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, 2003
                                                 -------------
                          Commission File No. 000-25767
                                              ---------


                             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
                                    ----     ----

Indicate  by check mark  whether  the  registrant  is an  accelerated  filer (as
defined in Rule 12b-2 of the Exchange Act).

                                YES X      NO
                                    ----     ----

<PAGE>
                             BELAIR CAPITAL FUND LLC
                               Index to Form 10-Q

PART I FINANCIAL INFORMATION                                                Page

Item 1. Condensed Consolidated Financial Statements                            3

       Condensed Consolidated Statements of Assets and Liabilities as of
       June 30, 2003 (Unaudited) and December 31, 2002                         3

       Condensed Consolidated Statements of Operations (Unaudited) for the
       Three Months Ended June 30, 2003 and June 30, 2002 and
       for the Six Months Ended June 30, 2003 and June 30, 2002                4

       Condensed Consolidated Statements of Changes in Net Assets
       (Unaudited) for the Six Months Ended June 30, 2003 and June 30, 2002    6

       Condensed Consolidated Statements of Cash Flows (Unaudited)
       for the Six Months Ended June 30, 2003 and June 30, 2002                7

       Financial Highlights (Unaudited) for the Six Months Ended
       June 30, 2003                                                           9

       Notes to Condensed Consolidated Financial Statements
       as of June 30, 2003 (Unaudited)                                        10

Item 2. Management's Discussion and Analysis of Financial Condition
        and Results of Operations                                             15

Item 3. Quantitative and Qualitative Disclosures About Market Risk            19

Item 4. Controls and Procedures                                               22

PART II OTHER INFORMATION

Item 1. Legal Proceedings                                                     22

Item 2. Changes in Securities and Use of Proceeds                             22

Item 3. Defaults Upon Senior Securities                                       22

Item 4. Submission of Matters to a Vote of Security Holders                   22

Item 5. Other Information                                                     22

Item 6. Exhibits and Reports on Form 8-K                                      23

SIGNATURES                                                                    24

EXHIBIT INDEX                                                                 25

                                        2
<PAGE>
<TABLE>
PART I.   FINANCIAL INFORMATION
Item 1. Condensed Consolidated Financial Statements
------------------------------------------------------------------------------------------------------------------------------------

BELAIR CAPITAL FUND LLC
Condensed Consolidated Statements of Assets and Liabilities

                                                                                         June 30, 2003            December 31,
                                                                                          (Unaudited)                 2002
                                                                                          --------------        --------------
Assets:
<S>                                                                                       <C>                   <C>
    Investment in Belvedere Capital Fund Company LLC
       (Belvedere Capital)                                                                $1,436,699,926        $1,361,415,813
    Investment in Partnership Preference Units                                               414,357,194           391,195,982
    Investment in other real estate                                                          162,764,564           157,492,935
    Short-term investments                                                                             -             3,426,881
                                                                                          --------------        --------------
Total investments                                                                         $2,013,821,684        $1,913,531,611
    Cash                                                                                       6,746,964            16,067,430
    Escrow deposits - restricted                                                                  80,503             1,073,943
    Receivable for investments sold                                                                    -             4,952,435
    Dividends and interest receivable                                                          4,586,711             5,327,452
    Other assets                                                                               1,191,716             1,285,939
                                                                                          --------------        --------------
Total assets                                                                              $2,026,427,578        $1,942,238,810
                                                                                          --------------        --------------

Liabilities:
    Loan payable - Credit Facility                                                        $  532,769,000        $  540,769,000
    Mortgage payable                                                                         112,630,517           112,630,517
    Open interest rate swap contracts, at value                                               10,911,798            21,367,938
    Swap interest payable                                                                      1,376,146             5,029,500
    Security deposits                                                                            405,333               403,844
    Accrued expenses:
       Interest expense                                                                        1,695,805             1,787,051
       Property taxes                                                                            814,939               705,965
       Other expenses and liabilities                                                            384,601               706,227
    Minority interests in controlled subsidiaries                                             13,505,282            13,031,112
                                                                                          --------------        --------------
Total liabilities                                                                         $  674,493,421        $  696,431,154
                                                                                          --------------        --------------

Net assets                                                                                $1,351,934,157        $1,245,807,656

                                                                                          --------------        --------------
Shareholders' Capital                                                                     $1,351,934,157        $1,245,807,656
                                                                                          --------------        --------------

Shares Outstanding                                                                            13,135,313            13,485,660
                                                                                          --------------        --------------

Net asset value and redemption price per Share                                            $       102.92        $        92.38
                                                                                          --------------        --------------


                         See notes to unaudited condensed consolidated financial statements

                                               3
</TABLE>
<PAGE>
BELAIR CAPITAL FUND LLC
Condensed Consolidated Statements of Operations (Unaudited)

<TABLE>
                                                         Three Months       Three Months        Six Months          Six Months
                                                        Ended June 30,     Ended June 30,     Ended June 30,      Ended June 30,
                                                             2003              2002               2003                2002
                                                        ---------------    ---------------    ---------------     ---------------
<S>                                                     <C>                <C>                <C>                 <C>
Investment Income:
    Dividends allocated from Belvedere Capital
      (net of foreign taxes of $92,086, $94,275,
      $152,043 and $119,279, respectively)              $    5,051,085     $    5,276,280     $    9,972,661      $    9,920,640
    Interest allocated from Belvedere Capital                  158,005            124,003            249,852             279,142
    Expenses allocated from Belvedere Capital               (2,122,158)        (2,576,957)        (4,124,509)         (5,263,169)
                                                        ---------------    ---------------    ---------------     ---------------
    Net investment income allocated from
      Belvedere Capital                                 $    3,086,932     $    2,823,326     $    6,098,004      $    4,936,613
    Dividends from Partnership Preference Units              9,656,110          9,400,673         19,308,901          18,137,848
    Rental income                                            5,483,433          7,626,858         11,067,605          19,134,774
    Interest                                                    63,229             32,686            109,448              66,832
                                                        ---------------    ---------------    ---------------     ---------------
Total investment income                                 $   18,289,704     $   19,883,543     $   36,583,958      $   42,276,067
                                                        ---------------    ---------------    ---------------     ---------------

Expenses:
    Investment advisory and administrative fees         $    1,352,111     $    1,526,847     $    2,637,073      $    3,160,169
    Property management fees                                   222,039            307,859            444,666             771,106
    Servicing fees                                             131,906            148,286            247,720             316,379
    Interest expense on mortgages                            2,386,111          3,045,319          4,772,222           7,409,054
    Interest expense on Credit Facility                      2,422,481          3,324,638          4,971,353           6,715,232
    Interest expense on swap contracts                       4,875,697          7,526,723         11,984,376          14,887,050
    Property and maintenance expenses                        1,567,507          1,928,651          3,117,760           4,540,126
    Property taxes and insurance                               751,907            904,025          1,506,554           2,352,995
    Amortization of deferred expenses                                -             27,365              9,099              54,429
    Miscellaneous                                              183,543            132,364            310,141             404,510
                                                        ---------------    ---------------    ---------------     ---------------
Total expenses                                          $   13,893,302     $   18,872,077     $   30,000,964      $   40,611,050
                                                        ---------------    ---------------    ---------------     ---------------

Net investment income before
    minority interest in net income of
    controlled subsidiary                               $    4,396,402     $    1,011,466     $    6,582,994      $    1,665,017
Minority interest in net income
    of controlled subsidiary                                  (149,592)          (353,710)          (321,751)         (1,014,662)
                                                        ---------------    ---------------    ---------------     ---------------
                                                        $    4,246,810     $      657,756     $    6,261,243      $      650,355
                                                        ---------------    ---------------    ---------------     ---------------


                         See notes to unaudited condensed consolidated financial statements

                                               4
</TABLE>
<PAGE>
BELAIR CAPITAL FUND LLC
Condensed Consolidated Statements of Operations (Unaudited) (Continued)

<TABLE>
                                                         Three Months       Three Months        Six Months          Six Months
                                                        Ended June 30,     Ended June 30,     Ended June 30,      Ended June 30,
                                                             2003              2002               2003                2002
                                                        ---------------    ---------------    ---------------     ---------------
<S>                                                     <C>                <C>                <C>                <C>
Realized and Unrealized Gain (Loss)
   Net realized gain (loss) -
     Investment transactions from Belvedere
        Capital (identified cost basis)                 $    3,705,353     $ (129,614,629)    $   (2,191,186)    $ (140,883,693)
     Investment transactions in Partnership
        Preference Units (identified cost basis)                     -                  -                 92           (614,855)
     Investment transactions in other real estate                    -         (9,540,011)                 -         (9,540,011)
                                                        ---------------    ---------------    ---------------    ---------------
   Net realized gain (loss)                             $    3,705,353     $ (139,154,640)    $   (2,191,094)    $ (151,038,559)
                                                        ---------------    ---------------    ---------------    ---------------

   Change in unrealized appreciation
     (depreciation) -
      Investment in Belvedere Capital
         (identified cost basis)                        $  165,762,777     $  (83,763,480)    $  104,742,932     $  (61,358,538)
      Investments in Partnership Preference Units
         (identified cost basis)                             3,001,536         11,429,104         27,138,712          9,393,932
      Investments in other real estate
         (net of minority interests in unrealized
         gain (loss) of controlled subsidiaries of
         $519,169, $(683,217), $170,020
         and $(214,303), respectively)                         670,139         (2,235,555)           236,994         (2,704,469)
      Interest rate swap contracts                           4,213,887         (5,388,714)        10,456,140          2,130,496
                                                        ---------------    ---------------    ---------------    ---------------

   Net change in unrealized appreciation
     (depreciation)                                     $  173,648,339     $  (79,958,645)    $  142,574,778     $  (52,538,579)
                                                        ---------------    ---------------    ---------------    ---------------

   Net realized and unrealized gain (loss)              $  177,353,692     $ (219,113,285)    $  140,383,684     $ (203,577,138)
                                                        ---------------    ---------------    ---------------    ---------------

   Net increase (decrease) in net assets
     from operations                                    $  181,600,502     $ (218,455,529)    $  146,644,927     $ (202,926,783)
                                                        ===============    ===============    ===============    ===============


                         See notes to unaudited condensed consolidated financial statements

                                               5
</TABLE>
<PAGE>
BELAIR CAPITAL FUND LLC
Condensed Consolidated Statements of Changes in Net Assets (Unaudited)

<TABLE>
                                                                                           Six Months             Six Months
                                                                                         Ended June 30,         Ended June 30,
                                                                                             2003                    2002
                                                                                        ----------------       ----------------
<S>                                                                                     <C>                    <C>
Increase (Decrease) in Net Assets:
    Net investment income                                                               $     6,261,243        $       650,355
    Net realized loss from investment transactions                                           (2,191,094)          (151,038,559)
    Net change in unrealized appreciation (depreciation)
      of investments                                                                        142,574,778            (52,538,579)
                                                                                        ----------------       ----------------
Net increase (decrease) in net assets from operations                                   $   146,644,927        $  (202,926,783)
                                                                                        ----------------       ----------------

Transactions in Fund Shares -
    Net asset value of Fund Shares issued to Shareholders in
      payment of distributions declared                                                 $     2,956,829        $             -
    Net asset value of Fund Shares redeemed                                                 (36,867,282)           (45,221,183)
                                                                                        ----------------       ----------------
Net decrease in net assets from Fund Share transactions                                 $   (33,910,453)       $   (45,221,183)
                                                                                        ----------------       ----------------

Distributions -
    Distributions to Shareholders                                                       $    (6,607,973)       $             -
                                                                                        ----------------       ----------------
Total distributions                                                                     $    (6,607,973)       $             -
                                                                                        ----------------       ----------------

Net increase (decrease) in net assets                                                   $   106,126,501        $  (248,147,966)

Net assets:
    At beginning of period                                                              $ 1,245,807,656        $ 1,687,637,826
                                                                                        ----------------       ----------------
    At end of period                                                                    $ 1,351,934,157        $ 1,439,489,860
                                                                                        ================       ================


                         See notes to unaudited condensed consolidated financial statements

                                               6
</TABLE>
<PAGE>
BELAIR CAPITAL FUND LLC
Condensed Consolidated Statements of Cash Flows (Unaudited)

<TABLE>
                                                                                           Six Months             Six Months
                                                                                         Ended June 30,         Ended June 30,
                                                                                             2003                    2002
                                                                                        ----------------       ----------------
<S>                                                                                     <C>                    <C>
Cash Flows From (For) Operating Activities -
Net increase (decrease) in net assets from operations                                   $ 146,644,927          $(202,926,783)
Adjustments to reconcile net increase (decrease) in net assets from
    operations to net cash flows from operating activities -
      Amortization of debt issuance costs                                                      81,161                105,576
      Amortization of deferred expenses                                                         9,099                 54,429
      Net investment income allocated from Belvedere Capital                               (6,098,004)            (4,936,613)
      Decrease (increase) in escrow deposits                                                  993,440                 (5,390)
      Decrease in receivable for investments sold                                           4,952,435                      -
      Increase in interest receivable from other real estate                                  (65,074)                     -
      Decrease (increase) in other assets                                                       3,963               (237,693)
      Decrease (increase) in dividends and interest receivable                                740,741             (5,172,141)
      (Decrease) increase in interest payable for open swap contracts                      (3,653,354)               230,105
      Decrease in security deposits, accrued interest and accrued
        other expenses and liabilities                                                       (411,383)               (33,954)
      Decrease in cash in connection with sale of majority
        interest in controlled subsidiary                                                           -             (2,429,734)
      Increase (decrease) in accrued property taxes                                           108,974               (532,664)
      Purchases of Partnership Preference Units                                                     -            (30,488,829)
      Proceeds from sale of investments in other real estate                                        -             32,965,765
      Proceeds from sale of Partnership Preference Units                                            -             18,708,345
      Improvements to rental property                                                        (821,949)              (747,548)
      Net (increase) decrease in investment in Belvedere Capital                           (3,500,000)             1,864,615
      Decrease in minority interest                                                                 -                (52,500)
      Decrease in short-term investments                                                    3,426,881              4,559,775
      Minority interest in net income of controlled subsidiary                                321,751              1,014,662
      Net realized loss from investment transactions                                        2,191,094            151,038,559
      Net change in unrealized (appreciation) depreciation of
        investments                                                                      (142,574,778)            52,538,579
                                                                                        ----------------       ----------------
Net cash flows from operating activities                                                $   2,349,924          $  15,516,561

Cash Flows From (For) Financing Activities -
    Repayment of Credit Facility                                                        $  (8,000,000)         $ (15,000,000)
    Payments for Fund Shares redeemed                                                          (1,646)            (3,290,609)
    Distributions paid to Shareholders                                                     (3,651,144)                     -
    Distributions paid to minority shareholders                                               (17,600)            (1,098,369)
                                                                                        ----------------       ----------------
Net cash flows for financing activities                                                 $ (11,670,390)         $ (19,388,978)

Net decrease in cash                                                                    $  (9,320,466)         $  (3,872,417)

Cash at beginning of period                                                             $  16,067,430          $   6,540,394
                                                                                        ----------------       ----------------
Cash at end of period                                                                   $   6,746,964          $   2,667,977
                                                                                        ================       ================


                         See notes to unaudited condensed consolidated financial statements

                                               7
</TABLE>
<PAGE>
BELAIR CAPITAL FUND LLC
Condensed Consolidated Statements of Cash Flows (Unaudited) (Continued)
<TABLE>
                                                                                           Six Months             Six Months
                                                                                         Ended June 30,         Ended June 30,
                                                                                             2003                    2002
                                                                                        ----------------       ----------------
<S>                                                                                     <C>                    <C>
Supplemental Disclosure and Non-cash Investing and
     Financing Activities -
      Interest paid on loan - Credit Facility                                           $     4,933,537        $    6,957,413
      Interest paid on swap contracts                                                   $    15,637,730        $   14,656,945
      Interest paid on mortgages                                                        $     4,691,061        $    7,956,582
      Market value of securities distributed in payment of
         redemptions                                                                    $    36,865,637        $   41,930,574
      Partnership Preference Units exchanged for a real estate equity
         investment and an investment in note receivable                                $    (3,977,592)       $            -
      Market value of real estate equity investment                                     $     1,907,012        $            -
      Investment in note receivable                                                     $     2,070,580        $            -
      Market value of real property and other assets, net
         of current liabilities, disposed of in conjunction with
         sale of real estate investment in Katahdin                                     $             -        $  169,610,451
      Mortgage disposed of in conjunction with sale of
         real estate investment in Katahdin                                             $             -        $  115,850,000


                         See notes to unaudited condensed consolidated financial statements

                                               8
</TABLE>
<PAGE>
BELAIR CAPITAL FUND LLC as of June 30, 2003
Condensed Consolidated Financial Statements (Continued)

<TABLE>
Financial Highlights (Unaudited)

For the Six Months Ended June 30, 2003
------------------------------------------------------------------------------------------------------------------------------------
<S>                                     <C>                                     <C>                         <C>
Net asset value - Beginning of period                                                                    $       92.380
------------------------------------------------------------------------------------------------------------------------------------

Income (loss) from operations
------------------------------------------------------------------------------------------------------------------------------------
Net investment income (6)                                                                                $        0.468
Net realized and unrealized gain                                                                                 10.562
------------------------------------------------------------------------------------------------------------------------------------
Total income from operations                                                                             $       11.030
------------------------------------------------------------------------------------------------------------------------------------

Distributions
------------------------------------------------------------------------------------------------------------------------------------
Distributions to Shareholders                                                                            $       (0.490)
------------------------------------------------------------------------------------------------------------------------------------
Total distributions                                                                                      $       (0.490)
------------------------------------------------------------------------------------------------------------------------------------

Net asset value - End of period                                                                          $      102.920
------------------------------------------------------------------------------------------------------------------------------------

Total Return (1)                                                                                                  11.99%
------------------------------------------------------------------------------------------------------------------------------------

                                                                               As a Percentage            As a Percentage
                                                                               of Average Net             of Average Gross
Ratios                                                                           Assets (5)                 Assets (2)(5)
------------------------------------------------------------------------------------------------------------------------------------
Expenses of Consolidated Real Property Subsidiaries
    Interest and other borrowing costs  (7)                                     0.56%    (8)                0.37%     (8)
    Operating expenses  (7)                                                     0.60%    (8)                0.40%     (8)
Belair Capital Fund LLC Expenses
    Interest and other borrowing costs  (4)                                     2.71%    (8)                1.82%     (8)
    Investment advisory and administrative fees,
       servicing fees and other Fund operating expenses (3)(4)                  1.16%    (8)                0.78%     (8)
                                                                               ------------------------------------------
Total expenses                                                                  5.03%    (8)                3.37%     (8)

Net investment income                                                           1.00%    (8)                0.67%     (8)
------------------------------------------------------------------------------------------------------------------------------------

Supplemental Data
------------------------------------------------------------------------------------------------------------------------------------
Net assets, end of period (000's omitted)                                                                $    1,351,934
Portfolio Turnover of Tax-Managed Growth Portfolio (the Portfolio)                                                   11%
------------------------------------------------------------------------------------------------------------------------------------
(1)    Returns are calculated by determining the percentage change in net asset value with all distributions reinvested.  Total
       return is not computed on an annualized basis.
(2)    Average Gross Assets is defined as the average daily amount of all assets of Belair Capital Fund LLC (Belair Capital) (not
       including its investment in Belair Real Estate Corporation (Belair Real Estate)) plus all assets of Belair Real Estate minus
       the sum of their liabilities other than the principal amount of money borrowed.  For this purpose, the assets of Belair Real
       Estate's controlled subsidiary are reduced by the proportionate interests therein of investors other than Belair Real Estate.
(3)    Includes Belair Capital's share of Belvedere Capital Fund Company LLC's allocated expenses, including those expenses
       allocated from the Portfolio.
(4)    Includes the expenses of Belair Capital and Belair Real Estate.  Does not include expenses of the real estate subsidiary
       majority-owned by Belair Real Estate.
(5)    For the purpose of calculating ratios, the income and expenses of Belair Real Estate's controlled subsidiary are reduced by
       the proportionate interests therein of investors other than Belair Real Estate.
(6)    Calculated using average shares outstanding.
(7)    Includes Belair Real Estate's proportional share of expenses incurred by its majority-owned subsidiary.
(8)    Annualized.


                         See notes to unaudited condensed consolidated financial statements

                                               9
</TABLE>
<PAGE>
BELAIR CAPITAL FUND LLC as of June 30, 2003
Notes To Condensed Consolidated Financial Statements (Unaudited)

1 Basis of Presentation

The condensed  consolidated  interim financial statements of Belair Capital Fund
LLC (Belair  Capital) and its  subsidiaries  (collectively,  the Fund) have been
prepared by the Fund,  without audit, in accordance  with accounting  principles
generally  accepted  in the  United  States of  America  for  interim  financial
information and with the  instructions to Form 10-Q and Article 10 of Regulation
S-X. Accordingly, certain information and footnote disclosures normally included
in annual financial statements prepared in accordance with accounting principles
generally  accepted  in the United  States of  America  have been  condensed  or
omitted as permitted by such rules and regulations. All adjustments,  consisting
of normal recurring  adjustments,  have been included.  Management believes that
the disclosures are adequate to present fairly the financial  position,  results
of  operations,  cash flows and  financial  highlights  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 interim periods are
not necessarily indicative of those to be expected for the full fiscal year.

The balance  sheet at December  31, 2002 has been  derived from the December 31,
2002 audited  financial  statements but does not include all of the  information
and footnotes required by accounting principles generally accepted in the United
States  of  America  for  complete  financial  statements  as  permitted  by the
instructions to Form 10-Q and Article 10 of Regulation S-X.

Certain  amounts  in  the  prior  period's  condensed   consolidated   financial
statements   have  been   reclassified   to  conform  with  the  current  period
presentation.

2 Investment Transactions

The following table  summarizes the Fund's  investment  transactions for the six
months ended June 30, 2003 and June 30, 2002:

<TABLE>
                                                                SIX MONTHS ENDED        SIX MONTHS ENDED
                  INVESTMENT TRANSACTION                          JUNE 30, 2003           JUNE 30, 2002
------------------------------------------------------------------------------------------------------------
<S>                                                                    <C>                    <C>
Increases in investment in Belvedere Capital                           $   4,000,000          $  69,951,562
Decreases in investment in Belvedere Capital                           $  37,365,637          $ 113,746,750
Purchases of Partnership Preference Units                              $           -          $  30,488,829
Sales of Partnership Preference Units (1)                              $           -          $  18,708,345
Sales of other real estate (2)                                         $           -          $  32,965,765
------------------------------------------------------------------------------------------------------------
</TABLE>
(1)  Sales of Partnership  Preference Units during the six months ended June 30,
     2002 include Partnership  Preference Units sold to other funds sponsored by
     Eaton  Vance  Management  (Eaton  Vance) for which a loss of  $775,295  was
     recognized.
(2)  During the six months ended June 30, 2002,  Belair Real Estate  Corporation
     (Belair Real Estate) sold its majority  interest in Katahdin Property Trust
     LLC  (Katahdin)  to  another  fund  sponsored  by  Eaton  Vance.  A loss of
     $9,540,011 was recognized on the transaction.

During  the six months  ended  June 30,  2003,  the Fund  exchanged  Partnership
Preference  Units in the amount of  $3,977,592  for an equity  investment in two
private real estate  companies  affiliated with the issuer of such formerly held
Partnership  Preference Units and a note receivable in the amounts of $1,907,012
and $2,070,580,  respectively.  The secured note receivable earns interest of 8%
per annum and matures in February 2013 or on demand.

                                       10
<PAGE>
3 Indirect Investment in Portfolio

The following  table  summarizes  the Fund's  investment in  Tax-Managed  Growth
Portfolio (the Portfolio)  through Belvedere Capital Fund Company LLC (Belvedere
Capital),  for the six months ended June 30, 2003 and June 30,  2002,  including
allocations of income and expenses for the respective periods then ended:

<TABLE>
                                                                    SIX MONTHS ENDED       SIX MONTHS ENDED
                                                                      JUNE 30, 2003          JUNE 30, 2002
---------------------------------------------------------------------------------------------------------------
<S>                                                                      <C>                    <C>
Belvedere Capital's interest in the Portfolio (1)                        $9,599,217,401         $9,414,074,868
The Fund's investment in Belvedere Capital (2)                           $1,436,699,926         $1,578,920,235
Income allocated to Belvedere Capital from the Portfolio                  $  66,798,353          $  59,178,086
Income allocated to the Fund from Belvedere Capital                       $  10,222,513          $  10,199,782
Expenses allocated to Belvedere Capital from the Portfolio                $  20,113,419          $  22,716,704
Expenses allocated to the Fund from Belvedere Capital                     $   4,124,509          $   5,263,169
---------------------------------------------------------------------------------------------------------------
</TABLE>
(1)  As of June 30, 2003 and 2002, the value of Belvedere  Capital's interest in
     the Portfolio  represents  61.7% and 57.0% of the  Portfolio's  net assets,
     respectively.
(2)  As of June 30, 2003 and 2002,  the Fund's  investment in Belvedere  Capital
     represents 15.0% and 16.8% of Belvedere Capital's net assets, respectively.

A summary of the  Portfolio's  Statement of Assets and  Liabilities  at June 30,
2003,  December 31, 2002 and June 30, 2002 and its operations for the six months
ended June 30, 2003, for the year ended December 31, 2002 and for the six months
ended June 30, 2002 follows:

<TABLE>
                                           June 30,            December 31,             June 30,
                                             2003                  2002                   2002
                                     ------------------------------------------------------------------
<S>                                      <C>                    <C>                   <C>
Investments, at value                    $ 15,616,951,272       $ 14,544,149,182      $ 16,438,266,069
Other assets                                   26,660,614             70,073,039           258,245,026
-------------------------------------------------------------------------------------------------------
Total assets                             $ 15,643,611,886       $ 14,614,222,221      $ 16,696,511,095
Total liabilities                              93,843,137             42,700,633           171,302,142
-------------------------------------------------------------------------------------------------------
Net assets                               $ 15,549,768,749       $ 14,571,521,588      $ 16,525,208,953
=======================================================================================================
Dividends and interest                   $    109,393,140       $    213,292,082      $    104,789,317
-------------------------------------------------------------------------------------------------------
Investment adviser fee                   $     31,979,032       $     71,564,552      $     38,983,369
Other expenses                                    985,298              2,577,489             1,249,484
-------------------------------------------------------------------------------------------------------
Total expenses                           $     32,964,330       $     74,142,041      $     40,232,853
-------------------------------------------------------------------------------------------------------
Net investment income                    $     76,428,810       $    139,150,041      $     64,556,464
Net realized losses                           (29,306,399)          (459,996,840)         (198,388,599)
Net change in unrealized
    appreciation (depreciation)             1,126,151,279         (3,312,547,564)       (1,921,047,828)
-------------------------------------------------------------------------------------------------------
Net increase (decrease) in net
    assets from operations               $  1,173,273,690       $ (3,633,394,363)     $ (2,054,879,963)
-------------------------------------------------------------------------------------------------------
</TABLE>

4 Cancelable Interest Rate Swap Agreements

Belair  Capital has entered into  cancelable  interest  rate swap  agreements in
connection with its real estate investments and the associated borrowings. Under
such  agreements,  Belair Capital has agreed to make periodic  payments at fixed
rates in exchange for payments at floating  rates.  The notional or  contractual
amounts  of  these  instruments  may  not  necessarily   represent  the  amounts
potentially  subject to risk. The measurement of the risks associated with these
investments is meaningful only when  considered in conjunction  with all related
assets,  liabilities and agreements.  As of June 30, 2003 and December 31, 2002,
Belair Capital has entered into  cancelable  interest rate swap  agreements with
Merrill Lynch Capital Services, Inc. as listed below.

                                       11
<PAGE>
<TABLE>
                                                      Initial                                         Unrealized
Notional Amount                                      Optional                       Unrealized       Depreciation
    (000's          Fixed          Floating         Termination      Maturity      Depreciation     At December 31,
   omitted)         Rate             Rate              Date            Date      At June 30, 2003        2002
----------------------------------------------------------------------------------------------------------------------
<S>    <C>            <C>           <C>                <C>             <C>               <C>              <C>
       $120,000       6.715%  LIBOR+0.45%              2/03            2/05              $      -*        $   592,865
         50,000        6.84%  LIBOR+0.45%              2/03            2/05                     -*            253,428
        150,000       6.835%  LIBOR+0.45%              4/03            4/05                     -*          2,209,596
         20,000        6.67%  LIBOR+0.45%              6/03            2/05                     -*            462,191
         75,000        6.68%  LIBOR+0.45%              6/03            2/05                     -*          1,736,787
         80,000       6.595%  LIBOR+0.45%              6/03            2/05                     -*          1,820,237
         14,709        6.13%  LIBOR+0.45%              11/03           2/05                258,737            553,844
         34,951        6.34%  LIBOR+0.45%              2/04            2/05              1,049,507          1,729,610
          5,191        6.49%  LIBOR+0.45%              2/04            2/05                165,072            269,419
         24,902       7.077%  LIBOR+0.45%              7/04            2/05              1,431,871          1,906,989
         10,471        7.37%  LIBOR+0.45%              9/04            2/05                727,188            922,144
         19,149        7.89%  LIBOR+0.45%              2/04            2/05                763,652          1,284,855
         70,000        7.71%  LIBOR+0.45%              2/05            2/05              6,515,771          7,625,973
----------------------------------------------------------------------------------------------------------------------
                                                                                      $ 10,911,798       $ 21,367,938
----------------------------------------------------------------------------------------------------------------------
</TABLE>
*    Agreement was terminated on the Initial Optional Termination Date.

5 Debt

Credit  Facility - Effective on July 15, 2003,  Belair  Capital  refinanced  the
existing Credit Facility with Merrill Lynch  International Bank Limited with two
new  credit  arrangements  (collectively,  the  New  Credit  Facility)  totaling
$615,000,000.  The New Credit Facility has a seven-year maturity and will expire
on June 25, 2010. Belair Capital's obligations under the New Credit Facility are
secured  by a pledge of its  assets,  excluding  the  assets of Bel  Residential
Properties Trust (Bel Residential).

The credit arrangement with DrKW Holdings, Inc. is for $515,000,000. This credit
arrangement  accrues interest at a rate of one-month LIBOR + 0.30% per annum. As
of July 15, 2003,  outstanding  borrowings under this credit arrangement totaled
$515,000,000.

The credit  arrangement  with Merrill Lynch Mortgage Capital is for $100,000,000
and  includes  the ability to issue  letters of credit up to  $10,000,000.  This
credit  arrangement  accrues  interest at a rate of one-month  LIBOR + 0.38% per
annum.  A  commitment  fee of 0.10% per annum is paid on the  unused  commitment
amount.  Belair  Capital  pays all fees  associated  with issuing the letters of
credit.  As  of  July  15,  2003,   outstanding  borrowings  under  this  credit
arrangement totaled $17,769,000, as well as one letter of credit outstanding for
$1,354,068.  The letter of credit was issued as a substitute for funding certain
mortgage escrow accounts  required by the lender of Bel Residential.  The letter
of credit expires in 2004 and automatically extends for one-year periods, not to
extend beyond June 15, 2010.  Fees paid or accrued under the terms of the letter
of credit issued under the existing Credit Facility totaled $5,372,  for the six
months ended June 30, 2003.

6 Segment Information

Belair  Capital  pursues  its  investment   objective   primarily  by  investing
indirectly  in the  Portfolio  through  Belvedere  Capital.  The  Portfolio is a
diversified  investment company that emphasizes  investments in common stocks of
domestic and foreign growth  companies that are considered to be high in quality
and  attractive  in their  long-term  investment  prospects.  Separate  from its
investment in Belvedere  Capital,  Belair Capital  invests in real estate assets
through its subsidiary  Belair Real Estate.  Belair Real Estate invests directly
in Partnership  Preference Units and debt and equity investments in private real
estate  companies,   and  indirectly  in  real  property  through  a  controlled
subsidiary,  Bel Residential.  At June 30, 2002, Belair Real Estate's controlled
subsidiaries also included Katahdin (for the period from January 1, 2002 through
May 21, 2002).

                                       12
<PAGE>
Belair Capital evaluates performance of the reportable segments based on the net
increase  (decrease) in net assets from  operations of the  respective  segment,
which  includes net  investment  income  (loss),  net  realized  gain (loss) and
unrealized gain (loss). The accounting  policies of the reportable  segments are
the same as those for Belair  Capital on a  consolidated  basis.  No  reportable
segments have been aggregated. Reportable information by segment is as follows:

<TABLE>
FOR THE THREE MONTHS ENDED                              TAX-MANAGED GROWTH          REAL
JUNE 30, 2003                                               PORTFOLIO*             ESTATE               TOTAL
---------------------------------------------------------------------------------------------------------------------
<S>                                                      <C>                <C>                <C>
Revenue                                                  $    3,086,932     $  15,191,521      $    18,278,453
Interest expense on mortgages                                         -        (2,386,111)          (2,386,111)
Interest expense on Credit Facility                                   -        (2,324,317)          (2,324,317)
Interest expense on swap contracts                                    -        (4,875,697)          (4,875,697)
Operating expenses                                             (543,486)       (3,455,002)          (3,998,488)
Minority interest in net income of controlled
  subsidiaries                                                        -          (149,592)            (149,592)
---------------------------------------------------------------------------------------------------------------------
NET INVESTMENT INCOME                                    $    2,543,446     $   2,000,802      $     4,544,248
Net realized gain                                             3,705,353                 -            3,705,353
Change in unrealized gain (loss)                            165,762,777         7,885,562          173,648,339
---------------------------------------------------------------------------------------------------------------------
NET INCREASE IN NET ASSETS FROM OPERATIONS OF
  REPORTABLE SEGMENTS                                    $  172,011,576     $   9,866,364      $   181,897,940
---------------------------------------------------------------------------------------------------------------------

FOR THE THREE MONTHS ENDED                              TAX-MANAGED GROWTH          REAL
JUNE 30, 2002                                               PORTFOLIO*             ESTATE               TOTAL
---------------------------------------------------------------------------------------------------------------------
Revenue                                                  $    2,823,326     $  17,042,453      $    19,865,779
Interest expense on mortgages                                         -        (3,045,319)          (3,045,319)
Interest expense on Credit Facility                                   -        (3,292,051)          (3,292,051)
Interest expense on swap contracts                                    -        (7,526,723)          (7,526,723)
Operating expenses                                             (671,138)       (4,037,741)          (4,708,879)
Minority interest in net income of controlled
  subsidiaries                                                        -          (353,710)            (353,710)
---------------------------------------------------------------------------------------------------------------------
NET INVESTMENT INCOME (LOSS)                             $    2,152,188     $  (1,213,091)     $       939,097
Net realized loss                                          (129,614,629)       (9,540,011)        (139,154,640)
Change in unrealized gain (loss)                            (83,763,480)        3,804,835          (79,958,645)
---------------------------------------------------------------------------------------------------------------------
NET DECREASE IN NET ASSETS FROM OPERATIONS OF
  REPORTABLE SEGMENTS                                    $ (211,225,921)    $  (6,948,267)     $  (218,174,188)
---------------------------------------------------------------------------------------------------------------------

FOR THE SIX MONTHS ENDED                                TAX-MANAGED GROWTH          REAL
JUNE 30, 2003                                               PORTFOLIO*             ESTATE               TOTAL
---------------------------------------------------------------------------------------------------------------------
Revenue                                                  $    6,098,004     $  30,456,141      $    36,554,145
Interest expense on mortgages                                         -        (4,772,222)          (4,772,222)
Interest expense on Credit Facility                                   -        (4,822,212)          (4,822,212)
Interest expense on swap contracts                                    -       (11,984,376)         (11,984,376)
Operating expenses                                           (1,047,225)       (6,825,261)          (7,872,486)
Minority interest in net income of controlled
  subsidiaries                                                        -          (321,751)            (321,751)
---------------------------------------------------------------------------------------------------------------------
NET INVESTMENT INCOME                                    $    5,050,779     $   1,730,319      $     6,781,098
Net realized (loss) gain                                     (2,191,186)               92           (2,191,094)
Change in unrealized gain (loss)                            104,742,932        37,831,846          142,574,778
---------------------------------------------------------------------------------------------------------------------
NET INCREASE IN NET ASSETS FROM OPERATIONS OF
  REPORTABLE SEGMENTS                                    $  107,602,525     $  39,562,257      $   147,164,782
---------------------------------------------------------------------------------------------------------------------

FOR THE SIX MONTHS ENDED                                TAX-MANAGED GROWTH          REAL
JUNE 30, 2002                                               PORTFOLIO*             ESTATE               TOTAL
---------------------------------------------------------------------------------------------------------------------
Revenue                                                  $    4,936,613     $  37,314,464      $    42,251,077
Interest expense on mortgages                                         -        (7,409,054)          (7,409,054)
Interest expense on Credit Facility                                   -        (6,580,927)          (6,580,927)
Interest expense on swap contracts                                    -       (14,887,050)         (14,887,050)
Operating expenses                                           (1,368,890)       (9,722,145)         (11,091,035)
Minority interest in net income of controlled
                                                          13
<PAGE>
  subsidiaries                                                        -        (1,014,662)          (1,014,662)
---------------------------------------------------------------------------------------------------------------------
NET INVESTMENT INCOME (LOSS)                             $    3,567,723     $  (2,299,374)     $     1,268,349
Net realized loss                                          (140,883,693)      (10,154,866)        (151,038,559)
Change in unrealized gain (loss)                            (61,358,538)        8,819,959          (52,538,579)
---------------------------------------------------------------------------------------------------------------------
NET DECREASE IN NET ASSETS FROM OPERATIONS OF
  REPORTABLE SEGMENTS                                    $ (198,674,508)    $  (3,634,281)     $  (202,308,789)
---------------------------------------------------------------------------------------------------------------------

                                                        TAX-MANAGED GROWTH          REAL
AT JUNE 30, 2003                                            PORTFOLIO*             ESTATE               TOTAL
---------------------------------------------------------------------------------------------------------------------
Segment assets                                           $1,436,699,926     $ 586,131,417      $ 2,022,831,343
Segment liabilities                                                   -       658,365,805          658,365,805
---------------------------------------------------------------------------------------------------------------------
NET ASSETS OF REPORTABLE SEGMENTS                        $1,436,699,926     $ (72,234,388)     $ 1,364,465,538
---------------------------------------------------------------------------------------------------------------------

AT DECEMBER 31, 2002
---------------------------------------------------------------------------------------------------------------------
Segment assets                                           $1,366,368,248     $ 558,359,888      $ 1,924,728,136
Segment liabilities                                                   -       685,527,420          685,527,420
---------------------------------------------------------------------------------------------------------------------
NET ASSETS OF REPORTABLE SEGMENTS                        $1,366,368,248     $(127,167,532)     $ 1,239,200,716
---------------------------------------------------------------------------------------------------------------------
*Belair Capital invests  indirectly in Tax-Managed  Growth Portfolio through Belvedere Capital.
</TABLE>

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

                                               THREE MONTHS      THREE MONTHS       SIX MONTHS            SIX MONTHS
                                                  ENDED              ENDED            ENDED                 ENDED
                                              JUNE 30, 2003      JUNE 30, 2002     JUNE 30, 2003        JUNE 30, 2002
                                             ----------------- ------------------ ------------------ -------------------
<S>                                              <C>             <C>                  <C>                <C>
Revenue:
  Revenue from reportable segments               $ 18,278,453    $   19,865,779       $  36,554,145      $   42,251,077
  Unallocated revenue                                  11,251            17,764              29,813              24,990
                                             ----------------- ------------------ ------------------ -------------------
TOTAL REVENUE                                    $ 18,289,704    $   19,883,543       $  36,583,958      $   42,276,067
                                             ----------------- ------------------ ------------------ -------------------

Net increase (decrease) in net assets from
  operations:
  Net increase (decrease) in net assets
     from operations of reportable segments      $181,897,940    $ (218,174,188)      $ 147,164,782      $ (202,308,789)
  Unallocated revenue                                  11,251            17,764              29,813              24,990
  Unallocated expenses **                            (308,689)         (299,105)           (549,668)           (642,984)
                                             ----------------- ------------------ ------------------ -------------------
TOTAL NET INCREASE (DECREASE) IN NET
  ASSETS FROM OPERATIONS                         $181,600,502    $ (218,455,529)      $ 146,644,927      $ (202,926,783)
                                             ----------------- ------------------ ------------------ -------------------
</TABLE>
** Unallocated  expenses  include Belair Capital's cost to operate the Fund such
as servicing fees, as well as other miscellaneous administrative costs of Belair
Capital.

<TABLE>
                                                                                                         DECEMBER 31,
                                                                                    JUNE 30, 2003            2002
                                                                                  ------------------ -------------------
<S>                                                                                 <C>                 <C>
Net assets:
  Net assets of reportable segments                                                 $ 1,364,465,538     $ 1,239,200,716
  Unallocated cash                                                                        3,596,235          14,074,693
  Short-term investments                                                                          -           3,426,881
  Other assets                                                                                    -               9,100
  Loan payable - Credit Facility                                                        (15,983,070)        (10,815,380)
  Other liabilities                                                                        (144,546)            (88,354)
                                                                                  ------------------ -------------------
TOTAL NET ASSETS                                                                    $ 1,351,934,157     $ 1,245,807,656
                                                                                  ------------------ -------------------
</TABLE>

                                       14
<PAGE>
ITEM 2. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.

The information in this report contains  forward-looking  statements  within the
meaning of the federal securities laws. Forward-looking statements typically are
identified by use of terms such as "may," "will," "should,"  "might,"  "expect,"
"anticipate,"  "estimate,"  and similar  words,  although  some  forward-looking
statements are expressed differently.  The actual results of Belair Capital Fund
LLC  (the  Fund)  could   differ   materially   from  those   contained  in  the
forward-looking  statements due to a number of factors.  The Fund  undertakes no
obligation  to update  publicly  any  forward-looking  statements,  whether as a
result of new information,  future events,  or otherwise,  except as required by
applicable  law.  Factors  that could  affect the Fund's  performance  include a
decline in the U.S.  stock markets or in general  economic  conditions,  adverse
developments  affecting the real estate  industry,  or  fluctuations in interest
rates.

The following discussion should be read in conjunction with the Fund's unaudited
condensed consolidated financial statements and related notes in Item 1 above.

RESULTS OF  OPERATIONS  FOR THE  QUARTER  ENDED JUNE 30,  2003  COMPARED  TO THE
QUARTER ENDED JUNE 30, 2002

PERFORMANCE  OF THE FUND.1 The Fund's  total  return was 15.23% for the  quarter
ended June 30,  2003.  This return  reflects an increase in the Fund's net asset
value per share from $89.32 to $102.92 during the period.  For  comparison,  the
Standard  &  Poor's  500  Index  (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 15.39% over the same period.  The  performance of the Fund
exceeded that of Tax-Managed  Growth  Portfolio (the Portfolio) by approximately
1.69% during the period.  Last year, the Fund had a total return  performance of
-13.07% for the quarter ended June 30, 2002. This return reflected a decrease in
the Fund's net asset value per share from $118.49 to $103.00  during the period.
For comparison,  the S&P 500 had a total return of -13.39% over the same period.
The performance of the Fund trailed that of the Portfolio by approximately 1.43%
during that period.

PERFORMANCE OF THE PORTFOLIO.  The total return of the Portfolio for the quarter
ended June 30, 2003 was 13.54% compared to the 15.39% return achieved by the S&P
500 over the same  period.  The S&P 500 enjoyed a strong  rally in the  quarter,
posting its best quarterly return since the fourth quarter of 1998.  Encouraging
fiscal and monetary policies,  resilient consumer spending and positive earnings
momentum  contributed to the market's  strength  during the period.  In general,
small capitalization  stocks outperformed large  capitalization  holdings during
the quarter and value investing outperformed growth, a continuing theme from the
same period last year.  The total return of the  Portfolio for the quarter ended
June 30, 2002 was -11.64%.

The  performance of the Portfolio  trailed the performance of the S&P 500 during
the quarter ended June 30, 2003 primarily due to the Portfolio's relatively more
defensive  tilt and its  de-emphasis  of stocks  considered  by the  Portfolio's
investment adviser, Boston Management and Research (Boston Management), to be of
lower quality. Higher volatility, lower quality stocks exhibited strong momentum
across most industry groups during the period.

The Portfolio's  sector  allocation  during the quarter remained very similar to
its positioning relative to the S&P 500 during the year ended December 31, 2002,
with  no  major  sector  or  industry  shifts.   The  Portfolio's   exposure  to
pharmaceuticals  in the health care sector and media investments in the consumer
discretionary sector was particularly  beneficial to the Portfolio's performance
during the quarter.

Boston  Management  remained  cautious in the technology and  telecommunications
sectors during the quarter,  maintaining an underweight allocation comparable to
the same period a year ago. The Portfolio continued its de-emphasis of stocks in
the  semiconductor  equipment,   peripherals,   and  wireless  telecommunication
industries.  This posture has added to performance  over longer time periods and
during the same period a year ago,  but  hindered  the  Portfolio's  performance
during the second quarter of 2003.

The Portfolio's  overweight of the industrials sector in the areas of airfreight
logistics and aerospace and defense,  another  continuing  theme from last year,
detracted  from  quarterly  results,  but  has  positively  contributed  to  the
Portfolio's  longer-term returns. The Portfolio's  continued  de-emphasis of the
utilities and materials  sectors and the quality of its stock selection in those
sectors was beneficial to performance during the quarter.

1 Past  performance  is no guarantee of future  results.  Investment  return and
principal value will fluctuate so that Shares, when redeemed,  may be worth more
or less than their  original  cost.  Comparison  to the S&P 500 is for reference
only. It is not possible to invest directly in an index.

                                       15
<PAGE>
PERFORMANCE  OF REAL ESTATE  INVESTMENTS.  The Fund's  real  estate  investments
include  Partnership  Preference  Units and an interest  in a Real Estate  Joint
Venture.  For the  quarter  ended  June 30,  2003,  the  Fund's  investments  in
Partnership  Preference Units continued to benefit from declining interest rates
and  tightening  spreads in  income-oriented  securities,  particularly  in real
estate-related  securities.  At June 30, 2003,  the estimated  fair value of the
Fund's  Partnership  Preference  Units totaled $414.4 million compared to $397.0
million  at June 30,  2002,  an  increase  of $17.4  million or 4%. The Fund saw
unrealized   appreciation  of  the  estimated  fair  value  in  its  Partnership
Preference Units of approximately $3.0 million during the quarter ended June 30,
2003  compared to  approximately  $11.4  million for the quarter  ended June 30,
2002. Dividends received from Partnership Preference Units for the quarter ended
June 30, 2003  totaled  $9.7  million  compared to $9.4  million for the quarter
ended June 30, 2002, an increase of $0.3 million or 3%.

The Fund conducts its real estate operations through a Real Estate Joint Venture
that is majority-owned by Belair Real Estate Corporation (Belair Real Estate), a
controlled  subsidiary of the Fund.  During the quarter ended June 30, 2003, the
Fund's real estate  operations  continued  to be impacted by weaker  multifamily
market fundamentals,  as well as the uncertain outlook for the U.S. economy. The
Fund's sale of its interest in Katahdin  Property  Trust LLC  (Katahdin)  in May
2002  reduced  the scope of the Fund's real  estate  activities  for the quarter
ended June 30, 2003 as compared to the quarter ended June 30, 2002.

Rental  income from real estate  operations  decreased  to $5.5  million for the
quarter  ended June 30, 2003 from $7.6  million  for the quarter  ended June 30,
2002, a decrease of $2.1 million or 28%.  While this  decrease in rental  income
principally  resulted from the sale of the Fund's  interest in Katahdin in 2002,
rental  income  was also  affected  by  increased  rent  concessions  or reduced
apartment  rental rates and lower  occupancy  levels at properties  owned by the
Fund's remaining Real Estate Joint Venture, a trend that continued from 2002.

Property operating expenses decreased to $2.5 million for the quarter ended June
30, 2003 from $3.1  million for the quarter  ended June 30,  2002, a decrease of
$0.6  million or 19%  (property  operating  expenses are before debt service and
certain operating  expenses of Belair Real Estate of approximately  $1.0 million
for the  quarter  ended June 30,  2003 and  approximately  $0.9  million for the
quarter ended June 30, 2002). The decrease in operating expenses was principally
due to the sale of the Fund's  interest in Katahdin.  The decrease was partially
offset by modest  increases in property  and  maintenance,  taxes and  insurance
expenses of the Fund's remaining Real Estate Joint Venture.  Given the continued
uncertain  outlook for the U.S. economy as a whole,  Boston  Management,  Belair
Real Estate's manager, expects that real estate operating results for the Fund's
remaining  Real Estate Joint Venture in 2003 will continue to be modestly  below
the levels of 2002.

At June 30, 2003, the estimated fair value of the real  properties  held through
Belair Real  Estate was $158.7  million  compared to $156.3  million at June 30,
2002,  an increase of $2.4  million or 2% (because the Fund sold its interest in
Katahdin in May 2002,  estimated property values at June 30, 2002 do not include
the Katahdin properties).  The modest increase in estimated real property values
at  June  30,  2003  resulted  from  declines  in  capitalization   rates  in  a
lower-return environment.  Declines in capitalization rates more than offset the
impact on  property  values of lower  income  level  expectations.  The Fund saw
unrealized  appreciation  of the  estimated  fair value in its other real estate
investments (which includes Belair Real Estate's interest in a Real Estate Joint
Venture) of  approximately  $0.7 million  during the quarter ended June 30, 2003
compared  to  approximately  $2.2  million of  unrealized  depreciation  for the
quarter ended June 30, 2002.  During the quarter  ended June 30, 2002,  the Fund
sold its interest in Katahdin to another fund advised by Boston  Management  and
recognized a loss of $9.5 million on the transaction.

PERFORMANCE  OF INTEREST  RATE SWAP  AGREEMENTS.  For the quarter ended June 30,
2003, interest rate swap agreement values appreciated by $4.2 million due to the
exercise of early  termination  options on a number of swap  agreements  and the
remaining  agreements  approaching their initial optional termination dates. The
appreciation was offset by a slight decline in swap rates. For the quarter ended
June 30,  2002,  the value of interest  rate swap  agreements  decreased by $5.4
million due to a decline in swap rates. Approximately 61% of the notional amount
of the Fund's  existing  interest rate swap  agreements will reach their initial
optional  termination  dates  over  the next  five  quarters  and all  remaining
agreements will expire on February 10, 2005.

                                       16
<PAGE>
RESULTS OF OPERATIONS FOR THE SIX MONTHS ENDED JUNE 30, 2003 COMPARED TO THE SIX
MONTHS ENDED JUNE 30, 2002

PERFORMANCE  OF THE FUND.  The Fund's total return was 11.99% for the six months
ended June 30,  2003.  This return  reflects an increase in the Fund's net asset
value per share from  $92.38 to $102.92  and a  distribution  of $0.49 per share
during the period. For comparison, the S&P 500 had a total return of 11.75% over
the same period.  The  performance of the Fund exceeded that of the Portfolio by
approximately  3.80% during the period.  Last year,  the Fund had a total return
performance  of -12.26%  for the six months  ended June 30,  2002.  This  return
reflected  a decrease  in the Fund's net asset  value per share from  $117.39 to
$103.00. For comparison, the S&P 500 had a total return of -13.15% over the same
period.   The  performance  of  the  Fund  trailed  that  of  the  Portfolio  by
approximately 1.32% for the six months ended June 30, 2002.

PERFORMANCE  OF THE  PORTFOLIO.  The total return of the  Portfolio  for the six
months ended June 30, 2003 was 8.19%  compared to the 11.75% return  achieved by
the S&P 500 over the same period. Market performance during the first six months
of 2003 remained volatile,  but markets proved resilient,  achieving  impressive
returns  and  positively  concluding  the  first  half of the year.  War  angst,
questionable  economic  recovery,  and the SARS  outbreak were just a few of the
factors  contributing to increased  volatility and unsettled  investor sentiment
during the period.  During the second quarter of 2003, an easing of geopolitical
concerns,  positive  consumer data, a strong housing market,  and a low interest
rate environment provided significant support and a boost to the equity markets.
The Portfolio's total return for the quarter ended June 30, 2002 was -10.94%.

The Portfolio's performance trailed the S&P 500 in the first six months of 2003,
mostly due to its lower  exposure to higher  volatility,  lower quality  stocks,
which were the strongest price  performers  during the first six months of 2003.
Despite  this  short-term  performance,   the  Portfolio  is  committed  to  its
investment  strategy of seeking  quality  stocks that are  reasonably  priced in
relation to their fundamental value.

Boston Management  continued to de-emphasize  health care investments during the
period,  a directional  move  initiated last year that has been positive for the
Portfolio's   relative  returns.   Boston  Management   continued  to  emphasize
industrial  company  investments,  especially  in the  airfreight  logistics and
aerospace  and  defense  areas,  which has  helped the  Portfolio's  longer-term
record, but detracted from first half results.  The Portfolio also maintained an
overweight  stance in the consumer  discretionary  and consumer  staples sectors
during the period, as it did in the first half of 2002.

Lack of earning visibility during the period reinforced the Portfolio's cautious
weighting in the  telecommunications and information technology sectors. Both of
the aforementioned sectors were de-emphasized last year as well. The Portfolio's
underweight  of  diversified  telecommunication  service and  software  holdings
relative to the S&P 500 was particularly  beneficial to relative  performance in
the first half of 2003.  Boston  Management  also continued to  underweight  the
Portfolio's exposure to the materials and utilities sectors, a similar stance to
last year's allocation.

PERFORMANCE OF REAL ESTATE INVESTMENTS.  For the six months ended June 30, 2003,
the Fund's investments in Partnership  Preference Units generally benefited from
declining interest rates and tightening  spreads in income-oriented  securities,
particularly in real estate-related  securities. The estimated fair value of the
Fund's  Partnership  Preference  Units totaled  $414.4  million at June 30, 2003
compared to $397.0 million at June 30, 2002, an increase of $17.4 million or 4%.
The  Fund  saw  unrealized  appreciation  in the  estimated  fair  value  of its
Partnership  Preference  Units of  approximately  $27.1  million  during the six
months ended June 30, 2003,  compared to  approximately  $9.4 million during the
six months ended June 30, 2002.  Dividends received from Partnership  Preference
Units for the six months ended June 30, 2003 totaled $19.3  million  compared to
$18.1  million  for the six months  ended June 30,  2002,  an  increase  of $1.2
million or 7%.

Rental income from real estate operations decreased to $11.1 million for the six
months ended June 30, 2003 from $19.1  million for the six months ended June 30,
2002, a decrease of $8.0 million or 42%. Property  operating  expenses decreased
to $5.1 million for the six months ended June 30, 2003 from $7.7 million for the
six months  ended June 30,  2002,  a decrease of $2.6  million or 34%  (property
operating  expenses  are before debt service and certain  operating  expenses of
Belair Real Estate of  approximately  $1.7 million for the six months ended June
30, 2003 and approximately $2.0 million for the six months ended June 30, 2002).
While these  decreases were  principally  due to the May 2002 sale of the Fund's

                                       17
<PAGE>
interest in Katahdin,  weaker  multifamily  market  fundamentals in most regions
combined  with  lower  occupancy  levels and  increased  rent  concessions  also
impacted  results  during the  period,  as did  modest  increases  in  operating
expenses.

At June 30, 2003, the estimated fair value of the real  properties  held through
Belair Real  Estate was $158.7  million  compared to $156.3  million at June 30,
2002,  an  increase  of $2.4  million  or 2%.  The  increase  was due to  modest
increases  in  estimated   property   values  that  resulted  from  declines  in
capitalization  rates in a  lower-return  environment.  The Fund saw  unrealized
appreciation of the estimated fair value in its other real estate investments of
approximately  $0.2 million during the six months ended June 30, 2003,  compared
to approximately $2.7 million of unrealized  depreciation  during the six months
ended June 30, 2002.  During the six months  ended June 30, 2002,  the Fund sold
its  interest in  Katahdin  to another  fund  advised by Boston  Management  and
recognized a loss of $9.5 million on the transaction.

PERFORMANCE OF INTEREST RATE SWAP AGREEMENTS.  For the six months ended June 30,
2003,  interest rate swap agreement values  appreciated by  approximately  $10.5
million  compared to  appreciation  of  approximately  $2.1  million for the six
months ended June 30, 2002. The appreciation is primarily due to the exercise of
early  termination  options  during  the first  half of 2003 on a number of swap
agreements  and the remaining  agreements  approaching  their  initial  optional
termination  dates.  Swap rates declined during the periods,  offsetting some of
the appreciation from approaching terminations.

LIQUIDITY AND CAPITAL RESOURCES

Effective  July 15, 2003, the Fund  refinanced its Credit  Facility with Merrill
Lynch  International  Bank by entering  into new credit  arrangements  with DrKW
Holdings,   Inc.  (DrKW)  and  Merrill  Lynch  Mortgage  Capital,   Inc.  (MLMC)
(collectively,  the New Credit Facility), which together total $615 million. The
New Credit  Facility is secured by a pledge of the Fund's assets,  excluding the
assets of Bel Residential  Properties Trust, and has a seven-year maturity.  The
New Credit Facility will expire in June 2010.

The New Credit  Facility  is  primarily  used to fund the Fund's  equity in real
estate  investments and will continue to be used for such purpose in the future.
The New Credit  Facility also provides for selling  commissions,  organizational
expenses  and  any  short-term  liquidity  needs  of  the  Fund.  Under  certain
circumstances, the Fund may increase the size of the New Credit Facility and the
amount of outstanding borrowings thereunder for these purposes.

The Fund has a $515 million credit  arrangement with DrKW.  Borrowings under the
DrKW credit  arrangement accrue interest at a rate of one-month LIBOR plus 0.30%
per annum.  As of July 15, 2003,  outstanding  borrowings  under the DrKW credit
arrangement totaled $515 million.

The Fund has a $100 million credit  arrangement  with MLMC,  including up to $10
million under letters of credit.  Borrowings  under the MLMC credit  arrangement
accrue  interest at a rate of one-month  LIBOR plus 0.38% per annum.  As of July
15, 2003, outstanding borrowings under the MLMC credit arrangement totaled $17.8
million,  with an additional $1.4 million  outstanding under a letter of credit.
The unused  loan  commitment  amount  totaled  approximately  $80.8  million.  A
commitment fee of 0.10% per annum is paid on the unused commitment  amount.  The
Fund pays all fees associated with issuing the letters of credit.

The Fund has entered  into  interest  rate swap  agreements  with respect to its
borrowings and real estate investments.  Pursuant to these agreements,  the Fund
makes quarterly  payments to the counterparty at  predetermined  fixed rates, in
exchange for  floating-rate  payments at a  predetermined  spread to three-month
LIBOR.  During  the terms of the  outstanding  swap  agreements,  changes in the
underlying values of the swaps are recorded as unrealized gains or losses.

As of June 30, 2003 and June 30, 2002, the unrealized depreciation related to
the interest rate swap agreements was $10.9 million and $27.7 million,
respectively.

                                       18
<PAGE>
CRITICAL ACCOUNTING POLICIES AND ESTIMATES

The Fund's  discussion  and analysis of its  financial  condition and results of
operations  are  based  upon  its  unaudited  condensed  consolidated  financial
statements,  which have been prepared in accordance with  accounting  principles
generally  accepted in the United States of America.  The  preparation  of these
financial  statements  requires  the  Fund  to  make  estimates,  judgments  and
assumptions  that affect the reported amounts of assets,  liabilities,  revenues
and  expenses.  The Fund bases these  estimates,  judgments and  assumptions  on
historical  experience  and on other  various  factors  that are  believed to be
reasonable  under the  circumstances.  Actual  results  may  differ  from  these
estimates under different assumptions or conditions.

The Fund's  critical  accounting  policies  affect the Fund's  more  significant
estimates and assumptions used in valuing the Fund's real estate investments and
interest rate swap agreements.  Prices are not readily available for these types
of  investments  and  therefore  they are valued on an  ongoing  basis by Boston
Management, in its capacity as manager of Belair Real Estate, in the case of the
real estate  investments,  and in its capacity as the Fund's investment adviser,
in the case of the interest rate swap agreements.

In  estimating  the  value of the  Fund's  investments  in real  estate,  Boston
Management takes into account 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 fair
values,  which represent the amount at which the investments  could be sold in a
current transaction between willing parties,  that is, other than in a forced or
liquidation sale. Detailed investment valuations are performed at least annually
and reviewed periodically.  Interim valuations reflect results of operations and
distributions,  and may be  adjusted if there has been a  significant  change in
economic circumstances since the most recent independent  valuation.  Given that
such  valuations  include  many  assumptions,  including  but not limited to the
assumption  that the investment  could be sold in a transaction  between willing
parties, values may differ from amounts ultimately realized.  Boston Management,
as the Fund's investment  adviser,  determines the value of interest rate swaps,
and, in doing so, may  consider  among other  things,  dealer and  counter-party
quotes and pricing models.

The policies for valuing real estate investments involve  significant  judgments
that are based upon, 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 and government  rules and  regulations.  The
valuations  of  Partnership  Preference  Units  held  by the  Fund  through  its
investment  in Belair Real Estate  fluctuate  over time to reflect,  among other
factors, changes in interest rates, changes in 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.

The value of  interest  rate swaps may be subject  to wide  swings in  valuation
caused  principally  by changes in interest  rates.  Interest  rate swaps may be
difficult  to  value  since  such   instruments  may  be  considered   illiquid.
Fluctuations 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 the Fund with respect to its  borrowings.
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 Partnership Preference Units not offset by
changes in the valuation of interest rate swap agreements or other interest rate
hedges  entered  into by the Fund and  changes in the value of other real estate
investments  will  cause  the  performance  of the  Fund  to  deviate  from  the
performance of the Portfolio.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

The Fund's  primary  exposure to interest  rate risk arises from its real estate
investments  that are financed by the Fund with floating rate  borrowings  under
the Fund's Credit Facility and by fixed-rate  secured  mortgage debt obligations
of the Real Estate Joint  Venture.  The interest  rates on borrowings  under the

                                       19
<PAGE>
Fund's  Credit  Facility  are  reset at  regular  intervals  based on fixed  and
predetermined  premiums to LIBOR for short-term  extensions of credit.  The Fund
utilizes  cancelable  interest  rate  swap  agreements  to fix  the  cost of its
borrowings under 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. In the future, the Fund may
use other interest rate hedging  arrangements (such as caps, floors and collars)
to fix or limit borrowing costs.  The use of interest rate hedging  arrangements
is a specialized activity that can expose the Fund to significant loss.

The value of Partnership  Preference  Units and, to a lesser degree,  other real
estate  investments  is sensitive to interest  rate risk.  Increases in interest
rates  generally  will  have an  adverse  affect  on the  value  of  Partnership
Preference Units and other real estate investments.

The following table summarizes the contractual  maturities and  weighted-average
interest rates  associated  with the Fund's  significant  non-trading  financial
instruments.  The Fund has no market risk sensitive instruments held for trading
purposes.  This  information  should be read in  conjunction  with Note 4 to the
Fund's unaudited condensed consolidated financial statements in Item 1 above.

                            Interest Rate Sensitivity
            Cost, Principal (Notional) Amount by Contractual Maturity
                      For the Twelve Months Ended June 30,

<TABLE>
<CAPTION>
                                                                                         Estimated
                        2004      2005       2006-2008   Thereafter        Total         Fair Value
-------------------------------------------------------------------------------------------------------
<S>                     <C>   <C>            <C>        <C>            <C>            <C>
Rate sensitive
liabilities:
------------------------
Long-term debt:
------------------------
Fixed-rate mortgages                                    $112,630,517   $112,630,517    $ 131,000,000
Average interest rate                                           8.33%          8.33%
------------------------
Variable-rate Credit
Facility                      $532,769,000                             $532,769,000    $ 532,769,000
Average interest rate                 1.57%                                    1.57%
------------------------------------------------------------------------------------------------------
Rate sensitive
derivative financial
instruments:
------------------------
Pay fixed/
receive variable
interest rate
swap contracts                $179,373,000                             $179,373,000     $(10,911,798)
Average pay rate                      7.19%                                    7.19%
Average receive rate                  1.57%                                    1.57%
------------------------------------------------------------------------------------------------------
Rate sensitive
investments:
------------------------
Fixed-rate Partnership
Preference Units:
------------------------
Bradley Operating
Limited Partnership,
8.875% Series B
Cumulative Redeemable
Perpetual Preferred
Units, Callable
2/23/04, Current
Yield: 8.82%                                            $ 22,521,852   $ 22,521,852    $  25,748,543

                                       20
<PAGE>
Camden Operating,
L.P., 8.50% Series B
Cumulative Redeemable
Perpetual Preferred
Units, Callable
2/23/04, Current
Yield: 8.34%                                            $ 27,384,494   $ 27,384,494    $  28,039,000

Colonial Realty
Limited Partnership,
8.875% Series B
Cumulative Redeemable
Perpetual Preferred
Units, Callable
2/23/04, Current
Yield: 8.71%                                            $ 44,807,072   $ 44,807,072    $  49,411,800

Kilroy Realty, L.P.,
8.075% Series A
Cumulative Redeemable
Preferred Units,
Callable 2/06/03,
Current Yield: 8.79%                                    $ 28,800,000   $ 28,800,000    $  26,464,147

Liberty Property L.P.,
9.25% Series B
Cumulative Redeemable
Preferred Units,
Callable 7/28/04,
Current Yield: 8.91%                                    $ 30,875,000   $ 30,875,000    $  32,060,600

MHC Operating Limited
Partnership, 9% Series
D Cumulative
Redeemable Perpetual
Preference Units,
Callable 9/29/04,
Current Yield: 8.95%                                    $ 50,000,000   $ 50,000,000    $  50,260,000

National Golf
Operating Partnership,
L.P., 9.30% Series A
Cumulative Redeemable
Preferred Units,
Callable 3/4/03,
Current Yield: 9.89%                                    $ 31,454,184   $ 31,454,184    $  31,047,754

National Golf
Operating Partnership,
L.P., 9.30% Series B
Cumulative Redeemable
Preferred Units,
Callable 7/28/04,
Current Yield: 9.89%                                    $  5,000,000   $  5,000,000    $   4,700,000

PSA Institutional
Partners, L.P., 9.50%
Series N Cumulative
Redeemable Perpetual
Preferred Units,
Callable 3/17/05,
Current Yield: 8.99%                                    $ 48,250,000   $ 48,250,000    $  50,990,600

Price Development
Company, L.P., 8.95%
Series B Cumulative
Redeemable Preferred
Partnership Interests,
Callable 7/28/04,
Current Yield: 9.27%                                    $ 30,625,000   $ 30,625,000    $  29,571,500

Regency Centers, L.P.,
8.125% Series A
Cumulative Redeemable
Preferred Units,
Callable 6/25/03,
Current Yield: 8.09%                                    $ 30,000,000   $ 30,000,000    $  30,132,000

                                       21
<PAGE>
Summit Properties
Partnership, L.P.,
8.95% Series B
Cumulative Redeemable
Perpetual Preferred
Units, Callable
4/29/04, Current
Yield: 8.85%                                            $ 29,625,000   $ 29,625,000    $  29,944,950

Urban Shopping
Centers, L.P., 9.45%
Series D Cumulative
Redeemable Perpetual
Preferred Units,
Callable 10/01/04,                                      $ 25,000,000   $ 25,000,000    $  25,986,300
Current Yield: 9.09%
------------------------
Note Receivable:
------------------------
Fixed-rate note
receivable, 8%
                                                        $  2,135,654   $  2,135,654    $   2,135,654
</TABLE>

ITEM 4. CONTROLS AND PROCEDURES.

Eaton  Vance  Management  (Eaton  Vance),  as  the  Fund's  manager,   with  the
participation of the Fund's Chief Executive Officer and Chief Financial Officer,
conducted an evaluation of the effectiveness of the Fund's  disclosure  controls
and procedures  (as defined by Rule 13a-15(e) of the Securities  Exchange Act of
1934, as amended) as of the end of the period  covered by this report.  Based on
that  evaluation,  the  Chief  Executive  Officer  and Chief  Financial  Officer
concluded that the Fund's  disclosure  controls and procedures  were  effective.
There were no changes in the Fund's  internal  control over financial  reporting
that  occurred  during the period  covered by this report  that have  materially
affected,  or are reasonably  likely to materially  affect,  the Fund's internal
control over financial reporting.

As the Fund's manager, the complete and entire management, control and operation
of the Fund are vested in Eaton Vance. The Fund's organizational  structure does
not provide for a board of directors or a board audit  committee.  As such,  the
Fund's Chief Executive  Officer and Chief Financial  Officer intend to report to
Eaton Vance any  significant  deficiency  in the design or operation of internal
control over financial reporting which could adversely affect the Fund's ability
to record, process,  summarize and report financial data, and any fraud, whether
or not  material,  that  involves  management  or  other  employees  who  have a
significant role in the Fund's internal control over financial reporting.

PART II.        OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

Although in the ordinary  course of business,  the Fund,  Belair Real Estate and
Belair  Real  Estate's  controlled  subsidiary  may  become  involved  in  legal
proceedings,  the Fund is not aware of any material pending legal proceedings to
which any of them is 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.

No matters were submitted to a vote of security  holders during the three months
ended June 30, 2003.

ITEM 5. OTHER INFORMATION.

None.

                                       22
<PAGE>
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K:

(a)  The following is a list of all exhibits filed as part of this Form 10-Q:

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

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

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

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

(b)  Reports on Form 8-K:

     None.

                                       23
<PAGE>
                                   SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended,
the  registrant  has duly  caused  this report to be signed on its behalf by the
undersigned duly authorized officer on August 14, 2003.

                                BELAIR CAPITAL FUND LLC



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

                                       24
<PAGE>
                                  EXHIBIT INDEX
                                 -------------

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

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

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

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

                                       25