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

                                    FORM 10-Q

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

                  For the quarterly period ended March 31, 2001
                         Commission File No. 000-1108991
                                             -----------


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


      Massachusetts                                      04-3508106
      -------------                                      ----------
(State of organization)                     (I.R.S. Employer Identification No.)


     The Eaton Vance Building
255 State Street, Boston, Massachusetts                                  02109
---------------------------------------                                  -----
(Address of principal executive offices)                              (Zip Code)


Registrant's telephone number:  617-482-8260
                                ------------


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




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



                                  Page 1 of 24
<PAGE>
                             Belmar Capital Fund LLC
                                Index to Form 10Q

PART I -        FINANCIAL INFORMATION                                       Page

Item 1.         Condensed Consolidated Financial Statements                    3

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

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

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

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

                Notes to Condensed Consolidated Financial Statements
                as of March 31, 2001 (unaudited)                               9


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

Item 3.         Quantitative and Qualitative Disclosures About
                Market Risk                                                   17

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                                          22


SIGNATURES                                                                    23


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

BELMAR CAPITAL FUND LLC
Condensed Consolidated Statements of Assets and Liabilities

<TABLE>
                                                                                  March 31,
                                                                                     2001             December 31,
                                                                                 (Unaudited)              2000
                                                                             --------------------  -------------------
<S>                                                                               <C>                  <C>
 Assets:
     Investment in Belvedere Capital LLC                                          $2,176,644,308       $2,485,733,611
     Investment in real estate Partnership Preference Units                          607,085,084          578,677,544
     Investment in other real estate                                                 231,425,803          228,933,113
     Short-term investments                                                                    -            4,057,378
                                                                             --------------------  -------------------
                    Total investments                                             $3,015,155,195       $3,297,401,646
                                                                             --------------------  -------------------
     Cash                                                                              1,965,806            2,256,168
     Cash - security deposits                                                            503,059              308,197
     Escrow deposits - restricted                                                     10,429,713           13,785,139
     Dividends receivable                                                              7,847,941            5,337,003
     Accounts receivable and other assets                                              1,526,336            1,371,180
     Deferred expenses                                                                   875,820              882,499
     Prepaid expenses                                                                    397,943              572,818
                                                                             --------------------  -------------------
             Total assets                                                         $3,038,701,813       $3,321,914,650

 Liabilities:
    Loan payable                                                                   $ 613,500,000       $  613,500,000
    Mortgage payable, net of unamortized debt issuance costs                         172,832,195          173,083,255
    Open interest rate swap contracts, at value                                       47,392,105           35,439,158
    Payable for Fund Shares redeemed                                                   2,778,503            3,218,084
    Security deposits                                                                    713,551              740,964
    Swap interest payable                                                                742,027              357,842
    Accrued expenses:
        Interest expense                                                               4,404,662            4,038,348
        Accrued property taxes                                                           876,877            2,614,810
        Other accrued expenses                                                           661,067              590,660
    Other liabilities                                                                  2,393,513            3,054,387
    Minority interest in controlled subsidiaries                                      28,016,751           27,561,714
                                                                             --------------------  -------------------
             Total liabilities                                                     $ 874,311,251        $ 864,199,222
                                                                             --------------------  -------------------
 Net assets                                                                       $2,164,390,562       $2,457,715,428
                                                                             --------------------  -------------------

 Shareholders' Capital
     Shareholders' capital                                                        $2,164,390,562       $2,457,715,428
                                                                             --------------------  -------------------

Shares Outstanding                                                                    24,845,161           25,122,311
                                                                             --------------------  -------------------

Net Asset Value and Redemption Price Per Share                                            $87.12               $97.83
                                                                             --------------------  -------------------
</TABLE>


                                       3
<PAGE>
BELMAR CAPITAL FUND LLC
Condensed Consolidated Statements of Operations
(Unaudited)

<TABLE>
                                                                               For the period
                                                                               from the start
                                                                                of business,
                                                             Three months         March 17,
                                                                 Ended             2000 to
                                                               March 31,          March 31,
                                                                 2001               2000
                                                           ------------------ ------------------
<S>                                                             <C>                  <C>
 Investment Income:
      Dividends allocated from Belvedere Capital
         (net of foreign taxes of $34,559,
          and $7,232, respectively)                               $5,431,721          $ 129,755
      Interest allocated from Belvedere Capital                      976,548             34,986
      Expenses allocated from Belvedere Capital                   (3,518,459)          (158,497)
                                                           ------------------ ------------------
      Net investment income allocated from
          Belvedere Capital                                       $2,889,810         $    6,244
      Dividends from Partnership Preference Units                 14,357,713          2,677,616
      Rental income                                                8,740,392                  -
      Interest                                                       261,213                  -
                                                           ------------------ ------------------
              Total investment income                            $26,249,128         $2,683,860
                                                           ------------------ ------------------

 Expenses:
     Investment advisory and administrative fees                  $1,931,895         $   93,078
     Property management fees                                        351,208                  -
     Distribution and servicing fees                               1,190,864             38,023
     Organization expenses                                                 -            576,851
     Interest expense on credit facility                          10,791,565            535,818
     Interest expense on mortgages                                 3,832,550                  -
     Interest expense on swap contracts                            4,134,679            152,983
     Property and maintenance expenses                             2,973,932                  -
     Property taxes and insurance                                    976,010                  -
     Legal and accounting services                                   287,413            130,478
     Custodian and transfer agent fees                                18,452              3,082
     Loan program structuring expense                                  7,313             13,832
     Amortization of deferred expenses                                 6,678                  -
     Printing and postage                                              3,402                573
     Miscellaneous                                                   374,035                123
                                                           ------------------ ------------------
             Total expenses                                      $26,879,996         $1,544,841
Deduct -
    Reduction of investment adviser and
        administrative fee                                           590,917             26,059
                                                           ------------------ ------------------
Net expenses                                                      26,289,079          1,518,782
                                                           ------------------ ------------------
Net investment income(loss) before minority
    interest in net income of controlled
    subsidiaries                                                     (39,951)         1,165,078
Minority interest in net income of
     controlled subsidiaries                                        (243,400)                 -
                                                           ------------------ ------------------
Net investment income (loss)                                     $  (283,351)        $1,165,078
                                                           ------------------ ------------------
</TABLE>


                                       4
<PAGE>
BELMAR CAPITAL FUND LLC
Condensed Consolidated Statements of Operations (Cont'd)
(Unaudited)


<TABLE>
<S>                                                             <C>                  <C>
 Realized and Unrealized Gain (Loss)
 Net realized gain (loss) -
      Investment transactions from Belvedere
         Capital (identified cost basis)                         $ 6,985,081         $3,718,052
      Investment transactions in real property                       428,905                  -
                                                           ------------------ ------------------
              Net realized gain                                   $7,413,986         $3,718,052
                                                           ------------------ ------------------
 Change in unrealized appreciation
     (depreciation) -
      Investment in Belvedere Capital (identified
         cost basis)                                           $(290,429,569)        $7,374,246
      Investments in Partnership Preference Units
        (identified cost basis)                                   28,407,540         (6,340,658)
      Interest rate swap contracts                               (11,952,947)          (340,017)
                                                           ------------------ ------------------
      Net change in unrealized
         appreciation (depreciation)                           $(273,974,976)          $693,571
                                                           ------------------ ------------------

      Net realized and unrealized gain (loss)                  $(266,560,990)        $4,411,623
                                                           ------------------ ------------------
 Net increase (decrease) in net assets from
      operations                                               $(266,844,341)        $5,576,701
                                                           ================== ==================
</TABLE>




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

<TABLE>
                                                                                                For the period
                                                                                                from the start
                                                                                                 of business,
                                                                                                   March 17,
                                                                             Three Months           2000 to
                                                                                 ended             March 31,
                                                                            March 31, 2001           2000
                                                                          -------------------  ------------------
<S>                                                                             <C>                  <C>
 Increase (Decrease) in Net Assets:
     Net investment income (loss)                                              $   (283,351)         $ 1,165,078
     Net realized gain on investment transactions                                 7,413,986            3,718,052
     Net change in unrealized appreciation (depreciation) of
      investments                                                              (273,974,976)             693,571
                                                                          -------------------  ------------------
            Net increase (decrease) in net assets from operations             $(266,844,341)         $ 5,576,701
                                                                          -------------------  ------------------

 Transactions in Fund Shares -
      Investment securities contributed                                            $       -        $639,306,860
      Less - Selling commissions                                                           -           1,791,393
                                                                          -------------------  ------------------
      Net contributions                                                            $       -        $637,515,467
      Net asset value of Shares redeemed                                        (26,480,525)                   -
                                                                          -------------------  ------------------
            Net increase (decrease) in net assets from Fund Share
               transactions                                                    $(26,480,525)        $637,515,467
                                                                          -------------------  ------------------

 Net increase (decrease) in net assets                                        $(293,324,866)        $643,092,168

 Net assets
    Beginning of period                                                        2,457,715,428             105,000
                                                                          -------------------  ------------------
    End of period                                                             $2,164,390,562        $643,197,168
                                                                          ===================  ==================
</TABLE>



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

<TABLE>
                                                                                                       For the period from
                                                                                                      the start of business,
                                                                                     Three months          March 17,
                                                                                         Ended              2000 to
                                                                                       March 31,           March 31,
                                                                                         2001                2000
                                                                                   ------------------  ------------------
<S>                                                                                       <C>               <C>
Cash Flows From (For) Operating Activities -
Net investment income(loss)                                                               $ (283,351)       $  1,165,078
Adjustments to reconcile net investment income to net
   cash flows used for operating activity-
       Amortization of deferred expenses                                                       6,679                   -
       Amortization of debt issuance costs                                                    82,071                   -
       Net investment income allocated from Belvedere Capital                             (2,889,810)             (6,244)
       Increase in dividends receivable                                                   (2,510,938)         (2,677,616)
       Increase in security deposits                                                        (194,862)                  -
       Increase in deferred costs                                                           (908,475)                  -
       Increase in interest payable for open swap contracts                                  384,185             152,983
       Decrease in escrow deposits                                                         3,355,426                   -
       Decrease in prepaid expenses                                                          174,875                   -
       Increase in accounts receivable and other assets                                     (155,156)                  -
       Decrease in accrued property taxes                                                 (1,737,933)                  -
       Increase (decrease) in accrued interest and operating expenses and
         other liabilities                                                                  (251,566)          1,176,213
       Purchases of Partnership Preference Units                                                   -        (197,651,027)
       Payments for investments in other real property                                   (47,743,118)                  -
       Proceeds from sales of investments in other real property                          49,080,499                   -
       Sales of Partnership Preference Units                                                       -           4,271,468
       Improvements to property                                                           (2,491,053)                  -
       Increase in minority interest                                                               -             103,000
       Net (increase) decrease in investment in Belvedere Capital                          3,040,410          (4,736,988)
       Minority interest in net investment income of
            controlled subsidiary                                                            243,400                   -
       Decrease in short-term investments                                                  4,057,378                   -
                                                                                   --------------------------------------
       Net cash flows from (used for) operating activities                                $1,258,661       $(198,203,133)
Cash Flows From (For) Financing Activities -
       Proceeds from loan                                                                     $    -       $ 200,000,000
       Payment on mortgage                                                                  (333,132)                  -
       Payments on behalf of investors (Selling commissions)                                       -          (1,791,393)
       Capital contributed to controlled subsidiary                                          210,000                   -
       Payments for Fund Shares redeemed                                                  (1,425,891)                  -
                                                                                   --------------------------------------
       Net cash flows from (used for) financing activities                               $(1,549,023)      $ 198,208,607

Net increase (decrease) in cash                                                             (290,362)              5,474

Cash at beginning of period                                                                2,256,168             105,000
                                                                                   ------------------  ------------------
Cash at end of period                                                                     $1,965,806          $  110,474
                                                                                   ==================  ==================
</TABLE>


                                       7
<PAGE>
Supplemental Disclosure and Non-cash Investing and
Financing Activities-

<TABLE>
<S>                                                                                <C>                     <C>
       Securities contributed by Shareholders, invested in Belvedere Capital       $            -          $639,306,859
       Change in unrealized appreciation of investments and
           open swap contracts                                                     $ (273,974,976)         $    693,571
       Interest paid for loan                                                      $    9,778,069          $          -
       Interest paid for swap contracts                                            $    3,750,494          $          -
       Interest paid for mortgages                                                 $    3,752,905          $          -
       Market value of securities distributed in payment of redemptions            $   25,494,215          $          -
</TABLE>




                                       8
<PAGE>
BELMAR CAPITAL FUND LLC as of March 31, 2001
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

1 Organization

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

The  accompanying   condensed  consolidated  financial  statements  include  the
accounts of Belmar  Capital,  Belmar Realty  Corporation  (BRC) and Bel Alliance
Apartments,  LLC  (Bel  Apartments)  (collectively,   the  Fund).  All  material
intercompany accounts and transactions have been eliminated.

2 Interim Financial Statements

The condensed  consolidated  interim financial  statements of Belmar Capital and
subsidiaries  as of March 31, 2001 and March 31,  2000 and for the three  months
ended March 31, 2001 and for the period  from the start of  business,  March 17,
2000 to March 31, 2000 have been prepared by the Fund,  without audit,  pursuant
to the rules and regulations of the Securities and Exchange Commission.  Certain
information  and  footnote  disclosures  normally  included in annual  financial
statements prepared in accordance with generally accepted accounting  principles
have been condensed or omitted as permitted by such rules and  regulations.  All
adjustments,  consisting of normal  recurring  adjustments,  have been included.
Management  believes  that the  disclosures  are adequate to present  fairly the
financial  position,  results of operations  and cash flows at the dates and for
the periods presented.  It is suggested that these interim financial  statements
be read in  conjunction  with the  financial  statements  and the notes  thereto
included  in the Fund's  latest  annual  report on Form 10.  Results for interim
periods are not  necessarily  indicative  of those to be  expected  for the full
fiscal year.

3 Estate Freeze

Shareholders in the Fund are entitled to restructure their Share interests under
what is termed an Estate  Freeze  Election.  Under  this  election,  Shares  are


                                       9
<PAGE>
divided  into  Preferred  Shares  and Common  Shares.  Preferred  Shares  have a
preferential right over the corresponding  Common Shares equal to (i) 95% of the
original capital contribution made in respect of the undivided Shares from which
the  Preferred  Shares  and Common  Shares  were  derived,  plus (ii) an annuity
priority return equal to 8.5% of the Preferred Shares' preferential  interest in
the original capital contribution of the undivided Shares. The associated Common
Shares are entitled to the remaining 5% of the original capital  contribution in
respect of the undivided Shares, plus any returns thereon in excess of the fixed
annual priority of the Preferred  Shares.  The existence of restructured  Shares
does not adversely  affect  Shareholders  who do not participate in the election
nor do the restructured  Shares have preferential rights to Shares that have not
been  restructured.  Shareholders  who  subdivide  Shares  under  this  election
sacrifice  certain  rights and  privileges  that they would  otherwise have with
respect to the Shares so  divided,  including  redemption  rights and voting and
consent rights. Upon the twentieth anniversary of the issuance of the associated
undivided Shares to the original  holders  thereof,  Preferred and Common Shares
will automatically convert into full and fractional undivided Shares.

The  allocation  of the  Fund's  net asset  value  per  Share of $87.12  between
Preferred and Common Shares that have been restructured is as follows:

                                                   Per Share Value
                                                 At March 31, 2001
--------------------------- ------------ -- -----------------------
                               Preferred                    Common
Date of Contribution              Shares                    Shares
--------------------------- ------------ -- -----------------------
March 17, 2000                    $87.12                      $0.00
May 16, 2000                       87.12                       0.00
July 19, 2000                      87.12                       0.00


4 Investment Transactions

Increases  and decreases of the Fund's  investment in Belvedere  Capital for the
three  months  ended  March 31, 2001  aggregated  $15,060,009  and  $43,594,634,
respectively,  and for the period from the start of business, March 17, 2000, to
March 31, 2000 aggregated $644,101,103 and $57,256, respectively.  There were no
purchases and sales of Partnership  Preference  Units for the three months ended
March 31, 2001.  For the period from the start of business,  March 17, 2000,  to
March 31, 2000 purchases and sales of Partnership  Preference  Units  aggregated
$197,651,027 and $4,271,468,  respectively. For the three months ended March 31,
2001,  acquisitions and sales of other real property aggregated  $47,743,118 and
$49,080,499,  respectively. For the period from the start of business, March 17,
2000,  to March 31,  2000,  there  were no  acquisitions  or sales of other real
property.

Purchases and sales of Partnership  Preference  Units during the period from the
start of business,  March 17, 2000, to March 31, 2000 include amounts  purchased
from and sold to other funds sponsored by Eaton Vance Management (EVM).


                                       10
<PAGE>
5 Indirect Investment in Portfolio

Belvedere   Capital's   interest  in  the   Portfolio  at  March  31,  2001  was
$9,248,868,309 representing 54.7% of the Portfolio's net assets and at March 31,
2000 was  $8,634,584,697  representing  52.1% of the Portfolio's net assets. The
Fund's  investment  in  Belvedere  Capital at March 31, 2001 was  $2,176,644,308
representing  23.5% of Belvedere  Capital's net assets and at March 31, 2000 was
$655,142,389,  representing 7.6% of Belvedere  Capital's net assets.  Investment
income  allocated to Belvedere  Capital from the  Portfolio for the three months
ended March 31, 2001 totaled  $25,944,565,  of which $6,408,269 was allocated to
the Fund.  Investment  income allocated to Belvedere  Capital from the Portfolio
for the period from the start of  business,  March 17,  2000,  to March 31, 2000
totaled  $2,180,976,  of which  $164,741  was  allocated  to the Fund.  Expenses
allocated to Belvedere  Capital  from the  Portfolio  for the three months ended
March 31, 2001 totaled  $10,657,687,  of which  $2,627,082  was allocated to the
Fund.  Expenses allocated to Belvedere Capital from the Portfolio for the period
from  the  start  of  business,  March  17,  2000,  to March  31,  2000  totaled
$1,556,802,  of which  $117,582  was  allocated to the Fund.  Belvedere  Capital
allocated additional expenses to the Fund of $891,377 for the three months ended
March 31,  2001,  representing  $22,794 of  operating  expenses  and $868,583 of
service fees.  Belvedere  Capital allocated  additional  expenses to the Fund of
$40,915 for the period from the start of business,  March 17, 2000, to March 31,
2000,  representing $867 of operating expenses and $40,048 of service fees (Note
9).

A summary of the Portfolio's  Statement of Assets and Liabilities,  at March 31,
2001,  December  31,  2000 and March 31, 2000 and its  operations  for the three
months ended March 31, 2001, the year ended December 31, 2000 and for the period
from the start of business, March 17, 2000, to March 31, 2000 follows:

<TABLE>
                                          March 31,            December 31,            March 31,
                                            2001                   2000                   2000
                                    ---------------------- ---------------------- ---------------------
<S>                                       <C>                    <C>                   <C>
Investments, at value                     $16,937,423,532        $18,318,105,043       $16,564,812,965
Other Assets                                   32,010,878            251,324,504            18,352,819
----------------------------------- ---------------------- ---------------------- ---------------------
Total Assets                              $16,969,434,410        $18,569,429,547       $16,583,165,784
Total Liabilities                              59,756,296            184,360,662             2,651,935
----------------------------------- ---------------------- ---------------------- ---------------------
Net Assets                                $16,909,678,114        $18,385,068,885       $16,580,513,849
=================================== ====================== ====================== =====================
Dividends and interest                      $  48,190,173          $ 189,740,537         $   4,177,154
Investment adviser fee                         19,128,089             73,317,616             2,907,397
Other expenses                                    640,516              2,500,093                73,948
----------------------------------- ---------------------- ---------------------- ---------------------
Total expenses                              $  19,768,605          $  75,817,709         $   2,981,345
----------------------------------- ---------------------- ---------------------- ---------------------
Net investment income                       $  28,421,568          $ 113,922,828         $   1,195,809
Net realized gains                             52,532,750            196,962,539            76,019,447
Net unrealized gains (losses)             (2,205,600,689)            141,360,943           205,178,283
----------------------------------- ---------------------- ---------------------- ---------------------
Net increase (decrease) in net
assets from operations                   $(2,124,646,371)         $  452,246,310         $ 282,393,539
----------------------------------- ---------------------- ---------------------- ---------------------
</TABLE>


                                       11
<PAGE>
6 Rental Property

The average occupancy rate for real property held by Bel Apartments,  consisting
of 5,806  residential  units,  was  approximately  89.0% at March  31,  2001 and
approximately  89.8% at December 31, 2000.  The value of real property  owned by
the Fund  through Bel  Apartments  at March 31, 2001 and December 31, 2000 is as
follows:


                                            March 31, 2001    December 31, 2000
                                            --------------    -----------------
Land                                           $44,302,798          $44,302,798
Buildings, improvements and other assets       187,123,005          184,630,315
                                            --------------    ------------------
Fair Value                                    $231,425,803         $228,933,113
                                            --------------    ------------------

7 Cancelable Interest Rate Swap Agreements

The Fund has entered into cancelable interest rate swap agreements in connection
with its real estate investments and the associated borrowings.  The notional or
contractual  amounts of these  instruments  may not  necessarily  represent  the
amounts  potentially  subject to risk. The  measurement of the risks  associated
with these  investments is meaningful only when  considered in conjunction  with
all  related  assets,  liabilities  and  agreements.  As of March  31,  2001 and
December  31,  2000,  the Fund has entered into  cancelable  interest  rate swap
agreements with Merrill Lynch Capital Services, Inc.

<TABLE>
                 Notional                                    Initial                          Unrealized          Unrealized
                  Amount                                     Optional          Final         Depreciation        Depreciation
  Effective       (000's       Fixed        Floating       Termination      Termination      At March 31,    At December 31, 2000
     Date        omitted)      Rate           Rate             Date            Date              2001
--------------- ------------ ---------- ----------------- --------------- ---------------- ----------------- ---------------------
     <S>            <C>        <C>              <C>            <C>             <C>               <C>                   <C>
     3/00           $27,500    8.96%    Libor + .40%           3/05            3/30              $2,651,553            $2,090,656
     3/00            19,146    9.09%    Libor + .40%           4/04            3/30               1,638,733             1,275,653
     3/00            43,181    9.20%    Libor + .40%           6/03            3/30               3,061,894             2,349,306
     3/00            21,766    9.24%    Libor + .40%           4/03            3/30               1,472,419             1,131,694
     3/00            38,102    9.11%    Libor + .40%           2/04            3/30               3,147,736             2,441,132
     3/00            20,659    9.13%    Libor + .40%          11/03            3/30               1,613,123             1,242,356
     3/00            23,027    9.05%    Libor + .40%           7/04            3/30               2,046,737             1,599,508
     5/00            10,773    9.54%    Libor + .40%           4/03            3/30                 824,651               664,167
     5/00            12,984    9.50%    Libor + .40%           6/03            3/30               1,044,620               839,556
     5/00             9,608    9.46%    Libor + .40%          11/03            3/30                 866,921               700,422
     5/00            13,274    9.42%    Libor + .40%           2/04            3/30               1,259,517             1,019,736
     5/00            12,063    9.38%    Libor + .40%           4/04            3/30               1,178,634               954,860
     5/00            10,799    9.35%    Libor + .40%           7/04            3/30               1,103,675               896,944
     5/00            41,185    9.31%    Libor + .40%           9/04            3/30               4,293,710             3,490,916
     5/00             7,255    9.26%    Libor + .40%           3/05            3/30                 810,552               663,842
     7/00            22,982    9.17%    Libor + .40%           2/03            3/30               1,391,233             1,050,464
     7/00           $28,305    9.15%    Libor + .40%           4/03            3/30               1,840,297             1,389,085
     7/00            32,404    9.13%    Libor + .40%           6/03            3/30               2,225,300             1,684,599
     7/00             3,383    9.08%    Libor + .40%          11/03            3/30                 258,015               196,831
     7/00            12,062    9.00%    Libor + .40%           2/04            3/30                 942,712               716,644
     7/00            24,622   8.985%    Libor + .40%           4/04            3/30               1,998,321             1,528,127
</TABLE>



                                       12
<PAGE>
<TABLE>
     <S>              <C>      <C>              <C>            <C>             <C>                  <C>                   <C>
     7/00             9,184    8.97%    Libor + .40%           7/04            3/30                 783,506               604,506
     7/00            13,454    8.93%    Libor + .40%           9/04            3/30               1,165,570               899,160
     7/00            17,888    8.87%    Libor + .40%           3/05            3/30               1,643,426             1,277,995
     9/00            39,407    7.46%    Libor + .40%            -              9/10               3,696,947             2,741,566
    11/00            11,776    8.34%    Libor + .40%           3/05            3/30                 732,850               354,841
    11/00             2,338    8.41%    Libor + .40%           9/04            3/30                 140,144                66,110
    11/00            23,636    8.48%    Libor + .40%           2/04            3/30               1,292,901               588,364
    11/00            20,264    8.60%    Libor + .40%           6/03            3/30                 996,035               433,793
    11/00            28,629    8.66%    Libor + .40%           2/03            3/30               1,270,373               546,325
--------------- ------------ ---------- ----------------- --------------- ---------------- ----------------- ---------------------
Total                                                                                           $47,392,105           $35,439,158
--------------- ------------ ---------- ----------------- --------------- ---------------- ----------------- ---------------------
</TABLE>

8 Debt

A Mortgage - Real  property  held by Bel  Apartments  is financed  through loans
collateralized  by its real  estate  assets,  mortgage  loan  deposit  accounts,
including all  subaccounts  thereunder,  and an assignment of certain leases and
rents.  Balances at March 31, 2001 and December 31, 2000, excluding  unamortized
debt issuance costs, are as follows:

<TABLE>
                                                 Monthly Principal
                              Annual                and Interest              Balance at                 Balance at
Maturity Date              Interest Rate               Payment              March 31, 2001           December 31, 2000
-------------              -------------               -------              --------------           -----------------
<S>                            <C>                   <C>                     <C>                        <C>
October 1, 2010                8.56%                 $ 530,376               $ 68,406,619               $ 68,531,692
October 1, 2010                8.54%                   458,550                 59,250,732                 59,359,514
October 1, 2010                8.55%                   299,792                 38,701,718                 38,772,626
September 1, 2027              7.68%                    73,293                  9,955,596                  9,983,964
                                                    ----------               ------------               ------------
                                                    $1,362,011               $176,314,665               $176,647,796
                                                    ----------               ------------               ------------
</TABLE>

Scheduled  repayments of mortgages,  excluding  unamortized debt issuance costs,
for the years subsequent to March 31, 2001 and December 31, 2000 are as follows:

<TABLE>
Years Ending March 31,                   Amount         Years Ending December 31,           Amount
----------------------                   ------         -------------------------           ------
<S>                                  <C>                <C>                             <C>
2002                                 $  1,410,942       2001                            $  1,175,020
2003                                    1,527,910       2002                               1,277,787
2004                                    1,662,585       2003                               1,393,907
2005                                    1,809,142       2004                               1,476,894
2006                                    1,968,628       2005                               1,649,899
Thereafter                            167,935,458       Thereafter                       169,674,289
                                     ------------                                       ------------
                                     $176,314,665                                       $176,647,796
                                     ------------                                       ------------
</TABLE>

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


                                       14
<PAGE>
Interest expense  includes a commitment fee of  approximately  0.18% per year on
the unused portion of the Commercial  Paper  Facility.  In the event that the CP
issuer is unable or  unwilling to maintain  advances to the Fund,  it may assign
its advances to the providers of the Liquidity  Facility.  Borrowings  under the
Liquidity Facility will be at an annual rate of one-month Libor plus 0.75%.

Initial  borrowings  under  the  Commercial  Paper  Facility  have  been used to
purchase qualifying assets, to pay organizational  costs and selling expenses of
the Fund, and to provide for short-term liquidity needs of the Fund.  Additional
borrowings  under the  Commercial  Paper  Facility may be made in the future for
these purposes.  At March 31, 2001 and at December 31, 2000, amounts outstanding
under the  Commercial  Paper Facility  totaled  $613,500,000  and  $613,500,000,
respectively.

9 Management Fee and Other Transactions with Affiliates

The Fund and the Portfolio have engaged Boston  Management and Research (BMR), a
wholly-owned  subsidiary of EVM, as investment  adviser.  Under the terms of the
advisory agreement with the Portfolio,  BMR receives a monthly fee of 5/96 of 1%
(0.625%  annually)  of the  average  daily  net  assets of the  Portfolio  up to
$500,000,000 and at reduced rates as daily net assets exceed that level. For the
three  months  ended March 31, 2001 and for the period from the Fund's  start of
business,  March 17, 2000, to March 31, 2000, the advisory fee applicable to the
Portfolio  was  0.44%  (annualized),  of  average  daily net  assets.  Belvedere
Capital's  allocated  portion  of the  advisory  fee was  $10,312,208  of  which
$2,575,524  was allocated to the Fund for the three months ended March 31, 2001,
and  $1,510,251 of which $113,489 was allocated to the Fund, for the period from
the Fund's start of business, March 17, 2000, to March 31, 2000.

In addition,  Belmar  Capital pays BMR, but for the fee cap described  below,  a
monthly  advisory and  administrative  fee of 1/20 of 1% (0.60% annually) of the
average  daily  gross  assets of Belmar  Capital  reduced by the  portion of the
advisory  and  management  fees  payable  by  the  Portfolio  and  BRC  that  is
attributable to the value of the Fund's direct or indirect  investment  therein.
The term "gross assets" with respect to Belmar Capital is defined to include all
of Belmar Capital's  assets  (including  Belmar Capital's  interest in Belvedere
Capital  and Belmar  Capital's  ratable  share of the  assets of its  controlled
subsidiaries),  without  reduction  by any  liabilities.  BRC pays BMR a monthly
management  fee at a rate of 1/20 of 1%  (equivalent  to 0.60%  annually) of the
average  daily gross assets of BRC. The term "gross  assets" with respect to BRC
is defined to include all assets of BRC without  reduction  by any  liabilities.
The advisory and management  fees payable by the Portfolio and BRC in respect of
Belmar Capital's direct or indirect investment therein is credited toward Belmar
Capital's advisory and  administrative  fee payment.  For the three months ended
March 31, 2001 and for the period from the start of business, March 17, 2000, to
March 31, 2000, the advisory and  administrative fee payable to BMR by the Fund,
less  the  Fund's  allocated  share of the  Portfolio's  advisory  fee,  totaled
$1,931,895 and $93,078, respectively.

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

As compensation for its services as placement  agent,  Belmar Capital pays Eaton
Vance Distributors,  Inc. (EVD) a monthly distribution fee at a rate of 1/120 of
1% (equivalent to 0.10% annually) of Belmar Capital's  average daily net assets.


                                       14
<PAGE>
For the three  months  ended March 31, 2001 and for the period from the start of
business,  March 17, 2000, to March 31, 2000, Belmar Capital's distribution fees
paid or accrued to EVD totaled $590,917 and $26,059, respectively.

Payments to the Eaton Vance  organization for investment  advisory,  management,
administration and distribution  services made by or in respect of the Fund on a
direct or  indirect  basis are subject to a monthly fee cap at a rate of 1/20 of
1%  (equivalent  to 0.60%  annually) of the average daily gross assets of Belmar
Capital  (as  defined  above).  Payments  subject to the monthly fee cap are the
distribution  fee,  Belmar  Capital's  share of the advisory and management fees
paid by the Portfolio,  and BRC and Belmar Capital's advisory and administrative
fee.   BMR  has  agreed  to  waive  a  portion  of  the  monthly   advisory  and
administrative  fee otherwise  payable by Belmar  Capital as necessary to comply
with the monthly fee cap.  For the three months ended March 31, 2001 and for the
period from the start of business,  March 17, 2000,  to March 31, 2000,  BMR has
waived $590,917 and $26,059,  respectively,  of the advisory and  administrative
fee of Belmar Capital.

Pursuant to a servicing  agreement between Belvedere Capital and EVD,  Belvedere
Capital  pays  a  servicing  fee to  EVD  for  providing  certain  services  and
information to  shareholders.  The servicing fee is paid on a quarterly basis at
an annual  rate of 0.15% of  Belvedere  Capital's  average  daily net assets and
totaled  $3,524,790  and  $530,248 for the three months ended March 31, 2001 and
for the period from the start of business,  March 17,  2000,  to March 31, 2000,
respectively,  of which  $868,583 and $40,048,  respectively,  was  allocated to
Belmar  Capital.  Pursuant to a servicing  agreement  between Belmar Capital and
EVD,  Belmar  Capital  pays a servicing  fee to EVD on a  quarterly  basis at an
annual rate of 0.25% of Belmar Capital's  average daily net assets,  less Belmar
Capital's allocated share of the servicing fee payable by Belvedere Capital. For
the three  months  ended  March 31,  2001 and for the  period  from the start of
business,  March 17, 2000, to March 31, 2000, the servicing fee paid directly by
Belmar  Capital  totaled  $599,947  and  $11,964,  respectively.  Of the amounts
allocated  to and  incurred by the Fund,  for the three  months  ended March 31,
2001, $53,013 was paid to subagents.  For the period from the start of business,
March 17, 2000, to March 31, 2000, no amounts were paid to subagents.

Bel   Apartments   indirectly   holds  real  property   through  four  operating
partnerships. Each operating partnership has entered into a management agreement
with an affiliate of the Bel  Apartments  minority  shareholder.  The management
agreements  provide for a  management  fee and allows for  reimbursement  to the
manager for all direct  expenses  incurred by the manager for  managing  the Bel
Apartments properties. For the three months ended March 31, 2001, Bel Apartments
paid or accrued  property  management fees amounting to $351,208.  There were no
management fees paid or accrued by Bel Apartments for the period from the Fund's
start of business, March 17, 2000, to March 31, 2000.

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

Increases and decreases in Belmar Capital Fund LLC's (Belmar  Capital) net asset
value per  share are  derived  from net  investment  income,  and  realized  and
unrealized  gains and  losses on Belmar  Capital's  interest  through  Belvedere


                                       15
<PAGE>
Capital Fund Company LLC  (Belvedere  Capital) in Tax-Managed  Growth  Portfolio
(the  Portfolio),  real estate  investments  held through its subsidiary  Belmar
Realty Corporation (BRC) and any direct investments of Belmar Capital.  Expenses
of Belmar  Capital  include its  pro-rata  share of the  expenses  of  Belvedere
Capital,  and  indirectly  the  Portfolio,  as well as the  actual  and  accrued
expenses of Belmar  Capital and BRC,  including  its  subsidiary,  Bel  Alliance
Apartments,  LLC (Bel Apartments).  Belmar Capital's most significant expense is
interest  incurred on  borrowings  incurred in  connection  with its real estate
investments.  Belmar  Capital's  realized  and  unrealized  gains and  losses on
investments  are based on its  allocated  share of the realized  and  unrealized
gains and losses of Belvedere Capital, and indirectly, the Portfolio, as well as
realized and  unrealized  gains and losses on investments in real estate through
BRC. The realized and unrealized  gains and losses on investments  have the most
significant impact on Belmar Capital's net asset value per share and result from
sales of such investments and changes in their underlying value. The investments
of the  Portfolio  consist  primarily  of common  stocks of domestic and foreign
growth  companies  that are  considered to be high in quality and  attractive in
their long-term  investment  prospects.  Because the securities  holdings of the
Portfolio are broadly  diversified,  the performance of the Portfolio  cannot be
attributed to one particular stock or one particular  industry or market sector.
The performance of the Portfolio and Belmar Capital are substantially influenced
by the overall  performance of the United States stock market, as well as by the
relative performance versus the overall market of specific stocks and classes of
stocks in which the Portfolio  maintains large positions.  Through the impact of
interest   rates  on  the   valuation  of  Belmar   Capital's   investments   in
income-producing   preferred   equity   interests   in  real  estate   operating
partnerships  (Partnership  Preference Units) held through BRC and its positions
in interest rate swap  agreements,  the  performance  of Belmar  Capital is also
affected by movements in interest  rates,  and  particularly,  changes in credit
spread  relationships.   On  a  combined  basis,  Belmar  Capital's  Partnership
Preference Units and interest rate swaps generally  decline in value when credit
spreads  widen (as fixed income  markets grow more  risk-averse)  and  generally
increase in value when credit spreads tighten.

RESULTS OF OPERATIONS FOR THE QUARTER ENDED MARCH 31, 2001

The Fund achieved total return performance of -11.0% for the quarter ended March
31,  2001.  This  return  reflects a decrease  in the Fund's net asset value per
share from $97.83 to $87.12. For comparison,  the S&P 500, an unmanaged index of
large  capitalization  stocks  commonly used as a benchmark for the U.S.  equity
market, had a total return of -11.9% over the same period.

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


                                       16
<PAGE>
In the fixed income  markets,  the first  quarter saw stable  interest  rates on
benchmark government bonds and stable credit spreads. The series of rate cuts by
the Federal Reserve had little impact on the pricing of longer-term fixed income
obligations.  Changes  in  valuation  of  the  Fund's  holdings  of  Partnership
Preference  Units and other real estate  investments had a small positive impact
on the Fund's performance during the period.

Liquidity and Capital Resources

As of March 31,  2001,  Belmar  Capital  had  outstanding  borrowings  of $613.5
million under a seven-year  revolving  securitization  facility (the "Commercial
Paper  Facility")  with a  special  purpose  commercial  paper  issuer  (the "CP
Issuer")  and  Citicorp  North  America,  Inc.  as agent for the CP Issuer.  The
Commercial  Paper Facility is supported by a committed  liquidity  facility (the
"Liquidity  Facility")  provided by Citibank,  N.A.,  the term of which  extends
until March 17, 2007. The Fund's obligations under the Commercial Paper Facility
and Liquidity  Facility  (collectively,  the "Credit Facility") are secured by a
pledge of substantially all of its assets, including BRC common stock and shares
of Belvedere  Capital held by the Fund.  Belmar Capital has available  under the
Credit  Facility  $86.5 million in unused loan  commitments  to meet  short-term
liquidity needs and for other purposes.

Belmar  Capital  may  redeem  shares of  Belvedere  Capital  at any  time.  Both
Belvedere  Capital and the  Portfolio  follow the  practice of normally  meeting
redemptions  by  distributing  securities  drawn from the  Portfolio.  Belvedere
Capital and the Portfolio may also meet redemptions by distributing  cash. As of
March 31, 2001,  the  Portfolio  had cash and  short-term  investments  totaling
$380.4  million.  The  Portfolio  participates  in  a  $150  million  multi-fund
unsecured  line of credit  agreement  with a group of banks.  The  Portfolio may
temporarily  borrow  from the line of credit to satisfy  redemption  requests in
cash or to settle  investment  transactions.  The Portfolio  had no  outstanding
borrowings  under the $150 million line of credit at March 31, 2001,  and, as of
that date, the net assets of the Portfolio totaled $16,909.7 million.  To ensure
liquidity for investors in the Portfolio, the Portfolio may not invest more than
15% of its net  assets in  illiquid  assets.  As of March 31,  2001,  restricted
securities, which are considered illiquid, constituted 2.7% of the net assets of
the Portfolio.

The  Partnership  Preference  Units  held by BRC are not  registered  under  the
Securities  Act of 1933 (the  Securities  Act) and are  subject  to  substantial
restrictions on transfer. As such, they are considered illiquid.

BRC's  investments in real estate apart from  Partnership  Preference  Units are
also  considered  illiquid.  BRC's  investment in Bel  Apartments  similarly are
considered  illiquid,  and have been structured as an investment of at least ten
years (until 2010), at which time a buy/sell  mechanism offers liquidity to both
BRC and its respective minority shareholder.

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


                                       17
<PAGE>
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS

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

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

Risks of Certain Investment Techniques

In  managing  the  Portfolio,  the  investment  adviser  may  purchase  or  sell
derivative   instruments  (which  derive  their  value  by  reference  to  other
securities,  indices,  instruments,  or currencies) to hedge against  securities
price declines and currency movements and to enhance returns.  Such transactions
may include,  without  limitation,  the purchase and sale of stock index futures
contracts  and options on stock index  futures;  the purchase of put options and
the sale of call options on securities held;  equity swaps; and the purchase and
sale of forward currency exchange contracts and currency futures.  The Portfolio
may make short sales of securities  provided that an equal amount is held of the
security  sold  short  (a  covered  short  sale)  and may  also  lend  portfolio
securities.  The use of these  investment  techniques is a specialized  activity
that  may be  considered  speculative  and  which  can  expose  the Fund and the
Portfolio  to  significant  risk of loss.  Successful  use of  these  investment
techniques is subject to the ability and performance of the investment  adviser.
The Fund's and the Portfolio's  ability to meet their investment  objectives may
be adversely affected by the use of these techniques. The writer of an option or
a party to an  equity  swap may  incur  losses  that  substantially  exceed  the
payments, if any, received from a counterparty. Swaps, caps, floors, collars and
over-the-counter  options are private contracts in which there is also a risk of
loss in the event of a default on an obligation to pay by the counterparty. Such
instruments  may be  difficult  to value,  may be illiquid and may be subject to
wide  swings in  valuation  caused  by  changes  in the price of the  underlying
security,  index,  instrument  or  currency.  In  addition,  if the  Fund or the
Portfolio  has  insufficient  cash  to meet  margin,  collateral  or  settlement
requirements,   it  may  have  to  sell   assets  to  meet  such   requirements.
Alternatively, should the Fund or the Portfolio fail to meet these requirements,
the counterparty or broker may liquidate positions of the Fund or the Portfolio.
The Portfolio may also have to sell or deliver securities  holdings in the event


                                       18
<PAGE>
that it is not able to purchase securities on the open market to cover its short
positions or to close out or satisfy an exercise  notice with respect to options
positions it has sold.  In any of these cases,  such sales may be made at prices
or in circumstances that the investment adviser considers unfavorable.

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

Interest Rate Risk

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

The following table summarizes the contractual  maturities and  weighted-average
interest rates  associated  with the Fund's  significant  non-trading  financial
instruments.  The Fund has no market risk sensitive instruments held for trading
purposes.  This information  should be read in conjunction with Notes 7 and 8 to
the condensed consolidated financial statements.


                                       19
<PAGE>
<TABLE>
                                                       Interest Rate Sensitivity
                                          Principal (Notional) Amount by Contractual Maturity
                                                 For the Twelve Months Ended March 31,

                     2002       2003         2004         2005          2006       Thereafter         Total          Fair Value
                    -------- ------------ ------------ ------------ ------------- -------------- ---------------- -----------------
<S>                  <C>        <C>          <C>          <C>           <C>        <C>                <C>            <C>
Rate sensitive
liabilities:
-------------------
Long term debt -
variable rate
Credit Facility
                                                                                  613,500,000    613,500,000      613,500,000
Average
 interest rate                                                                        5.21%           5.21%

Rate sensitive
 derivative
 financial
 instruments:
-------------------
Pay fixed/
 Receive
 variable
 interest rate
 swap contracts                                                                    601,656,000     601,656,000      47,392,105
Average
 pay rate                                                                             8.96%           8.96%
Average receive
 rate                                                                                 5.21%           5.21%
</TABLE>

Risks of Investing in Qualifying Assets and Leverage

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


                                       20
<PAGE>
Partners will more likely be pursued  independently,  rather than  through,  the
real estate joint  ventures.  Financial  difficulties  encountered  by Operating
Partners in their other  businesses  may interfere  with the  operations of real
estate joint ventures.

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

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

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

                                       21
<PAGE>
PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

The Fund is not aware of any pending  legal  proceedings  to which the Fund is a
party or to which its assets are subject.

ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS.

     None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

     None.

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

     None.

ITEM 5. OTHER INFORMATION.

     None.

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

     (a) Exhibits
     21 List of subsidiaries


                                       22
<PAGE>
                                   SIGNATURES


Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned  officer of its  Manager,  Eaton  Vance  Management  thereunto  duly
authorized on August 8, 2001.

                                BELMAR CAPITAL FUND LLC
                                (Registrant)

                                By: EATON VANCE MANAGEMENT,
                                    its Manager


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


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


                                       23
<PAGE>
                                  EXHIBIT INDEX


21   List of subsidiaries





                                       24