<PAGE>

                                  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 March 31, 2001
                         Commission File No. 0002-25767
                                             ----------


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


       Massachusetts                                    04-3404037
       -------------                       -----------------------------------
  (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 20

<PAGE>

                             Belair Capital Fund LLC
                                Index to Form 10Q

PART I  -  FINANCIAL INFORMATION
                                                                            Page
Item 1.    Condensed Consolidated Financial Statements                        3

           Condensed Consolidated Statements of Assets and Liabilities
           as of March 31, 2001 (unaudited) and December 31, 2000             3

           Condensed Consolidated Statements of Operations (unaudited)
           for the Three Months Ended March 31, 2001 and 2000                 4

           Condensed Consolidated Statements of Changes in Net Assets
           (unaudited) for the Three Months Ended March 31, 2001 and 2000     6

           Condensed Consolidated Statements of Cash Flows (unaudited)
           for the Three Months Ended March 31, 2001 and 2000                 7

           Notes to Condensed Consolidated Financial Statements as of
           March 31, 2001 (unaudited)                                         8

Item 2.    Management's Discussion and Analysis of Financial Condition
           and Results of Operations                                         12

Item 3.    Quantitative and Qualitative Disclosures About Market Risk        14

PART II -  OTHER INFORMATION

Item 1.    Legal Proceedings                                                 18

Item 2.    Changes in Securities and Use of Proceeds                         18

Item 3.    Defaults Upon Senior Securities                                   18

Item 4.    Submission of Matters to a Vote of Security Holders               18

Item 5.    Other Information                                                 18

Item 6.    Exhibits and Reports                                              18


SIGNATURES                                                                   19

                                       2

<PAGE>

PART I.           FINANCIAL INFORMATION
Item 1.           Condensed Consolidated Financial Statements
--------------------------------------------------------------------------------

 BELAIR CAPITAL FUND LLC
 Condensed Consolidated Statements of Assets and Liabilities

                                                  March 31,
                                                    2001           December 31,
                                                 (Unaudited)            2000
                                               --------------     --------------
 Assets:
    Investment in Belvedere Capital LLC        $1,890,271,327     $2,132,795,139
    Investment in real estate partnership
     preference units                             470,447,787        439,043,259
    Investment in other real estate               158,124,708        157,812,925
    Short-term investments                          1,598,519          6,665,871
                                               --------------     --------------
               Total investments               $2,520,442,341     $2,736,317,194

    Cash                                            2,347,964         46,875,064
    Dividends receivable                            6,311,410          8,021,686
    Deferred expenses                               1,343,453          1,379,102
    Escrow deposits - restricted                    2,449,184          2,143,464
    Swap interest receivable                                -            526,653
    Other assets                                       59,565            286,469
                                               --------------    ---------------
               Total assets                    $2,532,953,917     $2,795,549,632
                                               --------------     --------------

 Liabilities:
    Loan payable                               $  618,000,000     $  643,000,000
    Mortgage payable, net of unamortized
     debt issuance costs                          111,129,027        111,088,447
    Open interest rate swap contracts, at value    19,002,862          4,834,653
    Swap interest payable                           1,085,544                  -
    Security deposits                                 413,684            394,546
    Rents received in advance                          78,101             55,276
    Accrued expenses:
     Interest expense                               5,906,559          7,430,119
     Accrued property taxes                           826,717            659,702
     Other accrued expenses and other liabilities     765,724          4,117,528
    Minority interest in controlled subsidiaries   12,666,707         12,971,521
                                               --------------     --------------
               Total liabilities               $  769,874,925     $  784,551,792
                                               --------------     --------------
    Net assets                                 $1,763,078,992     $2,010,997,840
                                               --------------     --------------

    Shareholders' Capital
                                               --------------     --------------
     Shareholders' capital                    $1,763,078,992     $2,010,997,840
                                               --------------     --------------

    Shares Outstanding                             14,968,378         15,106,086
                                               --------------     --------------

    Net Asset Value and Redemption Price
     Per Share                                        $117.79            $133.13
                                               --------------     --------------

                                       3

<PAGE>





BELAIR CAPITAL FUND LLC
Condensed Consolidated Statements of
Operations (Unaudited)                             Three months     Three months
                                                      ended            ended
                                                     March 31,        March 31,
                                                       2001            2000
                                                   ------------     ------------
 Investment Income:
    Dividends allocated from Belvedere Capital
     (net of foreign taxes of $30,320
     and $39,890, respectively)                    $  4,734,583    $  4,988,137
    Interest allocated from Belvedere Capital           851,914         835,716
    Expenses allocated from Belvedere Capital        (3,067,499)     (3,302,893)
                                                   -------------   -------------
    Net investment income allocated from
     Belvedere Capital                              $  2,518,998    $  2,520,960
    Dividends from partnership preference units       11,133,216      13,688,594
    Rental income                                      5,979,865               -
    Interest                                             172,994          78,742
                                                    ------------    ------------
               Total investment income              $ 19,805,073    $ 16,288,296
                                                    ------------    ------------

 Expenses:
    Investment adviser fees                         $  1,738,712    $  1,717,539
    Property management fees                             238,841               -
    Service fees                                         200,118         220,311
    Interest expense on credit facility               10,369,359      11,036,243
    Interest expense on mortgages                      2,386,111               -
    Interest expense on swap contracts                   735,861         271,780
    Property and maintenance                           1,463,057               -
    Property taxes and insurance                         585,744               -
    Legal and accounting services                         49,000         139,664
    Amortization of deferred expenses                     35,649          27,365
    Custodian and transfer agent fees                     14,813          14,244
    Printing and postage                                   2,439           2,493
    Miscellaneous                                        293,851          32,800
                                                    ------------    ------------
               Total expenses                       $ 18,113,555    $ 13,462,439
                                                    ------------    ------------
Net investment income before minority interest
 in net income of controlled subsidiary                1,691,518       2,825,857
Minority interest in net income of
 controlled subsidiary                                   (15,751)              -
                                                    -------------   ------------
 Net investment income                              $  1,675,767    $  2,825,857
                                                    ------------    ------------

                                       4

<PAGE>

 Realized and Unrealized Gain (Loss)
 Net realized gain (loss) -
    Investment transactions from Belvedere
     Capital (identified cost basis)              $   6,043,693    $ 31,852,646
    Investment transactions in partnership
     preference units (identified cost basis)        (1,142,610)     (2,897,594)
                                                  --------------   -------------
               Net realized gain                  $   4,901,083    $ 28,955,052
                                                  --------------   -------------
 Change in unrealized appreciation
    (depreciation) -
    Investment in Belvedere Capital (identified
     cost basis)                                  $(255,144,565)   $ 93,538,225
    Investments in partnership preference units
     (identified cost basis)                         32,547,138     (13,680,764)
    Interest rate swap contracts                    (14,168,209)      5,252,030
                                                  --------------   -------------
   Net change in unrealized
    appreciation/(depreciation)                   $(236,765,636)     85,109,491
                                                  --------------    ------------

      Net realized and unrealized gain (loss)     $(231,864,553)   $114,064,543
                                                  --------------   -------------
      Net increase (decrease) in net assets from
             operations                           $(230,188,786)   $116,890,400
                                                  ==============   =============





                                       5

<PAGE>

BELAIR CAPITAL FUND LLC
Condensed Consolidated Statements of Changes in Net Assets   (Unaudited)

                                                 Three months      Three months
                                                    ended             ended
                                                March 31, 2001    March 31, 2000
                                                --------------   ---------------
 Increase (Decrease) in Net Assets:
    Net investment income                       $    1,675,767   $    2,825,857
     Net realized gain on investment transactions    4,901,083       28,955,052
     Net change in unrealized appreciation
     (depreciation) of investments                (236,765,636)      85,109,491
                                                --------------   --------------
          Net increase (decrease) in net
          assets from operations                $ (230,188,786)  $  116,890,400
                                                ---------------  ---------------

 Transactions in Fund Shares -
    Net asset value of Shares redeemed          $  (17,411,099)  $  (65,691,137)
                                                ---------------  ---------------
    Net decrease in net assets from Fund
     Share transactions                         $  (17,411,099)  $  (65,691,137)
                                                ---------------   --------------

Distributions to Shareholders
   Special distributions to Shareholders        $            -   $   (5,230,561)
   Minority shareholder of controlled
    subsidiary                                        (318,963)               -
                                                ---------------  ---------------
          Total distributions                   $     (318,963)  $   (5,230,561)
                                                ---------------  ---------------

 Net increase (decrease) in net assets          $ (247,918,848)  $   45,968,702

 Net assets:
     Beginning of period                        $2,010,997,840   $2,094,369,753
                                                --------------   --------------
     End of period                              $1,763,078,992   $2,140,338,455
                                                ==============   ==============

                                       6


<PAGE>


BELAIR CAPITAL FUND LLC
Condensed Consolidated Statements of Cash Flows (Unaudited)
<TABLE>
<CAPTION>
<S>                                                                    <C>                     <C>
                                                                        Three months            Three months
                                                                           ended                   ended
                                                                       March 31, 2001          March 31, 2000
                                                                       --------------          --------------
Cash Flows From (For) Operating Activities -
Net investment income                                                  $   1,675,767           $   2,825,857
Adjustments to reconcile net investment income to net
 cash flows used for operating activity -
  Amortization of deferred expenses                                           35,649                  27,365
  Amortization of debt issuance costs                                         40,580                       -
  Net investment income allocated from Belvedere Capital                  (2,518,998)             (2,520,960)
  (Increase) decrease in dividends receivable                              1,710,276              (8,137,890)
  Increase in interest payable for open swap contracts                     1,612,197                 224,030
  Increase in escrow deposits                                               (305,720)                      -
  Decrease in other assets                                                   226,904                       -
  Increase in accrued property taxes                                         167,015                       -
  Decrease in accrued interest and operating expenses
   and other liabilities                                                  (4,833,401)             (1,054,087)
  Increase (decrease) in minority interest                                   (52,500)                159,500
  Purchases of partnership preference units                               (9,386,616)           (101,895,368)
  Sales of partnership preference units                                    9,386,616              12,795,445
  Improvements to property                                                  (311,783)                      -
  Net (increase) decrease in investment in Belvedere Capital             (19,414,176)             12,867,396
  (Increase) decrease in short-term investments                            5,067,352              (7,450,400)
  Minority interest in net income of controlled subsidiary                    15,751                       -
                                                                       --------------          --------------
  Net cash flows used for operating activities                         $ (16,885,087)          $ (92,159,112)
Cash Flows From (For) Financing Activities -
  Proceeds from (payments for) loan                                    $ (25,000,000)          $  90,000,000
  Return of capital                                                         (268,065)                      -
  Payments for Fund Shares redeemed                                       (2,054,985)               (440,373)
  Distributions paid                                                        (318,963)                      -
                                                                       --------------          --------------
  Net cash flows from (used for) financing activities                  $ (27,642,013)          $  89,559,627

Net decrease in cash                                                     (44,527,100)             (2,599,485)

Cash at beginning of period                                            $  46,875,064           $   3,802,594
                                                                       --------------          --------------
Cash at end of period                                                  $   2,347,964           $   1,203,109
                                                                       ==============          ==============

Supplemental Disclosure and Non-cash Investing and
Financing Activities-
  Change in unrealized appreciation of investments and
   open swap contracts                                                 $(236,765,636)          $  85,109,491
  Interest paid for loan                                               $  11,892,919           $  12,014,184
  Interest received (paid) for swap contracts                          $     876,336           $     (47,750)
  Interest paid for mortgages                                          $   2,345,531                       -
  Market value of securities distributed in payment of redemptions     $  15,356,114           $  65,842,965

</TABLE>
                                       7

<PAGE>

BELAIR CAPITAL FUND LLC as of March 31, 2001
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

1 Organization

Belair Capital Fund LLC (Belair  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
Belair  Capital is to achieve  long-term,  after-tax  returns for  Shareholders.
Belair  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.  Belair 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 Belair 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,  Belair  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.

The  accompanying   condensed  consolidated  financial  statements  include  the
accounts  of Belair  Capital,  Belair  Real  Estate  Corporation  (BREC) and Bel
Residential  Properties Trust (Bel  Residential)  (collectively,  the Fund). All
material intercompany accounts and transactions have been eliminated.

2 Interim Financial Statements

The condensed  consolidated  interim financial statements of Belair Capital Fund
and  subsidiaries  as of March 31,  2001 and  March  31,  2000 and for the three
months  ended March 31, 2001 and March 31, 2000 have been  prepared by the Fund,
without  audit,  pursuant to the rules and  regulations  of the  Securities  and
Exchange  commission.  Certain  information  and footnote  disclosures  normally
included in annual  financial  statements  prepared in accordance with generally
accepted  accounting  principles  have been condensed or omitted as permitted by
such rules and  regulations.  All  adjustments,  consisting of normal  recurring
adjustments,  have been included.  Management  believes that the disclosures are
adequate to present  fairly the financial  position,  results of operations  and
cash flows at the dates and for the  periods  presented.  It is  suggested  that
these interim  financial  statements be read in  conjunction  with the financial
statements and the notes thereto  included in the Fund's latest annual report on
Form 10-K.  Results for the interim  period are not  necessarily  indicative  of
those to be expected for the full fiscal year.

3 Investment Transactions

Increases  and decreases of the Fund's  investment in Belvedere  Capital for the
three  months  ended  March 31, 2001  aggregated  $63,122,364  and  $59,064,302,
respectively,  and for the three months ended March 31, 2000 aggregated $886,263
and  $79,596,624,  respectively.  Purchases and sales of partnership  preference
units aggregated $9,386,616 and $9,386,616,  respectively,  for the three months
ended March 31, 2001 and  $101,895,368 and  $12,795,445,  respectively,  for the

                                       8

<PAGE>

three months ended March 31, 2000. For the three months ended March 31, 2001 and
March 31, 2000, there were no acquisitions or sales of other real property.

Purchases and sales of parnership preference units during the three months ended
March 31, 2001 and March 31, 2000  include  amounts  purchased  from and sold to
other funds sponsored by Eaton Vance Management (EVM).

4 Indirect Investment in Portfolio

Belvedere   Capital's   interest  in  the   Portfolio  at  March  31,  2001  was
$9,248,868,309 representing 54.7% of the Portfolio's net assets and at March 31,
2000 was  $8,634,584,697  representing  52.1% of the Portfolio's net assets. The
Fund's  investment  in  Belvedere  Capital at March 31, 2001 was  $1,890,271,327
representing  20.4% of Belvedere  Capital's net assets and at March 31, 2000 was
$2,277,261,355, representing 26.4% of Belvedere Capital's net assets. Investment
income  allocated to Belvedere  Capital from the  Portfolio for the three months
ended March 31, 2001 totaled  $25,944,565,  of which $5,586,497 was allocated to
the Fund.  Investment  income allocated to Belvedere  Capital from the Portfolio
for the  three  months  ended  March  31,  2000  totaled  $20,402,874,  of which
$5,823,853 was allocated to the Fund.  Expenses  allocated to Belvedere  Capital
from  the   Portfolio  for  the  three  months  ended  March  31,  2001  totaled
$10,657,687,  of which $2,290,377 was allocated to the Fund.  Expenses allocated
to  Belvedere  Capital from the  Portfolio  for the three months ended March 31,
2000  totaled  $8,688,745,  of  which  $2,466,773  was  allocated  to the  Fund.
Belvedere Capital allocated  additional expenses to the Fund of $777,122 for the
three months ended March 31, 2001,  representing  $19,875 of operating  expenses
and $757,247 of service fees. Belvedere Capital allocated additional expenses to
the Fund of $836,120 for the three  months  ended March 31,  2000,  representing
$19,793 of operating expenses and $816,327 of service fees (Note 8).

A summary of the Portfolio's  Statement of Assets and Liabilities,  at March 31,
2001,  December  31,  2000 and March 31, 2000 and its  operations  for the three
months  ended March 31,  2001,  the year ended  December  31, 2000 and the three
months ended March 31, 2000 follows:

<TABLE>
<CAPTION>
       <S>                                 <C>                      <C>                      <C>

                                                 March 31,              December 31,               March 31,
                                                   2001                     2000                     2000
                                           --------------------     --------------------     --------------------
        Investments, at value                $16,937,423,532          $18,318,105,043          $16,564,812,965
        Other Assets                              32,010,878              251,324,504               18,352,819
       ----------------------------------------------------------------------------------------------------------

        Total Assets                         $16,969,434,410          $18,569,429,547          $16,583,165,784
        Total Liabilities                         59,756,296              184,360,662                2,651,935
       ----------------------------------------------------------------------------------------------------------

        Net Assets                           $16,909,678,114          $18,385,068,885          $16,580,513,849
       ==========================================================================================================
        Dividends and interest               $    48,190,173          $   189,740,537          $    40,223,600

        Investment adviser fee                    19,128,089               73,317,616               16,618,292
        Other expenses                               640,516                2,500,093                  459,694

       ----------------------------------------------------------------------------------------------------------
        Total expenses                       $    19,768,605          $    75,817,709          $    17,077,986
       ----------------------------------------------------------------------------------------------------------

        Net investment income                $    28,421,568          $   113,922,828          $    23,145,614
        Net realized gains                        52,532,750              196,962,539              224,041,217
        Net change in unrealized              (2,205,600,689)             141,360,943              597,012,900
           gains(losses)

       ----------------------------------------------------------------------------------------------------------
        Net increase (decrease) in net
         assets from operations              $(2,124,646,371)         $   452,246,310          $   844,199,731
       ----------------------------------------------------------------------------------------------------------

</TABLE>
                                       9

<PAGE>

5 Rental Property

The average occupancy rate for real property held by Bel Residential, consisting
of  2,681  residential  units,  was  approximately  96% at  March  31,  2001 and
approximately 95% at December 31, 2000. The fair value of real property owned by
the Fund through Bel  Residential  at March 31, 2001 and December 31, 2000 is as
follows:


                                            March 31, 2001     December 31, 2000
                                            --------------     -----------------
Land                                         $ 23,565,000        $ 23,565,000
Buildings, improvements and other assets      134,559,708         134,247,925
                                         ---------------------------------------
Fair value                                   $158,124,708        $157,812,925
                                          --------------------------------------

6 Cancelable Interest Rate Swap Agreements

The Fund may enter into  cancelable  interest rate swap agreements in connection
with its real  estate  investments  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 March 31, 2001 and December 31, 2000, the Fund
has entered into  cancelable  interest rate swap  agreements  with Merrill Lynch
Capital Services, Inc.

<TABLE>
<CAPTION>
  <S>             <C>            <C>         <C>            <C>               <C>            <C>                  <C>

                                                                                              Unrealized           Unrealized
                  Notional                                    Initial                        Appreciation/        Appreciation/
                   Amount                                    Optional                        (Depreciation)       (Depreciation)
  Effective        (000's        Fixed       Floating       Termination       Maturity        At March 31,        At December 31,
    Date          omitted)       Rate          Rate            Date             Date              2001                 2000
----------------------------------------------------------------------------------------------------------------------------------
     2/98         120,000        6.715%     Libor+.45%          2/03            2/05          $ (2,260,815)       $   158,467
     4/98          50,000        6.84%      Libor+.45%          2/03            2/05            (1,092,426)          (105,708)
     4/98         150,000        6.835%     Libor+.45%          4/03            4/05            (3,473,210)          (413,833)
     6/98          20,000        6.67%      Libor+.45%          6/03            2/05              (423,810)             1,994
     6/98          75,000        6.68%      Libor+.45%          6/03            2/05            (1,608,922)           (14,230)
     6/98          80,000        6.595%     Libor+.45%          6/03            2/05            (1,537,470)           181,644
    11/98          14,709        6.13%      Libor+.45%         11/03            2/05              (130,926)           210,991
     2/99          34,951        6.34%      Libor+.45%          2/04            2/05              (583,024)           221,768
     4/99           5,191        6.49%      Libor+.45%          2/04            2/05              (110,887)             6,770
     7/99          24,902        7.077%     Libor+.45%          7/04            2/05            (1,077,084)          (524,587)
     9/99          10,471        7.37%      Libor+.45%          9/04            2/05              (571,489)          (341,770)
     3/00          19,149        7.89%      Libor+.45%          2/04            2/05            (1,190,964)          (809,750)
     3/00          70,000        7.71%      Libor+.45%            -             2/05            (4,941,835)        (3,406,409)
----------------------------------------------------------------------------------------------------------------------------------
Total                                                                                         $(19,002,862)       $(4,834,653)
----------------------------------------------------------------------------------------------------------------------------------

</TABLE>

7 Debt

A Mortgage - Real property held by Bel  Residential  is financed  through a loan
secured by cross-collateralized  first mortgage liens on such real property. The
balances at March 31, 2001 and  December 31, 2000,  excluding  unamortized  debt
issuance costs, are as follows:

                                       10

<PAGE>

                                  Monthly
                    Annual        Interest      Balance at        Balance at
Maturity Date    Interest Rate    Payment*    March 31, 2001   December 31, 2000
-------------    -------------    --------    --------------   -----------------
 May 1, 2010         8.33%        $781,844     $112,630,517      $112,630,517

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

B Credit Facility -- Belair Capital has obtained a $790,000,000  credit facility
(the  Credit   Facility)   with  a  term  of  seven  years  from  Merrill  Lynch
International  Bank  Limited.  Belair  Capital's  obligations  under the  Credit
Facility  are  secured by a pledge of its  assets,  excluding  the assets of Bel
Residential.  Interest on borrowed funds is based on the  prevailing  LIBOR rate
for the  respective  interest  period  plus a spread of 0.45% per annum.  Belair
Capital may borrow for interest periods of one month to five years. In addition,
Belair  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 the  Fund.
Additional  borrowings  under the Credit  Facility may be made in the future for
these  purposes.  At March 31, 2001 and December 31, 2000,  amounts  outstanding
under the Credit Facility totaled $618,000,000 and $643,000,000, respectively.

8 Management Fee and Other Transactions with Affiliates

The Fund and the Portfolio have engaged Boston  Management and Research (BMR), a
wholly-owned  subsidiary of 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
three months ended March 31, 2001 and March 31, 2000 the advisory fee applicable
to the Portfolio was 0.44% (annualized) and 0.44% (annualized), respectively, of
average daily net assets.  Belvedere Capital's allocated portion of the advisory
fee was $10,312,208 of which  $2,245,314 was allocated to the Fund for the three
months ended March 31, 2001, and $8,455,108 of which $2,389,163 was allocated to
the Fund, for the three months ended March 31, 2000. In addition, Belair 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  Belair  Capital
(including the value of all assets of Belair Capital other than Belair Capital's
investment in BREC, minus the sum of Belair Capital's liabilities other than the
principal  amount of money borrowed) and BREC 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 BREC (which consist of all assets of BREC minus the
sum of BREC's liabilities other than the principal amount of money borrowed. For
this purpose,  the assets and liabilities of BREC's controlled  subsidiaries are
reduced by the  proportionate  interests  therein of investors other than BREC).
The  advisory  fee payable by the  Portfolio  with  respect to Belair  Capital's
indirect  investment  in the  Portfolio  is  credited  toward  Belair  Capital's
advisory and  administrative  fee payment.  For the three months ended March 31,
2001 and March 31, 2000,  the advisory fee payable to BMR by the Fund,  less the
Fund's allocated share of the Portfolio's  advisory fee, totaled  $1,738,712 and
$1,717,539, respectively.

                                       11

<PAGE>


EVM serves as manager of Belair  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  $3,524,790  and  $2,876,452  for the three
months ended March 31, 2001 and March 31, 2000, respectively,  of which $757,247
and  $816,327,  respectively,  was  allocated to Belair  Capital.  Pursuant to a
servicing  agreement  between  Belair  Capital and EVD,  Belair  Capital  pays a
servicing  fee to EVD on a quarterly  basis at an annual rate of 0.20% of Belair
Capital's average daily net assets, less Belair Capital's allocated share of the
servicing fee payable by Belvedere Capital. For the three months ended March 31,
2001 and March 31,  2000,  the  servicing  fee paid  directly by Belair  Capital
totaled  $200,118 and $220,311,  respectively.  Of the amounts  allocated to and
incurred by the Fund,  for the three  months  ended March 31, 2001 and March 31,
2000, $957,365 and $1,036,638, respectively, were paid to subagents.

An affiliate of the minority shareholder of Bel Residential, provides day-to-day
management of Bel Residential pursuant to a management agreement. The management
agreement  provides for a management fee and allows for reimbursement of payroll
expenses  incurred by the  manager  for  managing  the  properties  owned by Bel
Residential.  For the three months ended March 31, 2001, Bel Residential paid or
accrued  management  fees amounting to $ 238,841.  There were no management fees
paid or accrued by Bel Residential for the three months ended March 31, 2000.


ITEM 2. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS

Increases  and  decreases  in Belair  Capital's  net  asset  value per share are
derived from net investment income, and realized and unrealized gains and losses
on Belair Capital's interest (through Belvedere Capital) in the Portfolio,  real
estate  investments  held  through  BREC and any  direct  investments  of Belair
Capital.  Expenses of Belair 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 Belair  Capital and BREC,  including  its  subsidiary  Bel
Residential.  Belair Capital's most significant  expense is interest incurred on
borrowings  incurred  in  connection  with its real estate  investments.  Belair
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  BREC.  The  realized  and
unrealized gains and losses on investments  have the most significant  impact on
Belair  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 holding 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 Belair 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 Belair  Capital's  investments in Partnership
Preference   Units  through  BREC  and  its  positions  in  interest  rate  swap
agreements,  the  performance of Belair Capital is also affected by movements in

                                       12

<PAGE>

interest rates, and particularly,  changes in credit spread relationships.  On a
combined basis, Belair 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 MARCH 31, 2001

The Fund achieved total return performance of -11.5% for the quarter ended March
31,  2001.  This  return  reflects a decrease  in the Fund's net asset value per
share from $133.13 to $117.79.  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 -11.9% over the same period.

During the first quarter of 2001, the U.S. equity market performed poorly. Stock
price declines were widespread,  and were most severe in the formerly highflying
technology and telecom sectors.  Biotech and other  "aggressive  growth" sectors
also experienced  significant declines in the quarter. Value stocks outperformed
growth  stocks,  and small cap stocks bested large cap stocks.  Among the better
performers in the quarter were capital goods,  industrial,  consumer durable and
retail  stocks that are  positioned  to benefit from the lowering of  short-term
interest  rates  engineered  by the Federal  Reserve  during the quarter.  These
stocks  were,  in many cases,  trading at very  depressed  valuations  levels at
year-end.  In this  difficult  environment,  the  performance  of the  Portfolio
modestly  exceeded that of the overall market.  The relative  performance of the
Fund  versus  the S&P 500 was aided by the  Portfolio's  modest  outperformance,
which  can be  attributed  to  the  Portfolio's  valuation-sensitive  investment
approach and its underweighting of most of the worst-performing market sectors.

In the fixed income  markets,  the first  quarter saw stable  interest  rates on
benchmark government bonds and stable credit spreads. The series of rate cuts by
the Federal Reserve had little impact on the pricing of longer-term fixed income
obligations.  Changes  in  valuation  of  the  Fund's  holdings  of  Partnership
Preference Units and other real estate  investments had a modest negative impact
on the Fund's performance during the period.

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

As of March 31,  2001,  Belair  Capital  had  outstanding  borrowings  of $618.0
million under the Credit Facility  established with Merrill Lynch  International
Bank Limited,  the term of which extends until February 6, 2005.  Belair Capital
has  available  under the Credit  Facility  $172.0  million  to meet  short-term
liquidity need and for other purposes.

Belair  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
March 31, 2001,  the  Portfolio  had cash and  short-term  investments  totaling
$380.4  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 March 31, 2001,  and, as of
that date, the net assets of the Portfolio totaled $16,909.7 million.  To ensure
liquidity for investors in the Portfolio, the Portfolio may not invest more than

                                       13

<PAGE>

15% of its net  assets in  illiquid  assets.  As of March 31,  2001,  restricted
securities, which are considered illiquid, constituted 2.7% of the net assets of
the Portfolio.

The  Partnership  Preference  Units  held by BREC are not  registered  under the
Securities Act and are subject to substantial restrictions on transfer. As such,
they are considered illiquid.

BREC's  investments in real estate apart from  Partnership  Preference  Units is
also considered illiquid.  Bel Residential has been structured as investments of
at least ten years (until 2010), at which time a buy/sell  mechanism may offer a
measure of liquidity to both BREC and its 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 the
Fund fluctuates. There can be no assurance that the performance of the Fund will
match that of the United States stock market or that of other equity  funds.  In
managing  the  Portfolio  for  long-term,  after-tax  returns,  the  Portfolio's
investment adviser generally seeks to avoid or minimize sales of securities with
large  accumulated  capital  gains,  including  contributed   securities.   Such
securities  constitute  a  substantial  portion of the assets of the  Portfolio.
Although the  Portfolio  may utilize  certain  management  strategies in lieu of
selling appreciated securities, the Portfolio's,  and hence the Fund's, exposure
to losses during stock market  declines may  nonetheless  be higher than that of
funds   that  do  not   follow  a   general   policy   of   avoiding   sales  of
highly-appreciated securities.

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

Risks of Certain Investment Techniques
--------------------------------------
In  managing  the  Portfolio,  the  investment  adviser  may  purchase  or  sell
derivative   instruments  (which  derive  their  value  by  reference  to  other
securities,  indices,  instruments,  or currencies) to hedge against  securities
price declines and currency movements and to enhance returns.  Such transactions
may include,  without  limitation,  the purchase and sale of stock index futures
contracts  and options on stock index  futures;  the purchase of put options and
the sale of call options on securities held;  equity swaps; and the purchase and
sale of forward currency exchange contracts and currency futures.  The Portfolio
may make short sales of securities  provided that an equal amount is held of the
security  sold  short  (a  covered  short  sale)  and may  also  lend  portfolio
securities.  The use of these  investment  techniques is a specialized  activity

                                       14

<PAGE>

that  may be  considered  speculative  and  which  can  expose  the Fund and the
Portfolio  to  significant  risk of loss.  Successful  use of  these  investment
techniques is subject to the ability and performance of the investment  adviser.
The Fund's and the Portfolio's  ability to meet their investment  objectives may
be adversely affected by the use of these techniques. The writer of an option or
a party to an  equity  swap may  incur  losses  that  substantially  exceed  the
payments, if any, received from 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 the  Fund or the
Portfolio  has  insufficient  cash  to meet  margin,  collateral  or  settlement
requirements,   it  may  have  to  sell   assets  to  meet  such   requirements.
Alternatively, should the Fund or the Portfolio fail to meet these requirements,
the counterparty or broker may liquidate positions of the Fund or the Portfolio.
The Portfolio may also have to sell or deliver securities  holdings in the event
that it is not able to purchase securities on the open market to cover its short
positions or to close out or satisfy an exercise  notice with respect to options
positions it has sold.  In any of these cases,  such sales may be made at prices
or in circumstances that the investment adviser considers unfavorable.

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

Interest Rate Risk
------------------
The Fund's  primary  exposure to interest rate risk arises from  investments  in
real  estate  Qualifying  Assets  that are  financed  with  floating  rate  bank
borrowings.  The interest  rate on borrowings  under the Fund's credit  facility
(the  "Credit  Facility")  is reset at  regular  intervals  based on a fixed and
predetermined  premium to LIBOR for  short-term  extensions of credit.  The Fund
utilizes  cancelable  interest  rate  swap  agreements  to fix  the  cost of its
borrowings  over the term of the Credit  Facility  and to mitigate the impact of
interest  rate  changes on the Fund's  net asset  value.  Under the terms of the
interest  rate swap  agreements,  the Fund makes cash payments at fixed rates in
exchange for floating rate payments that fluctuate with  three-month  LIBOR. The
interest rate swap  agreements  are valued on an ongoing basis by the investment
adviser.   In  the  future,  the  Fund  may  use  other  interest  rate  hedging
arrangements (such as caps, floors and collars) to fix or limit borrowing costs.
The use of interest rate hedging arrangements is a specialized activity that may
be considered speculative and which can expose the Fund to significant loss.

The following table summarizes the contractual  maturities and  weighted-average
interest rates  associated  with the Fund's  significant  non-trading  financial
instruments.  The Fund has no market risk sensitive instruments held for trading
purposes.  This information  should be read in conjunction with Notes 6 and 7 to
the condensed consolidated financial statements.

                                       15


<PAGE>
                            Interest Rate Sensitivity
               Principal (Notional) Amount by Contractual Maturity
                      For the Twelve Months Ended March 31,

<TABLE>
<CAPTION>
<S>                        <C>        <C>        <C>        <C>        <C>        <C>              <C>         <C>

                           2002       2003       2004       2005       2006       Thereafter       Total       Fair Value
                         --------------------------------------------------------------------------------------------------

Rate sensitive
liabilities:
--------------
Long term debt-
 variable rate                                          618,000,000                             618,000,000    618,000,000
Credit Facility
Average interest
 rate                                                      5.29%                                   5.29%

Rate sensitive
 derivative
 financial
 instruments:
---------------
Pay fixed/
 Receive variable
 interest rate
 swap contracts                                         674,373,000                             674,373,000     19,002,862
Average pay rate                                           6.86%                                   6.86%
Average receive
 rate                                                      5.29%                                   5.29%

</TABLE>

Risks of Investing in Qualifying Assets and Leverage
----------------------------------------------------


The success of BREC's real estate  investments  depends in part on many  factors
related to the real estate market.  These factors include,  without  limitation,
general economic  conditions,  the supply and demand for different types of real
properties, the financial health of tenants, the timing of lease expirations and
terminations,  fluctuations  in rental rates and  operating  costs,  exposure to
adverse  environmental  conditions  and losses from  casualty  or  condemnation,
interest rates,  availability of financing,  managerial performance,  government
rules  and  regulations,  and  acts of God  (whether  or not  insured  against).
Partnership  Preference  Units also depend upon factors  relating to the issuing
partnerships that may affect such partnerships'  profitability and their ability
to make  distributions  to  holders  of  Partnership  Preference  Units.  BREC's
investment in a Real Estate Joint  Venture may be influenced by decisions  which
the Operating  Partner of such Venture may make on behalf of the property  owned
thereby and potential  changes in the specific real estate  sub-markets in which
the  properties  are  located.  The debt of each Real  Estate  Joint  Venture is
fixed-rate,  secured by the underlying  properties and with limited  recourse to
BREC.  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 BREC's equity interest. There can be no assurance that
BREC's  ownership  of  real  estate  investments  will be an  economic  success.
Moreover,  the success of any Real Estate Joint  Venture  investment  depends in
large part upon the  performance of the Operating  Partner.  Operating  Partners
will be subject to substantial  conflicts of interest in structuring,  operating
and winding up the Real Estate Joint Ventures.  Operating  Partners will have an
economic  incentive to maximize the prices at which they sell properties to Real
Estate  Joint  Ventures  and to  minimize  the  prices  at  which  they  acquire
properties  from Real  Estate  Joint  Ventures.  Operating  Partners  may devote

                                       16

<PAGE>

greater  attention or more resources to managing their  wholly-owned  properties
than  properties  held  by  Real  Estate  Joint  Ventures.   Future   investment
opportunities  identified  by  Operating  Partners  will more  likely be pursued
independently,  rather than through,  the Real Estate Joint Ventures.  Financial
difficulties  encountered  by Operating  Partners in their other  businesses may
interfere with the operations of Real Estate Joint Ventures.

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

The  valuations  of  Partnership  Preference  Units held by the Fund through its
investment in BREC fluctuate over time to reflect, among other factors,  changes
in interest rates,  changes in the perceived  riskiness of such units (including
call  risk),  changes  in the  perceived  riskiness  of  comparable  or  similar
securities trading in the public market and the relationship  between supply and
demand for  comparable  or  similar  securities  trading  in the public  market.
Increases in interest  rates and  increases in the  perceived  riskiness of such
units or comparable or similar securities will adversely affect the valuation of
the Partnership  Preference  Units.  The ongoing value of BREC's  investments in
Real Estate Joint Ventures will be substantially  uncertain.  BREC's investments
in Real Estate Joint Ventures generally will be stated at estimated market value
based on  independent  valuations,  assuming an orderly  disposition  of assets.
Detailed  investment   evaluations  will  be  performed  annually  and  reviewed
periodically.   Interim  valuations  will  reflect  results  of  operations  and
distributions,  and may be adjusted to reflect  significant  changes in economic
circumstances since the most recent independent evaluation.  Fluctuations in the
value of real estate investments  derived from changes in general interest rates
can be expected to be offset in part (but not  entirely) by changes in the value
of interest rate swap  agreements or other  interest rate hedges entered into by
the Fund with respect to its borrowings under the Credit Facility.  Fluctuations
in the value of real  estate  investments  derived  from other  factors  besides
general interest rate movements  (including  issuer-specific and sector-specific
credit concerns,  property-specific concerns and changes in interest rate spread
relationships)  will not be offset by changes in the value of interest rate swap
agreements or other  interest rate hedges  entered into by the Fund.  Changes in
the valuation of real estate  investments not offset by changes in the valuation
of interest rate swap  agreements or other  interest rate hedges entered into by
the Fund will cause the  performance of the Fund to deviate from the performance
of the Portfolio.  Over time, the  performance of the Fund can be expected to be
more volatile than the performance of the Portfolio.

                                       17

<PAGE>

PART II. OTHER INFORMATION

Item 1.  Legal Proceedings.
---------------------------

The Fund is not aware of any pending  legal  proceedings  to which the Fund 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:
--------------------------------------------------------------------------------

     (a) Exhibits
     21  List of subsidiaries




                                       18

<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 May 15, 2001.




                                   BELAIR 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




                                       19

<PAGE>


                                  EXHIBIT INDEX


21       List of subsidiaries




















                                       20