000 totaled  $43,951,952,  of which $22,013,646 was allocated to
the Fund.  Investment  income allocated to Belvedere  Capital from the portfolio
for the six months ended June 30, 1999 totaled $26,073,997,  of which $7,096,274
was  allocated to the Fund.  Expenses  allocated  to Belvedere  Capital from the
Portfolio for the six months ended June 30, 2000 totaled  $18,388,926,  of which
$9,200,307 was allocated to the Fund.  Expenses  allocated to Belvedere  Capital
from the Portfolio  for the six months ended June 30, 1999 totaled  $10,461,875,
of which  $2,776,322  was  allocated to the Fund.  Belvedere  Capital  allocated
additional  expenses to the Fund of $3,135,949 for the six months ended June 30,
2000, representing $89,247 of operating expenses and $3,406,702 of service fees.
Belvedere Capital allocated  additional expenses to the Fund of $933,111 for the
six months ended June 30, 1999,  representing  $42,031 of operating expenses and
$891,080 of service fees (see Note 9).

A summary of the Portfolio's  Statement of Assets and  Liabilities,  at June 30,
2000,  December 31, 1999 and June 30, 1999 and its operations for the six months
ended June 30, 2000,  the year ended  December 31, 1999 and the six months ended
June 30, 1999 follows:

<TABLE>
                                                June 30,             December 31,              June 30,
                                                  2000                   1999                    1999
                                           -------------------- ------------------------ ---------------------
       <S>                                     <C>                      <C>                   <C>
       Investments, at value                   $16,968,560,668          $15,009,514,121       $11,600,175,904
       Other Assets                                129,856,981              105,404,490            23,965,371
       ----------------------------------- -------------------- ------------------------ ---------------------
       Total Assets                            $17,098,417,649          $15,114,918,611       $11,624,141,275
       Total Liabilities                           122,641,585                  269,652            44,412,722
       ----------------------------------- -------------------- ------------------------ ---------------------
       Net Assets                              $16,975,776,064          $15,114,648,959       $11,579,728,553
       =================================== ==================== ======================== =====================
       Dividends and interest                      $85,182,083             $135,795,086           $58,144,116
       Investment adviser fee                       34,563,622               51,368,943            22,746,571
       Other expenses                                1,049,805                1,599,875               682,895
       ----------------------------------- -------------------- ------------------------ ---------------------
       Total expenses                              $35,613,427              $52,968,818           $23,429,466
       ----------------------------------- -------------------- ------------------------ ---------------------
       Net investment income                       $49,568,656              $82,826,268           $34,714,650
       Net realized gains (losses)                 528,149,257               19,281,587            31,011,816
       Net unrealized gains                      1,165,290,091            1,954,982,313           800,339,021
       ----------------------------------- -------------------- ------------------------ ---------------------
       Net increase in net assets from
       operations                               $1,743,008,004           $2,057,090,168          $866,065,487
       ----------------------------------- -------------------- ------------------------ ---------------------
</TABLE>

6 Rental Property

The average occupancy rate for real property held by Bel Alliance, consisting of
13,833  residential  units, was  approximately 92% at June 30, 2000. The average
occupancy  rate for real  property  held by Bel  Apartment,  consisting of 2,530
residential  units,  was  approximately  94% at June 30, 2000. The real property
held by BSA,  consisting of two suburban office buildings,  was 100% occupied at
June 30, 2000.  The carrying  value of real  property  owned by the Fund through
BSA, Bel Alliance and Bel Apartment at June 30, 2000 is as follows:

Land                                                           $134,662,027
Buildings, improvements and other depreciable assets             602,925,801
Accumulated depreciation                                        (36,809,956)
                                                             ------------------
                                                             ------------------
Carrying value                                                 $700,777,872
                                                             ------------------
                                                             ------------------


                                       15
<PAGE>
7 Cancelable Interest Rate Swap Agreements

The Fund may enter into  cancelable  interest rate swap agreements in connection
with  its  investments  in  partnership  preference  units  and  the  associated
borrowings. Under such agreements, the Fund 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 June 30, 2000, the Fund
has entered into  cancelable  interest rate swap  agreements  with Merrill Lynch
Capital  Services,  Inc.  (MLCS)  with  respect  to  each  of  its  holdings  of
partnership  preference  units and the associated  borrowings.  The Fund has the
right to terminate the interest rate swap agreements beginning in the first half
of 2003, at dates  corresponding  approximately to the initial call dates of the
partnership preference units held by the Fund.

<TABLE>
                                                                                                         Unrealized
               Notional                                      Initial                   Unrealized      Appreciation/
                Amount                                       Optional                 Appreciation     (Depreciation)
 Effective      (000's          Fixed         Floating     Termination    Maturity     At June 30,     At December 31,
   Date        omitted)         Rate            Rate           Date         Date          2000              1999
------------------------------------------------------------------------------------------------------------------------
<S>             <C>               <C>              <C>         <C>         <C>             <C>             <C>
   11/98        $ 20,644,750      6.330%     Libor+.45%        2/03        11/05           $1,286,886      $  1,265,451
   11/98          68,750,000      6.225%     Libor+.45%       11/03        11/05            4,511,277         4,445,740
   11/98          24,528,000      6.295%     Libor+.45%        5/03        11/05            1,553,468         1,526,923
   11/98          41,368,190      6.310%     Libor+.45%        2/03        11/05            2,605,829         2,562,785
   02/99          40,035,410      6.545%     Libor+.45%        2/03        11/05                    -         2,079,543
   02/99           9,029,600      6.505%     Libor+.45%        3/03        11/05              501,077           483,072
   02/99          21,995,694      6.497%     Libor+.45%        4/03        11/05            1,223,083         1,174,226
   02/99          12,970,800      6.495%     Libor+.45%        6/03        11/05                    -           688,760
   02/99          20,017,740      6.439%     Libor+.45%       11/03        11/05            1,139,861         1,094,309
   02/99         111,000,000      6.407%     Libor+.45%        2/04        11/05            6,411,107         6,182,680
   04/99          80,000,000      6.555%     Libor+.45%        4/04        11/05            4,105,056         3,868,250
   04/99          16,467,960      6.720%     Libor+.45%        2/03        11/05              781,357           731,149
   04/99           4,018,230      6.716%     Libor+.45%        3/03        11/05                    -           178,049
   04/99           7,844,872      6.700%     Libor+.45%        4/03        11/05                    -           350,225
   04/99           8,701,751      6.692%     Libor+.45%        6/03        11/05                    -           387,326
   04/99          12,671,063      6.618%     Libor+.45%       11/03        11/05              629,945           590,442
   04/99          15,105,450      6.590%     Libor+.45%        2/04        11/05              759,397           713,143
   07/99          26,516,250      7.308%     Libor+.45%       11/03        11/05              606,681           420,202
   07/99          40,193,165      7.301%     Libor+.45%        2/04        11/05              888,164           602,342
   07/99          10,108,570      7.237%     Libor+.45%        4/04        11/05              240,616           171,715
   07/99         155,000,000      7.231%     Libor+.45%        7/04        11/05            3,573,486         2,501,920
   07/99          13,199,520      7.442%     Libor+.45%        4/03        11/05                    -           174,318
   07/99           5,080,903      7.349%     Libor+.45%        6/03        11/05                    -            81,759
   09/99          17,673,796      7.700%     Libor+.45%        2/04        11/05              121,242          (45,650)
   09/99           9,833,200      7.635%     Libor+.45%        7/04        11/05               67,703          (23,163)
   09/99           5,062,185      7.840%     Libor+.45%        6/03        11/05                    -          (20,784)
   09/99          43,000,000     7.6525%     Libor+.45%        9/04        11/05              234,221         (169,629)
   09/99          35,023,620      7.644%     Libor+.45%        7/04        11/05              229,390          (96,962)
   09/99          20,009,642      7.885%     Libor+.45%        6/03        11/05                    -         (118,788)
   09/99           5,019,578      7.915%     Libor+.45%        4/03        11/05                    -          (29,122)
   09/99         212,000,000     7.6224%     Libor+.45%        9/04        11/05            1,377,972         (587,812)
   09/99           1,907,000      7.580%     Libor+.45%        4/04        11/05               20,220             3,331
                                                                                    ------------------------------------
Total                                                                                    $ 35,033,121      $ 31,185,750
                                                                                    ------------------------------------
</TABLE>


                                       16
<PAGE>
8 Debt

A  Mortgages--Real  property  held by Bel  Alliance  is financed  through  loans
collateralized  by its  real  estate  assets,  mortgage  loan  deposit  accounts
including all sub-accounts  thereunder,  and an assignment of certain leases and
rents. Balances at June 30, 2000 are as follows:

                                                    Monthly
                                       Annual    Principal and
                                     Interest       Interest       Balance at
Maturity Date                           Rate        Payment       June 30,2000
-------------                        ----------- --------------- ---------------
April 1, 2010                          8.560%          $213,139      $27,540,312
January 1, 2028                        7.143%           418,459       60,441,238
July 1, 2009                           7.740%           235,286       32,653,845
April 1, 2010                          8.640%           308,577       39,581,839
April 1, 2010                          8.640%           236,624       30,352,255
April 1, 2010                          8.560%           224,163       28,964,860
April 1, 2010                          8.560%           173,885       22,468,231
May 1, 2009                            7.250%            36,155        5,252,006
February 1, 2009                       7.220%           313,618       45,561,563
February 1, 2009                       7.220%           332,517       48,307,125
July 1, 2009                           7.830%           277,228       38,148,767
                                                 --------------- ---------------
                                                     $2,769,651     $379,272,041
                                                 =============== ===============

Real  property  held by Bel  Apartment  is  financed  through a loan  secured by
cross-collateralized  first mortgage liens on such real property. The balance at
June 30, 2000 is as follows:

                                       Annual       Monthly
                                     Interest       Interest       Balance at
Maturity Date                           Rate        Payment*      June 30, 2000
-------------                           ----        --------      -------------
May 1, 2010                            8.33%        $745,323      $107,369,483

*Mortgage  provides for monthly  payments of interest  only through May 1, 2010,
with the entire principle balance due on May 1, 2010.

Real property held by BSA is financed through a loan  collateralized by its real
property. The balance at June 30, 2000 is as follows:

                                                    Monthly
                                       Annual    Principal and
                                     Interest       Interest       Balance at
Maturity Date                           Rate       Payment**      June 30,2000
-------------                           ----       ---------      ------------
July 10, 2015                          7.18%        $337,500       $50,301,181

**Amount  indicates  current monthly loan payment.  Amount  increases as rental
payments under lease agreement with property tenant increases.


                                       17
<PAGE>
The  maturities of mortgages for the five years  subsequent to June 30, 2000 are
as follows:

Years Ending June 30,                                           Amount

2001                                                             $ 3,429,342
2002                                                               3,931,803
2003                                                               4,212,397
2004                                                               4,753,967
2005                                                               5,536,862
Thereafter                                                       515,078,334
                                                                ------------
                                                                $536,942,705

B  Credit  Facility--Belcrest  Capital  has  obtained  a  $1,150,000,000  Credit
Facility  with a term of seven  years  from  Merrill  Lynch  International  Bank
Limited. Belcrest Capital's obligations under the Credit Facility are secured by
a pledge of its  assets,  excluding  the  assets of BSA,  Bel  Alliance  and Bel
Apartment.  Interest on borrowed funds is based on the prevailing LIBOR rate for
the  respective  interest  period  plus a spread  of 0.45% per  annum.  Belcrest
Capital may borrow for interest periods of one month to five years. In addition,
Belcrest  Capital  pays a  commitment  fee at a rate of 0.10%  per  annum on the
unused amount of the loan commitment.  Borrowings under the Credit Facility have
been  used  to  purchase   qualifying  assets,   pay  selling   commissions  and
organizational  expenses,  and to provide for the short-term  liquidity needs of
Belcrest Capital. Additional borrowings under the Credit Facility may be made in
the future for these  purposes.  At June 30, 2000 and  December 31, 1999 amounts
outstanding under the Credit Facility totaled $1,052,250,000 and $1,130,000,000,
respectively.

9 Management Fee and Other Transactions with Affiliates

The Fund and the Portfolio have engaged Boston  Management and Research (BMR), a
wholly-owned  subsidiary of Eaton Vance Management (EVM) as investment  adviser.
Under the terms of the advisory  agreement  with the  Portfolio,  BMR receives a
monthly 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 six  months  ended  June 30,  2000  and June 30,  1999 the
advisory  fee  applicable  to the  Portfolio  was 0.44%  (annualized)  and 0.46%
(annualized),  respectively,  of  average  daily net  assets  for such  periods.
Belvedere  Capital's  allocated portion of the advisory fee was $17,845,464,  of
which  $8,913,651  was  allocated  to the Fund for the six months ended June 30,
2000 and $10,155,976,  of which $2,670,201 was allocated to the Fund for the six
months ended June 30, 1999.  In  addition,  Belcrest  Capital pays BMR a monthly
advisory and  administrative  fee of 1/20 of 1% (0.60%  annually) of the average
daily gross investment  assets of Belcrest  Capital  (including the value of all
assets of Belcrest  Capital  other than  Belcrest  Capital's  investment in BRC,
minus the sum of Belcrest Capital's  liabilities other than the principal amount
of money borrowed) and BRC pays BMR a monthly management fee at a rate of 1/20th
of 1%  (equivalent  to 0.60%  annually)  of the average  daily gross  investment
assets  of BRC  (which  consist  of all  assets  of BRC  minus  the sum of BRC's
liabilities other than the principal amount of money borrowed. For this purpose,
the assets and liabilities of BRC's  controlled  subsidiaries are reduced by the
proportionate  interests therein of investors other than BRC.). The advisory fee
payable by the Portfolio in respect of Belcrest Capital's indirect investment in
the  Portfolio is credited  toward The Fund's  advisory and  administrative  fee
payment.  For the six months  ended June 30, 2000 and June 30, 1999 the advisory
and  administrative  fee payable to BMR by the Fund,  less the Fund's  allocated


                                       18
<PAGE>
share of the  Portfolio's  advisory  fee,  totaled  $6,656,742  and  $1,974,308,
respectively.

Eaton Vance  Management (EVM) serves as manager of Belcrest Capital and receives
no separate compensation for services provided in such capacity.

Pursuant  to a servicing  agreement  between  Belvedere  Capital and Eaton Vance
Distributors,  Inc.  (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  $6,089,747  and  $3,343,263  for the six
months ended June 30, 2000 and June 30, 1999, respectively,  of which $3,046,702
and  $891,080  was  allocated to Belcrest  Capital for the  respective  periods.
Pursuant to a servicing  agreement  between Belcrest  Capital and EVD,  Belcrest
Capital  pays a servicing  fee to EVD on a quarterly  basis at an annual rate of
0.20% of Belcrest  Capital's average daily net assets,  less Belcrest  Capital's
allocated share of the servicing fee payable by Belvedere  Capital.  For the six
months ended June 30, 2000 and June 30, 1999 the  servicing fee paid directly by
Belcrest  Capital totaled  $887,606 and $289,768,  respectively.  Of the amounts
allocated to and  incurred by the Fund,  for the six months ended June 30, 2000,
$1,251,001 was paid to subagents. No service fee payments were made to subagents
for the period ended June 30, 1999.

As compensation for its services as placement agent, Belcrest Capital pays EVD a
monthly  distribution  fee at an annual rate of 0.10% of the  average  daily net
assets of Belcrest Capital.  For the six months ended June 30, 2000 and June 30,
1999,  Belcrest  Capital's  distribution  fees paid or  accrued  to EVD  totaled
$1,971,703 and $588,262,  respectively. BMR has agreed to waive a portion of the
monthly  advisory  and  administrative  fee payable by  Belcrest  Capital to the
extent that such fee, together with the monthly distribution fee to EVD, exceeds
an annual rate of 0.60% of the average daily gross investment assets of Belcrest
Capital  (other than  Belcrest  Capital's  investment  in BRC),  reduced by that
portion of the  monthly  advisory  fee for such month  payable by the  Portfolio
which is attributable to the value of Belcrest Capital's investment in Belvedere
Capital.  For the six months  ended  June 30,  2000 and June 30,  1999,  BMR has
waived $1,971,703 and $588,262, respectively, of the advisory and administrative
fee of Belcrest Capital.

Bel  Alliance   indirectly   holds  real  property   through  eleven   operating
partnerships.   Each  operating  partnership  has  entered  into  or  assumed  a
management agreement with Alliance Residential Management,  LLC, an affiliate of
the Alliance  minority  shareholder  (Note 1B), for periods ranging from 3 to 10
years.  If neither BRC nor the  Alliance  minority  shareholder  gives notice to
terminate,  the agreement automatically renews from year to year. The management
agreements provide for a management fee in the amount of 4% of gross collections
and allows for  reimbursement to the manager for all direct expenses incurred by
the  manager  for  managing  the Bel  Alliance  properties.  For the period from
inception,  March 17, 2000,  though June 30, 2000, Bel Alliance paid  management
fees to Alliance Residential Management, LLC, amounting to $975,269.

Equity  Residential  Properties  Management Corp. (ERPM) an affiliate of the Bel
Apartment  minority  holder  provides  day to day  management  of Bel  Apartment
pursuant to a management  agreement (Note 1B). The management agreement provides
for a  management  fee in the amount of 4% of gross  collections  and allows for
reimbursement to ERPM of payroll expenses incurred by ERPM.


                                       19
<PAGE>
ITEM 2. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

Increases  and  decreases  in Belcrest  Capital's  net asset value per share are
derived from net investment income, and realized and unrealized gains and losses
on Belcrest  Capital's  interest (through  Belvedere  Capital) in the Portfolio,
real estate  investments held through BRC and any direct investments of Belcrest
Capital. Expenses of Belcrest Capital include its pro-rata share of the expenses
of Belvedere  Capital,  and indirectly the Portfolio,  as well as the actual and
accrued  expenses of Belcrest Capital and BRC,  including its subsidiaries  BSA,
Bel Alliance and Bel Apartment.  Belcrest Capital's most significant  expense is
interest  incurred on  borrowings  incurred in  connection  with its real estate
investments.  Belcrest  Capital's  realized and  unrealized  gains and losses on
investments  are based on its  allocated  share of the realized  and  unrealized
gains and losses of Belvedere Capital, and indirectly, the Portfolio, as well as
realized and  unrealized  gains and losses on investments in real estate through
BRC. The realized and unrealized  gains and losses on investments  have the most
significant  impact on Belcrest  Capital'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 Belcrest Capital
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 Belcrest
Capital's  investments  in  Partnership  Preference  Units  through  BRC and its
positions in interest rate swap agreements,  the performance of Belcrest Capital
is also affected by movements in interest rates,  and  particularly,  changes in
credit spread relationships. On a combined basis, Belcrest Capital's 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.

Results of  Operations  for the  Quarter  ended June 30, 2000 and the Six Months
Ended June 30, 2000

Belcrest  Capital  achieved  total return  performance  of -0.6% for the quarter
ended June 30, 2000. This return  reflects a decrease in Belcrest  Capital's net
asset value per share from $125.37 to $124.68.  For comparison,  the S&P 500, an
unmanaged index of large capitalization  stocks commonly used as a benchmark for
the U.S.  equity  market,  had a total  return  of -2.7%  over the same  period.
Belcrest Capital had a total return of 5.4% for the quarter ended June 30, 1999.

During  the  second  quarter  of  2000,  U.S.   equity  market   leadership  was
concentrated  in health  care stocks and  defensive  consumer  products  stocks.
Concerns about a peaking of economic growth pulled money away from other sectors
more  exposed to a weakening  economy.  Technology  stocks were mixed,  with the
strong  momentum  of  previous  quarters  focused  on a narrow  slice of telecom
equipment  and computer  networking  stocks.  A number of  tech-oriented  stocks
experienced  dismal second  quarter  performance,  as growth  expectations  were
revised  downward  or  valuations  more  carefully  scrutinized.   The  relative
performance  of  Belcrest  Capital  versus the S&P 500 was aided by  Tax-Managed
Growth  Portfolio's large holdings of drug and consumer products stocks, and its
valuation-sensitive investment approach.


                                       20
<PAGE>
In the fixed income  markets,  the second  quarter saw stable  interest rates on
benchmark  government  bonds and  stable  credit  spreads.  The  performance  of
Belcrest  Capital during the quarter was little impacted by changes in valuation
of its holdings of partnership preference units.

Belcrest  Capital  achieved total return  performance of 5.0% for the six months
ended June 30, 2000. This return reflects an increase in Belcrest  Capital's net
asset value per share from $118.78 to $124.68.  For comparison,  the S&P 500, an
unmanaged index of large capitalization  stocks commonly used as a benchmark for
U.S. stocks, had a total return of -0.4% over the same period.  Belcrest Capital
had a total return of 8.8% for the six months ended June 30, 1999.

During the six months ended June 30, 2000, the U.S.  equity markets were lead by
health care, semiconductor and semiconductor equipment,  computer networking and
energy  stocks.  Gains  during the period were  primarily  achieved in the first
three months.  Growth  stocks  outperformed  value  stocks,  and small cap stock
benchmarks bested their large cap counterparts.  Compared to the euphoric fourth
quarter  of  1999,  markets  showed   considerably  more  caution  in  assessing
valuations,  and more  skepticism  in  embracing  story  stocks  lacking  strong
business  fundamentals  and a clear  growth  strategy.  During the  period,  the
relative  performance  of Belcrest  Capital  versus the S&P 500  benefited  from
Tax-Managed   Growth   Portfolio's  large  holdings  of  drug  stocks,  and  its
valuation-sensitive investment approach.

In the fixed income markets, the first half of 2000 saw declining interest rates
on government bonds, particularly  longer-maturity issues. Concerns about future
availability created a scarcity value for 30-year Treasuries. At the long end of
the maturity spectrum,  credit spreads for corporate issues widened.  The market
for preferred  securities in general,  and real estate preferreds in particular,
improved  modestly.  Belcrest  Capital's  investments in real estate partnership
preference  units and  associated  borrowings  had minimal  impact on the Fund's
performance during the first half of 2000.

Liquidity and Capital Resources

As of June 30, 2000,  Belcrest  Capital had outstanding  borrowings of $1,052.25
million under the Credit Facility  established with Merrill Lynch  International
Bank  Limited,  the term of which  extends  until  November 24,  2005.  Belcrest
Capital has available  under the Credit  Facility  $97.75 million in unused loan
commitments to meet short-term liquidity needs and for other purposes.

Belcrest  Capital  may redeem  shares of  Belvedere  Capital  at any time.  Both
Belvedere  Capital and the  Portfolio  follow the  practice of normally  meeting
redemptions  by  distributing  securities  drawn from the  Portfolio.  Belvedere
Capital and the Portfolio may also meet redemptions by distributing  cash. As of
June 30, 2000, the Portfolio had cash and short-term investments totaling $731.5
million. 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 under the
$150  million  line of credit at June 30,  2000,  and, as of that date,  the net
assets of the  Portfolio  totaled  $16,975.8  million.  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 June 30, 2000, restricted securities, which
are considered illiquid, constituted 4.4% of the net assets of the Portfolio.


                                       21
<PAGE>
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.

BRC's  investments in real estate apart from  Partnership  Preference  Units are
also  considered  illiquid.  The lease and mortgage  structures  of BSA's office
properties limit the pool of potential  acquirors of these assets, and it is not
anticipated that these properties will be widely marketable until the expiration
of both the current  lease and that lease's  renewal  options  (which  expire in
2027).  BRC's  investment  in Bel  Alliance  and  Bel  Apartment  similarly  are
considered  illiquid,  and have been structured as an investment of at least ten
years (until 2010), at which time a buy/sell  mechanism offers liquidity to both
BRC and its respective minority shareholders.

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 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS

The value of Fund shares may not increase or may  decline.  The  performance  of
Belcrest Capital  fluctuates.  There can be no assurance that the performance of
Belcrest  Capital  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 Belcrest
Capital'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 Belcrest
Capital  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.

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 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
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


                                       22
<PAGE>
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.  Belcrest Capital utilizes  interest rate swap agreements to fix the
cost of its  borrowings  over the term of the Credit  Facility.  In the  future,
Belcrest Capital may use other interest rate hedging arrangements (such as caps,
floors and collars) to fix or limit borrowing costs. The use of these investment
techniques is a specialized  activity  that may be  considered  speculative  and
which can expose Belcrest Capital 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.  Belcrest  Capital'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 a
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 Belcrest  Capital 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 Belcrest
Capital or the Portfolio fail to meet these  requirements,  the  counterparty or
broker  may  liquidate  positions  of  Belcrest  Capital 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 ninety 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  transaction on terms  satisfactory to Belcrest
Capital or the  Portfolio.  Belcrest  Capital's and the  Portfolio's  ability to
enter into such  transactions  may also be limited by covenants under the Credit
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 1940 Act and because  other  investors in the  Portfolio are regulated
investment companies under Subchapter M of the Code. Moreover,  Belcrest Capital
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.

Although  intended  to add to  returns,  the  borrowing  of  funds  to  purchase
Partnership  Preference  Units through BRC exposes  Belcrest Capital to the risk
that the returns achieved on the Partnership Preference Units will be lower than
the cost of  borrowing  to  purchase  such  assets  and that the  leveraging  of
Belcrest  Capital to buy such assets will  therefore  diminish the returns to be
achieved by Belcrest  Capital as a whole. In addition,  there is a risk that the
availability  of financing will be  interrupted  at some future time,  requiring
Belcrest  Capital to sell assets to repay  outstanding  borrowings  or a portion


                                       23
<PAGE>
thereof. It may be necessary to make such sales at unfavorable prices.  Belcrest
Capital's  obligations  under the Credit Facility and mortgages are secured by a
pledge of its  assets.  In the event of  default,  a lender  could elect to sell
assets of Belcrest  Capital  without regard to  consequences  of such action for
shareholders.  The rights of a 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,  Belcrest Capital 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,  Belcrest
Capital  would  not  be  able  to  honor   redemption   requests  or  make  cash
distributions.

The Partnership Preference Units held by Belcrest Capital through its investment
in  BRC  are  subject  to  restrictions  on  transfer,  including,  among  other
restrictions,  limitations on the manner of resale and the requirement  that the
general  partner of the issuer  consent to transfers.  In addition,  there is no
active  secondary  market for any Partnership  Preference  Units that BRC holds.
Accordingly, BRC's investments in Partnership Preference Units are illiquid. The
success of BRC's investments in Partnership  Preference Units depends in part on
many factors  related to the real estate market and to the issuing  partnerships
that may  affect  such  partnerships'  profitability  and their  ability to make
distributions to holders of Partnership Preference Units. 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. Although BRC's
investments in Partnership Preference Units are, to some degree,  insulated from
risk by virtue of their senior  position  relative to other equity  interests in
the issuing partnerships and by their diversification across a range of property
types and geographic  regions,  the  above-referenced  factors can substantially
affect the value and  marketability  of such investments over time. There can be
no assurance that the  investments in  Partnership  Preference  Units will be an
economic success.

The valuations of Partnership  Preference Units held by Belcrest Capital 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.  Fluctuation  in the value of
Partnership  Preference Units 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
Belcrest  Capital  with  respect to its  borrowings  under the Credit  Facility.
Fluctuations  in the value of  Partnership  Preference  Units derived from other
factors besides general interest rate movements  (including  issuer-specific and
sector-specific   credit   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 Belcrest  Capital.
Changes  in the  valuation  of the  Partnership  Preference  Units not offset by
changes in the valuation of interest rate swap agreements or other interest rate
hedges entered into by Belcrest  Capital will cause the  performance of Belcrest
Capital to deviate from the performance of the Portfolio.

While Belcrest Capital's manager intends that BRC's investments in Bel Alliance,
Bel Apartment and BSA will reduce  overall  portfolio  risk and  volatility  and


                                       24
<PAGE>
contribute to returns over time,  these  investments  expose Belcrest Capital to
certain  additional  risks as well.  In the case of BSA,  the risks  include the
possible  deterioration  in the credit  quality of its  buildings'  tenant,  the
timing of this tenant's lease expiration and potential  changes in the submarket
in  which  its  buildings  are  located.  In the  case of Bel  Alliance  and Bel
Apartment  (collectively,  the  Residential  REITs),  the  performance  of BRC's
investment may be influenced by decisions which  Residential  REITs'  respective
minority  shareholders  may make on behalf of Residential  REITs,  and potential
changes in the submarkets in which Residential REITs' buildings are located. The
debt of Bel  Alliance,  Bel  Apartment  and BSA 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  interests.  Other  factors  bearing  on the value of BRC's  real  estate
investments,  include,  without  limitation,  general economic  conditions,  the
supply and demand of comparable  real  properties,  fluctuations in rental rates
and operating  costs,  exposure to adverse  environmental  conditions and losses
from casualty or condemnation,  government  rules and  regulations,  and acts of
God.  There can be no assurance  that BRC's real estate  investments  will be an
economic success.

Over time,  the  performance  of  Belcrest  Capital  can be  expected to be more
volatile than the performance of the Portfolio.


                                       25
<PAGE>
PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

There are no material  pending legal  proceedings  to which the Fund or BRC is a
party or to which their assets are subject.

ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS.

         None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

         None.

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

         None

ITEM 5. OTHER INFORMATION.

         None.

ITEM 6. THE FOLLOWING IS A LIST OF ALL EXHIBITS FILED AS PART OF THIS FORM 10Q:

         27   Financial Data Schedules


                                       26
<PAGE>
                                   SIGNATURES

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned  officer of its  Manager,  Eaton  Vance  Management  thereunto  duly
authorized on August 14, 2000.

                                BELCREST CAPITAL FUND LLC
                                (Registrant)

                                By:    EATON VANCE MANAGEMENT,
                                       its Manager

                                By:     /s/ James L. O'Connor
                                        -----------------------------
                                        James L. O'Connor
                                        Vice President



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


                                       27
<PAGE>
                                  EXHIBIT INDEX

27   Financial Data Schedules




                                       28