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 September 30, 2001
                         Commission File No. 000-1108991
                                             -----------


                             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
                                      ---   ---


                                  Page 1 of 25
<PAGE>
                             Belmar Capital Fund LLC
                                Index to Form 10Q

PART I - FINANCIAL INFORMATION

                                                                            Page

Item 1.   Condensed Consolidated Financial Statements

          Condensed  Consolidated  Statements  of Assets
          and  Liabilities  as of September 30, 2001
          (Unaudited) and December 31, 2000                                    3

          Condensed  Consolidated  Statements of Operations
          (Unaudited) for the Three Months Ended September 30, 2001
          and 2000 and for the Nine Months Ended
          September  30,  2001  and for the  Period  from  the
          Start  of Business, March 17, 2000 to September 30, 2000             4

          Condensed Consolidated Statements of Changes in
          Net Assets (Unaudited) for the Nine Months Ended
          September  30, 2001 and for the Period from the Start
          of Business, March 17, 2000 to September 30, 2000                    6

          Condensed  Consolidated  Statements of Cash Flows
          (Unaudited) for the Nine Months Ended September 30, 2001
          and for the Period from the Start of Business,
          March 17, 2000 to September 30, 2000                                 7

          Notes to Condensed  Consolidated  Financial Statements
          as of September 30, 2001 (Unaudited)                                 9

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

Item 3.   Quantitative and Qualitative Disclosures About Market Risk          18

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                                                23


SIGNATURES                                                                    24


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

 BELMAR CAPITAL FUND LLC
Condensed Consolidated Statements of Assets and Liabilities

<TABLE>
                                                                                September 30,
                                                                                     2001             December 31,
                                                                                 (Unaudited)              2000
                                                                             --------------------  -------------------
<S>                                                                               <C>                  <C>
 Assets:
     Investment in Belvedere Capital LLC                                          $1,927,372,259       $2,485,733,611
     Investment in real estate Partnership Preference Units                          611,066,896          578,677,544
     Investment in other real estate                                                 227,515,786          228,933,113
     Short-term investments                                                            4,588,128            4,057,378
                                                                             --------------------  -------------------
             Total investments                                                    $2,770,543,069       $3,297,401,646
     Cash                                                                              1,259,625            2,256,168
     Cash - security deposits                                                            599,882              308,197
     Escrow deposits - restricted                                                      7,629,253           13,785,139
     Dividends receivable                                                                      -            5,337,003
     Accounts receivable and other assets                                                356,288            1,371,180
     Deferred expenses                                                                         -              882,499
     Prepaid expenses                                                                    105,209              572,818
                                                                             --------------------  -------------------
             Total assets                                                         $2,780,493,326       $3,321,914,650
 Liabilities:
    Loan payable                                                                    $613,500,000         $613,500,000
    Mortgage payable, net of unamortized debt issuance costs                         172,471,116          173,083,255
    Open interest rate swap contracts, at value                                       60,229,312           35,439,158
    Special distributions payable                                                      1,762,555                    -
    Security deposits                                                                    680,126              740,964
    Payable for Fund Shares redeemed                                                           -            3,218,084
    Swap interest payable                                                              1,192,983              357,842
    Accrued expenses:
        Interest expense                                                               3,420,781            4,038,348
        Accrued property taxes                                                         2,258,098            2,614,810
        Other accrued expenses                                                           347,784              590,660
    Other liabilities                                                                  4,117,678            3,054,387
    Minority interest in controlled subsidiary                                        16,655,237           27,561,714
                                                                             --------------------  -------------------
             Total liabilities                                                      $876,635,670        $ 864,199,222
                                                                             --------------------  -------------------
 Net assets                                                                       $1,903,857,656       $2,457,715,428
                                                                             --------------------  -------------------
 Shareholders' Capital
     Shareholders' capital                                                        $1,903,857,656       $2,457,715,428
                                                                             --------------------  -------------------

Shares Outstanding                                                                    24,387,085           25,122,311
                                                                             --------------------  -------------------

Net Asset Value and Redemption Price Per Share                                            $78.07               $97.83
                                                                             --------------------  -------------------
</TABLE>


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

<TABLE>
                                                           Three Months      Three Months       Nine Months      For the Period
                                                               Ended             Ended             Ended             Ended
                                                          September 30,      September 30,     September 30,     September 30,
                                                               2001              2000              2001              2000*
                                                         -----------------  ---------------- ------------------ -----------------
<S>                                                            <C>              <C>               <C>               <C>
 Investment Income:
      Dividends allocated from Belvedere Capital
         (net of foreign taxes of $50,619, $19,672,
        $121,099 and $40,629, respectively)                   $ 5,568,575       $ 3,155,499       $ 16,376,524       $ 5,151,733
      Interest allocated from Belvedere Capital                   348,045         1,293,291          1,616,004         1,816,535
      Expenses allocated from Belvedere Capital                (3,165,935)       (2,309,196)       (10,089,200)       (3,747,281)
                                                         -----------------  ---------------- ------------------ -----------------
      Net investment income allocated from
          Belvedere Capital                                   $ 2,750,685       $ 2,139,594       $  7,903,328       $ 3,220,987
      Dividends from Partnership Preference Units              14,357,713         4,223,722         33,708,166        14,103,850
      Rental income                                             8,730,936         2,249,832         26,374,868         2,249,832
      Interest                                                     91,404            43,096            506,238            57,878
                                                         -----------------  ---------------- ------------------ -----------------
              Total investment income                         $25,930,738       $ 8,656,244       $ 68,492,600       $19,632,547
                                                         -----------------  ---------------- ------------------ -----------------

 Expenses:
     Investment advisory and administrative fees              $ 1,792,803       $ 1,344,004       $  5,648,053       $ 2,167,557
     Property management fees                                     347,308            86,532          1,040,203            86,532
     Distribution and servicing fees                            1,031,845           758,655          3,339,596         1,220,121
     Interest expense on credit facility                        5,734,510         8,150,435         25,309,092        13,148,329
     Interest expense on swap contracts                         6,732,767         2,146,595         16,721,512         2,949,374
     Interest expense on mortgages                              3,895,241         1,327,215         11,593,019         1,327,215
     Property and maintenance                                   3,378,233           576,047          9,593,472           576,047
     Property taxes and insurance                               1,023,401           235,035          2,964,591           235,035
     Organization expenses                                              -            98,000                  -           734,885
     Legal and accounting services                                160,209           585,959            514,991           732,105
     Amortization of deferred expenses                                  -             1,322                  -             1,322
     Custodian and transfer agent fees                             18,493            18,699             73,041            34,380
     Loan program structuring expense                              16,688            17,062             47,063            36,750
     Printing and postage                                           3,440             3,478             10,484            50,803
     Miscellaneous                                                322,443            10,391            747,458            11,860
                                                         -----------------  ---------------- ------------------ -----------------
             Total expenses                                   $24,457,381       $15,359,429       $ 77,602,575       $23,312,315
Deduct -
    Reduction of investment advisory and
        administrative fees                                       521,117           382,034          1,669,419           615,184
                                                          ----------------- ----------------- ----------------- ------------------
Net expenses                                                  $23,936,264       $14,977,395       $ 75,933,156       $22,697,131
                                                          ----------------- ----------------- ----------------- ------------------
Net investment income (loss) before minority
     interest in net (income) loss of controlled
       subsidiary                                             $ 1,994,474       $(6,321,151)      $ (7,440,556)      $(3,064,584)
Minority interest in net (income) loss of
     controlled subsidiary                                         61,619            98,800           (295,269)           98,800
                                                           ---------------- ----------------- ----------------- ------------------
Net investment income (loss)                                  $ 2,056,093       $(6,222,351)      $ (7,735,825)      $(2,965,784)
                                                           ---------------- ----------------- ----------------- ------------------
</TABLE>

*For the period  from the start of  business,  March 17, 2000 to  September  30,
2000.


                                       4
<PAGE>
     Condensed Consolidated Statements of
         Operations (Unaudited) (Continued)

<TABLE>
                                                           Three Months      Three Months       Nine Months      For the Period
                                                               Ended             Ended             Ended             Ended
                                                          September 30,      September 30,     September 30,     September 30,
                                                               2001              2000              2001              2000*
                                                         -----------------  ---------------- ------------------ -----------------
<S>                                                        <C>                <C>               <C>                 <C>
 Realized and Unrealized Gain (Loss):
 Net realized gain (loss) -
      Investment transactions from Belvedere
               Capital (identified cost basis)             $ (25,715,901)     $(12,837,008)     $ (27,098,182)      $(4,821,803)
      Investment transactions in real property                         -                 -            428,905                 -
                                                       -------------------  ---------------- ------------------ -----------------
               Net realized loss                           $ (25,715,901)     $(12,837,008)     $ (26,669,277)      $(4,821,803)
                                                       -------------------  ---------------- ------------------ -----------------
 Change in unrealized appreciation
              (depreciation) -
      Investment in Belvedere Capital (identified
              cost basis)                                  $(293,367,277)     $ 23,127,237      $(456,547,178)      $24,193,862
      Investments in Partnership Preference Units
             (identified cost basis)                          (7,546,924)       33,465,423         32,389,352        39,780,334
      Investment transactions in real property                (3,486,773)                -         (1,449,129)                -
      Interest rate swap contracts                           (24,597,142)      (11,514,442)       (24,790,154)      (19,145,524)
                                                       -------------------  ---------------- ------------------ -----------------
             Net change in unrealized
             appreciation (depreciation)                   $(328,998,116)     $ 45,078,218      $(450,397,109)      $44,828,672
                                                       ------------------- ----------------- ------------------ -----------------

Net realized and unrealized gain (loss)                    $(354,714,017)     $ 32,241,210      $(477,066,386)      $40,006,869
                                                       ------------------- ----------------  ------------------ -----------------
Net increase (decrease) in net assets from
       operations                                          $(352,657,924)     $ 26,018,859      $(484,802,211)      $37,041,085
                                                        ==================  ================ ================== =================
</TABLE>

*For the period  from the start of  business,  March 17, 2000 to  September  30,
2000.


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


<TABLE>
                                                                             Nine Months         For the Period
                                                                                 Ended                Ended
                                                                            September 30,         September 30,
                                                                                 2001                 2000*
                                                                          -------------------  --------------------
<S>                                                                         <C>                   <C>
 Increase (Decrease) in Net Assets
 Net investment loss                                                        $   (7,735,825)       $   (2,965,784)
 Net realized loss on investment transactions                                  (26,669,277)           (4,821,803)
 Net change in unrealized appreciation (depreciation) of
         investments                                                          (450,397,109)           44,828,672
                                                                          -------------------  --------------------
 Net increase (decrease) in net assets from operations                      $ (484,802,211)       $   37,041,085
                                                                          -------------------  --------------------

 Transactions in Fund shares -
      Investment securities contributed                                     $            -        $1,998,645,930
      Less - Selling commissions                                                         -            (6,850,614)
                                                                          -------------------  --------------------
 Net contributions                                                          $            -        $1,991,795,316
 Net asset value of Shares redeemed                                            (67,266,788)          (72,983,363)
                                                                          -------------------  --------------------
 Net increase (decrease) in net assets from Fund Share transactions         $  (67,266,788)       $1,918,811,953
                                                                          -------------------  --------------------
 Distributions to Fund Shareholders
     Special distributions to Fund Shareholders                             $   (1,788,773)       $     (744,698)
                                                                          -------------------  --------------------
 Total distributions to Fund Shareholders                                   $   (1,788,773)       $     (744,698)
                                                                          -------------------  --------------------
 Net increase (decrease) in net assets                                      $ (553,857,772)       $1,955,108,340

 Net assets
    Beginning of period                                                     $2,457,715,428              $105,000
                                                                          -------------------  --------------------
    End of period                                                           $1,903,857,656        $1,955,213,340
                                                                          ===================  ====================
</TABLE>

*For the period  from the start of  business,  March 17, 2000 to  September  30,
2000.


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

<TABLE>
                                                                                      Nine Months        For the Period
                                                                                          Ended              Ended
                                                                                     September 30,       September 30,
                                                                                          2001               2000*
                                                                                   ------------------- ------------------
<S>                                                                                      <C>              <C>
Cash Flows From (For) Operating Activities -
Net investment loss                                                                      $(7,735,825)     $  (2,965,784)
Adjustments to reconcile net investment loss to
       net cash flows from (for) operating activities
       Amortization of debt issuance costs                                                   239,284              5,128
       Amortization of deferred expenses                                                           -              1,322
       Net investment income allocated from Belvedere Capital                             (7,903,328)        (3,220,987)
       (Increase) decrease in dividends receivable                                         5,337,003             (3,628)
       Increase in security deposits                                                        (291,685)                 -
       (Increase) decrease in escrow deposits                                              6,155,886           (374,630)
       (Increase) decrease in prepaid expenses                                               467,609            (82,926)
       Decrease in accounts receivable and other assets                                    1,014,892            893,708
       Increase in interest payable for open swap contracts                                  835,141            381,476
       Increase (decrease) in accrued property taxes                                        (356,712)         2,115,066
       Increase (decrease) in accrued interest, operating expenses and
              other liabilities                                                             (621,201)         1,635,583
       Increase in minority interest                                                               -            210,000
       Purchases of Partnership Preference Units                                                   -       (479,875,848)
       Payments for investments in other real property                                   (48,651,593)       (40,297,981)
       Cash assumed in connection with acquisition of real estate
           Investments                                                                             -            432,064
       Proceeds from sales of investments in other real property                          49,080,499                  -
       Sales of Partnership Preference Units                                                       -          4,271,468
       Improvements to property                                                           (9,890,177)          (597,794)
       Net decrease in investment in Belvedere Capital                                    16,990,093          5,166,032
       Increase in short-term investments                                                   (530,750)        (2,474,082)
       Minority interest in net income (loss) of
               controlled subsidiary                                                         295,269            (98,800)
                                                                                   --------------------------------------
Net cash flows from (for) operating activities                                           $ 4,434,405      $(514,880,613)
Cash Flows From (For) Financing Activities -
       Proceeds from Credit Facility                                                     $         -      $ 523,500,000
       Payment of mortgages                                                                 (860,582)                 -
       Payments on behalf of investors (selling commissions)                                       -         (6,850,614)
       Capital contributed to controlled subsidiary                                          210,000                  -
       Payments for Fund Shares redeemed                                                  (4,780,366)        (1,065,834)
                                                                                   --------------------------------------
Net cash flows from (for) financing activities                                           $(5,430,948)     $ 515,583,552

Net increase (decrease) in cash                                                          $  (996,543)     $     702,939

Cash at beginning of period                                                              $ 2,256,168      $     105,000
                                                                                   ------------------- ------------------
Cash at end of period                                                                    $ 1,259,625      $     807,939
                                                                                   =================== ==================
</TABLE>

*For the period  from the start of  business,  March 17, 2000 to  September  30,
2000.


                                       7
<PAGE>
SUPPLEMENTAL DISCLOSURE AND NON-CASH INVESTING AND FINANCING ACTIVITIES-

<TABLE>
<S>                                                                                     <C>              <C>
       Securities contributed by Fund Shareholders, invested in Belvedere
           Capital                                                                     $           -     $1,998,645,930
       Change in unrealized appreciation (depreciation) of investments and
           open swap contracts                                                         $(450,397,109)    $   44,828,672
       Interest paid for Credit Facility                                               $  24,073,532     $    9,686,538
       Interest paid for mortgages                                                     $  11,398,247     $            -
       Interest paid for swap contracts                                                $  15,886,371     $    2,567,898
       Market value of securities distributed in payment of redemptions                $  65,704,506     $   71,917,529
</TABLE>


                                       8
<PAGE>
BELMAR CAPITAL FUND LLC AS OF SEPTEMBER 30, 2001
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

1 Organization

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

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

2 Interim Financial Statements

The condensed  consolidated  interim financial  statements of Belmar Capital and
its  subsidiaries  as of September  30, 2001 and  September 30, 2000 and for the
nine  months  ended  September  30,  2001 and for the  period  from the start of
business,  March 17, 2000, to September 30, 2000 have been prepared by the Fund,
without  audit,  pursuant to the rules and  regulations  of the  Securities  and
Exchange  Commission.  Certain  information  and footnote  disclosures  normally
included in annual financial  statements  prepared in accordance with 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  and cash flows at the dates and for
the periods presented.  It is suggested that these interim financial  statements
be read in  conjunction  with the  financial  statements  and the notes  thereto
included  in the Fund's  latest  annual  report on Form 10.  Results for interim
periods are not  necessarily  indicative  of those to be expected for the entire
fiscal year.

Reclassifications  have been made to the prior period's financial  statements to
conform to the current period's presentation.


                                       9
<PAGE>
3 Estate Freeze

Shareholders in the Fund 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 Fund Shares,  plus any returns thereon
in excess of the fixed annual priority of the Preferred Shares. The existence of
restructured  Fund  Shares does not  adversely  affect  Shareholders  who do not
participate  in  the  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.

The  allocation  of the Fund's net asset value per Share of $78.07 at  September
30, 2001 and $97.83 at December 31, 2000,  between  Preferred  and Common Shares
that have been restructured is as follows:


<TABLE>
                                   Per Share Value                          Per Share Value
                                At September 30, 2001                     At December 31, 2000
 ---------------------- ------------ ---------------------------- ------------- -----------------------

 Date of Contribution      Preferred           Common                 Preferred         Common
                              Shares           Shares                    Shares         Shares
 ---------------------- ------------ ---------------------------- ------------- -----------------------
<S>                           <C>               <C>                      <C>             <C>
 March 17, 2000               $78.07            $0.00                    $95.00          $2.83
 May 16, 2000                  78.07             0.00                     94.80          3.03
 July 19, 2000                 78.07             0.00                     97.83          0.00
</TABLE>

4 Investment Transactions

Increases  and decreases of the Fund's  investment in Belvedere  Capital for the
nine months ended  September 30, 2001 aggregated  $39,375,146 and  $121,994,466,
respectively,  and for the period from the start of business  March 17, 2000, to
September 30, 2000  aggregated  $2,013,341,677  and  $91,420,420,  respectively.
There were no purchases and sales of Partnership  Preference  Units for the nine
months  ended  September  30,  2001.  For the period from the start of business,
March 17,  2000,  to  September  30, 2000,  purchases  and sales of  Partnership
Preference Units aggregated $479,875,848 and $4,271,468,  respectively.  For the
nine months  ended  September  30,  2001,  acquisitions  and sales of other real
property aggregated  $48,651,593 and $49,080,499,  respectively.  For the period
from the start of business  March 17, 2000, to September 30, 2000,  acquisitions
of other real property totaled $40,297,981.


                                       10
<PAGE>
Purchases and sales of Partnership  Preference  Units during the period from the
start of  business,  March 17,  2000,  to  September  30, 2000  include  amounts
purchased  from and sold to other  funds  sponsored  by Eaton  Vance  Management
(EVM).


5 Indirect Investment in Portfolio

Belvedere  Capital's  interest  in the  Portfolio  at  September  30,  2001  was
$8,914,385,448 representing 55.5% of the Portfolio's net assets and at September
30, 2000 was  $9,826,270,245  representing  53.8% of the Portfolio's net assets.
The  Fund's  investment  in  Belvedere  Capital  at  September  30,  2001  was $
1,927,372,259  representing  21.6% of  Belvedere  Capital's  net  assets  and at
September 30, 2000 was $1,944,514,303  representing 19.8% of Belvedere Capital's
net assets.  Investment income allocated to Belvedere Capital from the Portfolio
for the nine months  ended  September  30, 2001  totaled  $77,460,677,  of which
$17,992,528 was allocated to the Fund.  Investment income allocated to Belvedere
Capital from the Portfolio for the period from the start of business,  March 17,
2000,  to  September  30, 2000  totaled  $52,741,510,  of which  $6,968,268  was
allocated  to the  Fund.  Expenses  allocated  to  Belvedere  Capital  from  the
Portfolio for the nine months ended September 30, 2001 totaled  $32,264,414,  of
which  $7,497,753  was  allocated to the Fund.  Expenses  allocated to Belvedere
Capital from the Portfolio for the period from the start of business,  March 17,
2000,  to  September  30, 2000  totaled  $21,756,301,  of which  $2,784,751  was
allocated to the Fund.  Belvedere Capital allocated  additional  expenses to the
Fund of $2,591,447  for the nine months ended  September 30, 2001,  representing
$61,007 of operating expenses and $2,530,440 of service fees.  Belvedere Capital
allocated  additional  expenses to the Fund of $962,530  for the period from the
start of business,  March 17, 2000, to September 30, 2000,  representing $27,848
of operating expenses and $934,682 of service fees (Note 9).

A summary of the Portfolio's  Statement of Assets and Liabilities,  at September
30, 2001,  December 31, 2000 and September 30, 2000 and its  operations  for the
nine months ended  September 30, 2001,  the year ended December 31, 2000 and for
the period from the start of  business,  March 17, 2000,  to September  30, 2000
follows:

<TABLE>
                                       September 30,          December 31,            September 30,
                                           2001                   2000                    2000
                                    -------------------- ------------------------ ----------------------
<S>                                     <C>                      <C>                    <C>
Investments, at value                   $15,879,363,685          $18,318,105,043        $18,195,602,562
Other assets                                247,862,763              251,324,504            279,625,633
----------------------------------- -------------------- ------------------------ ----------------------

Total Assets                            $16,127,226,448          $18,569,429,547        $18,475,228,195
Total Liabilities                            63,436,483              184,360,662            215,812,049
----------------------------------- -------------------- ------------------------ ----------------------

Net Assets                              $16,063,789,965          $18,385,068,885        $18,259,416,146
=================================== ==================== ======================== ======================
Dividends and interest                    $ 141,895,798            $ 189,740,537          $  99,760,427
----------------------------------- -------------------- ------------------------ ----------------------

Investment adviser fee                    $  57,512,662            $  73,317,616          $  39,987,733
Other expenses                                1,602,705                2,500,093              1,217,629
----------------------------------- -------------------- ------------------------ ----------------------
Total Expenses                            $  59,115,367            $  75,817,709          $  41,205,362
----------------------------------- -------------------- ------------------------ ----------------------

Net investment income                     $  82,780,431            $ 113,922,828          $  58,555,065
Net realized gains (losses)               (226,406,730)              196,962,539             55,162,018
Net unrealized gains (losses)           (3,614,091,583)              141,360,943            395,800,978
----------------------------------- -------------------- ------------------------ ----------------------
Net increase (decrease) in net
assets from operations                 $(3,757,717,882)           $  452,246,310          $ 509,518,061
----------------------------------- -------------------- ------------------------ ----------------------
</TABLE>


                                       11
<PAGE>
6 Rental Property

The average occupancy rate for real property held by Bel Apartments,  consisting
of 5,806  residential  units,  was  approximately  88% at September 30, 2001 and
approximately 90% at December 31, 2000. The fair value of real property owned by
the Fund through Bel  Apartments  at September 30, 2001 and December 31, 2000 is
as follows:

<TABLE>
                                                              September 30, 2001          December 31, 2000
                                                              ------------------          -----------------
<S>                                                                  <C>                         <C>
Land                                                                 $44,302,798                 $44,302,798
Buildings, improvements and other assets                             183,212,988                 184,630,315
                                                       -------------------------    ------------------------
Fair Value                                                          $227,515,786                $228,933,113
                                                       -------------------------    ------------------------
</TABLE>

7 Cancelable Interest Rate Swap Agreements

The Fund has entered into cancelable interest rate swap agreements in connection
with its real  estate  investments  and the  associated  borrowings.  Under such
agreements,  the Fund has agreed to make  periodic  payments  at fixed  rates in
exchange for payments at floating rates. The notional or contractual  amounts of
these instruments may not necessarily  represent the amounts potentially subject
to risk.  The  measurement  of the risks  associated  with these  investments is
meaningful  only  when  considered  in  conjunction  with  all  related  assets,
liabilities and agreements.  As of September 30, 2001 and December 31, 2000, the
Fund has entered into  cancelable  interest  rate swap  agreements  with Merrill
Lynch Capital Services, Inc.

<TABLE>
                  Notional                                    Initial                              Unrealized       Unrealized
                   Amount                                     Optional            Final           Depreciation     Depreciation
  Effective        (000's      Fixed        Floating        Termination        Termination        At September      At December
     Date         omitted)      Rate          Rate              Date               Date             30, 2001         31, 2000
--------------- ------------- --------- ----------------- ----------------- ------------------- ----------------- ----------------
     <S>              <C>      <C>              <C>             <C>                <C>               <C>               <C>
     3/00             27,500   8.96%    Libor + .40%            3/05               3/30              $ 3,387,898       $2,090,656
     3/00             19,146   9.09%    Libor + .40%            4/04               3/30                2,083,560        1,275,653
     3/00             43,181   9.20%    Libor + .40%            6/03               3/30                3,710,068        2,349,306
     3/00             21,766   9.24%    Libor + .40%            4/03               3/30                1,751,239        1,131,694
     3/00             38,102   9.11%    Libor + .40%            2/04               3/30                3,933,870        2,441,132
     3/00             20,659   9.13%    Libor + .40%           11/03               3/30                2,003,277        1,242,356
     3/00             23,027   9.05%    Libor + .40%            7/04               3/30                2,584,388        1,599,508
     5/00             10,773   9.54%    Libor + .40%            4/03               3/30                  939,966          664,167
     5/00             12,984   9.50%    Libor + .40%            6/03               3/30                1,214,383          839,556
     5/00              9,608   9.46%    Libor + .40%           11/03               3/30                1,030,901          700,422
     5/00             13,274   9.42%    Libor + .40%            2/04               3/30                1,512,653        1,019,736
     5/00             12,063   9.38%    Libor + .40%            4/04               3/30                1,425,380          954,860
     5/00             10,799   9.35%    Libor + .40%            7/04               3/30                1,341,978          896,944
     5/00             41,185   9.31%    Libor + .40%            9/04               3/30                5,247,734        3,490,916
     5/00              7,255   9.26%    Libor + .40%            3/05               3/30                  996,955          663,842
     7/00             22,982   9.17%    Libor + .40%            2/03               3/30                1,634,088        1,050,464
     7/00             28,305   9.15%    Libor + .40%            4/03               3/30                2,216,192        1,389,085
     7/00             32,404   9.13%    Libor + .40%            6/03               3/30                2,722,793        1,684,599
     7/00              3,383   9.08%    Libor + .40%           11/03               3/30                  322,485          196,831
     7/00             12,062   9.00%    Libor + .40%            2/04               3/30                1,196,761          716,644
     7/00             24,622   8.99%    Libor + .40%            4/04               3/30                2,544,152        1,528,127
     7/00              9,184   8.97%    Libor + .40%            7/04               3/30                  999,856          604,506
     7/00             13,454   8.93%    Libor + .40%            9/04               3/30                1,496,066          899,160
     7/00             17,888   8.87%    Libor + .40%            3/05               3/30                2,124,146        1,277,995
     9/00             39,407   7.46%    Libor + .40%             -                 9/10                5,622,615        2,741,566
    11/00             11,776   8.34%    Libor + .40%            3/05               3/30                1,067,674          354,841
    11/00              2,338   8.41%    Libor + .40%            9/04               3/30                  202,004           66,110
    11/00             23,636   8.48%    Libor + .40%            2/04               3/30                1,849,785          588,364
    11/00             20,625   8.60%    Libor + .40%            6/03               3/30                1,377,062          433,793
    11/00             28,629   8.66%    Libor + .40%            2/03               3/30                1,689,383          546,325
--------------- ------------- --------- ----------------- ----------------- ------------------- ----------------- ----------------
Total                                                                                                $60,229,312      $35,439,158
--------------- ------------- --------- ----------------- ----------------- ------------------- ----------------- ----------------
</TABLE>


                                       12
<PAGE>
8 Debt

A Mortgages - Real  property held by Bel  Apartments  is financed  through loans
collateralized  by its real  estate  assets,  mortgage  loan  deposit  accounts,
including all  subaccounts  thereunder,  and an assignment of certain leases and
rents.  Balances  at  September  30,  2001  and  December  31,  2000,  excluding
unamortized debt issuance costs, are as follows:

<TABLE>
                                                  Monthly
                                                Principal and
                               Annual             Interest                  Balance at                     Balance at
Maturity Date              Interest Rate          Payment               September 30, 2001             December 31, 2000
-------------              -------------          -------               ------------------             -----------------
<S>                          <C>                <C>                        <C>                           <C>
October 1, 2010              8.56%              $ 165,866                  $ 21,297,578                  $ 68,531,692
October 1, 2010              8.54%                458,550                    59,082,515                    59,359,514
October 1, 2010              8.55%                572,100                    73,676,934                    38,772,626
October 1, 2010              8.58%                 92,172                    11,832,920                             -
September 1, 2027            7.68%                 73,293                     9,897,267                     9,983,964
                                           -------------------     -----------------------------    ---------------------------
                                               $1,361,981                  $175,787,214                  $176,647,796
                                           -------------------     -----------------------------    ---------------------------
</TABLE>

Scheduled  repayments of mortgages,  excluding  unamortized debt issuance costs,
for the years  subsequent  to  September  30, 2001 and  December 31, 2000 are as
follows:

<TABLE>
Years Ending
September 30,                          Amount         Years Ending December 31,                          Amount
--------------                         ------         --------------------------                         ------
<S>                                      <C>          <C>                                            <C>
2002                                     $ 1,319,038  2001                                           $1,175,020
2003                                       1,432,077  2002                                            1,277,787
2004                                       1,545,646  2003                                            1,393,907
2005                                       1,695,368  2004                                            1,476,894
2006                                       1,844,662  2005                                            1,649,899
Thereafter                               167,950,423  Thereafter                                    169,674,289
                                         -----------                                                -----------
                                        $175,787,214                                               $176,647,796
                                        ------------                                               ------------
</TABLE>

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


                                       13
<PAGE>
Interest expense  includes a commitment fee of  approximately  0.18% per year on
the unused portion of the Commercial  Paper  Facility.  In the event that the CP
Issuer is unable or  unwilling to maintain  advances to the Fund,  it may assign
its advances to the providers of the Liquidity  Facility.  Borrowings  under the
Liquidity Facility will be at an annual rate of one-month Libor plus 0.75%.

Initial  borrowings  under  the  Commercial  Paper  Facility  have  been used to
purchase real estate assets, to pay organizational costs and selling expenses of
the Fund, and to provide for short-term liquidity needs of the Fund.  Additional
borrowings  under the  Commercial  Paper  Facility may be made in the future for
these  purposes.  At September  30, 2001 and at December  31,  2000,  the amount
outstanding  under  the  Commercial  Paper  Facility  totaled  $613,500,000  and
$613,500,000, respectively.

9 Management Fee and Other Transactions with Affiliates

The Fund and the Portfolio have engaged Boston  Management and Research (BMR), a
wholly-owned  subsidiary of EVM, as investment  adviser.  Under the terms of the
advisory agreement with the Portfolio,  BMR receives a monthly fee of 5/96 of 1%
(0.625%  annually)  of the  average  daily  net  assets of the  Portfolio  up to
$500,000,000 and at reduced rates as daily net assets exceed that level. For the
nine months ended September 30, 2001 and for the period from the Fund's start of
business,  March 17, 2000, to September 30, 2000, the advisory fee applicable to
the Portfolio  was 0.43%  (annualized),  of average daily net assets.  Belvedere
Capital's  allocated  portion  of the  advisory  fee was  $31,645,569  of  which
$7,354,396  was  allocated to the Fund for the nine months ended  September  30,
2001,  and  $21,104,515  of which  $2,709,416 was allocated to the Fund, for the
period from the Fund's start of business, March 17, 2000, to September 30, 2000.

In addition,  Belmar  Capital pays BMR, but for the fee cap described  below,  a
monthly  advisory and  administrative  fee of 1/20 of 1% (0.60% annually) of the
average  daily  gross  assets of Belmar  Capital  reduced by the  portion of the
monthly  advisory or management fees payable for such month by the Portfolio and
BRC  that  is  attributable  to the  value  of the  Fund's  direct  or  indirect
investment  therein  (but no such  reduction is made to the extent that any such
fee or portion  thereof  has been  waived by BMR).  The term  "gross  investment
assets" with respect to Belmar  Capital is defined to include the current  value
of all of Belmar  Capital's  assets  (including  Belmar  Capital's  interest  in
Belvedere  Capital  and  Belmar  Capital's  ratable  share of the  assets of its
controlled subsidiary), without reduction by any liabilities.

BRC pays BMR a monthly  management  fee at a rate of 1/20 of 1%  (equivalent  to
0.60%  annually)  of the  average  daily  gross  assets of BRC.  The term "gross
investment  assets" with respect to BRC is defined to include the current  value
of all assets of BRC,  including BRC's ratable share of the assets of the assets
of its controlled subsidiaries,  without reduction by any liabilities. (For this
purpose,  the  assets  of  BRC's  controlled  subsidiaries  are  reduced  by the
proportionate  interests  therein  of  investors  other  than BRC.) For the nine
months ended  September  30, 2001 and for the period from the start of business,
March 17, 2000 to September  30,  2000,  the  advisory  and  administrative  fee
payable to BMR by the Fund,  less the Fund's  allocated share of the Portfolio's
advisory fee, totaled $5,648,053 and $2,167,557, respectively.


                                       14
<PAGE>
EVM and BMR do not  receive  separate  compensation  for  serving  as manager of
Belmar Capital and manager of Belvedere Capital, respectively.

As compensation for its services as placement  agent,  Belmar Capital pays Eaton
Vance Distributors,  Inc. (EVD) a monthly distribution fee at a rate of 1/120 of
1% (equivalent to 0.10% annually) of Belmar Capital's  average daily net assets.
For the nine months ended  September  30, 2001 and for the period from the start
of  business,   March  17,  2000,  to  September  30,  2000,   Belmar  Capital's
distribution  fees paid or  accrued  to EVD  totaled  $1,669,419  and  $615,184,
respectively.

BMR has agreed to waive a portion of the monthly advisory and administrative fee
otherwise  payable by Belmar Capital to the extent that such fee,  together with
the monthly distribution fee payable to EVD, exceeds 1/20th of 1% (equivalent to
0.60% annually) of Belmar Capital's  average daily gross  investment  assets (as
defined above) reduced by the portion of the monthly advisory or management fees
for such month  payable by the  Portfolio  and BRC that is  attributable  to the
value of the Fund's  direct or indirect  investments  therein  (but no reduction
shall be made to the extent that any such fee or portion thereof has been waived
by BMR).  For the nine months ended  September 30, 2001, and for the period from
the start of business,  March 17, 2000,  to September  30, 2000,  BMR has waived
$1,669,419 and $615,184, respectively, of the advisory and administrative fee of
Belmar Capital.

Pursuant to a servicing  agreement between Belvedere Capital and EVD,  Belvedere
Capital  pays  a  servicing  fee to  EVD  for  providing  certain  services  and
information to  shareholders.  The servicing fee is paid on a quarterly basis at
an annual  rate of 0.15% of  Belvedere  Capital's  average  daily net assets and
totaled $10,894,221 and $7,298,976 for the nine months ended September 30, 2001,
and for the period from the start of business,  March 17, 2000, to September 30,
2000,  respectively,  of  which  $2,530,440  and  $934,682,   respectively,  was
allocated to Belmar Capital.  Pursuant to a servicing  agreement  between Belmar
Capital and EVD, Belmar Capital pays a servicing fee to EVD on a quarterly basis
at an annual rate of 0.25% of Belmar  Capital's  average daily net assets,  less
Belmar  Capital's  allocated  share of the  servicing  fee payable by  Belvedere
Capital.  For the nine months ended  September 30, 2001, and for the period from
the start of business,  March 17, 2000, to September 30, 2000, the servicing fee
paid directly by Belmar Capital totaled  $1,670,176 and $604,937,  respectively.
Of the amounts  allocated to and incurred by the Fund, for the nine months ended
September 30, 2001,  $1,295,208  was paid to subagents.  For the period from the
start of business,  March 17, 2000,  to September 30, 2000, no amounts were paid
to subagents.

Bel  Apartments  indirectly  holds real  property  through its  interests in six
operating partnerships. Each operating partnership has entered into a management
agreement  with an affiliate of the Bel  Apartments  minority  shareholder.  The
management  agreements  provide for a management fee and allow for reimbursement
to the manager for all direct expenses  incurred by the manager for managing the
Bel Apartments properties. For the nine months ended September 30, 2001, and for
the  period  from  inception,  September  8, 2000 to  September  30,  2000,  Bel
Apartments paid or accrued  property  management fees of $1,040,203 and $86,532,
respectively.

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

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


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

RESULTS OF OPERATIONS FOR THE QUARTER ENDED SEPTEMBER 30, 2001

The Fund had total return  performance of -15.6% for the quarter ended September
30,  2001.  This  return  reflects a decrease  in the Fund's net asset value per
share from $92.48 to $78.07. For comparison, the Standard & Poors 500 Index (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 -14.7% over the same
period.

During the third quarter of 2001, the U.S. equity market fell sharply, initially
to reflect  deteriorating  domestic economic  conditions and then in response to
the events of September  11th. The coordinated  actions of the Federal  Reserve,
the Bush  Administration  and Congress  since  September  11th have attempted to
maintain  orderly and liquid  markets and to stimulate the economy.  Through the
end of  September,  the S&P 500  rallied  by nearly 8% from the lows  reached on
September 21st.

The relative  performance  of different  market sectors during the third quarter
was influenced  primarily by investors' initial assessment of the September 11th
events.  Market  leading  industries  and sectors in the third quarter  included
aerospace and defense  stocks,  gold mining  stocks and defensive  plays such as
consumer products, pharmaceuticals,  packaged foods and utilities. The quarter's
weakest  performers  included  airlines  and  other  travel-related  industries,
entertainment,  consumer  durables and specialty  retailers.  Technology  stocks


                                       16
<PAGE>
resumed  their  decline  from  the  highs  reached  in the  first  half of 2000.
Financial stocks were mixed, with the benefits of declining  short-term interest
rates largely offset by rising credit concerns.

In this most  difficult of  environments,  the  performance of the Portfolio was
slightly better than that of the overall market.  The Fund  underperformed  both
the Portfolio and the S&P 500 in the quarter. The underperformance was primarily
in the month of September  and can be  attributed  to three  factors:  1) rising
credit  spreads  impacting the value of the Fund's real estate  investments,  2)
declining  intermediate-term  interest rates  impacting the Fund's interest rate
swap positions and 3) the Fund's slightly  leveraged  exposure to the Portfolio.
Although the U.S. real estate market remains in generally good balance,  fallout
from the September 11th events will likely have a negative effect.

RESULTS OF OPERATIONS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2001

The Fund had total  return  performance  of  -20.2%  for the nine  months  ended
September  30,  2001.  This  return  reflects a decrease in the Fund's net asset
value per share from $97.83 to $78.07. For comparison, the S&P 500, an unmanaged
index of large  capitalization  stocks commonly used as a benchmark for the U.S.
equity market, had a total return of -20.4% over the same period.

During the first nine months of 2001, the U.S. equity market  continued the weak
performance  pattern in place since early 2000. After a strong start in January,
the market fell through the balance of the first quarter,  rallied into May, and
then began a long slide that climaxed in the wake of the September 11th attacks.
The best  performing  industries and sectors in the nine-month  period  included
gold mining,  utilities,  healthcare  services,  foods, and tobacco. The weakest
performing  industries  and sectors  included  airlines,  oil and gas  drillers,
media,  and most  technology  groups.  The market  suffered from a deteriorating
economic outlook, a collapse in corporate profits and, finally,  the significant
economic and market  dislocation and heightened risk  sensitivity in the wake of
the September 11th events.

In this period of market weakness, the performance of the Portfolio was modestly
above that of the overall market. The Fund's performance was between that of the
Portfolio  and the S&P  500.  For the  year to  date,  the  Fund's  real  estate
investments  and associated  interest rate swap  agreements  have had a slightly
negative impact on performance. The U.S. real estate market remains in generally
good balance. Fallout from the September 11th events will likely have a negative
effect, the full dimensions of which are not yet evident.

LIQUIDITY AND CAPITAL RESOURCES

As of September 30, 2001, the Fund had outstanding  borrowings of $613.5 million
under a seven-year  revolving  securitization  facility  (the  Commercial  Paper
Facility)  with a special  purpose  commercial  paper issuer (the CP Issuer) and
Citicorp North America,  Inc. as agent for the CP Issuer.  The Commercial  Paper
Facility is supported by a committed liquidity facility (the Liquidity Facility)
provided by Citibank,  N.A., the term of which extends until March 17, 2007. The
Fund's  obligations  under the Commercial Paper Facility and Liquidity  Facility
(collectively, the Credit Facility) are secured by a pledge of substantially all
of its assets,  including BRC common stock and shares of Belvedere  Capital held


                                       17
<PAGE>
by the Fund.  Belmar  Capital  has  available  under the Credit  Facility  $86.5
million in unused loan  commitments to meet  short-term  liquidity needs and for
other purposes.

The Fund may redeem  shares of  Belvedere  Capital at any time.  Both  Belvedere
Capital and the Portfolio follow the practice of normally meeting redemptions by
distributing  securities  drawn from the  Portfolio.  Belvedere  Capital and the
Portfolio may also meet  redemptions by  distributing  cash. As of September 30,
2001, the Portfolio had cash and short-term investments totaling $258.5 million.
The Portfolio participates in a $150 million multi-fund unsecured line of credit
agreement with a group of banks.  The Portfolio may temporarily  borrow from the
line of credit to satisfy  redemption  requests in cash or to settle  investment
transactions. The Portfolio had no outstanding borrowings under the $150 million
line of credit at September  30, 2001,  and, as of that date,  the net assets of
the Portfolio  totaled $16,036.8  million.  To ensure liquidity for investors in
the  Portfolio,  the Portfolio may not invest more than 15% of its net assets in
illiquid  assets.  As of September 30, 2001,  restricted  securities,  which are
considered illiquid, constituted 1.9% of the net assets of the Portfolio.

The  Partnership  Preference  Units  held by BRC are not  registered  under  the
Securities  Act of 1933 (the  Securities  Act) and are  subject  to  substantial
restrictions  on  transfer.  As  such,  they  are  considered  illiquid.   BRC's
investments  in  real  estate  joint  ventures  are  extremely  illiquid.  BRC's
investment in Bel  Apartments  has been  structured as an investment of at least
ten years (until 2010), at which time a buy/sell  mechanism  offers liquidity to
both BRC and its respective minority shareholders.

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

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

(a) Quantitative Information About Market Risk

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

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


                                       18
<PAGE>
<TABLE>
                                             Interest Rate Sensitivity
                                Principal (Notional) Amount by Contractual Maturity
                                     For the Twelve Months Ended September 30,

                     2002       2003         2004         2005          2006        Thereafter        Total          Fair Value
                    -------- ------------ ------------ ------------ ------------- --------------- --------------- -----------------
<S>                  <C>        <C>          <C>          <C>           <C>         <C>                <C>           <C>
Rate sensitive
liabilities:
-------------------
Long term debt -
variable rate
Credit Facility
                                                                                  $613,500,000    $613,500,000    $613,500,000
Average
 interest rate                                                                        3.20%           3.20%

Rate sensitive
 derivative
 financial
 instruments:
-------------------
Pay fixed/
 Receive
 variable
 interest rate
 swap contracts
                                                                                   $601,656,000    $601,656,000    $(60,229,312)
Average
 pay rate                                                                             8.96%           8.96%
Average receive
 rate                                                                                 3.20%           3.20%
</TABLE>

(b) Qualitative Information About Market Risk

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

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


                                       19
<PAGE>
expropriation,  confiscatory  taxation,  lack of uniform accounting and auditing
standards,  armed conflict,  and potential  difficulty in enforcing  contractual
obligations.

Risks of Certain Investment Techniques
--------------------------------------
In  managing  the  Portfolio,  the  investment  adviser  may  purchase  or  sell
derivative   instruments  (which  derive  their  value  by  reference  to  other
securities,  indices,  instruments,  or currencies) to hedge against  securities
price declines and currency movements and to enhance returns.  Such transactions
may include,  without  limitation,  the purchase and sale of stock index futures
contracts  and options on stock index  futures;  the purchase of put options and
the sale of call options on securities held;  equity swaps; and the purchase and
sale of forward currency exchange contracts and currency futures.  The Portfolio
may make short sales of securities  provided that an equal amount is held of the
security  sold  short  (a  covered  short  sale)  and may  also  lend  portfolio
securities.  The use of these  investment  techniques is a specialized  activity
that  may be  considered  speculative  and  which  can  expose  the Fund and the
Portfolio  to  significant  risk of loss.  Successful  use of  these  investment
techniques is subject to the ability and performance of the investment  adviser.
The Fund's and the Portfolio's  ability to meet their investment  objectives may
be adversely affected by the use of these techniques. The writer of an option or
a party to an  equity  swap may  incur  losses  that  substantially  exceed  the
payments, if any, received from a counterparty. Swaps, caps, floors, collars and
over-the-counter  options are private contracts in which there is also a risk of
loss in the event of a default on an obligation to pay by the counterparty. Such
instruments  may be  difficult  to value,  may be illiquid and may be subject to
wide  swings in  valuation  caused  by  changes  in the price of the  underlying
security,  index,  instrument  or  currency.  In  addition,  if the  Fund or the
Portfolio  has  insufficient  cash  to meet  margin,  collateral  or  settlement
requirements,   it  may  have  to  sell   assets  to  meet  such   requirements.
Alternatively, should the Fund or the Portfolio fail to meet these requirements,
the counterparty or broker may liquidate positions of the Fund or the Portfolio.
The Portfolio may also have to sell or deliver securities  holdings in the event
that it is not able to purchase securities on the open market to cover its short
positions or to close out or satisfy an exercise  notice with respect to options
positions it has sold.  In any of these cases,  such sales may be made at prices
or in circumstances that the investment adviser considers unfavorable.

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


                                       20
<PAGE>
Risks of Investing in Qualifying Assets and Leverage
----------------------------------------------------
The  success of BRC's real  estate  investments,  which  consist of  Partnership
Preference  Units and an interest in a real estate  joint  venture  (Real Estate
Joint  Venture),  depends in part on many  factors  related  to the real  estate
market. These factors include, without limitation,  general economic conditions,
the supply and demand for  different  types of real  properties,  the  financial
health  of  tenants,   the  timing  of  lease   expirations  and   terminations,
fluctuations  in  rental  rates  and  operating   costs,   exposure  to  adverse
environmental  conditions  and losses from  casualty or  condemnation,  interest
rates, availability of financing,  managerial performance,  government rules and
regulations,  and acts of God  (whether  or not  insured  against).  Partnership
Preference Units also depend upon factors  relating to the issuing  partnerships
that may  affect  such  partnerships'  profitability  and their  ability to make
distributions to holders of Partnership  Preference  Units.  BRC's investment in
interests in a Real Estate Joint Venture may be  influenced  by decisions  which
the principal  minority investor in the Real Estate Joint Venture (the Operating
Partner) may make on behalf of the property owned thereby and potential  changes
in the specific real estate sub-markets in which the properties are located. The
debt of the Real Estate Joint Venture is  fixed-rate,  secured by the underlying
properties and with limited recourse to BRC. However, changes in interest rates,
the availability of financing and other financial conditions can have a material
impact on property  values and therefore on the value of BRC's equity  interest.
There can be no assurance that BRC's ownership of real estate  investments  will
be an economic success.  Moreover,  the success of the Real Estate Joint Venture
investment  depends in large part upon the performance of the Operating Partner.
The Operating  Partner will be subject to  substantial  conflicts of interest in
structuring,  operating  and  winding  up the Real  Estate  Joint  Venture.  The
Operating  Partner  will have an economic  incentive  to maximize  the prices at
which they sell  properties  to Real Estate  Joint  Ventures and to minimize the
prices at which they acquire  properties  from Real Estate Joint  Ventures.  The
Operating  Partner may devote  greater  attention or more  resources to managing
their  wholly-owned  properties  than  properties  held  by  Real  Estate  Joint
Ventures.  Future investment  opportunities  identified by the Operating Partner
will more likely be pursued independently,  rather than through, the Real Estate
Joint Venture.  Financial  difficulties  encountered by the Operating Partner in
its other  businesses may interfere with the operations of the Real Estate Joint
Venture.

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


                                       21
<PAGE>
The  valuations  of  Partnership  Preference  Units held by the Fund through its
investment in BRC fluctuate over time to reflect,  among other factors,  changes
in interest rates,  changes in the perceived  riskiness of such units (including
call  risk),  changes  in the  perceived  riskiness  of  comparable  or  similar
securities trading in the public market and the relationship  between supply and
demand for  comparable  or  similar  securities  trading  in the public  market.
Increases in interest  rates and  increases in the  perceived  riskiness of such
units or comparable or similar securities will adversely affect the valuation of
the Partnership Preference Units. The ongoing value of BRC's investments in Real
Estate Joint Ventures will be substantially uncertain. BRC's investments in Real
Estate Joint Ventures  generally will be stated at estimated  market value based
on independent  valuations,  assuming an orderly disposition of assets. Detailed
investment  evaluations  will be performed  annually and reviewed  periodically.
Interim valuations will reflect results of operations and distributions, and may
be adjusted to reflect significant  changes in economic  circumstances since the
most recent  independent  evaluation.  Fluctuations  in the value of real estate
investments derived from changes in general interest rates can be expected to be
offset in part (but not  entirely) by changes in the value of interest rate swap
agreements or other  interest rate hedges  entered into by the Fund with respect
to its borrowings under the Credit Facility.

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


                                       22
<PAGE>
PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

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

ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS.

     None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

     None.

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

     None.

ITEM 5. OTHER INFORMATION.

     None.

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

     (a)       Exhibits

     10(2)(a)  Copy of Amendment No. 1 to Management  Agreement  between  Belmar
               Realty Corporation and Boston Management and Research dated as of
               January 2, 2001 filed herewith.

     21        List of subsidiaries




                                       23
<PAGE>
                                   SIGNATURES


Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned  officer of its  Manager,  Eaton  Vance  Management  thereunto  duly
authorized on November 14, 2001.


                                BELMAR CAPITAL FUND LLC
                                (Registrant)

                                By: EATON VANCE MANAGEMENT,
                                    its Manager


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


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


                                       24
<PAGE>
                                  EXHIBIT INDEX

10(2)(a)       Copy of Amendment No. 1 to Management  Agreement  between  Belmar
               Realty Corporation and Boston Management and Research dated as of
               January 2, 2001 filed herewith.


21             List of subsidiaries




                                       25