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. 000-32633
                                              ---------


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

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

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

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

                                      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>
                             BELMAR 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                                             16

Item 3. Quantitative and Qualitative Disclosures About Market Risk            21

Item 4. Controls and Procedures                                               22

PART  II OTHER INFORMATION

Item 1. Legal Proceedings                                                     23

Item 2. Changes in Securities and Use of Proceeds                             23

Item 3. Defaults Upon Senior Securities                                       23

Item 4. Submission of Matters to a Vote of Security Holders                   23

Item 5. Other Information                                                     23

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.
----------------------------------------------------

BELMAR CAPITAL FUND LLC
Condensed Consolidated Statements of Assets and Liabilities

                                                                                         June 30, 2003            December 31,
                                                                                          (Unaudited)                 2002
                                                                                          ---------------       ---------------
<S>                                                                                       <C>                   <C>
Assets:
    Investment in Belvedere Capital Fund Company LLC
       (Belvedere Capital)                                                                $ 1,759,668,762       $ 1,645,261,953
    Investment in Partnership Preference Units                                                564,457,347           550,352,892
    Investment in other real estate                                                           190,619,619           203,940,755
    Short-term investments                                                                      3,499,133                     -
                                                                                          ---------------       ---------------
Total investments                                                                         $ 2,518,244,861       $ 2,399,555,600
    Cash                                                                                        5,360,848             6,149,096
    Escrow deposits - restricted                                                                3,814,264             4,583,810
    Dividends and interest receivable                                                           3,857,954             2,456,370
    Receivable for securities sold                                                                      -            29,285,540
    Other assets                                                                                3,259,186             3,608,880
                                                                                          ---------------       ---------------
Total assets                                                                              $ 2,534,537,113       $ 2,445,639,296
                                                                                          ---------------       ---------------

Liabilities:
    Loan payable - Credit Facility                                                        $   596,500,000       $   596,500,000
    Mortgages payable                                                                         161,805,384           162,461,900
    Open interest rate swap contracts, at value                                                33,845,164            47,057,312
    Swap interest payable                                                                       1,144,894             1,696,469
    Security deposits                                                                             804,009               776,772
    Notes payable to minority shareholder                                                         565,972               565,972
    Accrued expenses:
       Interest expense                                                                         1,208,793             2,487,473
       Property taxes                                                                           1,611,872             3,143,437
       Other expenses and liabilities                                                           2,284,702             1,601,191
    Minority interests in controlled subsidiaries                                               7,629,071             9,118,965
                                                                                          ---------------       ---------------
Total liabilities                                                                         $   807,399,861       $   825,409,491
                                                                                          ---------------       ---------------

Net assets                                                                                $ 1,727,137,252       $ 1,620,229,805

                                                                                          ---------------       ---------------
Shareholders' Capital                                                                     $ 1,727,137,252       $ 1,620,229,805
                                                                                          ---------------       ---------------

Shares Outstanding                                                                             23,015,462            23,190,678
                                                                                          ---------------       ---------------

Net asset value and redemption price per Share                                            $         75.04       $         69.87
                                                                                          ---------------       ---------------


                         See notes to unaudited condensed consolidated financial statements

                                               3
</TABLE>
<PAGE>
BELMAR 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 $112,152, $110,981,
      $184,755 and $140,336, respectively)              $   6,156,100      $   6,226,651      $  12,106,567       $  11,671,790
    Interest allocated from Belvedere Capital                 184,836            146,166            303,678             327,524
    Expenses allocated from Belvedere Capital              (2,580,274)        (3,038,724)        (5,008,200)         (6,184,777)
                                                        ---------------    ---------------    ---------------     ---------------
    Net investment income allocated from
      Belvedere Capital                                 $   3,760,662      $   3,334,093      $   7,402,045       $   5,814,537
    Dividends from Partnership Preference Units            12,150,878         13,191,317         24,635,410          27,103,846
    Rental income                                           8,657,559          8,770,649         17,245,049          17,513,538
    Interest                                                   33,976             46,494             58,103              58,389
                                                        ---------------    ---------------    ---------------     ---------------
Total investment income                                 $  24,603,075      $  25,342,553      $  49,340,607       $  50,490,310
                                                        ---------------    ---------------    ---------------     ---------------

Expenses:
    Investment advisory and administrative fees         $   1,801,410      $   1,996,181      $   3,537,849       $   4,100,935
    Property management fees                                  334,588            347,172            673,575             694,821
    Distribution and servicing fees                           826,426            996,600          1,586,055           2,040,086
    Interest expense on mortgages                           3,612,337          3,805,226          7,160,183           7,626,983
    Interest expense on Credit Facility                     2,162,197          3,546,268          4,907,997           7,223,852
    Interest expense on swap contracts                      9,551,052          9,840,142         19,242,769          20,037,973
    Property and maintenance expenses                       3,109,717          2,851,751          5,888,310           5,558,137
    Property taxes and insurance                            1,196,216          1,248,259          2,373,519           2,478,566
    Miscellaneous                                             447,974            221,139            644,784             504,128
                                                        ---------------    ---------------    ---------------     ---------------
Total expenses                                          $  23,041,917      $  24,852,738      $  46,015,041       $  50,265,481
Deduct-
    Reduction of investment advisory
      and administrative fees                                 417,691            500,383            799,699           1,015,852
                                                        ---------------    ---------------    ---------------     ---------------
Net expenses                                            $  22,624,226      $  24,352,355      $  45,215,342       $  49,249,629
                                                        ---------------    ---------------    ---------------     ---------------
Net investment income before
    minority interest in net income of
    controlled subsidiary                               $   1,978,849      $     990,198      $   4,125,265       $   1,240,681
Minority interest in net income
    of controlled subsidiary                                  (94,806)           (97,540)          (232,351)           (211,932)
                                                        ---------------    ---------------    ---------------     ---------------
Net investment income                                   $   1,884,043      $     892,658      $   3,892,914       $   1,028,749
                                                        ---------------    ---------------    ---------------     ---------------


                         See notes to unaudited condensed consolidated financial statements

                                               4
</TABLE>
<PAGE>
BELMAR 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)                     $     2,922,615    $ (118,185,963)    $   (4,318,937)     $ (130,723,188)
   Investment transactions in Partnership
    Preference Units (identified cost basis)                  1,172,600         2,285,305          1,811,300           2,285,305
   Investment transactions in other real estate
    (net of minority interest in realized loss of
    controlled subsidiary of $0, $(483,457),
    $0, and $(483,457), respectively)                                 -        (1,797,001)                 -          (1,797,001)
                                                        ---------------    ---------------    ---------------     ---------------
Net realized gain (loss)                                $     4,095,215    $ (117,697,659)    $   (2,507,637)     $ (130,234,884)
                                                        ---------------    ---------------    ---------------     ---------------

Change in unrealized appreciation
   (depreciation) -
    Investment in Belvedere Capital
      (identified cost basis)                           $   202,414,631    $ (135,368,463)    $  129,298,443      $ (108,446,689)
    Investments in Partnership Preference Units
      (identified cost basis)                                11,475,814        21,142,806         26,287,255          21,073,173
    Investments in other real estate
      (net of minority interest in unrealized
      gain (loss) of controlled subsidiary of
      $(1,734,236), $550,045, $(1,722,246)
      and $(210,400), respectively)                         (10,917,092)        1,912,828        (12,300,380)          2,673,275
    Interest rate swap contracts                              5,372,060        (8,966,738)        13,212,148            (839,108)
                                                        ---------------    ---------------    ---------------     ---------------
Net change in unrealized appreciation
   (depreciation)                                       $   208,345,413    $ (121,279,567)    $  156,497,466      $  (85,539,349)
                                                        ---------------    ---------------    ---------------     ---------------

Net realized and unrealized gain (loss)                 $   212,440,628    $ (238,977,226)    $  153,989,829      $ (215,774,233)
                                                        ---------------    ---------------    ---------------     ---------------

Net increase (decrease) in net assets from
   operations                                           $   214,324,671    $ (238,084,568)    $  157,882,743      $ (214,745,484)
                                                        ===============    ===============    ===============     ===============


                         See notes to unaudited condensed consolidated financial statements

                                               5
</TABLE>
<PAGE>
BELMAR 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                                                               $     3,892,914        $      1,028,749
    Net realized loss from investment transactions                                           (2,507,637)           (130,234,884)
    Net change in unrealized appreciation (depreciation)
      of investments                                                                        156,497,466             (85,539,349)
                                                                                        ----------------       -----------------
Net increase (decrease) in net assets from operations                                   $   157,882,743        $   (214,745,484)
                                                                                        ----------------       -----------------

Transactions in Fund Shares -
    Net asset value of Fund Shares issued to Shareholders in
      payment of distributions declared                                                 $    18,603,337        $              -
    Net asset value of Fund Shares redeemed                                                 (30,258,245)            (39,273,372)
                                                                                        ----------------       -----------------
Net decrease in net assets from Fund Share transactions                                 $   (11,654,908)       $    (39,273,372)
                                                                                        ----------------       -----------------

Distributions -
    Distributions to Shareholders                                                       $   (39,320,388)       $              -
                                                                                        ----------------       -----------------
Total distributions                                                                     $   (39,320,388)       $              -
                                                                                        ----------------       -----------------

Net increase (decrease) in net assets                                                   $   106,907,447        $   (254,018,856)

Net assets:
    At beginning of period                                                              $ 1,620,229,805        $  2,108,684,133
                                                                                        ----------------       -----------------
    At end of period                                                                    $ 1,727,137,252        $  1,854,665,277
                                                                                        ================       =================


                         See notes to unaudited condensed consolidated financial statements

                                               6
</TABLE>
<PAGE>
BELMAR 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                                   $   157,882,743        $  (214,745,484)
Adjustments to reconcile net increase (decrease) in net assets from operations
    to net cash flows from operating activities -
      Amortization of debt issuance costs                                                       169,002                177,558
      Net investment income allocated from Belvedere Capital                                 (7,402,045)            (5,814,537)
      Decrease in escrow deposits                                                               769,546              2,431,430
      Decrease in receivable for securities sold                                             29,285,540                      -
      Decrease in other assets                                                                  180,692                378,024
      Increase in dividends and interest receivable                                          (1,401,584)            (1,862,066)
      Decrease in interest payable for open swap contracts                                     (551,575)               (63,851)
      Decrease in security deposits, accrued interest and
        accrued other expenses and liabilities                                                 (567,932)            (1,132,963)
      Decrease in accrued property taxes                                                     (1,531,565)            (1,335,243)
      Proceeds from sales of Partnership Preference Units                                    13,994,100             30,488,828
      Decrease in cash due to sale of one multifamily real estate property                            -                (17,946)
      (Increase) decrease in short-term investments                                          (3,499,133)             3,919,805
      Improvements to rental property                                                          (701,489)            (1,101,239)
      Net increase in investment in Belvedere Capital                                       (10,866,251)           (24,696,694)
      Minority interest in net income of controlled subsidiary                                  232,351                211,932
      Net realized loss from investment transactions                                          2,507,637            130,234,884
      Net change in unrealized (appreciation) depreciation of investments                  (156,497,466)            85,539,349
                                                                                        ----------------       ----------------
Net cash flows from operating activities                                                $    22,002,571        $     2,611,787

Cash Flows From (For) Financing Activities -
    Payments on mortgages                                                               $      (656,516)       $      (643,863)
    Payments for Fund Shares redeemed                                                        (1,417,252)            (1,857,864)
    Payment on notes payable to minority shareholder                                                  -               (134,028)
    Distributions paid to Shareholders                                                      (20,717,051)                     -
                                                                                        ----------------       ----------------
Net cash flows for financing activities                                                 $   (22,790,819)       $    (2,635,755)

Net decrease in cash                                                                    $      (788,248)       $       (23,968)

Cash at beginning of period                                                             $     6,149,096        $     1,658,511
                                                                                        ----------------       ----------------
Cash at end of period                                                                   $     5,360,848        $     1,634,543
                                                                                        ================       ================


                         See notes to unaudited condensed consolidated financial statements

                                               7
</TABLE>
<PAGE>
BELMAR 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                                           $   4,637,461          $   5,982,934
      Interest paid on mortgages                                                        $   6,962,700          $   7,571,410
      Interest paid on swap contracts                                                   $  19,794,344          $  20,101,824
      Market value of securities distributed in payment of
         redemptions                                                                    $  28,840,993          $  37,415,508
      Market value of real property and other assets, net of
         current liabilities, disposed of in conjunction with the sale
         of one multifamily property in other real estate                               $           -          $  10,276,498
      Mortgage disposed of in conjunction with the sale of one
         multifamily property in other real estate                                      $           -          $  11,771,520


                         See notes to unaudited condensed consolidated financial statements

                                               8
</TABLE>
<PAGE>
BELMAR 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>
Net asset value - Beginning of period                                                                       $       69.870
------------------------------------------------------------------------------------------------------------------------------------

Income (loss) from operations
------------------------------------------------------------------------------------------------------------------------------------
Net investment income (6)                                                                                   $         0.168
Net realized and unrealized gain                                                                                      6.702
------------------------------------------------------------------------------------------------------------------------------------
Total income from operations                                                                                $         6.870
------------------------------------------------------------------------------------------------------------------------------------

Distributions
------------------------------------------------------------------------------------------------------------------------------------
Distributions to Shareholders                                                                               $        (1.700)
------------------------------------------------------------------------------------------------------------------------------------
Total distributions                                                                                         $        (1.700)
------------------------------------------------------------------------------------------------------------------------------------

Net asset value - End of period                                                                             $        75.040
------------------------------------------------------------------------------------------------------------------------------------

Total Return (1)                                                                                                      10.00%
------------------------------------------------------------------------------------------------------------------------------------

                                                                                 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)                                       0.68%    (8)                 0.46%     (8)
    Operating expenses  (7)                                                       0.86%    (8)                 0.58%     (8)
Belmar Capital Fund LLC Expenses
    Interest and other borrowing costs  (4)                                       3.02%    (8)                 2.04%     (8)
    Investment advisory and administrative fees,
       servicing fees and other Fund operating expenses (3)(4)                    1.22%    (8)                 0.83%     (8)
                                                                                 --------------------------------------------
Total expenses                                                                    5.78%    (8)                 3.91%     (8)

Net investment income                                                             0.49%    (8)                 0.33%     (8)
------------------------------------------------------------------------------------------------------------------------------------

Supplemental Data
------------------------------------------------------------------------------------------------------------------------------------
Net assets, end of period (000's omitted)                                                                   $  1,727,137
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 Belmar Capital Fund LLC (Belmar Capital)
       (including Belmar Capital's interest in Belvedere Capital Fund Company LLC (Belvedere Capital) and Belmar Capital's ratable
       share of the assets of its directly and indirectly controlled subsidiaries), without reduction by any liabilities.  For this
       purpose, the assets of Belmar Realty Corporation's (Belmar Realty) controlled subsidiary are reduced by the proportionate
       interests therein of investors other than Belmar Realty.
(3)    Includes Belmar Capital's share of Belvedere Capital's allocated expenses, including those expenses allocated from the
       Portfolio.
(4)    Includes the expenses of Belmar Capital and Belmar Realty.  Does not include expenses of the real estate subsidiary
       majority-owned by Belmar Realty.
(5)    For the purpose of calculating ratios, the income and expenses of Belmar Realty's controlled subsidiary are reduced by the
       proportionate interests therein of investors other than Belmar Realty.
(6)    Calculated using average shares outstanding.
(7)    Includes Belmar Realty's proportional share of expenses incurred by its majority-owned subsidiary.
(8)    Annualized.


                         See notes to unaudited condensed consolidated financial statements

                                               9
</TABLE>
<PAGE>
BELMAR 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 Belmar Capital Fund
LLC (Belmar  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 Estate Freeze

Shareholders  in Belmar  Capital are  entitled to  restructure  their Fund Share
interests under what is termed an Estate Freeze  Election.  Under this election,
Fund Shares are  divided  into  Preferred  Shares and Common  Shares.  Preferred
Shares have a preferential  right over the corresponding  Common Shares equal to
(i) 95% of the original  capital  contribution  made in respect of the undivided
Shares from which the Preferred Shares and Common Shares were derived, plus (ii)
an annuity priority return equal to 8.5% of the Preferred  Shares'  preferential
interest in the original capital  contribution of the undivided Fund Shares. The
associated  Common  Shares are  entitled  to the  remaining  5% of the  original
capital  contribution  in  respect of the  undivided  Shares,  plus any  returns
thereon in excess of the fixed annual priority of the Preferred  Shares. At June
30, 2003 and December 31, 2002,  the Preferred  Shares were valued at $75.04 and
$69.87,  respectively,  and the Common  Shares had no value.  The  existence  of
restructured Fund Shares does not adversely affect  Shareholders who do not make
an election nor do the restructured Fund Shares have preferential rights to Fund
Shares that have not been  restructured.  Shareholders who subdivide Fund Shares
under this election  sacrifice  certain  rights and  privileges  that they would
otherwise have with respect to the Fund Shares so divided,  including redemption
rights and voting and consent  rights.  Upon the  twentieth  anniversary  of the
issuance  of the  associated  undivided  Fund  Shares  to the  original  holders
thereof,  Preferred and Common Shares will  automatically  convert into full and
fractional undivided Fund Shares.

                                       10
<PAGE>
3 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                                  $10,000,000            $57,542,029
Decreases in investment in Belvedere Capital                                  $27,974,742            $70,260,843
Sales of Partnership Preference Units (1)                                     $13,994,100            $30,488,828
---------------------------------------------------------------------------------------------------------------------
</TABLE>
(1)  Sales of  Partnership  Preference  Units for the six months  ended June 30,
     2003 and 2002 include certain sales to other funds sponsored by Eaton Vance
     Management  for which a gain of $638,700  and  $2,285,305  was  recognized,
     respectively.

In  June  2002,  one of the  multifamily  residential  properties  owned  by Bel
Alliance  Apartments,  LLC  (Bel  Apartments)  was sold to an  affiliate  of the
minority  shareholder  in Bel  Apartments  for  which a loss of  $1,797,001  was
recognized.

4 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)                               $ 1,759,668,762          $1,883,770,915
Income allocated to Belvedere Capital from the Portfolio                     $    66,798,353          $   59,178,086
Income allocated to the Fund from Belvedere Capital                          $    12,410,245          $   11,999,314
Expenses allocated to Belvedere Capital from the Portfolio                   $    20,113,419          $   22,716,704
Expenses allocated to the Fund from Belvedere Capital                        $     5,008,200          $    6,184,777
------------------------------------------------------------------------------------------------------------------------
</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 18.3% and 20.0% 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:

                                       11
<PAGE>
<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>

5 Cancelable Interest Rate Swap Agreements

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

<TABLE>
  Notional                                        Initial
   Amount                                        Optional           Final            Unrealized              Unrealized
   (000's        Fixed         Floating         Termination      Termination        Depreciation            Depreciation2002
  omitted)        Rate           Rate              Date             Date          At June 30, 2003      At December 21, 2002
------------------------------------------------------------------------------------------------------------------------------
<S>   <C>        <C>               <C>             <C>              <C>                   <C>                     <C>
      $27,500    8.96%     LIBOR + 0.40%           3/05             3/30                  $ 3,156,704             $ 3,589,811
       19,146    9.09%     LIBOR + 0.40%           4/04             3/30                    1,177,538               1,721,750
       43,181    9.20%     LIBOR + 0.40%           6/03             3/30                           -*               1,544,077
       21,766    9.24%     LIBOR + 0.40%           4/03             3/30                           -*                 491,825
       38,102    9.11%     LIBOR + 0.40%           2/04             3/30                    1,846,254               3,020,889
       20,659    9.13%     LIBOR + 0.40%           11/03            3/30                      622,280               1,317,687
       23,027    9.05%     LIBOR + 0.40%           7/04             3/30                    1,793,759               2,366,994
       10,773    9.54%     LIBOR + 0.40%           4/03             3/30                           -*                 253,235
       12,984    9.50%     LIBOR + 0.40%           6/03             3/30                           -*                 483,956
        9,608    9.46%     LIBOR + 0.40%           11/03            3/30                      301,995                 647,043
       13,274    9.42%     LIBOR + 0.40%           2/04             3/30                      670,835               1,111,586
       12,063    9.38%     LIBOR + 0.40%           4/04             3/30                      774,068               1,145,024
       10,799    9.35%     LIBOR + 0.40%           7/04             3/30                      882,642               1,178,045
       41,185    9.31%     LIBOR + 0.40%           9/04             3/30                    3,821,606               4,841,445
        7,255    9.26%     LIBOR + 0.40%           3/05             3/30                      881,375               1,013,121
       22,982    9.17%     LIBOR + 0.40%           2/03             3/30                           -*                 163,553
       28,305    9.15%     LIBOR + 0.40%           4/03             3/30                           -*                 631,854
       32,404    9.13%     LIBOR + 0.40%           6/03             3/30                           -*               1,146,899
        3,383    9.08%     LIBOR + 0.40%           11/03            3/30                      101,246                 213,883
       12,062    9.00%     LIBOR + 0.40%           2/04             3/30                      575,298                 936,025
       24,622   8.985%     LIBOR + 0.40%           4/04             3/30                    1,489,606               2,167,107
        9,184    8.97%     LIBOR + 0.40%           7/04             3/30                      705,597                 927,854
       13,454    8.93%     LIBOR + 0.40%           9/04             3/30                    1,169,034               1,459,523
       17,888    8.87%     LIBOR + 0.40%           3/05             3/30                    2,015,626               2,283,727

                                       12
<PAGE>
       39,407    7.46%     LIBOR + 0.40%             -              9/10                    9,474,035               8,423,378
       11,776    8.34%     LIBOR + 0.40%           3/05             3/30                    1,167,966               1,287,360
        2,338    8.41%     LIBOR + 0.40%           9/04             3/30                      181,690                 220,542
       23,636    8.48%     LIBOR + 0.40%           2/04             3/30                    1,036,010               1,623,935
       20,265    8.60%     LIBOR + 0.40%           6/03             3/30                           -*                 655,632
       28,629    8.66%     LIBOR + 0.40%           2/03             3/30                           -*                 189,552
------------------------------------------------------------------------------------------------------------------------------
                                                                                         $ 33,845,164            $ 47,057,312
------------------------------------------------------------------------------------------------------------------------------
</TABLE>
* Agreement was terminated on the Initial Optional Termination Date.

6 Debt

Credit  Facility - Effective on June 30, 2003,  Belmar  Capital  refinanced  the
existing credit  facility with Citicorp North America,  Inc. with two new credit
arrangements  (collectively,  the Credit Facility)  totaling  $700,000,000.  The
Credit  Facility  has a  seven-year  maturity  and will expire on June 25, 2010.
Belmar Capital's  obligations  under the Credit Facility are secured by a pledge
of its assets, excluding the assets of Bel Apartments.

The credit arrangement with DrKW Holdings, Inc. is for $581,500,000. This credit
arrangement  accrues interest at a rate of one-month LIBOR + 0.20% per annum. As
of June 30, 2003,  outstanding  borrowings under this credit arrangement totaled
$581,500,000.

The credit  arrangement  with Merrill Lynch Mortgage Capital is for $118,500,000
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.  Belmar  Capital  pays all fees  associated  with issuing the letters of
credit.  As  of  June  30,  2003,   outstanding  borrowings  under  this  credit
arrangement  totaled  $15,000,000  and there were no  letters  of credit  issued
during the six months ended June 30, 2003.

7 Segment Information

Belmar  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,  Belmar Capital  invests in real estate assets
through its subsidiary Belmar Realty Corporation (Belmar Realty).  Belmar Realty
invests directly in Partnership Preference Units and indirectly in real property
through a controlled subsidiary, Bel Apartments.

Belmar 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 Belmar  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              REAL
JUNE 30, 2003                                             GROWTH PORTFOLIO*          ESTATE               TOTAL
------------------------------------------------------------------------------------------------------------------------
<S>                                                         <C>                 <C>                  <C>
Revenue                                                     $    3,760,662      $  20,809,126        $    24,569,788
Interest expense on mortgages                                            -         (3,612,337)            (3,612,337)
Interest expense on Credit Facility                               (216,220)        (1,853,653)            (2,069,873)
Interest expense on swap contracts                                       -         (9,551,052)            (9,551,052)
Operating expenses                                                (285,940)        (6,036,774)            (6,322,714)
Minority interest in net income of controlled
   subsidiaries                                                          -            (94,806)               (94,806)
------------------------------------------------------------------------------------------------------------------------
NET INVESTMENT INCOME (LOSS)                                $    3,258,502      $    (339,496)       $     2,919,006
Net realized gain                                                2,922,615          1,172,600              4,095,215
Change in unrealized gain (loss)                               202,414,631          5,930,782            208,345,413
------------------------------------------------------------------------------------------------------------------------
NET INCREASE IN NET ASSETS FROM OPERATIONS OF
   REPORTABLE SEGMENTS                                      $  208,595,748       $  6,763,886        $   215,359,634
------------------------------------------------------------------------------------------------------------------------

                                       13
<PAGE>
FOR THE THREE MONTHS ENDED                                   TAX-MANAGED              REAL
JUNE 30, 2002                                             GROWTH PORTFOLIO*          ESTATE              TOTAL
---------------------------------------------------------------------------------------------------------------------
Revenue                                                     $    3,334,093      $  21,976,122        $    25,310,215
Interest expense on mortgages                                            -         (3,805,226)            (3,805,226)
Interest expense on Credit Facility                                      -         (3,296,716)            (3,296,716)
Interest expense on swap contracts                                       -         (9,840,142)            (9,840,142)
Operating expenses                                                (315,383)        (5,619,002)            (5,934,385)
Minority interest in net income of controlled
   subsidiaries                                                          -            (97,540)               (97,540)
---------------------------------------------------------------------------------------------------------------------
NET INVESTMENT INCOME (LOSS)                                $    3,018,710      $    (682,504)       $     2,336,206
Net realized (loss) gain                                      (118,185,963)           488,304           (117,697,659)
Change in unrealized gain (loss)                              (135,368,463)        14,088,896           (121,279,567)
---------------------------------------------------------------------------------------------------------------------
NET (DECREASES) INCREASE IN NET ASSETS FROM
   OPERATIONS OF REPORTABLE SEGMENTS                        $ (250,535,716)      $ 13,894,696        $  (236,641,020)
---------------------------------------------------------------------------------------------------------------------

FOR THE SIX MONTHS ENDED                                     TAX-MANAGED              REAL
JUNE 30, 2003                                             GROWTH PORTFOLIO*          ESTATE              TOTAL
---------------------------------------------------------------------------------------------------------------------
Revenue                                                     $    7,402,045      $  41,881,844        $    49,283,889
Interest expense on mortgages                                            -         (7,160,183)            (7,160,183)
Interest expense on Credit Facility                               (490,800)        (4,269,957)            (4,760,757)
Interest expense on swap contracts                                       -        (19,242,769)           (19,242,769)
Operating expenses                                                (556,588)       (11,551,328)           (12,107,916)
Minority interest in net income of controlled
   subsidiaries                                                          -           (232,351)              (232,351)
---------------------------------------------------------------------------------------------------------------------
NET INVESTMENT INCOME (LOSS)                                $    6,354,657      $    (574,744)       $     5,779,913
Net realized (loss) gain                                        (4,318,937)         1,811,300             (2,507,637)
Change in unrealized gain (loss)                               129,298,443         27,199,023            156,497,466
---------------------------------------------------------------------------------------------------------------------
NET INCREASE IN NET ASSETS FROM OPERATIONS OF
   REPORTABLE SEGMENTS                                      $  131,334,163      $  28,435,579        $   159,769,742
---------------------------------------------------------------------------------------------------------------------

FOR THE SIX MONTHS ENDED                                     TAX-MANAGED              REAL
JUNE 30, 2002                                             GROWTH PORTFOLIO*          ESTATE              TOTAL
---------------------------------------------------------------------------------------------------------------------
Revenue                                                     $    5,814,537      $  44,643,435        $    50,457,972
Interest expense on mortgages                                            -         (7,626,983)            (7,626,983)
Interest expense on Credit Facility                                      -         (6,790,421)            (6,790,421)
Interest expense on swap contracts                                       -        (20,037,973)           (20,037,973)
Operating expenses                                                (709,605)       (11,325,903)           (12,035,508)
Minority interest in net income of controlled
   subsidiaries                                                          -           (211,932)              (211,932)
---------------------------------------------------------------------------------------------------------------------

---------------------------------------------------------------------------------------------------------------------
NET INVESTMENT INCOME (LOSS)                                $    5,104,932      $  (1,349,777)       $     3,755,155
Net realized (loss) gain                                      (130,723,188)           488,304           (130,234,884)
Change in unrealized gain (loss)                              (108,446,689)        22,907,340            (85,539,349)
---------------------------------------------------------------------------------------------------------------------
NET (DECREASE) INCREASE IN NET ASSETS FROM
   OPERATIONS OF REPORTABLE SEGMENTS                        $ (234,064,945)     $  22,045,867        $  (212,019,078)
---------------------------------------------------------------------------------------------------------------------

                                                             TAX-MANAGED              REAL
AT JUNE 30, 2003                                          GROWTH PORTFOLIO*          ESTATE              TOTAL
---------------------------------------------------------------------------------------------------------------------
Segment assets                                              $1,759,668,762      $ 767,384,570        $ 2,527,053,332
Segment liabilities                                             59,652,223        723,760,080            783,412,303
---------------------------------------------------------------------------------------------------------------------
NET ASSETS OF REPORTABLE SEGMENTS                           $1,700,016,539      $  43,624,490        $ 1,743,641,029
---------------------------------------------------------------------------------------------------------------------

AT DECEMBER 31, 2002
---------------------------------------------------------------------------------------------------------------------
Segment assets                                              $1,674,547,493      $ 766,408,400        $ 2,440,955,893
Segment liabilities                                             59,758,486        753,620,279            813,378,765
---------------------------------------------------------------------------------------------------------------------
NET ASSETS OF REPORTABLE SEGMENTS                           $1,614,789,007      $  12,788,121        $ 1,627,577,128
---------------------------------------------------------------------------------------------------------------------
*Belmar Capital invests indirectly in Tax-Managed Growth Portfolio through Belvedere Capital.
</TABLE>

                                       14
<PAGE>
The following tables reconcile the reported segment information to the condensed
consolidated financial statements for the periods indicated:

<TABLE>
                                                    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                    $  24,569,788      $  25,310,215      $  49,283,889     $   50,457,972
  Unallocated revenue                                        33,287             32,338             56,718             32,338
                                                  ------------------ ------------------ ------------------ ------------------
TOTAL REVENUE                                         $  24,603,075      $  25,342,553      $  49,340,607     $   50,490,310
                                                  ------------------ ------------------ ------------------ ------------------

Net increase (decrease) in net assets from
 operations:
  Net increase (decrease) in net assets from
    operations of reportable segments                 $ 215,359,634      $(236,641,020)     $ 159,769,742     $ (212,019,078)
  Unallocated revenue                                        33,287             32,338             56,718             32,338
  Unallocated expenses **                                (1,068,250)        (1,475,886)        (1,943,717)        (2,758,744)
                                                  ------------------ ------------------ ------------------ ------------------
TOTAL NET INCREASE (DECREASE) IN NET ASSETS
 FROM OPERATIONS                                      $ 214,324,671      $(238,084,568)     $ 157,882,743     $ (214,745,484)
                                                  ------------------ ------------------ ------------------ ------------------
</TABLE>
** Unallocated  expenses include Belmar Capital's costs to operate the Fund such
as servicing and distribution fees as well as other miscellaneous administrative
costs of Belmar Capital.

<TABLE>
                                                                                          JUNE 30, 2003    DECEMBER 31, 2002
                                                                                        ------------------ ------------------
<S>                                                                                       <C>                 <C>
Net assets:
  Net assets of reportable segments                                                       $ 1,743,641,029     $1,627,577,128
  Unallocated cash                                                                              3,984,648          4,683,403
  Short-term investments                                                                        3,499,133                  -
  Loan payable - Credit Facility                                                              (23,860,000)       (11,930,000)
  Other liabilities                                                                              (127,558)          (100,726)
                                                                                        ------------------ ------------------
TOTAL NET ASSETS                                                                          $ 1,727,137,252     $1,620,229,805
                                                                                        ------------------ ------------------
</TABLE>

                                       15
<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 Belmar 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 14.08% for the  quarter
ended June 30,  2003.  This return  reflects an increase in the Fund's net asset
value per share from $65.48 to $75.04  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
0.54% during the period.  Last year, the Fund had a total return  performance of
-11.31% for the quarter ended June 30, 2002. This return reflected a decrease in
the Fund's net asset  value per share from  $88.34 to $78.35  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 exceeded  that of the  Portfolio by  approximately
0.33% 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.

                                       16
<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.  Because the Fund sold Partnership  Preference Units
over the past twelve months,  the estimated fair value of the Fund's  investment
in Partnership  Preference  Units has declined.  At June 30, 2003, the estimated
fair value of the Fund's  Partnership  Preference  Units totaled  $564.5 million
compared to $580.4  million at June 30, 2002, a decrease of $15.9 million or 3%.
The decrease in value,  due to fewer  Partnership  Preference Units held at June
30,  2003,  was  offset  in  part by  increases  in the per  unit  value  of the
Partnership  Preference  Units held by the Fund at June 30,  2003.  The Fund saw
unrealized   appreciation  in  the  estimated  fair  value  of  its  Partnership
Preference  Units of  approximately  $11.5 million during the quarter ended June
30, 2003 compared to  approximately  $21.1 million during the quarter ended June
30, 2002.

During  the  quarter  ended June 30,  2003,  the Fund  recognized  gains of $1.2
million on the sales of interests in  Partnership  Preference  Units  (including
sales to  another  investment  fund  advised by Boston  Management).  During the
quarter ended June 30, 2002, the Fund recognized  gains of $2.3 million on sales
of Partnership  Preference Units. Dividends received from Partnership Preference
Units for the quarter  ended June 30, 2003  totaled  $12.2  million  compared to
$13.2 million for the quarter ended June 30, 2002, a decrease of $1.0 million or
8%. The decrease was due to fewer Partnership Preference Units being held during
the quarter ended June 30, 2003.

The Fund conducts its real estate operations through a Real Estate Joint Venture
that  is  majority-owned  by  Belmar  Realty  Corporation   (Belmar  Realty),  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.

Rental  income from real estate  operations  decreased  to $8.7  million for the
quarter  ended June 30, 2003 compared to $8.8 million for the quarter ended June
30,  2002,  a decrease  of $0.1  million or 1%. This  decrease in rental  income
resulted  primarily from increased rent concessions or reduced  apartment rental
rates and lower occupancy  levels at properties  owned by the Fund's Real Estate
Joint Venture.

Property  operating expenses totaled $4.6 million for the quarter ended June 30,
2003  compared to $4.4 million for the quarter  ended June 30, 2002, an increase
of $0.2 million or 5% (property  operating  expenses are before debt service and
certain  operating  expenses of Belmar Realty of approximately  $1.4 million for
the quarter ended June 30, 2003 and  approximately  $1.2 million for the quarter
ended June 30, 2002). The increase in operating  expenses was principally due to
a 9% increase in property and maintenance  expenses.  Property tax and insurance
expenses did not significantly change. Given the continued uncertain outlook for
the U.S. economy as a whole, Boston Management, Belmar Realty's manager, expects
that real estate  operating  results 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
Belmar Realty was $190.6 million  compared to $217.8 million at June 30, 2002, a
decrease of $27.2 million or 12%. The decrease in real property value was due to
declines in  near-term  earnings  expectations  and the economic  downturn.  The
decrease in value was  partially  offset by  decreases in  capitalization  rates
during the year.  The Fund saw  unrealized  depreciation  in the estimated  fair
value of its other real  estate  investments  (which  includes  the Fund's  Real
Estate Joint  Venture) of  approximately  $10.9 million during the quarter ended
June 30, 2003 compared to approximately $1.9 million of unrealized  appreciation
during the quarter ended June 30, 2002.

PERFORMANCE  OF INTEREST  RATE SWAP  AGREEMENTS.  For the quarter ended June 30,
2003,  interest rate swap agreement values  appreciated by $5.4 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, interest rate swap agreement valuations decreased by $9.0 million
due to a decline in swap rates.  Approximately 73% of the notional amount of the
Fund's existing swap agreements  will reach their initial  optional  termination
dates over the next five quarters.

                                       17
<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 10.00% for the six months
ended June 30,  2003.  This return  reflects an increase in the Fund's net asset
value per share  from  $69.87 to $75.04  and a  distribution  of $1.70 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  1.81% during the period.  Last year,  the Fund had a total return
performance  of -10.32%  for the six months  ended June 30,  2002.  This  return
reflected  a decrease  in the Fund's  net asset  value per share from  $87.37 to
$78.35. For comparison,  the S&P 500 had a total return of -13.15% over the same
period.  The  performance  of  the  Fund  exceeded  that  of  the  Portfolio  by
approximately 0.62% 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 continued to benefit from
declining interest rates and tightening  spreads in income-oriented  securities,
particularly  in  real   estate-related   securities.   Because  the  Fund  sold
Partnership  Preference  Units over the past twelve  months,  the estimated fair
value of the Fund's investment in Partnership  Preference Units has declined. At
June 30, 2003,  the estimated  fair value of the Fund's  Partnership  Preference
Units  totaled  $564.5  million  compared to $580.4  million at June 30, 2002, a
decrease of $15.9 million or 3%. The decrease in value, due to fewer Partnership
Preference  Units held at June 30, 2003,  was offset in part by increases in the
value per unit of the Partnership  Preference Units held by the Fund at June 30,
2003.  The Fund saw unrealized  appreciation  in the estimated fair value of its
Partnership  Preference  Units of  approximately  $26.3  million  during the six
months ended June 30, 2003 compared to unrealized  appreciation of approximately
$21.1 million during the six months ended June 30, 2002.

During the six months ended June 30, 2003 and 2002, the Fund sold certain of its
Partnership Preference Units (including sales to another investment fund advised
by Boston  Management) and recognized  gains of $1.8 million and $2.3 million on
the transactions,  respectively.  Dividends received from Partnership Preference

                                       18
<PAGE>
Units for the six months ended June 30, 2003 totaled $24.6  million  compared to
$27.1 million for the six months ended June 30, 2002, a decrease of $2.5 million
or 9%. The decrease  was due to fewer  Partnership  Preference  Units being held
during the six months ended June 30, 2003.

For the six months ended June 30, 2003,  rental income from properties  owned by
the Fund's Real Estate  Joint  Venture  decreased  to $17.2  million  from $17.5
million for the six months ended June 30, 2002, a decline of $0.3 million or 2%.
Property  operating  expenses increased to $8.9 million for the six months ended
June 30,  2003 from $8.7  million  for the six months  ended June 30,  2002,  an
increase of $0.2  million or 2%  (property  operating  expenses  are before debt
service and certain  operating  expenses of Belmar Realty of approximately  $2.7
million for the six months  ended June 30, 2003 and  approximately  $2.6 million
for the six months ended June 30, 2002). The increase in operating  expenses was
due to a 6% increase in property and maintenance  expenses,  offset in part by a
4% decline in  property  tax and  insurance  expense.  As in 2002,  real  estate
operations  during  the  period  were  affected  by  weaker  multifamily  market
fundamentals  in most regions with lower  occupancy  levels and  increased  rent
concessions.

At June 30, 2003, the estimated fair value of the real  properties  held through
Belmar Realty was $190.6 million  compared to $217.8 million at June 30, 2002, a
decrease of $27.2 million or 12%. The decrease in real property value was due to
declines in near-term earnings expectations and the economic downturn.  The Fund
saw unrealized depreciation of the estimated fair value of its other real estate
of  approximately  $12.3  million  during  the six months  ended  June 30,  2003
compared to unrealized appreciation of approximately $2.7 million during the six
months ended June 30, 2002.

PERFORMANCE OF INTEREST RATE SWAP AGREEMENTS.  For the six months ended June 30,
2003,  interest rate swap agreement values  appreciated by  approximately  $13.2
million  compared to  depreciation  of  approximately  $0.8  million for the six
months ended June 30, 2002.  The  appreciation  during the first half of 2003 is
primarily 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 from approaching  terminations was offset in
part by a decline in swap rates during the period.  The depreciation for the six
months ended June 30, 2002 was caused by swap rate decreases during the period.

LIQUIDITY AND CAPITAL RESOURCES

Effective June 30, 2003, the Fund  refinanced its Credit  Facility with Citicorp
North America by entering into new credit arrangements with DrKW Holdings,  Inc.
(DrKW) and Merrill Lynch Mortgage Capital, Inc. (MLMC) (collectively, the Credit
Facility),  which together total $700 million. The Credit Facility is secured by
a pledge of the Fund's assets,  excluding the assets of Bel Alliance Apartments,
LLC and has a seven-year maturity. The Credit Facility will expire in June 2010.

The 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
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 Credit  Facility and the amount of outstanding
borrowings thereunder for these purposes.

The Fund has a $581.5 million credit arrangement with DrKW. Borrowings under the
DrKW credit  arrangement accrue interest at a rate of one-month LIBOR plus 0.20%
per annum.  As of June 30, 2003,  outstanding  borrowings  under the DrKW credit
arrangement totaled $581.5 million.

The Fund has a $118.5 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 June
30, 2003,  outstanding  borrowings under the MLMC credit arrangement totaled $15
million.

There were no amounts  outstanding under letters of credit at June 30, 2003. The
unused loan commitment amount totaled approximately $103.5 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 periodic payments to the counterparty at predetermined fixed rates, in
exchange for floating-rate payments that fluctuate with one-month LIBOR.  During
the terms of the outstanding swap agreements, changes in the underlying values
of the swaps are recorded as unrealized gains or losses.

                                       19
<PAGE>
As of June 30, 2003 and June 30, 2002,  the unrealized  depreciation  related to
the  interest  rate  swap  agreements  was  $33.8  million  and  $45.1  million,
respectively

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 Belmar Realty, 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 Belmar Realty 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.

                                       20
<PAGE>
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
Fund's  Credit  Facility  are reset at  regular  intervals  based on a fixed and
predetermined  premium to LIBOR for  short-term  extensions of credit.  The Fund
utilizes  cancelable  interest  rate  swap  agreements  to fix  the  cost of its
borrowings 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 one-month  LIBOR. In the future,  the Fund may
use other interest rate hedging  arrangements (such as caps, floors and collars)
to fix or limit borrowing costs.  The use of interest rate hedging  arrangements
is a specialized activity that 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 5 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
                        2004-2008   Thereafter        Total        Fair Value
--------------------------------------------------------------------------------
<S>                     <C>        <C>            <C>            <C>
Rate sensitive
liabilities:
------------------------
Long-term debt:
------------------------
Fixed-rate mortgages               $161,805,384   $161,805,384    $185,000,000
Average interest rate                      8.50%          8.50%
------------------------
Variable-rate Credit
Facility                           $596,500,000   $596,500,000    $596,500,000
Average interest rate                      1.32%          1.32%
--------------------------------------------------------------------------------
Rate sensitive
derivative financial
instruments:
------------------------
Pay fixed/
receive variable
interest rate
swap contracts                     $380,368,000   $380,368,000    $(33,845,164)
Average pay rate                           8.88%          8.88%
Average receive rate                       1.32%          1.32%
--------------------------------------------------------------------------------
Rate sensitive
investments:
------------------------
Fixed-rate Partnership
Preference Units:
------------------------
Cabot Industrial
Properties, L.P.,
8.625% Series B
Cumulative Redeemable
Preferred Units,
Callable 4/29/04,
Current Yield: 8.44%               $ 55,831,200   $ 55,831,200    $ 66,391,000

                                       21
<PAGE>
Camden Operating,
L.P., 8.50% Series B
Cumulative Redeemable
Perpetual Preferred
Units, Callable
2/23/04, Current
Yield: 8.34%                       $ 58,869,144   $ 58,869,144    $ 69,587,700

CP Limited
Partnership, 8.125%
Series A Cumulative
Redeemable Preferred
Units, Callable
4/20/03, Current
Yield: 8.41%                       $ 60,844,550   $ 60,844,550    $ 72,416,700

Essex Portfolio, L.P.,
7.875% Series B
Cumulative Redeemable
Preferred Units,
Callable 2/6/03,
Current Yield: 8.03%               $ 11,997,050   $ 11,997,050    $ 15,932,215

Essex Portfolio, L.P.,
9.30% Series D
Cumulative Redeemable
Preferred Units,
Callable 7/28/04,
Current Yield: 8.97%               $ 43,009,575   $ 43,009,575    $ 51,841,200

Essex Portfolio, L.P.,
9.125% Series C
Cumulative Redeemable
Preferred Units,
Callable 11/24/03,
Current Yield: 8.92%               $  3,383,200   $  3,383,200    $  4,091,224

Kilroy Realty, L.P.,
8.075% Series A
Cumulative Redeemable
Preferred Units,
Callable 2/06/03,
Current Yield: 8.79%               $ 14,511,020   $ 14,511,020    $ 18,102,212

Kilroy Realty, L.P.,
9.375% Series C
Redeemable Preferred
Units, Callable
11/24/03, Current
Yield: 9.49%                       $ 30,266,640   $ 30,266,640    $ 34,584,130

PSA Institutional
Partners, L.P., 9.50%
Series N Cumulative
Redeemable Perpetual
Preferred Units,
Callable 3/17/05,
Current Yield: 8.99%               $ 64,418,165   $ 64,418,165    $ 67,503,100

Prentiss Properties
Acquisition Partners,
L.P., 8.30% Series B
Cumulative Redeemable
Perpetual Preferred
Units, Callable
6/25/03, Current
Yield: 8.41%                       $ 37,660,205   $ 37,660,205    $ 47,540,866

Regency Centers, L.P.,
8.125% Series A
Cumulative Redeemable
Preferred Units,
Callable 6/25/03,
Current Yield: 8.09%               $ 39,693,050   $ 39,693,050    $ 50,220,000

Regency Centers, L.P.,
9.125% Series D
Cumulative Redeemable
Preferred Units,
Callable 9/29/04,
Current Yield: 8.79%               $ 12,924,525   $ 12,924,525    $ 15,567,000

Sun Communities
Operating L.P., 8.875%
Series A Cumulative
Redeemable Perpetual
Preferred Units,
Callable 9/29/04,
Current Yield: 8.76%               $ 44,052,800   $ 44,052,800    $ 50,680,000
</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

                                       22
<PAGE>
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, Belmar Realty and Belmar
Realty'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.

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:

4.1  Loan  and  Security  Agreement  between  Belmar  Capital  Fund LLC and DrKW
     Holdings, Inc., as Lender

4.2  Loan and Security  Agreement  among Belmar Capital Fund LLC,  Merrill Lynch
     Mortgage  Capital,  Inc.,  as Agent,  the  Lenders  referred to therein and
     Merrill Lynch Capital Services, Inc.

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.


                                BELMAR CAPITAL FUND LLC



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

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

4.1  Loan  and  Security  Agreement  between  Belmar  Capital  Fund LLC and DrKW
     Holdings, Inc., as Lender

4.2  Loan and Security  Agreement  among Belmar Capital Fund LLC,  Merrill Lynch
     Mortgage  Capital,  Inc.,  as Agent,  the  Lenders  referred to therein and
     Merrill Lynch Capital Services, Inc.

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